SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 20-F


 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
   
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended:      March 31, 2006                   
 
OR
   
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from:                     to                    
 
OR
   
SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:                    
 

 Commission file number:                     1-10086                    

 

VODAFONE GROUP PUBLIC LIMITED COMPANY
(formerly VODAFONE AIRTOUCH PUBLIC LIMITED COMPANY)
(Exact name of Registrant as specified in its charter)

England
(Jurisdiction of incorporation or organization)

Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange
on which registered
Ordinary shares of $0.10 each New York Stock Exchange *


* Listed, not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.


Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
 
Ordinary Shares of $0.10 each 60,118,575,455  
7% Cumulative Fixed Rate Shares of £1 each 50,000  
   
  Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act
   
 Yes                 No 


  If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
   
 Yes                 No 


  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:


Yes                 No 


  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
   
  Large accelerated filer             Accelerated filer             Non-accelerated filer 


   
  Indicate by check mark which financial statements item the registrant has elected to follow:

 
Item 17               Item 18


  If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
   
   Yes                 No 

 

 


         
         
         
  To enrich our customers’
lives through the unique,
expanding power of mobile
communication.
 
         
         
         
         
         
         
         
         
  This constitutes the Annual Report on Form 20-F (the “20-F”) of Vodafone Group Plc (the “Company”) in accordance with the requirements of the US Securities and Exchange Commission (the “SEC”) and is dated 14 June 2006. This document contains the information set out within the Company’s Annual Report in accordance with International Financial Reporting Standards (“IFRS”) and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, dated 30 May 2006, as updated or supplemented at the time of filing of the 20-F with the SEC, which may be later amended if necessary. References to IFRS refer to the application of International Financial Reporting Standards, including International Accounting Standards (“IAS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and its committees, and as interpreted by any regulatory bodies applicable to the Group and adopted for use in the European Union (“EU”). Financial information for the year ended 31 March 2005, presented as comparative figures in this report, has been restated from UK GAAP in effect at 31 March 2004 in accordance with IFRS. The content of the Group’s website (www.vodafone.com) should not be considered to form part of this Annual Report or the Company’s Annual Report on Form 20-F.

References to the “Group” or “Vodafone” are references to the Company and its subsidiary undertakings and, where the context requires, its interests in joint ventures and associated undertakings.


In the discussion of the Group’s reported financial position and results for the year ended 31 March 2006, information in addition to that contained within the Consolidated Financial Statements is presented on the basis that it provides readers with additional financial information regularly reviewed by management. This information is provided to assist investor assessment of the Group’s performance from period to period. However,
  the additional information presented is not uniformly defined by all companies in the Group’s industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Definitions of the terms presented are shown on page 49.

In presenting and discussing the Group’s reported financial position, operating results and cash flows, certain information is derived from amounts calculated in accordance with IFRS but this information is not itself an expressly permitted GAAP measure. Such non-GAAP measures should not be viewed in isolation as an alternative to the equivalent GAAP measure. An explanation as to the use of these measures and reconciliations to their nearest equivalent GAAP measure can be found on pages 47 to 48.


The Report of the Directors, incorporating the Business Review, covers pages 6 to 70 of this Annual Report.


This Annual Report contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and business management and strategy, plans and objectives for the Group. For further details, please see “Cautionary Statement Regarding Forward-Looking Statements” and “Outlook and Risk Factors” for a discussion of the risks associated with these statements.


Vodafone, Vodafone live!, Vodafone Mobile Connect, Vodafone Wireless Office, Vodafone Simply, Vodafone Passport, Vodafone Zuhause, Vodafone Casa, Oficina Vodafone, Stop the Clock and Vodafone Radio DJ are trademarks of the Vodafone Group. Other product and company names mentioned herein may be the trademarks of their respective owners.
 
         
         
         
         

 


 

  Highlights for the Year
     
  Financial performance:
     
  Group revenue of £29.4 billion from continuing operations. Mobile
telecommunications revenue increased to £28.1 billion, representing
growth of 9.3%
     
  Loss before taxation for the year was £14.9 billion after impairment losses
of £23.5 billion
     
  Free cash flow of £6.4 billion, and net cash inflow from operating activities,
after net taxation paid of £1.7 billion, up 10.3% to £10.2 billion from
continuing operations
     
  Operational highlights:
     
  Net proportionate customer additions of 21.5 million in the year
     
  Closing proportionate customer base of 170.6 million, with organic growth
of 14.9% in the year
     
  Non-messaging data revenue grew by 61.2% to £0.8 billion, with organic
growth of 60.4%
     
  Mobile voice usage increased by 24.6% to 178.3 billion minutes, with organic
growth of 18.9%
     
  Increasing returns to shareholders:
     
  Total dividends per share increased by 49%, to 6.07 pence, with a final
dividend per share of 3.87 pence, giving a dividend pay out ratio of 60% on
underlying earnings per share and a total pay out of £3.7 billion for the
financial year
     
  £6.5 billion expended on the share purchase programme in the 2006
financial year, reducing shares in issue by 7.5%
     
  £9.0 billion to be returned to shareholders in the 2007 financial year via
“ B” share arrangement, including an additional £3 billion announced on
30
  May 2006
     
  Total returns to shareholders announced over the year of £19.2 billion
       
  Highlights    
 

 
  Financial Highlights 2  
 

 
  Group at a Glance 4  
 

 
       
       
  Strategy    
 

 
  Chairman’s Statement 6  
 

 
  Chief Executive’s Review 8  
 

 
       
       
       
       
  Business    
 

 
  Business Overview 12  
 

 
  Regulation 21  
 

 
       
       
       
  Performance    
 

 
  Introduction 25  
 

 
  Critical Accounting Estimates 26  
 

 
  Key Performance Indicators 29  
 

 
  Operating Results 30  
 

 
  Financial Position and Resources 38  
 

 
  Risk Factors, Trends and Outlook 43  
 

 
  Cautionary Statement Regarding    
      Forward-Looking Statements 46  
 

 
  Non-GAAP Information 47  
 

 
  Definition of Terms 49  
 

 
       
  Governance    
 

 
  Board of Directors    
      and Group Management 50  
 

 
  Corporate Governance 53  
 

 
  Employees 58  
 

 
  Corporate Responsibility    
      and Environmental Issues 59  
 

 
  Board’s Report to Shareholders    
      on Directors’ Remuneration 61  
 

 
  Directors’ Statement of Responsibility 70  
 

 
       
       
  Financials    
 

 
  Consolidated Financial Statements 71  
 

 
  Report of Independent Registered    
      Public Accounting Firm on the    
      Consolidated Financial Statements 131  
 

 
  Company Financial Statements    
      of Vodafone Group Plc 132  
 

 
  Report of Independent Registered    
      Public Accounting Firm on the    
      Company Financial Statements 139  
 

 
       
       
  Shareholder information    
 

 
  Investor Information 140  
 

 
  Form 20-F Cross Reference Guide 146  
 

 
       
       
       
       
       


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Financial Highlights

 

 

The selected financial data set out on the following pages is derived from the Consolidated Financial Statements of the Company on pages 71 to 130 and as such should be read in conjunction with them. Certain trends within the financial data presented below have been impacted by business acquisitions and disposals, the most significant of which are described in “Business Overview – History and Development of the Company”.

The Consolidated Financial Statements are prepared in accordance with IFRS, on the basis set out in note 1 to the Consolidated Financial Statements, which differ in certain significant respects from US GAAP. For further details, see note 38 to the Consolidated Financial Statements, “US GAAP information”. Solely for convenience, amounts represented below in dollars have been translated at $1.7393: £1, the Noon Buying Rate on 31 March 2006.


 

                  At/year ended 31 March  
 
  2006   2006   2005   2004   2003   2002  
  $m   £m   £m   £m   £m   £m  

Consolidated Income Statement Data                        
                         
IFRS                        
Revenue 51,048   29,350   26,678              
Operating (loss)/profit (24,496 ) (14,084 ) 7,878              
Adjusted operating profit (Non-GAAP measure) (1) 16,348   9,399   8,353              
(Loss)/profit before taxation (25,833 ) (14,853 ) 7,285              
(Loss)/profit for the financial year from continuing operations (29,973 ) (17,233 ) 5,416              
                         
US GAAP                        
Revenue 41,319   23,756   21,370   19,637   15,487   13,447  
Net loss (2)(3) (23,081 ) (13,270 ) (13,752 ) (8,105 ) (9,072 ) (16,769 )
                         
Consolidated Cash Flow Data (4)                        
                         
IFRS                        
Net cash flows from operating activities 17,723   10,190   9,240              
Net cash flows from investing activities (11,573 ) (6,654 ) (4,112 )            
Net cash flows from financing activities (7,896 ) (4,540 ) (7,242 )            
Free cash flow (Non-GAAP measure) (1) 11,163   6,418   6,592              
                         
Consolidated Balance Sheet Data                        
                         
IFRS                        
Total assets 220,435   126,738   147,197              
Total equity 148,383   85,312   113,648              
Total equity shareholders’ funds 148,580   85,425   113,800              
Total liabilities 72,052   41,426   33,549              
                         
US GAAP                        
Shareholders’ equity 151,291   86,984   107,295   129,141   140,580   141,016  

 

2 Vodafone Group Plc Annual Report 2006

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  Highlights
   

 

 

 

                At/year ended 31 March  
 
  2006   2006   2005   2004   2003   2002  

                         
Earnings Per Share (“EPS”) (5)                        
                         
Weighted average number of shares (millions)                        
    – Basic     62,607   66,196   68,096   68,155   67,961  
    – Diluted     62,607   66,427   68,096   68,155   67,961  
                         
IFRS                        
Basic (loss)/earnings per ordinary share                        
    – Continuing (48.11 (27.66 )p 8.12 p              
    – Discontinued (12.78 (7.35 )p 1.56 p              
                         
Diluted (loss)/earnings per ordinary share                        
    – Continuing (48.11 (27.66 )p 8.09 p              
    – Discontinued (12.78 (7.35 )p 1.56 p              
                         
Basic (loss)/earnings per ADS                        
    – Continuing (481.1 (276.6 )p 81.2 p              
    – Discontinued (127.8 (73.5 )p 15.6 p              
                         
Diluted (loss)/earnings per ADS                        
    – Continuing (481.1 (276.6 )p 80.9 p              
    – Discontinued (127.8 (73.5 )p 15.6 p              
                         
US GAAP (2)(3)                        
Basic and diluted loss per ordinary share (36.87 (21.20 )p (20.77 )p   (11.90 )p (13.31 )p (24.67 )p
Basic and diluted loss per ADS (368.7 (212.0 )p (207.7 )p   (119.0 )p (133.1 )p (246.7 )p
                         
Cash Dividends (5)(6)                        
Amount per ordinary share 10.56 ¢ 6.07 p 4.07 p   2.0315 p 1.6929 p 1.4721 p
Amount per ADS 105.6 ¢ 60.7 p 40.7 p   20.315 p 16.929 p 14.721 p
                         
Other Data                        
IFRS                        
Ratio of earnings to fixed charges (7)     7.0              
Deficit $(28,733 )m £(16,520 )m              
                         
US GAAP                        
Ratio of earnings to fixed charges (7)            
Deficit (8) $(24,133 )m £(13,875 )m £(9,756 ) £(9,059 )m £(8,436 )m £(14,425 )m

Notes:
(1) Refer to “Non-GAAP Information” on pages 47 to 48 for a reconciliation of this non-GAAP measure to the most comparable GAAP measure and a discussion of this measure.
(2) 2005 net loss includes the cumulative effect of accounting changes related to intangible assets and post employment benefits that increase net loss by £6,372 million or 9.63p per ordinary share. Net loss and shareholders’ equity for 2005, 2004, 2003 and 2002 have been restated to give effect to the modified retrospective adoption of SFAS No. 123 (Revised 2004). See note 38 to the Consolidated Financial Statements for further details on these changes in accounting policy.
(3) 2002 net loss includes the cumulative effect of accounting changes related to derivative financial instruments reducing net loss by £17 million or 0.02p per ordinary share.
(4) Amounts reported refer to continuing operations.
(5) See note 8 to the Consolidated Financial Statements, “(Loss)/earnings per share”. Earnings per American Depository Share (“ADS”) is calculated by multiplying earnings per ordinary share by ten, the number of ordinary shares per ADS. Dividend per ADS is calculated on the same basis.
(6) The final dividend for the year ended 31 March 2006 was proposed by the directors on 30 May 2006.
(7) For the purposes of calculating these ratios, earnings consist of profit before tax adjusted for fixed charges, dividend income from associated undertakings, share of profits and losses from associated undertakings and profits and losses on ordinary activities before taxation from discontinued operations. Fixed charges comprise one-third of payments under operating leases, representing the interest element of these payments, interest payable and similar charges and preferred share dividends.
(8) The deficits for the 2002, 2003 and 2004 financial years are presented on the same basis as the Form 20-F for the year ended 31 March 2004. These deficits have not been restated for the effect of discontinued operations, because the UK GAAP information, which forms the basis of the US GAAP information presented, has not been restated. Even if any such adjustments were made, it is expected that the ratio of earnings to fixed charges would still show a deficit.

 

Vodafone Group Plc Annual Report 2006 3

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Group at a Glance

Vodafone is the world’s leading mobile
telecommunications company with
mobile operations in 26 countries
around the world and Partner Network
agreements in a further 32 countries.

 

 

 
Germany
 
Italy
Spain
 
 
 
 
           















  Closing proportionate
customers
(‘000)
    29,191       18,490       13,521    















  Average proportionate
customer growth
(%)
    8.4%       6.8%       18.5%    















  3G devices
(‘000)
    2,025       2,250       902    















  Average
monthly
ARPU
    €23.3       €28.5       €35.6    















  Non-voice revenue
as a percentage of
service revenue (%)
    20.2%       16.7%       14.4%    















  Revenue
(£m)
    5,754       4,363       3,995    















  Operating
(loss)/profit (1)

(£m)
    (17,904)       (1,928)       968    















  Total assets
(£m)
    25,029       20,310       13,039    















  Employees
(000s)
    10,124       7,123       4,052    















 
Note:
(1) The operating (loss)/profit in Germany, Italy and Other Mobile Operations is stated after impairment charges of £19,400 million, £3,600 million and £515 million, respectively.

 

4 Vodafone Group Plc Annual Report 2006

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  Highlights
   

 

 

 

 

 

 

 
UK
 
US
 
Other Mobile Operations
 
Total Mobile
 
 
 
 
 
 
















 
   
16.304
     
23,530
     
69,535
     
170,571
   
















 
   
          7.8%
     
17.0%
     
34.0%
     
18.8%
   
















 
   
       1,033
     
     
1,511
     
7,721
   
















 
   
       £24.0
   
$51.4
     
     
   
















 
   
    20.3%
     
8.9%
     
14.3%
     
17.0%
   
















 
   
       5,048
     
     
9,250
     
28,137
   
















 
   
             698
     
1,732
     
2,008
     
(14,203)
   
















 
   
       9,486
     
17,898
     
23,937
     
111,722
   
















 
   
10,620
     
     
22,895
     
57,442
   
















 

 

Vodafone Group Plc Annual Report 2006 5

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Chairman’s Statement  
   
   
   
   
   
   
 
Lord MacLaurin of Knebworth, DL  

 

It has been my privilege
to be the Chairman of a
company that has proved
to be one of the outstanding international success stories
of the last decade.

My last year as Chairman of Vodafone has been a watershed in the history of your Company. We have been undergoing significant change whilst operating in the most challenging market environment the telecommunications sector has seen. Nevertheless, our ability to deliver good growth in the face of increasing competition reflects the unique characteristics of our business, compared to many other mobile operators, particularly the benefits derived from our increasing exposure to faster-growing markets and the opportunity to generate further benefits from our scale.

We maintained strong customer growth across many of our markets and grew our proportionate mobile customer base to over 170 million, representing organic growth of 15% since last year. Importantly, we achieved our 10 million 3G target, which included Japan, during March, which was ahead of plan.

Over the year, we have announced total returns to shareholders of £19.2 billion. We have purchased over 4.8 billion shares in the Company at a cost of £6.5 billion and are paying out £3.7 billion in dividends for the year, including the proposed final dividend of 3.87 pence per share. We are also returning £9.0 billion to shareholders, including £6.0 billion following the sale of our Japanese business. Full details are in the documentation accompanying this Report.

When I became Chairman in July 1998 we had fewer than 6 million customers in 12 countries producing some £2.5 billion of turnover. In the summer of 1999, we acquired AirTouch of the US, followed in 2000 by the acquisition of Mannesmann in Germany. This was a period of huge expansion which formed the basis of the transformation of Vodafone into the world’s leading mobile telecommunications group that has equity interests in 26 countries across five continents with over 170 million proportionate customers worldwide, as well as 32 partner networks, generating turnover this year from our ongoing businesses of over £29 billion. Not only have we extended our geographic reach but we have also transformed our industry by becoming a leader in innovation, introducing groundbreaking services such as Vodafone live! with 3G, thereby setting standards for the mobile industry as a whole. It has been a remarkable achievement.


 

6 Vodafone Group Plc Annual Report 2006

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  Strategy
   

 

 

 

However, the Group now faces many challenges, particularly of competition, regulation and new technology. During the year, we conducted, in the face of these challenges, a review of the future growth prospects for the Group and our analysis indicated a lower view of growth, particularly in the medium to long term, and led to an impairment of the Group’s goodwill by £23.5 billion, the majority of which is attributable to Vodafone Germany. This charge does not impact this year’s reported cash flows or distributable reserves, out of which we are making returns to shareholders.

However, in this challenging market the Chief Executive has spent a great deal of time reviewing the management structure and future planning required to take the Company forward. In April he announced his new management team and in May they produced a clear forward-looking strategy. I believe that through this statement the Chief Executive sets out a clear vision for the future. I congratulate him on these changes and wish him and his impressive team well.

It has been my privilege to be the Chairman of a company that has proved to be one of the outstanding international success stories of the last decade. The development and expansion of the Group has been made possible by the excellence of the management team whose flair and vision has enabled us to identify international opportunities for profitable growth while at the same time introducing technological advances to enhance the mobile experience for our customers.

It was announced earlier this year that Sir Julian Horn-Smith had decided to retire from the Board following the Annual General Meeting in July. Julian has been with Vodafone for 22 years and a Board member for 10 years. He has had an outstanding career, being a major contributor to the creation of the UK network and subsequently leading the early development of our international presence. More recently he was Group Chief Operating Officer and then Deputy Chief Executive, with responsibility for our affiliates and business development. I am sure all shareholders will join with me in wishing him well for the future.

Peter Bamford, Chief Marketing Officer, who left the Company in early April, was instrumental in developing our brand both within the UK and internationally and developing a number of major initiatives, including the launch of Vodafone live! with 3G. I wish him well and thank him for his contribution to the success of the Company.

At the AGM, we say farewell to Paul Hazen, our Deputy Chairman, who has served with distinction as a non-executive director since 1999. We also say goodbye to Penny Hughes, a fine non-executive director for eight years and who was an exceptional Remuneration Committee Chair for five years. Her contribution cannot be overstated. Paul and Penny leave with our best wishes. Taking Paul’s place as Deputy Chairman and senior independent director will be John Buchanan, who has been a non-executive director since April 2003, shortly after his retirement from BP p.l.c. I am sure that John will discharge his new duties very effectively.

During the year, we welcomed two new non-executive directors to the Board. In September, Philip Yea, Chief Executive Officer of 3i Group plc, was appointed and he was joined in November by Anne Lauvergeon, the Chairman of the Executive Board of AREVA, the leading French energy company. On 1 May, we welcomed Anthony Watson to the Board. Until his recent retirement, he was Chief Executive of Hermes Pensions Management Limited. I know that their collective experience in their different areas of business will be of great benefit to the Company.

Finally I come to my own retirement. As I have said, it has been a great privilege for me to have been Chairman of a truly outstanding British company. I have, however, been particularly saddened this year by the nature of some of the media coverage and particularly by the suggestion of boardroom splits. There are no factions within the Board and any claim that your Board is not united is unfounded. I leave with the knowledge that Vodafone, which is now very different to the company which I first chaired, is well placed to continue to enjoy an exciting and profitable future. I wish Sir John Bond, my successor, Arun Sarin, your Chief Executive, and everyone at Vodafone the very best for the future and thank you all for your support during the last eight years as your Chairman.


Lord MacLaurin of Knebworth, DL
Chairman


 

Vodafone Group Plc Annual Report 2006 7

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Chief Executive’s Review


Arun Sarin

 

We delivered another set
of robust financial and
operational results amidst a
more competitive landscape
and announced returns to
shareholders over the year
of £19.2 billion.

Review of the year
We have delivered another year of robust financial performance against a backdrop of increasing competition and regulation, meeting our expectations for revenue, EBITDA margin and free cash flow.

Proportionate customer growth was strong with nearly 22 million organic net additions in the year taking the closing proportionate customer base to over 170 million across 26 countries. Our unrivalled presence provides the platform for the next stage of our strategy.

These results have enabled us to significantly increase returns to shareholders. We have increased dividends per share by 49% to 6.07 pence, purchased £6.5 billion of our shares and announced a special distribution of £9.0 billion.

Financial review
Statutory revenue increased by 10% to £29.4 billion, with over 9% growth in our mobile operations. Excluding the net benefit from acquisitions, disposals and exchange rate movements, we achieved organic revenue growth of 7% in mobile and 8% for the Group as a whole. Strong performances in Spain and several of our emerging markets, including South Africa, Egypt and Romania, helped offset lower growth this year in several of our more established markets. Notwithstanding this lower growth, we outperformed substantially all of our principal competitors in our major markets on revenue and EBITDA growth.

Our focus on profitability delivered an 11% organic increase in adjusted operating profit, with 13% growth in total. The competitive environment led to a necessary increase in net customer acquisition and retention costs but this was mitigated by our ongoing success in delivering operating efficiencies. A key part of this growth has been the strong overall performance from our associates, increasing by over 20% this year, and in particular from Verizon Wireless in the US, growing by nearly 28% as it consolidated its market leadership.

Capital expenditure on fixed assets was £4.0 billion as we continue to invest in broadening our 3G presence. Free cash flow of £6.4 billion was slightly lower than last year as expected, with increases in capital expenditure and lower dividends from Verizon Wireless offsetting an increase of £1.0 billion in net cash flow from operating activities.

Operational highlights
We have been focused on six strategic goals, including delighting our customers and leveraging scale and scope.

A core part of delighting our customers is our 3G offering. When we launched 3G late in 2004, we targeted 10 million consumers by the end of March 2006, including Japan. We reached this during March, shortly before we agreed to sell our Japanese operation.


 

8 Vodafone Group Plc Annual Report 2006

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  Strategy
   

 

 
 
     
  We have updated our strategy
to reflect our changing environment
 
     

3G brings an enhanced mobile experience to our customers, who want more speed, greater personalisation and richer content, and provides the platform for our future growth. For consumers, we launched mobile TV capability during the year and will further enhance our music offering during 2006 with the launch of Vodafone Radio DJ, a personalised, interactive radio service streamed to both 3G phones and PCs.

For our business customers, we increased the number of mobile email solutions and range of email devices available. 3G broadband through HSDPA technology was launched in the year offering an enhanced data experience through greater speeds than 3G and faster access to the network. This will improve our already successful Vodafone Mobile Connect offering for laptop users, who have more choice with mobile capability now being built in to the laptop.

Another key part of delighting our customers is measuring customer satisfaction and brand preference. With rising customer expectations and a tougher competitive environment, we are pleased that we continue to outperform our principal competitors in terms of customer satisfaction and that customers continue to show preference for the Vodafone brand.

The second strategic area of focus has been leveraging our scale and scope which delivers benefits through our One Vodafone programme, details of which we set out last year.

We are beginning to deliver real benefits in network supply chain management, as standardised designs lead to a reduced number of vendors and better terms. Our shared service platforms, which centrally host services such as Vodafone live!, are also now established.

Our strategic goals are ultimately designed to deliver shareholder value. With respect to Japan, given the relative competitive position of the business there, the reduced prospects for superior long term returns and an attractive offer from SoftBank, we decided to sell our 97.7% stake based on a value for the business of £8.9 billion. The sale completed in April, with Vodafone receiving £6.9 billion in cash, £6.0 billion of which we are returning to shareholders as part of the £9.0 billion special distribution.

Rapidly changing environment
Overall, we have performed strongly during the last year, meeting our expectations and delivering on our strategic objectives. We have continued to outperform our principal competitors on revenue and EBITDA growth, as well as customer satisfaction. We have established a strong brand around our customer base and increased returns to shareholders significantly. However, our marketplace is changing and we need to change to ensure we can leverage our unique position and continue to outperform our competitors.

There are several key drivers to the changing environment. Competition is increasing not only from established mobile operators but also from new entrants, particularly mobile virtual network operators (MVNOs). There are also new types of competitor. Established fixed line operators are increasingly combining fixed and mobile service offerings. In addition, internet based companies are extending their services to include telecommunications. All of these factors are putting pressure on pricing.

The regulatory environment also remains challenging, with continued regulator-imposed rate reductions on incoming calls across many markets, ongoing pressure to provide access to MVNOs to our networks and a high level of focus on the costs of roaming.

Developments in technology also mean that our customers have far more choice and have changing communication needs, but at the same time they demand simplicity and value for money. In addition to the core benefits of mobility, customers want greater personalisation, faster data speed and richer applications through services centred on the home and the office.

Finally, our growth historically has principally come from developed markets, particularly in Europe. With average penetration now around 100%, these markets are maturing and delivering lower growth. Whilst growth in these markets has slowed, significant growth is now coming from emerging markets where average penetration is below 30%. This is creating greater diversity between our markets than previously. Transactions over the last year in Turkey, South Africa, India and Romania have combined with existing operations in markets such as Egypt to provide us now with greater exposure to this growth potential.

Developing our strategy
These factors require our strategy to evolve so that we can continue to maintain our strong performance and deliver value to customers and shareholders. We have established five key strategic objectives:

In Europe, to focus on both cost reduction and revenue stimulation;
   
To deliver strong growth in emerging markets;
   
To satisfy our customer needs and extend our current mobile only offering by innovating and delivering total communications solutions;
   
To actively manage our portfolio to maximise returns; and
   
To align our financial policies regarding capital structure and shareholder returns to support our strategy.

 

Vodafone Group Plc Annual Report 2006 9

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Chief Executive’s Review
continued

 

 

In order to deliver on these objectives, we have reorganised ourselves into three key business units.

In our European businesses, where competition is most intense, we will be focused on leveraging our regional scale to deliver cost reduction and revenue stimulation.

The principal focus in the Eastern Europe, Middle East, Africa, Asia Pacific and Affiliates (EMAPA) region is to deliver strong growth from our businesses in emerging markets.

The new objective of our third business unit, New Businesses, is to enable us to serve the total communications needs of our customers by taking advantage of evolving technology and new opportunities to deliver new services.

Cost reduction
Our primary objective here is to leverage our regional scale and reduce our cost structure in Europe through several approaches in order to maintain our competitiveness.

We will outsource further, particularly for IT development of billing and customer management systems, as a key means to reduce our costs. We will also continue to drive scale benefits, either at a global level, in areas such as network supply chain management as we achieve greater standardisation across the Group, or regionally, such as through the establishment of regional data centres to support our European operations. As the size of the Group evolves, we need to ensure the appropriate balance between local and group, particularly in respect of central functions, and this is expected to result in over 400 fewer group positions.

Revenue stimulation
In Europe, our customers use their mobiles on average for only four minutes a day and approximately two-thirds of voice traffic continues to travel across fixed lines. We therefore aim to stimulate additional voice usage and substitute fixed line usage for mobile in a way that enhances both customer value and revenue.

For our consumers, we will seek to enhance revenues by continuing to deliver innovative bundles and tariffs to stimulate usage, building on success in areas such as 3G bundles, targeted promotions, family plans that focus on community groups and roaming through Vodafone Passport.

We are already targeting fixed to mobile substitution in the home through offerings such as Vodafone Zuhause in Germany and Vodafone Casa in Italy and aim to target office communications by building on our success in business with leading edge services, such as Oficina Vodafone in Spain, and applications through the benefits of broadband.

Deliver strong growth in emerging markets
A source of growth is through emerging markets. Our focus here is to build on our strong track record of creating value in emerging markets, having delivered strong performances over time in markets such as Egypt and South Africa. Our aim is to outperform not only our competitors but also our acquisition business plans. For example, since we achieved control in Romania last year, the business has performed strongly and ahead of our original expectations.

We will seek selective opportunities to increase our emerging markets footprint as well as taking opportunities to increase our stakes in existing markets, with a view to gaining control where possible over time.

Delivering our customers’ total communication needs
Customers have access to new technologies, devices and services. As a complement to mobility, they want Vodafone to provide a number of new services within the home and the office.

We will extend our reach into the home and the office to deliver richer business applications and integrated fixed and mobile services, such as higher speed internet access. We will use technologies such as HSDPA, DSL and WiFi to do this. Later this year, we will be enhancing our Vodafone Zuhause offering to incorporate DSL.

Developments in technology will also enable us to provide integrated mobile and PC offerings to give customers a consistent experience whether they are at home or on the move, with core services such as VOIP and instant messaging. We also aim to extend our business model to generate revenue from advertising in ways that customers find attractive.

We will continue to pursue a mobile centric approach, focusing on the core benefits to customers of mobility and personalisation, and will resell fixed line technologies only according to customer needs.

Actively managing our portfolio
We seek to invest only where we can generate superior returns for our shareholders in markets that offer a strong local position, with focus on specific geographic regions. It is our policy to apply strict investment criteria to ensure that transactions yield a return above the cost of capital within three to five years and overall create substantial value for our shareholders. Equally, we will consider exiting businesses which do not meet our performance requirements or provide an opportunity to create shareholder value.

There has been much speculation about our position in the US. Verizon Wireless is the market leader on nearly all key metrics and has significant local and regional scale, with over 50 million customers. We will always consider the most appropriate way to deliver shareholder value. However, we expect continued strong growth in the US and are therefore happy to remain with our existing stake.


 

10 Vodafone Group Plc Annual Report 2006

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  Strategy
   

 

 
 
     
  We have a significant opportunity to deliver
value to both our customers and shareholders.
 
     

Financial implications
Our One Vodafone programme, which primarily has been focused on our mature mobile markets in Europe, delivers efficiencies in operating costs, being payroll and other operating expenses, and in capital expenditures. We have previously targeted keeping these total costs broadly stable between the 2004 and 2008 financial years, with operating costs expected to rise at a lower rate than revenue. Through our new strategic objectives, we now expect underlying operating costs alone to be broadly stable between the 2006 and 2008 financial years for the total of our European operations and central costs.

On the same basis, we continue to target expenditures on fixed assets to be 10% of revenue for the 2008 financial year. We also continue to expect at least 1% additional revenue market share between the 2005 and 2008 financial years, measured against our established principal competitors in Germany, Italy, Spain and the UK.

Our strategic changes also have implications on returns to shareholders and our capital structure. We have previously indicated an intention to pay out approximately 50% of adjusted earnings per share for the 2007 financial year onwards. We now consider it appropriate to target a 60% payout ratio, with effect for the full 2006 financial year, with a view to growing the dividend per share in line with underlying earnings per share thereafter. Dividends per share have, therefore, increased by 49% to 6.07 pence for the year.

As we enter a new phase in our development, we believe that the most appropriate capital structure, which meets the needs of both the business and shareholders, is one that reflects a higher level of gearing. The incremental borrowing capacity this provides enables an additional return of £3.0 billion to shareholders, which will be combined with the £6.0 billion return of cash from the sale of Japan in early August. As a result, we do not currently plan any further share purchases or other one-off returns to shareholders.

This £9.0 billion one-off return, together with the £6.5 billion share purchase programme completed during the last year and £3.7 billion of dividends, gives an overall return to shareholders of £19.2 billion.

Prospects for the year ahead
While we are delivering on cost reduction, revenue stimulation and emerging market growth in the shorter term, the potential benefits from serving our customers’ total communications needs will materialise over a longer timeframe.

For the year ahead, we expect operating conditions to remain challenging, with a continued intense competitive environment and further regulatory pressure, but nevertheless see continued growth in Group revenue. We are anticipating higher customer investment, pricing pressures and further termination rate reductions to impact growth in adjusted operating profit, however initiatives to deliver further cost efficiencies are expected to mitigate this effect.

Capital expenditure on fixed assets is expected to be in the range of £4.2 billion to £4.6 billion, higher than last year due to the investment needs for recent acquisitions and the wider rollout of HSDPA. Free cash flow is anticipated to be in the range of £4.0 billion to £4.5 billion. Higher tax payments, including around £1.2 billion, with interest costs, from settling some long standing disputes, increased capital expenditure and higher financing costs from our increased borrowing, are expected to offset continued growth in underlying operating cash flows.

Executing our strategy
We have a good track record of delivering against our plans and demonstrating outperformance against the majority of our principal competitors. However, our environment is changing and we need to adapt to ensure we continue to meet our customer needs and deliver superior returns to shareholders.

We have established clear strategic objectives: cost reduction and revenue stimulation in Europe; innovating and delivering total communications solutions; delivering strong growth in emerging markets; actively managing our portfolio to maximise returns; and aligning our financial policies to our strategy. We have reorganised the business as we begin to deliver against these objectives.

Vodafone is well placed to execute on this strategy. Our scale makes us the clear partner of choice for others and we have a track record for innovation. We have a strong brand and an unrivalled customer reach. As customer demands evolve and technology converges, we remain focused on the core benefits of mobility and personalisation as we seek to deliver total communications solutions. We have a significant opportunity to deliver value to both our customers and shareholders.

On a final note, on behalf of the Board, I would like to express sincere thanks to Ian MacLaurin, who is retiring as Chairman, for his service and support to the Company since 1997. We wish him continued success.


Arun Sarin
Chief Executive


 

Vodafone Group Plc Annual Report 2006 11

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  Contents    
    Page  
 

 
  Business Overview 12  
  – Introduction 12  
  – Mobile Telecommunications 12  
  – Non-mobile Telecommunications 19  
  – History and Development of the Company 19  
 

 
  Regulation 21  

Business Overview

Introduction
Vodafone Group Plc is the world’s leading mobile telecommunications company, with a significant presence in Europe, the Middle East, Africa, Asia Pacific and the United States through the Company’s subsidiary undertakings, joint ventures, associated undertakings and investments.

The Group’s mobile subsidiaries and joint venture in Italy operate under the brand name “Vodafone”. In the United States, the Group’s associated undertaking operates as Verizon Wireless. During the last two financial years, the Group has also entered into arrangements with a number of its associated undertakings and with network operators in countries where the Group does not hold an equity stake. Under the terms of these Partner Market agreements, the Group and its Partner Markets co-operate in the development and marketing of certain services, often under dual brand logos. This has expanded the Group’s global footprint in Europe, Asia Pacific and, most recently, South America.

The Group provides a wide range of voice and data mobile telecommunications services, including text messages (“SMS”), picture messages (“MMS”) and other data services, and is continually developing and enhancing service offerings, particularly through third generation (“3G”) mobile technology which is being deployed in the majority of the Group’s operations. Services are provided to both consumers and corporate customers, through a variety of both prepaid and contract tariff arrangements.

The Group’s mobile services are currently offered over a Global System for Mobile Communications (“GSM”) network, on which a General Packet Radio Service (“GPRS”) service is also provided and, in certain operations, over a Wideband Code Division Multiple Access (“W-CDMA”) 3G network. The Group’s discontinued operation in Japan operated a different technology to GSM. Where licences have been issued, the Group has secured 3G licences in all jurisdictions in which it operates through its subsidiary undertakings and continues to roll out mobile 3G network infrastructure. Vodafone offered 3G services in 11 of its controlled operations at 31 March 2006.

The Group is managed and organised by business and geography. The Group has mobile and fixed line telecommunications businesses, with the latter referred to as Other Operations. Vodafone’s principal mobile operations are located in Germany, Italy, Spain, the UK and the US with the Group’s Other Mobile Operations covering operations in Europe, the Middle East, Africa and Asia Pacific. In addition, there are a number of central functions which provide services to the mobile operations and allow the Group to leverage its scale and scope and manage risk effectively. Other Operations principally consists of the Group’s controlling interest in a fixed line telecommunications business in Germany. On 1 May 2006, changes to the organisational structure were effected with the objective of focusing the Group’s mobile businesses according to different market and customer requirements.

The Company’s ordinary shares are listed on the London Stock Exchange and the Company’s ADSs are listed on the New York Stock Exchange (“NYSE”). The Company had a total market capitalisation of approximately £72 billion at 26 May 2006, making it the fifth largest company in the Financial Times Stock Exchange 100 index and the twenty second largest company in the world based on market capitalisation at that date.

Mobile Telecommunications
Local operations
The Company has equity interests in 26 countries, through its subsidiary undertakings, joint ventures, associated undertakings and investments. Partner Market arrangements extend the Group’s footprint to a further 32 countries.

At 31 March 2006, based on the registered customers of mobile telecommunications ventures in which it had equity interests at that date, the Group had approximately 170.6 million customers, calculated on a proportionate basis in accordance with the Group’s percentage interest in these ventures, and 518.0 million registered venture customers. The table on the following page sets out a summary of the Company’s worldwide mobile operations at 31 March 2006 and venture customer growth in the year then ended (the “2006 financial year”).

Competition
The Group faces a high degree of competition in each of its geographic markets. It is subject to indirect competition from providers of other telecommunications services in the domestic markets in which it operates in addition to direct competition from existing mobile telecommunications network operators and MVNOs who do not operate a mobile telecommunications network. There are also new types of competitors, such as fixed line operators offering combined fixed and mobile service offerings, and internet based companies extending their services to include telecommunications. Competitive pressures have adversely impacted the level of customer churn, although this has been managed by reductions in tariffs and a continued focus on customer acquisition and retention initiatives.

The Group expects that competition will continue from existing operators as well as from a number of new market entrants, including those arising following the award of new 3G licences and MVNOs. The scope of this increased competition, and the impact on the results of operations, is discussed further in “Performance – Risk Factors, Trends and Outlook”.

Many of Vodafone’s key markets are highly penetrated with over 100% penetration rates in some, largely due to a number of customers owning more than one subscriber identity module (“SIM”), which is, broadly, the Group’s basis for defining a customer. The Group has estimated penetration rates at 31 December 2005 for its principal markets as follows:

Market Penetration (%)


Germany 96
Italy 122
Spain 98
UK 109
US 69


A summary of the significant mobile competitors in its markets at 31 March 2006 is also provided in the following table.


 

12 Vodafone Group Plc Annual Report 2006

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  Business
   

 

Summary of Group mobile telecommunications businesses at 31 March 2006 (1)

              Registered          
      Venture   Venture   proportionate   Registered      
  Percentage   customers (4) customer   customers   prepaid      
Country by region (2) ownership (3) (’000)   growth (%) (5) (’000)   prepaid (%) (6) Names of significant mobile competitors (7)












 
Germany 100.0   29,191   7.2   29,191   53.3   E-Plus, O 2 , T-Mobile  
Italy (8) 76.9   24,056   6.9   18,490   92.2   TIM, Wind, 3  
Spain 100.0   13,521   17.9   13,521   50.4   Amena, Telefónica Móviles, Xfera (9)  
UK 100.0   16,304   6.4   16,304   61.1   Orange, O 2 , T-Mobile, 3, Virgin Mobile  












 
US (10) 44.4   53,020   16.7   23,530   5.5   National operators (11) : Cingular Wireless,  
                      Sprint Nextel, T-Mobile  












 
Other mobile operations                        
Subsidiaries                        
Albania 99.9   773   19.1   772   96.8   AMC  
Australia 100.0   3,177   16.3   3,177   74.0   Optus, Telstra, 3  
Czech Republic 100.0   2,214     2,214   47.5   T-Mobile, Eurotel Praha  
Egypt 50.1   6,615   59.9   3,314   90.4   MobiNil  
Greece 99.8   4,479   11.9   4,471   66.4   Cosmote, Q-Telecom, TIM  
Hungary 100.0   2,063   18.9   2,063   68.9   Pannon GSM, T-Mobile  
Ireland 100.0   2,075   6.3   2,075   73.7   Meteor, O 2 , 3  
Malta 100.0   175   4.8   175   89.8   Go Mobile  
Netherlands 99.9   3,913   3.2   3,909   52.4   KPN Mobile, Orange, T-Mobile, Telfort (12)  
New Zealand 100.0   2,068   9.4   2,068   77.6   Telecom  
Portugal 100.0   4,276   19.2   4,276   79.7   Optimus, TMN  
Romania 100.0   6,384   27.1   6,384   64.9   Orange, Cosmorom, Zapp  












 
TOTAL     38,212   28.8   34,898   71.8      












 
Other joint ventures                        
Fiji 49.0   206   32.9   101   94.0    
India 10.0   19,579     1,958   82.8   Hutch, Idea, BSNL/MTNL, Reliance Infocom,  
                      Tata Teleservices  
Kenya 35.0   3,944   56.9   1,380   98.2   Celtel (13)  
Poland 19.6   9,779   32.9   1,918   56.5   Orange, ERA  
South Africa (14) 49.9   23,520   51.9   10,968   89.5   Cell C, MTN  












 
TOTAL     57,028   123.6   16,325   82.2      












 
Other associates and investments                        
Belgium 25.0   4,338   1.0   1,085   57.7   BASE (KPN), Mobistar (Orange)  
China 3.3   260,645   20.9   8,523   76.0   China Netcom, China Telecom, China Unicom  
France 44.0   17,282   8.2   7,612   44.0   Bouygues, Orange  
Switzerland 25.0   4,370   10.2   1,092   39.0   Orange, Sunrise, Tele2  












 
TOTAL     286,635   19.5   18,312   73.2      












 
GROUP TOTAL     517,967   24.2   170,571   65.9      












 
Notes:
(1) The above information is presented for continuing operations only. Japan is classified as a discontinued operation and had 15,210,000 venture customers and14,858,000 registered proportionate customers at 31 March 2006.
(2) All controlled networks and the jointly controlled network in Italy operate under the Vodafone brand, with the exception of Vodafone Romania, which operates under the dual brand Connex Vodafone. Networks in which the Company does not have a controlling interest operate under the following brands: Belgium – Proximus; China – China Mobile; Fiji – Vodafone; France – SFR; India – Airtel; Kenya – Safaricom; Poland – Plus GSM; South Africa – Vodacom; Switzerland – Swisscom Mobile; US – Verizon Wireless.
(3) All ownership percentages are stated as at 31 March 2006 and exclude options, warrants or other rights or obligations of the Group to increase or decrease ownership in any venture as detailed in “Financial Position and Resources – Liquidity and Capital Resources – Option agreements” Ownership interests have been rounded to the nearest tenth of one percent.
(4) See page 49 for a definition of a customer.
(5) Venture customer growth is for the year to 31 March 2006.
(6) Prepaid customer percentages are calculated on a venture basis at 31 March 2006.
(7) Includes significant MVNOs which do not operate a mobile telecommunications network.
(8) Vodafone Italy is a joint venture.
(9) Licensed network operator, scheduled to commence commercial service during the 2007 financial year.
(10) The Group’s ownership interest in Verizon Wireless is 45.0%. However, the Group’s proportionate customer base has been adjusted for Verizon Wireless’s proportionate ownership of its customer base across all its network interests of approximately 98.6%, at 31 March 2006. In the absence of acquired interests, this proportionate ownership will vary slightly from period to period depending on the underlying mix of net additions across each of these networks.
(11) This is not a full list of US network operators. In the United States, in addition to the national operators shown, there are several regional and numerous local operators.
(12) Telfort was acquired by KPN Mobile during the financial year but still operates its own network.
(13) The Kenyan Government has awarded a third licence but the operator had not commenced service at 30 May 2006.
(14) On 20 April 2006, the Group’s ownership percentage increased to 50%.

 

Vodafone Group Plc Annual Report 2006 13

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Business Overview
continued

Partner Markets
Partner Markets are operations in which the Group has entered into a partnership agreement with a local mobile operator, enabling a range of Vodafone’s global products and services to be marketed in that operator’s territory. The Group’s Partner Market strategy enables the Group to implement its global services in new territories, extend its brand reach into new markets and create additional revenue without the need for equity investment.

Similar agreements also exist with a number of the Group’s associated undertakings.

Details of the partnership agreements in place as at 31 March 2006 are provided on the Group’s website.

Licences and network infrastructure
Licences

The Group is dependent on the licences it holds to operate mobile telecommunications services. Further detail on the issue and regulation of licences can be found in “Regulation”. The table below summarises the significant licences held by the Group’s mobile operating subsidiaries and the Group’s joint venture in Italy:

        Date of
Country by Licence Licence expiry Network commencement of
region type date type commercial service





Germany 2G December 2009 GSM/GPRS June 1992
  3G December 2020 W-CDMA February 2004





Italy 2G January 2015 GSM/GPRS December 1995
  3G December 2021 W-CDMA February 2004





Spain 2G July 2023 (1) GSM/GPRS October 1995
  3G April 2020 W-CDMA February 2004





UK 2G See note (2) GSM/GPRS December 1991
  3G December 2021 W-CDMA February 2004





Other mobile operators    
Albania 2G June 2016 GSM August 2001
Australia 2G June 2017 (3) GSM/GPRS September 1993
  3G October 2017 W-CDMA October 2005
Czech Republic 2G November 2020 GSM/GPRS March 2000
  3G February 2025 W-CDMA See note (4)
Egypt 2G May 2013 GSM/GPRS November 1998
Greece 2G September 2012 GSM/GPRS July 1993
  3G August 2021 W-CDMA July 2004
Hungary 2G July 2014 (5) GSM/GPRS November 1999
  3G December 2019 W-CDMA December 2005
Ireland 2G December 2014 GSM/GPRS March 1993
  3G October 2022 W-CDMA May 2003
Malta 2G September 2010 GSM/GPRS July 1997
  3G August 2020 W-CDMA
Netherlands 2G February 2013 (1) GSM/GPRS September 1995
  3G December 2016 W-CDMA February 2004
New Zealand 2G See note (6) GSM/GPRS July 1993
  3G March 2021 (6) W-CDMA August 2005
Portugal 2G October 2006 GSM/GPRS October 1992
  3G January 2016 W-CDMA February 2004 (7)
Romania 2G December 2011 GSM/GPRS April 1997
  3G March 2020 W-CDMA April 2005





Notes:
(1) Date relates to 1800MHz spectrum licence. Vodafone Netherlands and Vodafone Spain also have separate 900MHz spectrum licences which expire in March 2010 and February 2020, respectively.
(2) Indefinite licence with a one year notice of revocation.
(3) Date refers to 900MHz spectrum licence. Various licences are held for 1800MHz licences, which are issued by specific regional regulators. The earliest expires in June 2013 and the latest in March 2015.
(4) Planned for the 2007 financial year.
(5) There is an option to extend this licence for seven years.
(6) Vodafone New Zealand owns three GSM 900 licences (2x21MHz) and one GSM1800 licence (2x15MHz). The GSM900 licences expire in November 2011, July 2012 and September 2021. The GSM1800 licence expires in March 2021.
(7) Portugal launched the Vodafone Mobile Connect 3G/GPRS data card in February 2004, and the launch of 3G voice services took place in May 2005.

Mobile network infrastructure
Network infrastructure is fundamental to the Group being able to provide mobile services. The mobile network enables the Group’s customers to place and receive voice calls and allows the Group to provide other services, such as text messaging.

When a voice call or data transmission is made on a mobile device, voice or data is sent from the device and transmitted by low powered radio signals to the nearest base station, which in turn is connected to the Group’s network. Each base station provides coverage over a given geographic area, often referred to as a cell. Cells can be as small as an individual building or as large as 20 miles across. Each cell is equipped with its own radio transmitter and receiver antenna. This network of cells provides, within certain limitations, coverage over the service area. When a customer using a mobile device approaches the boundary of one cell, the mobile network senses that the signal is becoming weak and automatically hands over the call to the transmission unit in the next cell into which the device is moving.

If the voice call or data transmission is intended for delivery to another device which is not on the Vodafone network, the information is delivered through a public or private fixed line telephone network or the internet.

In a second generation (“2G”) network, each cell contains a base station using a number of radio frequencies or channels. A group of base stations is connected to a base station controller, which in turn is connected to a mobile switching centre and then via a gateway support node for access to a fixed line network or the internet.

In a 3G network, voice or data traffic is passed through a node B, being similar to a base station in a 2G network, to a radio network controller, which is then connected to a mobile switching centre, similar to a 2G network.

Base stations and node Bs form a core element of a mobile network and an insufficient number of base stations can result in loss of service for customers. In addition, the correct deployment of the right base stations is instrumental in achieving the network quality and coverage that are crucial to customer satisfaction.

2G
Vodafone operates 2G networks in all its mobile operating subsidiaries, principally through GSM networks, offering customers services such as voice, text messaging and basic data services. In addition, all of the Group’s controlled networks, with the exception of Albania, operate GPRS, often referred to as 2.5G. GPRS allows mobile devices to be used for sending and receiving data over an internet protocol (“IP”) based network, enabling wireless access to data networks like the internet.

The GPRS data service offering includes internet and e-mail access allowing the customer to be always connected at download speeds slightly below a dial-up modem. Vodafone also offers a great variety of services on its Vodafone live! portal, such as picture and video messaging, download of ringtones, news and many other services.

3G
Vodafone’s 3G networks, operating the W-CDMA standard, provide customers with mobile broadband data access, allowing data download speeds of up to 384 kilobits per second (“kbps”), which is up to seven times faster than a dial-up modem. Vodafone has expanded its service offering on 3G networks with high speed internet and e-mail access, video telephony, full track music downloads, mobile TV and other data services in addition to existing voice and data services.

The Group has secured 3G licences in all jurisdictions in which it operates through its subsidiary undertakings and in which such licences have been awarded to date, as well as in Italy through its joint venture. Vodafone expects to participate in additional 3G licence allocation procedures in other jurisdictions in which it operates. No assurances can be given that the Group will be successful in obtaining any 3G licences for which it intends to apply or bid.

Roll out of the 3G network infrastructure has continued throughout the 2006 financial year across the Group’s mobile operations, with additions to property, plant and equipment and computer software amounting to approximately £4.0 billion during the financial year, including approximately £1.1 billion expenditure on 3G network infrastructure. By the end of March 2006, over 33,000 node B’s were in operation in the Group’s controlled operations and the Group’s joint venture in Italy. In many of the Group’s markets, Vodafone has achieved the leading position on 3G coverage and quality of service.


 

14 Vodafone Group Plc Annual Report 2006

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High Speed Downlink Packet Access (“HSDPA”)
After successful field tests, Vodafone has started to upgrade existing 3G networks with HSDPA.

HSDPA enables data transmission speeds of up to two megabits per second (“Mbps”) in the first phase, with up to 14.4 Mbps achievable with later releases. This will provide customers with faster access speeds than experienced on existing 3G networks.

HSDPA is enabled through the deployment of new software in the 3G radio network and expanding the processing capabilities of the node B. Significant performance benefits are achieved by using mechanisms that use the radio interface more effectively and are further adapted to ‘bursty’ packet based data traffic using IP. A Vodafone Mobile Connect data card which supports HSDPA is available commercially, and compatible Vodafone live! handsets will be launched in the summer of 2006.

HSDPA has been launched commercially by a number of the Group’s mobile operations, including Germany and Portugal, and will be launched by other operating companies in the Group during the 2007 financial year.

While HSDPA focuses on downlink (network to mobile), Vodafone is also working on improving the data speeds in the uplink (mobile to network) to achieve speeds of up to 384kbps.

Global services
Supply chain management
Handsets, network equipment, marketing and IT services account for the majority of Vodafone’s purchases, with the bulk of these purchases from global suppliers. The Group’s Global Supply Chain Management (“GSCM”) team is responsible for managing most of the Group’s relationships with these suppliers.

As GSCM has expanded its scope of activities, Vodafone has seen significant progress in reducing per unit capital and operational expenditures, by leveraging the Group’s scale.

GSCM works with more than 250 strategic suppliers. A consistent supplier performance management process has been implemented across the Group’s mobile operations and Vodafone is actively managing a growing number of key suppliers in this way. Key suppliers are evaluated across six areas, covering aspects of financial stability, technological and commercial criteria, delivery and quality management requirements and corporate responsibility. This process is also being applied to consider relationships with new suppliers, and recently several Chinese suppliers have been qualified for business through GSCM’s China Sourcing Initiative.

GSCM also strives to identify best practice across the Group’s mobile operations with the aim of harmonising business processes, which will bring the benefits of further reducing procurement costs and reducing time to market.

Global suppliers are required to comply with the Group’s Code of Ethical Purchasing which sets out the labour and environmental standards the Group expects suppliers to meet. The Code is based on the Group’s values and international standards, including the Universal Declaration of Human Rights and the International Labour Organisation Conventions on Labour Standards.

A business-to-business electronic commerce strategy is currently being implemented to further increase transparency and control. In the 2006 financial year, purchases of more than £0.8 billion have been effected through e-auctions, driving significant cost savings.

More recently, a global demand management application has been implemented as part of the One Vodafone programme. This web-based application has been developed to provide improved co-ordination of the global purchase of handsets, providing benefits such as the reduction of inventory and obsolescence risk, improved availability and improved effectiveness to allow the Group to respond better to market changes.

It is the Group’s policy to agree terms of transactions, including payment terms, with suppliers and it is the Group’s normal practice that payment is made accordingly. The number of days outstanding between receipt of invoices and date of payment, calculated by reference to the amount owed to suppliers at the year end as a proportion of the amounts invoiced by suppliers during the year, was 36 days (2005: 35 days) in aggregate for the Group.

Products and services
Voice services
Revenue from voice services makes up the largest portion of the Group’s revenue and the Group is undertaking a wide range of activities to encourage growth in the usage of these services. In increasingly competitive local markets where value for money is an important consideration, improving use of existing products and developing a range of new offerings for customers has helped the Group to continue to grow total voice revenue.

Value for money is an important factor for customers when choosing a mobile phone network and is also important in encouraging usage of services whilst maximising revenue and margins. Two main charging or payment models exist in the mobile market – contract and prepaid. Contract customers are usually governed by a written contract and credit facilities are granted to them to enable access to mobile network services. In most cases, contracts have a term of 12 to 24 months with monthly payments for services and, in many of the Group’s mobile operations, the option of purchasing a subsidised handset. A prepaid customer pays in advance in order to gain access to voice and other services. The take-up of these models in the markets in which the Group operates varies significantly, from the US, where the vast majority of customers are on contract plans, to Italy and Egypt, where the market is predominantly prepaid.

The Group has made pricing more customer friendly and value inclusive in a number of its mobile operations. In many cases, these new price structures include large minute bundles that allow customers to talk more for longer. These larger bundle packages and promotions have driven significant usage growth in many of the markets in which the Group operates, although the price per minute is falling across most markets.

Revenue is generated by incoming as well as outgoing calls. Interconnect revenue is received when a customer of a fixed line or other mobile operator network calls a Vodafone customer. Approximately a fifth of mobile voice revenue is derived from incoming calls.

The Group continues to invest in providing enhanced network coverage for services in response to Group-wide customer feedback. In parallel, the Group is improving network service quality to ensure that customers can use their mobile phone whenever and wherever they want.

Social products
Work has continued this year on making mobile services more accessible to people with special communication needs. Vodafone has undertaken significant research to better understand the levels of exclusion relating to use of mobile technology, which is helping to inform relevant areas of the business.

A new Social Investment Fund has been formed to provide incremental resources going forward and to seed initiatives that can demonstrate high social value. One of the initiatives likely to benefit from this is M-pesa, an innovative mobile micro-finance service now on trial in Kenya. This service, run in conjunction with a local bank and Vodafone’s Kenyan joint venture, Safaricom, enables customers to move money in and out of accounts, between other customers and to withdraw cash, all using secure mobile messaging.

Non-voice services
Messaging services
All of the Group’s mobile operations offer SMS, which allows customers to send and receive text messages using mobile handsets and various other devices. SMS usage continued to grow in the 2006 financial year and is the largest contributor to total messaging revenues. MMS, which offers customers the ability to send and receive multiple media, such as pictures, music, sound, video and text, to and from other compatible devices is also available in all Group mobile operations, with the exception of Albania. MMS has enjoyed strong revenue growth in the 2006 financial year across the Group.

Vodafone’s mobile instant messaging service (“Vodafone Messenger”) was re-launched during November 2005 in Italy, Spain and the Netherlands and is currently available in 11 countries. The service has full compatibility with Microsoft’s MSN Messenger in order to address growing customer needs for instant communications.

Vodafone live!
Vodafone live!, the Group’s integrated communications and multimedia proposition initially launched in October 2002, has continued to grow strongly. The proposition, targeted primarily at the young adult (“young active fun”) segment, has been launched in four new markets since 31 March 2005, bringing the total number of countries now offering Vodafone live! to 24. The new markets added in the 2006 financial year were Luxembourg, Iceland, Cyprus and South Africa. At 31 March 2006, there were 27.1 million Vodafone live! active devices on the Group’s controlled and jointly controlled networks, with an additional 5.9 million devices connected in the Group’s associated undertakings.


 

Vodafone Group Plc Annual Report 2006 15

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Business Overview
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Vodafone has continued to develop the Vodafone live! proposition by offering a new range of services, content, handsets and tariffs. The design of the Vodafone live! portal, through which customers can access a range of online services – including games, ringtones, news, sports and information – is being continually enhanced to provide richer content and to make it easier for customers to find and purchase content.

The important ringtones market has continued to develop with mass market adoption of ‘real-tones’ where customers are able to purchase samples of real music recordings as ringtones from artists signed to labels including EMI, Sony BMG Music Entertainment, Universal Music and Warner Music.

Tariff structures have been updated, with a range of messaging and content based bundles now available to customers. These have delivered improved customer value, particularly when offered in conjunction with a handset purchase. In addition, browsing charges for accessing the mobile internet have been simplified in many markets, making it more attractive for customers to browse the web using their mobile phones.

23 new 2.5G phones have been added to the Vodafone live! portfolio in the 2006 financial year, with an increased emphasis on exclusive and customised devices. The new handsets have offered improved camera capabilities, better connectivity, with a significant proportion of devices now offering ‘Bluetooth’ (a wireless link function), and increased memory card storage to enable customers to save content on their devices.

Throughout the 2006 financial year, Vodafone has continued to develop standards in the areas of terminals, platforms, games, digital rights management and MMS. These initiatives are expected to lead to increased speed to market and better services for customers.

Vodafone live! with 3G
In November 2004, the Group launched Vodafone live! with 3G across 13 markets, with an initial portfolio of 10 devices. Vodafone live! with 3G is now available in 10 controlled markets, two joint venture markets, three associated company markets and three Partner Markets. At 31 March 2006, there were 7.1 million devices registered on the controlled and jointly controlled networks capable of accessing the Vodafone live! with 3G portal, and the portfolio of Vodafone live! with 3G devices had expanded to 35. 17 new 3G phones have been added to the portfolio during the 2006 financial year.

An enhanced mobile experience gives Vodafone live! with 3G customers access to a range of high quality content and communication services. Vodafone live! with 3G customers can now experience news broadcasts, sports highlights, music videos, movie trailers and other video content at a quality approaching that of digital television. Vodafone continues to work with leading content partners, including HBO, Eurosport, MTV, UEFA Champions League, Fox and Discovery, to enhance the mobile TV and film content offering. The wide bandwidth of 3G supports access to sophisticated 3D games and the portfolio of mobile games is continually expanding.

The 3G service also supports full track music downloads which allow customers to use their phone to listen to music, choosing from a range that currently includes more than 600,000 music tracks. Vodafone has secured music from some of the world’s greatest artists through agreements with EMI, Sony BMG Music Entertainment, Universal Music, Warner Music and other independent record labels. Using the 3G service, customers can also download live performance videos and stream clips direct to their mobiles.

In the coming year, Vodafone will continue to enhance the music offering with the introduction of Vodafone Radio DJ, a personalised, interactive radio service streamed to both 3G phones and PCs. Customers will have access to hundreds of thousands of tracks and will be able to personalise radio channels to their taste. This service will be offered on a monthly subscription, giving unlimited listening time, and is due for release in more than 20 countries over the next year.

In February 2006, a deal was signed with Google giving Vodafone customers access to the Google search engine via the Vodafone live! portal. The addition of the Google search engine (to be available from October 2006) will help customers access content more easily both on-portal and on the wider ‘mobile internet’. The agreement also sees the introduction of a new advertising based revenue stream to Vodafone live! by incorporating relevant sponsored links within customer search results. The partnership provides a future framework for other innovative collaborations between Vodafone and Google, bringing new opportunities to further expand consumer offerings by incorporating other existing Google products.

Content standards
Vodafone has continued to provide a leadership role in content standards with the launch of a global access control programme and an off-net filter. The access control programme demonstrates Vodafone’s commitment to deliver content responsibly and provides the capability for parents to restrict access to content that may be inappropriate for younger users. Ensuring that the mobile needs of parents and their children are satisfied will remain a priority during the 2007 financial year.

As new media channels evolve, a number of Vodafone initiatives are designed to ensure protection for our customers from inappropriate content, contact and commercialism. These include providing supporting guidelines around the marketing of content to customers, signing up to the codes of practice on spam content and the development of editorial guidelines to provide more robust parental controls.

Vodafone Mobile Connect data cards
First launched in April 2003, the Vodafone Mobile Connect data card provides simple and secure access to existing business information systems such as email, corporate applications, company intranets and the internet for customers on the move. Access speeds vary depending on which technology the data card is using but typically ranges from 384 kbps when connected to a 3G network up to 1.2 Mbps when connected to a network enabled with HSDPA technology. The Vodafone Mobile Connect with 3G broadband data card, which utilises HSDPA technology, has been launched in five markets, with other markets to follow during the 2007 financial year.

The Vodafone Mobile Connect 3G/GPRS data card has now been rolled out across 11 controlled markets, two joint venture markets, three associated companies markets and ten Partner Markets. Vodafone Mobile Connect data cards are available in an increasing number of distribution channels.

During the 2006 financial year, Vodafone announced the launch of built-in 3G broadband connectivity with Acer, Dell and Lenovo notebooks. The roll out of the notebooks will further enhance the choices available to Vodafone customers for high speed mobile working.

The product portfolio was enhanced during the financial year with the launch of an EV-DO data card allowing customers to connect with Verizon Wireless’ high speed data network whilst travelling in the US. In addition, Vodafone also launched a 3G router in conjunction with Cisco and Linksys, which enables mobile connectivity for groups of employees.

At 31 March 2006, there were 0.7 million registered Vodafone Mobile Connect data cards in the Group’s controlled and jointly controlled markets.

Vodafone Wireless Office
Vodafone Wireless Office offers companies the opportunity to reduce the number of fixed desk phones they have and facilitates the move of voice minutes from the fixed to the mobile network through a solution that includes elements that can match or better fixed line call costs, desk phone functionality and user experience. A closed user group tariff, allowing employees to call each other for a flat monthly fee, is a key part of the offer. Another optional element allows a customer to control their mobile phone from their PC or laptop.

At 31 March 2006, Vodafone Wireless Office was available in 14 markets and had over 1.5 million customers.

Other business services
Beyond the wireless enablement of notebook computers, there is an increasing demand for handheld solutions that allow real-time access to email, calendar, contact and other applications. During 2004, Vodafone launched its BlackBerry ® from Vodafone proposition, which is now available in 11 controlled markets, two joint venture markets, three associated company markets and nine Partner Markets.

There were 0.4 million BlackBerry from Vodafone customers on the Group’s controlled and jointly controlled networks as at 31 March 2006.

On 21 April 2005, the Group announced the roll out of Vodafone Push email, a service providing real-time, secure and remote access to email, contacts and calendar direct to a range of business-focused mobile devices. The service has been rolled out in six controlled markets, one joint venture market, two associated company markets and two Partner Markets. At 31 March 2006, the service was supported by ten global devices and a varied number of local devices in the controlled markets.

Roaming services
When travelling abroad roaming allows mobile phone users to make and receive calls using another mobile network in the visited country. The Group continued to expand its roaming coverage and services during the 2006 financial year. The focus of the year, however, was to provide reduced, clearer and easier to understand prices to our customers under the Vodafone Travel Promise roaming campaign launched in May 2005.

On 8 May 2006, the Group announced that average European roaming costs for Vodafone customers will be cut by at least 40% by April 2007, when compared to the period from June to August 2005. This is expected to benefit over 30 million Vodafone customers who roam every year, and will see the average cost of roaming in Europe fall from over 90 eurocents per minute to less than 55 eurocents per minute. The average


 

16 Vodafone Group Plc Annual Report 2006

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saving was determined by calculating the expected cost per minute for all Vodafone’s European customers who roam within the EU during the month of April 2007 and comparing this to the average cost per minute for all European customers who roamed within the EU during the period from June to August 2005 (see “Regulation”).

Vodafone also announced that it will enter into reciprocal wholesale arrangements with any other European operator at no more than 45 eurocents per minute for voice calls within the EU from October 2006. This will enable both Vodafone and other European mobile operators to continue to lower the cost of roaming to customers outside of their own networks.

Vodafone Passport
Vodafone Passport introduced a new roaming pricing architecture for calls made on Vodafone and Partner Networks, enabling customers to “take their home tariff abroad”. The Vodafone Passport price architecture offers greater price transparency and certainty to customers when using roaming services abroad. Whilst abroad, customers can make calls using their domestic tariff, in some cases including free minute bundles, and receive calls at no charge – for a one-off connection fee per call.

Vodafone Passport is now available in 10 controlled markets, one joint venture market, one associated company market and one Partner Market. By 31 March 2006, the service had attracted 5.6 million customers in the Group’s controlled and jointly controlled operations and a further 0.4 million customers in one of the Group’s associated undertakings and a Partner Market. Results show that on average, customers are both talking more and paying less per call when abroad. In addition, Vodafone’s cost per minute for roaming customers fell by over 30% from summer 2004 compared with summer 2005.

Wholesale strategy
During the year, the commercial management of the Group’s business with its main roaming partners has been consolidated in order to better leverage the scale and scope of the Group’s branded footprint. This arrangement has successfully secured a number of important wholesale roaming discount agreements with other networks on behalf of the Group. These provide cost structures that support the development of our roaming customer propositions, promote the mutual development of roaming services with our Partner Markets, and deliver significant cost savings.

Managed roaming, the network technology that automatically directs Vodafone customers to the networks of Partner Markets, is now operating in ten markets, delivering a strong Vodafone customer experience and allowing the Group to benefit from an improved cost structure.

Data propositions
Several actions were taken to complement Vodafone Passport by providing simplicity, price predictability and value for money across data services. Vodafone Group took the initiative to reduce substantially – up to 66% in some markets – the cost per megabyte for standard data usage across its controlled markets. This move was followed by most joint ventures, associated companies and Partner Markets, enabling customers to benefit from a conveniently priced data platform across a wide footprint of 30 markets.

In addition, after pioneering flat monthly data roaming tariffs with its BlackBerry from Vodafone offer in 2004, Vodafone launched a monthly bundle for its Vodafone Mobile Connect 3G/GPRS data card in August 2005, which eliminated price uncertainty and further reduced the nominal cost per megabyte by over 80%. This has significantly increased usage and contributed to the revenue growth in data services seen over the 2006 financial year.

Vodafone Simply
The Vodafone Simply proposition, launched in May 2005, is predominantly targeted at the adult personal user segment. The integrated proposition has been developed to help customers who are less comfortable with mobile technology but would still like to access the mobile experience. The proposition includes exclusively developed, ‘easy to use’ mobile phones with uniquely developed user interfaces accompanied with tariff plans and a tailored retail and customer support experience.

At 31 March 2006, Vodafone Simply was available in a total of 17 markets, with 0.4 million Vodafone Simply enabled devices registered on the Group’s controlled and jointly controlled networks.

Marketing and brand
Brand
Brand marketing focuses on defining a superior, consistent and differentiated experience for our customers. A programme has been undertaken to identify the heart of the Vodafone brand, that is, Vodafone’s brand essence – which evokes passion, dependability and a constant striving for improvement. The brand essence has been used to bring the Vodafone brand to life for Vodafone employees, so that they can do the same for customers in every interaction.

Customer communications
Communication to drive brand preference and service usage is facilitated through various integrated advertising media including radio, television, print and outdoor sites. Global advertising has been developed to communicate the brand essence and to drive revenue growth by encouraging our customers to ‘make the most of Now’. Advertising is supported by strong sponsorship relationships, such as those with Ferrari and the UEFA Champions League, which have global exposure and allow for benefits to be realised at the local level. Media activity is based on customer insight, and is designed to ensure a consistent and effective brand experience across Vodafone’s footprint.

Customer strategy and management
Vodafone uses a customer management system called ‘customer delight’ to measure customer satisfaction in the Group’s controlled markets and the jointly controlled market in Italy at a local and global level. This is a proprietary diagnostic system which tracks customer satisfaction across all the points of interaction with Vodafone, and identifies the drivers of customer delight and their relative impact. This information is used to optimise satisfaction and maximise the financial benefit from differentiated marketing propositions and programmes.

Distribution
The Group distributes its products and services through a wide variety of direct and indirect channels, with different approaches used in the consumer and business sectors.

Products and services are available directly to both consumer and business customers in the majority of markets. Over 1,000 stores are directly owned and managed by Vodafone, with an additional 6,500 Vodafone branded stores. In addition, local websites offer products and services online and local sales forces are in place to discuss terms with business customers.

The extent of indirect distribution varies between markets but may include using third party service providers, independent dealers, agencies and mass marketing. Marketing to third party service providers includes maintaining a competitive tariff structure, providing technical and other training to their staff and providing financial incentives for service providers, their dealers and sales people. It also entails providing assistance on advertising campaigns and supporting the development of both specialist retail outlets and programmes with multiple retailers.

Vodafone’s engagement with IT resellers and distributors has strengthened during the year, with global and local partnerships now fully operational in 12 countries across the Vodafone footprint. In support of this channel capability, Vodafone has launched a channel marketing programme to engage with the IT reseller community via the internet. The programme allows Vodafone marketing and communication access to the IT channel and incentivisation for the sale of Vodafone data products. The programme is operational in eight controlled markets and will be extended across the rest of the Vodafone footprint during the 2007 financial year. This engagement with the IT channel considerably extends Vodafone’s ability to sell to small and medium enterprises and small business customers as well as providing a key platform to support the launch of notebooks with built in 3G broadband during the coming year.

The last few years have seen the growth of MVNOs who buy access to existing networks and re-sell them to customers under a different brand name and proposition. Where such a relationship generates profitable use of network capacity and does not impact the Vodafone brand, a mobile operating subsidiary may consider entering into a partnership with an MVNO.

Multinational corporates (“MNC”)
In April 2005, Vodafone launched the first global business unit aimed at serving a specific customer segment – the multinational corporate market. The MNC business unit currently serves many of the world’s largest enterprises with a differentiated global MNC proposition. The sales and service teams are located across the globe, aligned with the customers’ locations. Customers of the business unit also benefit from a central service unit to develop specific propositions and pricing specifically targeted to meet the needs of a global Chief Information Officer, helping to purchase, manage, monitor and administer mobile telecommunications centrally within a global organisation.

The Vodafone MNC unit’s initial focus is on providing consistency across Vodafone markets for existing corporate solutions, together with dedicated global customer service and global account management. The MNC vision is “worldwide communications made easy for global businesses”. In the year since launch, the Vodafone MNC unit can offer a consistent BlackBerry from Vodafone solution in 12 markets, a Master Service Agreement covering nine countries, a global helpdesk offering third line support to the administrator of the global accounts, account and service management at a global and local level in over 20 markets with full support from a technical team to implement existing solutions, and help develop tailored solutions.


 

Vodafone Group Plc Annual Report 2006 17

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Business Overview
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Summary of Group products and services
The following table summarises the availability of the Group’s most significant products and services as at 31 March 2006. Only the markets in which Vodafone products and services are available to customers are represented below:

        Vodafone          
      Vodafone Mobile          
      Mobile Connect Black-        
    Vodafone Connect 3G/GPRS Berry Vodafone Vodafone    
  Vodafone live! data data from Push Wireless Vodafone Vodafone
Country live! with 3G card card Vodafone Email Office Passport Simply

Subsidiaries (1)                  
                   
Germany  
                   
Spain
                   
UK
                   
Albania     *          
                   
Australia    
                   
Egypt            
                   
Greece
                   
Hungary *  
                   
Ireland
                   
Malta        
                   
Netherlands
                   
New Zealand    
                   
Portugal  
                   
Romania                
                   
Joint Ventures                  
                   
Fiji                
                   
Italy
                   
South Africa          
                   
Associates                  
                   
France
                   
Belgium        
                   
Switzerland        
                   
Partner Markets                  
                   
Austria        
                   
Bahrain              
                   
Croatia        
                   
Cyprus     *          
                   
Denmark            
                   
Estonia            
                   
Finland            
                   
Hong Kong              
                   
Iceland          
                   
Kuwait                
                   
Luxembourg            
                   
Singapore       *        
                   
Slovenia            
                   
Sweden  

Total markets 24 17 24 26 25 12 14 13 17

Note:
(1) The following information is presented for continuing operations only. Japan is classified as a discontinued operation.
   
Key:
  Available throughout the 2006 financial year
  Launched in the 2006 financial year
*   Launched since 31 March 2006

One Vodafone
The One Vodafone initiatives are aimed at achieving cost savings and enhancing revenue for the Group’s controlled mobile businesses and the Group’s jointly controlled mobile business in Italy. The Group has previously targeted that, in the 2008 financial year, the total of operating expenses (being the aggregate of payroll and other operating expenses) and capitalised fixed asset additions, would be broadly similar to those for the 2004 financial year, assuming no significant changes in exchange rates and after adjusting for acquisitions and disposals.

The Group has also previously targeted mobile capitalised fixed asset additions in the 2008 financial year to be 10% of mobile revenue as a result of the initiatives.

Further, revenue enhancement initiatives were expected to deliver benefits equivalent to at least 1% additional revenue market share in the 2008 financial year compared with the 2005 financial year, which the Group is measuring in Germany, Italy, Spain and the UK against its principal competitors.

The Group has updated its One Vodafone targets to reflect both the new organisational structure and additional cost saving initiatives.

Capitalised fixed asset additions are expected to be 10% of revenues in the 2008 financial year for the total of the Group’s Europe region and its common functions.

The Group now expects the aggregate of payroll and other operating expenses to be broadly stable in the 2008 financial year when compared to the 2006 financial year for the total of the Group’s Europe region and its common functions, assuming no significant changes in exchange rates, after adjusting for acquisitions and disposals, and excluding the potential impact from its New Businesses unit and any one off business restructuring costs.

The objective for the 2006 financial year has been to commence implementation of the plans outlined last year. Significant benefits are expected in the 2007 financial year, with the full targets expected to be met in the 2008 financial year.

The One Vodafone programme has focused on six key initiatives, as follows:

The network and supply chain management initiative has driven prices down over the last two years in the radio network area through competitive bidding via e-auctions and standardising specifications for base stations, accessories and operating costs. In core networks, the Group is advancing towards an all IP based network, thereby simplifying and reducing the number of component parts and leading to lower costs. Through increasing the amount of self built transmission, both through microwave links and owned dark fibre, costs are being reduced and future cost escalation will be limited as the volume of data traffic grows.
   
The service platforms initiative has created a shared service organisation to host the European development and operations of services. The shared service organisation is now providing a hosting service for the Vodafone live! portal for seven of the Group’s mobile operating subsidiaries, the Group’s joint venture in Italy and two Partner Markets. Other platforms are also being migrated and new services are being implemented, for the first time, solely on the shared service platform. The centralisation is designed not only to reduce costs but also to increase revenue through reduced time to market for new products and services.
   
The IT initiative focuses on the two areas of data centres and application development. For data centres, which host the servers to support billing and customer relationship management systems, consolidation is underway, with migrations of all of the Southern European, German and Dutch data centres completed in the year, and work is progressing on the UK and Ireland data centres following the completion of the planning phase in the 2006 financial year. The remaining part of the IT effort is focused on driving efficiencies in application development and maintenance, which will continue through to 2008 and beyond. Activities in both these areas are enabling the Group to leverage its global purchasing power and drive operational excellence.
   
The customer management programme is focused on driving segment and value based service differentiation to improve customer satisfaction, generate revenue and reduce churn. During the 2006 financial year, achievements included the launch of a common customer management service strategy, the implementation of a cross operating company network of specialised roaming customer care teams to improve service for our roaming customers and the roll out of a number of best practice activities to a number of operating companies.
   
The focus of the terminals programme is to provide an end to end process for delivering terminals to our customers, driving benefits from scale and reduced time to market. At present, the procurement of approximately four out of five handsets in the Group’s mobile operating subsidiaries and joint venture in Italy is negotiated globally, providing the Group with scale advantages. In addition, complexity in handsets is being reduced by standardising components and the move to a smaller number of technology platforms. It is expected that these activities, together with the launch of

 

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  Business
   

 

  exclusive Vodafone branded handsets, will drive incremental revenue benefits, as well as cost savings, through reduced churn and higher ARPU per handset.
   
Finally, the focus of the roaming initiative is to transform customers’ roaming experience, primarily through reducing barriers to usage by providing better value when they travel abroad. In addition, providing the best value inter-operator tariffs and consolidating certain roaming support activities are key goals of the programme. Vodafone Passport has been launched in 13 markets and over 6 million customers have signed up to the service at 31 March 2006. Improvements in customer satisfaction and a higher proportion of customers roaming on to Vodafone networks have been observed.

Research and Development (“R&D”)
The Group’s R&D function comprises an international and multicultural team for applied research in mobile telecommunications and its applications. The majority of the Group’s R&D function is undertaken through the Group’s centres of excellence, located in Newbury, Maastricht, Munich, California, Milan and Madrid, and in an associate centre in Paris belonging to Vodafone’s associated undertaking in France, SFR. In the 2006 financial year, the R&D Centre in Tokyo was re-absorbed into the Japanese operation and ceased to engage in research and development for the Vodafone Group. The work of the centre in California was refocused to activities where a presence in the US was essential in order to carry them out and the size of the centre reduced accordingly. Early in 2006, the Group’s R&D function was given full responsibility for intellectual property across the Vodafone Group.

The Group’s R&D function provides technical leadership, and a programme of research support, into technology that will typically start to be used in the business in three years and beyond. Governance is provided by the Group R&D Board which is chaired by the Group R&D Director and consists of the chief technology officers from four of the mobile operating subsidiaries, together with the heads of Future Products, Business Strategy, Terminals and Technology Development.

The Group’s R&D function focuses on applied research that is positioned between the basic research undertaken by universities and commercial product development. The emphasis of the Group’s R&D work programme is on providing technology analysis and vision that can contribute directly to business decisions, enabling new applications of mobile telecommunications, using new technology for new services, and research for improving operational efficiency and quality of the Group’s networks. The work programme is organised into technology research and application research. The technology research is concerned with core radio, network and service enabling technologies. It includes business modelling techniques, application of social science and analysis of disruptive technologies. The application research is concerned with developing new business applications of radio based technologies for commercial launch. Both areas of research are directed to expanding business boundaries and opportunities through advances in technology, science and business practice.

The work of the Group’s R&D function is delivered through a series of programmes with a substantial number of trials, demonstrations and protoypes. All work is set in a business and social context. There is growing emphasis on work that secures intellectual property rights or can otherwise lead to Vodafone having stronger influence on the technology it will deploy in the future. In addition, the Group’s R&D function provides leadership for funding research into health and safety aspects of mobile telecommunications and technical leadership for the Group’s spectrum strategy.

The main themes currently being researched are the evolution of 3G, new application areas for mobile communications and convergence with the internet. The basis of the Group’s 3G radio technology is W-CDMA and enhancements to provide a higher speed version, usually referred to as HSDPA, or High-Speed Uplink Packet Access (“HSUPA”), are currently being rolled out. The focus over the last year has been on setting scientifically justifiable targets for the long term evolution of the 3G radio interface and establishing these within the industry. Evolutions to the core network based on ubiquitous use of internet protocols and web services complement this, and are leading to a convergence of internet and mobile technologies. Several internet based or converged services have been prototyped and demonstrated within the Vodafone community. Significant R&D effort has also been dedicated to transferring previous research results in mobile TV to the Group’s marketing and technology functions to provide the basis for the Vodafone’s mobile TV programme. Applications of mobile telecommunications to health and well being, intelligent transport systems and the digital home are also being researched.

Much of the work of the Group’s R&D function is done in collaboration with others, both within the Group and externally. Joint R&D facilities have been set up with three major infrastructure suppliers. Infrastructure and handset suppliers work with the Group’s R&D function on many of its projects, from providing equipment for trials, through coauthoring research reports, to being a partner in some of the R&D programmes. At the more academic end of the spectrum of applied research, the Group’s R&D function continues to develop relationships with a number of universities. These relationships include sponsoring research students, collaboration in European research activities, funding specialised research centres and working with Vodafone funded chairs and readerships. This year, the Group’s R&D function hosted an Academic Conference where

it brought together its academic partners to consolidate its academic research programme.

The R&D programme provides the Group with long term technical policy, strategy and leadership, as well as providing technical underpinning for the Group’s public policies and government relations, and is shared with all of the Group’s mobile operations and common functions. They are able to influence the programme through working relationships that are designed to allow delivery of the results of the programme directly into the business units where they are needed.

The Group expensed £206 million in the 2006 financial year on R&D, compared with £198 million in the 2005 financial year, and capitalised development costs of £10 million (2005: nil). Besides the core R&D outlined above, this expenditure was incurred principally on developing new products and services, billing systems and network development.

Non-mobile Telecommunications
The Group’s non-mobile telecommunications businesses comprise interests in Arcor, Neuf Cegetel and Bharti Airtel (“Bharti”), previously named Bharti Tele-Ventures.

Arcor is the second largest fixed line telecommunications provider in Germany. Based on its own Germany-wide voice and data network, Arcor offers its customers a range of services for voice and data transfer, with a focus on direct access based broadband and internet protocol enabled virtual private network (“IP-VPN”) products. The Group’s ownership interest in Arcor is 73.7% and it is accounted for as a subsidiary.

The merger of Cegetel and Neuf Telecom completed on 22 August 2005, creating the leading alternative operator for fixed telecommunication services in France, offering a wide range of fixed line telephone services to residential and business customers as well as special corporate services ranging from internet and customer relations management to internet and intranet hosting services. The new entity, Neuf Cegetel, has the largest alternative broadband network in France, with 70% population coverage. The Group’s indirect ownership interest in Neuf Cegetel is 12.4% and it is accounted for as an associated undertaking. In May 2006, the Group’s indirect ownership interest increased to 15.4%.

Bharti is an Indian based mobile fixed line telecommunications operation with three strategic business units: mobility, enterprise services and broadband. The Group’s ownership interest in Bharti is 10% and it is accounted for as a joint venture.

History and Development of the Company
The Company was incorporated under English law on 17 July 1984 as Racal Strategic Radio Limited (registered number 1833679), as a subsidiary of Racal Electronics Plc, and changed its name to Racal Telecommunications Group Limited in September 1985. In September 1988, it became Racal Telecom Limited then re-registered as Racal Telecom Plc, a public limited company. In October 1988, approximately 20% of the Company’s capital was offered to the public. The Company was fully demerged from Racal Electronics Plc and became an independent company in September 1991, at which time it changed its name to Vodafone Group Plc.

Between 1991 and 1999, the Group consolidated its position in the United Kingdom and enhanced its international interests through a series of transactions. At 31 March 1999, the Group had subsidiary mobile network operating companies (“mobile operating subsidiaries”) in six countries (the UK, the Netherlands, Greece, Malta, Australia and New Zealand), as well as equity interests in a further seven countries, and a proportionate mobile customer base of 10.4 million.

The Group completed a number of business transactions between 1999 and 31 March 2003, which transformed the Company into the world’s leading international mobile telecommunications company. The most significant transactions were:

The merger with AirTouch Communications, Inc. (“AirTouch”), which completed on 30 June 1999. The Company changed its name to Vodafone AirTouch Plc in June 1999. The combined Group had mobile operating subsidiaries in 10 countries, (adding Sweden, Portugal, Egypt and the US) and equity interests in an additional 12 countries.
   
The acquisition of Mannesmann AG (“Mannesmann”), which completed on 12 April 2000. Through this transaction the Group acquired subsidiaries in two of Europe’s most important markets, Germany and Italy, and increased the Group’s indirect holding in SFR, a French mobile telecommunications operator. Subsequent to the acquisition, the Group sold a number of non-core businesses acquired as part of the Mannesmann transaction. Following approval by its shareholders at the Annual General Meeting (“AGM”), the Company reverted to its former name, Vodafone Group Plc, on 28 July 2000.

 

Vodafone Group Plc Annual Report 2006 19

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Business Overview
continued

The combination of the Group’s US mobile operations with those of Bell Atlantic Corporation and GTE Corporation to form the Cellco Partnership, which operates under the name “Verizon Wireless”, on 10 July 2000. The Group owns 45% of Verizon Wireless and accounts for it as an associated undertaking.
   
The acquisition of Airtel Móvil S.A., a mobile network operator in Spain, which became a subsidiary of the Group in December 2000.
   
The acquisition of Eircell Limited, a mobile network operator in Ireland, following a public offer for shares which closed in May 2001.
   
The acquisition of the Group’s operations in Japan. The Group’s initial investment in Japan resulted from the AirTouch merger and between the date of the merger and October 2001, the Group increased its effective interest in the Japanese mobile telecommunications company, J-Phone Co. Ltd to 69.76% through a number of transactions. The Group also acquired a 66.7% stake in the fixed line operator, Japan Telecom Co., Ltd (“Japan Telecom”).

By 31 March 2003, the Group controlled mobile operations in 16 countries and held equity investments in mobile operations in a further 12 countries. The proportionate mobile customer base was 119.7 million at that date.

Transactions since 31 March 2003
Acquisitions
Subsidiary undertakings
Turkey
On 13 December 2005, the Group announced it had agreed to acquire substantially all the assets and business of Telsim Mobil Telekomunikasyon (“Telsim”) from the Turkish Savings Deposit and Investment Fund. The transaction was completed on 24 May 2006, with cash paid of $4.67 billion (£2.6 billion). Telsim was consolidated as a subsidiary undertaking from that date.

Czech Republic and Romania
On 31 May 2005, the Company announced that its wholly owned subsidiary, Vodafone International Holdings B.V., had completed a transaction with Telesystem International Wireless Inc. of Canada to acquire:

79.0% of the share capital of MobiFon S.A. (“MobiFon”) in Romania, increasing the Group’s ownership in MobiFon to approximately 99.1%; and,
   
99.9% of the share capital of Oskar Mobil a.s. (“Oskar”) in the Czech Republic

for cash consideration of approximately $3.5 billion (£1.9 billion) which was funded from the Group’s cash resources. In addition, the Group assumed approximately $1.0 billion (£0.6 billion) of net debt. The remaining 0.9% of MobiFon was acquired in a separate transaction in the 2006 financial year.

On 1 February 2006, Oskar was renamed Vodafone Czech Republic.

Egypt
On 16 May 2003, the Group increased its shareholding in Vodafone Egypt from 60.0% to 67.0%. Subsequently, the Group has reduced its effective interest in Vodafone Egypt to 50.1%. Further details are provided in “Performance – Financial Position and Resources – Option agreements and similar arrangements” on page 42.

Greece
On 1 December 2003, following the purchase of a 9.433% stake in Vodafone Greece from Intracom S.A., the Group announced a public offer for all remaining shares not held by the Group. As a result of the offer and subsequent market purchases, the Group increased its effective interest in Vodafone Greece to 99.4% at 31 March 2004. The total aggregate cash consideration paid in the 2004 financial year was £815 million.

Vodafone Greece’s shares were delisted from the Athens and London Stock Exchanges on 15 July 2004 and 20 August 2004 respectively.

Between 24 January 2005 and 31 March 2005, the Group acquired a further 0.4% interest in Vodafone Greece through private transactions at a price equal to the price paid in the public offer.

Hungary
On 10 June 2003, the Group increased its stake in Vodafone Hungary to 87.9% by subscribing for Antenna’s share of an issue of ‘C’ shares.

In the first half of the 2005 financial year, the Group subscribed for HUF 89,301 million (£248 million) shares in Vodafone Hungary, increasing the Group’s stake to 92.8%. On 24 September 2004, the Group entered into a sale and purchase agreement to acquire the remaining 7.2% shareholding from Antenna. This transaction completed on 12 January 2005 with the effect that Vodafone Hungary became a wholly owned subsidiary of the Group.

Japan
During the 2004 financial year, the Group sold its interest in Japan Telecom, as described under “Disposals”. In addition, J-Phone Co., Ltd was renamed Vodafone K.K. on 1 October 2003 and Japan Telecom Holdings Co., Ltd. was renamed Vodafone Holdings K.K. on 10   December 2003.

On 25 May 2004, the Group’s wholly owned subsidiary, Vodafone International Holdings B.V., announced offers for the shares not held by the Group in Vodafone Holdings K.K. and Vodafone K.K. As a result of these offers, the Group increased its effective shareholding in Vodafone K.K. to 98.2% and its stake in Vodafone Holdings K.K. to 96.1% for a total consideration of £2.4 billion. On 1 October 2004, the merger of Vodafone K.K. and Vodafone Holdings K.K. was completed and the Group held a 97.7% stake in the merged company, which was renamed Vodafone K.K. Subsequently, on 1 August 2005, shares in Vodafone K.K. were delisted from the Tokyo Stock Exchange.

Vodafone K.K was subsequently sold on 27 April 2006. Further details are provided in the section on “Disposals” below.

Malta
On 1 August 2003, the Group increased its shareholding in Vodafone Malta from 80% to 100% by purchasing Maltacom Plc’s 20% interest in Vodafone Malta for cash consideration of 30 million.

The Netherlands
During the 2004 financial year, the Group increased its effective interest in Vodafone Netherlands to 99.9% as a result of private transactions. The Group has exercised its rights under Dutch law and initiated compulsory acquisition procedures in order to acquire the remaining shares. Following these procedures, Vodafone Netherlands will become a wholly owned subsidiary of the Group. Vodafone Netherlands’ shares have been de-listed from the Euronext Amsterdam Stock Exchange.

Portugal
Having achieved an effective interest of greater than 90% at the start of the 2004 financial year, the Group implemented compulsory acquisition procedures to acquire the remaining shares, which became effective on 21 May 2003, for a further consideration of £74 million. As a result, Vodafone Portugal became a wholly owned subsidiary of the Group.

Sweden
Under compulsory acquisition procedures, on 15 March 2004, Vodafone Holdings Sweden AB obtained advanced access to an aggregate of 2,377,774 shares in Vodafone Sweden, giving the Group ownership of, and title, to these shares.

On 31 March 2004, the Group increased its effective interest in Vodafone Sweden to 100% by the purchase of 1,320,000 shares which were held in treasury by Vodafone Sweden.

Vodafone Sweden was subsequently sold on 5 January 2006. Further details are given on page 115.

UK
On 22 September 2003, the Group acquired 100% of Singlepoint (4U) Limited for a consideration of £417 million. In addition, as a result of a recommended cash offer announced on 5 August 2003, the Group acquired 98.92% of Project Telecom plc, after the offer was declared unconditional on 19 September 2003, and subsequently acquired the remaining 1.08% in November 2003, for a total consideration of £164 million. These businesses have been integrated into the Group’s UK operations.

Joint ventures
India
On 18 November 2005, the Group acquired a 5.61% direct interest in Bharti from Warburg Pincus LLC and, on 22 December 2005, the Group acquired a further 4.39% effective shareholding in Bharti by subscribing for convertible debentures in Bharti Enterprises Private Limited, bringing the Group’s effective shareholding in Bharti to 10.0%. Bharti is a national mobile operator in India which also provides fixed-line services. The total consideration paid for these transactions was Rs. 67 billion (£858 million).

South Africa
On 26 January 2006, the Group announced that its offer to acquire a 100% interest in VenFin Limited (“VenFin”) had become wholly unconditional. VenFin’s principal asset was a 15% stake in Vodacom Group (Pty) Limited (“Vodacom”) and VenFin has disposed of substantially all of its assets other than its stake in Vodacom for a cash consideration of R5 billion (£0.5 billion) to a new company owned by certain of the former shareholders in VenFin. At 31 March 2006, the Group held an effective economic interest in VenFin of 98.7% and an effective voting interest of 99.3%. On 20 April 2006, the Group completed the compulsory acquisition of the remaining minority shareholdings in VenFin, from which date the Group holds 100% of the issued share capital of VenFin. As a result the Group holds 50% of the share capital of Vodacom.


 

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  Business
   

 

Associates
SFR and Cegetel
In December 2003, in order to optimise cash flows between Cegetel Group and its shareholders, SFR was merged into Cegetel Group and this company was renamed SFR. The fixed line businesses, Cegetel S.A. and Télécom Développement, previously controlled by SNCF, were merged to form Cegetel S.A.S. (“Cegetel”), a company in which SFR had a 65% stake, giving the Group an effective interest of 28.5% at that date. The Group’s interest in SFR remained at approximately 43.9% as a result of this reorganisation.

On 11 May 2005, SFR announced an agreement to merge its fixed line business, Cegetel, with Neuf Telecom, subject to competition and regulatory authority and employee council approvals which were received, and the transaction completed, on 22 August 2005. Under the agreement, SFR purchased SNCF’s 35% minority interest in Cegetel, according to a pre-existing contract, and then contributed 100% of the capital of Cegetel to Neuf Telecom. In return, SFR received a 28% interest in the combined entity, Neuf Cegetel, together with a 380 million bond to be issued by Neuf Cegetel, bringing the Group’s effective shareholding in Neuf Cegetel to 12.4%.

Disposals
During the three year period ended on 31 March 2006, the Group has also disposed of interests in a number of Group companies.

Japan
On 14 November 2003, Vodafone Holdings K.K. completed the disposal of its 100% interest in Japan Telecom. The Group ceased consolidating the results of Japan Telecom from 1 October 2003. Receipts resulting from this transaction were ¥257.9 billion (£1.4 billion), comprising ¥178.9 billion (£1.0 billion) of cash, ¥32.5 billion (£0.2 billion) of transferable redeemable preferred equity and ¥46.5 billion (£0.2 billion) recoverable withholding tax, which was received during the 2005 financial year. In October 2004, the preferred equity was sold to the original purchaser for ¥33.9 billion (£0.2 billion).

On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone Japan to SoftBank. The transaction completed on 27 April 2006 for cash consideration of approximately ¥1.42 trillion (£6.9 billion) including the repayment of intercompany debt of ¥0.16 trillion (£0.8 billion). In addition, the Group received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also assumed debt of ¥0.13 trillion (£0.6 billion).

Sweden
On 5 January 2006, the Group completed the disposal of its 100% interest in Vodafone Sweden to Telenor Mobile Holding AS (“Telenor”). Net cash proceeds after assumption of net debt by Telenor were 970 million (£678 million).

Other disposals
During the 2004 financial year, the Group disposed of its interests in its associated undertakings in Mexico, Grupo Iusacell, and India, RPG Cellular.

On 26 January 2005, the Group completed the disposal of a 16.9% stake in Vodafone Egypt to Telecom Egypt, reducing the Group’s effective interest to 50.1%.



Regulation

Introduction
The Group’s operating companies are generally subject to regulation governing the operation of their business activities. Such regulation typically takes the form of industry specific law and regulation covering telecommunications services and general competition (anti-trust) law applicable to all activities. Some regulation implements commitments made by Governments under the Basic Telecommunications Accord of the World Trade Organisation to facilitate market entry and establish regulatory frameworks. The following section describes the regulatory framework and the key regulatory developments in the EU and selected countries in which the Group has significant interests. Many of the regulatory developments reported in the following section involve ongoing proceedings or consideration of potential proceedings that have not reached a conclusion. Accordingly, the Group is unable to attach a specific level of financial risk to the Group’s performance from such matters.

European Union
Although most Member States of the EU (“Member States”) have now implemented the EU Regulatory Framework for the communications sector (“the EU Framework”), which was adopted in 2002, there remain both ongoing and new infringement proceedings against a number of Member States for late or inadequate implementation.

The EU Framework consists of four principal Directives outlining matters such as the objectives to be pursued by national regulatory authorities (“NRAs”), the way in which telecommunications operators are to be licensed, measures to be taken to protect consumers and ensure universal provision of certain telecommunications services and the terms and basis upon which operators interconnect and provide access to each other.

The EU Framework introduces a number of important changes to the previous framework. It is intended to align the techniques for defining where sector specific regulation may be applied and the threshold for when such regulation can be applied with those already employed in EU competition law. It is also intended to ensure greater consistency of approach amongst NRAs within the Member States. All NRAs are required to take utmost account of the list of markets which are specified by the European Commission (the “Commission”) in a Recommendation when deciding which markets to investigate. The first such Recommendation was published by the Commission in February 2003 and includes markets at a wholesale level, for ‘voice call termination on individual mobile networks’ (the “call termination market”), the ‘wholesale national market for international roaming’ (the “roaming market”) and the wholesale market for ‘access and call origination’ (the “access market”) on public mobile networks (together the “relevant markets”). NRAs may, with the Commission’s consent, also propose markets not included in the Recommendation. The Commission will periodically review the Recommendation and the Commission has said it expects to complete the first such review by the end of 2006. This review may lead to an increase or a decrease in the number and scope of markets subject to sector specific regulation. Changes to the Recommendation are expected to become effective at the conclusion of the review,

while any changes to the framework would become effective following their transposition into national law, from approximately 2010 onwards. So far, the Commission has signalled that only minor changes to the regulatory framework will be considered. Whether the reviewed regulatory framework will increase or decrease the regulatory burden on the Group will depend on the changes being adopted by the EU, the manner in which revised directives are subsequently implemented in Member States and how the revised regulatory framework will be applied by the respective NRAs.

Regulation, under the EU Framework, can only be applied to undertakings with significant market power (“SMP”) (either individually or collectively) in the relevant markets, subject to the Commission’s consent. SMP under the EU Framework accords with the concept of “dominance” under existing EU competition law. This generally implies a market share of at least 40%, although other factors may also be taken into consideration. The SMP threshold under the previous framework required only a 25% share of the relevant market. The Commission published SMP Guidelines in July 2002, which set out principles for use by NRAs in the analysis of markets to determine if undertakings have SMP under the EU Framework.

Spectrum
In September 2005, the Commission published proposals for spectrum reform across the EU, including proposals to allow holders of spectrum greater flexibility on the use to which it is put, to allow holders to trade spectrum within a spectrum market and to improve harmonisation of certain bands. The Commission has proposed that these reforms be enacted by 2010 and has commenced a number of actions to pursue its proposals, principally through the work of the Radio Spectrum Policy Group, a spectrum policy working group comprising the Commission and Member States.

Data retention
In 2005, the European Parliament passed a new Directive on the retention of electronic communications data for law enforcement purposes. Member States must now proceed with national implementation. The Directive sets out the data that network operators and service providers must store and, if requested, make available to law enforcement authorities for the purpose of the prevention, investigation, detection and prosecution of serious criminal offences. The initial invest ment and recurring annual operating costs to the Group of this data retention requirement may be material. It depends on how it is implemented nationally and the extent to which the total of such costs are compensated.

International Roaming
In February 2006, the Commission announced that it is proposing to enact new legislation by way of a regulation under Article 95 of the EU Treaty (which would have immediate effect) to reduce what it considers to be excessive prices charged by mobile network operators for international roaming services. The Commission has concluded its consultation on proposals for a regulation which it proposed would include both retail price regulation aimed at ensuring that the costs of calls when roaming are no more than equivalent domestic calls and the regulation of wholesale prices charged between mobile operators for roaming services.

 


 

Vodafone Group Plc Annual Report 2006 21

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Regulation
continued

On 12 June 2006, the Commission announced that it had ‘fine tuned’ its proposals so as to set the maximum wholesale roaming charge for a local call (within the visited country) at twice the average EU mobile termination rate and that the price of international calls (from the visited country) will be set at three times the mobile termination rate. Retail prices would be capped at wholesale rates plus an allowance for retail costs of 20-30%. These proposals are now subject to consultation within the European Commission before being presented for consideration by the European Parliament and Member States, expected in July. The Commission expects the regulation to become law during 2007. In July 2005, the Commission, supported by the European Regulation Group (“ERG”), a body established under the EU Framework and comprising all EU NRA’s, also called for greater transparency of roaming tariffs and in October 2005 launched a website to inform the public about roaming tariffs within the EU. The website was updated in March 2006.

Anti-trust proceedings in relation to international roaming continue. In July 2004, the Commission issued a statement of objections, a document detailing its proposed findings, following its investigation into the UK market for wholesale international roaming and, in January 2005, the Commission issued a statement of objections following its investigation of the German market. In both cases, the statement of objections was addressed to both the national mobile operating subsidiaries and to the Company and, in both cases, Vodafone has responded both in writing and in oral proceedings.

The Commission’s proposed findings are that Vodafone has monopoly power over its wholesale customers in both the UK and Germany. Vodafone UK and Vodafone Germany are alleged to have engaged in excessive or unfair pricing. The Commission alleges that the abuse occurred from 1997 to at least September 2003 in the UK and from 2000 to December 2003 in Germany. In the event the Commission finds that there has been a breach of competition law, it may impose a fine on any addressee who had committed the breach.

Separately, the roaming market is one of the relevant markets in the Recommendation. In May 2005, the ERG adopted a common position on international roaming and several NRAs have since then commenced their reviews of the roaming market but no NRA has proposed any regulation in this market. NRAs in Finland and Italy have concluded their market analysis and found no operator to have SMP. The French regulator has concluded that no operator has SMP in the traditional sense but has proposed an extended definition of joint SMP which, if approved, could lead to a finding that all three French operators are jointly dominant. In addition, it has asked the Commission to take action using instruments outside of the existing Framework.

Germany
Germany enacted a law implementing the EU Framework in June 2004. Vodafone Germany agreed to and subsequently reduced its mobile call termination rate with Deutsche Telekom for incoming calls from Deutsche Telekom’s network in December 2004 from14.32 eurocents to 13.2 eurocents and in December 2005 to 11.0 eurocents. The NRA has found all mobile network operators to have SMP in the call termination market and has announced that it will now propose ex-ante price regulation in the absence of agreement to further reductions amongst the mobile network operators.

In February 2004, the NRA decided to award licences for 450MHz spectrum for the provision of public access mobile radio services. Vodafone Germany is appealing this decision.

The NRA has concluded that it will seek to harmonise the expiry of all 2G licences in 2016 and it will extend the terms of all licences ceasing prior to this date, including the licence held by Vodafone subject to agreement on fees. The NRA has also decided to award certain 900MHz frequencies to O2 and EPlus. The NRA is now developing proposals to license new spectrum at 2.6 GHz, often referred to as the 3G extension band, and is considering the auction of unused 3G spectrum at 2 GHz at the same time.

Italy
Italy enacted national law implementing the EU Framework in September 2003.

The NRA has concluded that all mobile network operators have SMP in the call termination market and has imposed obligations on Vodafone Italy of cost orientation, non-discrimination and transparency. In September 2005, Vodafone Italy reduced its rates by 19% from 14.95 eurocents to 12.10 eurocents. The NRA foresees further reductions to 11.20 eurocents from 1 July 2006 and by 13% below the retail prices index on both 1 July 2007 and 1 July 2008. Vodafone Italy has appealed the NRA’s decision.

The NRA concluded its review of the access market in February 2006 and found that no operator had SMP but has said it will keep the market under review.

In March 2005, the National Competition Authority (“NCA”) in Italy conducted unannounced inspections of the offices of mobile network operators in Italy, including Vodafone Italy, seeking evidence of collusion following complaints by resellers and potential MVNOs about alleged anti-competitive conduct. In November 2005, Vodafone Italy received a further request for information from the NCA. In February 2006, the NCA decided to prolong the duration of the proceeding until December 2006. If the NCA were to decide that there had been a breach of competition law, it would be able to impose a fine on any operator who had committed the breach.

In March 2006, the NRA published for consultation the draft analysis of the roaming market and found no operator to have SMP.

Spain
Legislation implementing the EU Framework was enacted in November 2003, and the main sections of secondary legislation were approved during 2004 and 2005.

In September 2005, the NRA announced a 10.57% reduction in Vodafone’s mobile termination rates, which was implemented by Vodafone Spain in November 2005. On 23 February 2006, the Spanish NRA found all mobile network operators to have SMP in the call termination market and imposed obligations including non-discrimination, cost orientation and accounting separation on Vodafone Spain. A further reduction in rates is expected on 1 September 2006.

In February 2006, the NRA found that the three mobile network operators held a position of joint SMP in the access markets. This decision was reviewed by the European Commission and the NRA allowed to proceed. The NRA has decided to impose a wholesale network access obligation at reasonable prices facilitating the entry of firms including MVNOs. Vodafone has appealed the decision of the NRA to find Vodafone as holding SMP in the Spanish courts and has appealed the decision of the European Commission to allow the NRA to proceed to the Court of First Instance at Luxembourg.

United Kingdom
The new Communications Act, implementing the EU Framework, was enacted in July 2003.

The NRA conducted and concluded its review of the access market and found that no operator had SMP. The NRA found that all mobile network operators have SMP in the call termination market and required Vodafone UK to reduce its termination charge for calls conveyed over the 2G network, with effect from September 2004, to a target average charge of 5.6 pence per minute. In December 2005, the NRA decided to maintain this price control until 31 March 2007. The NRA has now embarked upon consultation on proposals to regulate the call termination market in respect of calls conveyed over both 2G and 3G networks from April 2007.

The NRA has proposed that 2G mobile frequencies will be tradable in 2007. The NRA is assessing whether holders of 2G spectrum can use it to provide 3G services. The NRA is also consulting on a specific proposal to liberalise spectrum usage rights more generally.

United States
The Federal Communications Commission (“FCC”), the United States’ NRA, commenced a Notice of Inquiry in 2004 into the level of termination rates charged by foreign mobile network operators to US international operators. The FCC sought inputs on the status of foreign mobile termination rates, including actions taken to date by foreign regulators to address the issue. This proceeding remains pending.

The NRA plans to award spectrum via auction in the 1.7 and 2.1 GHz bands beginning in June 2006.

Other Mobile Operations
Subsidiaries
Albania
In March 2006, the NRA issued for consultation to the operators its analysis of the mobile market in Albania, where the NRA proposed to designate the mobile networks operators including Vodafone Albania as having SMP in two markets: the call termination market and “the market of mobile services to end users”. As a result, the NRA proposes obligations of transparency, non-discrimination and access obligations. The NRA may also impose retail price controls.

Vodafone Albania has submitted its comments and objections on the NRA’s market analysis. In addition, Vodafone Albania has been notified by the NCA of an investigation into alleged excessive pricing of mobile services. In May 2006, a Parliamentary Investigation Commission was established to investigate the two mobile operators and to prepare recommendations for liberalisation of the market.

Australia
The NCA released its final decision on the regulation of mobile termination in June 2004. In its review, it proposed that all mobile network operators have market power with respect to mobile termination and proposed a pricing principle that requires mobile call termination rates to fall from 21 Australian cents per minute to 12 Australian cents per minute. Vodafone Australia’s appeal of this decision was rejected. In addition, Vodafone Australia lodged an “access undertaking” proposing alternative rates, which the NCA has rejected. Vodafone Australia is now appealing that decision. The NCA has also received various requests for adjudication of disputes between Vodafone Australia and certain other operators, the results of which will apply from the date the dispute was lodged with the NCA.


 

22 Vodafone Group Plc Annual Report 2006

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  Business
   

 

Czech Republic
In February 2005, Vodafone Czech Republic was awarded a 3G licence. There have been one or more complaints that the award may have breached EU competition law and the Commission is investigating the award process.

In May 2005, a new law implementing the EU Framework came into effect. Mobile number portability was implemented in January 2006.

Egypt
Egypt enacted a new telecommunications law in 2003, which gave new powers to the NRA and imposed new obligations on licensees, including obligations in relation to universal service provision. During 2004, Vodafone Egypt finalised an agreement with the NRA that covered most of these new obligations while obtaining additional spectrum in the 1800MHz range to facilitate business expansion.

In February 2005, the NRA announced proposals to award a third mobile licence. The licence will be technology neutral and enable both 2G and 3G services. The licence is expected to be awarded by September 2006. The NRA is planning to negotiate the award of 3G licences to the two existing mobile network operators by September 2006. Mobile number portability and national roaming are expected to be implemented in Egypt by April 2007.

Greece
Greece enacted national law implementing the EU Framework in February 2006. Vodafone Greece agreed to reduce its mobile termination rate from approximately 17.0 eurocents to 14.5 eurocents per minute on 1 October 2004. The NRA has found all firms to have SMP in the call termination market and has developed a Long Run Incremental Cost model (“LRIC model”) to determine cost oriented mobile call termination rates. Vodafone Greece will reduce its rate to 12.0 eurocents on 1 June 2006 and further reductions to approximately 10.0 eurocents will be made in one or more steps prior to 1 June 2007.

In August 2005, each of the mobile network operators was fined 500,000 for failing to implement mobile number portability.

In March 2006, the three largest mobile network operators were found by the NRA to have colluded in the setting of retail SMS prices and were fined 1 million each. Vodafone Greece has filed an administrative appeal.

In April 2005, the Council of State issued a judgement that base stations erected by mobile operators prior to August 2002 did not meet legal requirements. The new law seeks to remedy this but also prohibits the installation of base stations in schools and hospitals and decreases EMF exposure limits.

In March 2005, Vodafone Greece was made aware of a security issue in its network. Software foreign to the network, and capable of performing interception, had been installed in the network without Vodafone’s knowledge. The software was created, supported and maintained by an external supplier. The foreign software was removed without delay and the Greek authorities promptly informed. The authorities conducted investigations and subsequently made the matter public in February 2006. Since then, further investigations have taken place and continue. Vodafone Greece is co-operating with the Greek authorities.

Hungary
Hungary implemented the EU Framework in January 2004 as part of its preparations for joining the EU on 1 May 2004. In its review of the call termination market, the NRA has proposed that all mobile network operators have SMP and has imposed obligations of cost orientation, non-discrimination, accounting separation and transparency. Vodafone Hungary has appealed this finding. In May 2005, Vodafone Hungary complied with a requirement to reduce its call termination rates by 16%. Vodafone Hungary has appealed the decision. In its review of the access market the NRA found that no mobile network operator had SMP.

Ireland
Regulations implementing the EU Framework were adopted in June 2003. In December 2005, an appeal court annulled the NRA’s finding that Vodafone and O 2 have joint SMP in the access market.

In its review of the call termination market, the NRA has found that all mobile network operators have SMP. The NRA has imposed obligations of cost orientation and non-discrimination on all operators and accounting separation and transparency on Vodafone and O 2 . The NRA is also considering the use of price controls. Vodafone Ireland has agreed to reduce its rates by 11% below the retail price index per annum for the 24 months commencing January 2006.

In February 2006, the NRA withdrew a 3G licence it had awarded to Smart Telecom in November 2005. Smart Telecom is appealing this decision.

Malta
Legislation implementing the EU Framework in Malta was enacted during 2004. In the call termination market, the NRA has found both mobile network operators as having SMP and has imposed obligations on Vodafone Malta of cost orientation, non-discrimination, accounting separation and transparency. Vodafone Malta reduced its mobile termination rates by 5% from 11.5 eurocents per minute to 10.9 eurocents per minute in January 2006. The NRA is consulting on proposals to find Vodafone and Go Mobile, the two Maltese mobile network operators, as having joint SMP in the access market, with obligations to offer cost based access to MVNOs and indirect access to other parties.

Vodafone Malta and Go Mobile were awarded 3G licences in August 2005. The third 3G licence remains unassigned. In October 2005, Vodafone Malta was awarded a Broadband Wireless Access frequency licence to operate a nationwide network.

Number portability was implemented on 31 March 2006.

The Netherlands
The Netherlands implemented the EU Framework during 2004. In December 2003, mobile network operators reached agreement with the NRA and the NCA to reduce mobile call termination rates on 1 December 2004 from 15.4 eurocents per minute to 13.0 eurocents per minute, and on 1 December 2005 to 11.0 eurocents per minute. In addition, the NRA has finalised its review of the call termination market and has found that all operators have SMP and proposes remedies of cost orientation, non-discrimination and transparency.

In its review of the access market, the NRA found that no mobile network operator had SMP.

The Government is consulting on the extension or renewal of the existing 2G 900 MHz licences which expire in 2010.

New Zealand
The NRA released a report proposing regulation of mobile termination rates, including a rate reduction of 44% from 27 New Zealand cents per minute to 15 New Zealand cents per minute and reducing further to 12 New Zealand cents per minute by 2010/2011. These proposals were submitted to the Minister for approval, who has requested the NRA to reconsider them. The NRA has done so and published a further position in which its key findings remain essentially unchanged. These will now be resubmitted to the Minister.

The NRA is also reviewing regulation of national roaming and co-location and disputes submitted by Vodafone in relation to certain local interconnection services. It has also recently announced a review to determine whether further regulation or changes to existing regulation are necessary to promote competition in the mobile services market.

The NRA has approved industry plans for the introduction of mobile number portability and has set a date of April 2007 for its introduction.

The government is in the process of determining the price for renewal of 2G licences which expire in 2011.

Portugal
Portugal enacted national law implementing the EU Framework in February 2004. Following its review of the call termination market, the NRA found all three mobile network operators as having SMP and it has imposed obligations on Vodafone Portugal including cost orientation, non-discrimination, accounting separation and transparency. Vodafone Portugal reduced its mobile termination rates in July 2005 to 13.0 eurocents per minute and in January 2006 to 12.5 eurocents per minute.

Vodafone Portugal has requested the renewal of its 2G licence, which is due to expire in October 2006, and the Government has proposed terms which remain largely unchanged from those which already apply to the licence.

Romania
In March 2003, the NRA determined MobiFon, the Group’s subsidiary in Romania, as having SMP in the national interconnection market so, under national law, MobiFon’s mobile termination rates were reduced from 12.0 US cents to 10.0 US cents. In March 2005, the NRA granted a 3G licence to MobiFon.

Number portability will be implemented in Romania during the 2007 financial year, with the obligation for all mobile and fixed operators to provide number portability to customers no later than June 2007.


 

Vodafone Group Plc Annual Report 2006 23

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Regulation
continued

Joint ventures
Fiji
Vodafone Fiji has been required to make wholesale and retail price reductions of between from 15% to 70% for a range of services. In December 2005, Vodafone Fiji issued proceedings to prevent the government from issuing a second licence in breach of Vodafone’s exclusivity rights.

India
From 1 March 2006, a new Interconnection Usage Charge regulation became effective. Interconnection charges remained at Rs.0.30 per minute. However, changes were made to reduce by 33% the total access deficit charge paid by operators to BSNL. It is proposed that the charge be removed by the 2008 financial year.

In March 2006, the NRA recommended to the Department of Telecommunications that mobile number portability should be implemented by 1 April 2007.

In November 2005, the government announced a lifting of the foreign direct investment ceiling from 49% to 74% in the telecom sector, subject to certain preconditions. The deadline for compliance is 2 July 2006.

The Department of Telecommunications is expected to issue a new national spectrum policy before the end of 2006. The new policy is expected to include plans for allocation of 3G spectrum.

Kenya
In March 2006, the Kenyan Government issued a new Information and Communications Bill for public comment. The new legislation will replace the Communication Act 1998, and is expected to be finalised before the end of 2006.

In April 2006, the NRA commenced a review of interconnection and retail prices, which may result in new interconnection and retail price regulations.

Safaricom, Vodafone’s joint venture, has been given until December 2006 to relinquish 2.5MHz of paired 900 MHz spectrum in return for the allocation of 1800MHz spectrum. It is proposed that the relinquished 900 MHz spectrum will be given to a new third mobile licensee. In September 2005, Safaricom filed an application for permanent 3G spectrum.

Poland
Legislation implementing the EU Framework in Poland, which joined the EU on 1 May 2004, was enacted during 2004 and the Polish NRA has commenced its market reviews. The NRA, in its review of the call termination market, proposes to find all mobile network operators to have SMP and to impose obligations of cost orientation, transparency and non-discrimination.

The NRA awarded a fourth 3G licence in 2005, which Polkomtel is appealing. In November 2005, the President of the NRA initiated the process to issue a new 2G licence. In January 2006, three companies submitted offers which are now under consideration.

Mobile number portability for contract customers was implemented by the mobile network operators in January 2006.

South Africa
A new Electronic Communications Bill was adopted by Parliament in November 2005, and is awaiting signature of the President. The new Bill will replace current telecommunications and broadcasting legislation.

An Information Communication Technologies Black Economic Empowerment Charter (the “Charter”) is expected to be finalised in 2006. The Charter will set targets to evaluate a company’s contribution to Broad-Based Black Economic Empowerment, which is the Government policy to increase economic empowerment of historically disadvantaged individuals in South Africa. Targets will be set in terms of equity ownership, management and control, employment, skills development, procurement, enterprise development and corporate social investment.

In May 2005, the NRA commenced an investigation to assess whether Vodacom, the Group’s joint venture in South Africa, has major operator status, which is similar to SMP, in the interconnection market. Vodacom has challenged the grounds for this investigation in court, with a hearing expected before the end of 2006.

In 2005, the NRA commenced investigations on mobile pricing and handset subsidies. Separately, in May 2005, the NCA commenced an investigation into alleged excessive pricing of mobile termination rates. These investigations remain ongoing. Vodafone has been notified of the commencement of judicial review proceedings of the decision under competition law approving its acquisition of VenFin.

Associated undertakings and investments
Belgium
Belgium implemented the EU Framework during 2005. The NRA has commenced its market reviews and in the call termination market proposes to find all operators as having SMP and has commenced a process to develop a LRIC model to set rates. The proposals include decreases of mobile termination rates of each firm by around 12% every six months from July 2006 to July 2008, and confirms the existing degree of asymmetric termination rates between the three network mobile operators.

The NRA held an initial consultation on the renewal of Vodafone’s associated undertaking, Proximus’, 2G licence which expires in 2010.

In January 2006, the NCA conducted unannounced inspections of the offices of Proximus seeking evidence of anti-competitive behaviour in relation to the market for corporate customers following a complaint by a competitor. These enquiries are continuing. If the NCA decides that there had been a breach of competition law, it would be able to impose a fine on any operator who had committed the breach.

China
The Chinese Government is expected to award 3G licences in 2006 and to implement related changes to its telecommunications regulatory framework.

France
France implemented the EU Framework during 2004. In its review of the call termination market, the NRA concluded that all mobile network operators have SMP and imposed obligations of cost orientation, non-discrimination, accounting separation and transparency. It set a price cap for Vodafone’s associated undertaking, SFR, of 9.5 eurocents per minute from 1 January 2006. During 2006, the NRA commenced work on a new price cap for the period from 1 January 2007.

In December 2003, a French consumers association lodged a complaint with the NCA alleging collusion amongst the three French mobile operators on SMS retail pricing. The NCA is still investigating this complaint. Independently, the NRA has commenced a review of SMS termination and is consulting on proposals for wholesale price regulation and the notification of a wholesale SMS market to the Commission under the EU Framework. If it proceeds, the French NRA would be the first to do so in Europe. In its consultation, the NRA proposes a price cap for wholesale termination of no greater than 2.5 eurocents per minute. In addition, following two complaints against SFR and Orange France, the NRA ordered Bouygues and SFR, and Bouygues and Orange, respectively, to reduce their symmetric wholesale SMS termination rates to 4.3 eurocents per message with effect from 1 July 2005.

In December 2005, the NCA decided that SFR and the other mobile network operators had contravened competition law during the period from 1997 to 2003 by sharing information and during the period from 2000 to 2002 by entering into an agreement aimed at stabilising the development of market shares. SFR has been fined 220 million. SFR has appealed against this decision.

Following the NRA’s review of the access market, the NRA proposed that all three mobile network operators, including SFR, had joint SMP in the market and it proposed access obligations as a remedy. The proposals were notified to the Commission in April 2005 but the NRA has subsequently withdrawn its proposals.

Switzerland
In April 2005, the Swiss NCA issued proposals finding that Swisscom Mobile, Vodafone’s associated undertaking, had abused a dominant position in the call termination market. In April 2006, the NCA announced that it intends to fine Swisscom Mobile CHF489 million (£216 million). Additional interconnection disputes between Swisscom Mobile and its mobile competitors are pending.

In July 2005, the Swiss NCA started a preliminary investigation concerning access to mobile networks. At the end of November 2005, the Swiss NRA commenced a process to award three licences for broadband wireless access and Swisscom Mobile is participating in an auction which will take place in the summer of 2006.


 

24 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Contents    
  Page  


 
Performance Introduction 25  


 
Critical Accounting Estimates 26  


 
Key Performance Indicators 29  


 
Operating Results 30  
– Group Overview 30  
– Review of Operations 32  
– US GAAP Reconciliation 36  
– Summary of Key Performance Indicators for Principal Markets 37  


 
Financial Position and Resources 38  
– Balance Sheet 38  
– Equity Dividends 38  
– Contractual Obligations 39  
– Contingencies 39  
– Liquidity and Capital Resources 39  


 
Risk Factors, Trends and Outlook 43  


 
Cautionary Statement Regarding Forward-Looking Statements 46  


 
Non-GAAP Information 47  


 
Definition of Terms 49  

Introduction
The following discussion is based on the Consolidated Financial Statements included elsewhere in this Annual Report.

On 19 July 2002, the European Parliament adopted Regulation No. 1606/2002 requiring listed companies in the Member States of the European Union to prepare their Consolidated Financial Statements in accordance with IFRS from 2005. This is the first time the Company’s Annual Report has been prepared under IFRS. Consequently, financial information for the year ended 31 March 2005, presented as comparative figures in this report, has been restated from UK GAAP in accordance with IFRS, as disclosed in note 40 to the Consolidated Financial Statements.

The Consolidated Financial Statements, which are prepared in accordance with IFRS, differ in certain significant respects from US GAAP. Reconciliations of the material differences in the IFRS Consolidated Financial Statements to US GAAP are disclosed in note 38 to the Consolidated Financial Statements, “US GAAP information”.

The Group faces a number of significant risks that may impact on its future performance and activities. Please see “Risk Factors, Trends and Outlook”.

Foreign Currency Translation
The Company publishes its Consolidated Financial Statements in pounds sterling. However, the majority of the Company’s subsidiaries, joint ventures and associated undertakings report their revenue, costs, assets and liabilities in currencies other than pounds sterling and the Company translates the revenue, costs, assets and liabilities of those subsidiaries, joint ventures and associated undertakings into pounds sterling when preparing its Consolidated Financial Statements. Consequently, fluctuations in the value of pounds sterling versus other currencies could materially affect the amount of these items in the Consolidated Financial Statements, even if their value has not changed in their original currency.

The following table sets out the pounds sterling exchange rates of the other principal currencies of the Group, being: “euros”, “ ” or “eurocents”, the currency of the EU Member States which have adopted the euro as their currency, and “US dollars”, “$”, “cents” or “¢”, the currency of the United States.

  At / year ended 31 March   Change  
 
     
Currency (=£1) 2006   2005   %  






 
Average:            
             
Euro 1.47   1.47    
             
US dollar 1.79   1.84   (2.7 )
             
At 31 March:            
             
Euro 1.43   1.46   (2.1 )
             
US dollar 1.74   1.89   (7.9 )






 

Merely for convenience, this Annual Report contains translations of certain pounds sterling amounts into US dollars at specified rates. These translations should not be construed as representations that the pounds sterling amounts actually represent such US dollar amounts or could be converted into US dollars at the rate indicated or at any other rate. Unless otherwise indicated, the translations of pounds sterling into US dollars have been made at $1.7393: £1.00, the Noon Buying Rate in the City of New York for cable transfers in sterling amounts as certified for customs purposes by the Federal Reserve Bank of New York (the “Noon Buying Rate”) on 31 March 2006. The Noon Buying Rate on 26 May 2006 was $1.8566: £1.00.

The following table sets out, for the periods and dates indicated, the period end, average, high and low Noon Buying Rates for pounds sterling expressed in US dollars: £1.00, to two decimal places.

Years ended 31 March Period end   Average   High   Low  








 
2002 1.42   1.43   1.48   1.37  
                 
2003 1.58   1.54   1.65   1.43  
                 
2004 1.84   1.69   1.90   1.55  
                 
2005 1.89   1.85   1.96   1.75  








 
2006 1.74   1.79   1.92   1.71  








 
         
Month High   Low  




 
November 2005 1.78   1.71  
         
December 2005 1.78   1.72  
         
January 2006 1.79   1.74  
         
February 2006 1.78   1.73  
         
March 2006 1.76   1.73  
         
April 2006 1.82   1.74  
         
May 2006 (1) 1.89   1.83  




 
Note:
(1) In respect of May 2006, for the period from 1 May to 26 May 2006, inclusive.

Inflation
Inflation has not had a significant effect on the Group’s results of operations and financial condition during the two years ended 31 March 2006.

Presentation of Information
In the discussion of the Group’s reported financial position and results, information in addition to that contained within the Consolidated Financial Statements is presented. Refer to page 49 for definition of terms.


 

Vodafone Group Plc Annual Report 2006 25

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Critical Accounting Estimates

 

The Group prepares its Consolidated Financial Statements in accordance with IFRS, the application of which often requires judgements to be made by management when formulating the Group’s financial position and results. Under IFRS, the directors are required to adopt those accounting policies most appropriate to the Group’s circumstances for the purpose of presenting fairly the Group’s financial position, financial performance and cash flows. The Group also prepares a reconciliation of the Group’s revenue, net profit and shareholders’ equity between IFRS and US GAAP.

In determining and applying accounting policies, judgement is often required in respect of items where the choice of specific policy, accounting estimate or assumption to be followed could materially affect the reported results or net asset position of the Group should it later be determined that a different choice would be more appropriate.

Management considers the accounting estimates and assumptions discussed below to be its critical accounting estimates and, accordingly, provides an explanation of each below. Where it is considered that the Group’s US GAAP accounting policies differ materially from the IFRS accounting policy, a separate explanation is provided.

The discussion below should also be read in conjunction with the Group’s disclosure of significant IFRS accounting policies, which is provided in note 2 to the Consolidated Financial Statements, “Significant accounting policies” and with the “Summary of differences between IFRS and US GAAP” provided in note 38 to the Consolidated Financial Statements.

Management has discussed its critical accounting estimates and associated disclosures with the Company’s Audit Committee.

Impairment reviews
Asset recoverability is an area involving management judgement, requiring assessment as to whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of highly uncertain matters, as noted below.

IFRS requires management to undertake an annual test for impairment of indefinite lived assets, and for finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Group management currently undertakes an annual impairment test covering goodwill and other indefinite lived assets, and also reviews finite lived assets and investments in associated undertakings at least annually to consider whether a full impairment review is required. In the year to 31 March 2006, the Group has recognised impairment losses amounting to £23,515 million relating to the Group’s mobile operations in Germany, Italy and Sweden, of which £23,000 million was recognised following completion of the annual impairment test.

US GAAP
Under US GAAP, the requirements for testing the recoverability of intangible assets and property, plant and equipment differ from IFRS. US GAAP requires the carrying value of such assets with finite lives to be compared to undiscounted future cash flows over the remaining useful life of the primary asset of the asset group being tested for impairment, to determine if the asset or asset group is recoverable. If the carrying value exceeds the undiscounted cash flows, the carrying value is not recoverable and the asset or asset group is written down to the net present value of future cash flows derived in a manner similar to IFRS.

For purposes of goodwill impairment testing under US GAAP, the fair value of a reporting unit including goodwill is compared to its carrying value. If the fair value of a reporting unit is lower than its carrying value, the fair value of the goodwill within that reporting unit is compared with its respective carrying value, with any excess carrying value written off as an impairment. The fair value of the goodwill is the difference between the fair value of the reporting unit and the fair value of the net assets of the reporting unit.

Following the issuance of EITF Topic D-108, “Use of the Residual Method to Value Acquired Assets Other Than Goodwill”, in the year ended 31 March 2005, the Group, in respect of the indefinite lived licences in Verizon Wireless, was required to perform a transitional impairment test on indefinite lived intangible assets other than goodwill by comparing the carrying amount with the fair value of the asset determined on a standalone basis. In the year ended 31 March 2005, the cumulative effect on net loss of adopting this standard was £6,177 million, net of taxes of £5,239 million.

Assumptions
There are a number of assumptions and estimates involved in calculating the net present value of future cash flows from the Group’s businesses including management’s expectations of:

growth in EBITDA, calculated as adjusted operating profit before depreciation and amortisation;
   
timing and quantum of future capital expenditure;
   
uncertainty of future technological developments;
   
long term growth rates; and
   
the selection of discount rates to reflect the risks involved.

The Group prepares and internally approves formal ten-year plans for its businesses and uses these as the basis for its impairment reviews. Management uses the initial five years of the plans, except in markets which are forecast to grow ahead of the long term growth rate for the market. In such cases, further years will be used until the forecast growth rate trends towards the long term growth rate, up to a maximum of ten years.

For mobile businesses, a long term growth rate into perpetuity has been determined as the lower of:

the nominal GDP rates for the country of operation, using forecast nominal GDP rates from external sources; and
   
the long term compound annual growth rate in EBITDA implied by the business plan.

For non-mobile businesses, no growth is expected beyond management’s plans for the initial five year period.

Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions used in the cash flow projections, could significantly affect the Group’s results. The Group’s review includes the key assumptions related to sensitivity in the cash flow projections.

The following changes to the assumptions used in the impairment review would have (increased)/decreased the combined impairment loss recognised in the year ended 31   March 2006 in respect of the Group’s mobile operations in Germany and Italy:

  Increase by 1 / 2 %   Decrease by 1 / 2 %  
  £bn   £bn  




 
Discount rate (2.2 )   2.4  
Budgeted EBITDA (1) 0.3   (0.3 )
Capital expenditure (2) (0.2 )   0.2  
Long term growth rate 2.9   (2.5 )




 
Notes:
(1) Represents the compound annual growth rate for the initial five years of the Group’s approved financial plans.
(2) Represents capital expenditure as a percentage of revenue in the initial five years of the Group’s approved plans.

These assumption changes in isolation would not have resulted in an impairment loss in any other of the Group’s continuing operations.

US GAAP
Under US GAAP, the assumptions and estimates involved in reviewing for impairment are similar to IFRS, with the exception of the requirement to determine the primary asset of an asset group. For asset groups represented by the Group’s operating companies, the primary asset is determined as the 3G licence, except for operating companies where no 3G licence has been acquired, in which case the 2G licence is the primary asset. If the primary asset of the Group’s mobile operations in Germany were the 2G rather than the 3G licence, the carrying value would exceed the undiscounted cash flows and result in a significant impairment loss.

Business combinations
Goodwill only arises in business combinations. The amount of goodwill initially recognised is dependent on the allocation of the purchase price to the fair value of the identifiable assets acquired and the liabilities assumed. The determination of the fair value of the assets and liabilities is based, to a considerable extent, on management’s judgement.

Allocation of the purchase price affects the results of the Group as finite lived intangible assets are amortised whereas indefinite lived intangible assets, including goodwill, are not amortised, and could result in differing amortisation charges based on the allocation to indefinite lived and finite lived intangible assets.

On the acquisition of mobile network operators, the identifiable intangible assets may include licences, customer bases and brands. The fair value of these assets is


 

26 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

determined by discounting estimated future net cash flows generated by the asset, assuming no active market for the assets exist. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets.

IFRS
On transition to IFRS, the Group has elected not to apply IFRS 3, “Business Combinations”, retrospectively as the difficulty in applying these requirements to the large number of business combinations completed by the Group from incorporation through to 1 April 2004 exceeded any potential benefits. Goodwill arising before the date of transition to IFRS, after adjusting for items including the impact of proportionate consolidation of joint ventures, amounted to £78,753 million.

If the Group had elected to apply the accounting for business combinations retrospectively, it may have led to an increase or decrease in goodwill and increase in licences, customer bases, brands and related deferred tax liabilities recognised on acquisition.

US GAAP
For acquisitions prior to 29 September 2004, the key difference from IFRS is that for the acquisition of mobile network businesses, the excess of purchase price over the fair value of the identifiable assets and liabilities acquired other than licences (“the residual”) was allocated to licences, as opposed to goodwill. However, subsequent to this date and due to the prohibition of this method of accounting following the issuance of EITF Topic D-108 licences are valued using a direct valuation approach, with the residual being allocated to goodwill. For other acquisitions, the residual has been and will continue to be allocated to goodwill.

Intangible assets, excluding goodwill
Other intangible assets include the Group’s aggregate amounts spent on the acquisition of 2G and 3G licences, customer bases, brands, computer software and development costs. These assets arise from both separate purchases and from acquisition as part of business combinations.

The relative size of the Group’s intangible assets, excluding goodwill, makes the judgements surrounding the estimated useful lives and basis of amortisation critical to the Group’s financial position and performance.

At 31 March 2006, intangible assets, excluding goodwill, amounted to £16,512 million (2005: £16,149 million) and represented 13.0% (2005: 11.0%) of the Group’s total assets.

Estimation of useful life
The useful life used to amortise intangible assets relates to the future performance of the assets acquired and management’s judgement of the period over which economic benefit will be derived from the asset. The basis for determining the useful life for the most significant categories of intangible assets is as follows:

Licences and spectrum fees
The estimated useful life is, generally, the term of the licence, unless there is a presumption of renewal at negligible cost. Using the licence term reflects the period over which the Group will receive economic benefit. For technology specific licences with a presumption of renewal at negligible cost, the estimated useful economic life reflects the Group’s expectation of the period over which the Group will continue to receive economic benefit from the licence. The economic lives are periodically reviewed, taking into consideration such factors as changes in technology. Historically, any changes to economic lives have not been material following these reviews.

Customer bases
The estimated useful life principally reflects management’s view of the average economic life of the customer base and is assessed by reference to customer churn rates. An increase in churn rates may lead to a reduction in the useful life and an increase in the amortisation charge. Historically, changes to churn rates have been insufficient to impact the useful life.

Capitalised software
The useful life is determined by management at the time the software is acquired and brought into use and is regularly reviewed for appropriateness. For computer software licences, the useful life represents management’s view of expected benefits over which the Group will receive benefits from the software, but not exceeding the licence term. For unique software products controlled by the Group, the life is based on historical experience with similar products as well as anticipation of future events, which may impact their life, such as changes in technology.

Historically, changes in useful lives have not resulted in material changes to the Group’s amortisation charge.

Property, plant and equipment
Property, plant and equipment also represent a significant proportion of the asset base of the Group and hence the estimates and assumptions made to determine their carrying value and related depreciation are critical to the Group’s financial position and performance .

Estimation of useful life
The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. Increasing an asset’s expected life or its residual value would result in a reduced depreciation charge in the Group’s income statement.

The useful lives of Group assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. Furthermore, network infrastructure cannot be depreciated over a period that extends beyond the expiry of the associated licence under which the operator provides telecommunications services.

Historically, changes in useful lives have not resulted in material changes to the Group’s depreciation charge.

Cost capitalisation
Cost includes the total purchase price and labour costs associated with the Group’s own employees to the extent that they are directly attributable to construction costs, or where they comprise a proportion of a department directly engaged in the purchase or installation of a fixed asset. Management judgement is involved in determining the appropriate internal costs to capitalise and the amounts involved. For the year ended 31 March 2006, internal costs capitalised represented approximately 7% of expenditure on property, plant and equipment and computer software and approximately 1% of total operating expenses .

Taxation
The Group’s tax charge on ordinary activities is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The final resolution of some of these items may give rise to material profit and loss and/or cash flow variances. See “Financial Position and Resources”.

The growth in complexity of the Group’s structure following its rapid expansion geographically has made the degree of estimation and judgement more challenging. The resolution of issues is not always within the control of the Group and it is often dependent on the efficiency of the legal processes in the relevant taxing jurisdictions in which the Group operates. Issues can, and often do, take many years to resolve. Payments in respect of tax liabilities for an accounting period result from payments on account and on the final resolution of open items. As a result, there can be substantial differences between the tax charge in the income statement and tax payments.

Significant items on which the Group has exercised accounting judgement include a provision in respect of an enquiry from UK HM Revenue and Customs with regard to the Controlled Foreign Companies tax legislation (see note 31 to the Consolidated Financial Statements), legal proceedings to recover VAT in relation to 3G licence fees (see “Contingencies” on page 39) and potential tax losses in respect of a write down in the value of investments in Germany (see note 6 to the Consolidated Financial Statements). The amounts recognised in the Consolidated Financial Statements in respect of each matter are derived from the Group’s best estimation and judgement, as described above. However, the inherent uncertainty regarding the outcome of these items means eventual resolution could differ from the accounting estimates and therefore impact the Group’s results and cash flows.

Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised.

Historical differences between forecast and actual taxable profits have not resulted in material adjustments to the recognition of deferred tax assets.


 

Vodafone Group Plc Annual Report 2006 27

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Critical Accounting Estimates
continued

Revenue recognition and presentation
Revenue from mobile telecommunications comprises amounts charged to customers in respect of monthly access charges, airtime charges, messaging, the provision of other mobile telecommunications services, including data services and information provision, fees for connecting users of other fixed line and mobile networks to the Group’s network, revenue from the sale of equipment, including handsets, and revenue arising from the Group’s Partner Market agreements.

Deferral period
Customer connection fees, when combined with related equipment revenue, in excess of the fair value of the equipment are deferred and recognised over the expected life of the customer relationship. The life is determined by reference to historical customer churn rates. An increase in churn rates would reduce the customer relationship life and accelerate revenue recognition. Historically, changes in churn rates have been insufficient to impact the expected customer relationship life.

Any excess upgrade or tariff migration fees over the fair value of equipment provided are deferred over the average upgrade or tariff migration period as appropriate. This time period is calculated based on historical activity of customers who upgrade or change tariffs. An increase in the time period would extend the period over which revenue is recognised.

Presentation
When deciding the most appropriate basis for presenting revenue or costs of revenue, both the legal form and substance of the agreement between the Group and its business partners are reviewed to determine each party’s respective role in the transaction.

Where the Group’s role in a transaction is that of principal, revenue is recognised on a gross basis. This requires turnover to comprise the gross value of the transaction billed to the customer, after trade discounts, with any related expenditure charged as an operating cost.

Where the Group’s role in a transaction is that of an agent, revenue is recognised on a net basis, with turnover representing the margin earned.

Allowance for bad and doubtful debts
The allowance for bad and doubtful debts reflects management’s estimate of losses arising from the failure or inability of the Group’s customers to make required payments. The estimate is based on the ageing of customer accounts, customer credit worthiness and the Group’s historical write-off experience.

Changes to the allowance may be required if the financial condition of the Group’s customers improves or deteriorates. An improvement in financial condition may result in lower actual write-offs.

Historically, changes to the estimate of losses have not been material to the Group’s financial position and results.


 

28 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Key Peformance Indicators

The Board and the Executive Committee monitor the Group’s progress against its strategic objectives and the financial performance of the Group’s operations on a regular basis. Performance is assessed against the strategy, budgets and forecasts using financial and non-financial measures.

The following details certain of the most significant Key Performance Indicators (KPIs) used by the Group, their purpose, the basis of calculation and the source of the underlying data. Definitions of certain of the terms are provided on page 49.

Financial
The Group uses the following primary measures to assess the performance of the Group and its individual businesses. A number of these measures at a Group level are presented on an organic basis, which provides an assessment of underlying growth excluding the effect of business acquisitions and disposals and changes in exchange rates. Financial measures presented on an organic basis are non-GAAP financial measures. For more information on these measures and the basis of calculation of organic growth see “Non-GAAP Information” on pages 47 to 48.

Revenue
Revenue and its growth for the Group, and its principal markets, covering the 2006 and 2005 financial year, is provided in “Operating Results” on pages 30 to 37.

Revenue and revenue growth are used for internal performance analysis and by investors to assess progress against outlook statements provided externally by the Group.

Adjusted operating profit
Adjusted operating profit is used by the Group for internal performance analysis as it represents the underlying operating profitability of the Group’s businesses. The measure is presented both for the Group and its principal markets, covering the 2006 and 2005 financial years, in “Operating Results” on pages 30 to 37. The basis of calculation, along with an analysis of why the Group believes it is a useful measure, is provided in the section titled “Non-GAAP Information” on pages 47 to 48.

Free cash flow
Free cash flow provides an evaluation of the Group’s liquidity and the cash generated by the Group’s operations. The calculation of free cash flow, along with an analysis of why the Group believes it is a useful measure, is provided in the section titled “Non-GAAP Information” on pages 47 to 48. The Group has provided an outlook for free cash flow in the 2007 financial year on page 45.

Adjusted earnings per share
Adjusted earnings per share is calculated as basic earnings per share from continuing operations excluding items such as impairment losses, non-recurring amounts related to business acquisitions and disposals and changes in the fair value of equity put rights and similar arrangements. The items excluded from basic earnings per share for the 2006 and 2005 financial years and the per share impact are detailed in note 8 to the Consolidated Financial Statements.

Operational
Certain operational measures relating to customers and revenue for the Group’s mobile telecommunications business and its principal makets, covering the 2006 and 2005 financial years, are provided in “Operating Results” on pages 30 to 37, with the exception of customer delight. These measures are commonly used in the mobile telecommunications industry.

Customers
The Group highly values its customers and strives to delight them. As a result, customer based KPIs are important measures for internal performance analysis. Management also believes that certain of these measures provide useful information for investors regarding the success of the Group’s customer acquisition and retention activities. For customer numbers and churn, the data used to calculate the KPIs is derived from the customer relationship management systems of each of the Group’s operations.

Customer numbers
The Group prepares customer numbers on a venture and proportionate basis for its mobile operations. A summary of the customer numbers on both bases is presented in “Business – Business Overview – Summary of Group mobile telecommunications businesses at 31 March 2006” on page 13.

Churn
Churn represents the disconnection rate of customers in each of the Group’s mobile operations. It is calculated as the total gross customer disconnections in the period

divided by the average total customers in the period. Churn rates stated in this Annual Report are calculated for the entire financial year.

Customer delight
The Group uses a proprietary ‘customer delight’ system to track customer satisfaction across its controlled markets and jointly controlled market in Italy. More information on the benefits of the system are provided in “Business – Business Overview – Products and services – Customer strategy and management” on page 17.

Customer delight is measured by an index based on the results of surveys performed by an external research company which cover all aspects of service provided by Vodafone and incorporates the results of the relative satisfaction of the customers of competitors. An overall index for the Group is calculated by weighting the results for each of the Group’s operations based on service revenue.

Increased customer expectations are putting a downward pressure on customer satisfaction for the Group and many of its competitors. Despite this trend, the Group outperformed its target for customer delight in the 2006 financial year and the index was broadly stable compared to the previous financial year.

Revenue based measures
Management believes that revenue based measures provide useful information for investors regarding trends in customer revenue derived from mobile telecommunications services and the extent to which customers use mobile services.

The data used to calculate these KPIs is derived from a number of sources. Financial information, such as service revenue, is extracted from the Group’s financial systems, whilst operational information, including customer and usage metrics, is derived from the customer relationship management and billing systems of each of the Group’s operations.

Average revenue per user (“ARPU”)
ARPU represents the average revenue by customers over a period and is calculated as service revenue, being total revenue excluding equipment revenue and connection fees, divided by the weighted average number of customers during the period. ARPU disclosed in this Annual Report is presented on a monthly basis and represents the total ARPU for the financial year divided by twelve.

Voice usage
Voice usage is the total number of minutes of voice use on the Group’s mobile networks, including calls made by the Group’s customers, often referred to as outgoing usage, and calls received by the Group’s customers, often referred to as incoming usage.

Messaging and data revenue
Messaging and data revenue represent the non-voice element of service revenue. In recent years, these revenues have grown at a faster rate than voice revenue as customers increasingly use these services and new products and services have been launched. As competition has intensified in many of the markets in which the Group operates and penetration rates have increased, the ability of the Group to grow messaging and data revenue has become an increasingly important factor, internally and for investors.

Costs
One Vodafone
The One Vodafone initiatives are targeted at achieving savings in operating expenses and capital expenditure and are discussed in more detail on pages 18 to 19. Reporting on performance against these targets will be disclosed in the Annual Report for the year ending 31 March 2008, including reconciliations to amounts included in the Consolidated Financial Statements.

Capitalised fixed asset additions as a percentage of mobile revenue
In the mobile telecommunications industry, significant investment is required to roll out network infrastructure in order to improve service capacity. This performance indicator is used by Vodafone management to compare capitalised fixed asset additions to prior periods and internal forecasts. Management believes that this measure provides useful information for investors to measure the capital investment required to support revenue growth.

This measure is calculated as capitalised fixed asset additions for the mobile telecommunications business (note 3 to the Consolidated Financial Statements) as a percentage of the revenue of the mobile telecommunications businesses (note 3 to the Consolidated Financial Statements). In the 2006 financial year, capitalised fixed asset additions as a percentage of mobile revenue was 13.7% compared with 16.4% for the previous financial year.


 

Vodafone Group Plc Annual Report 2006 29

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Operating Results

Group Overview

  Years ended 31 March  
 
 
  2006   2005  
  £m   £m  




 
Revenue        
Mobile telecommunications 28,137   25,740  
Other operations 1,339   1,095  
Less: revenue between mobile and other operations (126 ) (157 )  




 
  29,350   26,678  




 
Operating (loss)/profit (14,084 ) 7,878  
Mobile telecommunications (1) 9,280   8,334  
Other operations (1) 119   19  




 
Adjusted operating profit (1) 9,399   8,353  
 – Impairment of intangible assets (23,515 ) (475 )
 – Other 15    
 – Non-operating income in associated undertakings 17    
Non-operating income and expense (2 ) (7 )  
Investment income 353   294  
Financing costs (1,120 ) (880 )




 
(Loss)/profit before taxation (14,853 ) 7,285  
Tax on profit (2,380)   (1,869 )




 
(Loss)/profit for the financial year from continuing operations (17,233 ) 5,416  
Loss)/profit for the financial year from discontinued operations (4,588 ) 1,102  




 
(Loss)/profit for the financial year (21,821 ) 6,518  




 
Note:
(1)

Before impairment losses and non-recurring amounts related to business acquisitions and disposals.

 

2006 financial year compared to 2005 financial year
Revenue increased by 10.0% to £29,350 million in the year to 31 March 2006, resulting from organic growth of 7.5%, favourable movements in exchange rates of 0.5% and a further 2.0% from the acquisitions in the Czech Republic, India, Romania and South Africa, partially offset by the impact of the disposal of the Group’s operations in Sweden.

The Group recorded an impairment charge to the carrying value of goodwill in the Group’s operations in Germany (£19,400 million) and Italy (£3,600 million) reflecting a revision of the Group’s view of the prospects for these businesses, particularly in the medium to long term, and a further £515 million was recorded in respect of the Swedish business following the announcement of its disposal. This was the primary reason for the operating loss of £14,084 million in the current financial year compared with an operating profit of £7,878 million in the previous financial year. Adjusted operating profit increased by 12.5% to £9,399 million, with organic growth of 11.4%, following organic growth of 10.3% in the Group’s mobile business. Favourable exchange rate movements benefited reported growth for the Group by 1.0% whilst the net impact of acquisitions and disposals improved reported growth by 0.1%.

Mobile telecommunications  
  Years ended 31 March      
 
     
  2006   2005   Change  
  £m   £m   %  






 
Total service revenue 25,881   23,547   9.9  
Other revenue (1) 2,256   2,193   2.9  






 
  28,137   25,740   9.3  






 
Trading results            
Voice services 21,493   19,888   8.1  
Non-voice services            
 – Messaging 3,556   3,143   13.1  
 – Data 832   516   61.2  






 
Total service revenue 25,881   23,547   9.9  
Net other revenue (1) 532   546   (2.6 )
Interconnect costs (4,210 ) (3,815 ) 10.4  
Other direct costs (1,936 ) (1,756 ) 10.3  
Net acquisition costs (1) (1,541 ) (1,446 ) 6.6  
Net retention costs (1) (1,444 ) (1,234 ) 17.0  
Payroll (2,127 ) (2,009 ) 5.9  
Other operating expenses (3,625 ) (3,264 ) 11.1  
Acquired intangibles amortisation (157 )      
Purchased licence amortisation (947 ) (919 ) 3.0  
Depreciation and other amortisation (3,581 ) (3,341 ) 7.2  
Share of operating profit in associated undertakings 2,435   2,025   20.2  






 
Adjusted operating profit (2) 9,280   8,334   11.4  






 
Notes:
(1) Revenue for the mobile telecommunications business includes revenue of £1,724 million (2005: £1,647 million) which has been deducted from acquisition and retention costs and excluded from other revenue in the trading results.
(2) Before impairment losses and non-recurring amounts related to acquisitions and disposals.

 

30 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Revenue
Revenue in the mobile business increased by 9.3%, or 6.7% on an organic basis, for the year to 31 March 2006 due to a 7.2% increase in service revenue on an organic basis offset by lower growth in other revenue. Service revenue growth reflected a 15.2% organic increase in the average customer base of the controlled mobile networks and the Group’s share of jointly controlled mobile networks, offset by the impact of lower ARPU in a number of the Group’s markets. Competitive pressures have intensified recently following a significant number of new market entrants and greater competition from incumbents, specifically in the mature markets of Western Europe. Many of these markets have penetration rates over 100% which, together with termination rate cuts and a higher proportion of lower spending prepaid customers across the Group, have led to the decline in ARPU. The estimated impact of termination rate cuts on the growth in service revenue in the current financial year is as follows:

      Impact of   Service revenue  
      termination   growth excluding  
  Reported growth   rate cut on   the impact of  
  in service   service revenue   termination rate  
  revenue   growth   cuts  
  %   %   %  






 
Germany 1.4   1.7   3.1  
Italy 1.9   3.4   5.3  
Spain 22.0   2.9   24.9  
UK 1.6   1.6   3.2  
Other Mobile Operations 22.3   2.7   25.0  
Mobile telecommunications business
9.9   2.4   12.3  






 

Voice revenue increased by 8.1%, or by 5.3% on an organic basis, due to by the growth in average customers and a successful usage stimulation programme leading to 24.6% growth in total minutes, or 18.9% on an organic basis, offset by tariff declines from competition and termination rate cuts. Revenue from outgoing calls was the primary driver of voice revenue growth, whilst incoming voice revenue increased marginally as a significant increase in the proportion of incoming calls from other mobile networks was offset by the impact of termination rate cuts, particularly in the second half of the current financial year.

Messaging revenue rose by 13.1%, or 10.6% on an organic basis, as an increase in the average customer base and the number of messages sent per customer was offset by tariff declines.

The success of 3G, Vodafone live! and offerings in the business segment, including Vodafone Mobile Connect data cards and BlackBerry from Vodafone, were the main contributors to a 61.2% increase, or 60.4% on an organic basis, in non-messaging data revenue. An additional 6,321,000 3G devices were registered on the Group’s networks in the current financial year, bringing the total to 7,721,000 at 31 March 2006, including 660,000 business devices such as Vodafone Mobile Connect 3G/GPRS data cards. Prior to the announcement of the disposal of Vodafone Japan in March 2006, the Group registered its ten millionth consumer 3G device, when including 100% of the devices in Italy.

Other revenue increased to £2,256 million, principally due to growth in revenue related to acquisition and retention activities in Spain, partially offset by a reduction in net other revenue, resulting principally from to a fall in the number of customers connected to non-Vodafone networks in the UK. A 32.5% rise in the number of gross customer additions, partially offset by a fall in the average revenue for handset sales to new prepaid customers and a 24.3% increase in the number of upgrades, led to a 4.7% growth in revenue related to acquisition and retention activities to £1,724 million.

Adjusted operating profit
Adjusted operating profit increased by 11.4% to £9,280 million, comprising organic growth of 10.3% and favourable exchange rate movements of 1.1%.

Interconnect costs increased by 7.2% on an organic basis, as strong growth in outgoing voice usage was partially offset by cuts in termination rates in a number of markets and an increased proportion of outgoing traffic being to other Vodafone customers, which does not result in interconnect expense. The rise in the number of upgrades and the increased cost of upgrading customers to 3G were the primary contributors to an 9.4% organic growth in acquisition and retention costs, net of attributable revenue, to £2,985 million. Payroll and other operating expenses as a percentage of service revenue continued to fall, reaching 22.2% for the year to 31 March 2006 compared to 22.4% for the previous financial year.

The charge relating to the amortisation of acquired intangible assets was £157 million following acquisitions in the Czech Republic, India, Romania and South Africa in the current financial year. Depreciation and other amortisation increased, principally due to the net impact of the acquisitions and disposal in the current financial year and the ongoing expansion of 3G networks.

The Group’s share of the result in associated undertakings, before non-recurring amounts related to business acquisitions and disposals, grew by 20.2% after the deduction of interest, tax and minority interest, and 16.8% before the deductions, primarily due to growth at Verizon Wireless in the US. The Group’s share of the result in Verizon Wireless increased by 25.5% to £2,112 million, before deduction of interest, tax and minority interest, with a particularly strong performance in the second half of the current financial year.

Non-mobile telecommunications
Revenue from Other Operations increased by 22.3% to £1,339 million for the current financial year, principally due to growth in Arcor, the Group’s non-mobile operation in Germany. Adjusted operating profit increased to £119 million from £19 million in the previous financial year as a result of the revenue growth and cost efficiencies in Arcor and a reduced loss in the Group’s other non-mobile operations.

Impairment losses
The Group recorded an impairment charge to the carrying value of goodwill in the current financial year of £23,515 million in respect of the Group’s operations in Germany (£19,400 million) and Italy (£3,600 million) reflecting a revision of the Group’s view of the prospects for these businesses, particularly in the medium to long term, and a further £515 million in respect of the Swedish business following the announcement of its disposal. An impairment loss was recognised in the previous financial year of £475 million in respect of the Group’s Swedish operations and reflected fierce competition along with onerous 3G licence obligations.

Investment income and financing costs  
  Years ended 31 March      
 
     
  2006   2005   Change  
  £m   £m   %  






 
Net financing costs before dividends from investments
(318 ) (293 ) 8.5  
Potential interest charges arising on settlement of outstanding tax issues
(329 ) (245 ) 34.3  
Changes in the fair value of equity put rights and similar arrangements
(161 ) (67 ) 140.3  
Dividends from investments 41   19   115.8  






 
Net financing costs (767 ) (586 ) 30.9  






 

Net financing costs before dividends from investments increased by 8.5% to £318 million as an increase in average net debt compared to the previous year was partially offset by gains on mark-to-market adjustments on financial instruments in the current financial year.

Potential interest charges arising on the settlement of outstanding tax issues represents the Group’s estimate of any interest that may be due to tax authorities when the issues are settled. This charge varies due to the interest rates applied by the tax authorities, the timing of tax payments and status of discussions on tax issues with the relevant tax authorities. At 31 March 2006, the provision for potential interest charges arising on settlement of outstanding tax issues was £896 million.

The change in the fair value of equity put rights and similar arrangements comprises the fair value movement in relation to the potential put rights held by Telecom Egypt over its 25.5% interest in Vodafone Egypt and the fair value of a financial liability in relation to the minority partners of Arcor, the Group’s non-mobile operation in Germany. Further details in respect of these arrangements are provided in the section titled “Liquidity and Capital Resources – Option agreements” and in note 24 to the Consolidated Financial Statements.

Taxation
The effective tax rate for the year to 31 March 2006 is (16.0)% compared to 25.7% for the prior year. The negative effective tax rate arises as a result of the £23,515 million impairment losses recognised in the current financial year. These losses are not expected to be deductible for tax purposes so are not expected to create a future benefit. The effective tax rate, exclusive of the impairment losses, is 27.5% for the current financial year, which is lower than the Group’s weighted average tax rate as a result of the repurchase of shares in Vodafone Italy and favourable tax settlements, but has increased compared to the previous year as the prior year benefited from finalising the reorganisation of the Group’s German operations.

Basic loss per share
Basic earnings per share from continuing operations fell from 8.12 pence to a loss per share of 27.66 pence for the current year. The basic loss per share is after a charge of 37.56 pence per share in relation to an impairment of the carrying value of goodwill, a further charge of 0.26 pence per share for the change in fair value of equity put rights and similar arrangements, and a credit of 0.05 pence per share for non-recurring amounts relating to business acquisitions and disposals.


 

Vodafone Group Plc Annual Report 2006 31

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Operating Results
continued

(Loss)/profit for the financial year from discontinued operations

  Years ended 31 March      
 
     
  2006   2005   Change  
  £m   £m   %  






 
Revenue (1) 7,268   7,396   (1.7 )






 
Adjusted operating profit 455   664      
Impairment loss (4,900 )        






 
Operating (loss)/profit (4,445 )   664      
Non-operating income and expense   13      
Net financing costs (3 )   (11 )      






 
(Loss)/profit before taxation (4,448 )   666      
Tax on (loss)/profit (1) (140 )   436      






 
(Loss)/profit for the financial year (4,588 )   1,102      






 
Note  
(1) Included a deferred tax credit of £599 million in the year to 31 March 2005 in respect of losses in Vodafone Holdings K.K. which became eligible for offset against profits of Vodafone K.K. following the merger of the two entities on 1 October 2004.

On 17 March 2006, the Group announced that an agreement had been reached to sell its 97.7% interest in Vodafone Japan to SoftBank. This resulted in the Group’s operations in Japan being classified as an asset held for sale and being presented as a discontinued operation. The disposal was completed on 27 April 2006.

Following the announcement on 17 March 2006, the Group recognised an impairment loss of £4,900 million in respect of Vodafone Japan. The recoverable amount of Vodafone Japan was the fair value less costs to sell.

On completion of the disposal of Vodafone Japan in April 2006, a loss on disposal was recognised as the difference between the final sale proceeds less costs to sell and the carrying value at the date of disposal. The loss on disposal includes, among other items, the cumulative exchange differences in respect of Vodafone Japan previously recognised in equity from 1 April 2004 through to completion.

Review of Operations
Please refer to the Summary of Key Performance Indicators for Principal Markets on page 37 and note 3 to the Consolidated Financial Statements.

Mobile businesses
Vodafone operating companies are licensed on an arm’s length basis to use the Vodafone brand and related trademarks. These arrangements have been reviewed and the charges for the use of the Vodafone brand and related trademarks were revised with effect from 1 April 2005 to reflect the positioning of the brand in the current markets. There is no material impact on the Group’s overall operating profit. The impact of the change is to reduce individual operating company profitability with a corresponding increase in the profit attributable to the common functions segment, which forms part of the mobile telecommunications business.

In April 2006, the Group announced changes to the organisational structure of its operations, effective from 1 May 2006. The following results are presented in accordance with the organisation structure in place for the year to 31 March 2006.

Germany

  Years ended 31 March       Local  
 
      currency  
  2006   2005   Change   change  
  £m   £m   %   %  








 
Revenue (1) 5,754   5,684   1.2   1.2  








 
Trading results                
Voice services 4,304   4,358   (1.2 )   (1.3 )
Non-voice services                
– Messaging 836   800   4.5   4.6  
– Data 254   162   56.8   56.8  








 
Total service revenue 5,394   5,320   1.4   1.4  
Net other revenue (1) 114   122   (6.6 )   (6.9 )
Interconnect costs (732 )   (734 )   (0.3 )   (0.3 )
Other direct costs (281 )   (314 )   (10.5 )   (10.3 )
Net acquisition costs (1) (366 )   (348 )   5.2   5.2  
Net retention costs (1) (349 )   (330 )   5.8   5.6  
Payroll (412 )   (425 )   (3.1 )   (3.0 )
Other operating                
expenses (665 )   (646 )   2.9   3.1  
Purchased licence                
amortisation (342 )   (342 )      
Depreciation and other                
amortisation (2) (865 )   (830 )   4.2   4.3  








 
Adjusted operating                
profit (2) 1,496   1,473   1.6   1.3  








 
Notes:
(1) Revenue includes revenue of £246 million (2005: £242 million) which has been excluded from other revenue and deducted from acquisition and retention costs in the trading results.
(2) Before impairment losses

The German market has seen recent intensification in price competition, principally from new market entrants, together with high levels of penetration and further reductions in termination rates. Despite this, Vodafone has continued to lead the market in the number of 3G customers, and has launched innovative products such as mobile TV and Vodafone Zuhause, which allows users to replace fixed line networks installed in their homes. In addition, Vodafone launched HSDPA technology in March 2006.

Total revenue increased by 1.2% as the benefits of a larger customer base and an increase in non-voice service revenue were partly offset by reduced voice pricing, in response to aggressive competition, and a further termination rate cut in December 2005 from 13.2 to 11.0 eurocents per minute. The average customer base grew by 8.4% due to the attractiveness of promotions, including an offer which allowed prepaid customers to pay a fixed charge for calls to fixed lines and other Vodafone customers, which was taken up by more than one and a quarter million customers, and new products such as Vodafone Zuhause, which had 448,000 registered customers at 31 March 2006. New prepaid tariffs, including a low priced internet only offer, and ongoing promotional activity, particularly in the last four months of the year, contributed to total voice usage increasing by 13.7%. Excluding the termination rate cut in December 2005, service revenue growth would have been 3.1% in local currency. A further cut in termination rates is currently expected by the end of 2006.

Non-voice service revenue increased by 13.4% in local currency, driven primarily by strong growth of 56.8% in non-messaging data revenue. Vodafone maintained its leadership in the 3G market, demonstrated by Vodafone live! with 3G customers generating over 3.1 million full track music downloads in the current financial year for Vodafone, more than any other mobile network operator in Germany. The number of active Vodafone live! devices continued to increase, with 28.3% growth in the year. In the business segment, there were 241,000 Vodafone Mobile Connect 3G/GPRS data cards and 226,000 wireless push e-mail enabled devices registered on the network at 31 March 2006. Messaging revenue increased 4.6%, in local currency, mainly as a result of promotional activities.

Overall cost efficiencies, counteracted by investments in customer acquisition and retention and an increase in Group charges for the use of the brand and related trademarks, which represented 1.1% of service revenue, lead to an increase in adjusted operating profit of 1.3% in local currency to £1,496 million. Growth in 3G customers and increased gross additions, partially offset by a rise in the proportion of low subsidy prepaid


 

32 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

additions, led to a 5.2% increase in net acquisition costs. Interconnect costs decreased by 0.3%, as the termination rate cuts in the current and previous financial years more than offset the effect of higher voice usage. An increase in the number of customer upgrades resulted in a 5.6% increase in net retention costs. Adjusted operating profit was further impacted by additional depreciation charges from continued 3G network deployment.

Italy

  Years ended 31 March       Local  
 
      currency  
  2006   2005   Change   change  
  £m   £m   %   %  








 
Revenue (1) 4,363   4,273   2.1   2.0  








Trading results                
Voice services 3,472   3,492   (0.6 )   (0.7 )  
Non-voice services                
– Messaging 600   532   12.8   12.9  
– Data 98   67   46.3   45.2  








Total service revenue 4,170   4,091   1.9   1.8  
Net other revenue (1) 15   14   7.1   2.8  
Interconnect costs (681 )   (701 ) (2.9 )   (3.1 )  
Other direct costs (241 )   (232 ) 3.9   3.8  
Net acquisition costs (1) (78 )   (71 ) 9.9   9.6  
Net retention costs (1) (93 ) (74 ) 25.7   25.1  
Payroll (250 ) (250 )    
Other operating                
expenses (572 ) (497 ) 15.1   15.1  
Purchased licence                
amortisation (74 ) (74 )    
Depreciation and other                
amortisation (3) (524 ) (512 )   2.3   2.0  








Adjusted operating                
profit (3) 1,672   1,694   (1.3 )   (1.3 )  








 
Notes  
(1) Revenue includes revenue of £178 million (2005: £168 million) which has been excluded from other revenue and deducted from acquisition and retention costs in the trading results.
(2) Italy is a joint venture and is proportionately consolidated by the Group and hence the results reported represent the Group’s average effective interest, being 76.8%.
(3) Before impairment losses

Competition in Italy has continued to intensify with the mobile network operators competing aggressively on subsidies and, increasingly, on price, particularly in the second half of the year. Vodafone achieved average customer growth of 6.9% driven by successful promotions despite the competitive environment and a market penetration rate well in excess of 100% due to customers having more than one SIM.

In local currency, total revenue rose by 2.0%, reflecting the increase in service revenue which was driven primarily by continuing growth in non-voice services as voice revenue declined marginally following an average 20.5% reduction in termination rates from September 2005. Excluding the impact of the termination rate cut, service revenue increased by 5.2% in local currency. Strong promotional activities, for example free calls after the first minute and free text messages for a small activation fee which were taken up by more than ten million customers, and the increase in the customer base led to a rise of 5.1% in voice usage and a 41.7% increase in messaging, including a 261% growth in MMS usage. An increase in the number of SIMs per user and competitive pressures led to a reduction in activity rates, especially in the second half of the year, and an increase in blended churn from 17.2% to 18.7%.

Non-voice service revenue rose by 16.5% in local currency, primarily driven by a 12.9% rise in messaging revenue. Increased penetration of 3G devices, a focus on retaining high value customers, increased usage of Vodafone live! and Vodafone Mobile Connect data cards and attractive data promotions were the main contributors to 45.2% growth in non-messaging data revenue.

In local currency, adjusted operating profit fell by 1.3% due to the impact of an increase in Group charges for the use of brand and related trademarks, which represented approximately 1.1% of service revenue, investment in customer acquisition and retention and higher marketing spend in response to the competitive pressures, along with the increased costs from the continued roll out of the 3G network. Strong upgrade

activities and a focus on high value customers in response to aggressive competition led to the rise in retention costs, whilst handset promotions adversely impacted acquisition costs, especially in the first half of the year. Interconnect costs fell due to the cut in termination rates combined with promotions focusing on calls to other Vodafone and fixed-line numbers, which incur lower interconnect costs, especially in the second half of the year. Other direct costs increased 3.8%, primarily as a result of an increase in content provision costs arising from the increase in data service usage.

Spain

  Years ended 31 March       Local  
 
      currency  
  2006   2005   Change   change  
  £m   £m   %   %  








 
Revenue (1) 3,995   3,261   22.5   22.6  








 
Trading results                
Voice services 3,093   2,558   20.9   20.9  
Non-voice services                
– Messaging 417   340   22.6   23.0  
– Data 105   65   61.5   62.1  








 
Total service revenue 3,615   2,963   22.0   22.0  
Net other revenue (1) 6   2          
Interconnect costs (634 )   (540 )   17.4   17.5  
Other direct costs (329 )   (263 )   25.1   25.4  
Net acquisition costs (1) (274 )   (246 )   11.4   11.7  
Net retention costs (1) (249 )   (172 )   44.8   45.3  
Payroll (151 )   (140 )   7.9   7.8  
Other operating                
expenses (611 )   (468 )   30.6   30.7  
Purchased licence                
amortisation (69 )   (69 )      
Depreciation and other                
amortisation (336 )   (292 )   15.1   14.8  








 
Adjusted operating                
profit 968   775   24.9   24.6  








 
Note
(1) Revenue includes revenue of £374 million (2005: £296 million) which has been excluded from other revenue and deducted from acquisition and retention costs in the trading results.

Vodafone continued to perform strongly in Spain, in revenue growth and profitability, despite an increasingly competitive market, through promotions and competitive tariffs attracting new customers and encouraging prepaid customers to migrate to contract tariffs.

Total revenue for the financial year increased by 22.6% in local currency, due principally to a rise in service revenue achieved from an 18.5% growth in the average customer base and an improvement in ARPU, notwithstanding a 10.6% cut in the termination rate in November 2005. The launch of attractive tariffs, successful promotional campaigns and the offer of an appealing handset portfolio increased the average customer base and encouraged a further increase in the proportion of contract customers from 46.9% at 31 March 2005 to 49.6% at 31 March 2006. These factors contributed to a 34.0% increase in total voice usage compared with the previous financial year and a reduction in blended churn from 21.9% at 31 March 2005 to 20.9% at 31 March 2006.

The principal driver behind the 23.0% growth in messaging revenue in local currency was a 23.1% increase in messaging usage due to the higher customer base and targeted promotions. The growth of 62.1% in non-messaging data revenue was due to an increase of 814,000 in the number of registered 3G devices and the success of data solutions, which have contributed to Vodafone leading the 3G market in Spain, along with an 84.3% increase in the number of Vodafone live! devices.

Adjusted operating profit increased as a percentage of service revenue, as cost reductions were only partially offset by the impact of the increased Group charge for use of the brand and related trademarks. Interconnect costs fell as a proportion of service revenue, due to promotions which encouraged calls to be made to Vodafone and fixed-line numbers, which incur lower interconnect costs, and the cut in termination rates. A higher proportion of prepaid gross customer additions, which have a lower per unit acquisition cost, particularly in the first half of the financial year led to acquisition costs


 

Vodafone Group Plc Annual Report 2006 33

Back to Contents

Operating Results
continued

falling as a proportion of service revenue compared to the previous financial year. These relative cost reductions were offset by the cost of upgrading customers to 3G handsets, migrating prepaid customers to contract tariffs and a larger customer base, reflected in a 45.3% increase in net retention costs. Other direct costs increased mainly due to increased content provision costs resulting from higher usage of the expanded offering on the Vodafone live! platform.

United Kingdom

  Years ended 31 March      
 
     
  2006   2005   Change  
  £m   £m   %  






 
Revenue (1) 5,048   5,065   (0.3 )  






 
Trading results            
Voice services 3,642   3,672   (0.8 )  
Non-voice services            
– Messaging 705   684   3.1  
– Data 221   142   55.6  






 
Total service revenue 4,568   4,498   1.6  
Net other revenue (1) 135   177   (23.7 )  
Interconnect costs (862 )   (771 )   11.8  
Other direct costs (355 )   (367 )   (3.3 )  
Net acquisition costs (1) (380 )   (388 )   (2.1 )  
Net retention costs (1) (395 )   (391 )   1.0  
Payroll (391 )   (403 )   (3.0 )  
Other operating expenses (697 ) (646 )   7.9  
Purchased licence amortisation (333 )   (333 )  
Depreciation and other amortisation (592 )   (597 )   (0.8 )  






 
Adjusted operating profit 698   779   (10.4 )  






 
Note  
(1) Revenue includes revenue of £345 million (2005: £390 million) which has been excluded from other revenue and deducted from acquisition and retention costs in the trading results.

Vodafone UK continued to see strong growth in its customer base, without a corresponding increase in acquisition and retention investment, despite the UK being one of the most competitive markets in which the Group operates, with mobile penetration rates in excess of 100%. Enhanced data offerings led to strong growth in non-messaging data revenue and Vodafone now has over 1 million registered 3G devices.

Total revenue fell by 0.3%, as a 1.6% increase in service revenue was offset by a fall in equipment and other revenue. Service revenue grew by 3.2%, excluding the effect of the September 2004 termination rate cut, benefiting from an increase in average customers of 7.8%, partially offset by falling ARPU, notwithstanding a rise in usage. New customer offerings, including Stop the Clock, helped to stimulate a 10.1% increase in total voice usage, but this was offset by changes in prices during the year to improve competitiveness in the market, leading to an overall 0.8% decrease in voice revenue, which grew by 1.2% excluding the effect of the termination rate cut. A continuing focus on customer retention and an increasing proportion of customers on 18 month contracts had a positive impact on contract customer churn which fell from 22.7% to 21.5%, although blended churn increased to 32.1%, including the effect of increased prepaid customer self-upgrades, consistent with market trends.

Non-voice service revenue increased by 12.1%, driven largely by the success of enhanced data offerings. Growth of 843,000 over the financial year in registered 3G devices and the continued success of Vodafone Mobile Connect data cards and wireless push e-mail devices contributed to non-messaging data revenue increasing by 55.6%. Combined voice and messaging promotions led to an 18.1% increase in total messaging usage, although this was partially offset by a decline in the average price per message, and resulted in a 3.1% rise in messaging revenue.

The rise in interconnect costs and the cost of one-off call centre closures, as well as an increase in Group charges for use of the brand and related trademarks, which represented approximately 1.1% of service revenue, were partially offset by efficiencies in overheads and acquisition and retention costs, leading to a fall in adjusted operating profit of 10.3%. Interconnect costs increased by 11.8%, following an increase in total usage, combined with an increase in the proportion of voice calls made to customers of other mobile network operators, as customers optimise cross-network bundled tariffs, partially offset by the termination rate cut. Despite higher gross additions and upgrades, especially in the first half of the year, and a higher proportion of 3G connections, acquisition and retention costs were kept stable with the prior year, mainly due to an

increase in direct sales activity, SIM only promotions and a higher proportion of prepaid additions with lower subsidies. Payroll was 3% lower than the prior year and other operating expenses were lower than the prior year, excluding one-off call centre closures and the increase in Group charges for use of the brand and related trademarks, driven by the continued benefits of a structured cost reduction plan.

US – Verizon Wireless

  Years ended 31 March       Local  
 
      currency  
  2006   2005   Change   change  
  £m   £m   %   %  








 
Adjusted operating                
profit 1,732   1,354   27.9   23.8  








 
Share of result in                
associated                
undertaking                
Operating profit 2,112   1,683   25.5   21.5  
Interest (204 )   (187 )   9.1   5.4  
Tax (116 )   (91 )   27.5   22.5  
Minority interest (60 )   (51 )   17.6   14.9  








 
  1,732   1,354   27.9   23.8  








 

The US mobile telecommunications market has seen continued significant growth in customer numbers over the last twelve months, with penetration reaching an estimated 72% at 31 March 2006. In this environment, Verizon Wireless continued to increase its market share and improve its market leading margin performance.

Verizon Wireless outperformed its competitors with record net additions, increasing the proportionate customer base by 16.6% over the financial year to 23,530,000 and improving customer market share to approximately 25% whilst also maintaining the proportion of contract customers at 94.5% of the total customer base at 31 March 2006. The strong customer performance benefited from continuing improvements in customer loyalty, with a reduction in blended churn of 2.5 percentage points to 14.7% compared with the previous financial year, the lowest in the US mobile telecommunications industry.

In local currency, Verizon Wireless’ revenue increased by 14.9% due to the strong customer growth, partially offset by a fall in ARPU of 1.9%. The ARPU decline primarily resulted from an increase in the proportion of family share customers and voice tariff pricing changes implemented early in 2005, which included increases in the size of bundled minute plans.

Non-voice service revenue increased by more than 100% compared with the previous financial year and represented 8.9% of service revenue for the current year. Continued increases in messaging revenues were augmented by strong growth from data products, including Verizon Wireless’ consumer broadband multimedia offering, wireless email and broadband data card service. Verizon Wireless’ next-generation EV-DO network is currently available to about 150 million people, approximately half the US population. This investment has paved the way for the launch of innovative new data services in areas such as full track music downloads and location based services.

In local currency, the Group’s share of Verizon Wireless’ operating profit increased by 21.5%, driven by revenue growth and maintaining a leading cost efficiency position in the US market. The Group’s share of the tax attributable to Verizon Wireless of £116 million for the year ended 31 March 2006 relates only to the corporate entities held by the Verizon Wireless partnership. The tax attributable to the Group’s share of the partnership’s pre-tax profit is included within the Group tax charge.

Vodafone and Verizon Wireless are engaged in a number of joint projects, predominantly focusing upon bringing global services to their customers. The financial year saw the introduction of two new data roaming services for Verizon Wireless customers, in addition to the launch of new handsets for the global phone proposition, all of which leverage the Vodafone footprint.

Verizon Wireless continued to strengthen its spectrum position with the completion of the purchase of several key spectrum licences, including licences from Nextwave, Leap Wireless and Metro PCS and through participation in the FCC’s Auction 58, which took place in February 2005, with licences being granted in May 2005.


 

34 Vodafone Group Plc Annual Report 2006

Back to Contents

  Performance
   

 

Other Mobile Operations

  Years ended 31 March       Local  
 
      currency  
  2006     2005   Change   change  
  £m     £m   %   %  









 
Total revenue                  
Subsidiaries 7,812     6,474   20.7      
Joint ventures 1,470     1,184   24.2      
Less: intra-segment revenue (32 )   (21 ) 52.4      









 
  9,250     7,637   21.1   12.6  









 
Adjusted operating                  
profit (2)                  
Subsidiaries 1,445     1,368   5.6      
Joint ventures 363     305   19.0      
Associated                  
undertakings 695     671   3.6      









 
  2,503     2,344   6.8   6.4  









 
Trading results                  
Voice services 7,313     6,070   20.5      
Non-voice services                  
– Messaging 1,017     790   28.7      
– Data 200     113   77.0      









 
Total service revenue 8,530     6,973   22.3      
Net other revenue (1) 137     110   24.5      
Interconnect costs (1,698 )   (1,367 ) 24.2      
Other direct costs (727 )   (568 ) 28.0      
Net acquisition costs (1) (443 )   (393 ) 12.7      
Net retention costs (1) (358 )   (267 ) 34.1      
Payroll (624 )   (531 ) 17.5      
Other operating                  
expenses (2) (1,531 )   (1,140 ) 34.3      
Acquired intangibles                  
amortisation (157 )            
Purchased licence                  
amortisation (129 )   (100 ) 29.0      
Depreciation and other                  
amortisation (2) (1,192 )   (1,044 ) 14.2      
Share of result in                  
associates (2) 695     671   3.6      









 
Adjusted operating profit (2) 2,503     2,344   6.8   6.4  









 
Share in result of associates                  
Operating profit (2) 1,044     1,020   2.4      
Interest (20 )   (7 ) 185.7      
Tax (329 )   (342 ) (3.8 )    









 
  695     671   3.6      









 
Notes:
(1) Revenue includes revenue of £583 million (2005: £554 million) which has been excluded from other revenue and deducted from acquisition and retention costs in the trading results.
(2) Before impairment losses and non-recurring amounts related to acquisitions and disposals.

Total revenue for the Group’s Other Mobile Operations increased by 21.1%, or 12.6% on an organic basis. The net impact of acquisitions in the Czech Republic, India, Romania and South Africa and the disposal of the Group’s Swedish operations during the year ended 31 March 2006 increased reported revenue growth by 6.8%. Favourable exchange rate movements accounted for 1.7% of the remaining difference between reported and organic growth. The increase in total service revenue was principally driven by an increase in the average customer base of 26.5% excluding the impact of the acquisitions and disposal and of 44.0% including the impact of the acquisitions and disposal. This effect was partially offset by cuts in termination rates in certain markets, reduced ARPU from the launch of more competitive tariffs and an increase in the number of lower usage prepaid customers.

Excluding the impact of termination rate cuts, service revenue growth would have been 25.0%. Messaging and non-messaging data revenue grew strongly, increasing by 18.6% and 74.1%, respectively, on an organic basis and by 28.7% and 77.0%, respectively, including the impact of acquisitions, disposals and exchange rate movements.

Adjusted operating profit increased by 6.8%, or 6.4% on an organic basis, over the comparative period, with 0.5% of the difference due to the acquisitions and disposal in the current financial year, offset by 0.9% resulting from favourable foreign exchange rate movements. The reported growth in adjusted operating profit in the year was impacted by a reduction in the profitability of certain highly competitive markets, in particular Australia and the Netherlands, though these factors were partially offset by the profit contributed by acquisitions in the year and the impact of the disposal of the Group’s Swedish operations, as well as higher depreciation and purchased licence amortisation, following the launch of 3G services in Australia and New Zealand, and the amortisation of identifiable intangible assets from the acquisitions in the current financial year.

Other Mobile subsidiaries
In Greece, service revenue grew by 9.4% when measured in local currency, due primarily to a 13.6% rise in the average customer base. ARPU decreased by 3.7% year-on-year, mainly due to a reduction in termination rates of 16.8% in September 2004. In local currency, service revenue growth was 12.0% excluding the termination rate cut. An increasing emphasis on retaining customers by encouraging prepaid to contract customer migration resulted in churn decreasing to 25.0% for the current financial year from 29.7% in the previous year.

Service revenue in Egypt, when measured in local currency, grew by 36.2%, primarily as a result of an increase in the average prepaid customer base of 82.0% which was driven by new innovative tariffs improving access and affordability in the market place. Revenue market share increased by 3.8 percentage points in the 2006 financial year to 51.8%.

Competition in Portugal intensified during the year with aggressively priced no-frills offerings by competitors which, combined with cuts in the termination rate which resulted in the average termination rate this year being 28.3% lower than last year, led to local currency service revenue growth being restricted to 1.6%.

In the Netherlands, an increase of 3.5% in service revenue and a 10.0% growth in the average customer base was achieved.

Vodafone Australia increased its customer base by 16.0%, and local currency service revenue by 11.8% due to the popularity of the capped plans, which have resulted in a significant increase in outgoing voice usage, whilst adversely impacting outgoing voice revenue per minute and interconnect costs. 3G services were launched on 31 October 2005, with strong uptake resulting in 171,000 consumer 3G devices being registered on the network by 31 March 2006.

New Zealand achieved service revenue growth of 8.5%, driven by a 12.3% growth in the average customer base, due principally to the launch of competitive promotions during the year. 3G services were launched on 10 August 2005, with 103,000 3G devices registered by the end of the financial year.

In Ireland, service revenue grew by 5.9%, primarily due to an increase of 9.2% in total voice usage following a 5.9% increase in the average customer base. Voice usage per customer in Ireland remains the highest of all Vodafone’s European subsidiaries.

On 5 January 2006, the Group announced that it had completed the sale of its 100% interest in Vodafone Sweden to Telenor, the pan-Nordic telecommunications operator. Vodafone and Telenor have agreed the terms of a Partner Market Agreement in Sweden, allowing Telenor’s mobile customers in Sweden and Vodafone customers to continue to benefit from Vodafone’s global brand, products and services in Sweden.

Service revenue growth in Hungary and Albania, when measured in local currency, was 13.9% and 16.2% respectively. Vodafone Romania increased service revenue by 39.0% in local currency compared with the previous financial year, assuming the Group’s increased equity interest is reflected in the whole of the current and prior financial year. Additionally, Vodafone’s newly acquired subsidiaries in the Czech Republic and Romania have performed ahead of the Group’s expectations at the time of the acquisition.

Other Mobile joint ventures
Average proportionate customers for the Group’s joint ventures, excluding Italy, grew organically by 43.4% in the year to 31 March 2006, with strong growth in markets with relatively low penetration rates. The customer growth was the primary reason for the 19.0% increase in adjusted operating profit for other mobile joint ventures.

During the financial year, the Group completed the acquisition of a 10% economic interest in Bharti Tele-Ventures Limited (now renamed Bharti Airtel Limited), a leading national mobile operator in India.


 

Vodafone Group Plc Annual Report 2006 35

Back to Contents

Operating Results
continued

The Group also increased its effective shareholding in its joint venture in South Africa, Vodacom, from 35% to approximately 50% following the acquisition of VenFin.

Other Mobile associated undertakings
SFR, the Group’s associated undertaking in France, reported strong growth in revenue and operating profit, principally as a result of an 8.1% increase in average customers compared with the previous financial year. Usage of both voice and non-voice services increased in the year and SFR had a total of 5,268,000 Vodafone live! customers at 31 March 2006. SFR continues to grow its 3G base and at 31 March 2006 had registered 1,352,000 3G devices on its network.

On 30 November 2005, the French competition authority fined SFR 220 million for engaging in anti-competitive agreements that distorted market competition. SFR is in the process of appealing this decision.

On 7 April 2006, the Swiss Competition Commission notified Swisscom Mobile, the Group’s associated undertaking in Switzerland, of its intention to impose a fine of CHF489 million in relation to abusive pricing on the mobile wholesale call termination market between 1 April 2004 and 31 May 2005.

Other Mobile investments
China Mobile, in which the Group has a 3.27% stake, and is accounted for as an investment, grew its customer base by 21.9% in the year to 260.6 million at 31 March 2006. Dividends of £41 million were received in the year.

Common functions

  Years ended 31 March      
 
     
  2006     2005   Change  
  £m     £m   %  







 
Revenue 145     123   17.9  







 
Adjusted operating profit/(loss) 211     (85 )      







 

Common functions include the results of Partner Markets and unallocated central Group costs and charges. Adjusted operating profit increased primarily due to a revision of the charges made to Vodafone operating companies for the use of the Vodafone brand and related trademarks which took effect from 1 April 2005.

Other operations

  Years ended 31 March      
 
     
  2006     2005   Change  
  £m     £m   %  







 
Revenue              
Germany 1,320     1,095   20.5  
Other 19          







 
  1,339     1,095   22.3  







 
Adjusted operating profit/(loss)              
Germany 139     64   117.2  
Other (20 )   (45 )   (55.6 )  







 
  119     19   526.3  







 

Other operations comprise interests in fixed line telecommunications businesses in Germany, France and India.

Germany
In local currency, Arcor’s revenue increased by 20.7%, primarily due to customer and usage growth, partially offset by tariff decreases in the competitive market. The incumbent fixed line market leader continues to drive this intensive competition, although Arcor further strengthened its position as the main competitor. Contract ISDN voice customers increased by 103% to 1,447,000 and DSL (broadband internet) customers by 166% to 1,209,000 in the current financial year. Arcor increased its share of the DSL market to 11%. Revenue growth and cost efficiencies led to the substantial improvement in adjusted operating profit.

Other
The merger of Cegetel, the Group’s associated undertaking, and Neuf Telecom closed on 22 August 2005, giving the Group a proportionate interest of 12.4% in the leading alternative operator for fixed line telecommunications services in France. The new entity, Neuf Cegetel, has the largest alternative broadband network in France, with 70% population coverage.

US GAAP Reconciliation
The principal differences between US GAAP and IFRS, as they relate to the Consolidated Financial Statements, are the accounting for goodwill and intangible assets before 29 September 2005, the accounting for income taxes, the capitalisation of interest and the timing of recognition of connection revenue and expenses.

In the year ended 31 March 2006, revenue from continuing operations under US GAAP was £23,756 million compared with revenue from continuing operations under IFRS of £29,350 million for the same period. The difference relates to the equity accounting of Vodafone Italy under US GAAP, the treatment of Vodafone Sweden as discontinued under US GAAP and the release of connection revenue deferred prior to the adoption of EITF 00-21 on 1 October 2003, which is required to be recognised over the period a customer is expected to remain connected to the network under US GAAP.

Net loss under US GAAP for the year ended 31 March 2006 was £13,310 million, compared with a loss for the financial year under IFRS of £21,821 million for the same period. The lower net loss under US GAAP was mainly driven by higher amortisation charges of other intangible assets and share of result in equity method investments, more than offset by income taxes and the reversal of impairment losses.

The reconciliation of the differences between IFRS and US GAAP is provided in note 38 to the Consolidated Financial Statements.


 

36 Vodafone Group Plc Annual Report 2006

Back to Contents

  Performance
   

 

Summary of Key Performance Indicators
for Principal Markets

  2006     2005  





 
Germany          
Customers (’000s) (1) 29,191     27,223  
Prepaid (%) 53.3     52  
Activity level (%) (1)(2) 90.6     93.7  
Churn (%) (1) 20.2     18.3  
Average monthly ARPU (€) (1)          
– Prepaid 8.5     9.8  
– Contract 39.2     39.9  
– Blended 23.3     24.9  
Total voice minutes (millions) 26,787     23,560  
Vodafone live! active devices (’000) 6,214     4,845  
3G devices (’000) (1) 2,025     358  





 
           
  2006     2005  





 
Italy          
Customers (’000s) (1) 18,490     17,280  
Prepaid (%) 92.2     92  
Activity level (%) (1) 91.2     92.3  
Churn (%) (1) 18.7     17.2  
Average monthly ARPU (€) (1)(2)          
– Prepaid 24.3     25.4  
– Contract 74.7     76.8  
– Blended 28.5     29.9  
Total voice minutes (millions) 29,604     28,170  
Vodafone live! active devices (’000) 4,097     2,113  
3G devices (’000) (1) 2,250     511  





 
           
  2006     2005  





 
Spain          
Customers (’000s) (1) 13,521     11,472  
Prepaid (%) 50.4     53  
Activity level (%) (1) 94.3     94.6  
Churn (%) (1) 20.9     21.9  
Average monthly ARPU (€) (1)(2)          
– Prepaid 15.1     15.1  
– Contract 56.9     57.4  
– Blended 35.6     34.5  
Total voice minutes (millions) 23,835     17,793  
Vodafone live! active devices (’000) 5,514     2,992  
3G devices (’000) (1) 902     88  





 
  2006     2005  





 
United Kingdom          
Customers (’000s) (1) 16,304     15,324  
Prepaid (%) 61.1     61  
Activity level (%) (1) 88.4     90.3  
Churn (%) (1) 32.1     29.7  
Average monthly ARPU (£) (1)(2)          
– Prepaid 9.4     10.3  
– Contract 45.7     47.4  
– Blended 24.0     25.5  
Total voice minutes (millions) 28,059     25,486  
Vodafone live! active devices (’000) 4,181     3,443  
3G devices (’000) (1) 1,033     190  





 
           
  2006     2005  





 
US – Verizon Wireless          
Customers (’000s) (1) 23,530     20,173  
Churn (%) (1) 14.7     17.2  
Average monthly ARPU ($) (1)(2)          
– Blended 51.4     52.4  
Acquistion and retention costs as a percentage of service revenue (%)
12.4     12.9  





 
Notes:
(1) See page 49 for definitions.
(2) During the year ended 31 March 2006, the definition of an active customer was revised to one who either pays a monthly fee or has made or received a chargeable event in the last three months. The information for the year ended 31 March 2005 has been restated using this revised definition.

 

Vodafone Group Plc Annual Report 2006 37

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Financial Position and Resources

 

Balance Sheet        
  Years ended 31 March      
 
     
  2006   2005   Change  
  £m   £m   %  






 
Non-current assets            
Intangible assets 69,118   97,148   (28.9 )  
Property, plant and equipment 13,660   17,442   (21.7 )  
Investments in associated undertakings 23,197   20,234   14.6  
Other non-current assets 2,639   2,962   (10.9 )  






 
  108,614   137,786   (21.2 )  
Current assets 7,532   9,411   (20.0 )  
Assets included in disposal group            
held for sale 10,592      






 
Total assets 126,738   147,197   (13.9 )  






 
Total equity 85,312   113,648   (24.9 )  






 
Non-current liabilities            
Long-term borrowings 16,750   13,190   27.0  
Deferred tax liabilities 5,670   4,849   16.9  
Other non-current liabilities 951   893   6.5  






 
  23,371   18,932   23.4  






 
Current liabilities            
Short-term borrowings 3,448   2,003   72.1  
Current taxation liabilities 4,448   4,353   2.2  
Other current liabilities 7,616   8,261   (7.8 )  






 
  15,512   14,617   6.1  






 
Liabilities included in disposal            
group held for sale 2,543      






 
Total equity and liabilities 126,738   147,197   (13.9)  






 

Non-current assets
Intangible assets
At 31 March 2006, the Group’s intangible assets were £69.1 billion, with goodwill comprising the largest element at £52.6 billion (2005: £81.0 billion). The balance has decreased from £97.1 billion (£88.1 billion excluding discontinued operations) at 31 March 2005 mainly as a result of a £23.5 billion impairment charge in the 2006 financial year in respect of the carrying value of goodwill of Germany, Italy and Sweden. Refer to note 10 to the Consolidated Financial Statements for further information on the impairment losses. Other movements resulted from £4.7 billion of intangible assets arising on acquisitions in the 2006 financial year, £0.6 billion of additions, primarily in relation to computer software, £1.0 billion of exchange movements, partially offset by £1.6 billion of amortisation charges and £0.2 billion of disposals, mainly in relation to the goodwill related to Vodafone Sweden.

Property, plant and equipment
The most significant component of property, plant and equipment is network infrastructure, which is fundamental to the Group being able to provide its services. Property, plant and equipment decreased from £17.4 billion (£12.9 billion excluding Japan) at 31 March 2005 to £13.7 billion at 31 March 2006 as a result of £3.4 billion of additions during the year and £0.9 billion of additions arising on acquisition as well as £0.3 billion of foreign exchange movements, partially offset by £3.1 billion of depreciation charges and £0.7 billion of disposals including £0.6 billion in relation to the sale of the Group’s operations in Sweden. At 31 March 2006, network infrastructure assets of £10.1 billion (2005: £14.1 billion) represented 73.6% (2005: 80.8%) of total property, plant and equipment.

Investments in associated undertakings
The Group’s investments in associated undertakings increased from £20.2 billion at 31 March 2005 to £23.2 billion at 31 March 2006, mainly as a result of £2.4 billion from the Group’s share of the results of its associates after the deductions of interest, tax and minority interest, and favourable exchange rate movements of £1.4 billion, offset by £0.8 billion of dividends received.

Other non-current assets
Other non-current assets mainly relates to other investments held by the Group, which totalled £2.1 billion at 31 March 2006 compared to £1.2 billion at 31 March 2005, with the movement representing an increase in the listed share price of China Mobile in which the Group has an equity investment and foreign exchange movements, offset by a

£0.5 billion decrease in deferred tax assets, excluding discontinued operations – see non-current liabilities below.

Current assets
Current assets decreased to £7.5 billion at 31 March 2006 from £9.4 billion at 31 March 2005, mainly as a result of a £1.0 billion reduction in cash and liquid investments and the reclassification of Vodafone Japan as discontinued operations.

Equity shareholders’ funds
Total equity shareholders’ funds decreased from £113.8 billion at 31 March 2005 to £85.4 billion at 31 March 2006. The decrease comprises of the loss for the year of £21.9 billion, equity dividends of £2.8 billion, purchases of the Company’s own shares of £6.5 billion, a loss on the re-issue of treasury shares of £0.1 billion and £0.1 billion of other movements, partially offset by £0.4 billion of own shares released on vesting of share awards, issue of new share capital of £0.2 billion, a £0.1 billion share-based payments charge and £2.3 billion of other accumulated other recognised income and expense.

Non-current liabilities
Non-current liabilities increased to £23.4 billion at 31 March 2006 from £18.9 billion at 31 March 2005, mainly due to the increase in borrowings, which is discussed further in “Liquidity and Capital Resources”. The deferred tax liability increased from £4.8 billion at 31 March 2005 to £5.7 billion at 31 March 2006, which together with the £0.5 billion decrease in deferred tax assets, arose primarily from a net £0.4 billion in relation to acquisitions and disposals in the year, £0.6 billion additional tax charges to the income statement and £0.2 billion of foreign exchange movements – refer to note 6 to the Consolidated Financial Statements. Non-current liabilities also includes £0.1 billion (2005: £0.1 billion) in relation to the deficit on defined benefit pension schemes – refer to note 25 to the Consolidated Financial Statements.

Current liabilities
Current liabilities increased to £15.5 billion from £14.6 billion.

Equity Dividends
The table below sets out the amounts of interim, final and total cash dividends paid or, in the case of the final dividend for the 2006 financial year, proposed in respect of each financial year indicated both in pence per ordinary share and translated, solely for convenience, into cents per ordinary share at the Noon Buying Rate on each of the respective payment dates for such interim and final dividends.

    Pence per ordinary share   Cents per ordinary share  
Year ended  




 




 
31 March   Interim   Final   Total   Interim   Final   Total  













 
2002   0.7224   0.7497   1.4721   1.0241   1.1422   2.1663  
2003   0.7946   0.8983   1.6929   1.2939   1.4445   2.7384  
2004   0.9535   1.0780   2.0315   1.7601   1.9899   3.7500  
2005   1.91   2.16   4.07   3.60   4.08   7.68  
2006   2.20   3.87 (1) 6.07   3.83   6.73 (1)   10.56  













 
Note:
(1) The final dividend for the year was proposed on 30 May 2006 and is payable on 4 August 2006 to holders of record as of 7 June 2006. This dividend has been translated into US dollars at the Noon Buying Rate at 31 March 2006 for ADS holders, but will be payable in US dollars under the terms of the deposit agreement.

The Company has historically paid dividends semi-annually, with a regular interim dividend in respect of the first six months of the financial year payable in February and a final dividend payable in August. The Board expects that the Company will continue to pay dividends semi-annually. In November 2005, the Board declared an interim dividend of 2.20 pence per share, representing a 15.2% increase over last year’s interim dividend.

In considering the level of dividends, the Board takes account of the outlook for earnings growth, operating cash flow generation, capital expenditure requirements, acquisitions and divestments, together with the amount of debt and share purchases.

Consistent with this, and developments to the Group’s strategy, the Board has decided to target a 60% dividend pay out ratio taking effect for the 2006 financial year. The Board is therefore recommending a final dividend of 3.87 pence, representing a 79.2% increase over last year’s final dividend and bringing the total dividend for the year to 6.07 pence, an increase of 49.1% on last year’s total dividend. The dividend pay out ratio, being the declared interim and proposed final dividends per share as a percentage of adjusted earnings per share from continuing operations, in respect of the 2006 financial year of 60%, compared favourably with a pay-out ratio for the 2005 financial year of 45%. It is the intention to grow future dividends on an annual basis in line with underlying earnings growth, maintaining dividends per share at approximately 60% of adjusted earnings per share.

Cash dividends, if any, will be paid by the Company in respect of ordinary shares in


 

38 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

pounds sterling or, to holders of ordinary shares with a registered address in a country which has adopted the euro as its national currency, in euro, unless shareholders wish to elect to continue to receive dividends in sterling, are participating in the Company’s Dividend Reinvestment Plan, or have mandated their dividend payment to be paid directly into a bank or building society account in the United Kingdom. In accordance with the Company’s Articles of Association, the sterling: euro exchange rate will be determined by the Company shortly before the payment date.

The Company will pay the ADS Depositary, The Bank of New York, its dividend in US dollars. The sterling: US dollar exchange rate for this purpose will be determined by the Company shortly before the payment date. Cash dividends to ADS holders will be paid by the ADS Depositary in US dollars.

Contractual Obligations
A summary of the Group’s principal contractual financial obligations is shown below. Further details on the items included can be found in the notes to the Consolidated Financial Statements.

         Payments due by period £m
 








Contractual obligations (1) Total   <1 year   1-3 years   3-5 years   >5 years










Borrowings (2) 28,101   4,308   6,175   7,373   10,245
Operating lease commitments (3) 3,644   654   956   742   1,292
Capital commitments (4) 813   813      
Purchase commitments (5) 1,159   855   187   89   28
Telsim asset acquisition agreements 2,600   2,600      










Total contractual cash obligations (1) 36,317   9,230   7,318   8,204   11,565










Notes:
(1) The above table of contractual obligations excludes commitments in respect of options over interests in Group businesses held by minority shareholders (see “Option agreements and similar arrangements”) and obligations to pay dividends to minority shareholders (see “Dividends from associated undertakings and dividends to minority interests”). Disclosures required by Financial Accounting Standards Board (“FASB”) Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, are provided in note 31 to the Consolidated Financial Statements. The table also excludes obligations under post employment benefit schemes, details of which are provided in note 25 to the Consolidated Financial Statements. The table also excludes contractual obligations relating to the Group’s discontinued operations in Japan, which were disposed of on 27 April 2006.
(2) See note 24 to the Consolidated Financial Statements.
(3) See note 30 to the Consolidated Financial Statements.
(4) Primarily related to network infrastructure.
(5) Predominantly commitments for handsets.

Contingencies
Details of the Group’s contingent liabilities are included in note 31 to the Consolidated Financial Statements.

A number of Vodafone subsidiaries acquired 3G licences through auctions in 2000 and 2001. An appeal was filed by Vodafone Group Services Limited on behalf of Vodafone Limited, along with appeals filed by other UK mobile network operators which were granted a 3G licence, with the VAT and Duties Tribunal on 18 October 2003 for recovery of VAT on the basis that the amount of the licence fee was inclusive of VAT. The amount claimed by Vodafone Limited is approximately £888 million. In August 2004, these claims were referred, jointly, to the ECJ and a hearing took place on 7 February 2006. A decision by the ECJ is expected within the next 12 to 15 months. The Group has not recognised any amounts in respect of this matter to date. In addition, the Group has made a claim for recovery of VAT in relation to 3G licence fees in Portugal, the Netherlands, Germany and Ireland. The Group may also pursue similar claims in certain other European jurisdictions.

Liquidity and Capital Resources
Cash flows
The major sources of Group liquidity for the 2006 financial year have been cash generated from operations, dividends from associated undertakings, borrowings through short term and long term issuances in the capital markets and asset disposals. For the year ended 31 March 2005, sources of Group liquidity were from cash generated from operations and dividends from associates. The Group does not use off-balance sheet special purpose entities as a source of liquidity or for other financing purposes.

The Group’s key sources of liquidity for the foreseeable future are likely to be cash generated from operations and borrowings through long term and short term issuances in the capital markets, as well as committed bank facilities. Additionally, the Group has a put option in relation to its interest in Verizon Wireless which, if exercised, could provide a material cash inflow. Please see “Option agreements and similar arrangements” at the end of this section.

The Group’s liquidity and working capital may be affected by a material decrease in cash flow due to factors such as reduced operating cash flow resulting from further possible business disposals, increased competition, litigation, timing of tax payments and the resolution of outstanding tax issues, regulatory rulings, delays in development of new services and networks, inability to receive expected revenue from the introduction of

new services, reduced dividends from associates and investments or dividend payments to minority shareholders. Please see the section titled “Risk Factors, Trends and Outlook”, on pages 43 to 45. The Group anticipates a significant increase in cash tax payments and associated interest payments over the next three years due to the resolution of long standing tax issues. The Group is also party to a number of agreements that may result in a cash outflow in future periods. These agreements are discussed further in “Option agreements and similar arrangements” at the end of this section.

Wherever possible, surplus funds in the Group (except in Albania, Romania and Egypt) are transferred to the centralised treasury department through repayment of borrowings, deposits and dividends. These are then on-lent or contributed as equity to fund Group operations, used to retire external debt or invested externally.

Decrease in cash in the year
During the 2006 financial year, the Group increased its net cash inflow from operating activities by 7.9% to £11,841 million, including a 10.3% increase to £10,190 million from continuing operations. The Group generated £6,418 million of free cash flow from continuing operations, a reduction of 2.6% on the previous financial year, and an additional £701 million from discontinued operations. Free cash flow from continuing operations decreased from the prior financial year due to a reduction in the dividends received from associated undertakings, principally Verizon Wireless, and an increase in capital expenditure which more than offset the increase in the net cash inflow from operating activities.

The Group holds its cash and liquid investments in accordance with the counterparty and settlement risk limits of the Board approved treasury policy. The main forms of liquid investments at 31 March 2006 were money market funds and bank deposits.

  2006   2005  
  £m   £m  




 
Net cash flows from operating activities 11,841   10,979  
– Continuing operations 10,190   9,240  
– Discontinued operations 1,651   1,739  
Taxation 1,682   1,578  
Purchase of intangible fixed assets (690 ) (699 )  
Purchase of property, plant and equipment (4,481 ) (4,279 )  
Disposal of property, plant and equipment 26   68  




 
Operating free cash flow 8,378   7,647  
Taxation (1,682 ) (1,578 )  
Dividends from associated undertakings 835   1,896  
Dividends paid to minority shareholders in        
    subsidiary undertakings (51 ) (32 )  
Dividends from investments 41   19  
Interest received 319   339  
Interest paid (721 ) (744 )  




 
Free cash flow 7,119   7,547  
– Continuing operations 6,418   6,592  
– Discontinued operations 701   955  
Net cash outflow from acquisitions and disposals (3,587 ) (2,017 )  
Other cash flows from investing activities (56 ) 113  
Equity dividends paid (2,749 ) (1,991 )  
Other cash flows from financing activities (1,555 ) (5,764 )  




 
Decrease in cash in the year (828 ) (2,112 )  




 

Capital expenditure
During the 2006 financial year, £4,481 million was spent on property, plant and equipment, an increase of 4.7% from the previous financial year. From continuing operations, the amount spent increased to £3,634 million.

The cash outflow in intangible assets reduced from £699 million in the previous financial year to £690 million in the current financial year, with the largest element being expenditure on computer software.

Dividends from associated undertakings and investments and dividends to minority shareholders
Dividends from the Group’s associated undertakings and investments are generally paid at the discretion of the board of directors or shareholders of the individual operating


 

Vodafone Group Plc Annual Report 2006 39

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Financial Position and Resources
continued

companies and Vodafone has no rights to receive dividends, except where specified within certain of the companies’ shareholders’ agreements, such as with SFR, the Group’s associated undertaking in France. Similarly, the Group does not have existing obligations under shareholders’ agreements to pay dividends to minority interest partners of Group subsidiaries, except as specified below.

Included in the dividends received from associated undertakings and investments was an amount of £195 million received from Verizon Wireless. Until April 2005, Verizon Wireless’ distributions were determined by the terms of the partnership agreement distribution policy and comprised income distributions and tax distributions. Since April 2005, tax distributions have continued and a new distribution policy is expected to be set in the future by the Board of Representatives of Verizon Wireless. Current projections forecast that tax distributions will not be sufficient to cover the US tax liabilities arising from the Group’s partnership interest in Verizon Wireless until 2015 and, in the absence of additional distributions above the level of tax distributions during this period, will result in a net cash outflow for the Group. Under the terms of the partnership agreement, the board of directors has no obligation to provide for additional distributions above the level of the tax distributions. It is the expectation that Verizon Wireless will re-invest free cash flow in the business and reduce indebtedness for the foreseeable future.

During the year ended 31 March 2006, cash dividends totalling £511 million were received from SFR in accordance with the shareholders’ agreement.

Verizon Communications Inc. (“Verizon Communications”) has an indirect 23.1% shareholding in Vodafone Italy and, under the shareholders’ agreement, can request dividends to be paid, provided that such dividends would not impair the financial condition or prospects of Vodafone Italy including, without limitation, its credit rating. No dividends were proposed or paid by Vodafone Italy during or since the year ended 31 March 2006 but a share purchase programme occurred during the financial year, further details of which are provided on page 41.

Acquisitions and disposals
The Group invested a net £3,643 million in acquisition and disposal activities, including a net cash outflow of £56 million from the purchase and disposal of investments, in the year to 31 March 2006. The acquisitions are described in more detail under “Business Overview – History and Development of the Company”.

An analysis of the main transactions in the 2006 financial year, including the changes in the Group’s effective shareholding, is shown below:

  £m  


 
Acquisitions:    
    Czech Republic (nil to 100%) and Romania (20.1% to 100%) (1) 1,840  
    South Africa (35.0% to 49.9%) (1) 1,444  
    India (nil to 10.0%) (1) 849  
Disposals:    
    Sweden (100% to nil) (658 )  
Other net acquisitions and disposals, including investments 168  


 
  3,643  


 
Note:    
(1) Amounts are shown net of cash and cash equivalents acquired.

On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone Japan to SoftBank. The transaction completed on 27 April 2006 with the Group receiving cash of approximately ¥1.42 trillion (£6.9 billion), including the repayment of intercompany debt of ¥0.16 trillion (£0.8 billion). In addition, the Group received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also assumed external debt of approximately ¥0.13 trillion (£0.6 billion).

Special distribution of £9 billion
On 17 March 2006, the Group stated that it will make a special distribution of approximately £6 billion in the 2007 financial year of the £6.9 billion cash received following the completion of the sale of the Group’s interest in Vodafone Japan. Through targeting a lower credit rating, the Group now plans to return a further £3 billion, resulting in a total distribution of approximately £9 billion.

This equates to 15p per ordinary share. Subject to shareholder approval, the method of distribution will be in the form of a B share arrangement with a share consolidation, which will reduce the Company’s shares in issue. The B share arrangement provides for shareholder flexibility as to when and how cash is received, thereby allowing income tax and capital gains management for some shareholders. The Company will post a circular to shareholders, with full details of the B share arrangement and the consolidation, on or around 13 June 2006.

The consolidation, which will replace existing ordinary shares with fewer new ordinary shares, is intended to maintain the share price, subject to normal market movements, and, consequently, historic comparability. For non-US shareholders, the B shares will be redeemed by default, with shareholders receiving a capital distribution. They may, however, elect for certain alternatives. Non-US shareholders can elect to receive the 15 pence as a one off dividend or elect to receive the capital distribution over time at pre-determined dates. Payment in respect of the initial redemption is intended to be made on 11 August 2006 and for any shareholders electing to receive the one off 15 pence per B share dividend payment is also intended to be made on 11 August 2006. It is expected that US shareholders and American Depositary Receipt (“ADR”) holders will only be entitled to receive the return as a one off dividend.

Share purchase programme
When considering how increased returns to shareholders can be provided in the form of share purchases, the Board reviews the free cash flow, anticipated cash requirements, dividends, credit profile and gearing of the Group.

On 24 May 2005, the Board allocated £4.5 billion to the share purchase programme for the year to 31 March 2006, which was subsequently increased to £6.5 billion. For the period from 1 April 2005 to 31 March 2006, the Company purchased 4,848 million shares at a cost of £6.5 billion. The average share price paid, excluding transaction costs, was 133.37 pence, compared with the average volume weighted price over the same period but excluding the period when shares could not be purchased, due to the announcement of the discussions which led to the disposal of Vodafone Japan, of 133.87 pence. No shares have been purchased since 31 March 2006. In addition to ordinary market purchases, the Company placed irrevocable purchase instructions prior to the start of some of the close periods and in advance of quarterly KPI announcements.

At its AGM on 26 July 2005, the Company received shareholder approval to purchase up to 6.4 billion shares of the Company. This approval will expire at the conclusion of the Company’s AGM on 25 July 2006. Shares can be purchased on market on the London Stock Exchange at a price not exceeding 105% of the average middle market quotation for such shares on the five business days prior to the date of purchase and otherwise in accordance with the rules of the Financial Services Authority. Purchases are only made if accretive to adjusted earnings per share.

As a result of targeting a lower credit rating and the £9 billion special distribution, the Group has no current plans for further share purchases or other one off shareholder returns.

Details of shares purchased under the programme are shown below:

          Total      
          number of      
          shares      
       Average   purchased      
      price    under     Maximum  
      paid per   publicly   value of  
  Total    share,   announced   shares  
  number of   inclusive of   share   purchased  
  shares   transaction   purchase   under the  
  purchased   costs   programme (1)   programme (2)  
Date of share purchase ’000   Pence   ‘000   £m  








 
1 – 30 April 2005 321,000   139.33   321,000   4,053  
1 – 23 May 2005 84,500   139.00   405,500   3,935  
24 – 31 May 2005 110,000   139.49   515,500   3,782  
1 – 30 June 2005 508,500   136.80   1,024,000   3,086  
1 – 10 July 2005 145,500   137.23   1,169,500   2,887  
11 – 27 July 2005 225,700   144.32   1,395,200   2,561  
28 – 31 July 2005     1,395,200   2,561  
1 – 31 August 2005 297,900   150.57   1,693,100   2,112  
1 – 30 September 2005 273,900   151.21   1,967,000   1,698  
1 – 31 October 2005 368,000   146.76   2,335,000   1,158  
1 – 14 November 2005 71,500   150.83   2,406,500   3,050  
15 – 30 November 2005 564,000   128.23   2,970,500   2,327  
1 – 31 December 2005 362,500   126.49   3,333,000   1,868  
1 – 9 January 2006 165,500   129.63   3,498,500   1,654  
10 – 24 January 2006 504,000   124.99   4,002,500   1,024  
25 – 31 January 2006 76,500   121.17   4,079,000   931  
1 – 28 February 2006 411,000   119.84   4,490,000   439  
1 – 31 March 2006 358,000   122.42   4,848,000    








 
Total 4,848,000   134.07   4,848,000    








 
Notes:
(1) No shares were purchased outside the publicly announced share purchase programmes.
(2) On 24 May 2005, the Company announced it was allocating £4.5 billion to the share purchase programme to cover the year to 31 March 2006, including those shares purchased between 1 April 2005 and 23 May 2005 under irrevocable purchase instructions. This superseded the £4 billion programme announced in November 2004. On 15 November 2005, the Company announced that it was increasing the allocation to £6.5 billion completing by March 2006.

 

40 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Treasury shares
The Companies Act 1985 permits companies to purchase their own shares out of distributable reserves and to hold shares with a nominal value not to exceed 10% of the nominal value of their issued share capital in treasury. If shares in excess of this limit are purchased they must be cancelled. Whilst held in treasury, no voting rights or preemption rights accrue and no dividends are paid in respect of treasury shares. Treasury shares may be sold for cash, transferred (in certain circumstances) for the purposes of an employee share scheme, or cancelled. If treasury shares are sold, such sales are deemed to be a new issue of shares and will accordingly count towards the 5% of share capital which the Company is permitted to issue on a non pre-emptive basis in any one year as approved by its shareholders at the AGM. The proceeds of any sale of treasury shares up to the amount of the original purchase price, calculated on a weighted average price method, is attributed to distributable profits which would not occur in the case of the sale of non-treasury shares. Any excess above the original purchase price must be transferred to the share premium account.

Shares purchased are held in treasury in accordance with section 162 of the Companies Act 1985. The movement in treasury shares during the financial year is shown below:

  Number      
  million   £m  




 
1 April 2005 3,814   5,121  
Repurchase of shares 4,848   6,500  
Cancellation of shares (2,250 )   (3,053 )  
Re-issue of shares (279 )   (370 )  




 
31 March 2006 6,133   8,198  




 

Vodafone Italy share purchase
On 19 April 2005, the board of directors of Vodafone Italy approved a proposal to buy back issued and outstanding shares for approximately
7.9 billion (£5.4 billion), which was subsequently approved by the shareholders of Vodafone Italy. The buy back took place in two tranches, the first on 24 June 2005 and the second on 7 November 2005. As a result, Vodafone received 6.1 billion (£4.2 billion) and Verizon Communications received 1.8 billion (£1.2 billion). After the transaction, Vodafone and Verizon Communications shareholdings in Vodafone Italy remained at approximately 77% and 23%, respectively. At 31 March 2006, Vodafone Italy had net cash on deposit with Group companies of 2.3 billion (£1.6 billion).

Funding
The Group’s consolidated net debt position for continuing operations is as follows:

  2006   2005  
  £m   £m  




 
Cash and cash equivalents (as presented in the        
    consolidated cash flow statement) 2,932   3,726  
Bank overdrafts 18   43  
Cash and cash equivalents for discontinued operations (161 )  




 
Cash and cash equivalents (as presented in        
    the consolidated balance sheet) 2,789   3,769  




 
Trade and other receivables (1) 310   408  
Trade and other payables (1) (219 ) (79 )
Short-term borrowings (3,448 ) (2,003 )
Long-term borrowings (16,750 ) (13,190 )




 
  (20,107 ) (14,864 )




 
Net debt as extracted from the consolidated balance sheet (17,318 ) (11,095 )
Net debt related to discontinued operations   920  




 
Net debt related to continuing operations (17,318 ) (10,175 )




 
Note:
(1) Trade and other receivables and payables include certain derivative financial instruments (see notes 17 and 27).

Net debt increased to £17,318 million, from £10,175 million at 31 March 2005, principally as a result of the cash flow items noted above, share purchases, equity dividend payments and £34 million of foreign exchange movements. This represented approximately 24% of the Group’s market capitalisation at 31 March 2006 compared with 11% at 31 March 2005. Average net debt at month end accounting dates over the 12 month period ended 31 March 2006 was £13,391 million, and ranged between £9,551 million and £17,318 million during the year.

Consistent with development of its strategy, the Group is now targeting low single A long term credit ratings from Moody’s, Fitch Ratings and Standard & Poor’s having previously managed the capital structure at single A credit ratings. Credit ratings are not a recommendation to purchase, hold or sell securities, in as much as ratings do not comment on market price or suitability for a particular investor, and are subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently.

The Group’s credit ratings enable it to have access to a wide range of debt finance, including commercial paper, bonds and committed bank facilities.

Commercial paper programmes
The Group currently has US and euro commercial paper programmes of $15 billion and £5 billion, respectively, which are available to be used to meet short term liquidity requirements and which were undrawn at 31 March 2005. At 31 March 2006, $696 million (£400 million) was drawn under the US commercial paper programme and $80 million (£46 million) and £285 million were drawn under the euro commercial paper programme. The commercial paper facilities are supported by $10.9 billion (£6.3 billion) of committed bank facilities, comprised of a $5.9 billion Revolving Credit Facility that matures on 24 June 2009 and a $5.0 billion Revolving Credit Facility that matures on 22 June 2012. At 31 March 2006 and 31 March 2005, no amounts had been drawn under either bank facility.

Bonds
The Group has a 15 billion Euro Medium Term Note programme, a $12 billion US shelf programme and a ¥600 billion Japanese shelf programme, which are used to meet medium to long term funding requirements. At 31 March 2006, the total amounts in issue under these programmes split by currency were $13.4 billion, £1.5 billion, € 8.7 billion and ¥3 billion. In addition, the Group’s discontinued operation in Japan had bonds in issue of ¥125 billion, which were transferred to SoftBank following completion of the sale of Vodafone Japan.

In the year to 31 March 2006, bonds with a nominal value £5.2 billion were issued under the US Shelf and the Euro Medium Term Note programme. The bonds issued during the year were:

          US Shelf / Euro
          Medium Term
          Note (“EMTN”)
Date of bond issue Maturity of bond Currency Amount Million   programme






8 August 2005 15 September 2015 USD 750   US Shelf
8 September 2005 8 September 2014 GBP 350   EMTN
29 November 2005 29 November 2012 EUR 750   EMTN
29 December 2005 29 June 2007 USD 1,850   US Shelf
29 December 2005 28 December 2007 USD 750   US Shelf
8 February 2006 17 July 2008 EUR 1,250   EMTN
16 March 2006 28 December 2007 USD 750   US Shelf
16 March 2006 15 June 2011 USD 350   US Shelf
16 March 2006 15 June 2011 USD 750   US Shelf
16 March 2006 15 March 2016 USD 750   US Shelf

At 31 March 2006, the Group had bonds in issue with a nominal value of £15,389 million, including $207 million of bonds that were assumed as part of the acquisition of MobiFon S.A. and Oscar Mobil a.s. on 31 May 2005, plus a further ¥125 billion bonds in the Group’s discontinued operations in Japan.

On 7 June 2006, the Company agreed to issue €1 billion of bonds due on 13 January 2012 and €300 million of bonds due on 14 June 2016 under the Euro Medium Term Note programme. The bonds were issued on 14 June 2006.

 


 

Vodafone Group Plc Annual Report 2006 41

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Financial Position and Resources
continued

Committed facilities
The following table summarises the committed bank facilities available to the Group at 31 March 2006:

Committed Bank Facilities   Amounts drawn

 
24 June 2004    
$5.9 billion Revolving Credit Facility, maturing 24 June 2009.   No drawings have been made against this facility. The facility supports the Group’s commercial paper programmes and may be used for general corporate purposes including acquisitions.
24 June 2005    
$5.0 billion Revolving Credit Facility, maturing 22 June 2012.   No drawings have been made against this facility. The facility supports the Group’s commercial paper programmes and may be used for general corporate purposes including acquisitions.
21 December 2005    
¥259 billion Term Credit Facility, maturing 16 March 2011, entered into by Vodafone Finance K.K. and guaranteed by the Company.   The facility was drawn down in full on 21 December 2005. The facility is available for general corporate purposes, although amounts drawn must be on-lent to the Company.

 

Under the terms and conditions of the $10.9 billion committed bank facilities, lenders have the right, but not the obligation, to cancel their commitments and have outstanding advances repaid no sooner than 30 days after notification of a change of control of the Company. The facility agreements provide for certain structural changes that do not affect the obligations of the Company to be specifically excluded from the definition of a change of control. This is in addition to the rights of lenders to cancel their commitment if the Company has committed an event of default.

Substantially the same terms and conditions apply in the case of Vodafone Finance K.K.’s ¥259 billion term credit facility, although the change of control provision is applicable to any guarantor of borrowings under the term credit facility. As of 31 March 2006, the Company was the sole guarantor.

In addition, Vodafone Japan has a fully drawn bilateral facility totalling ¥8 billion (£39 million) which expires in January 2007 and which was included in the sale of Vodafone Japan.

Furthermore, three of the Group’s subsidiary undertakings are funded by external facilities which are non-recourse to any member of the Group other than the borrower, due to the level of country risk involved. These facilities may only be used to fund their operations. Vodafone Egypt has a partly drawn (EGP250 million (£25 million)) syndicated bank facility of EGP900 million (£90 million) that fully expires in September 2007. On 1 April 2006 the undrawn EGP 650 million (£65 million) element of the facility lapsed. Vodafone Albania has a fully drawn ( 60 million (£42 million)) syndicated bank facility that expires at various dates up to and including October 2012. Vodafone Romania has a fully drawn €   200 million syndicated bank facility that expires at various dates up to October 2010.

In aggregate, the Group has committed facilities of approximately £7,833 million, of which £6,362 million was undrawn and £1,471 million was drawn at 31 March 2006.

The Group believes that it has sufficient funding for its expected working capital requirements. Further details regarding the maturity, currency and interest rates of the Group’s gross borrowings at 31 March 2006 are included in note 24 to the Consolidated Financial Statements.

Financial assets and liabilities
Analyses of financial assets and liabilities, including the maturity profile of debt, currency and interest rate structure, are included in notes 18 and 24 to the Consolidated Financial Statements. Details of the Group’s treasury management and policies are included within note 24 to the Consolidated Financial Statements.

Option agreements and similar arrangements
Potential cash inflows
As part of the agreements entered into upon the formation of Verizon Wireless, the Company entered into an Investment Agreement with Verizon Communications, formerly Bell Atlantic Corporation, and Verizon Wireless. Under this agreement, dated 3 April 2000, the Company has the right to require Verizon Communications or Verizon Wireless to acquire interests in the Verizon Wireless partnership from the Company with an aggregate market value of up to $20 billion during certain periods up to August 2007, dependent on the value of the Company’s 45% stake in Verizon Wireless. This represents a potential source of liquidity to the Group.

Exercise of the option could have occurred in either one or both of two phases. The Phase I option expired in August 2004 without being exercised. The Phase II option may be exercised during the periods commencing 30 days before and ending 30 days after any one or more of 10 July 2006 and 10 July 2007. The Phase II option also limits the aggregate amount paid to $20 billion and caps the payments under single exercises to $10 billion. Determination of the market value of the Company’s interests will be by mutual agreement of the parties to the transaction or, if no such agreement is reached within 30 days of the valuation date, by appraisal. If an initial public offering takes place and the common stock trades in a regular and active market, the market value of the Company’s interest will be determined by reference to the trading price of common stock.

Potential cash outflows
In respect of the Group’s interest in the Verizon Wireless partnership, an option granted to Price Communications, Inc. by Verizon Communications is exercisable at any time up to and including 15 August 2006. The option gives Price Communications, Inc. the right to exchange its preferred limited partnership interest in Verizon Wireless of the East LP for either equity of Verizon Wireless (if an initial public offering of such equity occurs), or common stock of Verizon Communications. If the exercise occurs, Verizon Communications has the right, but not the obligation, to contribute the preferred interest to the Verizon Wireless partnership, diluting the Group’s interest. However, the Group also has the right to contribute further capital to the Verizon Wireless partnership in order to maintain its percentage partnership interest at the level just prior to the exercise of the option. Such amount is expected to be $1.0 billion.

During the 2005 financial year, the Group sold 16.9% of Vodafone Egypt to Telecom Egypt, reducing the Group’s effective interest to 50.1%. Both parties also signed a shareholder agreement setting out the basis under which the Group and Telecom Egypt would each contribute a 25.5% interest in Vodafone Egypt to a newly formed company to be 50% owned by each party. Within this shareholder agreement, Telecom Egypt was granted a put option over its entire interest in Vodafone Egypt giving Telecom Egypt the right to put its shares back to the Group at fair market value. On 31 October 2005, the shareholder agreement between Telecom Egypt and Vodafone expired and the associated rights and obligations contained in the shareholder agreement terminated, including the aforementioned put option. However, the original shareholders agreement contained an obligation on both parties to use reasonable efforts to renegotiate a revised shareholder agreement for their direct shareholding in Vodafone Egypt on substantially the same terms as the original agreement, which may or may not lead to a new agreement containing a put option under the terms described above. As of 31 March 2006, the parties have not agreed to abandon such efforts and as such, the financial liability relating to the initial shareholder agreement has been retained in the Group’s balance sheet at 31 March 2006.

In respect of Arcor, the Group’s non-mobile operation in Germany, the capital structure provides all partners, including the Group, the right to withdraw capital from 31 December 2026 onwards and this right in relation to the minority partners has been recognised as a financial liability.

Off-balance sheet arrangements
The Group does not have any material off-balance sheet arrangements, as defined by the SEC. Please refer to notes 30 and 31 to the Consolidated Financial Statements for a discussion of the Group’s commitments and contingent liabilities.

Quantitative and qualitative disclosures about market risk
A discussion of the Group’s financial risk management objectives and policies and the exposure of the Group to liquidity, market and credit risk is included within note 24 to the Consolidated Financial Statements.


 

42 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Risk Factors, Trends and Outlook

 

Risk Factors
Regulatory decisions and changes in the regulatory environment could adversely affect the Group’s business.
Because the Group has ventures in a large number of geographic areas, it must comply with an extensive range of requirements that regulate and supervise the licensing, construction and operation of its telecommunications networks and services. In particular, there are agencies which regulate and supervise the allocation of frequency spectrum and which monitor and enforce regulation and competition laws which apply to the mobile telecommunications industry. Decisions by regulators regarding the granting, amendment or renewal of licences, to the Group or to third parties, could adversely affect the Group’s future operations in these geographic areas. The Group cannot provide any assurances that governments in the countries in which it operates will not issue telecommunications licences to new operators whose services will compete with it. In addition, other changes in the regulatory environment concerning the use of mobile phones may lead to a reduction in the usage of mobile phones or otherwise adversely affect the Group. Additionally, decisions by regulators and new legislation could affect the pricing for, or adversely affect the revenue from, the services the Group offers. Further details on the regulatory framework in certain countries and regions in which the Group operates, and on regulatory proceedings can be found in “Regulation” on pages 21 to 24.

Increased competition may reduce market share or revenue.
The Group faces intensifying competition. Competition could lead to a reduction in the rate at which the Group adds new customers and to a decrease in the size of the Group’s market share as customers choose to receive telecommunications services, or other competing services, from other providers. Examples include, but are not limited to, competition from internet-based services and MVNOs.

The focus of competition in many of the Group’s markets continues to shift from customer acquisition to customer retention as the market for mobile telecommunications has become increasingly penetrated. Customer deactivations are measured by the Group’s churn rate. There can be no assurance that the Group will not experience increases in churn rates, particularly as competition intensifies. An increase in churn rates could adversely affect profitability because the Group would experience lower revenue and additional selling costs to replace customers, although such costs would have a future revenue stream to mitigate the impact.

Increased competition has also led to declines in the prices the Group charges for its mobile services and is expected to lead to further price declines in the future. Competition could also lead to an increase in the level at which the Group must provide subsidies for handsets. Additionally, the Group could face increased competition should there be an award of additional licences in jurisdictions in which a member of the Group already has a licence.

Delays in the development of handsets and network compatibility and components may hinder the deployment of new technologies.
The Group’s operations depend in part upon the successful deployment of continuously evolving mobile telecommunications technologies. The Group uses technologies from a number of vendors and makes significant capital expenditures in connection with the deployment of such technologies. There can be no assurance that common standards and specifications will be achieved, that there will be inter-operability across Group and other networks, that technologies will be developed according to anticipated schedules, that they will perform according to expectations or that they will achieve commercial acceptance. The introduction of software and other network components may also be delayed. The failure of vendor performance or technology performance to meet the Group’s expectations or the failure of a technology to achieve commercial acceptance could result in additional capital expenditures by the Group or a reduction in profitability.

Expected benefits from integration may not be realised.
The One Vodafone programme represents the Group’s principal plan to achieve integration across the Group’s operating companies, particularly in Europe, and is designed to maximise the benefits of Vodafone’s scale and scope. The programme is premised on six core initiatives, further details of which can be found on pages 18 to 19. The Group has previously stated publicly that it expects to realise operational revenue benefits by the year ending 31 March 2008. These expected benefits have been formulated by management on the assumption that all of the core initiatives which comprise the One Vodafone programme generate the results anticipated and that the Group is able to take advantage of its size and exploit the associated economies of scale to their fullest extent. Management considers these targeted revenue enhancements set out on pages 18 to 19 to be achievable, although no assurance can be given that the full extent of the anticipated benefits of the One Vodafone programme will be realised. In addition, the ability to deliver tangible business benefits from the convergence of the Group’s IT systems could be compromised by the technical complexity of such a process or other difficulties associated with converging multiple systems architectures.

Changes in assumptions underlying the carrying value of certain Group assets could result in impairment.
Vodafone completes a review of the carrying value of its assets annually, or more frequently where the circumstances require, to assess whether those carrying values can be supported by the future cash flows derived from such assets. This review examines the continued appropriateness of the assumptions in respect of highly uncertain matters upon which the carrying values of certain of the Group’s assets are based. This includes an assessment of discount rates and long term growth rates, future technological developments and timing and quantum of future capital expenditure, as well as several factors which may affect revenues and profitability identified within other Risk Factors in this section such as intensifying competition, pricing pressures, regulatory changes and the timing for introducing new products or services. Due to the Group’s substantial carrying value of goodwill under IFRS and licences under US GAAP, the revision of any of these assumptions to reflect current or anticipated changes in operations or the financial condition of the Group could lead to an impairment in the carrying value of certain assets in the Group. Whilst impairment does not impact reported cash flows, it does result in a non-cash charge on the income statement, and thus no assurance can be given that any future impairments would not affect the Company’s reported distributable reserves and therefore its ability to make distributions to its shareholders or repurchase its shares. See “Critical Accounting Estimates –Impairment Reviews” on page 26.

The Group’s business would be adversely affected by the non-supply of equipment and support services by a major supplier.
Companies within the Group source their mobile network infrastructure and related support services from third party suppliers. The removal from the market of one or more of these third party suppliers would adversely affect the Group’s operations and could result in additional capital expenditures by the Group.

The Company’s strategic objectives may be impeded by the fact that it does not have a controlling interest in some of its ventures.
Some of the Group’s interests in mobile licences are held through entities in which it is a significant but not controlling owner. Under the governing documents for some of these partnerships and corporations, certain key matters such as the approval of business plans and decisions as to the timing and amount of cash distributions require the consent of the partners. In others, these matters may be approved without the Company’s consent. The Company may enter into similar arrangements as it participates in ventures formed to pursue additional opportunities. Although the Group has not been materially constrained by the nature of its mobile ownership interests, no assurance can be given that its partners will not exercise their power of veto or their controlling influence in any of the Group’s ventures in a way that will hinder the Group’s corporate objectives and reduce any anticipated cost savings or revenue enhancement resulting from these ventures.

Expected benefits from investment in networks, licences and new technology may not be realised.
The Group has made substantial investments in the acquisition of licences and in its mobile networks, including the roll out of 3G networks. The Group expects to continue to make significant investments in its mobile networks due to increased usage and the need to offer new services and greater functionality afforded by new or evolving telecommunications technologies. Accordingly, the rate of the Group’s capital expenditures in future years could remain high or exceed that which it has experienced to date.

Please see “Business Overview – Licences and network infrastructure” on pages 14 to 15 for more information on expected expenditure in connection with the roll out of 3G services. There can be no assurance that the introduction of new services will proceed according to anticipated schedules or that the level of demand for new services will justify the cost of setting up and providing new services. Failure or a delay in the completion of networks and the launch of new services, or increases in the associated costs, could have a material adverse effect on the Group’s operations.

The Group may experience a decline in revenue or profitability notwithstanding its efforts to increase revenue from the introduction of new services.
As part of its strategy to increase usage of its networks, the Group will continue to offer new services to its existing customers and seek to increase non-voice service revenue as a percentage of total service revenue. However, the Group may not be able to introduce commercially these new services, or may experience significant delays due to problems such as the availability of new mobile handsets or higher than anticipated prices of new handsets. In addition, even if these services are introduced in accordance with expected time schedules, there is no assurance that revenue from such services will increase ARPU or maintain profit margins.


 

Vodafone Group Plc Annual Report 2006 43

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Risk Factors, Trends and Outlook
continued

The Group’s business and its ability to retain customers and attract new customers may be impaired by actual or perceived health risks associated with the transmission of radiowaves from mobile telephones, transmitters and associated equipment.
Concerns have been expressed in some countries where the Group operates that the electromagnetic signals emitted by mobile telephone handsets and base stations may pose health risks at exposure levels below existing guideline levels and may interfere with the operation of electronic equipment. In addition, as described under the heading “Legal Proceedings” in note 31 to the Consolidated Financial Statements, several mobile industry participants, including the Company and Verizon Wireless, have had lawsuits filed against them alleging various health consequences as a result of mobile phone usage, including brain cancer. While the Company is not aware that such health risks have been substantiated, there can be no assurance that the actual, or perceived, risks associated with radiowave transmission will not impair its ability to retain customers and attract new customers, reduce mobile telecommunications usage or result in further litigation. In such event, because of the Group’s strategic focus on mobile telecommunications, its business and results of operations may be more adversely affected than those of other companies in the telecommunications sector.

Trend Information
The growth in the mobile telecommunications industry in terms of customers, revenue and cash flows has been substantial over the past decade. Vodafone believes that the mobile industry will continue to experience growth, although as the markets in which the Group operates mature, the rate of growth will depend on the demand for enhanced voice and data products and services and the amount of voice and data traffic moving from fixed networks to mobile networks. The most significant current trends which are expected to impact the Group are:

Increasing penetration rates and competition between network operators for customers
For the Group’s operations which operate in less penetrated markets, the Group expects customer growth to be the principal source of revenue growth. Gaining new customers depends on many factors, including network coverage and quality, customer satisfaction, product offerings and handset range but a key factor is often the pricing of handsets and tariffs. In general, as penetration rates rise in a market, competition intensifies as operators invest more in retaining their existing customers whilst offering incentives to potential new customers. These competitive pressures, along with new mobile users who generally spend less than existing users, exert a downward pressure on ARPU and result in increased acquisition and retention costs. The Group anticipates that this trend will continue, though it will endeavour to offset the impact by usage stimulation campaigns, new product offerings and leveraging the Group’s scale and scope.

In markets with high penetration rates, the Group expects usage stimulation and new products and services to be the main drivers of revenue growth. Building on the success of recent campaigns in many of the Group’s markets, bundled offerings are expected to expand to provide better value to customers and encourage increased use of the Group’s services. Such stimulation initiatives are expected to increase ARPU in the medium and longer term as higher usage more than offsets the reduced average revenue per minute or per message. The Group also expects that technology innovation will lead to the improved integration of PC’s and laptops with mobile services and provide opportunities for the Group to expand its product offering, resulting in a larger market for its services.

A number of national regulators are considering allocating additional spectrum or offering new licences for the provision of mobile telecommunications services. If the additional spectrum or new licences are acquired by new or existing competitors, the competitive pressures in the local market may increase.

Impact of new competitors
New service providers, or MVNOs, in a number of markets in which the Group operates are increasing the competitive pressures in certain market segments with low cost offerings. Certain national regulators require, or have stated their intention to require, network operators to provide network access to such service providers. The Group expects that in markets in which new service providers have a significant competitive impact, ARPU is likely to reduce and this competition may result in the need for the Group to invest further amounts in customer retention.

Downward pressure on termination rates from regulatory action
In recent years, action by NRA’s has led to reductions in the income the Group receives for terminating calls from fixed or other mobile networks and, similarly, reductions in the cost charged by other operators for connecting a call on their fixed or mobile network. Vodafone expects such regulatory pressure to persist for the foreseeable future.

Development of and demand for data services
Since the Group’s introduction of data service offerings, revenue from these services has increased each year, although there can be no assurance that this will continue to be the case. With continued growth in the use of data services as more customers utilise 3G services, including video calling and full track music downloads, the Vodafone Mobile Connect data card, new business focused offerings and the recent launch of 3G broadband, the Group expects continued growth in non-messaging data service revenue and for this revenue to increase as a percentage of total service revenue over time.

Benefits of regional scale and scope
As the world’s leading international mobile telecommunications company, the Group is able to benefit from its regional scale and scope. The One Vodafone initiatives (see pages 18 to 19) are targeted at maximising the future value of these benefits.

Impact of convergence and disruptive technologies
The emergence of new technologies, which enable core and radio access networks to be increasingly based on internet protocols, is likely to provide the Group with opportunities to reduce costs and target the replacement of customers’ fixed line phone services. However, they will also provide opportunities for new competitors to enter the telecommunications services market. Vodafone believes it is well placed to take advantage of these opportunities, as demonstrated by the launch of Vodafone Zuhause in Germany.

Depreciation expense
Depreciation expense is driven largely by capital expenditure on building and upgrading the Group’s networks. Capital expenditure on network equipment has increased in recent years with the construction of 3G networks. As network equipment generally has an expected useful life of between three and ten years, the resulting depreciation expense in the medium term is likely to be higher than in the current financial year. The One Vodafone initiatives are expected to reduce capital expenditure, and hence depreciation, relative to revenue in the longer term.

Seasonality
The Group’s financial results and cash flows have not, historically, been subject to significant seasonal trends between the first and second half of the financial year, although there are a number of offsetting trends.

Traditionally, the Christmas period sees a higher volume of customer connections, contributing to higher equipment and connection revenue in the second half of the financial year. Ongoing airtime revenue also demonstrates signs of seasonality, with revenue generally lower during February, which is a shorter than average month, and revenue from roaming charges higher during the summer months as a result of increased travel by customers.

There is no assurance that these trends will continue in the future. For additional considerations related to these trends, please see “Risk Factors” in this section.


 

44 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Outlook

2007 financial year
While we are delivering on cost reduction, revenue stimulation and emerging market growth in the shorter term, the potential benefits from serving our customers total telecommunications needs will materialise over a longer timeframe.

For the year ahead, we expect operating conditions to remain challenging, with a continued intense competitive environment and further regulatory pressure, but nevertheless see continued growth in Group revenue.

We are anticipating higher customer investment, pricing pressures and further termination rate reductions to impact growth in adjusted operating profit; however, initiatives to deliver further cost efficiencies are expected to mitigate this effect.

Group capitalised fixed asset additions are expected to be in the range of £4.2 billion to £4.6 billion, which is higher than the 2006 financial year due to the effect of recently completed acquisitions and disposals and the Group’s rollout of HSDPA.

Free cash flow is expected to be in the range of £4.0 billion to £4.5 billion after an estimated

 

 

£1.2 billion of tax payments, including associated interest, in respect of the potential unfavourable resolution of a number of long standing tax issues. The Group currently forecasts a further significant increase in cash tax and associated interest payments in the 2008 financial year, including a potentially material amount related to the CFC litigation which could be paid should the litigation be resolved unfavourably in that year. Further information on the CFC litigation is provided in note 31 in the Consolidated Financial Statements.

The Group has previously indicated that in the three year period ending 31 March 2009, it expects a number of long standing tax issues to be resolved. The Group estimates that tax payments of approximately £5 billion could be made over that period, together with associated interest costs, including a potentially material amount relating to CFC litigation.

The section entitled “Business Overview – Global Services – One Vodafone” on pages 18 to 19 provides additional outlook statements in relation to the expected future benefits of One Vodafone initiatives on cash flow, capital expenditure and operating expenditure.

 


Vodafone Group Plc Annual Report 2006 45

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Cautionary Statement Regarding Forward-Looking Statements

 

This document contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the Group’s financial condition, results of operations and businesses and certain of the Group’s plans and objectives. In particular, such forward-looking statements include statements with respect to Vodafone’s expectations as to launch and roll out dates for products, services or technologies offered by Vodafone; intentions regarding the development of products and services introduced by Vodafone or by Vodafone in conjunction with initiatives with third parties; the ability to integrate all operations throughout the Group in the same format and on the same technical platform and the ability to be operationally efficient; the development and impact of new mobile technology; anticipated benefits to the Group of the One Vodafone programme; the results of Vodafone’s brand awareness and brand preference campaigns; growth in customers and usage, including improvements in customer mix; future performance, including turnover, average revenue per user (“ARPU”), cash flows, costs, capital expenditures and margins, non-voice services and their revenue contribution; share purchases; the rate of dividend growth by the Group or its existing investments; expectations regarding the Group’s access to adequate funding for its working capital requirements; expected effective tax rates and expected tax payments; the ability to realise synergies through cost savings, revenue generating services, benchmarking and operational experience; future acquisitions, including increases in ownership in existing investments and pending offers for investments; future disposals; contractual obligations; mobile penetration and coverage rates; the impact of regulatory and legal proceedings involving Vodafone; expectations with respect to long-term shareholder value growth; Vodafone’s ability to be the mobile market leader, overall market trends and other trend projections.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” or “targets”. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, the following:

changes in economic or political conditions in markets served by operations of the Group that would adversely affect the level of demand for mobile services;
   
greater than anticipated competitive activity, from both existing competitors and new market entrants, including MVNOs, which could require changes to the Group’s pricing models, lead to customer churn and make it more difficult to acquire new customers and reduce profitability;
   
the impact of investment in network capacity and the deployment of new technologies, or the rapid obsolescence of existing technology;
   
slower than expected customer growth and reduced customer retention;
   
changes in spending patterns of existing customers;
   
the possibility that new products and services, including mobile internet platforms, 3G, Vodafone live!, Vodafone Radio DJ and other products and services, will not be commercially accepted or perform according to expectations or that vendors’ performance in marketing these technologies will not meet the Group’s requirements;
   
the Group’s ability to win 3G licence allocations;
   
the Group’s ability to realise expected synergies and benefits associated with 3G technologies;
   
a lower than expected impact of GPRS, 3G, Vodafone live!, Vodafone Radio DJ and other new or existing products, services or technologies on the Group’s future revenue, cost structure and capital expenditure outlays;
   
the ability of the Group to harmonise mobile platforms and delays, impediments or other problems associated with the roll out and scope of 3G technology, Vodafone live!, Vodafone Radio DJ and other new or existing products, services or technologies in new markets;
   
the ability of the Group to offer new services and secure the timely delivery of high quality, reliable GPRS and 3G handsets, network equipment and other key products from suppliers;
   
the Group’s ability to develop competitive data content and services that will attract new customers and increase average usage;
   
future revenue contributions of both voice and non-voice services;
   
greater than anticipated prices of new mobile handsets;
   
changes in the costs to the Group of or the rates the Group may charge for terminations and roaming minutes;
   
the Group’s ability to achieve meaningful cost savings and revenue improvements as a result of its One Vodafone initiative;
   
the ability to realise benefits from entering into partnerships for developing data
  and internet services and entering into service franchising and brand licensing;
   
the possibility that the pursuit of new, unexpected strategic opportunities may have a negative impact on the Group’s financial performance;
   
developments in the Group’s financial condition, earnings and distributable funds and other factors that the Board takes into account in determining the level of dividends;
   
any unfavourable conditions, regulatory or otherwise, imposed in connection with pending or future acquisitions or disposals and the integration of acquired companies in the Group’s existing obligations;
   
the risk that, upon obtaining control of certain investments, the Group discovers additional information relating to the businesses of that investment leading to restructuring charges or write-offs or other negative implications;
   
changes in the regulatory framework in which the Group operates, including possible action by regulators in markets in which the Group operates or by the EU regulating rates the Group is permitted to charge;
   
the impact of legal or other proceedings against the Group or other companies in the mobile telecommunications industry;
   
the possibility that new marketing or usage stimulation campaigns or efforts and customer retention schemes are not an effective expenditure;
   
the possibility that the Group’s integration efforts do not reduce the time to market for new products or improve the Group’s cost position;
   
loss of suppliers or disruption of supply chains;
   
the Group’s ability to satisfy working capital requirements through borrowing in capital markets, bank facilities and operations;
   
changes in exchange rates, including particularly the exchange rate of pounds sterling to the euro and the US dollar;
   
changes in statutory tax rates and profit mix which would impact the weighted average tax rate;
   
changes in tax legislation in the jurisdictions in which the Group operates;
   
final resolution of open issues which might impact the effective tax rate; and
   
timing of tax payments relating to the resolution of open issues.

Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found under “Risk Factors, Trends and Outlook – Risk Factors” on pages 43 to 44. All subsequent written or oral forward-looking statements attributable to the Company or any member of the Group or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Neither Vodafone nor any of its affiliates intends to update these forward-looking statements.


 

46 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Non-GAAP Information

Presentation of Adjusted Operating Profit
The Group presents operating profit excluding impairment losses and non-recurring amounts related to business acquisitions and disposals for the Group and the Group’s reported business segments, being mobile telecommunications and other operations. The Group believes that it is both useful and necessary to report these measures for the following reasons:

these measures are used by the Group for internal performance analysis;
   
the presentation by the Group’s reported business segments of these measures facilitates comparability with other companies, although the Group’s measures may not be comparable with similarly titled profit measurements reported by other companies; and
   
it is useful in connection with discussion with the investment analyst community and debt rating agencies.

Reconciliation of these measures to the closest equivalent GAAP measure, operating (loss)/profit, is provided in note 3 to the Consolidated Financial Statements.

Organic Growth
The Group believes that “organic growth”, which is not intended to be a substitute, or superior to, reported growth, provides useful and necessary information to investors and other interested parties for the following reasons:

it provides additional information on underlying growth of the business without the effect of factors unrelated to the operating performance of the business;
   
it is used by the Group for internal performance analysis; and
   
it facilitates comparability of underlying growth with other companies, although the term “organic” is not a defined term under IFRS, or US GAAP, and may not, therefore, be comparable with similarly titled measures reported by other companies.

Reconciliation of organic growth to reported growth is shown below:

          Impact of      
  Organic   Impact of foreign   acquisitions   Reported  
  growth   exchange   and disposals   growth  
  %   %   %   %  








 
Mobile telecommunications                
Voice revenue 5.3   0.6   2.2   8.1  
Non-voice revenue – Messaging 10.6   0.4   2.1   13.1  
  – Data 60.4   (0.4 ) 1.2   61.2  
Total service revenue 7.2   0.5   2.2   9.9  
Acquisition and retention revenue 2.3   0.8   (0.2 ) 2.9  
Total revenue 6.7   0.5   2.1   9.3  
Interconnect costs 7.2   0.7   2.5   10.4  
Group revenue 7.5   0.5   2.0   10.0  








 
                         
              Reported   Impact of impairment      
      Impact of   Impact of   growth in   losses and non-recurring   Reported growth  
  Organic   foreign   acqusitions   in non-GAAP   amounts related to business   in equivalent  
  growth   exchange   and disposals   measure   acquisition and disposals   GAAP measure (2)  
  %   %   %   %   %   %  












 
Adjusted operating profit                        
Mobile telecommunications profit (1) 10.3   1.1     11.4   (290.2 ) (278.8 )
Total operating profit (1) 11.4   1.0   0.1   12.5   (291.3 ) (278.8 )












 
Notes:
(1) Before impairment losses and non-recurring amounts related to business acquisitions and disposals.
(2) Closest equivalent GAAP measure is operating (loss)/profit.

Cash Flow Measures
In presenting and discussing the Group’s reported results, free cash flow and operating free cash flow are calculated and presented on the basis of methodologies other than in accordance with IFRS. The Group believes that it is both useful and necessary to communicate free cash flow to investors and other interested parties, for the following reasons:

free cash flow allows the Company and external parties to evaluate the Group’s liquidity and the cash generated by the Group’s operations. Free cash flow does not include items determined independently of the ongoing business, such as the level of dividends, and items which are deemed discretionary, such as cash flows relating to acquisitions and disposals or financing activities. In addition, it does not necessarily reflect the amounts which the Group has an obligation to incur. However, it does reflect the cash available for such discretionary activities, to strengthen the balance sheet or to provide returns to shareholders in the form of dividends or share purchases;
   
free cash flow facilitates comparability of results with other companies, although the Group’s measure of free cash flow may not be directly comparable to similarly titled measures used by other companies;
   
it is used by management for planning, reporting and incentive purposes; and
   
it is useful in connection with discussion with the investment analyst community and debt rating agencies.

The Group believes that the presentation of operating free cash flow is useful and necessary for investors and other interested parties as it provides the quantitative basis for the cash flow targets of the One Vodafone initiatives outlined on pages 18 to 19. This measure may not be directly comparable to similarly titled measures used by other companies.

A reconciliation of net cash inflow from operating activities, the closest equivalent GAAP measure, to operating free cash flow and free cash flow, is provided in “Performance – Financial Position and Resources – Liquidity and Capital Resources – Cash Flows” on page 39.

 

Vodafone Group Plc Annual Report 2006 47

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Non-GAAP Information
continued

Net Debt
In presenting and discussing the Group’s indebtedness and liquidity position, net debt is calculated. There is no definition of net debt within IFRS. The Group believes that it is both useful and necessary to communicate net debt to investors and other interested parties, for the following reasons:

net debt allows the Company and external parties to evaluate the Group’s overall indebtedness and liquidity position;
   
net debt facilitates comparability of indebtedness and liquidity with other companies, although the Group’s measure of net debt may not be directly comparable to similarly titled measures used by other companies;
   
it is used by management for planning and reporting purposes; and
   
it is used in discussions with the investment analyst community and the debt rating agencies.

A reconciliation of short-term and long-term borrowings, the closest equivalent GAAP measures, to net debt is shown on page 41.

Presentation of Other Revenue in Discussion of Trading Results
The discussion of the trading results of the Group and principal markets on pages 30 to 37 presents the cost of sales related to acquisition and retention costs, net of revenue attributable to these activities. The Group believes that this basis of presentation provides useful information for investors for the following reasons:

it provides trends in net subsidies with respect to the acquisition and retention of customers; and
   
it facilitates comparability of results with other companies operating in the mobile telecommunications business. This performance indicator is commonly used in the mobile telecommunications industry and by Vodafone management to compare net subsidies provided to acquire and retain customers to prior periods and internal forecasts. “Net acquisition costs” and “Net retention costs” as used in the trading results are defined on page 49.

Reconciliation of “Net other revenue” to the closest equivalent GAAP measure, revenue, and “Net acquisition costs” and “Net retention costs” to their closest equivalent GAAP measure, gross acquisition and retention costs, are shown below:

  Mobile                   Other Mobile  
  telecommunications   Germany   Italy   Spain   UK   Operations  
  £m   £m   £m   £m   £m   £m  












 
Year ended 31 March 2006:                        
Net other revenue 532   114   15   6   135   137  
Acquisition and retention revenue 1,724   246   178   374   345   583  












 
Other revenue 2,256   360   193   380   480   720  
Total service revenue 25,881   5,394   4,170   3,615   4,568   8,530  












 
Revenue 28,137   5,754   4,363   3,995   5,048   9,250  












 
Year ended 31 March 2005:                        
Net other revenue 546   122   14   2   177   110  
Acquisition and retention revenue 1,647   242   168   296   390   554  












 
Other revenue 2,193   364   182   298   567   664  
Total service revenue 23,547   5,320   4,091   2,963   4,498   6,973  












 
Revenue 25,740   5,684   4,273   3,261   5,065   7,637  












 
Year ended 31 March 2006:                        
Net acquisition costs 1,541   366   78   274   380   443  
Net retention costs 1,444   349   93   249   395   358  
Acquisition and retention revenue 1,724   246   178   374   345   583  












 
Gross acquisition and retention costs 4,709   961   349   897   1,120   1,384  












 
Year ended 31 March 2005:                        
Net acquisition costs 1,446   348   71   246   388   393  
Net retention costs 1,234   330   74   172   391   267  
Acquisition and retention revenue 1,647   242   168   296   390   554  












 
Gross acquisition and retention costs 4,327   920   313   714   1,169   1,214  












 

Other
Certain of the statements within the section titled “Chief Executive’s Review” on pages 8 to 11 and the section titled “One Vodafone”, on pages 18 to 19 contain forward-looking non-GAAP financial information for which at this time there is no comparable GAAP measure and which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

Certain of the statements within the section titled “Risk Factors, Trends and Outlook” on pages 43 to 45, contain forward-looking non-GAAP financial information which at this time cannot be quantitatively reconciled to comparable GAAP financial information.

 

48 Vodafone Group Plc Annual Report 2006

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  Performance
   

 

Definition of Terms


The definition of terms used throughout the performance section is detailed below. These terms are not uniformly defined by all companies in the Group’s industry. Accordingly, such measures may not be comparable with similarly titled measures and disclosures by other companies.

3G broadband A technology which enables data transmission at speeds of up to two megabits per second.
   
3G device A handset or device capable of accessing 3G data services.
   
Acquired intangibles
amortisation
Amortisation relating to intangible assets identified and recognised separately in respect of a business combination in excess of the intangible assets recognised by the acquiree prior to acquisition.
   
Active customer A customer who either pays a monthly fee or has made or received a chargeable event in the last three months. The active customers are expressed as a percentage of the closing customer base. Contract and prepaid activity is reported separately.
   
ARPU Total revenue excluding handset revenue and connection fees divided by the weighted average number of customers during the period.
   
Capitalised fixed asset
additions
This measure includes the aggregate of capitalised property, plant and equipment additions and capitalised software costs.
   
Churn Total gross customer disconnections in the period divided by the average total customers in the period.
   
Controlled and jointly
controlled networks
The networks include the Group’s mobile operating subsidiaries and joint ventures. Measures for controlled and jointly controlled networks include 100% for subsidiaries and the Group’s proportionate share for joint ventures.
   
Customer A customer is defined as a Subscriber Identity Module (“SIM”), or in territories where SIMs do not exist, a unique mobile telephone number, which has access to the network for any purpose (including data only usage) except telemetric applications. Telemetric applications include, but are not limited to, asset and equipment tracking, mobile payment and billing functionality (for example, vending machines and meter readings) and include voice enabled customers whose usage is limited to a central service operation (for example, emergency response applications in vehicles). SIM information is derived from local operating company billing systems.
   
Data revenue Data revenue includes all non-voice service revenue excluding messaging.
   
Depreciation and other
amortisation
This measure includes the profit or loss on disposal of property, plant and equipment.
   
EBITDA Adjusted operating profit before depreciation and amortisation.
   
Interconnect costs A charge paid by Vodafone to other fixed line or mobile operators when a Vodafone customer calls a customer connected to a different network.
   
Messaging revenue Messaging revenue comprises revenue from providing SMS and MMS services including wholesale messaging revenue, revenue from the use of messaging services by Vodafone customers roaming away from their home network and customers visiting the local network.
   
Net acquisition costs The total of connection fees, trade commissions and equipment costs, net of related revenue, relating to new customer connections. This performance indicator is commonly used in the mobile telecommunications industry and by Vodafone management to compare net subsidies provided to acquire customers to prior periods and internal forecasts. Management believes that this measure provides useful information for investors regarding trends in net subsidies to acquire customers for mobile telecommunications services from period to period.
   
Net retention costs The total of trade commissions, loyalty scheme and equipment costs, net of related revenue, relating to customer retention and upgrade. This performance indicator is commonly used in the mobile telecommunications industry and by Vodafone management to compare net subsidies provided to retain customers to prior periods and internal forecasts. Management believes that this measure provides useful information for investors regarding trends in net subsidies to retain customers for mobile telecommunications services from period to period.
   
Organic growth The percentage movements in organic growth are presented to reflect operating performance on a comparable basis. Where an entity, being a subsidiary, joint venture or associated undertaking, was newly acquired or disposed of in the current or prior period, the Group adjusts, under organic growth calculations, the results for the current and prior period to remove the amount the Group earned in both periods as a result of the acquisition or disposal of subsidiary or associated undertakings. Where the Group increases, or decreases, its ownership interest in a joint venture or associated undertaking in the current or prior period, the Group’s results for the prior period are restated at the current period’s ownership level. Further adjustments in organic calculations exclude the effect of exchange rate movements by restating the prior period’s results as if they had been generated at the current period’s exchange rates and excludes the amortisation of acquired intangible assets.
   
Proportionate customers The proportionate customer number represents the number of mobile customers in ventures which the Group either controls or invests, based on the Group’s ownership in such ventures.
   
Purchased licence
amortisation
Amortisation relating to capitalised licence and spectrum fees purchased directly by the Group, and such fees recognised by an acquiree prior to acquisition.
   
Service revenue Service revenue comprises all revenue related to the provision of ongoing services including, but not limited to, monthly access charges, airtime usage, roaming, incoming and outgoing network usage by non-Vodafone customers and interconnect charges for incoming calls.
   
Termination rate A per minute charge paid by a telecommunications network operator when a customer makes a call to another mobile or fixed line network operator.
   
Vodafone live! active device A handset or device equipped with the Vodafone live! portal which has made or received a chargeable event in the last month.
   
VOIP Voice over internal protocol is the routing of voice calls over the internet or through another IP based network.
   
WiFi WiFi refers to underlying technology of wireless local area networks which enable a user, with WiFi devices, to connect to the internet in range of a WiFi access point.

 

Vodafone Group Plc Annual Report 2006 49

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Board of Directors and Group Management

Directors and Senior Management
The business of the Company is managed by its board of directors (“the Board”). Biographical details of the directors and senior management at the date of this report are as follows:

Directors
Chairman
1. Lord MacLaurin of Knebworth, DL, aged 69, joined the Board in January 1997 and became Chairman in July 1998. He is Chairman of the Nominations and Governance Committee. Lord MacLaurin was Chairman of Tesco Plc from 1985 to 1997 and has been a director of Enterprise Oil Plc, Guinness Plc, National Westminster Bank Plc and Whitbread Plc. He is also a non-executive director of the investment bank The Evolution Group Plc and a member of the Supervisory Board of Heineken NV. Lord MacLaurin will retire from the Board at the conclusion of the Company’s AGM on 25 July 2006. Upon his retirement Lord MacLaurin will become an advisor to the Company and Chairman of The Vodafone Group Foundation.

Deputy Chairman and senior independent director
2. Paul Hazen, aged 64, has been a member of the Board since June 1999 and became Deputy Chairman and senior independent director in May 2000. He is a member of the Nominations and Governance Committee. Paul Hazen became a director of AirTouch Communications Inc. in April 1993. In 2001, he retired as Chairman and Chief Executive Officer of Wells Fargo & Company and its principal subsidiary, Wells Fargo Bank, NA. He is Chairman of KKR Financial Corp and Accel-KKR and is also a director of Safeway, Inc., Willis Group Holdings Limited and Xstrata AG. Paul Hazen will retire from the Board after the Company’s AGM on 25 July 2006.

Executive Directors
3. Arun Sarin, Chief Executive, aged 51, became a member of the Board in June 1999. He was appointed Chief Executive in July 2003 and is a member of the Nominations and Governance Committee. Arun Sarin joined Pacific Telesis Group in San Francisco in 1984 and has served in many executive positions in his 20 year career in telecommunications. He was a director of AirTouch Communications Inc. from July 1995 and was President and Chief Operating Officer from February 1997 to June 1999. He was Chief Executive Officer for the Vodafone United States and Asia Pacific region until 15 April 2000, when he became a non-executive director. He has served as a director of The Gap, Inc., The Charles Schwab Corporation and Cisco Systems, Inc., and is a non-executive director of the Court of the Bank of England.

4. Sir Julian Horn-Smith, Deputy Chief Executive, aged 57, has been a member of the Board since June 1996. Previously the Group Chief Operating Officer, Sir Julian was appointed Deputy Chief Executive in January 2005. Since then, he has been responsible for Business Development, which includes delivering Vodafone’s product and services portfolio to Vodafone’s affiliates and Partner Networks and expanding and consolidating Vodafone’s footprint. He is a director of China Mobile (Hong Kong) Limited and several of the Group’s overseas operating companies, including Chairman of the Supervisory Boards of Vodafone Deutschland GmbH and Vodafone D2 GmbH. Sir Julian is also a non-executive director of Lloyds TSB Group plc, Smiths Group plc and Sage Group PLC. Sir Julian will retire from the Board at the conclusion of the AGM on 25 July 2006 and he will become Chairman of Sage Group PLC on 1 August 2006.

5. Thomas Geitner, Chief Executive Officer, New Businesses, aged 51, was appointed to this role on 1 May 2006. New Businesses will focus on the delivery of new revenue streams beyond pure mobile. He was appointed to the Board in May 2000 during which time he established and managed Global Products and Services. He was responsible for the single Vodafone brand, Vodafone live! and Vodafone Wireless Office and the partner networks franchise. In July 2003, he was appointed Chief Technology Officer responsible for the rollout of 3G, the consolidation of data centres and service platform operations and the establishment of the Global Supply Chain organisation. Prior to joining the Group, he was a member of the Management Board of RWE AG.

6. Andy Halford, Chief Financial Officer, aged 47, joined the Board in July 2005. Andy joined Vodafone in 1999 as Financial Director for Vodafone Limited, the UK operating company, and in 2001 he became Financial Director for Vodafone’s Northern Europe, Middle East and Africa Region. In 2002, he was appointed Chief Financial Officer of Verizon Wireless in the US and is currently a member of the Board of Representatives of The Verizon Wireless partnership. Prior to joining Vodafone, he was Group Finance Director at East Midlands Electricity Plc. Andy holds a bachelors degree in Industrial Economics from Nottingham University and is a Fellow of the Institute of Chartered Accountants in England and Wales.

Non-executive directors
7. Sir John Bond, aged 64, was appointed to the Board in January 2005 and is a member of the Nominations and Governance and Remuneration Committees. Sir John Bond is a non-executive director of Ford Motor Company. He retired from the position of Group Chairman of HSBC Holdings plc on 26 May 2006, after 45 years of service. Other previous roles include Chairman of HSBC Bank plc and director of The Hong Kong and Shanghai Banking Corporation and HSBC North America Holdings Inc. Previous non-executive directorships include the London Stock Exchange, Orange plc, British Steel plc and the Court of the Bank of England. Sir John will succeed Lord MacLaurin as Chairman of the Company on conclusion of the AGM on 25 July 2006.

8. Dr Michael Boskin, aged 60, became a member of the Board in June 1999 on completion of the merger with AirTouch Communications Inc. and is Chairman of the Audit Committee and a member of the Remuneration Committee. Dr Boskin was a director of AirTouch Communications Inc. from August 1996 to June 1999. He has been a Professor of Economics at Stanford University since 1971 and was Chairman of the President’s Council of Economic Advisers from February 1989 until January 1993. Dr Boskin is President and CEO of Boskin & Co., an economic consulting company, and is also a director of Exxon Mobil Corporation, Shinsei Bank Limited and Oracle Corporation.


 

50 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

9. Lord Broers, aged 67, joined the Board in January 1998 and is a member of the Audit Committee and the Nominations and Governance Committee. He is President of the Royal Academy of Engineering and a former Vice-Chancellor of Cambridge University. He spent many years with IBM, in senior roles within the research and development function, and is a Fellow of the Royal Society, the Institute of Electrical Engineers and the Institute of Physics. Lord Broers is also a Foreign Associate of the US National Academy of Engineering, a trustee of the British Museum and Chairman of the House of Lords Science and Technology Select Committee. He chairs The Vodafone Group Foundation and the Company’s UK pension trustee company.

10. John Buchanan, aged 62, has been a member of the Board since April 2003. He is a member of the Audit Committee and, solely for the purposes of relevant legislation, is the Board’s appointed financial expert on that Committee. He retired from the board of directors of BP Plc in 2002 after six years as Group Chief Financial Officer and executive director following a wide-ranging career with the company. He was a member of the United Kingdom Accounting Standards Board from 1997 to 2001. He is Chairman of Smith & Nephew plc and a non-executive director of AstraZeneca PLC and BHP Billiton. John Buchanan will succeed Paul Hazen as the Deputy Chairman and senior independent director after the Company’s AGM on 25 July 2006.

11. Penny Hughes, aged 46, has been a member of the Board since September 1998 and is a member of the Audit Committee. She has particular expertise in marketing and has developed experience in many human resource areas, including leadership development, motivation and retention. She is President of the Advertising Association, a member of the advisory committee of Bridgepoint Capital Limited and a non-executive director of Reuters Group PLC, Scandinaviska Enskilda Banken AB and The Gap, Inc. Penny Hughes was President of Coca-Cola Great Britain and Ireland, and has been a non-executive director of Next Plc, Trinity Mirror Plc and The Body Shop Plc. She will retire from the Board after the Company’s AGM on 25 July 2006.

12. Anne Lauvergeon, aged 46, joined the Board in November 2005 and is a member of the Audit Committee. She is Chairman of the Executive Board of AREVA, the leading French energy company, having been appointed to that role in July 2001. She started her professional career in 1983 in the iron and steel industry and in 1990 she was named Adviser for Economic International Affairs at the French Presidency and Deputy Chief of its Staff in 1991. In 1995, she became a Partner of Lazard Frères & Cie, subsequently joining Alcatel Telecom as Senior Executive Vice President in March 1997. She was responsible for international activities and the Group’s industrial shareholdings in the energy and nuclear fields. In 1999, she was appointed Chairman and CEO of COGEMA. Anne Lauvergeon is currently also Vice Chairman of the Supervisory Board of Safran and a non-executive director of Total and Suez.

13. Professor Jürgen Schrempp, aged 61, has been a member of the Board since May 2000 and is a member of the Remuneration Committee and the Nominations and Governance Committee. He is former Chairman of the Board of Management of DaimlerChrysler and one of the principal architects of Daimler-Benz’s merger with Chrysler in 1998. He became Chairman of Daimler-Benz in 1995. He is a non-executive director of the South African Coal, Oil and Gas Corporation (SASOL) and Compagnie Financière Richemont SA, Switzerland. Professor Schrempp is Chairman Emeritus of the Global Business Coalition on HIV/AIDS. He has received numerous awards and has also been recognised for his civic leadership and charitable contributions. Amongst other distinctions, he is Commander of the French Legion of Honor and holds South Africa’s highest civilian award, the Order of Good Hope, conferred upon him by President Nelson Mandela.

14. Luc Vandevelde, aged 55, joined the Board in September 2003 and is Chairman of the Remuneration Committee. He is Chairman of the Supervisory Board of Carrefour SA and a director of Société Générale. He is the Founder and Managing Director of Change Capital Partners LLP, a private equity fund. Luc Vandevelde was formerly Chairman of Marks & Spencer Group Plc and Chief Executive Officer of Promodes, and he has held senior European and international roles with Kraft General Foods.

15. Philip Yea, aged 51, became a member of the Board in September 2005 and is a member of the Remuneration Committee. He is the Chief Executive Officer of 3i Group plc, having been appointed to that role in July 2004. Prior to joining 3i, he was Managing Director of Investcorp and, from 1997 to 1999, the Group Finance Director of Diageo plc following the merger of Guinness plc, where he was Finance Director, and Grand Metropolitan plc. He has previously held non-executive roles at HBOS plc and Manchester United plc.

Appointed since 31 March 2006
Anthony Watson, aged 61, was appointed to the Board on 1 May 2006, having retired from his role as Chief Executive of Hermes Pensions Management Limited, a position he had held since 2002. Previously he was Hermes’ Chief Investment Officer, having been Managing Director of AMP Asset Management and the Chief International Investment Officer of Citicorp Investment Management from 1991 until joining Hermes in 1998. He is Chairman of Marks & Spencer Pension Trust Ltd, the Strategic Investment Board in Northern Ireland and also a non-executive director of Hammerson Group Plc and Witan Investment Trust Plc.


 

51 Vodafone Group Plc Annual Report 2006

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Board of Directors and Group Management
continued

Senior Management
Members of the Executive Committee who are not also executive directors are regarded as senior managers of the Company.

Executive Committee
Chaired by Arun Sarin, this committee focuses on the Group’s strategy, financial structure and planning, succession planning, organisational development and Group-wide policies. The Executive Committee membership comprises the Executive Directors, details of whom are shown on pages 50 to 51, and the senior managers who are listed below:

Brian Clark, Group Human Resources Director, aged 57, was appointed to this position in April 2005. He joined Vodafone in 1997 and, before his current position, was Chief Executive, Asia Pacific Region. Prior to joining Vodafone, he was Managing Director and Chief Executive Officer of Telkom SA Limited, South Africa.

Paul Donovan, Chief Executive Officer, EMAPA (Central Europe, Middle East, Asia Pacific and Affiliates), aged 47, was appointed to this position on 1 May 2006. He joined Vodafone in 1999 as Managing Director – Commercial, was appointed Chief Executive of Vodafone Ireland in 2001 and became Chief Executive Officer, Other Vodafone Subsidiaries in January 2005, managing fourteen of Vodafone’s controlled entities. He has over fifteen years experience in the telecommunications and IT industries and has held senior roles at BT, One2One and Optus Communications and, prior to that, marketing roles at the Mars Group, Coca Cola and Schweppes Beverages.

Warren Finegold, Chief Executive, Global Business Development, aged 49, was appointed to this position and joined the Executive Committee on 24 April 2006. He was previously a Managing Director of UBS Investment Bank and head of its technology team in Europe. He is responsible for Business Development, M&A and Partner Networks.

Alan Harper, Group Strategy and Business Integration Director, aged 49, joined Vodafone in 1995 as Group Commercial Director and he subsequently became Managing Director of Vodafone UK. He was appointed to his current position in July 2000. Prior to joining the Group, he held the post of Business Strategy Director with Mercury One2One and senior roles with Unitel and STC Telecoms. He is also a member of the Vodafone D2 GmbH Supervisory Board and Chairman of the Vodafone UK Foundation

Simon Lewis, Group Corporate Affairs Director, aged 47, joined Vodafone in November 2004. He previously held senior roles at Centrica Plc including Managing Director, Europe and Group Director of Communications and Public Policy. Prior to that he was Director of Corporate Affairs at NatWest Group and the Head of Public Relations at SG Warburg plc. He was President of the Institute of Public Relations in 1997 and is a Visiting Professor at the Cardiff School of Journalism. In 1998, he was seconded to Buckingham Palace for two years as the first Communications Secretary to the Queen. He is a Fulbright Commissioner and a trustee of The Vodafone Group Foundation.

Tim Miles, Global Chief Technology Officer, aged 48, was appointed to this position on 1 April 2006. He joined Vodafone New Zealand in 2001 as Director of Business Markets and was appointed Managing Director of Vodafone New Zealand in 2002. In April 2005, he joined Vodafone UK as Chief Executive Officer before moving to his present role. He has over twenty years’ experience in the IT and telecommunications industry. Prior to joining Vodafone, he was Vice President for Global Industries, Unisys Corporation, USA and, before that, held executive positions with Data General and IBM.

Bill Morrow, Chief Executive Officer, Europe, aged 46, was appointed to this position on 1 May 2006 after ten years with the Vodafone Group. Over the last ten years, he has held various positions, including President of Vodafone Japan, Chief Executive of Vodafone UK and President of Japan Telecom. He has twenty-six years of experience in the telecommunications industry, holding senior leadership roles in the USA, Asia and Europe. Bill Morrow is widely recognised for operational performance lifts, technology management and company restructuring.

Frank Rovekamp, Global Chief Marketing Officer, aged 51, was appointed to this position and joined the Executive Committee on 1 May 2006. He joined Vodafone four years ago as Marketing Director and a Member of the Management Board of Vodafone Netherlands and later moved to Vodafone Germany as Chief Marketing Officer and a member of the Management Board. Before joining Vodafone, Frank held roles as President and Chief Executive Officer of Beyoo and Chief Marketing Officer with KLM Royal Dutch Airlines.

Stephen Scott, Group General Counsel and Company Secretary, aged 52, was appointed Group General Counsel and Company Secretary in 1991, prior to which he was employed in the Racal Group legal department, having moved into industry in 1980 from private law practice in London. He is a director of the Company’s UK pension trustee company and of ShareGift (the Orr Mackintosh Foundation Limited) and is a director and trustee of LawWorks (the Solicitors Pro Bono Group Limited).

 

Strategy Board
The Strategy Board meets two or three times per year to discuss strategy. This is attended by Executive Committee members and the Chief Executive Officers of the major operating companies and other selected individuals based on Strategy Board topics.

Other Board and Executive Committee members
The following members also served on the Board or the Executive Committee during the 2006 financial year:

Peter Bamford was an executive director until 7 March 2006.

Ken Hydon was an executive director until he retired on 26 July 2005.

Sir David Scholey CBE was a non-executive director until he retired on 26 July 2005.

Pietro Guindani, Chief Executive Italy, was a member of Executive Committee until 1   May 2006.

Fritz Joussen, Chief Executive Germany, was a member of Executive Committee until 1   May 2006.

Jurgen von Kuczkowski was a member of the Executive Committee until he retired on 30 September 2005.

Shiro Tsuda, Executive Chairman and Chairman of the Board, Vodafone K.K., was an Executive Committee member until the completion of the sale of the Japanese business on 27 April 2006.

Phil Williams was a member of the Executive Committee until he retired on 31 July 2005.


52 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

       
  Contents    
    Page  
 

 
  Corporate Governance 53  
  – Introduction 53  
  – Directors and Organisation 54  
  – Executive Management 55  
  – Committees of the Board 55  
  – Statement on Internal Control 55  
  – Control Environment 56  
  – Review of Effectiveness 56  
  – Relations with Shareholders 56  
  – Political Donations 56  
  – Directors’ Indemnities 56  
  – Auditors 57  
  – Report from the Audit Committee 57  
 

 
  Employees 58  
  – Employee Involvement 58  
  – Employment Policies 58  
  – Equal Opportunities 58  
  – The Disabled 58  
  – Health, Safety and Wellbeing 58  
 

 
  Corporate Responsibility and Environmental Issues 59  
  – Corporate Responsibility 59  
  – Environmental Issues 60  
  – Environmental Performance Indicators 60  
 

 
  Board’s Report to Shareholders on Directors’ Remuneration 61  
  – Remuneration Committee 61  
  – Remuneration Policy 61  
  – Report on Executive Directors’ Remuneration for the 2006    
      Financial Year and Subsequent Periods 62  
  – Audited Information 65  
 

 
  Directors’ Statement of Responsibility 70  
  – Disclosure of Information to Auditors 70  
  – Going Concern 70  
       

Corporate Governance

Introduction
Statement of corporate governance policy
The Board of directors of the Company is committed to high standards of corporate governance, which it considers are critical to business integrity and to maintaining investors’ trust in the Company. The Group expects all its directors and employees to act with honesty, integrity and fairness. The Group will strive to act in accordance with the laws and customs of the countries in which it operates; adopt proper standards of business practice and procedure; operate with integrity; and observe and respect the culture of every country in which it does business.

The Combined Code
The Company’s ordinary shares are listed in the United Kingdom on the London Stock Exchange. As such, the Company is required to make a disclosure statement concerning its application of the principles of and compliance with the provisions of the revised Combined Code on corporate governance (the “Combined Code”). For the year ended 31 March 2006, the Board confirms that the Company has been in compliance with the provisions of section 1 of the Combined Code. The disclosures provided below are nevertheless intended to provide an explanation of the Company’s corporate governance policies and practices.

US listing requirements
The Company’s ADSs are listed on the NYSE and the Company is, therefore, subject to the rules of the NYSE as well as US securities laws and the rules of the SEC. The NYSE requires US companies listed on the exchange to comply with the NYSE’s corporate governance rules but foreign private issuers, such as the Company, are exempt from most of those rules. However, pursuant to NYSE Rule 303A.11, the Company is required to disclose a summary of any significant ways in which the corporate governance practices it follows differ from those required by the NYSE for US companies. A summary of such differences is set out below.

The Company has established a Disclosure Committee with responsibility for reviewing and approving controls and procedures over the public disclosure of financial and related information, and other procedures necessary to enable the Chief Executive and Chief Financial Officer to provide their Certifications of the Annual Report on Form 20-F that is filed with the SEC.

Section 404 of the Sarbanes-Oxley Act of 2002 (US) requires the Company to annually assess and make public statements about the quality and effectiveness of its internal controls over financial reporting. As a non-US company, Vodafone is first required to report on its compliance with section 404 for the year ended 31 March 2007. Management’s report must describe conclusions about the effectiveness of the Company’s internal control over financial reporting based on management’s evaluation as of the end of the Company’s most recent fiscal year.

The Company has established a Steering Committee to provide strategic direction to the Company’s section 404 compliance efforts and a Programme Management Office which monitors progress and provides detailed guidance to the compliance teams that have been set up in the Group’s subsidiaries and central functions. The Company’s Audit Committee also plays an active role in monitoring these efforts. The Audit Committee receives progress updates at each of its meetings as well as a bi-annual status presentation from the Programme Management Office. The Company’s external auditors have been consulted throughout the project and will continue to be involved as the Company finalises its review.

The Company has reviewed the structure and operation of its “entity level” control environment: the overarching structure of review and monitoring essential to the management of its business.

Each of the Company’s subsidiaries and central functions has ensured that the relevant processes and controls are documented to appropriate standards, taking into account the guidance provided by the US Public Company Accounting Oversight Board’s Auditing Standard No. 2 and subsequent SEC Staff Questions and Answers related to the standard. The approach taken has been to identify the key financial reporting processes so that, in aggregate, the Company has reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements.

The Company is making satisfactory progress on the work required to enable it to report on its compliance with section 404 at 31 March 2007.

The Company has also adopted a corporate Code of Ethics for senior executive, financial and accounting officers, separate from and additional to its Business Principles, described below. A copy of this code is available on the Group’s website at www.vodafone.com.

Differences from New York Stock Exchange corporate governance practices
Independence
The NYSE rules require that a majority of the Board must be comprised of independent directors and the rules include detailed tests that US companies must use for determining independence. The Combined Code requires a company’s board of directors to assess and make a determination as to the independence of its directors. While the Board does not explicitly take into consideration the NYSE’s detailed tests, it has carried out an assessment based on the requirements of the Combined Code and has determined in its judgement that all of the non-executive directors are independent within those requirements. As at the date of this Annual Report, the Board comprised the Chairman, four executive directors and eleven non-executive directors.

Committees
Under NYSE rules, US companies are required to have a nominating and corporate governance committee and a compensation committee, each composed entirely of independent directors with a written charter that addresses the Committees’ purpose and responsibilities. The Company’s Nominations and Governance Committee and Remuneration Committee have terms of reference and composition that comply with the Combined Code requirements. The Nominations and Governance Committee is chaired by the Chairman of the Board, and its other members are non-executive directors of the Company and the Chief Executive. The Remuneration Committee is composed entirely of non-executive directors whom the Board has determined to be independent. The Company’s Audit Committee is composed entirely of non-executive directors whom the Board has determined to be independent and who meet the requirements of Rule 10A-3 of the Securities Exchange Act. The Company considers that the terms of reference of these committees, which are available on its website at www.vodafone.com, are generally responsive to the relevant NYSE rules but may not address all aspects of these rules.

Corporate governance guidelines
Under NYSE rules, US companies must adopt and disclose corporate governance guidelines. Vodafone has posted its statement of compliance with the Combined Code on its website at www.vodafone.com. The Company also has adopted a Group Governance Manual which provides the first level of the framework within which its businesses operate. The manual is a reference for Chief Executives and their teams and applies to all directors and employees. The Company considers that its corporate governance guidelines are generally responsive to, but may not address all aspects of, the relevant NYSE rules.


 

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Corporate Governance
continued

Business principles
In addition to the formal requirements of the Listing Authorities and Stock Exchanges described above, the Group has developed and implemented its own Business Principles which define its relationships with all of its stakeholders, govern how Vodafone conducts its day-to-day business and represents the additional commitments the Group makes to its stakeholders. These can be found on the Group’s website at www.vodafone.com.

The Business Principles apply to all subsidiary companies in the Group. Chief Executives are responsible for ensuring application of the Business Principles within their business. Vodafone also promotes the Business Principles to its joint venture companies, associated undertakings, business partners and third parties.

Every employee is expected to act in accordance with the Business Principles. A confidential email facility has been established for employees to report any concerns.

The Group tracks the implementation of its Business Principles through its internal audits.

Directors and Organisation
Board composition

The Company’s Board consists of 16 directors, 12 of whom served throughout the 2006 financial year. At 31 March 2006, in addition to the Chairman, Lord MacLaurin, there were four executive directors and ten non-executive directors. The Deputy Chairman, Paul Hazen, is the nominated senior independent director and his role includes being available for approach or representation by directors or significant shareholders who may feel inhibited from raising issues with the Chairman. He is also responsible for conducting an annual review of the performance of the Chairman and, in the event it should be necessary, convening an annual meeting of the non-executive directors.

Philip Yea, Anne Lauvergeon and Anthony Watson joined the Board as non-executive directors on 1 September 2005, 1 November 2005 and 1 May 2006 respectively. Peter Bamford ceased to be a member of the Board on 7 March 2006. Lord MacLaurin, Sir Julian Horn-Smith, Paul Hazen and Penny Hughes will retire on conclusion of the Company’s AGM on 25 July 2006. Sir John Bond will become the Chairman of the Company following the retirement of Lord MacLaurin and John Buchanan will succeed Paul Hazen as the Deputy Chairman and senior independent director. The Company considers all of its present non-executive directors to be fully independent. The executive directors are Arun Sarin (Chief Executive), Sir Julian Horn-Smith, Thomas Geitner and Andy Halford.

The following table shows directors’ attendance at meetings during the 2006 financial year:

          Nominations and      
      Audit   Governance   Remuneration  
  Board   Committee   Committee   Committee  








 
Number of meetings                
during the year                
to 31 March 2006 8   5   3   5  








 
Lord MacLaurin 8       2 (1)      
Paul Hazen 8   1   2      
Arun Sarin 8       3      
Sir Julian Horn-Smith 8              
Peter Bamford (2) 7              
Thomas Geitner 8              
Andy Halford (3) 6              
Ken Hydon (4) 2              
Sir John Bond 7       2   4  
Dr Michael Boskin 8   5 (1)(5)       5  
Lord Broers 7   5   1      
John Buchanan 7   5          
Penny Hughes 8   4       2  
Anne Lauvergeon (6) 3   1          
Sir David Scholey (4) 2   1          
Professor Jürgen Schrempp 8       2   5  
Luc Vandevelde 7           4 (1)(7)  
Philip Yea (8) 6           2  








 
Notes:
(1) Committee Chairman.
(2) Peter Bamford ceased to be a member of the Board on 7 March 2006.
(3) Andy Halford joined the Board on 26 July 2005 and from then until 31 March 2006 there were six Board meetings.
(4) Ken Hydon and Sir David Scholey retired from the Board on conclusion of the AGM on 26 July 2005.
(5) Dr Michael Boskin succeeded Paul Hazen as Chairman of the Audit Committee during the year.
(6) Anne Lauvergeon joined the Board on 1 November 2005 and from then until 31 March 2006 there were four Board meetings.
(7) Luc Vandevelde succeeded Penny Hughes as Chairman of the Remuneration Committee during the year.
(8) Philip Yea joined the Board on 1 September 2005 and from then until 31 March 2006 there were six Board meetings.

In addition to regular Board meetings, there are a number of other meetings to deal with specific matters. Directors unable to attend a Board meeting because of another engagement, as was the case for a number of directors in the year, are nevertheless provided with all the papers and information relevant for such meeting and are able to discuss issues arising in the meeting with the Chairman or the Chief Executive.

Re-election of Directors
Although not required by the Articles, in the interests of good corporate governance, the directors have resolved that they will all submit themselves for annual re-election at the AGM. Accordingly, at the AGM to be held on 25 July 2006, other than Lord MacLaurin, Sir Julian Horn-Smith, Paul Hazen and Penny Hughes who are retiring at the conclusion of the AGM, all the directors will be retiring and, being eligible and on the recommendation of the Nominations and Governance Committee, will offer themselves for re-election.

Performance evaluation
Performance evaluation of the Board, its Committees and individual directors takes place on an annual basis and is conducted within the terms of reference of the Nominations and Governance Committee with the aim of improving individual contributions, the effectiveness of the Board and its Committees and the Group’s performance. The Chairman leads the assessment of the Chief Executive and the non-executive directors, the Chief Executive undertakes the performance reviews for the executive directors and the senior independent director conducts the review of the performance of the Chairman. Each Board Committee undertakes a review of its own work and, in relation to the performance of the Board, each director is required to complete a comprehensive questionnaire, the results of which are analysed and discussed by the Nominations and Governance Committee prior to the presentation of recommendations to the Board. The evaluation process is designed to cover Board processes, the structure and capability of the Board, strategic alignment, Board dynamics and the skills brought to the Board by each director. A series of questionnaires has also been developed to facilitate the evaluation processes for each Board Committee.


 

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  Governance
   

 

The evaluations found the performance of each director to be effective and concluded that the Board provides the effective leadership and control required for a listed company. The Nominations and Governance Committee confirmed to the Board that the contributions made by the directors offering themselves for re-election at the AGM in July 2006 continued to be effective and the Company should support their re-election.

Information and professional development
Each member of the Board has immediate access to a dedicated online team room and can access monthly information including actual financial results, reports from the executive directors in respect of their areas of responsibility and the Chief Executive’s report which deals, amongst other things, with investor relations, giving Board members an opportunity to develop an understanding of the views of major investors. These matters are discussed at each Board meeting. From time to time, the Board receives detailed presentations from non-Board members on matters of significance or on new opportunities for the Group. Financial plans, including budgets and forecasts, are regularly discussed at Board meetings. The non-executive directors periodically visit different parts of the Group and are provided with briefings and information to assist them in performing their duties. The non-executive directors and the Chairman regularly meet without executives present.

The Board is confident that all its members have the knowledge, ability and experience to perform the functions required of a director of a listed company. On appointment, all directors are provided with appropriate training and guidance as to their duties, responsibilities and liabilities as a director of a public and listed company and also have the opportunity to discuss organisational, operational and administrative matters with the Chairman, the Chief Executive and the Company Secretary. When considered necessary, more formal training is provided.

Matters for the Board
The Board has a formal schedule of matters specifically referred to it for decision, including:

the approval of Group commercial strategy;
   
Group strategic and long-term plans;
   
major capital projects;
   
approving annual budgets and operating plans;
   
devising and reviewing the Group’s corporate governance structure;
   
Group financial structure (including tax and treasury policy);
   
approving statutory accounts and shareholder communications;
   
Group risk management; and
   
material contracts not in the ordinary course of business.

This schedule is reviewed periodically. It was last formally reviewed and updated by the Nominations and Governance Committee in January 2004 and its proposals were subsequently approved by the Board. Its currency and continued validity were assessed as part of the performance evaluations conducted in the 2006 financial year described earlier in this Report. The agendas for Board meetings are initially developed by the Chief Executive and the Company Secretary and are finalised by the Chairman. The directors have access to the advice and services of the Company Secretary and, both as a group and individually, are entitled to take independent professional advice at the cost of the Company on matters relating to the proper discharge of their responsibilities.

Executive Management
The executive directors, together with certain other Group functional heads and regional chief executives, meet 12 times a year as the Executive Committee under the chairmanship of the Chief Executive. The Executive Committee is responsible for the day-to-day management of the Group’s businesses, the overall financial performance of the Group in fulfilment of strategy, plans and budgets and Group capital structure and funding. It also reviews major acquisitions and disposals.

Committees of the Board
The standing Board Committees are the Audit Committee, the Nominations and Governance Committee and the Remuneration Committee. The composition and terms of reference of these committees are published on the Group’s website at www.vodafone.com. The Secretary to these standing Board Committees is the Company Secretary or his nominee.

The Audit Committee
The Audit Committee is comprised of financially literate members having the necessary ability and experience to understand financial statements. Solely for the purpose of fulfilling the requirements of the Sarbanes-Oxley Act and the Combined Code, the Board

has designated John Buchanan, who is an independent non-executive director, satisfying the independence requirements of Rule 10A-3 of the US Securities Exchange Act 1934, as its financial expert on the Audit Committee. Further details of John Buchanan can be found in “Board of Directors and Group Management”.

Under its terms of reference, the Audit Committee is required, amongst other things, to oversee the relationship with the external auditors, to review the Company’s preliminary results announcement, interim results and annual financial statements, to monitor compliance with statutory and listing requirements for any exchange on which the Company’s shares are quoted, to review the scope, extent and effectiveness of the activity of the Group Internal Audit Department, to engage independent advisers as it determines is necessary and to perform investigations.

The Audit Committee reports to the Board on the quality and acceptability of the Company’s accounting policies and practices, including without limitation, critical accounting policies and practices. The Audit Committee also plays an active role in monitoring the Company’s compliance efforts for section 404 of the Sarbanes-Oxley Act and receives progress updates at each of its meetings as well as a bi-annual status presentation from the Programme Management Office.

At least twice a year, the Audit Committee meets separately with the external auditors and the Group Audit Director without management being present. Further details on the oversight of the relationships with the external auditors can be found under “Auditors” and the “Report from the Audit Committee” which are set out on page 57.

The Nominations and Governance Committee
The Nominations and Governance Committee, which provides a formal and transparent procedure for the appointment of new directors to the Board, generally engages external consultants to advise on prospective Board appointees. This year, the Committee recommended the appointment of three further non-executive directors. Detailed role profiles were agreed by the Committee before external search consultants were engaged to prepare a shortlist of potentially suitable candidates. Only after a rigorous interview process were the appointments recommended to the Board.

The Committee also reviewed the Group’s succession plans, directed the performance evaluations described earlier in this Annual Report, discussed matters of corporate governance and assessed the independence of non-executive directors prior to reporting to the Board.

The Remuneration Committee
The Remuneration Committee is responsible to the Board for the assessment and recommendation of policy on executive remuneration and packages for individual executive directors. The Committee has regular private sessions without executive directors present. Further information on the Committee’s activities is contained in the “Board’s Report to Shareholders on Directors’ Remuneration”.

Statement on Internal Control
Introduction

The Board has established procedures that implement in full the Turnbull Guidance, “Internal Control: Guidance for Directors on the Combined Code”, for the year under review and to the date of approval of the Annual Report. These procedures, which are subject to regular review, provide an ongoing process for identifying, evaluating and managing the significant risks faced by the Group.

Responsibility
The Board has overall responsibility for the system of internal control. A sound system of internal control is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement or loss. The process of managing the risks associated with social, environmental and ethical impacts is also discussed under “Corporate Responsibility and Environmental Issues”, on pages 59 to 60.

Control structure
The Board sets the policy on internal control that is implemented by management. This is achieved through a clearly defined operating structure with lines of responsibility and delegated authority. The Executive Committee, chaired by the Chief Executive, manages this on a day-to-day basis.

The Group’s brand essence, which encapsulates the Group’s commitment to integrity and continuous improvement, in combination with the Group’s Business Principles, sets the tone of the Group and reflects the control consciousness of management.

Written policies and procedures have been issued which clearly define the limits of delegated authority and provide a framework for management to deal with areas of


 

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Corporate Governance
continued

significant business risk. These policies and procedures are reviewed and, where necessary, updated at Executive Committee meetings.

Control Environment
The Group’s operating procedures include a comprehensive system for reporting information to the directors. This system is properly documented and regularly reviewed.

Budgets are prepared by subsidiary management and subject to review by both regional management and the directors. Forecasts are revised on a quarterly basis and compared against budget. When setting budgets and forecasts, management identifies, evaluates and reports on the potential significant business risks.

The Executive Committee and the Board review management reports on the financial results and key operating statistics.

Emphasis is placed on the quality and abilities of the Group’s employees with continuing education, training and development actively encouraged through a wide variety of schemes and programmes. The Group has adopted a set of values to act as a framework for its people to exercise judgement and make decisions on a consistent basis.

Directors are appointed to associated undertakings and joint ventures and attend the board meetings and review the key financial information of those undertakings. Clear guidance is given to those directors on the preparation that should take place before these board meetings and their activity at the board meeting. It is the Group’s policy, where possible, that its auditors are appointed as auditors of associated companies and joint ventures.

The acquisition of any business requires a rigorous analysis of the financial implications of the acquisition and key performance figures. A sensitivity analysis takes place of the key assumptions made in the analysis. Post investment appraisals of the Group’s investments are conducted on a periodic and timely basis.

The Board reviews a half-yearly report detailing any significant legal actions faced by Group companies.

The Executive Committee monitors legal, environmental and regulatory matters and approves appropriate responses or amendments to existing policy.

Monitoring and review activities
There are clear processes for monitoring the system of internal control and reporting any significant control failings or weaknesses together with details of corrective action.

A formal annual confirmation is provided by the chief executive officer and chief financial officer of each Group company certifying the operation of their control systems and highlighting any weaknesses. Regional management, the Audit Committee and the Board review the results of this confirmation.

The Chief Executive and the Chief Financial Officer undertake a review of the quality and timeliness of disclosures that includes formal annual meetings with the operating company or regional chief executives and the Disclosure Committee.

The Group Internal Audit Department, reporting directly to the Audit Committee, undertakes periodic examination of business processes on a risk basis and reports on controls throughout the Group.

Reports from the external auditors, Deloitte & Touche LLP, on certain internal controls and relevant financial reporting matters, are presented to the Audit Committee and management.

Review of Effectiveness
The directors, the Chief Executive and the Chief Financial Officer consider that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. The Group’s management is required to apply judgement in evaluating the risks facing the Group in achieving its objectives, in determining the risks that are considered acceptable to bear, in assessing the likelihood of the risks concerned materialising, in identifying the company’s ability to reduce the incidence and impact on the business of risks that do materialise and in ensuring the costs of operating particular controls are proportionate to the benefit.

The directors, the Chief Executive and the Chief Financial Officer confirm that they have reviewed the effectiveness of the system of internal control and the disclosure controls and procedures through the monitoring process set out above, which as noted separately on page 55 does not include any statement of compliance with section 404

of the Sarbanes-Oxley Act, and are not aware of any significant weakness or deficiency in the Group’s system of internal control. The directors, the Chief Executive and the Chief Financial Officer have evaluated the effectiveness of the disclosure controls and procedures and, based on that evaluation, have concluded that the disclosure controls and procedures are effective as at the end of the period covered by this Annual Report.

During the period covered by this Annual Report, there were no changes in the Company’s internal control over financial reporting that have materially affected or are reasonably likely to materially affect the effectiveness of the internal controls over financial reporting.

Relations with Shareholders
The Company is committed to communicating its strategy and activities clearly to its shareholders and, to that end, maintains an active dialogue with investors through a planned programme of investor relations activities. The investor relations programme includes formal presentations of full year and interim results and quarterly statements on key performance indicators. The Company holds briefing meetings with its major institutional shareholders in the UK, the US and in Continental Europe, after the interim results and preliminary announcement, to ensure that the investing community receives a balanced and complete view of the Group’s performance and the issues faced by the Group. Telecommunications analysts are invited to presentations of the financial results and senior executives across the business attend relevant meetings and conferences throughout the year. During the year, the Company hosts investors and analysts sessions at which senior management from its largest operating subsidiaries, its largest joint venture and certain associated undertakings deliver presentations which provide an overview of each of the individual businesses. The Company, through its Investor Relations team, responds to enquiries from shareholders. The Chief Executive and the Chief Financial Officer meet regularly with institutional investors and analysts, who also have access to the Chairman if they so require, to discuss business performance.

The principal communication with private investors is through the provision of the Annual Review and Summary Financial Statement, the interim results and the AGM, an occasion which is attended by all the Company’s directors and at which all shareholders present are given the opportunity to question the Chairman and the Board as well as the Chairmen of the Audit, Remuneration and Nominations and Governance Committees. A summary presentation of results and development plans is also given by the Chairman at the AGM before dealing with the formal business of the meeting. The AGM is broadcast live on the Group’s website, www.vodafone.com, and a recording of the webcast can subsequently be viewed on the website. All substantive resolutions at the Company’s AGMs are decided on a poll. The poll is conducted by the Company’s Registrars and scrutinised by Electoral Reform Services. The proxy votes cast in relation to all resolutions are disclosed to those in attendance at the meeting and the results of the poll are published on the Company’s website and announced via the regulatory news service. Financial and other information is made available on the Company’s website, www.vodafone.com, which is regularly updated.

Political Donations
At the AGM on 26 July 2005, the Board sought and obtained shareholders’ approval to enable the Group to make donations to EU Political Organisations or incur EU Political Expenditure, under the relevant provisions of the Political Parties, Elections and Referendums Act 2000 (“the Act”). The approval given restricted such expenditure to an aggregate limit of £100,000 in the period of 12 months following the date of the AGM.

The Group has made no political donations during the year.

At this year’s AGM, to be held on 25 July 2006, the directors propose to seek a renewal of shareholders’ approval for a period of three years (until the AGM in 2009). The amount of the approval for each year until the AGM in 2009 will again be restricted to an aggregate amount of £100,000 (£50,000 in respect of donations to EU Political Organisations and £50,000 in respect of EU Political Expenditure).

Although the directors are seeking shareholders’ approval for the next three years, as with previous annual approvals, the Group has no intention of changing its current policy and practice of not making political donations and will not do so without the specific endorsement of shareholders. The Board seeks the approval on a precautionary basis, to avoid any possibility of unintentionally breaching the Act.

Directors’ Indemnities
The Companies (Audit Investigations and Community Enterprise) Act 2004 came into force on 6 April 2005 and, amongst other things, changed the provisions of Section 310 of the Companies Act 1985 to give companies the power to extend indemnities to directors against liability to third parties (excluding criminal and regulatory penalties) and to pay directors’ legal costs as incurred provided that they are reimbursed to the Company if the individual is convicted or, in an action brought by the Company, judgment is given against the director. Accordingly, the Company sought and obtained


 

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shareholder approval at the AGM in July 2005 to amend its Memorandum and Articles of Association to give it authority to provide funding for directors’ defence costs. Following that approval, the Company indemnified its directors and will indemnify new directors to the extent permitted by legislation.

Auditors
Following a recommendation by the Audit Committee and, in accordance with section 384 of the Companies Act 1985, a resolution proposing the re-appointment of Deloitte & Touche LLP as auditors to the Company will be put to the AGM.

In their assessment of the independence of the auditors and in accordance with the US Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees”, the Audit Committee receives in writing details of relationships between Deloitte & Touche LLP and the Company that may have a bearing on their independence and receives confirmation that they are independent of the Company within the meaning of the securities laws administered by the SEC.

In addition, the Audit Committee pre-approves the audit fee after a review of both the level of the audit fee against other comparable companies, including those in the

telecommunications industry, and the level and nature of non-audit fees, as part of its review of the adequacy and objectivity of the audit process.

In a further measure to ensure auditor independence is not compromised, policies have been adopted to provide for the pre-approval by the Audit Committee of all permitted non-audit services by Deloitte & Touche LLP. Should there be an immediate requirement for permitted non-audit services to be provided by Deloitte & Touche LLP which have not been pre-approved by the Audit Committee, the policies provide that the Group Audit Director will consult with the Chairman of the Audit Committee for pre-approval.

In addition to their statutory duties, Deloitte & Touche LLP are also employed where, as a result of their position as auditors, they either must, or are best placed to, perform the work in question. This is primarily work in relation to matters such as shareholder circulars, Group borrowings, regulatory filings and business acquisitions and disposals. Other work is awarded on the basis of competitive tender.

During the year, Deloitte & Touche LLP and its affiliates charged the Group’s subsidiary undertakings £4 million (2005: £4 million) for audit services and a further £4 million (2005: £3 million) for non-audit assignments. An analysis of these fees can be found in note 4 to the Consolidated Financial Statements.



Report from the Audit Committee
The composition of the Audit Committee is shown in the table on page 54 and its terms of reference are discussed under “Committees of the Board – The Audit Committee”.

During the year ended 31 March 2006, the principal activities of the Committee were as follows:

Financial statements
The Committee considered reports from the Chief Financial Officer and the Group Financial Controller on the half-year and annual financial statements. It also considered reports from the external auditors, Deloitte & Touche LLP, on the scope and outcome of the annual audit.

The financial statements were reviewed in the light of these reports and the results of that review reported to the Board.

Risk management and internal control
The Committee reviewed the process by which the Group evaluated its control environment, its risk assessment process and the way in which significant business risks were managed. It also considered the Group Audit department’s reports on the effectiveness of internal controls, significant frauds and any fraud that involved management or employees with a significant role in internal controls.

The Committee also reviewed and approved arrangements by which staff could, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. This was achieved through using existing reporting procedures and a web site with a dedicated anonymous email feature.


External auditors
The Committee reviewed the letter from Deloitte & Touche LLP confirming their independence and objectivity. It also reviewed and pre-approved the scope of non-audit services provided by Deloitte & Touche LLP to ensure that there was no impairment of independence.

The Committee pre-approved the scope and fees for audit services provided by Deloitte & Touche LLP and confirmed the wording of the recommendations put by the Board to the shareholders on the appointment and retention of the external auditors.

Private meetings were held with Deloitte & Touche LLP to ensure that there were no restrictions on the scope of their audit and to discuss any items the auditors did not wish to raise with management present.

Internal audit
The Committee engaged in discussion and review of the Group Audit Department’s audit plan for the year, together with its resource requirements. Private meetings were held with the Group Audit Director.

Audit Committee effectiveness
The Audit Committee conducts a formal review of its effectiveness annually and concluded this year that it was effective and able to fulfil its terms of reference.

Dr Michael Boskin
On behalf of the Audit Committee


 

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Employees

 

Vodafone employs approximately 60,000 people worldwide, with a goal to recruit, develop and retain the most talented, motivated people that are well aligned with the Vodafone brand essence. The Company aims to do this by providing a good, safe working environment, treating people with respect and offering attractive incentives and opportunities. Training and development programmes help employees to develop their skills and experience and to reach their full potential, benefiting themselves and the Company.

Employee Involvement
The Board’s aim is to ensure that Vodafone people understand the Group’s strategic goals and the mutual obligations of working in a high performing, values-based organisation.

Vodafone’s values continue to provide a common way of doing things and are implicit in all that the Group does for and with its shareholders, customers and employees. During the year, Vodafone launched a major employee engagement initiative to bring alive the essence of the Vodafone brand. ‘Red, Rock Solid, Restless’ is the cornerstone to changing the culture of the Group by inspiring the behaviour of employees in their interactions with customers and other stakeholders.

The Board places a high priority on effective employee communications to create a dialogue with the Group’s people. In addition to the more traditional channels, the Group increasingly uses its own products and services, such as SMS and audio based messaging, and is currently trialling 3G video based internal communications media in some local markets. This is the natural next step in the evolution of VTV, the Group’s successful intranet based business television service.

The Chief Executive and other members of the executive management team continue to host the “Talkabout” programme, which aims to visit each of the Group’s local operating companies every year. In the “Talkabout” sessions, the executive team use the opportunity to discuss the Group’s strategic goals with as wide an audience of Vodafone people as possible, listening to their views and talking about the issues that matter most to them, as well as exchanging ideas about how Vodafone can serve its customers as a single, global team.

All of these initiatives are supported and enhanced by a comprehensive range of award winning in-house publications for effectively sharing information with employees on key performance indicators for the business. The Vodafone intranet was recently included by Nielsen Norman Research in their authoritative list as one of the ten best intranets in the world.

Vodafone’s success is driven by the passion and effort of the Group’s employees. In return, Vodafone values employees’ opinions on improving the performance of the Group. Within European subsidiaries, employee representatives meet annually with members of the executive management team in the Vodafone European Employee Consultative Council to discuss the performance and prospects of the Group and significant trans-national issues.

In 2005, Vodafone carried out its second biennial Employee Survey to measure the levels of employee satisfaction and engagement. 89% of employees from 17 countries, including Japan, took part to inform the Company on its progression on the key issues highlighted by the first survey in 2003.

The results showed that Vodafone employees had responded more positively in 2005 than in 2003. Specific results indicated that the overwhelming majority of employees are proud to work for Vodafone, understand the importance of Vodafone’s values, know the results expected of them in their jobs and have a good understanding of Vodafone’s strategic goals and priorities. The number of employees agreeing with the statement “I am proud to work for Vodafone” was equal to the high performance norm for companies on the Fortune list of “Most Admired Companies”.

Vodafone is focused on continually improving and, as a result, the Company has identified three areas to be addressed through co-ordinated global and local action:

To take a genuine interest in employees and their development, by taking a more proactive approach to developing employees, with a specific emphasis on coaching and feedback. This area will be supported by the global launch of a performance management process in the next financial year and the launch of selected functional ‘Academies’ which focus on the professional and skills development offered to employees;
   
To improve the Group’s understanding of the underlying customer focus issues in each market and identify improvements in the service offered. Meeting customers’ requirements remains at the heart of the business and will continue to differentiate Vodafone from our competition; and
   
To develop practical global frameworks and guidelines to help employees effectively manage change within the business.

The next Employee Survey is scheduled to take place in the 2007 financial year.

Employment Policies
The Group’s employment policies are consistent with the principles of the United Nations Universal Declaration of Human Rights and the International Labour Organisation Core Conventions and are developed to reflect local legal, cultural and employment requirements. High standards are maintained wherever the Group operates, as Vodafone aims to ensure that the Group is recognised as an employer of choice. Employees at all levels and in all companies are encouraged to make the greatest possible contribution to the Group’s success. The Group considers its employee relations to be good.

Equal Opportunities
Vodafone does not condone unfair treatment of any kind and operates an equal opportunities policy for all aspects of employment and advancement, regardless of race, nationality, sex, age, marital status, disability or religious or political belief. In practice, this means that the Group is able to select the best people available for positions on the basis of merit and capability, making the most effective use of the talents and experience of people in the business, providing them with the opportunity to develop and realise their potential.

The Disabled
The directors are conscious of the special difficulties experienced by people with disabilities. Every effort is made to ensure ready access to the Group’s facilities and services and a range of products has been developed for people with special needs. In addition, disabled people are assured of full and fair consideration for all vacancies for which they offer themselves as suitable candidates and efforts are made to meet their special needs, particularly in relation to access and mobility. Where possible, modifications to workplaces have been made to provide access and, therefore, job opportunities for the disabled. Every effort is made to continue the employment of people who become disabled via the provision of additional facilities, job design and the provision of appropriate training.

Health, Safety and Wellbeing
The health, safety and wellbeing of the Group’s customers, employees and others who could be affected by its activities are of paramount importance to Vodafone and the Group applies rigorous standards to all of its operations.

The health and safety management in each operating company is audited annually and the results are submitted in a report for discussion by the Board. The Group’s annual global health and safety audit has shown a consistent rise in scores every year since inception in 2002. New standards, policies and a health and safety management system have been implemented, with an increase in consultation, participation and best practice sharing by health and safety professionals from the operating companies. These will be further developed in the next financial year.


 

58 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

Corporate Responsibility and Environmental Issues

 

Corporate Responsibility
Vodafone sees corporate responsibility (“CR”) as the process of understanding the expectations of stakeholders in the Group and taking appropriate action to meet those expectations where they are realistic and legitimate. Stakeholders include customers, investors, employees, suppliers, the communities where the Group operates and where networks are based, governments and regulators and representatives of civil society.

CR is relevant across all aspects of business strategy and is encapsulated in the Group’s strategic goal of being a responsible business. The Executive Committee, chaired by the Chief Executive, receives regular information on CR and the Director of Corporate Responsibility provides an annual report to the Board. All mobile operating companies have a representative on their management boards with responsibility for CR. For purposes of this section of the Annual Report, all mobile operating companies refers to the Group’s mobile operating subsidiaries and the Group’s joint venture in Italy, with the exception of the newly acquired operations in Czech Republic and Romania and the Swedish operations which were disposed of in the year. The CR impact of the Japanese operations has been included in the information presented in this section, reflecting the Group’s responsibility for its impact throughout the 2006 financial year. Systems for data collection on corporate responsibility and environmental issues are being put in place for the 2007 financial year for the Czech Republic and Romania.

CR is at the heart of Vodafone’s values and is clearly linked to one of the Group’s four passions, Passion for the world around us. Vodafone’s approach to business is underpinned by the Business Principles which cover, amongst other things, environment, employees, individual conduct and community and society. The Business Principles are available on www.vodafone.com/responsibility/businessprinciples and are communicated to employees in a number of ways, including induction processes, websites and briefings. In the 2006 financial year, CR matters were included within the Group’s development programme for directors and senior managers.

Vodafone aims to integrate CR into the business and this is being reflected in governance, policy, process and reporting. For example, CR is integrated into Vodafone’s risk management processes such as the formal annual confirmation provided by each mobile operating company detailing the operation of their controls system, as outlined on page 55.

CR performance is closely monitored and reports are provided to most mobile operating company boards on a regular basis. This has driven demonstrable performance improvement and is valuable in benchmarking.

These processes are supported by stakeholder engagement, which seeks to provide a clear understanding of expectations of performance. The Group engages with stakeholders in a variety of different ways. For example, during the financial year, meetings relating to CR issues were held with 15 investors; a quantitative perception survey was carried out with 146 opinion leaders (including academics, non governmental organisations and policy makers) in 11 European countries and face to face meetings were held with non governmental organisations and opinion formers. This process of stakeholder engagement helps to ensure Vodafone is aware of the issues relevant to the business and that it is focused on the priority areas. This is covered in more detail in the Company’s CR Report for the 2006 financial year, which can be found at www.vodafone.com/responsibility.

Vodafone has maintained last year’s level of independent assessment and assurance of the CR programme and performance data. The scope of work for the Group’s auditors includes a review of certain environmental, community and health and safety performance data across the business, the progress achieved against commitments set in the 2005 financial year, as well as to review the management and reporting of CR matters against the requirements of the assurance standard AA1000 AS, issued by AccountAbility. This identifies, in all material respects, whether reporting reflects the material CR issues of the Group as defined by the standard, whether processes are in place to ensure a complete understanding of the issues, and whether Vodafone is responding adequately to identified stakeholders’ expectations. The assurance statement is published in the Company’s CR Report.

Over the last year, progress has been made in responding to the Group’s stakeholders’ expectations. The most significant developments are summarised below and further details are provided in the Company’s CR Report and on www.vodafone.com/responsibility. In addition to the Company’s CR Report, ten mobile operating subsidiaries have produced their own CR reports.

Vodafone is included in the FTSE4Good and Dow Jones Sustainability Index.

Socially inclusive products
Vodafone is working to improve people’s access to mobile communications and is developing products and services that support health and personal security and use secure mobile messaging to facilitate micro-finance in developing countries. In February 2006, Vodafone announced a commitment of £5 million over a period of four years to the Group’s Social Investment Fund. The fund facilitates the development of commercially viable products and services with high social value, particularly those that increase accessibility. Examples of initiatives during the year include:

The Vodafone Speaking Phone with screen reader software for the blind and visually impaired, has been fully launched in six markets and test launched in one other. An assessment of the availability of handsets with accessibility features and an investigation into the compatibility of hearing aids and mobile phones have been completed.
   
A mobile micro-finance platform called M-pesa has been trialled in Kenya, with support from the UK Department for International Development. The payment platform is being used to enable customers without local bank infrastructure to move money between accounts and to make remittances.

Parental controls
Two mobile operating companies have implemented parental control tools to enable customers to protect their children by restricting access to adult oriented wap and internet sites. A further three mobile operating companies have launched access controls for Vodafone live!

Group guidelines on premium rate subscription services have been developed. The guidelines recommend that mobile operating companies require providers of premium rate subscription services to advertise clearly and send a confirmation text to customers when they sign up explaining applicable charges and clearly stating how to opt out.

Earning the trust of customers
Vodafone values its long-term reputation with customers. Several issues are key to maintaining customers’ trust, including the clarity of the pricing, marketing communications and the way Vodafone handles the confidentiality of customers’ communications and personal information.

During the year, two major initiatives that provide clearer and easier to understand costs for customers were launched:

Vodafone Passport offers clearer pricing for international roaming, with a one off connection fee per call. Vodafone Passport won the 2006 GSM Association award for ‘Best Roaming Product or Service’. To date, over 6 million customers have subscribed to Vodafone Passport.
   
For the Vodafone Mobile Connect data card tariffs, which offer high speed internet connection to laptops, a monthly roaming bundle was developed to make roaming costs more predictable.

In November 2005, Vodafone adopted a group wide privacy policy that covers the collection, storage and use of our customers’ personal information. The policy is overseen by a Privacy Steering Group, a cross functional body made up of senior management, and requires the appointment of a Privacy Officer by each Vodafone mobile operating company with day-to-day responsibility for compliance. An overview of Vodafone’s Privacy Policy is available at www.vodafone.com/responsibility.

The programme of responsible marketing and advertising continued, shifting the focus from control to awareness raising. Upheld complaints received by advertising regulatory bodies were monitored throughout the markets. Most of these related to price claims and clarity.

Supply chain
The Group continues to implement Vodafone’s Code of Ethical Purchasing (“CEP”), which sets out environmental and labour standards for suppliers.

Corporate responsibility is one of six pillars in Vodafone’s overall Supplier Performance Management system.
   
Over 80% of purchasing managers and staff from across the Group have received training on the CEP.
   
A risk based approach has been introduced across the Group to prioritise which suppliers require further assessment for compliance against the CEP. In the 2006 financial year, over 600 suppliers have been reviewed for risk and over 80 suppliers have completed a self assessment process. 15 site evaluations have been completed.

Vodafone continues to work with other information and communication technology companies to develop a common approach to managing CR in the supply chain.


 

Vodafone Group Plc Annual Report 2006 59

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Corporate Responsibility and Environmental Issues
continued

Socio-economic potential of mobiles
Following on from research published in the 2005 financial year on the broader impact of mobile telecommunications in Africa, the Group commissioned and published research into the impact of mobile phones in healthcare. The study demonstrated how existing voice and text message applications could increase productivity, improve patient health and enable greater access to health services in the developed and developing world. Further information is available at www.vodafone.com/healthcare.

Social investment
The Vodafone Group Foundation and family of local foundations have continued to implement a programme of grant making activity. In the 2006 financial year, the process of establishing new local foundations in the Czech Republic and Albania was initiated.

During the year ended 31 March 2006, the Company made cash charitable donations of £24.0 million to The Vodafone Group Foundation. In addition, Group operating companies donated a further £10.0 million to local Vodafone Foundations and a further £6.9 million directly to a variety of causes. These donations total £40.9 million and include donations of £2.5 million made as required by the terms of certain network operating licences. More details regarding the activities of The Vodafone Group Foundation and local Vodafone Foundations can be found in the Company’s CR Report for the 2006 financial year.

Environmental Issues
The Group continues to monitor and manage the impact of its activities on the environment and is committed to minimising adverse impacts in an appropriate manner. Over the last 12 months, progress has been made across a series of projects that address environmental issues, including mobile phones, masts and health; responsible network deployment; energy use and efficiency; and the reuse and recycling of equipment.

Mobile phones, masts and health
Vodafone supports research, aligned to World Health Organisation (“WHO”) priorities, to resolve scientific uncertainty relating to mobile phones, masts and health, and is committed to reducing public concern by making objective information widely available to stakeholders and by engaging in open, transparent dialogue.

In the 2006 financial year, the Group engaged with a wide range of external and internal stakeholders through surveys, guidelines (consistent with WHO advice), Vodafone websites and other existing forms of communications, to promote a consistent and high level of understanding on the subject. Vodafone also led the industry on the introduction of bodyworn testing of all handsets sold in Europe. This involves testing exposure to RF (Radio Frequency) fields not only to the head but to other parts of the body.

Please also refer to note 31 to the Consolidated Financial Statements for further information.

Responsible network deployment
Vodafone’s mobile services rely on a network of base stations that transmit and receive calls. The Group recognises that network roll out can cause concern to communities, usually about the visual impact of base stations or health issues concerning RF fields. This year, Vodafone was found in breach of planning regulations relating to 46 mast sitings. Fines levied by regulatory bodies or Courts in relation to offences under environmental law or regulations were approximately £63,000. To address these challenges, Vodafone began implementing a Group policy and guidelines on responsible network deployment. These set out consistent standards for all mobile operating companies on legal compliance, environmental impact, RF emissions, site planning and selection, communication and consultation, and landlord relationships.

Energy use and efficiency
A consequence of the Group’s business growth is increasing energy demand to run the network. This is Vodafone’s most significant environmental impact and limiting the Group’s contribution to climate change is a priority. In partnership with equipment manufacturers, Vodafone is improving the energy efficiency of the network so that data and voice can be transmitted with greater efficiency. In the 2006 financial year:

Energy use increased 23% to 3,198 GWh, equating to 1.31 million tonnes of carbon dioxide.
   
There has been a 22% increase from the previous year in the amount of renewable energy used by the Group and this has resulted in 12% of total grid energy being sourced from renewables. Vodafone has also trialled onsite renewable energy technologies including the use of hydrogen fuel cells, wind generators and solar power.

Reuse and recycling
Mobile phones, accessories and the networks on which they operate require upgrading, replacement and decommissioning. Whilst Vodafone does not manufacture mobile phones or equipment, the Group is committed to working closely with suppliers to improve the sustainability of mobiles and network equipment. Waste management involves minimisation, reuse and recycling before waste disposal. The following were achieved during the year:

1.37 million phones have been collected for reuse and recycling and collection programmes are in place in 15 mobile operating companies.
   
Initiatives have been launched to raise awareness and encourage recycling. These include offering incentives for customers and promoting handset recycling with corporate customers and employees.
   
97% of network equipment waste was sent for reuse or recycling.
   
Environmental Performance Indicators          
    2006 (1)   2005 (1)  





 
Number of mobile operating subsidiaries undertaking independent RF field monitoring
  15     14    
Total energy use (GWh) (direct and indirect)   3,198   2,600  
Total carbon dioxide emissions (millions of tonnes)   1.31   1.2  
% of energy sourced from renewables   12   11  
Number of phones collected for reuse and          
   recycling (million)   1.37   1.27  
% network equipment waste sent for reuse or recycling
  97   96  





 
Note:
(1) These performance indicators were calculated using actual or estimated data collected by the Group’s mobile operating companies. The data is sourced from invoices, purchasing requisitions, direct data measurement and estimations where required. The carbon dioxide emissions figure is calculated using the Kwh/CO2 conversion factor for the electricity provided by the national grid and for other energy sources in each operating company. The data collection and reporting process is within the assurance undertaken by Deloitte & Touche LLP on the Company’s CR Report. The data for the 2005 financial year excludes newly acquired operations in the Czech Republic and Romania and operations in Sweden that were sold during 2006. It includes the Group’s joint venture in Italy and the discontinued operation in Japan.

 

60 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

Board’s Report to Shareholders on Directors’ Remuneration

 

Dear Shareholder
Since the introduction of the current Executive Remuneration Policy in 2002 (the “Policy”), the Remuneration Committee has conducted annual reviews to ensure that the Policy continues to serve the Company and shareholders. Following my appointment as Chairman of the Committee, we have undertaken a review again this year.

As a result of this year’s review, the Remuneration Committee has concluded that the existing Policy remains appropriate but wishes to make three minor changes. These are as follows:

the deferred bonus scheme will be extended to members of the Executive Committee based outside of the UK, and the mechanics amended in light of recent US tax legislation;
   
we have considered the weighting of performance shares and options within our long term incentives, and will place a greater weighting on performance shares for 2006 awards, thus increasing the emphasis on total shareholder return performance; and
   
dividends will be accrued on performance shares awarded from 2006 and transferred as shares on the vesting of awards, to increase the alignment of executive and shareholder interests.

The key principles of the Policy, which are being maintained, are:

the expected value of total remuneration will be benchmarked against the relevant market;
   
a high proportion of total remuneration will be delivered through performance related payments;
   
performance measures will be balanced between absolute financial measures and sector comparative measures to achieve maximum alignment between executive and shareholder objectives;
   
the majority of performance related remuneration will be provided in the form of equity; and
   
share ownership requirements will be applied to executive directors.

The Committee continues to monitor how well incentive awards made in previous years align with the Company’s performance. The Policy continues to work well and forecast rewards are commensurate with actual performance. I am confident that the Policy continues to align executives’ interests with the interests of shareholders, whilst enabling the Company to engage a high calibre team to successfully lead the Company. I hope that we receive your support at the AGM on 25 July 2006.


Luc Vandevelde
Chairman of the Remuneration Committee
30 May 2006

Remuneration Committee
The Remuneration Committee is comprised to exercise independent judgement and consists only of independent non-executive directors. Luc Vandevelde (Chairman), Sir John Bond, Dr Michael Boskin and Professor Jürgen Schrempp continue as members. Philip Yea joined the Committee on 1 January 2006. The Chief Executive and Chairman are invited to attend meetings of the Remuneration Committee, other than when their own remuneration is being discussed.

The Remuneration Committee met on five occasions during the year. The Committee appointed and received advice from Towers Perrin (market data and advice on market practice and governance) and Kepler Associates (performance analysis and advice on performance measures and market practice) and received advice from the Group Human Resources Director and the Group Compensation and Benefits Director. The advisers also provided advice to the Company on general human resource and compensation related matters.

Remuneration Policy
The Policy was approved by shareholders in July 2002. The Policy is set out below:

     
 

The overriding objective of the Policy on incentives is to ensure that Vodafone is able to attract, retain and motivate executives of the highest calibre essential to the successful leadership and effective management of a global company at the leading edge of the telecommunications industry. To achieve this objective, Vodafone, from the context of its UK domicile, takes into account both the UK regulatory framework, including best practice in corporate governance, shareholder views, political opinion and the appropriate geographic and nationality basis for determining competitive remuneration, recognising that this may be subject to change over time as the business evolves.

The total remuneration will be benchmarked against the relevant market. Vodafone is one of the largest companies in Europe and is a global business; Vodafone’s policy will be to provide executive directors with remuneration generally at levels that are competitive with the largest companies in Europe. A high proportion of the total remuneration will be awarded through performance related remuneration, with phased delivery over the short, medium and long term. For executive directors, approximately 80% of the total expected remuneration will be performance related. Performance measures will be balanced between absolute financial measures and sector comparative measures to achieve maximum alignment between executive and shareholder objectives.

All medium and long term incentives are delivered in the form of Vodafone shares and options. Executive directors are required to comply with share ownership guidelines.

 
     

The structure of remuneration for executive directors under the Policy (excluding pensions) is illustrated below:

The Policy’s key objective is to ensure that there is a strong linkage between pay and performance. This is achieved by approximately 80% of the total package (excluding pensions) being delivered through performance-linked short, medium and long term incentive plans. Therefore, the only guaranteed payment to executive directors is their base salary.

The Remuneration Committee selects performance measures for incentive plans that provide the greatest degree of alignment with the Company’s strategic goals and that are clear and transparent to both directors and shareholders. The performance measures adopted incentivise both operational performance and share price growth.


 

Vodafone Group Plc Annual Report 2006 61

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Board’s Report to Shareholders on Directors’ Remuneration
continued

Each element of the reward package focuses on supporting different Company objectives, which are illustrated below:

 
Purpose
Performance Measure(s)  

 
Base salary
Reflects competitive market
Individual contribution  
 
 
level, role and individual
 
   
 
 
achievement
 
   





 
Annual
Motivates achievement of
Adjusted operating profit  
deferred
 
annual business KPIs
Free cash flow  
share bonus
Provides incentive to co-invest
Total service revenue  
 
Motivates achievement of
Customer satisfaction  
 
 
medium term KPIs
Adjusted EPS growth on share  
 
Aligns with shareholders
 
deferral  





 
Share options
Incentivise earnings growth
Adjusted EPS growth  
 
 
and share price growth
 
   
 
Aligns with shareholders
 
   





 
Performance
Incentivise share price and
 
Relative Total Shareholder  
shares
 
dividend growth
 
Return (“TSR”)  
 
Aligns with shareholders
 
   

The principles of the Policy are cascaded, where appropriate, to executives below Board level as set out below:

    Cascade of policy to Executive Committee  



 
Base salary  
Set against national market
 



 
Annual Deferred   Target bonus level competitive in local market,  
Share Bonus   payout conditional on business performance  
    relevant to individual executive  
       
    Opportunity to defer bonus to be extended to  
    Executive Committee members based overseas  
    in 2006  



 
Long Term Incentive   Annual awards of performance shares and share  
    options with performance conditions  

Report on Executive Directors’ Remuneration for the 2006
Financial Year and Subsequent Periods
Total remuneration levels
In accordance with the Policy, the Company benchmarks total remuneration levels against other large European domiciled companies, using externally provided pay data. Total remuneration for these purposes means the sum of base salary and short, medium and long term incentives. The European focus was selected because Europe continues to be Vodafone’s major market and the Company is one of the top ten companies in Europe by market capitalisation. The competitive data is used as one input to determine the remuneration level of the Chief Executive and Board. The Committee also takes into account other factors, including personal and Company performance, in determining the target remuneration level.

Components of executive directors’ remuneration
Executive directors receive base salary, short and medium term incentive (annual deferred share bonus), long term incentives (performance shares and share options) and pension benefits. Vesting of all incentives is dependent on the achievement of performance targets that are set by the Remuneration Committee prior to the awards being granted.

Base salary
Salaries are reviewed annually and adjustments may be made to reflect competitive national pay levels, the prevailing level of salary reviews of employees within the Group, changes in responsibilities and Group and individual performance. External remuneration consultants provide data about market salary levels and advise the Committee accordingly. Pension entitlements are based only on base salary.

Incentive awards
Short and medium term incentive: annual deferred share bonus
The purpose of the annual deferred share bonus is to focus and motivate executive directors to achieve annual business KPIs that will further the Company’s medium term objectives. Awards made in July 2003 under the Vodafone Group Short Term Incentive Plan (“STIP”) vested in July 2005. Details of STIP awards are given in the table on page 66.

The Company has reviewed the current STIP in light of changes to US tax legislation and will make future awards under the Vodafone Global Incentive Plan Rules approved by shareholders in 2005. This will enable the plan to be operated for members of the Executive Committee based overseas. Whilst the mechanics of the plan will change, the quantum of awards will remain the same.

The STIP comprises two elements: a base award and an enhancement award. Release of both elements after three years is dependent upon the continued employment of the participant.

Base award
The base award is earned by achievement of one year KPI linked performance targets and is delivered in the form of shares. The target base award level for the 2006 financial year was 100% of salary with a maximum of 200% of salary available for exceptional performance. From 2006, the base award will be deferred into shares, net of tax.

The Remuneration Committee reviews and sets the base award performance targets on an annual basis, taking into account business strategy. The performance measures for the 2006 financial year relate to adjusted operating profit, total service revenue, free cash flow and customer delight. Each element is weighted according to the responsibilities of the relevant director. For the Chief Executive, in the 2006 financial year, the adjusted operating profit target was 30% of the total, total service revenue 35%, free cash flow 20% and customer satisfaction 15%, and the payout achieved was 118.7%. The targets are not disclosed, as they are commercially sensitive. For the 2007 financial year, no changes will be made to the performance measures or weightings. More information on Company performance against KPIs in the 2006 financial year can be found in “Key Performance Indicators” on page 29.

The Group may, at its discretion, pay a cash sum of up to the value of the base award in the event that an executive director declines the share award. In these circumstances, the executive director will not be eligible to receive the enhancement award or any cash alternative.

Enhancement award
An enhancement award of 50% of the number of shares comprised in the pre-tax base award is earned by achievement of a subsequent two year EPS performance target following the initial twelve month period. For awards made in the 2006 financial year, which will vest in July 2007, the performance measure related to growth in adjusted EPS. Three quarters of the enhancement award will vest for achievement of EPS growth of 11% rising to full vesting for achievement of EPS growth of 16% over the two year performance period.

Long term incentives
Awards of performance shares and share options were made to executive directors following the 2005 AGM on 26 July 2005. The awards for the 2006 financial year will be also be made following the AGM.

Awards in the 2006 financial year were made under the Vodafone Group Plc 1999 Long Term Stock Incentive Plan. Awards of performance shares and options in the 2007 financial year will be made under the Vodafone Global Incentive Plan.

Awards are delivered in the form of ordinary shares of the Company. All awards are made under plans that incorporate dilution limits as set out in the Guidelines for Share Incentive Schemes published by the Association of British Insurers. The current estimated dilution from subsisting awards, including executive and all-employee share awards, is approximately 2.6% of the Company’s share capital at 31 March 2006 (2.4% as at 31 March 2005).

Performance shares
Performance shares are awarded annually to executive directors. Vesting of the performance shares depends upon the Company’s relative TSR performance. TSR measures the change in value of a share and reinvested dividends over the period of measurement. The Company’s TSR performance is compared to that of other companies in the FTSE Global Telecommunications index as at the date of grant, over a three-year performance period.

In the 2006 financial year, the Chief Executive received an award of performance shares with a face value of two times base salary; the Deputy Chief Executive and other executive directors one and a half times their base salary.

Performance shares will vest only if the Company ranks in the top half of the ranking table; maximum vesting will only occur if the Company is in the top 20%. Vesting is also conditional on underlying improvement in the performance of the Company. Awards will vest to the extent that the performance condition has been satisfied at the end of the three-year performance period. To the extent that the performance target is not met, the awards will be forfeited. The following chart shows the basis on which the performance shares will vest:


 

62 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

For awards made in the 2007 financial year, dividend equivalents will be awarded at vesting. Initial award levels will be adjusted to take into account the increased expected value of awards and the proportion of dividend equivalents transferred will reflect TSR performance achievement.

Previously disclosed performance share awards granted in the 2003 financial year vested in the 2006 financial year. Details are given in the table on page 67.

Share options
Share options are granted annually to executive directors. The exercise of share options is subject to the achievement of a performance condition set prior to grant. The Remuneration Committee determined that the most appropriate performance measure for awards relating to the 2006 financial year was absolute growth in adjusted EPS. One quarter of the option award will vest for achievement of EPS growth of 8% p.a. rising to full vesting for achievement of EPS growth of 16% p.a. over the performance period. In setting this target the Remuneration Committee has taken the internal long range plan and market expectations into account. The Remuneration Committee has decided that for the 2007 financial year grants, the performance range will be 5% – 10% p.a. The following chart illustrates the basis on which share options granted in the 2006 financial year will vest:

Options have a ten year term and will vest after three years, subject to performance achievement. To the extent that the performance target is not met, the options will lapse. Re-testing of performance is not permitted.

The price at which shares can be acquired on option exercise will be no lower than the market value of the shares on the day prior to the date of grant of the options. Therefore, scheme participants only benefit if the share price increases and vesting conditions are achieved.

In July 2005, the Chief Executive received an award of options with a face value of six and a half times base salary; the Deputy Chief Executive and the other executive directors five times their base salary.

Illustration
To help shareholders understand the value of the package provided to the Chief Executive, the following illustration demonstrates that in order to gain value from the incentive plans, considerable shareholder value must be created.

For example, if the Company’s share price increases by over 50% from 127.0 pence to approximately 190.0 pence, the Company’s value increases by £42 billion, and there was a 50% vesting of long term incentives, the Chief Executive would have a pre-tax gain of approximately £4 million, representing less than a hundredth of 1% of the total increase in shareholder value.

Measurement of performance under IFRS
From 1 April 2005, the Company has prepared its financial statements under IFRS. The Remuneration Committee has reviewed the impact of the introduction of IFRS for incentive scheme purposes, to ensure that EPS performance achievement is measured on a consistent basis and that the introduction of the new standard does not advantage or disadvantage participants. For the schemes affected, EPS under IFRS is adjusted to reflect UK GAAP measurement so that performance may be measured on a consistent basis. In each case, an independent auditor is requested to review and verify the achievement level.

Share ownership guidelines
Executive directors participating in long term incentive plans must comply with the Company’s share ownership guidelines. These guidelines, which were first introduced in 2000, require the Chief Executive to have a shareholding in the Company of four times base salary and other executive directors to have a shareholding of three times base salary.

It is intended that these ownership levels will be attained within five years from the director first becoming subject to the guidelines and be achieved through the retention of shares awarded under incentive plans.

Pensions
The Chief Executive, Arun Sarin, is provided with a defined contribution pension arrangement to which the Company contributes 30% of his base salary. The contribution is currently held in a notional fund outside the Company pension scheme.

During the 2006 financial year, Sir Julian Horn-Smith, Peter Bamford, and Andy Halford, being UK based directors, were contributing members of the Vodafone Group Pension Scheme, which is a UK defined benefit scheme approved by the Inland Revenue. The scheme provides a benefit of two-thirds of pensionable salary after a minimum of 20 years’ service. The normal retirement age is 60, but directors may retire from age 55 with a pension proportionately reduced to account for their shorter service but with no actuarial reduction. Where directors’ benefit levels are restricted by Inland Revenue limits, the Company made contributions to the defined contribution Vodafone Group Funded Unapproved Retirement Benefit Scheme (“FURBS”).

Sir Julian Horn-Smith has elected to receive his pension from 6 April 2006, prior to his actual retirement from the Company, in accordance with the new UK pension rules effective from April 2006. Sir Julian is planning to retire at the end of the 2006 AGM and the Committee authorised a pension allowance of 30% of base salary for four months until he steps down from the Board.

Thomas Geitner is entitled to a defined benefit pension of 40% of salary from a normal retirement age of 60. On early retirement, the pension may be reduced if he has accrued less than 10 years of Board service.

All the plans referred to above provide benefits in the event of death in service.

Further details of the pension benefits earned by the directors in the year ended 31 March 2006 can be found on page 66. Liabilities in respect of the pension schemes in which the executive directors participate are funded to the extent described in note 25 to the Consolidated Financial Statements, “Post employment benefits”.

A-Day proposals
As a result of the new UK legislation affecting the taxation of pensions, the Company has reviewed the pension arrangements it provides to UK based executives. From April 2006, executives participating in UK pension arrangements may choose to continue membership of the Vodafone Group Pension Scheme or opt out and instead receive a non-pensionable cash allowance. Participation in an Inland Revenue approved defined contribution plan or a non-pensionable cash allowance will be provided in place of the current FURBS arrangement.

All-employee share incentive schemes
Global All Employee Share Plan
As in the 2005 financial year, the Remuneration Committee has approved that an award of shares based on the achievement of performance conditions be made to all employees in the Vodafone Group. The 2006 award will be made on 3 July 2006. These awards have a dilutive effect of approximately 0.03%.

Sharesave
The Vodafone Group 1998 Sharesave Scheme is an Inland Revenue approved scheme open to all UK permanent employees.


 

Vodafone Group Plc Annual Report 2006 63

Back to Contents

Board’s Report to Shareholders on Directors’ Remuneration
continued

The maximum that can be saved each month is £250 and savings plus interest may be used to acquire shares by exercising the related option. The options have been granted at up to a 20% discount to market value. UK based executive directors are eligible to participate in the scheme and details of their participation are given in the table on page 68.

Share Incentive Plan
The Vodafone Share Incentive Plan (“SIP”) is an Inland Revenue approved plan open to all UK permanent employees. Eligible employees may contribute up to £125 each month and the trustee of the plan uses the money to buy shares on their behalf. An equivalent number of shares is purchased with contributions from the employing company. UK based executive directors are eligible to participate in the SIP and details of their share interests under these plans are given in the table on page 69.

Non-executive directors’ remuneration
The remuneration of non-executive directors is periodically reviewed by the Board, excluding the non-executive directors. Basic fee levels were increased in April 2005 to reflect directors’ considerably increased workload and the increased complexity of managing an international group. The fees payable are as follows:

 
Fees payable from 1 April 2005
 
 
£’000
 


 
Chairman 510  
Deputy Chairman and Senior Independent Director 130  
Basic Non-Executive Director fee 95  
Chairmanship of Audit Committee 20  
Chairmanship of Remuneration Committee 15  
Chairmanship of Nominations and Governance Committee 10  


 

In addition, an allowance of £6,000 is payable each time a non-Europe based non-executive director is required to travel to attend Board and Committee meetings, to reflect the additional time commitment involved.

Details of each non-executive director’s remuneration are included in the table on page 65.

Non-executive directors do not participate in any incentive or benefit plans. The Company does not provide any contribution to their pension arrangements. The Chairman is entitled to the provision of a fully expensed car or car allowance.

Service contracts and appointments of directors
Executive directors
The Remuneration Committee has determined that, after an initial term that may be of up to two years’ duration, executive directors’ contracts should thereafter have rolling terms and be terminable on no more than one year’s notice. All current executive directors’ contracts have an indefinite term (to normal retirement date) and one year notice periods. No payments should normally be payable on termination other than the salary due for the notice period and such entitlements under incentive plans and benefits that are consistent with the terms of such plans.

All the UK based executive directors have, whilst in service, entitlement under a long term disability plan from which two-thirds of base salary, up to a maximum benefit determined by the insurer, would be provided until normal retirement date. In the event of disability, Thomas Geitner would receive his normal retirement pension based on his accrued service.

Sir Julian Horn-Smith
Sir Julian Horn-Smith, the Company’s Deputy Chief Executive, will retire from the Company following the AGM on 25 July 2006. Sir Julian will be entitled to subsisting awards, pro-rated for both time and performance, in accordance with the standard rules of each incentive plan in which he participates. Sir Julian will receive a pension in line with the standard rules of the plan in which he participates, described in more detail in “Pensions” on page 63. The Remuneration Committee agreed that he would be offered the opportunity to purchase his company car on leaving the Company. No severance payment will be payable to him.

Peter Bamford
Peter Bamford left the Company on 1 April 2006 and will receive salary and compensation for loss of office in accordance with his legal entitlement. The total payment is in the order of £1.25 million, including pension contribution. He will receive his annual bonus for the 2006 financial year and the Remuneration Committee has exercised discretion to allow him access to long term incentive awards, pro-rated for time and performance.

Fees retained for non-executive directorships in other companies
Some executive directors hold positions in other companies as non-executive directors. The fees received in respect of the 2006 financial year and retained by directors were as follows:

 
Fees retained by the
 
 
individual in the
 
 
Company in which non-
2006 financial year
 
 
executive directorship is held
£’000 (1)
 




 
Arun Sarin Bank of England   5.0  
Thomas Geitner Singulus Technologies AG   61.9  
Sir Julian Horn-Smith (2) Smiths Group plc   50.0  
  LloydsTSB Group plc   74.0  
  Sage Group plc   3.4  
Ken Hydon (3) Reckitt Benckiser plc   20.0  
  Tesco PLC   18.5  




 
Notes:
(1) Fees were retained in accordance with Company policy.
(2) An option over 400,000 shares was granted to Sir Julian in November 2005 by China Mobile (Hong Kong) Limited for his duties as non-executive director, which are held for the benefit of the Company and will lapse on his retirement.
(3) Fees retained in the period to 26 July 2005.

Chairman and non-executive directors
In December 2005, the Company announced that Lord MacLaurin, the Company’s Chairman, will retire from the Company following the AGM on 25 July 2006. Lord MacLaurin will receive fees in accordance with his service contract until the end of the 2006 calendar year. The Company has entered into an agreement with Lord MacLaurin that he will provide advisory services to the Company for a period of three years following his retirement. During this period he will receive an annual fee of £125,000, which he has advised the Company he intends to donate to charity.

In December 2005, Sir John Bond accepted the invitation of the Board to be appointed as Chairman of the Company following the 2006 AGM. As Chairman, he will receive a fee of £475,000 per annum. The appointment is indefinite and may be terminated by either party on one year’s notice.

Non-executive directors, including the Deputy Chairman, are engaged on letters of appointment that set out their duties and responsibilities. The appointment of non-executive directors may be terminated without compensation.

The terms and conditions of appointment of non-executive directors are available for inspection by any person at the Company’s registered office during normal business hours and at the AGM (for 15 minutes prior to the meeting and during the meeting).

Philip Yea, Anne Lauvergeon and Tony Watson were appointed to the Board as non-executive directors with effect from 1 September 2005, 1 November 2005 and 1 May 2006 respectively, and hold office on the same terms as other non-executive directors.

TSR performance
The following chart shows the performance of the Company relative to the FTSE100 index and the FTSE Global Telecommunications index, which are the most relevant indices for the Company.

Graph provided by Towers Perrin and calculated according to a methodology that is compliant with the requirements of Schedule 7A of the Companies Act. Data Sources: FTSE and Datastream

Note: Performance of the Company shown by the graph is not indicative of vesting levels under the Company’s various incentive plans.


 

64 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

Audited Information
Remuneration for the year ended 31 March 2006
The remuneration of the directors serving during the year ended 31 March 2006 was as follows:

  Salary/fees   Incentive schemes   Benefits   Total  
 
 
 
 
 
  2006     2005   2006 (1)     2005   2006 (2)     2005   2006     2005  
  £’000     £’000   £’000     £’000   £’000     £’000   £’000     £’000  




















 
Chairman                                        
    Lord MacLaurin 520     485         57     32   577     517  
Deputy Chairman                                        
    Paul Hazen (3) 173     130               173     130  
Chief Executive                                        
    Arun Sarin 1,254     1,175   1,424     1,148   54     183   2,732     2,506  
Executive directors                                        
    Peter Bamford 804     771   908     663   48     37   1,760     1,471  
    Thomas Geitner 734     679   851     665   148     37   1,733     1,381  
    Andy Halford 342       396       16       754      
    Sir Julian Horn-Smith 1,022     970   1,169     966   48     34   2,239     1,970  
    Ken Hydon 253     779   264     776   91     30   608     1,585  
Non-executive directors                                        
    Sir John Bond 95     21               95     21  
    Dr Michael Boskin (3) 144     85               144     85  
    Lord Broers 95     85               95     85  
    John Buchanan 95     85               95     85  
    Penny Hughes 100     95               100     95  
    Anne Lauvergeon 40                   40      
    Sir David Scholey 32     85               32     85  
    Professor Jürgen Schrempp 95     85               95     85  
    Luc Vandevelde 105     85               105     85  
    Philip Yea 55                   55      
Former directors (4)     191         1,283     229   1,283     420  




















 
  5,958     5,806   5,012     4,218   1,745     582   12,715     10,606  




















 
Notes:
(1) These figures are the cash equivalent value of the base share awards under the Vodafone Group Short Term Incentive Plan applicable to the year ended 31 March 2006. These awards are in relation to the performance achievements against targets in adjusted operating profit, total service revenue, free cash flow and customer delight for the 2006 financial year.
(2) Benefits principally comprise cars and private health and disability insurance. Thomas Geitner relocated from Germany to the UK during the 2006 financial year. The benefits figure disclosed includes relocation expenses and a monthly allowance to reflect the higher cost of living in the UK.
(3) Fees include allowances paid in respect of a non-executive director based outside of Europe to reflect the additional time commitment involved when required to travel to attend Board and Committee meetings.
(4) Under the terms of an agreement, Sam Ginn, a former director of the Company, provides consultancy services to the Group and was entitled to certain benefits. The estimated value of the benefits received by him in the year to 31 March 2006 was £29,852. During the year, the agreement was terminated by mutual agreement. Mr Ginn received a payment of $2.23m (£1.25m) as compensation for benefits for the outstanding term.

The aggregate compensation paid by the Company to its collective senior management (1) for services for the year ended 31 March 2006, is set out below. The aggregate number of senior management as at 31 March 2006 was ten, the same number as at 31 March 2005.

  2006     2005  
  £’000     £’000  





 
Salaries and fees 4,555     2,972  
Incentive schemes (2) 5,155     2,875  
Benefits 3,125     1,066  





 
  12,835     6,913  





 
Notes:
(1) Aggregate compensation for senior management is in respect of those individuals who were members of the Executive Committee during the year ended 31 March 2006, other than executive directors and reflects compensation paid from date of appointment to the Executive Committee, to 31 March 2006 or date of leaving, where applicable.
(2) Comprises the incentive scheme information for senior management on an equivalent basis to that disclosed for directors in the table at the top of this page. Details of share incentives awarded to directors and senior management are included in footnotes to “Short term incentives” and “Long term incentives” on pages 66 and 67.

 

Vodafone Group Plc Annual Report 2006 65

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Board’s Report to Shareholders on Directors’ Remuneration
continued

Pensions
Pension benefits earned by the directors serving during the year ended 31 March 2006 were:

                              Employer  
                          Transfer value   allocation/  
                  Change in transfer       of change in   contribution to  
  Total accrued   Change in           value over year   Change in accrued   accrued benefit   to defined  
  benefit at   accrued benefit   Transfer value at   Transfer value at   less member   benefit in excess   net of member   contribution  
  31 March 2006 (1) over the year (1) 31 March 2005 (1) 31 March 2006 (2) contributions   of inflation   contributions   plans  
Name of Director £’000   £’000   £’000   £’000   £’000   £’000   £’000   £’000  
















 
Arun Sarin               360.0  
Peter Bamford 30.8   3.5   348.8   529.9   177.4   2.8   44.2   202.4  
Thomas Geitner 115.8   23.1   1,163.2   1,971.4   808.2   20.6   350.7    
Andy Halford 13.3   2.3   110.1   182.8   69.0   2.0   23.7   73.6  
Sir Julian Horn-Smith 605.2   57.1   9,090.3   13,231.0   4,106.2   42.3   890.0    
Ken Hydon (3) 516.6   10.4   10,241.1   12,637.2   2,396.1       79.2  
















 
Notes:
(1) The accrued pension benefits earned by the directors are those which would be paid annually on retirement, based on service to the end of the year, at the normal retirement age. The increase in accrued pension excludes any increase for inflation.
(2) The transfer values have been calculated on the basis of actuarial advice in accordance with the Faculty and Institute of Actuaries’ Guidance Note GN11. No director elected to pay additional voluntary contributions. The transfer values disclosed above do not represent a sum paid or payable to the individual director. Instead they represent a potential liability of the pension scheme.
(3) Ken Hydon reached 60 years of age on 3 November 2004 and retired from the Company following the AGM on 26 July 2005. In accordance with the standard rules of the scheme, he received an immediate pension based on his accrued benefit without actuarial reduction or any enhancement. From 1 December 2004, Ken Hydon accrued a cash allowance equivalent to 30% of his base salary, which ceased on leaving the Company.

In respect of senior management, the Group has made aggregate contributions of £829,582 into pension schemes. The Company’s proposals in light of the changes in pension legislation are detailed under “Pensions” on page 63.

Directors’ interests in the shares of the Company
Short term incentives
Conditional awards of ordinary shares made to executive directors under the STIP, and dividends on those shares paid under the terms of the Company’s scrip dividend scheme and dividend reinvestment plan, are shown below. STIP shares which vested and were sold or transferred during the year ended 31 March 2006 are also shown below.

      Shares conditionally   Shares conditionally                      
      awarded during the   awarded during the year                      
  Total interest   year as base award   as enhancement shares   Shares sold or transferred              
  in STIP at   in respect of STIP awards   in respect of STIP awards   during the year in respect              
  1 April 2005   for the 2005 financial year   for the 2005 financial year   of the 2003 financial year (1) Total interest in STIP as at 31 March 2006  










 
          Value at       Value at       In respect of   Number   Number of      
  Total number       date of award (2)(3)     date of award ((3) In respect of   enhancement   of base   enhancement   Total value (4)
  of shares   Number   £’000   Number   £’000   base awards   shares   award shares   shares   £’000  




















 
Arun Sarin 1,520,600   840,498   1,148   420,249   574       1,854,231   927,116   3,352  
Peter Bamford 1,958,447           704,311   352,155   601,320   300,661   1,087  
Thomas Geitner 329,205   285,453   390   142,726   195   219,470   109,735   285,453   142,726   516  
Andy Halford 565,211           181,941   90,971   194,866   97,433   352  
Sir Julian Horn-Smith 1,324,070           882,713   441,357        
Ken Hydon 1,081,324           720,883   360,441        




















 
Notes:
(1) Shares in respect of the STIP awards for the 2003 financial year were transferred on 1 July 2005.
(2) Previously disclosed within directors’ emoluments for the year ended 31 March 2005.
(3) Value at date of award is based on the price of the Company’s ordinary shares on 1 July 2005 of 136.25p.
(4) The value at 31 March 2006 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2006 of 120.5p.

The aggregate number of shares conditionally awarded during the year as base award and enhancement shares to the Company‘s senior management, other than executive directors, is 514,603. For a description of the performance and vesting conditions, see “Short and medium term incentive: annual deferred share bonus” on page 62.

 

66 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

Long term incentives
Performance shares
Conditional awards of ordinary shares made to executive directors under the Vodafone Group Long Term Incentive Plan and Vodafone Group Plc 1999 Long Term Stock Incentive Plan, and dividends on those shares paid under the terms of the Company’s scrip dividend scheme and dividend reinvestment plan, are shown below. Long Term Incentive shares that vested and were sold or transferred during the year ended 31 March 2006 are also shown below:

                      Shares sold or          
              Shares   Shares forfeited in   transferred in          
  Total interest in           added during the   respect of awards   respect of awards          
  Long Term Incentives           2006 financial year   for the 2003,   for the 2003,          
  at 1 April 2005 or   Shares conditionally awarded   through dividend   2004 and 2005   2004 and 2005   Total interest in long term  
  date of appointment (1) during the 2006 financial year   reinvestment   financial years   financial years   incentives at 31 March 2006  
















 
          Value at                      
          date of award (2)             Number   Total value (4)
  Number   Number   £’000   Number   Number (3) Number (3) of shares   £’000  
















 
Arun Sarin 3,861,669   1,717,120   2,494         5,578,789   6,722  
Peter Bamford 2,934,630   876,532   1,273   15,609   592,145   492,367   2,742,259   3,304  
Thomas Geitner 2,429,377   811,127   1,178   11,949   453,321   376,934   2,422,198   2,919  
Andy Halford 514,616   539,975   784   3,110   118,013   98,126   841,562   1,014  
Sir Julian Horn-Smith 3,717,872   1,117,080   1,623   20,387   773,413   643,092   3,438,834   4,144  
Ken Hydon 2,948, 684       15,609   592,145   788,719      
















 
Notes:
(1) Restricted share awards under the Vodafone Group Long Term Incentive Plan and Vodafone Group Plc 1999 Long Term Stock Incentive Plan.
(2) The value of awards under the Vodafone Group Plc 1999 Long Term Incentive Plan is based on the price of the Company’s ordinary shares on 26 July 2005 of 145.25p.
(3) Shares in respect of awards for the 2003 financial year were sold or transferred on 1 July 2005 and 19 August 2005. The closing middle market price of the Company’s ordinary shares on 1 July 2005, the date of vesting, was 136.25p.
(4) The value at 31 March 2006 is calculated using the closing middle market price of the Company’s ordinary shares at 31 March 2006 of 120.5p.
(5) All employees, including Executive Directors with the exception of those retiring in the 2006 financial year, received an award of 320 shares on 1 July 2005, under the Global All Employee Share Plan. The awards vest after two years and are not subject to performance conditions.

The aggregate number of shares conditionally awarded during the year to the Company‘s senior management is 3,192,815 shares. For a description of the performance and vesting conditions see “Long term incentives” on pages 62 to 63. In some cases local performance conditions attach to the awards.

Share options
The following information summarises the directors’ options under the Vodafone Group Plc Savings Related Share Option Scheme, the Vodafone Group 1998 Sharesave Scheme, the Vodafone Group Plc Executive Share Option Scheme and the Vodafone Group 1998 Company Share Option Scheme, all of which are HM Revenue and Customs approved schemes. The table also summarises the directors’ options under the Vodafone Group Plc Share Option Scheme, the Vodafone Group 1998 Executive Share Option Scheme, the AirTouch Communications, Inc. 1993 Long Term Stock Incentive Plan and the Vodafone Group Plc 1999 Long Term Stock Incentive Plan, which are not HM Revenue and Customs approved. No other directors have options under any of these schemes. Only under the Vodafone Group 1998 Sharesave Scheme may shares be offered at a discount in future grants of options. For a description of the performance and vesting conditions see “Long term incentives” on pages 62 to 63.

  Options held at                              
  1 April 2005   Options granted   Options exercised   Options lapsed       Weighted average          
  or date of   during the 2006   during the 2006   during the 2006   Options held at   exercise price at   Earliest date      
  appointment (1) financial year   financial year   financial year   31 March 2006   31 March 2006   from which   Latest  
  Number   Number   Number   Number   Number   Pence   exercisable   expiry date  
















 
Arun Sarin (2)(3) 20,704,987   5,711,292       26,416,279   152.5   Jun 2000   Jul 2015  
Peter Bamford 19,073,022   2,915,424   4,350,652   2,053,776   15,584,018   148.5   Jul 2002   Mar 2007  
Thomas Geitner 17,334,854   2,697,882     1,635,776   18,396,960   140.5   Jul 2003   Jul 2015  
Andy Halford 921,485   1,796,003   13,395     2,704,093   147.6   Jul 2002   Jul 2015  
Sir Julian Horn-Smith 23,332,869   3,715,505     1,847,776   25,200,598   134.9   Jul 2002   Jul 2015  
Ken Hydon 18,717,166     8,338,371   7,280,782   3,098,013   213.9   Jul 2002   Jul 2006  
















 
  100,084,383   16,836,106   12,702,418   12,818,110   91,399,961              
















 
Notes:
(1) The weighted average exercise price of options over shares in the Company granted during the year and listed above is 145.25 pence. The earliest date from which they are exercisable is July 2008 and the latest expiry date is 25 July 2015. For a description of the performance and vesting conditions see “Long term incentives” on pages 62 to 63.
(2) Some of the options held by Arun Sarin are held in the form of ADSs, each representing ten ordinary shares of the Company, which are traded on the New York Stock Exchange. The number of ADSs over which Arun Sarin holds options is 625,000.
(3) The terms of the share options granted over 6,250,000 shares in 1999 to Arun Sarin allow exercise until the earlier of the date on which he ceases to be a director of the Company and the seventh anniversary of the respective dates of grant.
(4) In accordance with the terms of the plan rules, options granted to Ken Hydon became exercisable on retirement, being pro-rated for both time and performance.

The aggregate number of options granted during the year to the Company’s senior management, other than executive directors, is 10,454,900. The weighted average exercise price of the options granted to senior management during the year is 145.24 pence. The earliest date from which they are exercisable is July 2008 and the latest expiry date is 25 July 2015.

 

Vodafone Group Plc Annual Report 2006 67

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Board’s Report to Shareholders on Directors’ Remuneration
continued

Further details of options outstanding at 31 March 2006 are as follows:

      Exercisable: Market price       Exercisable: Option price              
      greater than option price (1)     greater than market price (1)         Not yet exercisable  
 


 


 




 
      Weighted average   Latest       Weighted average   Latest       Weighted average   Earliest date from  
  Options held   exercise price   expiry date   Options held   exercise price   expiry date   Options held   exercise price   which exercisable  
  Number   Pence       Number   Pence       Number   Pence      


















 
Arun Sarin (2)       6,250,000   236.3   Jul-06   20,166,279   126.5   Jul-06  
Peter Bamford       3,307,713   207.2   Mar-07   12,276,305   132.7   Jul-06  
Thomas Geitner 3,507,178   97.0   Aug-12   3,259,679   209.3   Jul-11   11,630,103   134.4   Jul-06  
Andy Halford 94,444   90.0   Jul-12   344,800   214.6   Jul-11   2,264,849   139.8   Jul-06  
Sir Julian Horn-Smith 5,753,505   97.0   Aug-12   3,701,990   201.7   Jul-11   15,745,103   133.1   Jul-06  
Ken Hydon       3,098,013   213.9   Jul-06        


















 
  9,355,127           19,962,195           62,082,639          


















 
Notes:  
(1) Market price is the closing middle market price of the Company’s ordinary shares at 31 March 2006 of 120.5p.
(2) Some of Arun Sarin’s options are in respect of American Depositary Shares, each representing ten ordinary shares in the Company, which are traded on the New York Stock Exchange. The number and option price have been converted into the equivalent amounts for the Company’s ordinary shares.

The Company’s register of directors’ interests (which is open to inspection at the Company’s registered office) contains full details of directors’ shareholdings and options to subscribe. These options by exercise price were:

      Options held at                  
      1 April 2005   Options granted   Options exercised   Options lapsed      
      or date of   during the 2006   during the 2006   during the 2006   Options held at  
  Option price   appointment (1) financial year   financial year   financial year   31 March 2006  
  Pence   Number   Number   Number   Number   Number  













Vodafone Group Plc Share Option Scheme (Unapproved – 1988) 155.90   855,000       855,000    
Vodafone Group 1998 Company Share Option Scheme (Approved) 255.00   502,500         502,500  
Vodafone Group 1998 Executive Share Option Scheme (Unapproved) 282.30   1,131,000         1,131,000  
Vodafone Group Plc Savings Related Share Option Scheme (1988) 70.92   63,521     40,185     23,336  
Vodafone Group 1998 Sharesave Scheme 95.30   16,710         16,710  
  108.84   8,705         8,705  
Vodafone Group Plc 1999 Long Term Stock Incentive Plan 90.00   94,444         94,444  
  97.00   17,935,197     8,674,514     9,260,683  
  119.00   20,794,632     1,079,081   2,246,855   17,468,696  
  119.25   23,119,811     2,908,638   831,039   19,380,134  
  145.25     16,836,106       16,836,106  
  151.56   2,000,400         2,000,400  
  157.50   16,943,043       2,342,112   14,600,931  
  236.34 (2)   6,250,000         6,250,000  
  291.50   10,369,420       6,543,104   3,826,316  













      100,084,383   16,836,106   12,702,418   12,818,110   91,399,961  













Notes:  
(1) Includes options held by Andy Halford as at 26 July 2005 on appointment to the Board
(2) These share options are in respect of American Depositary Shares, each representing ten ordinary shares in the Company, which are traded on the New York Stock Exchange. The number and option price have been converted into the equivalent amounts for the Company’s ordinary shares.

Details of the options exercised by directors of the Company in the year ended 31 March 2006 are as follows:

  Options       Market price      
  exercised       at date of   Gross  
  during the year   Option price   exercise   pre-tax gain  
  Number   Pence   Pence   £’000  








 
Peter Bamford 13,395   70.9   152.0   10.9  
Andy Halford 13,395   70.9   152.0   10.9  








 
  26,790           21.8  








 
Note:  
The aggregate gross pre-tax gain made on the exercise of share options in the 2006 financial year by the Company’s above directors was £21,721 (2005: £3,076,276). The closing middle market price of the Company’s shares at 31 March 2006 was 120.5p, its highest closing price in the 2006 financial year having been 155.0 pence and its lowest closing price having been 109.0 pence.

 

68 Vodafone Group Plc Annual Report 2006

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  Governance
   

 

Beneficial interests
The directors’ beneficial interests in the ordinary shares of the Company, which includes interests in the Vodafone Group Profit Sharing Scheme and the Vodafone Share Incentive Plan, but which excludes interests in the Vodafone Group Share Option Schemes, the Vodafone Group Short Term Incentive or in the Vodafone Group Long Term Incentives, are shown below:

          1 April 2005 or date  
  26 May 2006   31 March 2006   of appointment  







Lord MacLaurin 92,495   92,495   92,495  
Paul Hazen 360,900   360,900   360,900  
Arun Sarin (1) 4,932,560   4,932,560   4,832,560  
Thomas Geitner 451,556   451,556   417,700  
Andy Halford (2) 108,293   107,895   91,336  
Sir Julian Horn-Smith 1,829,385   1,828,987   1,818,257  
Sir John Bond 134,423   134,423   34,423  
Dr Michael Boskin 212,500   212,500   212,500  
Lord Broers 20,483   20,483   19,819  
John Buchanan 208,124   208,124   104,318  
Penny Hughes 22,500   22,500   22,500  
Anne Lauvergeon (3) 31,000   31,000    
Professor Jürgen Schrempp 10,000   10,000   10,000  
Luc Vandevelde 20,000   20,000   20,000  
Philip Yea (3) 70,000   70,000    







Notes:
(1) Arun Sarin also has a non-beneficial interest as the trustee of two family trusts, each holding 5,720 shares.
(2) Andy Halford was appointed to the Board on 26 July 2005.
(3) Non-executive directors appointed to the Board as follows: Anne Lauvergeon: 1 November 2005, Philip Yea: 1 September 2005.

Changes to the interests of the directors of the Company in the ordinary shares of the Company during the period from 1 April 2006 to 26 May 2006 relate to shares acquired either through Vodafone Group Personal Equity Plans or the Vodafone Share Incentive Plan. As at 31 March 2006, and during the period from 1 April 2006 to 26 May 2006, no director had any interest in the shares of any subsidiary company.

Other than those individuals included in the table above who were Board members at 31 March 2006, members of the Group’s Executive Committee, as at 31 March 2006, had an aggregate beneficial interest in 2,078,326 ordinary shares of the Company. At 26 May 2006, Executive Committee members at that date had an aggregate beneficial interest in 2,079,522 ordinary shares of the Company, none of whom had an individual beneficial interest amounting to greater than 1% of the Company’s ordinary shares.

Interests in share options of the Company at 26 May 2006
At 26 May 2006, there had been no change to the directors’ interests in share options from 31 March 2006.

Other than those individuals included in the table above, at 26 May 2006, members of the Group’s Executive Committee at that date held options for 34,714,916 ordinary shares at prices ranging from 48.3 pence to 293.7 pence per ordinary share, with a weighted average exercise price of 141.60 pence per ordinary share exercisable at dates ranging from July 1999 to July 2015, and options for 172,669 ADSs at prices ranging from $13.65 to $45.3359 per ADS, with a weighted average exercise price of $26.6056 per ADS, exercisable at dates ranging from July 2001 to July 2013.

Lord MacLaurin, Paul Hazen, Sir John Bond, Dr Michael Boskin, Lord Broers, John Buchanan, Penny Hughes, Anne Lauvergeon, Professor Jürgen Schrempp, Luc Vandevelde and Philip Yea held no options at 26 May 2006.

Directors’ interests in contracts
None of the current directors had a material interest in any contract of significance to which the Company or any of its subsidiary undertakings was a party during the financial year.


Luc Vandevelde
On behalf of the Board

 

Vodafone Group Plc Annual Report 2006 69

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Directors’ Statement of Responsibility

 

United Kingdom company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit or loss of the Group for that period. In preparing those financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;
make judgements and estimates that are reasonable and prudent;
state whether the Consolidated Financial Statements have been prepared in accordance with IFRS as adopted for use in the EU;
for the Company Financial Statements, state whether applicable UK accounting standards have been followed; and
prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 1985 and Article 4 of the IAS Regulation. They are also responsible for the system of internal control, for safeguarding the assets of the Company and the Group and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Disclosure of Information to Auditors
Having made the requisite enquiries, so far as the directors are aware, there is no relevant audit information (as defined by Section 234ZA of the Companies Act 1985) of which the Company’s auditors are unaware, and the directors have taken all the steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

Going Concern
After reviewing the Group’s and Company’s budget for the next financial year, and other longer term plans, the directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

By Order of the Board

Stephen Scott
Secretary
30 May 2006


 

70 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Financials

     
  Contents    
      Page  
 


 
   Consolidated Financial Statements 72  
  – Consolidated Income Statement for the years ended 31 March 72  
  – Consolidated Statement of Recognised Income and Expense for the year ended 31 March 72  
  – Consolidated Balance Sheet at 31 March 73  
  – Consolidated Cash Flow Statement for the years ended 31 March 74  
 


 
   Notes to the Consolidated Financial Statements 75  
  1. Basis of preparation 75  
  2. Significant accounting policies 75  
  3. Segmental analysis 79  
  4. Operating (loss)/profit 83  
  5. Investment income and financing costs 84  
  6. Taxation 85  
  7. Equity dividends 87  
  8. (Loss)/earnings per share 88  
  9. Intangible assets 89  
  10. Impairment 91  
  11. Property, plant and equipment 93  
  12. Principal subsidiary undertakings 94  
  13. Investments in joint ventures 95  
  14. Investments in associated undertakings 96  
  15. Other investments 96  
  16. Inventory 97  
  17. Trade and other receivables 97  
  18. Cash and cash equivalents 98  
  19. Called up share capital 98  
  20. Share-based payments 99  
  21. Transactions with equity shareholders 102  
  22. Movements in accumulated other recognised income and expense 102  
  23. Movements in retained losses 102  
  24. Borrowings 102  
  25. Post employment benefits 106  
  26. Provisions for liabilities and charges 109  
  27. Trade and other payables 110  
  28. Acquisitions 111  
  29. Discontinued operations and disposals 114  
  30. Commitments 116  
  31. Contingent liabilities 117  
  32. Reconciliation of net cash flows to operating activities 118  
  33. Directors and key management compensation 118  
  34. Employees 119  
  35. Subsequent events 119  
  36. Related party transactions 120  
  37. Financial information of joint ventures and associated undertakings 120  
  38. US GAAP information 122  
  39. New accounting standards 125  
  40. Transition to IFRS on first-time adoption 126  
 


 
   Report of Independent Registered Public Accounting Firm to the Members of Vodafone Group Plc 131  
         


 
   Company Financial Statements of Vodafone Group Plc at 31 March 132  


 
   Notes to the Company Financial Statements 133  
  1. Basis of preparation 133  
  2. Significant accounting policies 133  
  3. Fixed assets 135  
  4. Debtors 135  
  5. Investments 135  
  6. Creditors 136  
  7. Share capital 136  
  8. Reserves and reconciliation of movements in equity shareholders’ funds 137  
  9. Equity dividends 137  
  10. Contingent liabilities 138  
 


 
   Independent Auditor’s Report to the Members of Vodafone Group Plc 139  
     

 

Vodafone Group Plc Annual Report 2006 71

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Consolidated Income Statement for the years ended 31 March

 

      2006   2006   2005  
  Note   $m   £m   £m  








 
Revenue 3   51,048   29,350   26,678  
Cost of sales     (29,689 ) (17,070 ) (15,800 )








 
Gross profit     21,359   12,280   10,878  
Selling and distribution expenses     (3,263 ) (1,876 ) (1,649 )
Administrative expenses     (5,941 ) (3,416 ) (2,856 )
Share of result in associated undertakings 14   4,223   2,428   1,980  
Impairment losses 10   (40,900 ) (23,515 ) (475 )
Other income and expense     26   15    








 
Operating (loss)/profit 3,4   (24,496 ) (14,084 ) 7,878  
Non-operating income and expense     (3 ) (2 ) (7 )
Investment income 5   614   353   294  
Financing costs 5   (1,948 ) (1,120 ) (880 )








 
(Loss)/profit before taxation     (25,833 ) (14,853 ) 7,285  
Tax on (loss)/profit 6   (4,140 ) (2,380 ) (1,869 )








 
(Loss)/profit for the financial year from continuing operations     (29,973 ) (17,233 ) 5,416  
(Loss)/profit for the financial year from discontinued operations 29   (7,980 ) (4,588 ) 1,102  








 
(Loss)/profit for the financial year     (37,953 ) (21,821 ) 6,518  








 
Attributable to:                
Equity shareholders     (38,118 ) (21,916 ) 6,410  
Minority interests     165   95   108  








 
      (37,953 ) (21,821 ) 6,518  








 
                 
(Loss)/earnings per share                
From continuing operations:                
Basic 8   (48.11 (27.66 )p 8.12 p
Diluted 8   (48.11 (27.66 )p 8.09 p
                 
From continuing and discontinued operations:                
Basic 8   (60.89 (35.01 )p 9.68 p
Diluted 8   (60.89 (35.01 )p 9.65 p








 

Consolidated Statement of Recognised Income and Expense
for the years ended 31 March

      2006   2006   2005  
  Note   $m   £m   £m  








 
Gains on revaluation of available-for-sale investments, net of tax     1,226   705   106  
Exchange differences on translation of foreign operations     2,599   1,494   1,488  
Actuarial losses on defined benefit pension schemes, net of tax     (52 ) (30 ) (79 )
Asset revaluation surplus 28   195   112    
Transfer to the income statement on disposal of foreign operations     63   36    








 
Net income recognised directly in equity     4,031   2,317   1,515  
(Loss)/profit for the financial year     (37,953 ) (21,821 ) 6,518  








 
Total recognised income and expense relating to the year     (33,922 ) (19,504 ) 8,033  








 
Attributable to:                
Equity shareholders     (34,101 ) (19,607 ) 7,958  
Minority interests     179   103   75  








 
      (33,922 ) (19,504 ) 8,033  








 

The accompanying notes are an integral part of these Consolidated Financial Statements.

The unaudited US dollar amounts are prepared on the basis set out in note 1.

 

72 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Consolidated Balance Sheet at 31 March

      2006   2006   2005  
  Note   $m   £m   £m  








 
Non-current assets                
Goodwill 9   91,497   52,606   80,999  
Other intangible assets 9   28,719   16,512   16,149  
Property, plant and equipment 11   23,759   13,660   17,442  
Investments in associated undertakings 14   40,346   23,197   20,234  
Other investments 15   3,686   2,119   1,181  
Deferred tax assets 6   244   140   1,184  
Post employment benefits 25   33   19   12  
Trade and other receivables 17   628   361   585  








 
      188,912   108,614   137,786  








 
Current assets                
Inventory 16   517   297   440  
Taxation recoverable     14   8   38  
Trade and other receivables 17   7,718   4,438   5,164  
Cash and cash equivalents 18   4,851   2,789   3,769  








 
      13,100   7,532   9,411  








 
Assets included in disposal group held for sale 29   18,423   10,592    








 
Total assets     220,435   126,738   147,197  








 
Equity                
Called up share capital 19   7,244   4,165   4,286  
Share premium account 21   91,216   52,444   52,284  
Own shares held 21   (14,259)   (8,198)   (5,121 )
Additional paid-in capital 21   174,194   100,152   100,081  
Capital redemption reserve 21   223   128    
Accumulated other recognised income and expense 22   7,114   4,090   1,781  
Retained losses 23   (117,152)   (67,356)   (39,511 )








 
Total equity shareholders’ funds     148,580   85,425   113,800  
                 
Minority interests     (197)   (113)   (152 )








 
Total equity     148,383   85,312   113,648  








 
Non-current liabilities                
Long-term borrowings 24   29,133   16,750   13,190  
Deferred tax liabilities 6   9,862   5,670   4,849  
Post employment benefits 25   209   120   136  
Provisions for liabilities and charges 26   461   265   319  
Trade and other payables 27   984   566   438  








 
      40,649   23,371   18,932  








 
Current liabilities                
Short-term borrowings:                
    Third parties 24   5,340   3,070   861  
    Related parties 24   657   378   1,142  
Current taxation liabilities     7,736   4,448   4,353  
Trade and other payables 27   13,005   7,477   8,033  
Provisions for liabilities and charges 26   242   139   228  








 
      26,980   15,512   14,617  








 
Liabilities included in disposal group held for sale 29   4,423   2,543    








 
Total equity and liabilities     220,435   126,738   147,197  








 

The Consolidated Financial Statements were approved by the Board of directors on 30 May 2006 and were signed on its behalf by:

Arun Sarin
Chief Executive
Andy Halford
Chief Financial Officer

The accompanying notes are an integral part of these Consolidated Financial Statements. The unaudited US dollar amounts are prepared on the basis set out in note 1.

 

Vodafone Group Plc Annual Report 2006 73

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Consolidated Cash Flow Statement for the years ended 31 March

      2006   2006   2005  
  Note   $m   £m   £m  








 
Net cash flows from operating activities 29, 32   20,595   11,841   10,979  








 
Cash flows from investing activities                  
Purchase of interests in subsidiary undertakings and joint ventures, net of cash acquired     (7,280 ) (4,186 ) (2,461 )
Disposal of interests in subsidiary undertakings, net of cash disposed     1,042   599   444  
Purchase of intangible assets     (1,200 ) (690 ) (699 )
Purchase of property, plant and equipment     (7,794 ) (4,481 ) (4,279 )
Disposal of property, plant and equipment     45   26   68  
Purchase of investments     (99 ) (57 ) (19 )
Disposal of investments       2   1   22  
Loans to businesses sold or acquired businesses held for sale           110  
Dividends received from associated undertakings     1,452   835   1,896  
Dividends received from investments     71   41   19  
Interest received     555   319   339  








 
Net cash flows from investing activities 29   (13,206 ) (7,593 ) (4,560 )








 
Cash flows from financing activities                  
Issue of ordinary share capital and reissue of treasury shares     619   356   115  
Net movement in short-term borrowings     1,231   708    
Proceeds from the issue of long-term borrowings     9,142   5,256    
Repayment of borrowings     (2,385 ) (1,371 ) (1,824 )
Loans repaid to associated undertakings     (82 ) (47 ) (2 )
Purchase of treasury shares     (11,230 ) (6,457 ) (4,053 )
Equity dividends paid     (4,781 ) (2,749 ) (1,991 )
Dividends paid to minority shareholders in subsidiary undertakings     (89 ) (51 ) (32 )
Interest paid     (1,254 ) (721 ) (744 )








 
Net cash flows from financing activities 29   (8,829 ) (5,076 ) (8,531 )








 
Net decrease in cash and cash equivalents     (1,440 ) (828 ) (2,112 )
Cash and cash equivalents at beginning of the financial year 18   6,481   3,726   5,809  
Exchange gains on cash and cash equivalents     59   34   29  








 
Cash and cash equivalents at end of the financial year 18   5,100   2,932   3,726  








 

The accompanying notes are an integral part of these Consolidated Financial Statements.

The unaudited US dollar amounts are prepared on the basis set out in note 1.

 

74 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Notes to the Consolidated Financial Statements

 

1.     Basis of preparation
The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) (including International Accounting Standards (“IAS”) and interpretations issued by the International Accounting Standards Board (“IASB”) and its committees, and as interpreted by any regulatory bodies applicable to the Group as adopted for use in the European Union (“EU”), the Companies Act 1985 and Article 4 of the IAS Regulations. The Consolidated Financial Statements have been prepared in accordance with IFRS, which differs in certain material respects from US generally accepted accounting principles (“US GAAP”) – see note 38.

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. For a discussion on the Group’s critical accounting estimates see “Performance – Critical Accounting Estimates” elsewhere in this Annual Report. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Certain amounts in relation to the previous financial year have been reclassified to conform presentation with the requirements of IFRS.

Amounts in the Consolidated Financial Statements are stated in pounds sterling (£), the currency of the country in which the Company is incorporated. The translation into US dollars of the Consolidated Financial Statements as of, and for the financial year ended, 31 March 2006, is for convenience only and has been made at the Noon Buying Rate for cable transfers as announced by the Federal Reserve Bank of New York for customs purposes on 31 March 2006. This rate was $1.7393: £1. This translation should not be construed as a representation that the sterling amounts actually represented have been, or could be, converted into dollars at this or any other rate.

2.     Significant accounting policies
The Group’s significant accounting policies are described below.

Accounting convention
The Consolidated Financial Statements are prepared on a historical cost basis except for certain financial and equity instruments that have been measured at fair value.

Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of the Company and entities controlled, both unilaterally and jointly, by the Company.

Accounting for subsidiaries
A subsidiary is an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Minority interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Minority interests consist of the amount of those interests at the date of the original business combination and the minority’s share of changes in equity since the date of the combination. Losses applicable to the minority in excess of the minority’s share of changes in equity are allocated against the interests of the Group except to the extent that the minority has a binding obligation and is able to make an additional investment to cover the losses.

Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable assets and liabilities are recognised at their fair values at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

The interest of minority shareholders in the acquiree is initially measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Previously held identifiable assets, liabilities and contingent liabilities of the acquired entity are revalued to their fair value at the date of acquisition, being the date at which the Group achieves control of the acquiree. The movement in fair value is taken to the asset revaluation surplus.

Interests in joint ventures
A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.

The Group reports its interests in jointly controlled entities using proportionate consolidation. The Group’s share of the assets, liabilities, income, expenses and cash flows of jointly controlled entities are combined with the equivalent items in the results on a line-by-line basis.

Any goodwill arising on the acquisition of the Group’s interest in a jointly controlled entity is accounted for in accordance with the Group’s accounting policy for goodwill arising on the acquisition of a subsidiary.

Investments in associates
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in the Consolidated Financial Statements using the equity method of accounting. Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the associate, less any impairment in the value of the investment. Losses of an associate in excess of the Group’s interest in that associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Group’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment.

The licences of the Group’s associated undertaking in the US, Verizon Wireless, are indefinite lived assets as they are subject to perfunctory renewal. Accordingly they are not subject to amortisation but are tested annually for impairment, or when indicators exist that the carrying value is not recoverable.

Intangible assets
Goodwill
Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each balance sheet date.

Goodwill is not subject to amortisation but is tested for impairment.

Negative goodwill arising on an acquisition is recognised directly in the income statement.

On disposal of a subsidiary or a jointly controlled entity, the attributable amount of goodwill is included in the determination of the profit or loss recognised in the income statement on disposal.

Goodwill arising before the date of transition to IFRS, on 1 April 2004, has been retained at the previous UK GAAP amounts subject to being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent profit or loss on disposal.


 

Vodafone Group Plc Annual Report 2006 75

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Notes to the Consolidated Financial Statements
continued

2.     Significant accounting policies continued
Licence and spectrum fees
Licence and spectrum fees are stated at cost less accumulated amortisation. The amortisation periods range from 3 to 25 years and are determined primarily by reference to the unexpired licence period, the conditions for licence renewal and whether licences are dependent on specific technologies. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives from the commencement of service of the network.

Computer software
Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortised over their estimated useful lives, being 3 to 5 years.

Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include software development employee costs and directly attributable overheads.

Software integral to a related item of hardware equipment is accounted for as property, plant and equipment.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred.

Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from the Group’s development activity is recognised only if all of the following conditions are met:

an asset is created that can be separately identified;
it is probable that the asset created will generate future economic benefits; and
the development cost of the asset can be measured reliably.

Internally-generated intangible assets are amortised on a straight-line basis over their estimated useful lives. Where no internally-generated intangible asset can be recognised, development expenditure is charged to the income statement in the period in which it is incurred.

Other intangible assets
Other intangible assets with finite lives are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets from the date they are available for use. The estimated useful lives are as follows:

Brands 1 - 10 years
   
Customer bases 3 - 8 years

Property, plant and equipment
Land and buildings held for use are stated in the balance sheet at their cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

Assets in the course of construction are carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for their intended use.

Equipment, fixtures and fittings are stated at cost less accumulated depreciation and any accumulated impairment losses.

The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is charged so as to write off the cost or valuation of assets, other than land and properties under construction, using the straight-line method, over their estimated useful lives as follows:

Freehold buildings 25 - 50 years
   
Leasehold premises the term of the lease
   
Equipment, fixtures and fittings 3 - 10 years
   
Network infrastructure 3 - 25 years

Depreciation is not provided on freehold land.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, the term of the relevant lease.

The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

Impairment of assets
Indefinite lived assets
Goodwill and other assets that have an indefinite useful life are not subject to amortisation but are tested for impairment annually or whenever there is an indication that the asset may be impaired.

For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash-generating units. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

Property, plant and equipment and finite lived intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment and finite lived intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the income statement.

Disposal groups held for sale
Disposal groups held for sale are stated at the lower of carrying value and fair value less costs to sell.

Revenue
Group revenue comprises revenue of the Company and its subsidiary undertakings plus the Group’s share of the revenue of its joint ventures and excludes sales taxes and discounts.

Revenue from mobile telecommunications comprises amounts charged to customers in respect of monthly access charges, airtime usage, messaging, the provision of other mobile telecommunications services, including data services and information provision, fees for connecting users of other fixed line and mobile networks to the Group’s network, revenue from the sale of equipment, including handsets and revenue arising from Partner Market Agreements.

Access charges and airtime used by contract customers are invoiced and recorded as part of a periodic billing cycle and recognised as revenue over the related access period, with unbilled revenue resulting from services already provided from the billing cycle date to the end of each period accrued and unearned revenue from services provided in periods after each accounting period deferred. Revenue from the sale of prepaid credit is deferred until such time as the customer uses the airtime, or the credit expires.

Other revenue from mobile telecommunications primarily comprises equipment sales, which are recognised upon delivery to customers, and customer connection revenue. Customer connection revenue is recognised together with the related equipment revenue to the extent that the aggregate equipment and connection revenue does not exceed the fair value of the equipment delivered to the customer. Any customer connection revenue not recognised together with related equipment revenue is deferred and recognised over the period in which services are expected to be provided to the customer.


 

76 Vodafone Group Plc Annual Report 2006

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Revenue from data services and information provision is recognised when the Group has performed the related service and, depending on the nature of the service, is recognised either at the gross amount billed to the customer or the amount receivable by the Group as commission for facilitating the service.

Incentives are provided to customers in various forms and are usually offered on signing a new contract or as part of a promotional offering.

Where one-off incentives are provided on connection of a new customer or the upgrade of an existing customer, revenue representing the fair value of the incentive, relative to other deliverables provided to the customer as part of the same arrangement, is deferred and recognised in line with the Group’s performance of its obligations relating to the incentive.

For equipment sales made to intermediaries, revenue is recognised if the significant risks associated with the equipment are transferred to the intermediary and the intermediary has no general right of return. If the significant risks are not transferred, revenue recognition is deferred until sale of the handset to an end customer by the intermediary or the expiry of the right of return.

Intermediaries are incentivised by the Group to connect new customers and upgrade existing customers. Where such incentives are separable from the initial sale of equipment to an intermediary, the incentive is accounted for as an expense upon connection, or upgrade, of the customer.

Revenue from other businesses primarily comprises amounts charged to customers of the Group’s fixed line businesses, mainly in respect of access charges and line usage, invoiced and recorded as part of a periodic billing cycle .

Inventory
Inventory is stated at the lower of cost and net realisable value. Cost is determined on the basis of weighted average costs and comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the asset to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement.

Rentals payable under operating leases are charged to the income statement on a straight line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

Foreign currencies
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the income statement for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the income statement for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.

For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of entities with a functional currency other than sterling are expressed in sterling using exchange rates prevailing on the balance sheet date. Income and expense items and cash flows are translated at the average exchange rates for the period and exchange differences arising are recognised directly in equity. Such translation

differences are recognised in the income statement in the period in which a foreign operation is disposed of.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated accordingly.

In respect of all foreign operations, any exchange differences that have arisen before 1 April 2004, the date of transition to IFRS, are deemed to be nil and will be excluded from the determination of any subsequent profit or loss on disposal.

Borrowing costs
All borrowing costs are recognised in the income statement in the period in which they are incurred.

Post employment benefits
For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or liability on the balance sheet. The Group has early adopted the amendment to IAS 19, “Employee Benefits”, issued by the IASB on 16 December 2004 and applied it from 1 April 2004. Accordingly, actuarial gains and losses are taken to the statement of recognised income and expense. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of differences between the previous actuarial assumptions and what has actually occurred.

Other movements in the net surplus or deficit are recognised in the income statement, including the current service cost, any past service cost and the effect of any curtailment or settlements. The interest cost less the expected return on assets is also charged to the income statement. The amount charged to the income statement in respect of these plans is included within operating costs or in the Group's share of the results of equity accounted operations as appropriate.

The values attributed to plan liabilities are assessed in accordance with the advice of independent qualified actuaries.

The Group's contributions to defined contribution pension plans are charged to the income statement as they fall due.

Cumulative actuarial gains and losses as at 1 April 2004, the date of transition to IFRS, have been recognised in the balance sheet.

Taxation
Income tax expense represents the sum of the current tax payable and deferred tax.

Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group’s liability for current tax is calculated using UK and foreign tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the balance sheet date.

Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes


 

Vodafone Group Plc Annual Report 2006 77

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Notes to the Consolidated Financial Statements
continued

2.     Significant accounting policies continued
levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the tax is also recognised directly in equity.

Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Group’s balance sheet when the Group becomes a party to the contractual provisions of the instrument.

The Group has applied the requirements of IFRS to financial instruments for all periods presented and has not taken advantage of any exemptions available to first time adopters of IFRS in this respect. The Group has early adopted IFRS 7, “Financial Instruments: Disclosures”, amendments to IAS 39, “Financial Instruments: Recognition and Measurement” and IFRS 4, “Insurance Contracts”, regarding “Financial Guarantee Contracts” and amendments to IAS 39 regarding “The Fair Value Option” and “Cash Flow Hedge Accounting of Forecast Intragroup Transactions” and applied them from 1 April 2004.

Trade receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the receivable balances and historical experience. Individual trade receivables are written off when management deems them not to be collectible.

Investments
Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.

Investments are classified as either held for trading or available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity, determined using the weighted average costs method, is included in the net profit or loss for the period.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Trade payables
Trade payables are not interest bearing and are stated at their nominal value.

Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method, except where they are identified as a hedged item in a fair value hedge. Any difference between the proceeds net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing.

Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

Derivative financial instruments and hedge accounting
The Group’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates.

The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy. Changes in values of all derivatives of a financing nature are included within investment income and financing costs in the income statement. The Group does not use derivative financial instruments for speculative purposes.

Derivative financial instruments are initially measured at fair value on the contract date, and are subsequently re-measured to fair value at each reporting date. The Group designates certain derivatives as either:

hedges of the change of fair value of recognised assets and liabilities (“fair value hedges”); or
   
hedges of net investments in foreign operations.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting.

Fair value hedges
The Group’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest rate risk arising, principally, from capital market borrowings. The Group designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the income statement for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. The ineffective portion is recognised immediately in the income statement.

Net investment hedges
Exchange differences arising from the translation of the net investment in foreign operations are recognised directly in equity. Gains and losses on those hedging instruments designated as hedges of the net investments in foreign operations are recognised in equity to the extent that the hedging relationship is effective. These amounts are included in exchange differences on translation of foreign operations as stated in the statement of recognised income and expense. Any ineffectiveness is recognised immediately in the income statement for the period. Gains and losses accumulated in the translation reserve are included in the income statement when the foreign operation is disposed of. The Group has adopted the Amendments to IAS 21, “The Effect of Changes in Foreign Exchange Rates”, with effect from 1 April 2004, being the date of transition to IFRS for the Group.

Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be required to settle that obligation. Provisions are measured at the directors’ best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material.

Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured using a binomial pricing model which is calibrated using a Black-Scholes framework. The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Advertising costs
Expenditure on advertising is written off in the year in which it is incurred.


 

78 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

3.     Segmental analysis
The Group’s business is principally the supply of mobile telecommunications services and products. Primary segmental information is provided on the basis of geographic regions, being the basis on which the Group manages its worldwide interests. Other operations primarily comprise fixed line telecommunications businesses. The segmental analysis is provided for the Group’s continuing operations. Revenue is determined by location of assets, which is not materially different from revenue by location of customer. Inter-segment sales are charged at arms length prices.

                      Mobile telecommunications   Other operations   Group  
















 
 
 
                      Other   Common                  
  Germany     Italy     Spain     UK     US   mobile   functions   Total   Germany     Other        
  £m   £m   £m   £m   £m     £m   £m   £m   £m   £m   £m  






















 
31 March 2006                                            
Service revenue 5,394   4,170   3,615   4,568     8,530       26,277   1,320   19   27,616  
Equipment and other revenue 360   193   380   480     720       2,133       2,133  






















 
Segment revenue 5,754   4,363   3,995   5,048     9,250       28,410   1,320   19   29,749  
    Subsidiaries 5,754     3,995   5,048     7,812       22,609   1,320     23,929  
    Joint ventures   4,363         1,470       5,833     19   5,852  
    Less: intra-segment revenue           (32 )     (32 )     (32 )
Common functions                         145   145           145  
Inter-segment revenue (64 ) (44 ) (105 ) (65 )   (121 ) (19 ) (418 )     (418 )






















 
Net revenue 5,690   4,319   3,890   4,983     9,129   126   28,137   1,320   19   29,476  
Less: revenue between mobile and other operations (91 )         (1 )     (92 ) (34 )   (126 )






















 
Group revenue 5,599   4,319   3,890   4,983     9,128   126   28,045   1,286   19   29,350  






















 
Segment result (17,904 ) (1,928 ) 968   698     1,296       (16,870 ) 139   4   (16,727 )
    Subsidiaries (17,904 )   968   698     933       (15,305 ) 139     (15,166 )
    Joint ventures   (1,928 )       363       (1,565 )   4   (1,561 )
Common functions                         215   215           215  
Share of result in associated undertakings         1,732   712   8   2,452     (24 ) 2,428  






















 
Operating (loss)/profit (17,904 ) (1,928 ) 968   698   1,732   2,008   223   (14,203 ) 139   (20 ) (14,084 )
Non-operating income and expense                                         (2 )
Investment income                                         353  
Financing costs                                         (1,120 )






















 
Loss before taxation                                         (14,853 )
Tax on loss                                         (2,380 )






















 
Loss for the year from continuing operations                                         (17,233 )






















 
Operating loss (17,904 ) (1,928 ) 968   698   1,732   2,008   223   (14,203 ) 139   (20 ) (14,084 )
Add back:                                            
    Impairment losses 19,400   3,600         515     23,515       23,515  
    Non-recurring items related to acquisitions and disposals           (20 ) (12 ) (32 )     (32 )






















 
Adjusted operating profit 1,496   1,672   968   698   1,732   2,503   211   9,280   139   (20 ) 9,399  






















 
Non-current assets (1) 24,360   19,422   12,596   8,743     17,200   1,907   84,228   754   64   85,046  
Investment in associated undertakings         17,898   5,182   37   23,117     80   23,197  
Current assets (1) 669   888   443   743     1,555   79   4,377   266   13   4,656  






















 
Total segment assets (1) 25,029   20,310   13,039   9,486   17,898   23,937   2,023   111,722   1,020   157   112,899  
Unallocated non-current assets:                                            
    Deferred tax assets                                         140  
    Trade and other receivables                                         231  
Unallocated current assets:                                            
    Cash and cash equivalents                                         2,789  
    Trade and other receivables                                         79  
    Taxation recoverable                                         8  
    Assets included in disposal group for resale (3)                                         10,592  






















 
Total assets                                         126,738  






















 

 

Vodafone Group Plc Annual Report 2006 79

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Notes to the Consolidated Financial Statements
continued

3.   Segmental analysis continued

                      Mobile telecommunications   Other operations   Group  
















 


 
 
  Germany   Italy   Spain   UK   US   Other   Common   Total   Germany   Other      
                      mobile   functions                  
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m  






















 
Segment liabilities (1) (753 )   (1,370 )   (914 )   (827 )     (2,638 )   (1,458 )   (7,960 )   (362 )   (26 )   (8,348 )  
Unallocated liabilities:                                            
    Current taxation liabilities                                         (4,448 )  
    Deferred tax liabilities                                         (5,670 )  
    Trade and other payables                                         (219 )  
    Short-term borrowings                                         (3,448 )  
    Long-term borrowings                                         (16,750 )  
    Liabilities included in disposal group for resale (3)                                         (2,543 )  






















 
Total liabilities                                         (41,426 )  






















 
                                             
Other segment items:                                            
Capitalised fixed asset additions (2) 592   541   502   665     1,456   112   3,868   129   8   4,005  
Expenditure on other intangible assets   1     11     4     16       16  
Non-cash items:                                            
    Depreciation 653   398   281   486     1,113   6   2,937   140   2   3,079  
    Amortisation of intangible assets 514   190   114   438     186   183   1,625       1,625  
    Impairment of goodwill 19,400   3,600         515     23,515       23,515  
    Bad debt expense 39   5   41   9     64     158   10     168  
    Share-based payments 6   7   5   18     17   54   107   2     109  






















 
Notes:                                            
(1) Excluding unallocated items.
(2) Includes additions to property, plant and equipment and computer software, included with intangible assets.
(3) See note 29 for information on discontinued operations.

 

80 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

                                          Continuing   Discontinued      
                      Mobile telecommunications   Other operations   operations   operations   Group  
















 


 
 
 
 
  Germany   Italy   Spain   UK   US   Other   Common   Total   Germany   Other              
                      mobile   functions                          
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m  


























 
31 March 2005                                                    
Service revenue 5,320   4,091   2,963   4,498     6,973       23,845   1,095     24,940   5,610      
Equipment and other revenue 364   182   298   567     664       2,075       2,075   1,786      
























     
Segment revenue 5,684   4,273   3,261   5,065     7,637       25,920   1,095     27,015   7,396      
    Subsidiaries 5,684     3,261   5,065     6,474       20,484   1,095     21,579   7,396      
    Joint ventures   4,273         1,184       5,457       5,457        
    Less: intra-segment revenue           (21 )       (21 )       (21 )        
Common functions                         123   123           123          
Inter-segment revenue (51 )   (36 )   (80 )   (47 )     (84 )   (5 )   (303 )       (303 )   (1 )      
























     
Net revenue 5,633   4,237   3,181   5,018     7,553   118   25,740   1,095     26,835   7,395      
Less: revenue between mobile and                                                    
    other operations (110 )             (1 )   (111 )   (46 )     (157 )        
























     
Group revenue 5,523   4,237   3,181   5,018     7,553   117   25,629   1,049     26,678   7,395      
























     
                                                     
Segment result 1,473   1,694   775   779     1,198       5,919   64     5,983   664      
    Subsidiaries 1,473     775   779     893       3,920   64     3,984   664      
    Joint ventures   1,694         305       1,999       1,999          
Common functions                         (85 )   (85 )           (85 )          
Share of result in associated undertakings         1,354   671       2,025     (45 )   1,980        
























     
Operating profit/(loss) 1,473   1,694   775   779   1,354   1,869   (85 )   7,859   64   (45 )   7,878   664      
Non-operating income and expense                                         (7 )   13      
Investment income                                         294   9      
Financing costs                                         (880 )   (20 )      
























     
Profit before taxation                                         7,285   666      
Tax on profit                                         (1,869 )   436      


























 
Profit for the financial year                                         5,416   1,102   6,518  


























 
                                                     
Operating profit/(loss) 1,473   1,694   775   779   1,354   1,869   (85 )   7,859   64   (45 )   7,878   664      
Add back:                                                    
    Impairment losses           475     475       475        
























     
Adjusted operating profit/(loss) 1,473   1,694   775   779   1,354   2,344   (85 )   8,334   64   (45 )   8,353   664      
























     
                                                     
Non-current assets (1) 44,101   22,768   12,288   9,014     12,443   884   101,498   752     102,250   13,754   116,004  
Investment in associated undertakings         15,039   5,096   33   20,168     66   20,234     20,234  
Current assets (1) 811   844   356   741     1,301   118   4,171   221     4,392   1,168   5,560  


























 
Total segment assets (1) 44,912   23,612   12,644   9,755   15,039   18,840   1,035   125,837   973   66   126,876   14,922   141,798  
Unallocated non-current assets:                                                    
    Deferred tax assets                                                 1,184  
    Trade and other receivables                                                 364  
Unallocated current assets:                                                    
    Cash and cash equivalents                                                 3,769  
    Trade and other receivables                                                 44  
    Taxation recoverable                                                 38  


























 
Total assets                                                 147,197  


























 

 

Vodafone Group Plc Annual Report 2006 81

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Notes to the Consolidated Financial Statements
continued

3.   Segmental analysis continued

                                          Continuing   Discontinued      
                      Mobile telecommunications   Other operations   operations   operations   Group  












 
 
 
 
 
  Germany   Italy   Spain   UK   US   Other   Common   Total   Germany   Other              
                      mobile   functions                          
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m  


























 
Segment liabilities (1) (848 )   (1,237 )   (735 )   (939 )     (2,295 )   (1,180 )   (7,234 )   (364 )     (7,598 )   (1,477 )   (9,075 )  
Unallocated liabilities:                                                    
    Current taxation liabilities                                                 (4,353 )  
    Deferred tax liabilities                                                 (4,849 )  
    Short-term borrowings                                                 (2,003 )  
    Long-term borrowings                                                 (13,190 )  
    Trade and other payables                                                 (79 )  


























 
Total liabilities                                                 (33,549 )  


























 
                                                     
Other segment items:                                                    
Capitalised fixed asset additions (2) 827   538   490   789     1,333   136   4,113   112     4,225   885      
Expenditure on other intangible assets   8         118     126       126        
Non-cash items:                                                    
    Depreciation 640   403   253   464     961   11   2,732   153     2,885   1,114      
    Amortisation of intangible assets 514   184   101   468     142   7   1,416       1,416   100      
    Impairment of goodwill           475     475       475        
    Bad debt expense 50   13   35   36     39     173   10     183   39      
    Share-based payments 3   4   2   15     11   94   129   1     130   7      
























     
Notes:                                                    
(1) Excluding unallocated items.
(2) Includes additions to property, plant and equipment and computer software, included with intangible assets.

 

82 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

4.     Operating (loss)/profit
Operating (loss)/profit has been arrived at after charging/(crediting):

  2006   2005  
  £m   £m  




 
Net foreign exchange gains   (10 )  
Depreciation of property, plant and equipment:        
    Owned assets 3,069   2,871  
    Leased assets 10   14  
Amortisation of intangible assets 1,625   1,416  
Impairment of goodwill 23,515   475  
Research and development expenditure 206   198  
Advertising costs 670   660  
Staff costs (see note 34) 2,310   2,185  
Operating lease rentals payable:        
    Plant and machinery 35   37  
    Other assets including fixed line rentals 933   873  
Loss on disposal of property, plant and equipment 69   68  
Own costs capitalised attributable to the construction or acquisition of property, plant and equipment (256 ) (250 )  




 

The total remuneration of the Group’s auditors, Deloitte & Touche LLP, and its affiliates for services provided to the Group’s subsidiary undertakings is analysed below:

  2006   2005  
  £m   £m  




 
Audit fees 4   4  
Audit-related fees:        
    Audit regulatory reporting 1    
    Due diligence reviews 1   1  
Tax fees 1   1  
Other fees 1   1  




 
  8   7  




 

The total remuneration includes £1 million (2005: £1 million) in respect of the Group’s discontinued operations in Japan.

In addition to the above, the Group’s joint ventures and associated undertakings paid fees totalling £2 million (2005: £2 million) and £4 million (2005: £5 million), respectively, to Deloitte & Touche LLP and its affiliates during the year.

A description of the work performed by the Audit Committee in order to safeguard auditor independence when non audit services are provided is set out in the Corporate Governance section on page 57. In the year ended 31 March 2006, the Audit Committee pre-approved all services.

 

Vodafone Group Plc Annual Report 2006 83

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Notes to the Consolidated Financial Statements
continued

5.   Investment income and financing costs

  2006   2005  
  £m   £m  




 
Investment income        
Available-for-sale investments:        
    Dividends received 41   19  
Loans and receivables 153   201  
Fair value adjustments recognised in the income statement:        
    Derivatives - foreign exchange contracts and interest rate futures 159   74  




 
  353   294  




 
Financing costs        
Items in hedge relationships:        
    Other loans 510   472  
    Interest rate swaps (118 ) (198 )  
    Dividends on redeemable preference shares 48    
    Fair value hedging instrument 213   231  
    Fair value of hedged item (186 ) (213 )  
Other financial liabilities held at amortised cost:        
    Bank loans and overdrafts 126   129  
    Other loans 78   68  
    Dividends on redeemable preference shares   46  
    Potential interest charge on settlement of tax issues 329   245  
Fair value adjustments recognised in the income statement:        
    Derivatives - forward starting swaps (48 ) 25  
    Equity put rights and similar arrangements (1) 161   67  
Finance leases 7   8  




 
  1,120   880  




 
Net financing costs 767   586  




 
Note:
(1) The fair value adjustments for equity put rights and similar arrangements relates to the Group’s arrangements with Telecom Egypt and it’s minority partners in the Group’s other operations in Germany. Further information is provided in “Options agreements and similar arrangements” on page 42.

 

84 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

6.     Taxation
(Loss)/profit before tax is split as follows:

  2006   2005  
  £m   £m  




 
United Kingdom profit before tax 491   765  
Overseas (loss)/profit before tax (15,344 ) 6,520  




 
Total (loss)/profit before tax (14,853 ) 7,285  




 
         
         
Income tax expense
Tax on (loss)/profit from continuing operations, as shown in the income statement, is as follows:
       
  2006   2005  
  £m   £m  




 
United Kingdom corporation tax expense/(income) at 30%:        
    Current year 169   339  
    Adjustments in respect of prior years (15 ) (79 )  




 
  154   260  




 
Overseas current tax expense/(income):        
    Current year 2,077   1,774  
    Adjustments in respect of prior years (418 ) (154 )  




 
  1,659   1,620  




 
Total current tax expense 1,813   1,880  




 
         
Deferred tax on origination and reversal of temporary differences:        
    United Kingdom deferred tax 444   234  
    Overseas deferred tax 123   (245 )  




 
Total deferred tax expense/(income) 567   (11 )  




 




 
Total tax on (loss)/profit from continuing operations 2,380   1,869  




 
         
Tax recognised directly in equity        
  2006   2005  
  £m   £m  




 
Current tax credit (6 ) (10 )  
Deferred tax credit (11 ) (35 )  




 
Total tax credited directly to equity (17 ) (45 )  




 
         

Factors affecting tax expense for the year
The table below explains the differences between the expected tax expense on continuing operations, at the UK statutory tax rate of 30% for 2006 and 2005, and the Group’s total tax expense for each year. Further discussion of the current year tax expense can be found in the section titled “Performance – Operating Results – Group Overview – 2006 financial year compared to 2005 financial year – Taxation.”

  2006   2005  
  £m   £m  




 
(Loss)/profit before tax on continuing operations as shown in the income statement (14,853 )   7,285  




 
Expected tax (credit)/ charge on profit from continuing operations at UK statutory tax rate (4,456 )   2,186  
Effect of taxation of associated undertakings, reported within operating profit 133   134  
Non deductible impairment losses 7,055   143  




 
Expected tax charge at UK statutory rate on profit from continuing operations, before impairment losses and taxation of associates 2,732   2,463  
Effect of different statutory tax rates of overseas jurisdictions 411   433  
Other expenses not deductible for tax purposes 299   367  
Deferred tax on overseas earnings (78 )   (66 )  
Effect of previously unrecognised temporary differences (71 )   (463 )  
Prior period adjustments (470 )   (417 )  
Exclude taxation of associated undertakings (443 )   (448 )  




 
Total tax expense on (loss)/profit from continuing operations 2,380   1,869  




 

 

Vodafone Group Plc Annual Report 2006 85

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Notes to the Consolidated Financial Statements
continued

6.   Taxation continued
Deferred tax

Analysis of movements in net deferred tax balance during the year:

  2006  
  £m  


 
1 April 2005 (3,665 )
Reclassification as held for sale (717 )
Exchange movements (217 )
Charged to the income statement (567 )
Credited to the statement of recognised income and expense 8  
Acquisitions and disposals (372 )


 
31 March 2006 (5,530 )


 

Deferred tax assets and liabilities in respect of continuing operations, before offset of balances within countries, are as follows:

              Net recognised   Amount credited  
          Less:   deferred tax   /(charged) in  
  Gross deferred   Gross deferred   amounts   asset/   income  
  tax asset   tax liability   unrecognised   (liability)   statement  
  £m   £m   £m   £m   £m  










 
Accelerated tax depreciation 155   (1,702 ) (48 ) (1,595 ) (91 )
Accelerated tax depreciation 155   (1,702 ) (48 ) (1,595 ) (91 )
Tax losses 9,565     (9,191 ) 374   (85 )
Deferred tax on overseas earnings   (4,025 )   (4,025 ) (318 )
Other short term timing differences 4,073   (1,418 ) (2,939 ) (284 ) (73 )










 
31 March 2006 13,793   (7,145 ) (12,178 ) (5,530 ) (567 )










 
       
Analysed in the balance sheet, after offset of balances within countries, as: £m    


   
Deferred tax asset 140    
Deferred tax liability (5,670 )  


   
  (5,530 )  


   
                     
              Net recognised   Amount credited  
          Less:   deferred tax   /(charged) in  
  Gross deferred   Gross deferred   amounts   asset/   income  
  tax asset   tax liability   unrecognised   (liability)   statement  
  £m   £m   £m   £m   £m  










 
Accelerated tax depreciation 293   (1,604 ) (20 ) (1,331 ) (175 )
Tax losses 8,248     (7,370 ) 878   69  
Deferred tax on overseas earnings   (3,427 )   (3,427 ) (245 )
Other short term timing differences 5,017   (1,065 ) (3,737 ) 215   362  










 
31 March 2005 13,558   (6,096 ) (11,127 ) (3,665 ) 11  










 
       
Analysed in the balance sheet, after offset of balances within countries, as: £m    


   
Deferred tax asset 1,184    
Deferred tax liability (4,849 )  


   
  (3,665 )  


   

Deferred tax balances at 31 March 2005 above are inclusive of discontinued operations. The amounts reported for the 2005 income statement are for continuing operations. Further deferred tax credits of £35 million for accelerated tax depreciation, £433 million tax losses and £103 million other short term timing differences are included within amounts related to discontinued operations in the 2005 income statement.

Factors affecting the tax charge in future years
Factors that may affect the Group’s future tax charge include one-off restructuring benefits, the resolution of open issues, future planning opportunities, corporate acquisitions and disposals, changes in tax legislation and rates, and the use of brought forward tax losses.

In particular, the Group’s subsidiary Vodafone 2 is responding to an enquiry by HM Revenue & Customs (“HMRC”) with regard to the UK tax treatment of one of its Luxembourg holding companies under the controlled foreign companies (“CFC”) rules. Further details in relation to this enquiry are included in note 31 “Contingent Liabilities”. At 31 March 2006, the Group holds provisions of £1,822 million tax and £276 million interest in respect of the potential UK tax liability that may arise from this enquiry (2005: £1,600 million tax and £157 million interest). Management considers these amounts are sufficient to settle any assessments that may result from the enquiry. However, the amount ultimately paid may differ materially from the amount accrued and, therefore, could affect the overall profitability of the Group in future periods. In the absence of any material unexpected developments, the provisions are likely to be reassessed when the views of the European Court of Justice become known.

 

86 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

At 31 March 2006, the gross amount and expiry dates of losses available for carry forward are as follows:

  Expiring within          
  5 years   Unlimited   Total  
  £m   £m   £m  






 
Losses for which a deferred tax asset is recognised 1   1,451   1,452  
Losses for which no deferred tax is recognised 172   31,331   31,503  






 
  173   32,782   32,955  






 

Included above are losses amounting to £1,939 million (2005: £1,870 million) in respect of UK subsidiaries which are only available for offset against future capital gains and since it is uncertain whether these losses will be utilised, no deferred tax asset has been recognised.

The losses above also include £27,545 million (2005 £20,898 million) that have arisen in overseas holding companies as a result of revaluations of those companies’ investments for local GAAP purposes. Since it is uncertain whether these losses will be utilised no deferred tax asset has been recognised.

In addition to the losses described above, the Group has potential tax losses of £35,250 million (2005: £34,674 million) in respect of a write down in the value of investments in Germany. These losses have to date been denied by the German tax authorities. Vodafone is in continuing discussions with them regarding the availability of the losses, however the outcome of these discussions and the timing of the resolution are not yet known. The Group has not recognised the availability of the losses, nor the income statement benefit arising from them, due to this uncertainty. If upon resolution a benefit is recognised, it may impact both the amount of current income taxes provided since the date of initial deduction and the amount of the benefit from tax losses the Group will recognise. The recognition of these benefits could affect the overall profitability of the Group in future periods.

The Group holds provisions in respect of deferred taxation that would arise if temporary differences on investments in subsidiaries, associates and interests in joint ventures were to be realised after the balance sheet date. No deferred tax liability has been recognised in respect of a further £23,038 million (2005: £15,060 million) of unremitted earnings of subsidiaries, associates and joint ventures because the Group is in a position to control the timing of the reversal of the temporary difference and it is probable that such differences will not reverse in the foreseeable future.

7.   Equity dividends

  2006   2005  
  £m   £m  




 
Declared and paid during the financial year:        
Final dividend for the year ended 31 March 2005: 2.16 pence per share        
(2004: 1.078 pence per share) 1,386   728  
Interim dividend for the year ended 31 March 2006: 2.20 pence per share        
(2005: 1.91 pence per share) 1,367   1,263  




 
  2,753   1,991  




 
         
Proposed or declared after the balance sheet date and not recognised as a liability:        
Final dividend for the year ended 31 March 2006: 3.87 pence per share        
(2005: 2.16 pence per share) 2,327   1,386  




 

 

Vodafone Group Plc Annual Report 2006 87

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Notes to the Consolidated Financial Statements
continued

8.     (Loss)/earnings per share

  2006   2005  
  Millions   Millions  




 
Weighted average number of shares for basic (loss)/earnings per share 62,607   66,196  
Effect of dilutive potential shares: restricted shares and share options   231  




 
Weighted average number of shares for diluted (loss)/earnings per share 62,607   66,427  




 
         
  £m   £m  




 
(Loss)/earnings for basic and diluted earnings per share        
Continuing operations (17,318 ) 5,375  
Discontinued operations (4,598 ) 1,035  




 
Total (21,916 ) 6,410  




 
         
  Pence per share   Pence per share  




 
(Loss)/earnings per share from continuing operations:        
Basic (loss)/earnings per share (27.66 ) 8.12  
Diluted (loss)/earnings per share (2) (27.66 ) 8.09  
         
(Loss)/earnings per share from continuing and discontinued operations (1) :        
Basic (loss)/earnings per share (35.01 ) 9.68  
Diluted (loss)/earnings per share (2) (35.01 ) 9.65  




 
         
  £m   £m  




 
Basic and diluted (loss)/earnings per share for continuing operations is stated inclusive of the following items:        
Impairment losses (note 10) (23,515 ) (475 )
Other income and expense 15    
Share of associated undertakings non-operating income (note 14) 17    
Non-operating income and expense (2 ) (7 )
Changes in fair value of equity put rights and similar arrangements (note 5) (3) (161 ) (67 )
Tax on the above items   (3 )




 
         
  Pence per share   Pence per share  




 
Impairment losses (37.56 ) (0.72 )
Other income and expense 0.02    
Share of associated undertakings non-operating income 0.03    
Non-operating income and expense   (0.01 )
Changes in fair value of equity put rights and similar arrangements (3) (0.26 ) (0.10 )
Tax on the above items    




 
Notes:
(1) See note 29 for further information on discontinued operations including the per share effect of discontinued operations.
(2) In the year ended 31 March 2006, 183 million shares have been excluded from the calculation of diluted loss per share as they are anti dilutive.
(3) Comprises the fair value movement in relation to the potential put rights held by Telecom Egypt over its 25.5% interest in Vodafone Egypt and the fair value of a financial liability in relation to the minority partners of Arcor, the Group’s non-mobile operation in Germany.
Following the sale of 16.9% of Vodafone Egypt to Telecom Egypt, the Group signed a shareholder agreement with Telecom Egypt setting out the basis under which the Group and Telecom Egypt would each contribute a 25.5% interest in Vodafone Egypt to a newly formed company to be 50% owned by each party. Within this shareholder agreement, Telecom Egypt was granted a put option over its entire interest in Vodafone Egypt giving Telecom Egypt the right to put its shares back to the Group at deemed fair value. In the 2006 financial year, the shareholder agreement between Telecom Egypt and Vodafone expired and the associated rights and obligations contained in the shareholder agreement terminated, including the aforementioned put option. However, the original shareholders agreement contained an obligation on both parties to use reasonable efforts to renegotiate a revised shareholder agreement for their direct shareholding in Vodafone Egypt on substantially the same terms as the original agreement, which may or may not lead to a new agreement containing a put option under the terms described above. As of 31 March 2006, the parties have not agreed to abandon such efforts and as such the financial liability relating to the initial shareholder agreement has been retained in the Group’s balance sheet as at 31 March 2006. Fair value movements are determined by the reference to the quoted share price of Vodafone Egypt. For the year ended 31 March 2006, a charge of £105 million was recognised.
The capital structure of Arcor provides all partners, including Vodafone, the right to withdraw capital from 31 December 2026 onwards and this right in relation to the minority partner has been recognised as a financial liability. Fair value movements are determined by reference to a calculation of enterprise value of the partnership. For the year ended 31 March 2006, a charge of £56 million was recognised.
The valuation of these financial liabilities is inherently unpredictable and changes in the fair value could have a material impact on the future results and financial position of Vodafone.

 

88 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

9.   Intangible assets

                     
      Licences and   Computer          
  Goodwill   spectrum fees   software   Other   Total  
  £m   £m   £m   £m   £m  










 
Cost:                    
1 April 2004 78,753   15,178   2,432     96,363  
Exchange movements 1,519   254   39   (5 )   1,807  
Arising on acquisition 1,239   229     654   2,122  
Additions   126   528     654  
Disposals (37 )     (35 )     (72 )










 
31 March 2005 81,474   15,787   2,964   649   100,874  
Reclassification as held for sale (8,295 )   (214 )   (36 )   (620 )   (9,165 )










 
  73,179   15,573   2,928   29   91,709  
Exchange movements 1,291   216   51   22   1,580  
Arising on acquisition 2,802   1,196   20   699   4,717  
Additions   6   616   10   632  
Disposals (1,142 )   (43 ) (5 ) (1,190 )










 
31 March 2006 76,130   16,991   3,572   755   97,448  










 
                     
Accumulated impairment losses and amortisation:                    
1 April 2004   361   1,378     1,739  
Exchange movements   12   21   (2 )   31  
Amortisation charge for the year (1)   926   494   96   1,516  
Impairment losses 475         475  
Disposals     (35 )     (35 )










 
31 March 2005 475   1,299   1,858   94   3,726  
Reclassification as held for sale   (8 )   (7 )   (90 )   (105 )










 
  475   1,291   1,851   4   3,621  
Exchange movements 513   38   33   4   588  
Amortisation charge for the year   1,030   493   102   1,625  
Impairment losses 23,515         23,515  
Disposals (979 )   (38 ) (2 ) (1,019 )










 
31 March 2006 23,524   2,359   2,339   108   28,330  










 
                     
Net book value:                    
31 March 2006 52,606   14,632   1,233   647   69,118  










 
31 March 2005 80,999   14,488   1,106   555   97,148  










 
Note:
(1) The amortisation charge for the year includes £100 million in relation to discontinued operations

The net book value at 31 March 2006 and expiry dates of the most significant purchased licences, are as follows:

      2006  
  Expiry date   £m  




 
Germany December 2020   5,165  
UK December 2021   5,245  




 

 

Vodafone Group Plc Annual Report 2006 89

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Notes to the Consolidated Financial Statements
continued

9.    Intangible assets   continued
Goodwill, analysed by reportable segment, is as follows:

                      Other   Other      
                      mobile   operations      
  Germany   Italy   Japan   Spain   UK   operations   Germany   Total  
  £m   £m   £m   £m   £m   £m   £m   £m  
















 
Cost:                                
1 April 2004 34,824   19,291   7,523   10,125   713   6,237   40   78,753  
Exchange movements 941   521   (428 )   274     210   1   1,519  
Arising on acquisition     1,200       39     1,239  
Disposals           (37 )   (37 )
















 
31 March 2005 35,765   19,812   8,295   10,399   713   6,449   41   81,474  
Reclassification as held for sale     (8,295   )         (8,295 )
















 
  35,765   19,812     10,399   713   6,449   41   73,179  
Exchange movements 595   330     172     192   2   1,291  
Arising on acquisition   15       3   2,784     2,802  
Disposals           (1,142 )     (1,142 )
















 
31 March 2006 36,360   20,157     10,571   716   8,283   43   76,130  
















 
                                 
Accumulated impairment losses:                                
1 April 2004                
Impairment losses           475     475  
















 
31 March 2005           475     475  
Exchange movements 442   82         (11 )   513  
Impairment losses 19,400   3,600         515     23,515  
Disposals           (979 )   (979 )
















 
31 March 2006 19,842   3,682             23,524  
















 
                                 
Net book value:                                
31 March 2006 16,518   16,475     10,571   716   8,283   43   52,606  
















 
31 March 2005 35,765   19,812   8,295   10,399   713   5,974   41   80,999  
















 

 

90

Vodafone Group Plc Annual Report 2006

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  Financials
   

 

10.   Impairment
The following cash-generating units, being the lowest level of asset for which there are separately identifiable cash flows, have carrying amounts of goodwill that are considered significant in comparison with the Group’s total goodwill balance:

  2006   2005  
  £m   £m  




 
Germany 16,518   35,765  
Italy 16,475   19,812  
Spain 10,571   10,399  
Japan (1)   8,295  




 
  43,564   74,271  
Multiple units without significant goodwill 9,042   6,728  




 
  52,606   80,999  




 
Note:
(1) Goodwill of £8,295 million relating to the Group’s mobile operations in Japan has been reclassified to assets included in the disposal group held for sale, following the Group’s announcement of its intention to dispose of its operations in Japan on 17   March 2006.

In accordance with accounting standards, the Group undertakes an annual test for impairment of its cash generating units. The most recent test was undertaken at 31 January 2006. The tests in the years ended 31 March 2006 and 2005 were based on value in use calculations.

Impairment losses
The impairment losses recognised in the income statement, as a separate line item within operating profit, in respect of goodwill are as follows:

  2006   2005  
  £m   £m  




 
Germany 19,400    
Italy 3,600    
Other Mobile Operations – Sweden 515   475  




 
  23,515   475  




 

Germany and Italy
The carrying value of goodwill of the Group’s mobile operations in Germany and Italy, with each representing a reportable segment, has been impaired due to Vodafone having revised its view of longer term trends for these businesses given certain developments in the current market environment.

The German market has seen recent intensification in price competition, principally from new market entrants, together with high levels of penetration and continued regulated reductions in incoming call rates.

In Italy, competitive pressures are increasing with the mobile network operators competing aggressively on subsidies and, increasingly, on price.

The impairment losses were determined as part of the annual test for impairment and were based on value in use calculations using the pre-tax risk adjusted discount rates disclosed on page 92.

Sweden
The impairment of the carrying value of goodwill of the Group’s mobile operation in Sweden in the years ended 31 March 2006 and 2005 resulted from fierce competition in the Swedish market combined with onerous 3G licence obligations. Vodafone Sweden forms part of the Group’s Other Mobile Operations, which is a reportable segment.

Prior to its disposal in the year in the year ended 31 March 2006, the carrying value of goodwill was tested for impairment at an interim date as increased competition provided an indicator that the goodwill may have been further impaired. The recoverable amount of the goodwill was determined as the fair value less costs to sell, reflecting the announcement on 31 October 2005 that the Group’s 100% interest in Vodafone Sweden was to be sold for 953 million (£653 million). The sale completed on 5 January 2006.

In the year ended 31 March 2005, the impairment was determined as part of the annual test for impairment and was based on value in use calculations. A pre-tax risk adjusted discount rate of 9.7% was used in the value in use calculation.

Key assumptions used in the value in use calculations
The Group prepares and internally approves formal ten year plans for its businesses. For the year ended 31 March 2005, the Group used these plans for its value in use calculations. The plans included cash flow projections for the mobile businesses which were expected to have growth rates in excess of the long-term average growth rates, beyond an initial five year period, for the markets in which they operate.

In the year ended 31 March 2006, the most recent management plans have shown that the need to reflect a differing growth profile beyond an initial five year period has diminished in a number of the Group’s key operating companies as the Group has revised its view of longer term trends. Accordingly, the directors believe it is now appropriate to use projections of five years for its value in use calculations, except in markets which are forecast to grow ahead of the long term growth rate for the market. At 31 March 2006, the value in use calculation for the Group’s joint venture in India used a ten year plan reflecting the low penetration of mobile telecommunications in the country and the expectation of strong revenue growth throughout the ten year plan.

 

Vodafone Group Plc Annual Report 2006 91

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Notes to the Consolidated Financial Statements
continued

10.   Impairment continued
The key assumptions used in determining the value in use are:

Assumption   How determined



Budgeted EBITDA Budgeted EBITDA, calculated as adjusted operating profit before depreciation and amortisation, has been based on past experience adjusted for the following:
     
  voice and messaging revenue is expected to benefit from increased usage from new customers, the introduction of new services and traffic moving from fixed networks to mobile networks, though these factors will be partially offset by increased competitor activity, which may result in price declines, and the trend of falling termination rates;
     
  non-messaging data revenue is expected to continue to grow strongly as the penetration of 3G enabled devices rises and new products and services are introduced; and
     
  margins are expected to be impacted by negative factors such as an increase in the cost of acquiring and retaining customers in increasingly competitive markets and the expectation of further termination rates cuts by regulators; and by positive factors such as the efficiencies expected from the implementation of One Vodafone initiatives.
   
Budgeted capital expenditure The cash flow forecasts for capital expenditure is based on past experience and includes the ongoing capital expenditure required to provide enhanced voice and data products and services and to meet the population coverage requirements of certain of the Group’s licences. Capital expenditure includes cash outflows for the purchase of property, plant and equipment and computer software.
   
Long term growth rate   For mobile businesses, a long term growth rate into perpetuity has been determined as the lower of:
     
  the nominal GDP rates for the country of operation; and
     
  the long term compound annual growth rate in EBITDA implied by the business plan.
   
  For non-mobile businesses, no growth is expected beyond management’s plans for the initial five year period.
   
Pre-tax risk adjusted discount rate The discount rate applied to the cash flows of each the Group’s operations is based on the risk free rate for ten year bonds issued by the government in the respective market, adjusted for a risk premium to reflect both the increased risk of investing in equities and the systematic risk of the specific Group operating company. In making this adjustment, inputs required are the equity market risk premium (that is the required increased return required over and above a risk free rate by an investor who is investing in the market as a whole) and the risk adjustment (“beta”) applied to reflect the risk of the specific Group operating company relative to the market as a whole.
   
  In determining the risk adjusted discount rate, management have applied an adjustment for the systematic risk to each of the Group’s operations determined using an average of the beta’s of comparable listed mobile telecommunications companies and, where available and appropriate, across a specific territory. Management have used a forward looking equity market risk premium that takes into consideration both studies by independent economists, the average equity market risk premium over the past ten years and the market risk premiums typically used by investment banks in evaluating acquisition proposals.

 
The following assumptions have been applied in the value in use calculations as follows:

  Pre-tax risk adjusted discount rate   Long term growth rate  
 


 


 
  2006   2005   2006   2005  
  %   %   %   %  








 
Germany 10.1   9.6   1.1   2.7  
Italy 10.1   9.2   1.5   4.1  
Spain 9.0   9.3   3.3   3.4  








 

Impact of a reasonably possible change in a key assumption
For those cash generating units, or the aggregate of cash generating units which are not individually significant, where a reasonably possible change in a key assumption would lead to an impairment loss, the following provides additional information on the sensitivity of such a change on the recoverable amount.

  Germany   Italy  
  £m   £m  




 
Amount by which recoverable amount exceeded the carrying value at 31 January 2006    




 
         
 
%
 
%
 




 
Key assumptions:        
Budgeted EBITDA (1) 0.3   (1.8 )
Budgeted capital expenditure (2) 9.3 to 9.0   13.4 to 8.5  




 
Notes:
(1) Compound annual growth rates in the initial five years of the Group’s approved financial plans.
(2) Range of capital expenditure as a percentage of revenue in the initial five years of the Group’s approved plans.

As noted above, there has been an impairment loss recognised in the year ended 31 March 2006 in respect of Germany and Italy, whose carrying values, therefore, equalled their respective recoverable amounts at 31 January 2006, the date of the Group’s annual impairment test. As a result, any adverse change in key assumption would cause a further impairment loss to be recognised.

 

92 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

11.   Property, plant and equipment

      Equipment,          
  Land and   fixtures and   Network      
  buildings   fittings   infrastructure   Total  
  £m   £m   £m   £m  








 
Cost:                
1 April 2004 1,193   3,893   22,759   27,845  
Exchange movements 8   38   (54 ) (8 )
Additions 125   1,393   3,064   4,582  
Disposals (23 )   (253 ) (368 )   (644 )








31 March 2005 1,303   5,071   25,401   31,775  
Reclassification as held for sale (209 )   (201 ) (7,599 ) (8,009 )








 
  1,094   4,870   17,802   23,766  
Exchange movements 11   199   252   462  
Arising on acquisition 3   404   492   899  
Additions 55   984   2,350   3,389  
Disposal of businesses (6 )   (111)   (820 ) (937  
Disposals (67 )   (257 )   (412 )   (736 )
Reclassifications 22   306   (328 )  








31 March 2006 1,112   6,395   19,336   26,843  








 
                 
Accumulated depreciation and impairment:                
1 April 2004 280   2,060   8,393   10,733  
Exchange movements 4   16   (6 )   14  
Charge for the year (1) 81   791   3,127   3,999  
Disposals (9 )   (204 )   (200 )   (413 )








 
31 March 2005 356   2,663   11,314   14,333  
Reclassification as held for sale (44 )   (101 )   (3,347 )   (3,492 )








 
  312   2,562   7,967   10,841  
Exchange movements 3   90   132   225  
Charge for the year 62   905   2,112   3,079  
Disposal of businesses (1 )   (75 ) (281 ) (357 )
Disposals (26 )   (243 )   (336 )   (605 )
Reclassifications 3   306   (309 )    








 
31 March 2006 353   3,545   9,285   13,183  








 
                 
Net book value:                
31 March 2006 759   2,850   10,051   13,660  








 
31 March 2005 947   2,408   14,087   17,442  








 
Note:  
(1) The depreciation charge for the year includes £1,114 million in relation to discontinued operations.

The net book value of equipment, fixtures and fittings and network infrastructure includes £2 million and £50 million, respectively (2005: £3 million and £118 million) in relation to assets held under finance leases (see note 24).

Included in the net book value of land and buildings, equipment, fixtures and fittings and network infrastructure are assets in the course of construction, which are not depreciated, with a cost of £30 million, £290 million and £677 million, respectively (2005: £15 million, £360 million and £837 million).

Borrowings of £426 million (2005: £327 million) have been secured against property, plant and equipment.

 

Vodafone Group Plc Annual Report 2006 93

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Notes to the Consolidated Financial Statements
continued

12.   Principal subsidiary undertakings
At 31 March 2006, the Company had the following subsidiary undertakings carrying on businesses which principally affect the profits and assets of the Group. They have the same year end date as the Company, unless otherwise stated, and have been included in the Consolidated Financial Statements.

Unless otherwise stated, the Company’s principal subsidiary undertakings all have share capital consisting solely of ordinary shares and are indirectly held. The country of incorporation or registration of all subsidiary undertakings is also their principal place of operation.

    Country of    
    incorporation Percentage (1)
Name Principal activity or registration shareholdings  




 
Arcor AG & Co. KG (2) Fixed line operator Germany 73.7  
Vodafone Albania Sh.A. (3) Mobile network operator Albania 99.9  
Vodafone Americas Inc. (4) Holding company USA 100.0  
Vodafone Czech Republic a.s. (5) Mobile network operator Czech Republic 100.0  
Vodafone D2 GmbH Mobile network operator Germany 100.0  
Vodafone Egypt Telecommunications S.A.E. Mobile network operator Egypt 50.1  
Vodafone Espana S.A. Mobile network operator Spain 100.0  
Vodafone Europe B.V. Holding company Netherlands 100.0  
Vodafone Group Services Limited (6) Global products and services provider England 100.0  
Vodafone Holding GmbH (3) Holding company Germany 100.0  
Vodafone Holdings Europe S.L. Holding company Spain 100.0  
Vodafone Hungary Mobile Telecommunications Limited Mobile network operator Hungary 100.0  
Vodafone International Holdings B.V. Holding company Netherlands 100.0  
Vodafone Investments Luxembourg S.a.r.l. Holding company Luxembourg 100.0  
Vodafone Ireland Limited Mobile network operator Ireland 100.0  
Vodafone K.K. (7) Mobile network operator Japan 97.7  
Vodafone Libertel N.V. Mobile network operator Netherlands 99.9  
Vodafone Limited Mobile network operator England 100.0  
Vodafone Malta Limited Mobile network operator Malta 100.0  
Vodafone Marketing S.a.r.l. Provider of Partner Network services Luxembourg 100.0  
Vodafone Network Pty Limited Mobile network operator Australia 100.0  
Vodafone New Zealand Limited Mobile network operator New Zealand 100.0  
Vodafone-Panafon Hellenic Telecommunications Company S.A. Mobile network operator Greece 99.8  
Vodafone Portugal-Comunicações Pessoais, S.A. Mobile network operator Portugal 100.0  
Vodafone Romania S.A. (3)(8) Mobile network operator Romania 100.0  




 
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Arcor AG & Co. KG is a partnership and, accordingly, its share capital is comprised solely of partners’ capital rather than share capital.
(3) Vodafone Romania S.A., Vodafone Albania Sh.A. and Vodafone Holding GmbH have a 31 December year end. Accounts are drawn up to 31 March 2006 for inclusion in the Consolidated Financial Statements.
(4) Share capital consists of 597,379,729 ordinary shares and 1.65 million class D and E redeemable preference shares, of which 100% of the ordinary shares are held by the Group.
(5) On 1 February 2006, Oskar Mobil a.s. changed its name to Vodafone Czech Republic a.s.
(6) The entire issued share capital of Vodafone Group Services Limited is held directly by Vodafone Group Plc.
(7) On 27 April 2006, the Group disposed of its 97.7% interest in Vodafone K.K. to a wholly-owned subsidiary of SoftBank Corporation.
(8) On 18 April 2006, MobiFon S.A. changed its name to Vodafone Romania S.A.

 

94 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

13.   Investments in joint ventures
Principal joint ventures

Unless otherwise stated, the Company’s principal joint ventures all have share capital consisting solely of ordinary shares, which are indirectly held, and the country of incorporation or registration is also their principal place of operation. The accounts of the joint ventures are drawn up to 31 March 2006 for inclusion in the Consolidated Financial Statements. Summarised financial information of joint ventures is disclosed in note 37.

    Country of    
    incorporation Percentage (1)  
Name Principal activity or registration shareholdings  




 
Bharti Airtel Limited (2) Mobile network and fixed line operator India 10.0 (3)  
Polkomtel S.A. (4) Mobile network operator Poland 19.6  
Safaricom Limited (5) Mobile network operator Kenya 35.0 (3)  
Vodacom Group (Pty) Limited Holding company South Africa 50.0  
Vodafone Fiji Limited Mobile network operator Fiji 49.0 (3)  
Vodafone Omnitel N.V. (6) Mobile network operator Netherlands 76.9 (7)  




 
Notes:
(1) Rounded to nearest tenth of one percent.
(2) On 28 April 2006, Bharti Tele-Ventures Limited changed its name to Bharti Airtel Limited.
(3) The Group holds substantive participating rights which provide it with a veto over the significant financial and operating policies of these entities and which ensure it is able to exercise joint control over these entities with the respective majority shareholder.
(4) Latest statutory financial statements were drawn up to 31 December 2005.
(5) The Group also holds two non-voting shares.
(6) The principal place of operation of Vodafone Omnitel N.V. is Italy.
(7) The Group considered the existence of substantive participating rights held by the minority shareholder which provide that shareholder with a veto right over the significant financial and operating policies of Vodafone Omnitel N.V. and determined that, as a result of these rights, the Group does not have control over the financial and operating policies of Vodafone Omnitel N.V., despite the Group’s 76.9% ownership interest.

Effect of proportionate consolidation of joint ventures
The following presents, on a condensed basis, the effect of including joint ventures in the Consolidated Financial Statements using proportionate consolidation:

  2006   2005  
  £m   £m  




 
Revenue 5,756   5,423  
Cost of sales (2,832 )   (2,805 )  




 
Gross profit 2,924   2,618  
Selling and distribution expenses (251 )   (230 )  
Administrative expenses (634 )   (389 )  
Impairment losses (3,600 )    




 
Operating (loss)/profit (1,561 )   1,999  
Net financing costs 27   64  




 
(Loss)/profit before tax (1,534 )   2,063  
Tax on (loss)/profit (711 )   (782 )  




 
(Loss)/profit for the financial year (2,245 )   1,281  




 
         
Intangible assets 20,985   21,925  
Property, plant and equipment 2,506   1,951  
Other non-current assets 27   470  




 
Non-current assets 23,518   24,346  




 
         
Cash and cash equivalents 1,345   3,931  
Other current assets 1,148   1,013  




 
Current assets 2,493   4,944  




 
         
Total assets 26,011   29,290  




 
         
Current liabilities 2,059   1,583  
Other non-current liabilities 535   363  




 
  2,594   1,946  
Total equity shareholders’ funds 23,402   27,340  
Minority interests 15   4  




 
Total equity and liabilities 26,011   29,290  




 

 

Vodafone Group Plc Annual Report 2006 95

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Notes to the Consolidated Financial Statements
continued

14.   Investments in associated undertakings
The Company’s principal associated undertakings all have share capital consisting solely of ordinary shares, unless otherwise stated, and are all indirectly held. The country of incorporation or registration of all associated undertakings is also their principal place of operation. The accounts of the associated undertakings are drawn up to 31 March 2006 for inclusion in the Consolidated Financial Statements. The latest statutory financial statements of the associated undertakings were drawn up to 31 December 2005. Summarised financial information of associated undertakings is disclosed in note 37.

      Percentage (1)  
    Country of shareholding/  
    incorporation or partnership  
Name Principal activity registration interest  




 
Belgacom Mobile S.A. Mobile network operator Belgium 25.0  
Cellco Partnership (2) Mobile network operator USA 45.0  
Société Française du Radiotéléphone S.A. Mobile network and fixed line operator France 44.0  
Swisscom Mobile A.G. Mobile network operator Switzerland 25.0  




 
Notes:
(1) Rounded to nearest tenth of one percent.
(2) Cellco Partnership trades under the name Verizon Wireless. The registered or principal office of the partnership is 180 Washington Valley Road, Bedminster, New Jersey 07921, USA.

The Group’s share of the aggregated financial information of equity accounted associated undertakings is set out below:

  2006   2005  
  £m   £m  




 
Revenue 12,480   10,546  




 
Operating profit 3,133   2,668  
Non-operating income and expense 17    
Net interest (227 )   (197 )  
Tax on profit (443 )   (448 )  
Minority interest (52 )   (43 )  




 
Share of result in associated undertakings 2,428   1,980  




 
         
Non-current assets 29,055   25,739  
Current assets 2,183   2,331  




 
Share of total assets 31,238   28,070  




 
         
Non-current liabilities 4,141   2,476  
Current liabilities 3,468   4,938  
Minority interests 432   422  




 
Share of total liabilities 8,041   7,836  




 
Share of net assets in associated undertakings 23,197   20,234  




 

15.   Other investments
Other investments comprise the following, all of which are available-for-sale:

  2006   2005  
  £m   £m  




 
Listed securities:        
    Equity securities 1,938   1,117  
Unlisted securities:        
    Equity securities 7   16  
    Public debt and bonds 20   16  
    Cash held in restricted deposits 154   32  




 
  2,119   1,181  




 

The fair values of listed securities are based on quoted market prices, and include the Group’s 3.3% investment in China Mobile (Hong Kong) Limited, which is listed on the Hong Kong and New York stock exchanges and incorporated under the laws of Hong Kong. China Mobile (Hong Kong) Limited is a mobile network operator and its principal place of operation is China.

Unlisted equity securities are recorded at cost, as their fair values cannot be reliably measured as there is no active market upon which they are traded.

For all other unlisted securities, the carrying amount approximates the fair value.

The total unrealised gain in respect of listed securities was £1,080 million (2005: £330 million).

 

96 Vodafone Group Plc Annual Report 2006

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  Financials
   

16.   Inventory

  2006   2005  
  £m   £m  




 
Goods held for resale   297   440  




 

Inventory is reported net of allowances for obsolescence, an analysis of which is as follows:

  2006   2005  
  £m   £m  




 
At 1 April 121   189  
Transfer in respect of discontinued operations (40 )  
Exchange movements 1   (4 )  
Amounts charged/(credited) to the income statement 15   (64)  




 
At 31 March 97   121  




 

Cost of sales includes amounts related to inventory amounting to £3,662 million (2005: £3,205 million).

17.   Trade and other receivables

  2006   2005  
  £m   £m  




 
Included within non-current assets:        
Trade receivables 37   42  
Other receivables 28   113  
Prepayments and accrued income 65   66  
Derivative financial instruments 231   364  




 
  361   585  




 
         
Included within current assets:        
Trade receivables 2,462   2,802  
Amounts owed by associated undertakings 12   22  
Other receivables 399   396  
Prepayments and accrued income 1,486   1,900  
Derivative financial instruments 79   44  




 
  4,438   5,164  




 

The Group’s trade receivables are stated after allowances for bad and doubtful debts, an analysis of which is as follows:

  2006   2005  
  £m   £m  




 
At 1 April 474   441  
Transfer in respect of discontinued operations (41 )    
Exchange movements 4   5  
Amounts charged to administrative expenses 168   222  
Trade receivables written off (174 )   (194 )  




 
At 31 March 431   474  




 

Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base being large and unrelated. Due to this, the directors believe there is no further credit risk provision required in excess of the allowance for bad and doubtful debts.

The carrying amounts of trade and other receivables approximate their fair value. Trade and other receivables are predominantly non-interest bearing.

 

Vodafone Group Plc Annual Report 2006 97

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Notes to the Consolidated Financial Statements
continued

17.   Trade and other receivables continued
Included within “Derivative financial instruments” is the following:  
         
  2006     2005  
  £m     £m  





 
Fair value through the income statement:          
    Interest rate swaps 19      
    Foreign exchange swaps 30     42  
    Option contracts 1      
    Other derivatives     1  





 
  50     43  
Fair value hedges:          
    Interest rate swaps 260     365  





 
  310     408  





 

The fair values of these financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest and foreign currency rates prevailing at the year end.

18.   Cash and cash equivalents          
  2006     2005  
  £m     £m  





 
Cash at bank and in hand 948     343  
Money market funds 1,841     2,708  
Repurchase agreements     206  
Commercial paper     512  





 
Cash and cash equivalents as presented in the balance sheet 2,789     3,769  
Bank overdrafts (18 )   (43)  
Cash and cash equivalents of discontinued operations (note 29) 161      





 
Cash and cash equivalents as presented in the cash flow statement 2,932     3,726  





 

Bank balances and money market funds comprise cash held by the Group on a short-term basis with original maturity of three months or less. The carrying amount of these assets approximates their fair value.

All commercial paper and repurchase agreements have a maturity of less than three months and the carrying value approximates the fair value.

All repurchase agreements represent fully collateralised bank deposits.

19.   Called up share capital                  
      2006         2005  
  Number   £m     Number   £m  









 
Authorised:                  
Ordinary shares of US$0.10 each 78,000,000,000   4,875     78,000,000,000   4,875  









 
                   
Ordinary shares allotted, issued and fully paid:                  
1 April 68,380,866,539   4,286     68,263,933,048   4,280  
Allotted during the year 120,466,245   7     116,933,491   6  
Cancelled during the year (2,250,000,000 )   (128 )      









 
31 March 66,251,332,784   4,165     68,380,866,539   4,286  









 
Note:
(1) At 31 March 2006, the Group held 6,132,757,329 (2005: 3,814,233,598) treasury shares with a nominal value if £353 million (2005: £205 million). The market value of shares held is £7,390 million (2005: £5,359 million).
   
Allotted during the year            
      Nominal      
      value   Net proceeds  
  Number   £m   £m  






 
UK share awards and option scheme awards 85,744,935   5   122  
US share awards and option scheme awards 34,721,310   2   37  






 
Total for share option schemes and restricted stock awards 120,466,245   7   159  






 

Cancelled during the year
During the year 2,250,000,000 (2005: nil) treasury shares were cancelled in order to comply with Companies Act 1985 requirements in relation to the amount of issued share capital that can be held in treasury.

 

98 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

20.   Share-based payments
The Company currently uses a number of equity settled share plans to grant options and shares to its directors and employees.

Share options
Vodafone Group savings related and Sharesave schemes
The Vodafone Group 1998 Sharesave Scheme (the “Sharesave Scheme”) enables UK staff to acquire shares in the Company through monthly savings of up to £250 a year over a three or five year period, at the end of which they also receive a tax free bonus. The savings and bonus may then be used to purchase shares at the option price, which is set at the beginning of the savings contract and usually at a discount of 20% to the then prevailing market price of the Company’s shares. Invitations to participate in this scheme are usually made annually.

Vodafone Group executive schemes
The Company has a number of discretionary share option plans, under which awards are no longer made. The current share options plans in place are the Vodafone Group 1998 Company Share Option Scheme and Vodafone Group 1988 Executive Share Option Scheme (which are UK HM Revenue and Customs approved) and the Vodafone Group 1998 Executive Share Option Scheme and the Vodafone 1988 Share Option Scheme (which are unapproved). Options under discretionary schemes are subject to performance conditions. Options are normally exercisable between three and ten years from the date of grant.

Vodafone Group 1999 Long Term Stock Incentive Plan and ADSs
The Vodafone Group Plc 1999 Long Term Stock Incentive Plan is a discretionary plan under which both share option grants and share awards may be made. For grants made to US employees, prior to 7 July 2003 the options have phased vesting over a four year period and are exercisable in respect of ADSs. For grants made after 6 July 2003, options are normally exercisable between three and ten years from the date of grant, subject to the satisfaction of predetermined performance conditions and are exercisable in respect of ordinary shares listed on the London Stock Exchange, or ADSs for US employees.

Other share option schemes
Share option schemes are operated by certain of the Group’s subsidiary and associated undertakings, under which options are only issued to key personnel.

Share plans
Share Incentive Plan
The Share Incentive Plan enables UK staff to acquire shares in the Company through monthly purchases of up to £125 per month or 5% of salary, whichever is lower. For each share purchased by the employee, the Company provides a free matching share.

In addition to the above, all permanent employees at 1 April 2005 received an award of 320 shares (2005: 350) (known as "All Shares") in Vodafone Group Plc on 1 July 2005 (5 July 2004), under the Vodafone Group Plc Global All Employee Share Plan. The awards vest after two years and are not subject to performance conditions other than continued employment.

Restricted share plans
Under the Vodafone Group Short Term Incentive Plan, introduced in 1998, shares are conditionally awarded to directors based on achievement of one year performance targets. Release of the shares is deferred for a further two years and is subject to continued employment. Additional shares are released at this time if a further performance condition has been satisfied over the two year period.

Under the Vodafone Group Long Term Incentive Plan and the Vodafone Group Plc 1999 Long Term Stock Incentive Plan referred to above, awards of performance shares are granted to directors and certain employees. The release of these shares is conditional upon achievement of performance targets measured over a three year period.

Under these restricted share plans, the maximum aggregate number of ordinary shares which may be issued in respect of options or awards will not (without shareholder approval) exceed:

a. 10% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans; and
   
b. 5% of the ordinary share capital of the Company in issue immediately prior to the date of grant, when aggregated with the total number of ordinary shares which have been allocated in the preceding ten year period under all plans other than the Sharesave Scheme and the Vodafone Group Plc All Employee Share Plan.

 

Vodafone Group Plc Annual Report 2006 99

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Notes to the Consolidated Financial Statements
continued

20.   Share-based payments continued
Movements in ordinary share options and ADS options outstanding
       
        ADS       Ordinary  
   
 
 
    2006     2005   2006     2005  
    Millions     Millions   Millions     Millions  











 
1 April   11     18   1,123     1,184  
Granted during the year         64     60  
Forfeited during the year       (2 )   (40 )   (61 )  
Exercised during the year   (2 )   (5 )   (325 )   (60 )  
Expired during the year   (1 )     (35 )    











 
31 March   8     11   787     1,123  











 
Weighted average exercise price:                      
1 April $24.49     $23.36   £1.25     £1.16  
Granted during the year         £1.35     £1.17  
Forfeited during the year       $28.52   £1.46     £1.43  
Exercised during the year $15.08     $16.75   £0.93     £0.94  
Expired during the year $36.83       £1.83      











 
31 March $26.53     $24.49   £1.32     £1.25  











 
                       
Summary of options outstanding and exercisable at 31 March 2006          
         Outstanding        Exercisable  
   
 
 
            Weighted           Weighted  
        Weighted   average       Weighted   average  
    Outstanding   average   remaining   Exercisable   average   remaining  
    shares   exercise   contractual life   shares   exercise   contractual life  
    Millions   price   Months   Millions   price   Months  













 
Vodafone Group Savings Related and Sharesave Scheme:                          
£0.01 – £1.00   21   £0.84   24        
£1.01 – £2.00   12   £1.10   39        













 
    33   £0.93   30        













 
Vodafone Group Executive Schemes:                          
£1.01 – £2.00   17   £1.58   29   17   £1.58   29  
£2.01 – £3.00   33   £2.75   49   33   £2.75   49  













 
    50   £2.34   42   50   £2.34   42  













 
Vodafone Group 1999 Long Term Stock Incentive Plan:                          
£0.01 – £1.00   227   £0.91   75   227   £0.91   75  
£1.01 – £2.00   446   £1.39   78   213   £1.56   60  
£2.01 – £3.00   12   £2.92   16   12   £2.92   16  













 
    685   £1.26   76   452   £1.27   66  













 
Other Share Option Plans:                          
£0.01 – £1.00   2   £0.73   16   2   £0.73   15  
£1.01 – £2.00   14   £1.37   37   11   £1.47   36  
£2.01 – £3.00   3   £2.17   25   3   £2.17   25  













 
    19   £1.45   33   16   £1.54   32  













 
Vodafone Group 1999 Long Term Stock Incentive Plan:                          
$10.01 – $20.00   2   $13.96   76        
$20.01 – $30.00   3   $21.60   53   1   $22.55   28  
Greater than $30.01   3   $42.59   7   3   $42.59   7  













 
    8   $26.49   44   4   $35.20   15  













 

 

100 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Movements in non-vested shares during the year ended 31 March 2006 is as follows:

      All Shares       Other       Total  
 


 


 


 
      Weighted       Weighted       Weighted  
      average fair       average fair       average fair  
      value at grant       value at grant       value at grant  
  Millions   date   Millions   date   Millions   date  












 
1 April 2005 19   £1.11   103   £1.07   122   £1.08  
Granted 19   £1.27   73   £1.22   92   £1.23  
Vested (1 ) £1.12   (16 ) £1.04   (17 ) £1.04  
Forfeited (2 ) £1.19   (19 ) £1.02   (21 ) £1.04  












 
31 March 2006 35   £1.19   141   £1.16   176   £1.17  












 
Fair value                        
      ADS Options           Ordinary Share Options  
 


 




 
          Board of directors and          
      Other   and Executive Committee       Other  
 


 
 


 
  2006   2005   2006   2005   2006   2005  












 
Expected life of option (years) 8 – 9   6 – 7   6 – 7   5 – 6   8 – 9   6 – 7  
Expected share price volatility 17.9 –18.9%   25.6 – 26.6%   17.6 –18.6%   24.3 – 25.3%   17.9 –18.9%   25.6 – 26.6%  
Dividend yield 2.8 – 3.2%   1.7 – 2.1%   2.6 – 3%   1.7 – 2.1 %   2.8 – 3.2%   1.7 – 2.1%  
Risk free rates 4.2%   5.1%   4.2%   5.2%   4.2%   5.1%  
Exercise price £1.36   £1.40   £1.45   £1.40   £1.36   £1.40  












 

The fair value of the options is estimated at the date of grant using a lattice-based option valuation model (i.e. binomial model) that uses the assumptions noted in the above table. Lattice-based option valuation models incorporate ranges of assumptions for inputs and those ranges are disclosed above. The executive options have a market based performance condition attached and hence the assumptions are disclosed separately.

The Group uses historical data to estimate option exercise and employee termination within the valuation model; seperate groups of employees that have similar historical exercise behaviour are considered separately for valuation purposes. The expected life of options granted is derived from the output of the option valuation model and represents the period of time that options granted are expected to be outstanding; the range given above results from certain groups of employees exhibiting different behaviour. Expected volatilities are based on implied volatilities as determined by a simple average of no less than three international banks excluding the highest and lowest numbers. The risk-free rates for periods within the contractual life of the option are based on the UK gilt yield curve in effect at the time of grant.

Shares used for the Group’s employee incentive plans can be newly issued shares, shares held in treasury or market purchased shares either through the Company's employee benefit trust or direct from the market or a combination of sources. The source of the shares is determined by the Company having regard to what is considered the most efficient source at the relevant time.

Some share awards have an attached market condition, based on Total Shareholder Return (“TSR”), which is taken into account when calculating fair value of the share awards. The valuation methodology for the TSR was based on Vodafone’s ranking within the same group of companies (where possible) over the past 10 years. The volatility of the ranking over a three year period was used to determine the probability weighted percentage number of shares that could be expected to vest and hence affect fair value.

Other information
The weighted average grant-date fair value of options granted during the year 2006 was £0.30 (2005: £0.34). The total intrinsic value of options exercised during the year ended 31 March 2006 was £164 million (2005: £28 million). The aggregate intrinsic value of fully vested share options outstanding at the year end was £68 million and the aggregate intrinsic value of fully vested share options exercisable at the year end was £58 million. Cash received from the exercise of options under share options schemes was £356 million and the tax benefit realised from options exercised during the annual period was £24 million.

The total fair value of shares vested during the year ended 31 March 2006 was £18 million (2005: £5 million).

The compensation cost that has been charged against income in respect of share options and share plans for continuing operations was £109 million (2005: £130 million), which is comprised entirely of equity-settled transactions. Including discontinued operations, the compensation cost charged against income in respect of share options and share plans in total was £114 million (2005: £137 million). The total income tax benefit recognised in the consolidated income statement was £50 million (2005: £17 million). Compensation costs capitalised during the years ended 31 March 2006 and 31 March 2005 were insignificant. As of 31 March 2006, there was £162 million of total compensation cost relating to non-vested awards not yet recognised, which is expected to be recognised over a weighted average period of two years.

No cash was used to settle equity instruments granted under share-based payment schemes.

The average share price for the financial year was 136 pence.

 

Vodafone Group Plc Annual Report 2006 101

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Notes to the Consolidated Financial Statements
continued

21.   Transactions with equity shareholders

      Capital          
  Share premium   redemption   Own shares   Additional paid  
  account   reserve   held   in capital  
  £m   £m   £m   £m  








 
1 April 2004 52,154     (1,136 ) 99,950  
Issue of new shares 130       (28 )
Purchase of own shares     (3,997 )  
Own shares released on vesting of share awards     12    
Share-based payment charge, inclusive of tax credit of £22 million       159  








 
31 March 2005 52,284     (5,121 ) 100,081  
Issue of new shares 152       (44 )
Purchase of own shares     (6,500 )  
Own shares released on vesting of share awards 8     370   (8 )
Cancellation of own shares held   128   3,053    
Share-based payment charge, inclusive of tax credit of £9 million       123  








 
31 March 2006 52,444   128   (8,198 ) 100,152  








 
22.   Movements in accumulated other recognised income and expense
          Available-for-sale          
  Translation   Pensions   investments   Asset revaluation      
  reserve   reserve   reserve   surplus   Total  
  £m   £m   £m   £m   £m  










 
1 April 2004     233     233  
Gains/(losses) arising in the year 1,521   (102 ) 106     1,525  
Tax effect   23       23  










 
31 March 2005 1,521   (79 ) 339     1,781  
Gains/(losses) arising in the year 1,486   (43 ) 710   112   2,265  
Foreign exchange recycled on business disposal 36         36  
Tax effect   13   (5 )   8  










 
31 March 2006 3,043   (109 ) 1,044   112   4,090  










 

23.   Movements in retained losses        
  2006   2005  
  £m   £m  




 
1 April (39,511 ) (43,930 )
(Loss)/profit for the financial year (21,916 ) 6,410  
Dividends (note 7) (2,753 ) (1,991 )
Loss on issue of treasury shares (123 )  
Cancellation of shares (3,053 )  




 
31 March (67,356 ) (39,511 )




 

24.   Borrowings                        
          2006           2005  
 




 




 
  Short-term   Long-term       Short-term   Long-term      
  borrowings   borrowings   Total   borrowings   borrowings   Total  
  £m   £m   £m   £m   £m   £m  












 
Financial liabilities measured at amortised cost:                        
    Bank loans 58   1,414   1,472   27   1,214   1,241  
    Bank overdrafts 18     18   43     43  
    Redeemable preference shares   902   902     845   845  
    Finance lease obligations 7   68   75   11   130   141  
    Bonds   3,928   3,928     906   906  
    Other liabilities 1,840   295   2,135   1,640   202   1,842  
Loans in fair value hedge relationships 1,525   10,143   11,668   282   9,893   10,175  












 
  3,448   16,750   20,198   2,003   13,190   15,193  












 

 

102 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Maturity of borrowings
The maturity profile of the Group’s non-derivative financial liabilities, using undiscounted cash flows and which, therefore, differs to both the carrying value and fair value, is as follows:

      Redeemable   Finance           Loans in fair      
  Bank   preference   lease       Other   value hedge      
  loans   shares   obligations   Bonds   liabilities   relationships   Total  
  £m   £m   £m   £m   £m   £m   £m  














 
Within one year 58   49   12   167   1,858   2,164   4,308  
In one to two years 36   49   11   2,044   295   1,521   3,956  
In two to three years 36   49   11   936     1,187   2,219  
In three to four years 39   49   11   55     5,548   5,702  
In four to five years 1,290   49   10   55     267   1,671  
In more than five years 13   1,387   42   1,375     7,428   10,245  














 
  1,472   1,632   97   4,632   2,153   18,115   28,101  
Effect of discount/financing rates   (730 )   (22 )   (704 )     (6,447 )   (7,903 )














 
31 March 2006 1,472   902   75   3,928   2,153   11,668   20,198  














 
                             
Within one year 27   45   21   43   1,683   590   2,409  
In one to two years 1,176   45   21   43   192   2,143   3,620  
In two to three years 4   45   20   43     1,488   1,600  
In three to four years 5   45   18   43     1,056   1,167  
In four to five years 8   45   17   43   10   5,619   5,742  
In more than five years 21   1,323   76   1,196     4,806   7,422  














 
  1,241   1,548   173   1,411   1,885   15,702   21,960  
Effect of discount/financing rates   (703 )   (32 )   (505 )     (5,527 )   (6,767 )














 
31 March 2005 1,241   845   141   906   1,885   10,175   15,193  














 
The maturity profile of the Group’s financial derivatives, using undiscounted cash flows, is as follows:
      2006       2005  
 


 


 
  Payable   Receivable   Payable   Receivable  
  £m   £m   £m   £m  








 
Within one year 14,012   14,009   5,701   5,855  
In one to two years 609   600   412   515  
In two to three years 545   556   391   435  
In three to four years 456   523   345   393  
In four to five years 332   315   273   357  
In more than five years 2,839   2,851   2,045   2,176  








 
  18,793   18,854   9,167   9,731  








 

The currency split of the Group’s foreign exchange derivatives, all of which mature in less than one year, is as follows:

      2006       2005  
 


 


 
  Payable   Receivable   Payable   Receivable  
  £m   £m   £m   £m  








 
Sterling   2,971   350   920  
Euro 6,387   157   1,553   66  
US dollar 3,646   9,655   1,258   3,961  
Japanese yen 2,017   190   2,054   141  
Other 1,323   361   91   247  








 
  13,373   13,334   5,306   5,335  








 

The £39 million net payable (2005: £29 million net receivable) foreign exchange financial instruments, in the table above, are split £69 million (2005: £13 million) within trade and other payables and £30 million (2005: £42 million) within trade and other receivables.

The present value of minimum lease payments under finance lease arrangements under which the Group has leased certain of its equipment is analysed as follows:

  2006   2005  
  £m   £m  




 
Within one year 7   11  
In two to five years 31   64  
In more than five years 37   66  




 

 

Vodafone Group Plc Annual Report 2006 103

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Notes to the Consolidated Financial Statements
continued

24.   Borrowings continued
The fair value and carrying value of the Group’s financial liabilities, for short-term borrowings and long-term borrowings, is as follows:

  Fair   Fair   Carrying   Carrying  
  value   value   value   value  
  2006   2005   2006   2005  
  £m   £m   £m   £m  








 
Financial liabilities measured at amortised cost:                
    Bank loans 58   27   58   27  
    Bank overdrafts 18   43   18   43  
    Finance lease obligations 7   11   7   11  
    Other liabilities 1,840   1,640   1,840   1,640  
Loans in fair value hedge relationships:                
    1.27% Japanese yen 25bn bond due 2005   124     124  
    1.93% Japanese yen 25bn bond due 2005   124     124  
    6.35% US dollar 200m bond due 2005   34     34  
    0.83% Japanese yen bond due 2006 15     15    
    5.4% euro400m bond due 2006 281     293    
    5.75% euro1.5bn bond due 2006 1,063     1,091    
    7.5% US dollar 400m bond due 2006 126     126    








 
Short-term borrowings 3,408   2,003   3,448   2,003  








 
Financial liabilities measured at amortised cost:                
    Bank loans 1,414   1,214   1,414   1,214  
    Redeemable preference shares 902   845   902   845  
    Finance lease obligations 68   130   68   130  
Bonds:                
    US dollar FRN due June 2007 1,064     1,064    
    US dollar FRN due December 2007 859     867    
    Euro FRN due July 2008 873     875    
    US dollar FRN due June 2011 201     202    
    5.125% euro 500m bond due 2015 366   375   376   371  
    5% euro 750m bond due 2018 540   554   544   535  
Other liabilities 295   202   295   202  
Loans in fair value hedge relationships:                
    0.83% Japanese yen 3bn bond due 2006   15     15  
    1.78% Japanese yen 25bn bond due 2006   126     123  
    5.4% euro 400m bond due 2006   284     296  
    5.75% euro 1.5bn bond due 2006   1,080     1,102  
    7.5% US dollar 400m bond due 2006   120     115  
    4.161% US dollar 150m bond due 2007 86   79   85   79  
    2.575% Japanese yen 25bn bond due 2008   132     140  
    3.95% US dollar 500m bond due 2008 281   261   281   260  
    4.625% euro 250m bond due 2008 178   180   172   175  
    5.5% euro 400m bond due 2008 34   35   34   34  
    6.25% sterling 250m bond due 2008 257   258   255   255  
    6.25% sterling 150m bond due 2008 154   155   145   148  
    6.65% US dollar 500m bond due 2008 147   141   140   129  
    4.625% euro 500m bond due 2008 316   359   355   357  
    4.25% euro 1.4bn bond due 2009 990   1,000   1,008   1,017  
    4.25% euro 500m bond due 2009 354   357   360   364  
    4.75% euro 3bn bond due 2009 624   633   593   587  
    2.0% Japanese yen 25bn bond due 2010   131     121  
    2.28% Japanese yen 25bn bond due 2010   133     125  
    2.50% Japanese yen 25bn bond due 2010   135     121  
    7.75% US dollar 2.75bn bond due 2010 1,702   1,543   1,693   1,600  
    5.5% US dollar 750m bond due 2011 428     430    
    3.625% euro 750m bond due 2012 505     514    
    5.0% US dollar 1bn bond due 2013 549   513   559   528  
    4.625% sterling 350m bond due 2014 333     349    
    5.375% US dollar 500m bond due 2015 307   260   274   260  
    5.375% US dollar 400m bond due 2015 220   208   220   208  
    5.0% US dollar 750m bond due 2015 419     415    
    5.75% US dollar 750m bond due 2016 423     427    
    4.625% US dollar 500m bond due 2018 258   245   260   245  
    5.625% sterling 250m bond due 2025 254   253   271   258  
    7.875% US dollar 750m bond due 2030 499   496   542   512  
    5.9% sterling 450m bond due 2032 477   468   480   454  
    6.25% US dollar 495m bond due 2032 293   268   281   265  








 
Long-term borrowings 16,670   13,188   16,750   13,190  








 

Fair values are calculated using discounted cash flows with a discount rate based upon forward interest rates available to the Group at the balance sheet date.

 

104 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Borrowing facilities
At 31 March 2006, the Group’s most significant committed borrowing facilities comprised two bank facilities of $5,925 million (£3,407 million) and $5,025 million (£2,890 million) expiring between two and five years and in more than five years, respectively (2005: two bank facilities of $5,525 million (£2,926 million) and $4,853 million (£2,570 million)), and a ¥259 billion (£1,265 million, 2005: ¥225 billion (£1,112 million)) term credit facility, which expires between two and five years. The bank facilities remained undrawn throughout the year and the ¥259 billion term credit facility was fully drawn down on 21 December 2005.

Under the terms and conditions of the $5,925 million and $5,025 million bank facilities, lenders have the right, but not the obligation, to cancel their commitment 30 days from the date of notification of a change of control of the Company and have outstanding advances repaid on the last day of the current interest period. The facility agreement provides for certain structural changes that do not affect the obligations of the Company to be specifically excluded from the definition of a change of control. This is in addition to the rights of lenders to cancel their commitment if the Company has committed an event of default. Substantially the same terms and conditions apply in the case of Vodafone Finance K.K.’s ¥259 billion term credit facility, although the change of control provision is applicable to any guarantor of borrowings under the term credit facility. As of 31 March 2006, the Company was the sole guarantor of the ¥259 billion term credit facility.

In addition to the above, certain of the Group’s subsidiaries had committed facilities at 31 March 2006 of £271 million (2005: £168 million) in aggregate, of which £65 million (2005: £77 million) was undrawn. Of the total committed facilities, £121 million (2005: £28 million) expires in less than one year, £109 million (2005: £100 million) expires between two and five years, and £41 million (2005: £40) expires in more than five years.

Redeemable preference shares
Redeemable preference shares comprise class D and E preferred shares issued by Vodafone Americas, Inc. An annual dividend of $51.43 per class D and E preferred share is payable quarterly in arrears. The dividend for the year amounted to £48 million (2005: £46 million). The aggregate redemption value of the class D and E preferred shares is $1.65 billion. The holders of the preferred shares are entitled to vote on the election of directors and upon each other matter coming before any meeting of the shareholders on which the holders of ordinary shares are entitled to vote. Holders are entitled to vote on the basis of twelve votes for each share of class D or E preferred stock held. The maturity date of the 825,000 class D preferred shares is 6 April 2020. The 825,000 class E preferred shares have a maturity date of 1 April 2020. The class D and E preferred shares have a redemption price of $1,000 per share plus all accrued and unpaid dividends.


 

Interest rate and currency of borrowings

          Fixed rate borrowings  
         
 
                  Weighted  
                  average  
      Floating   Fixed   Weighted   time for  
  Total   rate   rate   average   which rate is  
  borrowings   borrowings   borrowings   interest rate   fixed  
Currency £m   £m   £m   %   Years  










 
Sterling 1,511   1,511        
Euro 6,941   5,996   945   5.1   10.8  
US dollar 8,905   8,905        
Japanese yen 1,296   1,296        
Other 1,545   1,545        










 
31 March 2006 20,198   19,253   945   5.1   10.8  










 
Sterling 1,123   1,123        
Euro 6,216   5,238   978   5.0   11.6  
US dollar 5,107   5,107        
Japanese yen 2,061   2,061        
Other 686   686        










 
31 March 2005 15,193   14,215   978   5.0   11.6  










 

Interest on floating rate borrowings is based on national LIBOR equivalents or government bond rates in the relevant currencies.

The figures shown in the tables above take into account interest rate swaps used to manage the interest rate profile of financial liabilities.

At 31 March 2006, the Group had entered into foreign exchange contracts to decrease its sterling and US dollar borrowings above by amounts equal to £2,971 million (2005: £570 million) and £6,009 million (2005: £2,703 million) respectively and to increase its euro, Japanese yen and other currency borrowings above by amounts equal to £6,230 million (2005: £1,487 million), £1,827 million (2005: £1,913 million) and £962 million (2005: £156 million decrease to other borrowings) respectively.

Further protection from euro and Japanese yen interest rate movements on debt is provided by interest rate swaps. At 31 March 2006 the Group had euro and Japanese yen denominated interest rate swaps for amounts equal to £1,536 million and £3,720 million respectively. The effective rates, which have been fixed, are 3.54% and 0.36% respectively. In addition the Group has entered into euro denominated forward starting interest rate swaps for amounts equal to £698 million, £2,793 million and £698 million, which cover the periods June 2007 to June 2008, June 2008 to June 2009 and September 2008 to September 2009 respectively. The effective rates, which have been fixed, range from 2.62% per annum to 3.02% per annum.

 

Vodafone Group Plc Annual Report 2006 105

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Notes to the Consolidated Financial Statements
continued

 

24.   Borrowings continued
Financial risk management
The Group’s treasury function provides a centralised service to the Group for funding, foreign exchange, interest rate management and counterparty risk management. Treasury operations are conducted within a framework of policies and guidelines authorised and reviewed annually by the Company’s Board of directors, most recently on 31 January 2006. A Treasury Risk Committee, comprising of the Group’s Chief Financial Officer, Group General Counsel and Company Secretary, Group Treasurer and Director of Financial Reporting, meets quarterly to review treasury activities and management information relating to treasury activities. In accordance with the Group treasury policy, a quorum for meetings is four members and either the Chief Financial Officer or Group General Counsel and Company Secretary must be present at each meeting. The Group accounting function, which does not report to the Group Treasurer, provides regular update reports of treasury activity to the Board of directors. The Group uses a number of derivative instruments that are transacted, for risk management purposes only, by specialist treasury personnel. The Group’s internal auditors review the internal control environment regularly. There has been no significant change during the financial year, or since the end of the year, to the types of financial risks faced by the Group or the Group’s approach to the management of those risks.

The Group’s policy is to borrow centrally, using a mixture of long term and short term capital market issues and borrowing facilities, to meet anticipated funding requirements. These borrowings, together with cash generated from operations, are on-lent or contributed as equity to certain subsidiaries. The Board of directors has approved three debt protection ratios, being: net interest to operating cash flow (plus dividends from associated undertakings); retained cash flow (operating cash flow plus dividends from associated undertakings less interest, tax, dividends to minorities and equity dividends) to net debt; and operating cash flow (plus dividends from associated undertakings) to net debt.

These internal ratios establish levels of debt that the Group should not exceed other than for relatively short periods of time and are shared with the Group’s debt rating agencies, being Moody’s, Fitch Ratings and Standard & Poor’s.

Liquidity risk
As at 31 March 2006, the Group had $10.9 billion committed undrawn bank facilities and $15 billion and £5 billion commercial paper programmes, that are supported by the $10.9 billion committed bank facilities, available to manage its liquidity.

Market risk
Interest rate management
Under the Group’s interest rate management policy, interest rates on monetary assets and liabilities are maintained on a floating rate basis, unless the forecast interest charge for the next eighteen months is material in relation to forecast results, in which case rates are fixed. In addition, fixing is undertaken for longer periods when interest rates are statistically low.

At 31 March 2006, 29% (2005: 31%) of the Group’s gross borrowings were fixed for a period of at least one year. A one hundred basis point fall or rise in market interest rates for all currencies in which the Group had borrowings at 31 March 2006 would increase or reduce profit before tax by approximately £91 million, including mark-to-market revaluations of interest rate and other derivatives and the potential interest on outstanding tax issues.

Foreign exchange management
As Vodafone’s primary listing is on the London Stock Exchange, its share price is quoted in sterling. Since the sterling share price represents the value of its future multi-currency cash flows, principally in euro, yen (until disposal of its Japan operation on 27 April 2006), sterling and US dollars, the Group has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above certain de minimis levels.

The Group also maintains the currency of debt and interest charges in proportion with its expected future principal multi-currency cash flows. As such, at 31 March 2006,113% of net debt was denominated in currencies other than sterling (73% euro, 21% yen, 14% US dollar and 5% other), whilst 13% of net debt had been purchased forward in sterling in anticipation of sterling denominated shareholder returns via share purchases, dividends and B share distribution. This allows debt to be serviced in proportion to expected future cash flows and, therefore, provides a partial hedge against income statement translation exposure, as interest costs will be denominated in foreign currencies. A relative weakening in the value of sterling against certain currencies in which the Group maintains debt has resulted in an increase in net debt of £182 million from currency translation differences.

When the Group’s international net earnings for the year ended 31 March 2006 are retranslated assuming a 10% strengthening of sterling against all exchange rates, the operating profit for the year would have increased by £1,344 million (2005: reduced by

£645 million), and would have been reduced by £1,642 million (2005: increased by £789 million) if sterling weakened by 10%.

The change in equity due to a 10% fall or rise in sterling rates against all exchange rates for the translation of net investment hedging instruments would be a decrease of £1,669 million or an increase of £1,365 million. However, there would be no net impact on equity as there would be an offset in the currency translation of the foreign operation.

Credit risk
The Group considers its maximum exposure to credit risk to be as follows:

  2006     2005  
  £m     £m  





 
Bank deposits 948     343  
Money market fund investments 1,841     2,708  
Commercial paper investments     512  
Repurchase agreements     206  
Derivative financial instruments 310     408  





 
  3,099     4,177  





 

Concentrations of credit risk with respect to trade receivables are limited due to the Group's customer base being large and unrelated. Due to this, management believes there is no further credit risk provision required in excess of the normal provision for bad and doubtful receivables (note 17).

The deposits shown in the table equate to the principal of the amount deposited. The foreign exchange transactions and interest rate swaps shown in the table have been marked-to-market.

For repurchase agreements, collateral equivalent to the investment value is satisfied by triple-A rated government and/or supranational instruments and collateral is replenished on a daily basis. In respect of financial instruments used by the Group’s treasury function, the aggregate credit risk the Group may have with one counterparty is limited by reference to the long term credit ratings assigned for that counterparty by Moody’s, Fitch Ratings and Standard & Poor’s. While these counterparties may expose the Group to credit losses in the event of non-performance, it considers the possibility of material loss to be acceptable because of this policy.

Consistent with development of its strategy, the Group is now targeting low single A long term credit ratings from Moody’s, Fitch Ratings and Standard & Poor’s having previously managed the capital structure at single A credit ratings. Credit ratings are not a recommendation to purchase, hold or sell securities, in as much as ratings do not comment on market price or suitability for a particular investor, and are subject to revision or withdrawal at any time by the assigning rating organisation. Each rating should be evaluated independently.

25.   Post employment benefits
Background
As at 31 March 2006, the Group operated a number of pension plans for the benefit of its employees throughout the world, which vary depending on the conditions and practices in the countries concerned. The Group's pension plans are provided through both defined benefit and defined contribution arrangements. Defined benefit schemes provide benefits based on the employees' length of pensionable service and their final pensionable salary or other criteria. Defined contribution schemes offer employees individual funds that are converted into benefits at the time of retirement.

The principal defined benefit pension schemes are in the United Kingdom and Germany. The Group also operated defined benefit schemes in Japan, its discontinued operation, and in Sweden until it was disposed of on 5 January 2006. In addition, the Group operates defined benefit schemes in Greece, Ireland, Italy and the United States. Defined contribution pension schemes are provided in Australia, Belgium, Egypt, Germany, Greece, Hungary, Ireland, Italy, Malta, the Netherlands, New Zealand, Portugal, Spain, the United Kingdom and the United States. A defined contribution scheme is also operated in the Group’s discontinued operation in Japan. There is a post retirement medical plan in the United States for a small closed group of participants.

The Group accounts for its pension schemes in accordance with IAS 19, Employee Benefits (“IAS19”). The Group has also early adopted the amendment to IAS 19 that was published in December 2004 regarding actuarial gains and losses, group plans and disclosures.

Scheme liabilities are assessed by independent actuaries using the projected unit funding method and applying the principal actuarial assumptions set out below. Assets are shown at market value.


 

106 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

The measurement date for the Group’s pension assets and obligations is 31 March. The measurement date for the Group’s net periodic cost is 31 March of the previous year. Actuarial gains and losses are recognised in the period in which they arise. Payments to defined contribution schemes are charged as an expense as they fall due.

In the UK, the majority of the UK employees are members of the Vodafone Group Pension Scheme (the “main scheme”), which was closed to new entrants from 1 January 2006. This is a tax approved defined benefit scheme, the assets of which are held in an external trustee-administered fund. The investment policy and strategy of the scheme is the responsibility of the plan trustees, who are required to consult with the Company as well as taking independent advice on key investment issues. In setting the asset allocation, the Trustees take into consideration a number of criteria, including the key characteristics of the asset classes, expected risk and return, the structure and term of the member liabilities, diversification of assets, minimum funding and solvency requirements, as well as the Company’s input on contribution requirements. The plan has a relatively low level of pensioner liabilities already in payment, meaning that the overall duration of plan liabilities is long term. A significant percentage of assets has currently been allocated to equities although this approach is reviewed regularly.

The main scheme is subject to quarterly funding updates by independent actuaries and to formal actuarial valuations at least every three years. The most recent formal triennial valuation of this scheme was carried out as at 31 March 2004.

As a result of the triennial actuarial valuation, the Group’s UK subsidiaries agreed to make a special lump sum contribution of £30 million (2005: £100 million) during the financial year. The special contributions brought the funding position to 99% at 31 March 2006.

There are a number of separate pension and associated arrangements in Germany. There is no requirement to fund liabilities, however the Group funds pension obligations via a Contractual Trust Arrangement, in a separate legal agreement. The investment policy and strategy is controlled by Group appointed trustees. The investment approach followed is similar to that adopted by the Trustees of the UK plan although a higher proportion of assets are allocated to bond securities than to equities, reflecting the more mature nature and shorter duration of the liability commitments. The German schemes are subject to annual valuations, with the last formal valuations having been completed at 31 March 2006.

 


Income statement expense        
2006   2005  
£m   £m  




 
Defined contributions schemes 28   18  
Defined benefit schemes 52   52  




 
Total amount charged to the income statement (note 34) 80   70  




 

Defined benefit schemes
The most recent full formal actuarial valuations for defined benefit schemes have been updated by qualified independent actuaries for the financial year ended 31 March 2006 to provide the IAS 19 disclosures below.

Major assumptions used                        
  Germany   UK  
Other
(1)
 


 


 


 
  2006   2005   2006   2005   2006   2005  
  %   %   %   %   %   %  












 
Weighted average actuarial assumptions used to determine                        
    benefit obligations:                        
Rate of inflation 1.9   1.9   2.8   2.8   2.0   2.0  
Rate of increase in salaries 2.9   2.9   4.8   4.8   3.0   2.9  
Rate of increase in pensions in payment and deferred pensions 1.9   1.9   2.8   2.8   2.0   2.0  
Discount rate 4.4   4.5   4.9   5.4   4.6   4.3  












 
Weighted average actuarial assumptions used to determine net                        
    periodic benefit cost:                        
Rate of inflation 1.9   2.0   2.8   2.5   2.0   2.1  
Rate of increase in salaries 2.9   3.0   4.8   4.5   2.9   3.0  
Discount rate 4.5   5.3   5.4   5.5   4.7   4.4  
Expected long term rate of return on plan assets during the year 4.9   5.3   6.8   6.9   6.4   6.4  












 
Expected rates of return:                        
Equities 6.7   6.6   7.4   7.7   6.7   6.6  
Bonds 4.0   4.0   4.4   4.8   4.0   4.0  
Other assets 2.8   2.1     4.9   5.3   2.8  












 
Note:  
(1) Figures shown for other schemes represent weighted average assumptions of individual schemes.

For the US post retirement medical plan, the immediate trend rate for valuing the dental benefits was 6.5 per cent, which is assumed to reduce gradually to 5.25 per cent in 2008. The immediate trend rate for medical benefits was 12.0 per cent, which is assumed to reduce gradually to 5.25 per cent in 2013.

The expected return on assets assumption is derived by considering the expected long term rates of return on plan investments. The overall rate of return is a weighted average of the expected returns of the individual investments made in the group plans. The long term rate of return on equities and property are derived from considering current “risk free” rates of return with the addition of an appropriate future “risk premium” from an analysis of historic returns in various countries. The long term rates of return on bonds and cash investments are set in line with market yields currently available at the balance sheet date.

Mortality and life expectancy assumptions used are consistent with those recommended by the individual scheme actuaries, and in accordance with statutory and local funding requirements. The mortality tables in Germany have been updated at 31 March 2006 in line with newly published tables.

 

Vodafone Group Plc Annual Report 2006 107

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Notes to the Consolidated Financial Statements
continued

25.   Post employment benefits continued
Charges made to the consolidated income statement and consolidated statement of recognised income and expense on the basis of the assumptions stated above:

 

  Germany   UK   Other   Total  
 


 


 


 


 
2006
 
2005
 
2006
 
2005
 
2006
 
2005
 
2006
 
2005
 
 
£m
 
£m
 
£m
 
£m
 
£m
 
£m
 
£m
 
£m
 
















 
Current service cost 7   6  
38
  37   12   10  
57
  53  
Interest cost 10   9  
36
  26   6   6  
52
  41  
Expected return on scheme assets
(9 ) (8 )
(44
) (31 ) (4 ) (3 )
(57
) (42 )
















 
Total included within staff costs (note 34)
8
 
7
 
30
 
32
 
14
 
13
 
52
 
52
















 
Consolidated statement of recognised income and expense:
       
             
     
                                 
Total actuarial (gains)/losses recognised in consolidated statement of recognised   income and expense
(5 ) 20  
56
  72   (8 ) 10  
43
  102  
















 

All actuarial gains and losses are recognised immediately.

Figures relating to the income statement are for continuing operations only.

The cumulative recognised actuarial losses for Germany, the UK and the other schemes was £15 million, £128 million and £2 million respectively.

Fair value of the assets and liabilities of the schemes
The amount included in the balance sheet arising from the Group’s obligations in respect of its defined benefit retirement schemes is as follows:

  Germany   UK   Other   Total  
 


 


 


 


 
  2006
2005   2006   2005   2006   2005   2006   2005  
  £m   £m   £m   £m   £m   £m   £m   £m  
















 
Movement in assets:                                
1 April 181   165   628   433   65   42   874   640  
Reclassification as held for sale         (3 )   (3 )  
Expected return on scheme assets 9   8   44   31   4   3   57   42  
Actuarial gains/(losses) 10   (1 )   99   23   12   2   121   24  
Employer cash contributions 11   14   65   137   9   16   85   167  
Member cash contributions     10   11   1   1   11   12  
Benefits paid (10 )   (11 ) (7 )   (6 )   (27 ) (7 )
Other movements   (9 )             (9 )
Exchange rate movements 4   4       1   1   5   5  
















 
31 March 205   181   835   628   83   65   1,123   874  
















 
Movement in scheme liabilities:                                
1 April 213   192   619   457   166   145   998   794  
Reclassification as held for sale         (31 )   (31 )  
Service cost 7   6   38   37   12   15   57   58  
Interest cost 10   9   36   26   6   7   52   42  
Member cash contributions     10   11   1   1   11   12  
Actuarial (gains)/losses 5   19   155   95   4   12   164   126  
Benefits paid (10 ) (9 )   (11 ) (7 )   (6 ) (14 )   (27 ) (30 )
Other movements   (9 )       (8 )   (8 ) (9 )
Exchange rate movements 4   5       4     8   5  
















 
31 March 229   213   847   619   148   166   1,224   998  
















 
Accumulated benefit obligation 222   208   746   545   113   151   1,081   904  
















 
Analysis of net assets/(deficits):                                
Total fair value of scheme assets 205   181   835   628   83   65   1,123   874  
Present value of funded scheme liabilities (207 ) (191 )   (847 ) (619 )   (74 ) (108 )   (1,128 )   (918 )
















 
Net assets/(deficits) for funded schemes (2 ) (10 )   (12 ) 9   9   (43 )   (5 ) (44 )
Present value of unfunded scheme                                
    liabilities (22 ) (22 )       (74 ) (58 )   (96 ) (80 )
















 
Net assets/(deficits) (24 ) (32 )   (12 ) 9   (65 ) (101 )   (101 ) (124 )
















 
Net assets/(deficits) are analysed as:                                
Assets 10   3     9   9     19   12  
Liabilities (34 ) (35 ) (12 )   (74 ) (101 )   (120 ) (136 )
















 
 
The funding policy for the German and UK schemes is reviewed on a systematic basis in consultation with the independent scheme actuary in order to ensure that the funding contributions from sponsoring employers are appropriate to meet the liabilities of the schemes over the long term.
 
The deficit in respect of other schemes at 31 March 2006 primarily relates to internally funded schemes in Italy and the United States.

 

108 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Actual return on scheme assets

  Germany   UK   Other   Total  
 


 


 


 


 
  2006   2005   2006   2005   2006   2005   2006   2005  
  £m   £m   £m   £m   £m   £m   £m   £m  
















 
Actual return on scheme assets 19   7   143   54   16   5   178   66  
















 
Analysis of scheme assets at                                
    31 March is as follows: %   %   %   %   %   %          













       
Equities 34.1   29.8   79.9   66.6   85.0   81.0          
Bonds 59.1   63.6   20.1   16.7   10.0   9.7          
Property         5.0   4.7          
Other 6.8   6.6     16.7     4.6          













       
  100.0   100.0   100.0   100.0   100.0   100.0          













       
                                 
The scheme has no investments in the Group’s equity securities or in property currently used by the Group.
 
History of experience adjustments                                
  Germany
UK
Other
Total
 











  2006   2005   2006   2005   2006   2005   2006   2005  
  £m   £m   £m   £m   £m   £m   £m   £m  
















Experience adjustments on                                
    scheme liabilities:                                
Amount (£m) (3 ) (3 )   (1 ) (56 )     (1 )   (4 ) (60 )  
Percentage of scheme liabilities (%) 1 % 1%     9%     1%     6%  
















Experience adjustments on scheme assets:                                
Amount (£m) 10   (1 )   99   23   12   2   121   24  
















Percentage of scheme assets (%) 5 % 1%   12 % 4%   14 % 3%   11 % 3%    
















 
                                 
Expected contributions and benefit payments                  
    Germany   UK   Other   Total  







  £m   £m   £m   £m  









 
Expected employer’s contributions in the year ending 31 March 2007
 
16
36
9
61









 
Expected benefit payments in the year ending 31 March:  
2007  
16
11
7
34
2008  
15
11
7
33
2009  
15
11
7
33
2010  
15
12
7
34
2011  
15
12
7
34
2012-2017  
76
66
38
180









                   
26.   Provisions for liabilities and charges                
  Asset              
  retirement       Other      
  obligations   Legal   provisions   Total  
  £m   £m   £m   £m  








31 March 2005 160   188   199   547  
Reclassification as held for sale (25 )       (25 )








  135   188   199   522  
Exchange movements 4   3   3   10  
Amounts capitalised in the year 14       14  
Amounts charged to the income statement   1   38   39  
Utilised in the year - payments (3 ) (74 ) (77 ) (154 )
Amounts released to the income statement (2 ) (19 ) (6 ) (27 )








31 March 2006 148   99   157   404  








 
                 
Provisions have been analysed between current and non-current as follows:        
  2006   2005  
  £m   £m  




 
Current liabilities 139   228  
Non-current liabilities 265   319  




 
  404   547  




 

 

Vodafone Group Plc Annual Report 2006 109

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Notes to the Consolidated Financial Statements
continued

26.   Provisions for liabilities and charges continued
Asset retirement obligations

In the course of the Group’s activities, a number of sites and other assets are utilised which are expected to have costs associated with exiting and ceasing their use. The associated cash outflows are generally expected to occur at the dates of exit of the assets to which they relate, which are long term in nature.

Legal
The Group is involved in a number of legal and other disputes, including notification of possible claims. The directors of the Company, after taking legal advice, have established provisions after taking into account the facts of each case. The timing of cash outflows associated with legal claims cannot be reasonably determined. For a discussion of certain legal issues potentially affecting the Group, refer to note 31 “Contingent liabilities”.

Other provisions
Other provisions primarily comprise amounts provided for property and restructuring costs. The associated cash outflows for restructuring costs are substantially short term in nature. The timing of the cash flows associated with property is dependent upon the remaining term of the associated lease.

27.   Trade and other payables

  2006   2005  
  £m   £m  




 
Included within non-current liabilities:        
Other payables 61   14  
Derivative financial instruments 148   48  
Accruals and deferred income 357   376  




 
  566   438  




 
Included within current liabilities:        
Trade payables 2,248   3,013  
Amounts owed to associated undertakings 29   8  
Other taxes and social security payable 412   314  
Derivative financial instruments 71   31  
Other payables 440   470  
Accruals and deferred income 4,277   4,197  




 
  7,477   8,033  




 

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing operating expenses.

The fair values of the derivative financial instruments are calculated by discounting the future cash flows to net present values using appropriate market interest and foreign currency rates prevailing at the year end.

Included within “Derivative financial instruments” is the following:

  2006   2005  
  £m   £m  




 
Fair value hedges:        
    Interest rate swaps 148   48  
Fair value through the income statement:        
    Interest rate swaps 2   18  
    Foreign exchange swaps 69   12  
    Foreign exchange forwards   1  




 
  71   31  




 
  219   79  




 

 

110 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

28.   Acquisitions
The principal acquisitions made by the Group during the financial year are as follows:

Czech Republic and Romania – ClearWave N.V.
On 31 May 2005, the Group acquired 99.99% of the issued share capital of ClearWave N.V. for cash consideration of £1,905 million. ClearWave N.V. is the parent company of a group of companies involved in the provision of mobile telecommunications in the Czech Republic and Romania. This transaction has been accounted for by the purchase method of accounting.

  Book   Fair value   Fair  
  value   adjustments   value  
  £m   £m   £m  






 
Net assets acquired:            
Intangible assets 87   770   857 (1)
Property, plant and equipment 562   (23 ) 539  
Inventory 7     7  
Trade and other receivables 106   (12 ) 94  
Cash and cash equivalents 65     65  
Deferred tax liabilities   (129 ) (129 )
Short and long-term borrowings (550 ) (64 ) (614 )
Current tax liabilities (11 )   (11 )
Trade and other payables (153 ) (3 ) (156 )






 
  113   539   652  





   
Minority interests         (2 )
Asset revaluation surplus (2)         (112 )
Goodwill         1,367  






 
Total cash consideration (including £9 million of directly attributable costs)         1,905  






 
Net cash outflow arising on acquisition:            
Cash consideration         1,905  
Cash and cash equivalents acquired         (65 )






 
          1,840  






 
Notes:            
(1) Intangible assets consist of licences and spectrum fees of £461 million and other intangibles of £396 million.
(2) The asset revaluation surplus relates to the recognition of the fair value of intangible assets on the Group’s existing 20.1% stake in MobiFon S.A.

The goodwill is attributable to the profitability of the acquired business and the synergies expected to arise within those businesses after the Group's acquisition of ClearWave N.V.

The acquired entities and percentage of voting rights acquired was as follows:

  %  


 
MobiFon S.A. (renamed Vodafone Romania S.A.) 78.99  
Oskar Mobil a.s. 99.87  
ClearWave N.V. 99.99  
MobiFon Holdings B.V. 99.99  
Oskar Holdings N.V. (renamed Vodafone Oskar Holdings N.V.) 99.99  
Oskar Finance B.V. (renamed Vodafone Oskar Finance B.V.) 99.99  
ClearWave Services (Mauritius) Ltd. 99.99  


 

Results of the acquired entities have been consolidated in the income statement from the date of acquisition, 31 May 2005.

Subsequent to the completion of the acquisition on 31 May 2005, a further 0.9% of Vodafone Romania S.A. was acquired for consideration of £16 million.

From the dates of acquisition, these entities contributed a profit of £26 million to the net loss of the Group.

 

Vodafone Group Plc Annual Report 2006 111

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Notes to the Consolidated Financial Statements
continued

28.   Acquisitions continued
India – Bharti Airtel Limited

On 18 November 2005, the Group acquired a 5.61% direct interest in Bharti Airtel Limited (previously Bharti Tele-Ventures Limited) from Warburg Pincus LLC, and on 22 December 2005 the Group acquired a further 4.39% indirect interest in Bharti Airtel Limited, bringing the Group’s effective shareholding to 10.0%.

Total cash consideration was Rs.67 billion (£858 million).

  Book   Fair value   Fair  
  value   adjustments   value  
  £m   £m   £m  






 
Net assets acquired:            
Intangible assets 49   345   394 (1)
Property, plant and equipment 142   (1 ) 141  
Inventory 1     1  
Trade and other receivables 30     30  
Cash and cash equivalents 9     9  
Deferred tax liabilities (2 ) (126 ) (128 )
Short and long-term borrowings (56 )   (56 )
Current tax liabilities   (2 ) (2 )
Trade and other payables (73 ) (1 ) (74 )






 
  100   215   315  





 
Goodwill         543  






Total cash consideration (including £1 million of directly attributable costs)         858  






 
             
Net cash outflow arising on acquisition:            
Cash consideration         858  
Cash and cash equivalents acquired         (9 )






          849  






 
Note:
(1) Intangible assets consist of licences and spectrum fees of £343 million and other intangibles of £51 million.

The goodwill is attributable to the profitability of the acquired business and the synergies expected to arise within those businesses after the Group's acquisition of the shares in Bharti Airtel Limited.

Results of the acquired entity have been proportionately consolidated in the income statement from the dates of acquisition.

From the date of acquisition, the entity contributed a loss of £8 million to the net loss of the Group.

 

112 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

South Africa – VenFin Limited
On 26 January 2006, the Group announced that its offer to acquire a 100% interest in VenFin Limited (“VenFin”) had become wholly unconditional. VenFin’s principal asset was a 15% stake in Vodacom Group (Pty) Limited (“Vodacom”). At 31 March 2006, the Group held an effective economic interest in VenFin of 98.7% and an effective voting interest of 99.3%.

The combined cash consideration for the Group’s 98.7% economic interest in VenFin was ZAR15.8 billion (£1,458 million).

  Book   Fair value   Fair  
  value   adjustments   value  
  £m   £m   £m  






 
Net assets acquired:            
Intangible assets 24   600   624 (1)
Property, plant and equipment 216     216  
Inventory 8     8  
Trade and other receivables 74     74  
Cash and cash equivalents 14     14  
Deferred tax liabilities (1 ) (180 ) (181 )
Short and long-term borrowings (36 )   (36 )
Current tax liabilities (20 )   (20 )
Trade and other payables (110 )   (110 )






 
  169   420   589  





   
Minority interests         (9 )
Goodwill         878  






 
Total cash consideration (including £7 million of directly attributable costs)         1,458  






 
             
Net cash outflow arising on acquisition:            
Cash consideration         1,458  
Cash and cash equivalents acquired         (14 )






 
          1,444  






 
Note:
(1) Intangible assets consist of licences and spectrum fees of £391 million and other intangibles of £233 million.

The goodwill is attributable to the profitability of the acquired business and the synergies expected to arise within that business after the Group's acquisition of VenFin.

Results of the acquired entities have been proportionately consolidated in the income statement from the date of acquisition.

From the date of acquisition, the acquired part of the entity contributed a loss of £30 million to the net loss of the Group.

On 20 April 2006, the Group completed the compulsory acquisition of the remaining minority shareholdings in VenFin, from which date the Group holds 100% of the issued share capital of VenFin. As a result, the Group holds 50% of the share capital of Vodacom.

Across the acquisitions mentioned above, the weighted average life of licences and spectrum fees is 10 years, the weighted average life of other intangible assets is five years and the weighted average of total intangibles is eight years.

Turkey – Telsim Mobil Telekomunikasyon
On 24 May 2006, the Group completed the acquisition of substantially all the assets and business of Telsim Mobil Telekomunikasyon (“Telsim”) from the Turkish Savings Deposit and Investment Fund. The cash paid on this date was US$4.67 billion (£2.6 billion). It is impracticable to provide further information due to the proximity of the acquisition date to the date of approval of the Consolidated Financial Statements.

Pro forma full year information
The following unaudited pro forma summary presents the Group as if all of the businesses acquired in the year to 31 March 2006 had been acquired on 1 April 2005 or 1 April 2004, respectively. The pro forma amounts include the results of the acquired companies, amortisation of the acquired intangibles assets recognised on acquisition and the interest expense on debt incurred as a result of the acquisition. The pro forma amounts do not include any possible synergies from the acquisition. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.

  2006   2005  
  £m   £m  




 
Revenue 29,924   27,709  
(Loss) /profit for the financial year (21,870 ) 6,239  
(Loss) /profit attributable to equity shareholders (21,966 ) 6,131  
         
  Pence per share   Pence per share  




 
Basic (loss)/earnings per share from continuing and discontinued operations (35.09 ) 9.26  
Diluted (loss)/earnings per share from continuing and discontinued operations (1) (35.09 ) 9.23  




 
Note:
(1)

In the year ended 31 March 2006, there are no dilutive ordinary shares as the Group recorded a loss for the financial year.

 

Vodafone Group Plc Annual Report 2006 113

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Notes to the Consolidated Financial Statements
continued

29.   Discontinued operations and disposals
Japan – Vodafone K.K.
On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone K.K. to SoftBank. The transaction completed on 27 April 2006 with the Group receiving cash of approximately ¥1.42 trillion (£6.9 billion) including the repayment of intercompany debt of ¥0.16 trillion (£0.8 billion). In addition, the Group received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also assumed debt of approximately ¥0.13 trillion (£0.6 billion). Vodafone K.K. represented a separate geographical area of operation. On this basis, Vodafone K.K. has been treated as a discontinued operation.

Income statement and segment analysis of discontinued operation        
  2006   2005  
  £m   £m  




 
Service revenue 5,264   5,610  
Equipment and other revenue 2,004   1,786  




 
Segment revenue 7,268   7,396  
Inter-segment revenue (2 ) (1 )




 
Net revenue 7,266   7,395  
Operating expenses (5,667 ) (5,417 )
Depreciation and amortisation (1) (1,144 ) (1,314 )
Impairment loss (4,900 )  




 
Operating (loss)/profit (4,445 ) 664  
Non operating income and expense   13  
Net financing costs (3 ) (11 )




 
(Loss)/profit before taxation (4,448 ) 666  
Taxation relating to performance of discontinued operations 7   436  
Taxation relating to the classification of the discontinued operations (147 )  




 
(Loss)/profit for the financial year from discontinued operations (4,588 ) 1,102  




 
         
(Loss)/earnings per share from discontinued operations        
  2006   2005  
  Pence per share   Pence per share  




 
Basic (loss)/earnings per share (7.35 ) 1.56  
Diluted (loss)/earnings per share (7.35 ) 1.56  




 
Note:
(1) including gains and losses on disposal of fixed assets

Assets and liabilities of disposal group at 31 March 2006

  2006    
  £m    



 
Intangible assets 3,957    
Property, plant and equipment 4,546    
Other investments 29    
Cash and cash equivalents 161    
Inventory 131    
Trade and other receivables 1,113    
Deferred tax asset 655    



 
Total assets 10,592    



 
       
Current taxation liability (1 )  
Short and long-term borrowings (677 )  
Trade and other payables (1,579 )  
Deferred tax liabilities (246 )  
Other liabilities (40 )  



 
Total liabilities (2,543 )  



 

 

114 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Cash flows from discontinued operations        
  2006   2005  
  £m   £m  




 
Net cash flows from operating activities 1,651   1,739  
Net cash flows from investing activities (939 ) (448 )
Net cash flows from financing activities (536 ) (1,289 )




 
Net increase in cash and cash equivalents 176   2  
Cash and cash equivalents at the beginning of the financial year 4   3  
Exchange loss on cash and cash equivalents (19 ) (1 )




 
Cash and cash equivalents at the end of the financial year 161   4  




 

Sweden – Europolitan Vodafone AB
On 5 January 2006, the Group completed the disposal of its 100% interest in Europolitan Vodafone AB to Telenor Mobile Holding AS. The assets and liabilities of Europolitan Vodafone AB at the date of disposal, and the cash effects of the transaction, were as follows:

  £m  


 
Intangible assets 171  
Property, plant and equipment 581  
Inventory 10  
Trade and other receivables 155  
Cash and cash equivalents (5 )
Deferred tax liabilities (77 )
Short and long term borrowings (20 )
Trade and other payables (157 )


 
Net assets disposed of 658  
     
Total cash consideration 653  
Other effects (1) 8  


 
Net gain on disposal 3  


 
     
Net cash inflow arising on disposal:    
Cash consideration 653  
Cash and cash equivalents disposed of 5  


 
  658  


 
Note:
(1) Other effects include the recycling of currency translation on disposal and professional fees related to the disposal.

 

Vodafone Group Plc Annual Report 2006 115

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Notes to the Consolidated Financial Statements
continued

30.   Commitments
Operating lease commitments
The Group has entered into commercial leases on certain properties, network infrastructure, motor vehicles and items of machinery. The leases have various terms, escalation clauses, purchase options and renewal rights.

Future minimum lease payments under non-cancellable operating leases comprise:

  2006   2005  
  £m   £m  




 
Within one year 654   662  
In more than one year but less than two years 509   456  
In more than two years but less than three years 447   403  
In more than three years but less than four years 397   351  
In more than four years but less than five years 345   305  
In more than five years 1,292   1,170  




 
  3,644   3,347  




 

In addition to the amounts disclosed above as at 31 March 2006, there were additional operating lease commitments of £120 million relating to the Group’s discontinued operations in Japan, which were sold on 27 April 2006.

The total of future minimum sublease payments expected to be received under non-cancellable subleases is £60 million (2005: £51 million).

Capital and other financial commitments

      Group   Share of joint ventures  
 


 
 
  2006   2005   2006   2005  
  £m   £m   £m   £m  








 
Contracts placed for future capital expenditure not provided in the financial statements: (1)(2) 651   656   162   121  
Purchase commitments (2) 996   1,201   163   80  
Share purchase programme   565      
Purchase of MobiFon and Oskar   1,858      
Purchase of Telsim (3) 2,600        








 
  4,247   4,280   325   201  








 
Notes:
(1) Commitment includes contracts placed for property, plant and equipment and intangible assets.
(2) In addition to the amounts disclosed above as at 31 March 2006, there were additional commitments of £90 million for future capital expenditure and £368 million other purchase commitments relating to the Group’s discontinued operations in Japan, which were sold on 27 April 2006.
(3) In addition to the consideration price of $4.67 billion (approximately £2.6 billion), the Group will be required to pay approximately $0.4 billion of VAT which will be recoverable against Telsim's future VAT liabilities. The Group expects to recover this payment over the short to medium term.

 

116 Vodafone Group Plc Annual Report 2006

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  Financials
   

31.   Contingent liabilities

  2006   2005  
  £m   £m  




 
Performance bonds 189   382  
Credit guarantees – third party indebtedness 64   67  
Other guarantees and contingent liabilities 19   18  




 

 

Performance bonds
Performance bonds require the Group to make payments to third parties in the event that the Group does not perform what is expected of it under the terms of any related contracts.

Group performance bonds include £152 million (2005: £149 million) in respect of undertakings to roll out 3G networks in Spain and £nil (2005: £189 million) in respect of undertakings to roll out 2G and 3G networks in Germany .

Credit guarantees – third party indebtedness
Credit guarantees comprise guarantees and indemnities of bank or other facilities including those in respect of the Group’s associated undertakings and investments.

Other guarantees and contingent liabilities
Other guarantees principally comprise commitments to support disposed entities.

In addition to the amounts disclosed above, the Group has guaranteed financial indebtedness and issued performance bonds for £33 million (2005: £36 million) in respect of businesses which have been sold and for which counter indemnities have been received from the purchasers.

The Group also enters into lease arrangements in the normal course of business, which are principally in respect of land, buildings and equipment. Further details on the minimum lease payments due under non-cancellable operating lease arrangements can be found in note 30.

Legal proceedings
The Company and its subsidiaries are currently, and may be from time to time, involved in a number of legal proceedings, including inquiries from or discussions with governmental authorities, that are incidental to their operations. However, save as disclosed below, the Company and its subsidiaries are not involved currently in any legal or arbitration proceedings (including any governmental proceedings which are pending or known to be contemplated) which may have, or have had in the twelve months preceding the date of this report, a significant effect on the financial position or profitability of the Company and its subsidiaries.

The Company is a defendant in four actions in the United States alleging personal injury, including brain cancer, from mobile phone use. In each case, various other carriers and mobile phone manufacturers are also named as defendants. These actions are at an early stage and no accurate quantification of any losses which may arise out of the claims can therefore be made as at the date of this report. The Company is not aware that the health risks alleged in such personal injury claims have been substantiated and will be vigorously defending such claims.

In 2002, a class action lawsuit was brought in the United States District Court for the Southern District of New York against the Company and certain of its officers and directors under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder alleging principally that Vodafone had improperly delayed taking and disclosing goodwill impairment losses relating to certain fixed line and non-controlled mobile assets that Vodafone reported in the financial year ended 31 March 2002. Vodafone firmly denied any wrongdoing and believes the allegations are wholly without merit. On 4 March 2005, the parties entered into a definitive settlement agreement for a cash payment by Vodafone and its insurance carriers of $24.5 million, before fees and expenses, which was approved by the Court on 15 July 2005. The settlement, which covers all current and former defendants, does not involve any admission or evidence of wrongdoing by any of them. The plaintiffs’ application for reimbursement of costs and an award of attorneys’ fees to be paid form the settlement fund remains pending.

 

A subsidiary of the Company, Vodafone 2, is responding to an enquiry (“the Vodafone 2 enquiry”) by the UK Inland Revenue (now called “Her Majesty’s Revenue and Customs” and hereinafter referred to as “HMRC”) with regard to the UK tax treatment of its Luxembourg holding company, Vodafone Investments Luxembourg SARL (“VIL”), under the Controlled Foreign Companies section of the UK’s Income and Corporation Taxes Act 1988 (“the CFC Regime”) relating to the tax treatment of profits earned by the holding company for the accounting period ended 31 March 2001. Vodafone 2’s position is that it is not liable to corporation tax in the UK under the CFC Regime in respect of VIL. Vodafone 2 asserts, inter alia, that the CFC Regime is contrary to EU law and has made an application to the Special Commissioners of HMRC for closure of the Vodafone 2 enquiry. On 3 May 2005, the Special Commissioners referred certain questions relating to the compatability of the CFC Regime with EU law to the European Court of Justice (the “ECJ”) for determination. Vodafone 2’s application for closure has been stayed pending delivery of the ECJ’s judgment. In its judgement, the ECJ will only determine questions referred to it and does not have jurisdiction to determine the outcome of Vodafone 2’s application. Instead, the Special Commissioners will apply the ECJ’s judgement to the particular facts of Vodafone 2’s application. Although it is not possible to address all possible outcomes, it should be noted that even if the CFC Regime is held by the ECJ to be entirely lawful, Vodafone 2 would continue to resist the imposition of corporation tax liability on other grounds. On 15 June 2005, HMRC appealed to the High Court challenging the Special Commissioners’ decision to refer questions to the ECJ. This appeal was dismissed and HMRC has since appealed this dismissal to the Court of Appeal. A decision in the latter appeal is expected to be rendered in the second half of 2006. In addition to the Vodafone 2 enquiry, on 31 October 2005, HMRC commenced an enquiry into the residence of VIL which is ongoing (the “VIL enquiry”). VIL’s position is that it is resident for tax purposes solely in Luxembourg and therefore it is not liable for corporation tax in the UK. The Company has taken provisions, which at 31 March 2006 amounted to £2,098 million, for the potential UK corporation tax liability and related interest expense that may arise in connection with the Vodafone 2 and VIL enquiries, if the Company is not successful in its challenge of the CFC Regime. The provisions relate to the accounting period which is the subject of the proceedings described above as well as to accounting periods after 31 March 2001 to date.

The judgement of the ECJ is expected to be delivered at the beginning of 2007 at the earliest. In the absence of any material unexpected developments, the provisions are likely to be reassessed when the views of the ECJ become known.


 

Vodafone Group Plc Annual Report 2006 117

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Notes to the Consolidated Financial Statements
continued

32.   Reconciliation of net cash flows to operating activities

  2006   2005  
  £m   £m  




 
(Loss)/profit for the financial year from continuing operations (17,233 )   5,416  
(Loss)/profit for the financial year from discontinued operations (4,588 )   1,102  
Adjustments for (1) :        
    Tax on profit 2,520   1,433  
    Depreciation and amortisation 5,834   5,517  
    Loss on disposal of property, plant and equipment 88   162  
    Non operating income and expense 2   (6 )  
    Other income and expense (15)    
    Investment income (353   ) (303 )
    Financing costs 1,123   900  
    Impairment losses 28,415   475  
    Share of result in associated undertakings (2,428 )   (1,980 )  




 
Operating cash flows before movements in working capital 13,365   12,716  
Decrease in inventory 23   17  
Decrease/(increase) in trade and other receivables 54   (321 )  
Increase in payables 81   145  




 
Cash generated by operations 13,523   12,557  
Tax paid (1,682 ) (1,578 )  




 
Net cash flows from operating activities 11,841   10,979  




 
Note:  
(1) Adjustments include amounts relating to continuing and discontinued operations.

33.   Directors and key management compensation
Directors
Aggregate emoluments of the directors of the Company were as follows:

  2006   2005  
  £m   £m  




 
Salaries and fees 6   6  
Incentive schemes 5   4  
Benefits 2   1  




 
  13   11  




 

The aggregate gross pre-tax gain made on the exercise of share options in the year ended 31 March 2006 by directors who served during the year was less than £1 million (2005: £3 million).

Further details of directors’ emoluments can be found in “Board’s Report to Shareholders on Directors’ Remuneration – Remuneration for the year to 31 March 2006” on pages 61 to 69.

Key management compensation
Aggregate compensation for key management, being the directors and members of the Group Executive Committee, were as follows:

  2006   2005  
  £m   £m  




 
Short term employee benefits 26   18  
Post-employment benefits:        
    Defined benefit schemes 2   2  
    Defined contribution schemes 2   1  
Share-based payments 16   22  




 
  46   43  




 

 

118 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

34.   Employees
An analysis of the average employee headcount by category of activity is shown below.

  2006   2005  
  Number   Number  




 
By activity:        
Operations 12,541   11,923  
Selling and distribution 17,315   16,410  
Administration 31,816   29,426  




 
  61,672   57,759  




 
By segment:        
Mobile telecommunications:        
Germany 10,124   10,183  
Italy 7,123   7,213  
Spain 4,052   3,949  
UK 10,620   11,260  
Other Mobile Operations 22,895   18,858  
Common functions 2,628   2,201  




 
  57,442   53,664  




 
Other operations:        
Germany 4,086   4,095  
Other 144    




 
  4,230   4,095  




 
Total continuing operations 61,672   57,759  




 
Discontinued operations:        
Japan 2,733   3,033  




 
         
The cost incurred in respect of these employees (including directors) was: (1)
         
  2006   2005  
  £m   £m  




 
Continuing operations:        
Wages and salaries 1,879   1,752  
Social security costs 242   233  
Share based payments 109   130  
Other pension costs (see note 25) 80   70  




 
  2,310   2,185  




 
Note:
(1) From continuing operations. The cost incurred in respect of employees (including directors) from discontinued operations was £155 million (2005: £191 million).

35.   Subsequent events
On 17 March 2006, the Group announced an agreement to sell its 97.7% holding in Vodafone Japan to SoftBank. The transaction completed on 27 April 2006, with the Group receiving cash of approximately ¥1.42 trillion (£6.9 billion) including the repayment of intercompany debt of ¥0.16 trillion (£0.8 billion). In addition, the Group received non-cash consideration with a fair value of approximately ¥0.23 trillion (£1.1 billion), comprised of preferred equity and a subordinated loan. SoftBank also assumed debt of approximately ¥0.13 trillion (£0.6 billion).

On 13 December 2005, the Group announced it had agreed to acquire substantially all the assets and business of Telsim Mobil Telekomunikasyon (“Telsim”) from the Turkish Savings Deposit and Investment Fund. The acquisition completed on 24 May 2006. The cash paid on this date was US$4.67 billion (£2.6 billion).

 

Vodafone Group Plc Annual Report 2006 119

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Notes to the Consolidated Financial Statements
continued

36.   Related party transactions
Transactions with joint ventures and associated undertakings
Transactions between the Company and its subsidiaries, joint ventures and associates represent related party transactions. Transactions with subsidiaries have been eliminated on consolidation. Transactions between the Company and its joint ventures are not material to the extent that they have not been eliminated through proportionate consolidation. Except as disclosed below, no material related party transactions have been entered into, during the year, which might reasonably affect any decisions made by the users of these Consolidated Financial Statements.

  2006   2005  
  £m   £m  




 
Transactions with associated undertakings:        
Sales of goods and services 288   194  
Purchase of goods and services 268   243  




 
Amounts owed to joint ventures included within short term borrowings (1) 378   1,142  




 
Note:
(1) Loan arises through Vodafone Italy being part of a Group cash pooling arrangement. Interest is paid in line with short term market rates.

Amounts owed by and owed to associated undertakings are disclosed within notes 17 and 27.

Dividends received from associated undertakings are disclosed in the consolidated cash flow statement.

Group contributions to pension schemes are disclosed in note 25.

Compensation paid to the Company’s Board of directors and members of the Executive Committee is disclosed in note 33.

Transactions with directors
During the year ended 31 March 2006, and as of 26 May 2006, neither any director nor any other executive officer, nor any associate of any director or any other executive officer, was indebted to the Company.

Since 1 April 2005, the Company has not been, and is not now, a party to any other material transaction, or proposed transactions, in which any member of the key management personnel (including directors, any other executive officer, senior manager, any spouse or relative of any of the foregoing, or any relative of such spouse), had or was to have a direct or indirect material interest.

37.   Financial information of joint ventures and associated undertakings
Summary aggregated financial information of 50% or less owned entities accounted for using proportionate consolidation or under the equity method, extracted on a 100% basis from accounts prepared under IFRS at 31 March and for the years then ended, is set out below.

  2006   2005  
Entities classified as associated undertakings £m   £m  




 
Revenue 30,204   25,141  
Gross profit 12,506   12,358  
Profit for the financial year 5,768   4,883  




 
Non-current assets 42,776   36,385  
Current assets 5,868   5,763  




 
Total assets 48,644   42,148  




 
Current liabilities 8,365   11,475  
Non-current liabilities 9,367   5,579  




 
Total liabilities 17,732   17,054  




 
Total equity shareholders’ funds 29,951   24,155  
Minority interests 961   939  




 
Total equity and liabilities 48,644   42,148  




 

 

120 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

  2006   2005  
Entities classified as joint ventures £m   £m  




 
Revenue 4,919   3,946  
Gross profit 2,071   1,611  
Profit for the financial year 786   658  




 
Non-current assets 7,631   2,983  
Current assets 1,389   1,056  




 
Total assets 9,020   4,039  




 
Current liabilities 2,384   1,458  
Non-current liabilities 1,164   362  




 
Total liabilities 3,548   1,820  




 
Total equity shareholders’ funds 5,432   2,207  
Minority interests 40   12  




 
Total equity and liabilities 9,020   4,039  




 

Summary aggregated financial information of Vodafone Omnitel N.V., extracted on a 100% basis from financial statements prepared under IFRS at 31 March and for the years then ended, is set out below.

  2006   2005  
  £m   £m  




 
Revenue 5,619   5,518  
Gross profit 2,995   2,779  
(Loss)/profit for the financial year (2,134 ) 1,507  




 
Non-current assets 20,280   24,186  
Current assets 2,837   6,117  




 
Total assets 23,117   30,303  




 
Current liabilities 1,915   1,719  
Non-current liabilities 78   312  




 
Total liabilities 1,993   2,031  




 
Total equity shareholders’ funds 21,124   28,272  




 
Total equity and liabilities 23,117   30,303  




 

 

Vodafone Group Plc Annual Report 2006 121

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Notes to the Consolidated Financial Statements
continued

38. US GAAP information
The following is a summary of the effects of the differences between US GAAP and IFRS. The unaudited translation of pounds sterling amounts into US dollars is provided solely for convenience based on the Noon Buying Rate on 31 March 2006 of $1.7393: £1. Amounts at 31 March 2005 and for the year then ended have been restated to give effect to the modified retrospective adoption of SFAS No. 123 (Revised 2004), discussed in (j) below.

Net loss for the years ended 31 March

      2006   2006   2005  
              Restated  
  Reference   $m   £m   £m  








 
Revenue (IFRS)     51,048   29,350   26,678  
Items (decreasing)/increasing revenues:                
Discontinued operations     (1,642 ) (944 ) (1,108 )  
Basis of consolidation a   (10,011 ) (5,756 ) (5,423 )  
Connection revenue b   1,924   1,106   1,223  








 
Revenue (US GAAP)     41,319   23,756   21,370  








 
(Loss)/profit for the financial year (IFRS)     (37,953 ) (21,821 ) 6,518  
                 
Items (increasing)/decreasing net loss:                
    Investments accounted for under the equity method c   (2,139 ) (1,230 ) (5,440 )  
    Connection revenue and costs b   17   10   16  
    Goodwill and other intangible assets d   (24,870 ) (14,299 ) (15,534 )  
    Impairment losses e   26,745   15,377   475  
    Amortisation of capitalised interest f   (188 ) (108 ) (105 )  
    Interest capitalised during the year f   63   36   19  
    Other g   (74 ) (42 ) 99  
    Income taxes h   15,483   8,902   6,680  
    Minority interests i   (165 ) (95 ) (108 )  
    Cumulative effect of change in accounting principle: post employment benefits j       (195 )  
    Cumulative effect of change in accounting principle: intangible assets j       (6,177 )  








 
Net loss (US GAAP)     (23,081 ) (13,270 ) (13,752 )  








 

Shareholders’ equity at 31 March

                 
      2006   2006   2005  
              Restated  
  Reference   $m   £m   £m  








 
Total equity (IFRS)     148,383   85,312   113,648  
Items (decreasing)/increasing shareholders’ funds:                
    Investments accounted for under the equity method c   (3,978 ) (2,287 ) (982 )  
    Connection revenue and costs b   (9 ) (5 ) (14 )  
    Goodwill and other intangible assets d   56,618   32,552   31,714  
    Capitalised interest f   2,510   1,443   1,529  
    Other g   365   210   104  
    Income taxes h   (52,795 ) (30,354 ) (38,856 )  
    Minority interests i   197   113   152  








 
Shareholders’ equity (US GAAP)     151,291   86,984   107,295  








 

 

122 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

US GAAP condensed consolidated statement of operations

      2006   2006   2005  
              Restated  
  Reference   $m   £m   £m  








 
Revenue     41,319   23,756   21,370  
Cost of sales     (48,920 ) (28,126 ) (27,803 )  
Selling, general and administrative expense     (7,552 ) (4,342 ) (3,779 )  








 
Operating loss     (15,153 ) (8,712 ) (10,212 )  
Share of results in investments accounted for under the equity method     (1,816 ) (1,044 ) (2,179 )  
Non-operating income and expense     (1,151 ) (662 ) (465 )  








 
Loss before income taxes     (18,120 ) (10,418 ) (12,856 )  
Income tax benefit     5,614   3,228   4,994  
Minority interests     (170 ) (98 ) (108 )  








 
Loss from continuing operations     (12,676 ) (7,288 ) (7,970 )  
Discontinued operations, net of taxes     (10,405 ) (5,982 ) 590  
Cumulative effect of changes in accounting principles, net of taxes         (6,372 )  








 
Net loss     (23,081 ) (13,270 ) (13,752 )  








 
                 
Basic and diluted loss per share:     Cents   Pence   Pence  
    Loss from continuing operations     (20.25 ) (11.64 ) (12.03 )  
    Discontinued operations     (16.62 ) (9.56 ) 0.89  
    Cumulative effect of changes in accounting principles         (9.63 )  








 
    Net loss k   (36.87 ) (21.20 ) (20.77 )  








 

 

Discontinued operations
As discussed in note 29, the Group disposed of its interests in Vodafone Sweden during the year ended 31 March 2006. Vodafone Sweden has been classified as discontinued under US GAAP.

Summary of differences between IFRS and US GAAP
The Consolidated Financial Statements are prepared in accordance with IFRS, which differ in certain material respects from US GAAP. The differences that are material to the Group relate to the following:

a.   Basis of consolidation
The basis of consolidation under IFRS differs from that under US GAAP. The Group has interests in several jointly controlled entities, the most significant being Vodafone Italy. Under IFRS, the Group reports its interests in jointly controlled entities using proportionate consolidation. The Group’s share of the assets, liabilities, income, expenses and cash flows of jointly controlled entities are combined with the equivalent items in the Consolidated Financial Statements on a line-by-line basis. Under US GAAP, the results and assets and liabilities of jointly controlled entities are incorporated in the Consolidated Financial Statements using the equity method of accounting. Under the equity method, investments in jointly controlled entities are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Group’s share of the net assets of the jointly controlled entity, less any impairment in the value of the investment. The Group’s share of the assets, liabilities, income and expenses of jointly controlled entities which are included in the Consolidated Financial Statements are reported in note 13.

b.   Connection revenues and costs
Under IFRS and, for transactions subsequent to 30 September 2003, under US GAAP, customer connection revenue is recognised together with the related equipment revenue to the extent that the aggregate equipment and connection revenue does not exceed the fair value of the equipment delivered to the customer. Any customer connection revenue not recognised together with related equipment revenue is deferred and recognised over the period in which services are expected to be provided to the customer.

For transactions prior to 1 October 2003, connection revenue under US GAAP is recognised over the period that a customer is expected to remain connected to a network. Connection costs directly attributable to the income deferred are recognised over the same period. Where connection costs exceed connection revenue, the excess costs were charged in the statement of operations immediately upon connection. The balances of deferred revenue and deferred charges as of 30 September 2003 continue to be recognised over the period that a customer is expected to remain connected to a network.

c.   Investments accounted for under the equity method
This line item includes the net effect of IFRS to US GAAP adjustments affecting net loss and shareholders’ equity related to investments accounted for under the equity method, other than the cumulative effect of change in accounting principle related to intangible assets, which has been disclosed separately. The differences are:

Adjustment to the share of results in investments accounted for under the equity method

  2006   2005  
  £m   £m  




 
Goodwill and other intangible assets associated with investments accounted for under the equity method
(7,772 ) (8,864 )  
Impairment loss 3,600    
Income taxes 2,863   3,362  
Other 79   62  




 
Total (1,230 ) (5,440 )  




 

Adjustments to the carrying value of investments accounted for under the equity method

  2006   2005  
  £m   £m  




 
Goodwill and other intangible assets associated with investments accounted for under the equity method
9,539   13,549  
Income taxes (11,997 ) (14,615 )  
Other 171   84  




 
Total (2,287 ) (982 )  




 

 

Vodafone Group Plc Annual Report 2006 123

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Notes to the Consolidated Financial Statements
continued

38. US GAAP information continued
d. Goodwill and other intangible assets
The differences related to goodwill and other intangible assets included in the reconciliations of net loss and shareholders’ equity relate to acquisitions prior to the Group’s adoption of SEC guidance issued on 29 September 2004. In determining the value of licences purchased in business combinations prior to 29 September 2004, the Group allocated the portion of the purchase price, in excess of the fair value attributed to the share of net assets acquired, to licences. The Group had previously concluded that the nature of the licences and the related goodwill acquired in business combinations was fundamentally indistinguishable.

Following the adoption of the SEC guidance issued on 29 September 2004, the Group’s US GAAP accounting policy for initial and subsequent measurement of goodwill and other intangible assets, other than determination of impairment of goodwill and finite lived intangible assets, is substantially aligned to that of IFRS described in note 2. However, there are substantial adjustments arising prior to 29 September 2004 from different methods of transition to current IFRS and US GAAP as discussed below.

Goodwill arising before the date of transition to IFRS has been retained under IFRS at the previous UK GAAP amounts for acquisitions prior to 1 April 2004. The Group has assigned amounts to licences and customer bases under US GAAP as they meet the criteria for recognition separately from goodwill, while these had not been recognised separately from goodwill under UK GAAP because they did not meet the recognition criteria. Under US GAAP, goodwill and other intangible assets with indefinite lives are capitalised and not amortised, but tested for impairment at least annually. Intangible assets with finite lives are capitalised and amortised over their useful economic lives.

Under IFRS and US GAAP, the purchase price of a transaction accounted for as an acquisition is based on the fair value of the consideration. In the case of share consideration, under IFRS the fair value of such consideration is based on the share price on the date of exchange. Under US GAAP, the fair value of the share consideration is based on the average share price over a reasonable period of time before and after the proposed acquisition is agreed to and announced. This has resulted in a difference in the fair value of the consideration for certain acquisitions and consequently in the amount of goodwill capitalised under IFRS and US GAAP.

The Group’s accounting policy for testing goodwill and finite lived intangible assets for impairment under IFRS is discussed in note 2. For the purpose of goodwill impairment testing under US GAAP, the fair value of a reporting unit including goodwill is compared to its carrying value. If the fair value of a reporting unit is lower than its carrying value, the fair value of the goodwill within that reporting unit is compared to its respective carrying value, with any excess carrying value written off as an impairment loss. The fair value of the goodwill is the difference between the fair value of the reporting unit and the fair value of the identifiable net assets of the reporting unit. Intangible assets with finite lives are subject to periodic impairment tests when circumstances indicate that an impairment loss may exist. Where an asset’s (or asset group’s) carrying amount exceeds its sum of undiscounted future cash flows, an impairment loss is recognised in an amount equal to the amount by which the asset’s (or asset group’s) carrying amount exceeds its fair value, which is generally based on discounted cash flows.

As a result of the above, there are significant amounts reported as goodwill and not amortised under IFRS which are reported as licences, customers and deferred tax liabilities under US GAAP.

During the year ended 31 March 2005, the Group undertook a number of transactions, including a stake increase in Vodafone Hungary. Under US GAAP, these transactions have resulted in the Group assigning £65 million to intangible assets, of which £21 million was assigned to cellular licences and £20 million to customer bases. A corresponding deferred tax liability of £8 million was recognised. All intangible assets acquired, other than goodwill, are deemed to be of finite life, with a weighted average amortisation period of 8 years, comprising licences of 10 years and customer bases of 5 years.

Finite-lived intangible assets        
  2006   2005  
Licences £m   £m  




 
Gross carrying value 154,135   152,831  
Accumulated amortisation (75,170 ) (61,188 )  




 
  78,965   91,643  




 
         
Customer bases        




 
Gross carrying value 1,663   5,952  
Accumulated amortisation (1,071 ) (5,333 )  




 
  592   619  




 

The total amortisation charge for the year ended 31 March 2006, under US GAAP, was £15,011 million (2005: £15,400 million). The estimated future amortisation charge on finite-lived intangible assets for each of the next five years is set out in the following table. The estimate is based on finite-lived intangible assets recognised at 31 March 2006 using foreign exchange rates on that date. It is likely that future amortisation charges will vary from the figures below, as the estimate does not include the impact of any future investments, disposals, capital expenditures or fluctuations in foreign exchange rates.

Year ending 31 March £m  


 
2007 15,448  
2008 15,362  
2009 15,264  
2010 12,367  
2011 3,754  


 

e.   Impairment losses
As discussed in note 10, during the year ended 31 March 2006, the Group recorded impairment losses of £23,000 million in relation to the goodwill of Vodafone Germany and Vodafone Italy under IFRS. Under US GAAP, the Group evaluated the recoverability of the long-lived assets, comprised primarily of licences, in Vodafone Germany and Vodafone Italy using undiscounted cash flows and determined that the carrying amount of these assets was recoverable. As a result, the IFRS impairment losses of £23,000 million related to Vodafone Germany and Vodafone Italy were not recognised under US GAAP.

During the year ended 31 March 2006, the Group also recorded an impairment loss under IFRS of £515 million and £4,900 million in relation to the goodwill of Vodafone Sweden and Vodafone Japan, respectively. Under US GAAP, the Group recognised impairment losses of licences of £883 million and £8,556 million in Vodafone Sweden and in Vodafone Japan. As a result of these impairment losses, the Group released related deferred tax liabilities of £247 million and £3,508 million, which have been included in the adjustment for income taxes. The impairment losses on Vodafone Sweden’s and Vodafone Japan’s licences have been included in discontinued operations under US GAAP.

Cumulative cumulative foreign currency gains and losses arising on the translation of the assets and liabilities into sterling have been included in the carrying value of a discontinued operation when assessing that carrying value for impairment.

f.   Capitalised interest
Under IFRS, the Group has adopted the benchmark accounting treatment for borrowing costs and, as a result, the Group does not capitalise interest costs on borrowings in respect of the acquisition or construction of tangible and intangible fixed assets. Under US GAAP, the interest costs of financing the acquisition or construction of network assets and other fixed assets is capitalised during the period of construction until the date that the asset is placed in service. Interest costs of financing the acquisition of licences are also capitalised until the date that the related network service is launched. Capitalised interest costs are amortised over the estimated useful lives of the related assets.

g.   Other
Financial instruments
Under IFRS, the equity put rights and similar arrangements are classified as financial liabilities. The liabilities are measured as the present value of the estimated exercise prices of the equity put rights and similar arrangements, which is the fair value of the underlying shares on the date of exercise, with any changes in this estimate recognised in the consolidated income statement each period. Under US GAAP, these equity put rights and similar arrangements are generally classified as derivative instruments. Consequently, this financial liability is eliminated for US GAAP purposes and the equity put rights and similar arrangements are accounted for at fair value.

Pensions
Under both IFRS and US GAAP, the Group recognises actuarial gains and losses as they are incurred. Under IFRS, these gains and losses are recognised directly in equity. These gains and losses are included in the determination of net loss under US GAAP.

Other recognised income and expense
Under both IFRS and US GAAP, the cumulative foreign currency gains and losses arising on the translation of the assets and liabilities of entities with a functional currency other than sterling are reclassified from accumulated other recognised income and expense and included in the determination of profit for the period or net loss on sale or liquidation of a foreign entity. Differences in the amount reclassified arise due to differences in the carrying values of the underlying net assets and because the Group deemed the cumulative translation differences at the date of transition to IFRS to be zero.


 

124 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

During the year ended 31 March 2006, £9 million of foreign currency losses were reclassified from other recognised income and expense and included in the determination of US GAAP net loss as a result of the disposal of Vodafone Sweden. During the year ended 31 March 2005, £63 million of foreign currency losses were reclassified from other recognised income and expense and included in the determination of US GAAP net loss as a result of the partial disposal of Vodafone Egypt. Under IFRS, these gains amounted to £36 million for the year ended 31 March 2006.

h.   Income taxes
The most significant component of the income tax adjustment is due to temporary differences between the book basis and tax basis of intangible assets other than goodwill acquired in business combinations prior to 29 September 2004, resulting in the recognition of deferred tax liabilities under US GAAP. This line item also includes the tax effects of the other pre-tax IFRS to US GAAP adjustments described above.

Under IFRS, the Group does not recognise a deferred tax liability on the outside basis differences in its investment in associates to the extent that the Group controls the timing of the reversal of the difference and it is probable the difference will not reverse in the foreseeable future. Under US GAAP, the Group recognises deferred tax liabilities on these differences.

i.   Minority interests
Minority interests are reported as a component of total equity under IFRS and, accordingly, profit for the period does not include an adjustment for profit for the period attributable to minority interests. Under US GAAP, minority interests are reported outside of shareholders’ equity and the minority interest in the income of consolidated subsidiaries is an adjustment to US GAAP net income.

j.   Changes in accounting principles
Post employment benefits
During the second half of the year ended 31 March 2005, the Group amended its policy for accounting for actuarial gains and losses arising from its pension obligations effective 1 April 2004. Until 31 March 2004, the Group used a corridor approach under SFAS No. 87, “Employers’ Accounting for Pensions” in which actuarial gains and losses were deferred and amortised over the expected remaining service period of the employees. The Group now recognises these gains and losses through the income statement in the period in which they arise as the new policy more faithfully represents the Group’s financial position and more closely aligns the Group’s US GAAP policy to its IFRS policy of immediate recognition of these items.

The cumulative effect on periods prior to adoption of £288 million has been shown, net of tax of £93 million, as a cumulative effect of a change in accounting principle in the reconciliation of net loss. The effect of the change in the year ended 31 March 2005 was to increase loss from continuing operations by £55 million (or 0.08 pence per share).

Intangible assets
On 29 September 2004, the SEC Staff issued new guidance on the interpretation of SFAS No. 142 in relation to the valuation of intangible assets in business combinations and impairment testing. This guidance has been codified as EITF Topic D-108. Historically, the Group assigned to mobile licences the residual purchase price in business combinations in excess of the fair values of all assets and liabilities acquired other than mobile licences and goodwill. This approach was on the basis that mobile licences were indistinguishable from goodwill. The new SEC guidance requires the Group to distinguish between mobile licences and goodwill. However, the new guidance does not permit the amount historically reported as mobile licences to be subsequently reallocated between mobile licences and goodwill.

The new guidance will affect the allocation of the purchase price in future business combinations involving entities with mobile licences. The Group has applied the guidance relating to the allocation of purchase price to all business combinations consummated subsequent to 29 September 2004. This has resulted in values being assigned to licences using a direct valuation method, with any remaining residual purchase price allocated to goodwill.

In impairment testing of mobile licences associated with the Verizon Wireless equity method investment accounted for under SFAS No. 142, the Group has used a similar residual approach to determine the fair value of the licences when testing the asset for recoverability. In their announcement, the SEC Staff stated that the residual method of accounting for intangible assets should no longer be used and that companies should perform an impairment test using a direct method on all assets which were previously tested using a residual method. The Group’s licences in other businesses are not tested for recoverability using a residual method and are, therefore, not affected by the new guidance.

The Group completed its transitional impairment test of Verizon Wireless’ mobile licences as of 1 January 2005. This resulted in a pre-tax charge of £11,416 million. This impairment loss is included, net of the related tax of £5,239 million, in the cumulative effect of change in accounting principle in the reconciliation of net loss. The tax effect comprises the release of £1,220 million representing the Group’s share of Verizon Wireless’ deferred tax liabilities and £4,019 million deferred tax liabilities representing taxes recognised by the Group on its investment in Verizon Wireless. Fair value was determined as the present value of estimated future net cash flows allocable to the mobile licences. Verizon Wireless is included in the segment “Mobile telecommunications – US”.

Share-based payments
The Group adopted SFAS No. 123 (Revised 2004), “Share-based Payment”, and related FASB staff positions on 1 October 2005. SFAS No. 123 (Revised 2004) eliminates the option to account for share-based payments to employees using the intrinsic value method and requires share-based payments to be recorded using the fair value method. Under the fair value method, the compensation cost for employees and directors is determined at the date awards are granted and recognised over the service period.

Concurrent with the adoption of SFAS No. 123 (Revised 2004), the Group adopted Staff Accounting Bulletin (SAB) 107. SAB 107 summarises the views of the SEC Staff regarding the interaction between SFAS No. 123 (Revised 2004) and certain SEC rules and regulations and provides the staff’s views regarding the valuation of share-based payment arrangements for public companies.

The Group has adopted SFAS No. 123 (Revised 2004) using the modified retrospective method. Under this method, the Group has adjusted the financial statements for the periods between 1 April 1995 and 30 September 2005 to give effect to the fair value method of accounting for awards granted, modified or settled during those periods on a basis consistent with the pro forma amounts disclosed under the requirements of the original SFAS No. 123, “Accounting for Stock-Based Compensation”. The provisions of SFAS No. 123 (Revised 2004) will be applied to all awards granted, modified, or settled after 1 October 2005. The effect of applying the original provisions of SFAS No. 123 under the modified retrospective method of adoption on the year ended 31 March 2005 was to decrease loss before income taxes, loss from continuing operations and net loss by £66 million, £30 million and £30 million respectively (six months ended 30 September 2005: increases of £4 million, £8 million and £8 million respectively). The adjustment also had the effect of decreasing both basic and diluted loss per share from continuing operations and net loss by 0.05 pence (six months ended 30 September 2005: increase 0.01 pence). The adoption of SFAS No. 123 (Revised 2004) increased shareholders’ equity at 1 April 2004 by £112 million.

k.   Loss per share
The share options and shares described in note 20 were excluded from the calculation of diluted loss per share as the effect of their inclusion in the calculation would be antidilutive due to the Group recognising a loss in all periods presented.

39.   New accounting standards
The Group has not adopted the following standards, which have been issued by the IASB or the International Financial Reporting Interpretations Committee (“IFRIC”). The Group does not currently believe the adoption of these standards will have a material impact on the consolidated results or financial position of the Group.

IAS Amendment, “Amendment to IAS 1, “Presentation of Financial Statements” – Capital Disclosures” (effective for annual periods beginning after 1 January 2007, with earlier application encouraged).
   
IFRIC 4, “Determining whether an Arrangements contains a Lease” (effective from 1 April 2006).
   
IFRIC 5, “Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds” (effective from 1 April 2006).
   
IFRIC 6, “Liabilities arising from Participating in a Specific Market – Waste Electrical and Electronic Equipment” (effective from 1 April 2006).
   
IFRIC 7, “Applying the Restatement Approach under IAS 29, “Financial Reporting in Hyperinflationary Economies” (effective from 1 April 2006).
   
IFRIC 8, “Scope of IFRS 2” (effective for annual periods beginning on or after 1 May 2006, with early application encouraged). This interpretation has not yet been adopted for use in the EU.
   
IFRIC 9, “Reassessment of Embedded Derivatives” (effective for annual periods beginning on or after 1 June 2006, with early application encouraged). This interpretation has not yet been adopted for use in the EU.

 

Vodafone Group Plc Annual Report 2006 125

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Notes to the Consolidated Financial Statements
continued

 

40.   Transition to IFRS on first-time adoption
Basis of preparation of IFRS financial information
The Group’s Annual Report for the year ended 31 March 2006 is the first annual Consolidated Financial Statements that comply with IFRS. The Consolidated Financial Statements have been prepared in accordance with the significant accounting policies described in note 2. The Group has applied IFRS 1, “First-time Adoption of International Financial Reporting Standards” in preparing these statements.

IFRS 1 exemptions
IFRS 1 sets out the procedures that the Group must follow when it adopts IFRS for the first time as the basis for preparing its Consolidated Financial Statements. The Group is required to establish its IFRS accounting policies as at 31 March 2006 and, in general, apply these retrospectively to determine the IFRS opening balance sheet at its date of transition, 1 April 2004. This standard provides a number of optional exemptions to this general principle. These are set out below, together with a description in each case of the exemption adopted by the Group.

Business combinations that occurred before the opening IFRS balance sheet
   date (IFRS 3, “Business Combinations”)
The Group has elected not to apply IFRS 3 retrospectively to business combinations that took place before the date of transition. As a result, in the opening balance sheet, goodwill arising from past business combinations remains as stated under UK GAAP at 31 March 2004.

If the Group had elected to apply IFRS 3 retrospectively, the purchase consideration would have been allocated to the following major categories of acquired intangible assets and liabilities based on their fair values: licence and spectrum fees, brands, customer bases, and deferred tax liabilities. Goodwill would have been recognised as the excess of the purchase consideration over the fair values of acquired assets and liabilities – retrospective application may have resulted in an increase or decrease to goodwill. The fair values of the acquired intangible assets would have been amortised over their respective useful lives.

Employee benefits – actuarial gains and losses (IAS 19, “Employee Benefits”)
The Group has elected to recognise all cumulative actuarial gains and losses in relation to employee benefit schemes at the date of transition.

Share-based payments (IFRS 2, “Share-based Payment”)
The Group has elected to apply IFRS 2 to all relevant share-based payment transactions granted but not fully vested at 1 April 2004.

Financial instruments (IAS 39, “Financial Instruments: Recognition and
   Measurement” and IFRS 7, “Financial Instruments: Disclosures”)
The Group has applied IAS 32 and IAS 39 for all periods presented and has therefore not taken advantage of the exemption in IFRS 1 that would enable the Group to only apply these standards from 1 April 2005.

Cumulative translation differences (IAS 21, “The Effects of Changes in
   Foreign Exchange Rates”)
The Group has deemed the cumulative translation differences at the date of transition to IFRS to be zero. As a result, the gain or loss of a subsequent disposal of any foreign operation will exclude the translation differences that arose before the date of transition to IFRS.

If the Group had not applied the exemption, the gain or loss on any disposals after the transition date would include additional cumulative transaction differences relating to the businesses disposed of.

Fair value or revaluation as deemed cost (IAS 16, “Property, Plant and
   Equipment” and IAS 38, “Intangible Assets”)
The Group has not elected to measure any item of property, plant and equipment or intangible asset at the date of transition to IFRS at its fair value.


 

Impact of transition to IFRS
The following is a summary of the effects of the differences between IFRS and UK GAAP on the Group’s total equity shareholders’ funds and profit for the financial year for the years previously reported under UK GAAP following the date of transition to IFRS.

Total equity shareholders’ funds

    1 April 2004   31 March 2005  
  Note £m   £m  





 
Total equity shareholders’ funds (UK GAAP)   111,924   99,317  
Measurement and recognition differences:          
    Intangible assets a (164 ) 13,986  
    Proposed dividends b 728   1,395  
    Financial instruments c 385   350  
    Share-based payments d 12   63  
    Defined benefit pension schemes e (257 ) (361 )
    Deferred and current taxes f (1,011 ) (774 )
    Other   (66 ) (176 )





 
Total equity shareholders’ funds (IFRS)   111,551   113,800  





 

Profit for the year ended 31 March 2005          
  Note     £m  





 
Loss on ordinary activities after taxation (UK GAAP)       (6,938)  
Measurement and recognition differences:          
    Intangible assets a     14,263  
    Financial instruments c     (174 )
    Share-based payments d     (91 )
    Defined benefit pension schemes e     7  
    Deferred and current taxes f     10  
    Other       (130 )
Presentation differences:          
    Presentation of equity accounted investments g     (45 )
    Presentation of joint ventures h     (384 )





 
Profit for the financial year (IFRS)       6,518  





 

There were no significant differences between IFRS and UK GAAP on the Group’s cash flow statement for the year ended 31 March 2005.

 

126 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Principal differences between IFRS and UK GAAP
Measurement and recognition differences
a.   Intangible assets
IAS 38, “Intangible Assets” requires that goodwill is not amortised. Instead it is subject to an annual impairment review. As the Group has elected not to apply IFRS 3 retrospectively to business combinations prior to the opening balance sheet date under IFRS, the UK GAAP goodwill balance, after adjusting for items including the impact of proportionate consolidation of joint ventures, at 31 March 2004 (£78,753 million) has been included in the opening IFRS consolidated balance sheet and is no longer amortised.

Under IAS 38, capitalised payments for licences and spectrum fees are amortised on a straight line basis over their useful economic life. Amortisation is charged from the commencement of service of the network. Under UK GAAP, the Group’s policy was to amortise such costs in proportion to the capacity of the network during the start up period and then on a straight-line basis thereafter.

b.   Proposed dividends
IAS 10, “Events after the Balance Sheet Date” requires that dividends declared after the balance sheet date should not be recognised as a liability at that balance sheet date as the liability does not represent a present obligation as defined by IAS 37, “Provisions, Contingent Liabilities and Contingent Assets”.

c.   Financial instruments
IAS 32, “Financial Instruments: Disclosure and Presentation” and IAS 39, “Financial Instruments: Recognition and Measurement” address the accounting for, and reporting of, financial instruments. IAS 39 sets out detailed accounting requirements in relation to financial assets and liabilities.

All derivative financial instruments are accounted for at fair market value whilst other financial instruments are accounted for either at amortised cost or at fair value depending on their classification. Subject to certain criteria, financial assets and financial liabilities may be designated as forming hedge relationships as a result of which fair value changes are offset in the income statement or charged/credited to equity depending on the nature of the hedge relationship.

d.   Share-based payments
IFRS 2, “Share-based Payment” requires that an expense for equity instruments granted be recognised in the financial statements based on their fair value at the date of grant. This expense, which is primarily in relation to employee option and performance share schemes, is recognised over the vesting period of the scheme.

While IFRS 2 allows the measurement of this expense to be calculated only on options granted after 7 November 2002, the Group has applied IFRS 2 to all instruments granted but not fully vested as at 1 April 2004. The Group has adopted the binomial model for the purposes of calculating fair value under IFRS, calibrated using a Black-Scholes framework.

e.   Defined benefit pension schemes
The Group elected to adopt early the amendment to IAS 19, “Employee Benefits” issued by the IASB on 16 December 2004 which allows all actuarial gains and losses to be charged or credited to equity.

The Group’s opening IFRS balance sheet at 1 April 2004 reflects the assets and liabilities of the Group’s defined benefit schemes totalling a net liability of £154 million. The transitional adjustment of £257 million to opening reserves comprises the reversal of entries in relation to UK GAAP accounting under SSAP 24 less the recognition of the net liabilities of the Group’s and associated undertakings’ defined benefit schemes.

f.   Deferred and current taxes
The scope of IAS 12, “Income Taxes” is wider than the corresponding UK GAAP standards, and requires deferred tax to be provided on all temporary differences rather than just timing differences under UK GAAP.

As a result, taxes in the Group's IFRS opening balance sheet at 1 April 2004 were adjusted by £1.0 billion. This includes an additional deferred tax liability of £1.8 billion in respect of the differences between the carrying value and tax written down value of the Group's investments in associated undertakings and joint ventures. This comprises £1.3 billion in respect of differences that arose when US investments were acquired and £0.5 billion in respect of undistributed earnings of certain associated undertakings and joint ventures, principally Vodafone Italy. UK GAAP does not permit deferred tax to be provided on the undistributed earnings of the Group’s associated undertakings and joint ventures until there is a binding obligation to distribute those earnings.

IAS 12 also requires deferred tax to be provided in respect of the Group’s liabilities under its post employment benefit arrangements and on other employee benefits such as share and share option schemes.

Presentation differences
g.   Presentation of equity accounted investments
Under IFRS, in accordance with IAS 1, “Presentation of Financial Statements”, “Tax on profit” on the face of the consolidated income statement comprises the tax charge of the Company, its subsidiaries and its share of the tax charge of joint ventures. The Group’s share of its associated undertakings’ tax charges is shown as part of “Share of result in associated undertakings” rather than being disclosed as part of the tax charge under UK GAAP.

In respect of the Verizon Wireless partnership, the line “Share of result in associated undertakings” includes the Group’s share of pre-tax partnership income and the Group’s share of the post-tax income attributable to corporate entities (as determined for US corporate income tax purposes) held by the partnership. The tax attributable to the Group’s share of allocable partnership income is included as part of “Tax on profit” in the consolidated income statement. This treatment reflects the fact that tax on allocable partnership income is, for US corporate income tax purposes, a liability of the partners and not the partnership. Under UK GAAP, the Group’s share of minority interests in associated undertakings was reported in minority interests, under IFRS this is reported within investments in associated undertakings.

h.   Presentation of joint ventures
IAS 31, “Interests in Joint Ventures” defines a jointly controlled entity as an entity where unanimous consent over the strategic financial and operating decisions is required between the parties sharing control. Control is defined as the power to govern the financial and operating decisions of an entity so as to obtain economic benefit from it.

The Group has reviewed the classification of its investments and concluded that the Group’s 76.9% (31 March 2005: 76.8%) interest in Vodafone Italy, classified as a subsidiary undertaking under UK GAAP, should be accounted for as a joint venture under IFRS. In addition, the Group’s interests in South Africa, Poland, Kenya and Fiji, which were classified as associated undertakings under UK GAAP, have been classified as joint ventures under IFRS as a result of the contractual rights held by the Group. The Group’s interest in Romania was classified as a joint venture until the acquisition of the controlling stake from Telesystem International Wireless Inc. of Canada completed on 31 May 2005. The Group has adopted proportionate consolidation as the method of accounting for these six entities.

Under UK GAAP, the revenue, operating profit, net financing costs and taxation of Vodafone Italy were consolidated in full in the income statement with a corresponding allocation to minority interest. Under proportionate consolidation, the Group recognises its share of all income statement lines with no allocation to minority interest. There is no effect on the result for a financial period from this adjustment.

Under UK GAAP, the Group’s interests in South Africa, Poland, Romania, Kenya and Fiji were accounted for under the equity method, with the Group’s share of operating profit, interest and tax being recognised separately in the consolidated income statement. Under proportionate consolidation, the Group recognises its share of all income statement lines. There is no effect on the result for a financial period from this adjustment.

Under UK GAAP, the Group fully consolidated the cash flows of Vodafone Italy, but did not consolidate the cash flows of its associated undertakings. The IFRS consolidated cash flow statement reflects the Group’s share of cash flows relating to its joint ventures on a line by line basis, with a corresponding recognition of the Group’s share of net debt for each of the proportionately consolidated entities.

Other differences
i.   Reclassification of non-equity minority interests to liabilities
The primary impact of the implementation of IAS 32 is the reclassification of the $1.65 billion preferred shares issued by the Group’s subsidiary, Vodafone Americas Inc., from non-equity minority interests to liabilities. The reclassification at 1 April 2004 was £875 million. Dividend payments by this subsidiary, which were previously reported in the Group’s income statement as non-equity minority interests, have been reclassified to financing costs.

j.   Fair value of available-for-sale financial assets
The Group has classified certain of its cost-based investments as available-for-sale financial assets as defined in IAS 39. This classification does not reflect the intentions of management in relation to these investments. These assets are measured at fair value at each reporting date with movements in fair value taken to equity. At 1 April 2004, a cumulative increase of £233 million in the fair value over the carrying value of these investments was recognised.


 

Vodafone Group Plc Annual Report 2006 127

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Notes to the Consolidated Financial Statements
continued

40.   Transition to IFRS on first-time adoption continued
Reconciliation of the UK GAAP consolidated profit and loss account to the IFRS consolidated income statement
Year ended 31 March 2005

          Measurement            
      Presentation   and recognition   Discontinued        
  UK GAAP   differences   differences   operations   IFRS    
UK GAAP format £m   £m   £m   £m   £m   IFRS format

Turnover 34,133     (60 ) (7,395 ) 26,678   Revenue
Cost of sales (20,753 )   (711 ) 5,664   (15,800 ) Cost of sales

Gross profit 13,380     (771 ) (1,731 ) 10,878   Gross profit
Selling and distribution costs (2,031 )   (15 ) 397   (1,649 ) Selling and distribution expenses
Administrative expenses (16,653 ) 315   12,812   670   (2,856 ) Administrative expenses
      404   1,576     1,980   Share of result in associated
                      undertakings
      (315 ) (160 )   (475 ) Other income and expense

Operating loss (5,304 ) 404   13,442   (664 ) 7,878   Operating profit
Share of result in associated undertakings 1,193   (1,193 )              
Exceptional non-operating items 13   (13 )              
      8   (2 ) (13 ) (7 ) Non-operating income and expense
      324   (21 ) (9 ) 294   Investment income
Net interest payable and similar items (604 ) (113 ) (183 ) 20   (880 ) Financing costs

Loss on ordinary activities before taxation (4,702 ) (583 ) 13,236   (666 ) 7,285   Profit before taxation
Tax on loss on ordinary activities (2,236 ) 538   265   (436 ) (1,869 ) Tax on profit

Loss on ordinary activities after taxation (6,938 ) (45 ) 13,501   (1,102 ) 5,416   Profit on ordinary activities after
                      taxation from continuing operations
        1,102   1,102   Profit on ordinary activites after
                      taxation from discontinued
                      operations

  (6,938 ) (45 ) 13,501     6,518   Profit for the financial year
Minority interest (602 ) 45   449     (108 ) Profit for the financial year
                      attributable to minority interests

Loss for the financial year (7,540 )   13,950     6,410   Profit for the financial year
                      attributable to equity shareholders

 

128 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Reconciliation of the UK GAAP consolidated balance sheet to the IFRS consolidated balance sheet
1 April 2004

          Measurement        
      Presentation   and recognition        
  UK GAAP   differences   differences   IFRS    
UK GAAP format £m   £m   £m   £m   IFRS format

Fixed assets:                 Non-current assets:
Intangible assets 93,622     1,002   94,624   Intangible assets
Tangible assets 18,083     (971 ) 17,112   Property, plant and equipment
Investments in associated undertakings 21,226     (800 ) 20,426   Investments in associated undertakings
Other investments 1,049     233   1,282   Other investments
      671   136   807   Deferred tax assets
      221   (9 ) 212   Trade and other receivables

  133,980   892   (409 ) 134,463    

Current assets:                 Current assets:
Stocks 458     10   468   Inventory
Debtors 6,901   (6,901 )          
      372   (103 ) 269   Taxation recoverable
      5,148   305   5,453   Trade and other receivables
Investments 4,381   (4,381 )          
Cash at bank and in hand 1,409   4,381   61   5,851   Cash and cash equivalents

  13,149   (1,381 ) 273   12,041    

Total assets 147,129   (489 ) (136 ) 146,504   Total assets

                   
Capital and reserves:                 Equity:
Called up share capital 4,280       4,280   Called up share capital
Share premium account 52,154       52,154   Share premium account
Own shares held (1,136 )     (1,136 ) Own shares held
Other reserve 99,640     310   99,950   Additional paid-in capital
        233   233   Other reserves
Profit and loss account (43,014 )   (916 ) (43,930 ) Retained losses

Total equity shareholders’ funds 111,924     (373 ) 111,551   Total equity shareholders’ funds
Minority interests 3,007     (2,198 ) 809   Minority interests

  114,931     (2,571 ) 112,360    

Creditors – amounts falling due after more than one year 12,975   (12,975 )         Non-current liabilities:
      12,224   1,859   14,083   Long-term borrowings
      3,314   1,421   4,735   Deferred tax liabilities
      (73 ) 227   154   Post employment benefits
Provisions for liabilities and charges 4,197   (3,858 ) 5   344   Provisions for liabilities and charges
      751   (449 ) 302   Trade and other payables

  17,172   (617 ) 3,063   19,618    

Creditors – amounts falling due within one year 15,026   (15,026 )         Current liabilities:
      2,054   788   2,842   Short-term borrowings
      4,275   (356 ) 3,919   Current taxation liabilities
      8,643   (1,068 ) 7,575   Trade and other payables
      182   8   190   Provisions for liabilities and charges

  15,026   128   (628 ) 14,526    

  147,129   (489 ) (136 ) 146,504   Total equity and liabilities

 

Vodafone Group Plc Annual Report 2006 129

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Notes to the Consolidated Financial Statements
continued

40.   Transition to IFRS on first-time adoption continued
31 March 2005

          Measurement        
      Presentation   and recognition        
  UK GAAP   differences   differences   IFRS    
UK GAAP format £m   £m   £m   £m   IFRS format

Fixed assets:                 Non-current assets:
      68,673   12,326   80,999   Goodwill
Intangible assets 83,464   (68,673 ) 1,358   16,149   Other intangible assets
Tangible assets 18,398     (956 ) 17,442   Property, plant and equipment
Investments in associated undertakings 19,398     836   20,234   Investments in associated undertakings
Other investments 852     329   1,181   Other investments
      1,084   100   1,184   Deferred tax assets
      12     12   Post employment benefits
      613   (28 ) 585   Trade and other receivables

  122,112   1,709   13,965   137,786    

Current assets:                 Current assets:
Stocks 430     10   440   Inventory
Debtors 7,698   (7,698 )          
      268   (230 ) 38   Taxation recoverable
      5,049   115   5,164   Trade and other receivables
Investments 816   (816 )          
Cash at bank and in hand 2,850   816   103   3,769   Cash and cash equivalents

  11,794   (2,381 ) (2 ) 9,411    

Total assets 133,906   (672 ) 13,963   147,197   Total assets

                   
Capital and reserves:                 Equity:
Called up share capital 4,286       4,286   Called up share capital
Share premium account 52,284       52,284   Share premium account
Own shares held (5,121 )     (5,121 ) Own shares held
Other reserve 99,556     525   100,081   Additional paid-in capital
        1,781   1,781   Accumulated other recognised
                     income and expense
Profit and loss account (51,688 )   12,177   (39,511 ) Retained losses

Total equity shareholders’ funds 99,317     14,483   113,800   Total equity shareholders’ funds
Minority interests 2,818     (2,970 ) (152 ) Minority Interests

  102,135     11,513   113,648    

Creditors – amounts falling due after more than one year 12,382   (12,382 )         Non-current liabilities:
      11,613   1,577   13,190   Long-term borrowings
      3,481   1,368   4,849   Deferred tax liabilities
      (171 ) 307   136   Post employment benefits
Provisions for liabilities and charges 4,552   (4,235 ) 2   319   Provisions for other liabilities and
                     charges
      797   (359 ) 438   Trade and other payables

  16,934   (897 ) 2,895   18,932    

Creditors – amounts falling due within one year 14,837   (14,837 )         Current liabilities:
      392   1,611   2,003   Short-term borrowings
      4,759   (406 ) 4,353   Current taxation liabilities
      9,717   (1,684 ) 8,033   Trade and other payables
      194   34   228   Provisions for other liabilities and
                     charges

  14,837   225   (445 ) 14,617    

  133,906   (672 ) 13,963   147,197   Total equity and liabilities

 

130 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Report of Independent Registered Public Accounting Firm to the Members of Vodafone Group Plc

We have audited the Consolidated Financial Statements of Vodafone Group Plc, which comprise the consolidated consolidated balance sheets at 31 March 2006 and 2005, the consolidated income statements, consolidated cash flow statements, the consolidated statements of recognised income and expenses for each of the two years in the period ended 31 March 2006 and the related notes numbered 1 to 40. These Consolidated Financial Statements have been prepared under the accounting policies set out therein. We have also audited the information in the directors’ remuneration report that is described as having been audited.

We have reported separately on the individual Company Financial Statements of Vodafone Group Plc for the year ended 31 March 2006.

Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report, the directors’ remuneration report and the Consolidated Financial Statements in accordance with applicable law and International Financial Reporting Standards (IFRS) as adopted for use in the European Union are set out in the statement of directors’ responsibilities.

Our responsibility is to audit the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited in accordance with relevant United Kingdom legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the Consolidated Financial Statements give a true and fair view in accordance with the relevant financial reporting framework and whether the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation.

We report to you if in our opinion the information given in the directors’ report is not consistent with the Consolidated Financial Statements. We also report to you if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ transactions with the Company and other members of the Group is not disclosed.

We also report to you if, in our opinion, the Company has not complied with any of the four directors’ remuneration disclosure requirements specified for our review by the Listing Rules of the Financial Services Authority. These comprise the amount of each element in the remuneration package and information on share options, details of long term incentive schemes, and money purchase and defined benefit schemes. We give a statement, to the extent possible, of details of any non-compliance.

We review whether the corporate governance statement reflects the Company’s compliance with the nine provisions of the 2003 FRC Combined Code specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statement on internal control covers all risks and controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk and control procedures.

We read the directors’ report and the other information contained in the annual report for the above year as described in the contents section including the unaudited part of the directors’ remuneration report and we consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Consolidated Financial Statements.

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board and with the standards of the Public Company Accounting Oversight Board (United States). The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the Consolidated Financial Statements, and of whether the accounting policies are appropriate to the Group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited are free

from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited.

Opinions
IFRS opinion

I n our opinion:

the Consolidated Financial Statements give a true and fair view, in accordance with IFRS as adopted for use in the European Union, of the state of the Group’s affairs as at31   March 2006 and of its loss for the year then ended;
   
the Consolidated Financial Statements and the part of the directors’ remuneration report described as having been audited have been properly prepared in accordance with the Companies Act 1985 and Article 4 of the IAS Regulation; and
   
the information given in the directors’ report is consistent with the Consolidated Financial Statements.

As explained in note 1 of the Consolidated Financial Statements, the Group, in addition to complying with its legal obligation to comply with IFRS as adopted for use in the European Union, has also complied with the IFRS as issued by the International Accounting Standards Board. Accordingly, in our opinion the financial statements give a true and fair view, in accordance with IFRS, of the state of the Group’s affairs as at 31   March 2006 and of its loss for the year then ended.

US opinion
In our opinion the Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of the Group at 31 March 2006 and 2005 and the consolidated results of its operations and cash flows for each of the two years in the period ended 31 March 2006 in conformity with IFRS as adopted for use in the European Union and as issued by the International Accounting Standards Board.

IFRS vary in significant respects from the accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in note 38 to the Consolidated Financial Statements.

Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom

30 May 2006


 

Vodafone Group Plc Annual Report 2006 131

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Company Financial Statements of Vodafone Group Plc at 31 March

      2006   2005  
          (restated)  
  Note   £m   £m  






 
Fixed assets            
Other investments 3   133    
Shares in group undertakings 3   67,395   94,446  






 
      67,528   94,446  






 
Current assets            
Debtors: amounts falling due after more than one year 4   236   370  
Debtors: amounts falling due within one year 4   99,417   77,466  
Investments 5     28  






 
      99,653   77,864  
Creditors: amounts falling due within one year 6   (76,591 ) (89,740 )  






 
Net current assets/( liabilities)     23,062   (11,876 )  






 
Total assets less current liabilities     90,590   82,570  
Creditors: amounts falling due after more than one year 6   (13,487 ) (9,380 )  






 
      77,103   73,190  






 
Capital and reserves            
Called up share capital 7   4,165   4,286  
Share premium account 8   52,444   52,284  
Capital redemption reserve 8   128    
Capital reserve 8   88   88  
Other reserves 8   1,012   1,048  
Own shares held 8   (8,186 ) (5,085 )  
Profit and loss account 8   27,452   20,569  






 
Equity shareholders’ funds     77,103   73,190  






 

The Financial Statements were approved by the Board of directors on 30 May 2006 and were signed on its behalf by:

Arun Sarin Andy Halford
Chief Executive Chief Financial Officer

The accompanying notes are an integral part of these Financial Statements.

 

132 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Notes to the Company Financial Statements

1.     Basis of preparation
The separate financial statements of the Company are drawn up in accordance with the Companies Act 1985 and UK generally accepted accounting principles (“UK GAAP”).

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

As permitted by Section 230 of the Companies Act 1985, the profit and loss account of the Company is not presented in this Annual Report.

The Company has taken advantage of the exemption contained in FRS 1 “Cash flow statements” and has not produced a cash flow statement.

The Company has taken advantage of the exemption contained in FRS 8 “Related party disclosures” and has not reported transactions with fellow Group undertakings.

2.    Significant accounting policies
The Company’s significant accounting policies are described below.

Accounting convention
The Company Financial Statements are prepared under the historical cost convention and in accordance with applicable accounting standards of the UK Accounting Standards Board and pronouncements of the Urgent Issues Task Force.

New accounting standards
The Company has adjusted its accounting policies to adopt the following new standards: FRS 17 “Retirement Benefits”, FRS 20 “Share-based Payments”, FRS 21 “Events after the Balance Sheet Date”, FRS 22 “Earnings per share”, FRS 23 “The Effects of Changes in Foreign Exchange Rates”, FRS 26 “Financial Instruments: Measurement” and FRS 28 “Corresponding Amounts”. The Company has also early adopted FRS 29 “Financial Instruments: Disclosures”, which replaces the disclosure requirements of FRS 25 “Financial Instruments: Disclosure and Presentation”. Comparative figures have been restated accordingly for changes in accounting policy. Details of the effect of the prior year adjustment are set out below and the full impact on the Company’s net asset position as at 1 April 2005 is analysed in note 8.

FRS 17 impacts the Company in its role as sponsoring employer of the Vodafone Group Pension Scheme, a defined benefit pension scheme. The adoption of FRS 17 had no effect on the Company’s profit or net assets as the Company was unable to identify its share of the underlying assets and liabilities of the Vodafone Group Pension Scheme on a consistent and reasonable basis. Therefore the Company has applied the guidance within FRS 17 to account for defined benefit schemes as if they were defined contribution schemes and recognise only the contribution payable each year. The Company had no contributions payable for the years ended 31 March 2006 and 31 March 2005 as it has no employees.

FRS 20 requires that the fair value of options and shares awarded to employees is charged to the profit and loss account over the vesting period. The Company does not incur a charge under this standard. However, where the Company has granted rights over the Company’s shares or share options to the employees of its subsidiary undertakings, an additional capital contribution has been deemed to have been made by the Company to its subsidiary undertakings. This results in an additional investment in subsidiaries and a corresponding increase in shareholders equity. The additional capital contribution is based on the fair value of the grant issued allocated over the underlying grant’s vesting period. As a result of adopting FRS 20, the Company’s net assets at 31 March 2005 increased by £419 million.

FRS 21 requires that dividends declared after the balance sheet date should not be recognised as a liability at the balance sheet date as the liability does not represent a present obligation. Under FRS 21, interim dividends are recognised when they are paid, and final dividends are recognised when they are approved by shareholders. As a result of adopting FRS 21, the Company’s net assets at 31 March 2005 increased by £1,395 million.

FRS 23 sets out additional guidance on the translation method for transactions in foreign currencies and on determining the functional and presentational currencies. The adoption of FRS 23 had no impact on the Company’s profit or net assets.

The Company has adopted the presentation requirements of FRS 25. This deals with the classification of capital instruments issued between debt and equity and the implications of that classification for dividends and interest expense.

FRS 26 sets out the requirements for measurement, recognition and de-recognition of financial instruments. The main impact of this change in accounting policy is to recognise the fair value of foreign exchange contracts and interest rate swaps on the balance sheet with effect from the transitional date of 1 April 2004. The adoption of FRS 26 increased the Company’s net assets at 31 March 2005 by £182 million.

FRS 28 gives the requirements for the disclosure of corresponding amounts for items shown in an entity’s primary financial statements and the notes to the financial statements. The adoption of FRS 28 had no effect upon the Company’s profit or net assets.

FRS 29 sets out the requirements for the disclosures relating to financial instruments. The Company has early adopted FRS 29 and applied its requirements from 1 April 2005. The Company is exempt from the requirements of the standard as full FRS 29 disclosures are available in the Vodafone Group Plc Annual Report 2006.

Investments
Shares in Group undertakings are stated at cost less any provision for permanent diminution in value.

The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount of the cash-generating unit is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.

For available-for-sale investments, gains and losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to be impaired, at which time the cumulative gain or loss previously recognised in equity, determined using the weighted average costs method, is included in the net profit or loss for the period.

Foreign currencies
In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the profit and loss account for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the profit and loss account for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly in equity.


 

Vodafone Group Plc Annual Report 2006 133

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Notes to the Company Financial Statements
continued

2.   Significant accounting policies continued
Borrowing costs
All borrowing costs are recognised in the profit and loss account in the period in which they are incurred.

Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is provided in full on timing differences that exist at the balance sheet date and that result in an obligation to pay more tax, or a right to pay less tax in the future. The deferred tax is measured at the rate expected to apply in the periods in which the timing differences are expected to reverse, based on the tax rates and laws that are enacted or substantively enacted at the balance sheet date. Timing differences arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the financial statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where there is no binding commitment to sell the asset. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be recovered. Deferred tax assets and liabilities are not discounted.

Financial instruments
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the balance sheet when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are set out below.

Capital market and bank borrowings
Interest-bearing loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method, except where they are identified as a hedged item in a fair value hedge. Any difference between the proceeds net of transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing.

Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Derivative financial instruments and hedge accounting
The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates.

The use of financial derivatives is governed by the Group’s policies approved by the board of directors, which provide written principles on the use of financial derivatives consistent with the Group’s risk management strategy. The Company does not use derivative financial instruments for speculative purposes.

Derivative financial instruments are initially measured at fair value on the contract date, and are subsequently re-measured to fair value at each reporting date. The Company designates certain derivatives as hedges of the change of fair value of recognised assets and liabilities (“fair value hedges”). Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting.

Fair value hedges
The Company’s policy is to use derivative instruments (primarily interest rate swaps) to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest rate risk arising, principally, from capital market borrowings. The Company designates these as fair value hedges of interest rate risk with changes in fair value of the hedging instrument recognised in the profit and loss account for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective. The ineffective portion is recognised immediately in the profit and loss account.

Share based payments
The Group operates a number of equity settled share based compensation plans for the employees of subsidiary undertakings, using the Company’s equity instruments. The fair value of the compensation given in respect of these share based compensation plans is recognised as a capital contribution to the Company’s subsidiary undertakings, over the vesting period. The capital contribution is reduced by any payments received from subsidiary undertakings in respect of these share based payments.

Dividends paid and received
Dividends paid and received are included in the financial statements in the period in which the related dividends are actually paid or received or, in respect of the Company’s final dividend for the year, approved by shareholders.


 

134 Vodafone Group Plc Annual Report 2006

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  Financials
   

3.   Fixed assets
Other investments
The Company’s fixed asset investments comprises £133 million (2005: £nil) representing 30,252,460 ordinary shares in VenFin Limited (2005: £nil). The investment is held at fair value.

Shares in group undertakings

  £m  


 
Cost:    
1 April 2005 98,789  
Adjustment for adoption of FRS 20 419  


 
1 April 2005, as restated 99,208  
Additions 3,642  
Capital contributions arising from share based payments 114  
Contributions received in relation to share based payments (150 )
Disposals (30,654 )


 
31 March 2006 72,160  


 
Amounts provided for:    
1 April 2005 4,762  
Amounts provided for during the year 3  


 
31 March 2006 4,765  


 
Net book value:    
31 March 2006 67,395  


 
31 March 2005, as restated 94,446  


 

At 31 March 2006, the Company had the following principal subsidiary undertakings:

      Country of      
      incorporation   Percentage  
Name Principal activity   or registration   shareholding  






 
Vodafone International Operations Limited Holding company   England   100  






 

4.   Debtors

  2006   2005  
      (restated)  
  £m   £m  




 
Amounts falling due within one year:        
Amounts owed by subsidiary undertakings 99,174   77,246  
Taxation recoverable 72   37  
Group relief receivable   43  
Other debtors 171   140  




 
  99,417   77,466  




 
Amounts falling due after more than one year:        
Deferred taxation 5   5  
Other debtors 231   365  




 
  236   370  




 

5.   Investments

  2006   2005  
  £m   £m  




 
Liquid Investments   28  




 

The Company’s liquid investments at 31 March 2005 comprised of short term foreign exchange forward contracts.

 

Vodafone Group Plc Annual Report 2006 135

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Notes to the Company Financial Statements
continued

6.   Creditors

  2006   2005  
      (restated)  
  £m   £m  




 
Amounts falling due within one year:        
Bank loans and other loans 2,143   42  
Amounts owed to subsidiary undertakings 74,229   89,652  
Group relief payable 89    
Other creditors 120   34  
Accruals and deferred income 10   12  




 
  76,591   89,740  




 
Amounts falling due after more than one year:        
Bank loans   16  
Other loans 13,321   9,316  
Other creditors 166   48  




 
  13,487   9,380  




 

Included in amounts falling due after more than one year are other loans of £5,942 million, which are due in more than five years from 1 April 2006 and are payable otherwise than by instalments. Interest payable on this debt ranges from 3.625% and 7.875%.

7.   Share capital

  2006       2005  
 
 
 
  Number   £m   Number   £m  








 
Authorised:                
Ordinary shares of US$0.10 each 78,000,000,000   4,875   78,000,000,000   4,875  








 
Ordinary shares allotted, issued and fully paid:                
1 April 68,380,866,539   4,286   68,263,933,048   4,280  
Allotted during the year 120,466,245   7   116,933,491   6  
Cancelled during the year (2,250,000,000 ) (128 )    








 
31 March 66,251,332,784   4,165   68,380,866,539   4,286  








 
Notes:
(1) At 31 March 2006 the Company held 6,120,129,348 (2005: 3,785,000,000) treasury shares with a nominal value of £352 million (2005: £205 million).
(2) At 31 March 2006, 50,000 (2005: 50,000) 7% cumulative fixed rate shares of £1 each were authorised, allotted, issued and fully paid by the Company.

Allotted during the year

      Nominal      
      value   Proceeds  
  Number   £m   £m  






 
UK share awards and option scheme awards 85,744,935   5   122  
US share awards and option scheme awards 34,721,310   2   37  






 
Total for share option schemes and restricted stock awards 120,466,245   7   159  






 

Cancelled during the year
During the year 2,250,000,000 (2005: nil) treasury shares were cancelled in order to comply with Companies Act requirements in relation to the amount of issued share capital that can be held in treasury.

Share-based payments
The Company currently uses a number of equity settled share plans to grant options and shares to the directors and employees of its subsidiary undertakings, as listed below.

Share option schemes
Vodafone Group savings related and sharesave schemes
Vodafone Group executive schemes
Vodafone Group 1999 Long Term Stock Incentive Plan and ADSs
Other share option plans

Share plans
Share Incentive plan
Restricted share plans

As at 31 March 2006, the Company had 786.9 million ordinary share options outstanding (2005: 1,122.6 million) and 7.7 million ADS options outstanding (2005: 11.2 million).

The Company has made a capital contribution to its subsidiary undertakings in relation to share based payments. At 1 April 2005, the capital contribution net of payments received from subsidiary undertakings was £419 million. During the year ended 31 March 2006, the capital contribution arising from share based payments was £114 million, with payments of £150 million received from subsidiary undertakings. The Company does not incur a profit and loss account charge in relation to share based payments.

Full details of share based payments, share option schemes and share plans are disclosed in note 20 to the Consolidated Financial Statements.

 

136 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

8.     Reserves and reconciliation of movements in equity shareholders’ funds

      Share   Capital               Profit   Total equity  
      premium   redemption   Capital   Other   Own shares   and loss   shareholders’  
  Share capital   account   reserve   reserve   reserves   held   account   funds  
  £m   £m   £m   £m   £m   £m   £m   £m  
















 
1 April 2005 as previously reported 4,286   52,284     88   629   (5,085 ) 18,992   71,194  
Prior year adjustment – implementation of FRS 20         419       419  
Prior year adjustment – implementation of FRS 21             1,395   1,395  
Prior year adjustment – implementation of FRS 26             182   182  
















 
1 April 2005 4,286   52,284     88   1,048   (5,085 ) 20,569   73,190  
Issue of new shares 7   152             159  
Purchase of own shares           (6,500 )   (6,500 )
Own shares released on vesting of share awards   8         346     354  
Cancellation of own shares held (128 )   128       3,053   (3,053 )  
Profit for the financial year             12,671   12,671  
Dividends             (2,753 ) (2,753 )
Capital contribution given relating to share based payments         114       114  
Contribution received relating to share based payments         (150 )     (150 )
Other movements             18   18  
















 
31 March 2006 4,165   52,444   128   88   1,012   (8,186 ) 27,452   77,103  
















 

In accordance with the exemption allowed by section 230 in the Companies Act 1985, no profit and loss account has been presented by the Company. The profit for the financial year dealt with in the accounts of the Company is £12,671 million (2005 restated: £10,583 million). Under English law, the amount available for distribution to shareholders is based upon the profit and loss reserve of the Company and is reduced by the amount of own shares held and is limited by statutory or other restrictions.

The auditor remuneration for audit services to the Company was £0.6 million (2005: £0.5 million). The Company paid no audit fees in relation to non audit services to the Company for the years ended 31 March 2006 and 31 March 2005.

The directors are remunerated by Vodafone Group Plc for their services to the Group as a whole. No remuneration was paid to them specifically in respect of their services to Vodafone Group Plc for either year. Full details of the directors’ remuneration are disclosed in the Directors’ Remuneration Report in the Vodafone Group Plc Annual Report 2006.

There were no employees other than directors of the Company throughout the current or the preceding year.

9.   Equity dividends

  2006   2005  
  £m   £m  




 
Declared and paid during the financial year:        
Final dividend for the year ended 31 March 2005: 2.16 pence per share        
   (2004: 1.078 pence per share) 1,386   728  
Interim dividend for the year ended 31 March 2006: 2.20 pence per share        
   (2005: 1.91 pence per share) 1,367   1,263  




 
  2,753   1,991  




 
Proposed or declared after the balance sheet date and not recognised as a liability:        
Final dividend for the year ended 31 March 2006: 3.87 pence per share        
   (2005: 2.16 pence per share) 2,327   1,386  




 

 

Vodafone Group Plc Annual Report 2006 137

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Notes to the Company Financial Statements
continued

10.   Contingent liabilities

  2006   2005  
  £m   £m  




 
Performance bonds 172   176  
Credit guarantees – third party indebtedness 1,570   1,424  
Other guarantees and contingent liabilities 1   1  




 

Performance bonds
Performance bonds require the Company to make payments to third parties in the event that the Company or its subsidiary undertakings do not perform what is expected of it under the terms of any related contracts.

Company performance bonds include £152 million (2005: £149 million) in respect of undertakings to roll out third generation networks in Spain.

Credit guarantees – third party indebtedness
Credit guarantees comprise guarantees and indemnities of bank or other facilities.

At 31 March 2006, the Company had guaranteed debt of Vodafone Finance K.K. amounting to £1,268 million (2005: £1,111 million) and issued guarantees in respect of notes issued by Vodafone Americas, Inc. amounting to £302 million (2005: £311 million). The Japanese facility expires by March 2011 and the majority of Vodafone Americas, Inc. bond guarantees by July 2008.

Other guarantees and contingent liabilities
Other guarantees principally comprise commitments to support disposed entities.

Legal proceedings
Details regarding certain legal actions which involve the Company are set out in note 31 to the Consolidated Financial Statements.

 

138 Vodafone Group Plc Annual Report 2006

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  Financials
   

 

Independent Auditor’s Report to the Members of Vodafone Group Plc

We have audited the individual Company Financial Statements of Vodafone Group Plc for the year ended 31 March 2006 which comprise the balance sheet and the related notes 1 to 10. These individual Company Financial Statements have been prepared under the accounting policies set out therein.

The corporate governance statement and the directors’ remuneration report are included in the Group annual report of Vodafone Group Plc for the year ended 31 March 2006. We have reported separately on the Consolidated Financial Statements of Vodafone Group Plc for the year ended 31 March 2006 and on the information in the directors’ remuneration report that is described as having been audited.

Respective responsibilities of directors and auditors
The directors’ responsibilities for preparing the annual report and the individual Company Financial Statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of directors’ responsibilities.

Our responsibility is to audit the individual Company Financial Statements in accordance with relevant United Kingdom legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the individual Company Financial Statements give a true and fair view in accordance with the relevant financial reporting framework and whether the individual Company Financial Statements have been properly prepared in accordance with the Companies Act 1985. We report to you if in our opinion the information given in the directors’ report is not consistent with the individual Company Financial Statements. We also report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We read the directors’ report and the other information contained in the annual report for the above year as described in the contents section and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the individual Company Financial Statements.

Basis of audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the individual Company Financial Statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the individual Company Financial Statements, and of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the individual Company Financial Statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the individual Company Financial Statements.

Opinion
In our opinion:

the individual Company Financial Statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the Company's affairs as at 31 March 2006;
   
the individual Company Financial Statements have been properly prepared in accordance with the Companies Act 1985; and
   
the information given in the directors’ report is consistent with the Company Financial Statements.

Deloitte & Touche LLP
Chartered Accountants and Registered Auditors
London
United Kingdom

30 May 2006


 

Vodafone Group Plc Annual Report 2006 139

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  Contents    
    Page  
 

 
  Investor Information 140  
  – Financial calendar for the 2007 financial year 140  
  – Dividends 140  
  – Telephone share dealing 140  
  – Postal share dealing 140  
  – Registrars and transfer office 140  
  – Online shareholder services 141  
  – Annual General Meeting 141  
  – Corporate sponsored nominee service for shareholders 141  
  – ShareGift 141  
  – The Unclaimed Assets Register 141  
  – Share price history 141  
  – Markets 142  
  – Memorandum and Articles of Association and Applicable English Law 142  
  – Documents on display 144  
  – Material contracts 144  
  – Exchange controls 144  
  – Taxation 144  
 

 
  Form 20-F cross reference guide 146  
       

Investor information
Financial calendar for the 2007 financial year
 


 
Annual General Meeting (see below) 25 July 2006  
Interim Results announcement 14 November 2006  
Preliminary announcement of full year results 23 May 2007  


 


Dividends
Full details on the dividend amount per share or ADS can be found on page 38. Set out below is information relevant to the final dividend for the year ended 31 March 2006.
 


 
Ex-dividend date 7 June 2006  
Record date 9 June 2006  
Dividend reinvestment plan election date 14 July 2006  
Dividend payment date 4 August 2006   (1)


 
Note:
(1) Payment date for both ordinary shares and ADSs.

Dividend payment methods
Holders of ordinary shares can:

have cash dividends paid direct to a bank or building society account; or
   
have cash dividends paid in the form of a cheque; or
   
elect to use the cash dividends to purchase more Vodafone shares under the Dividend Reinvestment Plan (see below).

If a holder of ordinary shares does decide to receive cash dividends, it is recommended that these are paid directly to the shareholder’s bank or building society account via BACS or EFTS. This avoids the risk of cheques being lost in the post and means the dividend will be in the shareholder’s account on the dividend payment date. The shareholder will be sent a tax voucher confirming the amount of dividend and the account into which it has been paid.

Please contact the Company’s Registrars for further details.

Holders of ADSs can:

have cash dividends paid direct to a bank account; or
   
have cash dividends paid by cheque; or
   
elect to have the dividends reinvested to purchase additional Vodafone ADSs (see below for contact details).

Dividend reinvestment
The Company offers a Dividend Reinvestment Plan which allows holders of ordinary shares who choose to participate to use their cash dividends to acquire additional shares in the Company. These are purchased on their behalf by the Plan Administrator through a low cost dealing arrangement. Further details can be obtained from the Plan Administrator on +44 (0) 870 702 0198.

For ADS holders, The Bank of New York maintains a Global BuyDIRECT Plan for the Company, which is a direct purchase and sale plan for depositary receipts, with a dividend reinvestment facility. For additional information, please call toll-free from within the US on +1 800 233 5601, or write to:

  The Bank of New York
Shareholder Relations Department
Global BuyDIRECT
P.O. Box 1958
Newark
New Jersey 07101-1958
USA

For calls from outside the US, call +1 212 815 3700.
Please note that this number is not toll-free.

Telephone share dealing
A telephone share dealing service with the Company’s Registrars is available for holders of ordinary shares. The service is available from 8.00 am to 4.30 pm, Monday to Friday, excluding bank holidays, on telephone number +44 (0) 870 703 0084.

Detailed terms and conditions are available on request by calling the above number.

Postal share dealing
A postal share dealing service is available for holders of ordinary shares with 1,000 shares or fewer who want to either increase their holding or sell their entire holding.

Further information about this service can be obtained from the Company’s Registrars on +44 (0) 870 702 0198.

Registrars and transfer office
The Company’s ordinary share register is maintained by:

  Computershare Investor Services PLC
P.O. Box 82
The Pavilions, Bridgwater Road
Bristol BS99 7NH
England
   
  Telephone: +44 (0) 870 702 0198 Fax: + 44 (0) 870 703 6101
Email: web.queries@computershare.co.uk

Holders of ordinary shares resident in Ireland should contact:

  Computershare Investor Services (Ireland) Limited
P.O. Box 9742
Dublin 18
Ireland
   
  Telephone: +353 (0) 818 300 999 or Fax: +353 (0) 1 216 3151
Email: web.queries@computershare.ie

Any queries about the administration of holdings of ordinary shares, such as change of address, change of ownership or dividend payments, should be directed to the Company’s Registrars at the relevant address or telephone number immediately above. Holders of ordinary shares may also check details of their shareholding, subject to passing an identity check, on the Registrars’ website at www.computershare.com

The Depositary Bank for the Company’s ADR programme is:

  The Bank of New York
Investor Relations Dept, P.O. Box 11258
Church St. Station
New York, NY 10286-1258
USA
   
  Telephone: +1 (800) 233 5601 (Toll free)

ADS holders should address any queries or instructions regarding their holdings to The Bank of New York at the above address or telephone number. ADS holders can also, subject to passing an identity check, view their account balances and transaction history, sell shares and request certificates from their Global BuyDIRECT Plan at www.stockbny.com.


 

140 Vodafone Group Plc Annual Report 2006

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  Shareholder Information
   

 

Online shareholder services
The Company provides a number of shareholder services online at www.vodafone.com/shareholder, where shareholders may:

Register to receive electronic shareholder communications. Benefits to shareholders include faster receipt of communications such as annual reports, with cost and time savings for the Company. Electronic shareholder communications are also more environmentally friendly;
   
View a live webcast of the AGM of the Company on 25 July 2006. A recording will be available to review after that date;
   
View and/or download the Annual Report and the Annual Review & Summary Financial Statement 2006;
   
Check the current share price;
   
Calculate dividend payments; and
   
Use interactive tools to calculate the value of shareholdings, look up the historic price on a particular date and chart Vodafone ordinary share price changes against indices.

Shareholders and other interested parties can also receive Company press releases, including London Stock Exchange announcements, by registering for Vodafone News via the Company’s website at www.vodafone.com/news.

Registering for Vodafone News will enable users to:

be alerted by free SMS as soon as news breaks;
   
access the latest news from their mobile; and
   
have news automatically e-mailed to them.

Annual General Meeting
The twenty-second AGM of the Company will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on 25 July 2006 at 11.00 a.m. or, if later, on conclusion of the Extraordinary General Meeting to be held immediately before it at 10.45 a.m.

The Notice of Meeting, together with details of the business to be conducted at the Meeting, is being circulated to shareholders with this Annual Report or the Annual Review & Summary Financial Statement and can be viewed at the Company’s website – www.vodafone.com/agm.

The AGM will be transmitted via a live webcast and can be viewed at the Company’s website – www.vodafone.com/agm – on the day of the meeting and a recording will be available to review after that date.

To find out more about the AGM and how to view the webcast, visit www.vodafone.com/agm.

Corporate sponsored nominee service for shareholders
Subject to changes to the Company’s Articles of Association being approved at the Annual General Meeting on 25 July 2006, the Company intends to establish a Corporate Nominee Service for Shareholders, which would be operated by the Company’s Registrar. The service provides a facility for shareholders to remove their shares from the Vodafone Group Plc share register and hold them, together with other shareholders through a nominee. There would be no need for a share certificate and, in addition, shareholders’ details will not be held on the main register and so will remain confidential.

Details will be available frollowing the AGM on the Company’s website at www.vodafone.com/shareholder.

ShareGift
The Company supports ShareGift, the charity share donation scheme (registered charity number 1052686). Through ShareGift, shareholders who have only a very small number of shares which might be considered uneconomic to sell are able to donate them to charity. Donated shares are aggregated and sold by ShareGift, the proceeds being passed on to a wide range of UK charities. Donating shares to charity gives rise neither to a gain nor a loss for UK Capital Gains purposes and UK taxpayers may also be able to claim income tax relief on the value of the donation.

ShareGift transfer forms specifically for the Company’s shareholders are available from the Company’s Registrars, Computershare Investor Services PLC and, even if the share certificate has been lost or destroyed, the gift can be completed. The service is generally free. However, there may be an indemnity charge for a lost or destroyed share certificate where the value of the shares exceeds £100. Further details about ShareGift can be obtained from its website at www.ShareGift.org or at 5 Lower Grosvenor Place, London SW1W 0EJ (telephone: +44 (0) 20 7828 1151).

The Unclaimed Assets Register
The Company participates in the Unclaimed Assets Register, which provides a search facility for financial assets which may have been forgotten and which donates a proportion of its public search fees to a group of three UK charities (Age Concern, NSPCC and Scope). For further information, contact The Unclaimed Assets Register, Garden Floor, Bain House, 16 Connaught Place, London W2 2ES (telephone: +44 (0) 870 241 1713), or visit its website at www.uar.co.uk.

Share price history
Upon flotation of the Company on 11 October 1988, the ordinary shares were valued at 170 pence each. On 16 September 1991, when the Company was finally demerged, for UK taxpayers the base cost of Racal Electronics Plc shares was apportioned between the Company and Racal Electronics Plc for Capital Gains Tax purposes in the ratio of 80.036% and 19.964% respectively. Opening share prices on 16 September 1991 were 332 pence for each Vodafone share and 223 pence for each Racal share.

On 21 July 1994, the Company effected a bonus issue of two new shares for every one then held and, on 30 September 1999, it effected a bonus issue of four new shares for every one held at that date. The flotation and demerger share prices, therefore, may be restated as 11.333 pence and 22.133 pence, respectively.

The share price at 31 March 2006 was 120.50 pence (31 March 2005: 140.50 pence). The share price on 26 May 2006 was 119.75 pence.

The following tables set out, for the periods indicated, (i) the reported high and low middle market quotations of ordinary shares on the London Stock Exchange, (ii) the reported high and low sales prices of ordinary shares on the Frankfurt Stock Exchange, and (iii) the reported high and low sales prices of ADSs on the NYSE.

The Company’s ordinary shares were traded on the Frankfurt Stock Exchange from 3 April 2000 until 23 March 2004 and, therefore, information has not been provided for periods outside these dates.

Five year data on an annual basis

    London Stock   Frankfurt      
    Exchange   Stock Exchange   NYSE  
    Pounds per   Euros per   Dollars  
    ordinary share   ordinary share   per ADS  
   
 
 
 
Financial Year   High   Low   High   Low   High   Low  













 
2001/2002   2.29   1.24   3.70   2.00   33.26   17.88  
2002/2003   1.31   0.81   2.15   1.26   20.30   12.76  
2003/2004   1.50   1.12   2.22   1.59   27.88   18.10  
2004/2005   1.49   1.14       28.54   20.83  
2005/2006   1.55   1.09       28.04   19.32  













 

Two year data on a quarterly basis

  London Stock      
  Exchange   NYSE  
  Pounds per   Dollars  
  ordinary share   per ADS  
 
 
 
Financial Year High   Low   High   Low  








 
2004/2005                
First Quarter 1.44   1.21   25.90   21.87  
Second Quarter 1.34   1.14   24.21   20.83  
Third Quarter 1.49   1.32   28.54   24.06  
Fourth Quarter 1.46   1.35   27.53   25.60  








 
2005/2006                
First Quarter 1.47   1.34   26.87   24.32  
Second Quarter 1.55   1.36   28.04   23.90  
Third Quarter 1.52   1.23   26.65   21.29  
Fourth Quarter 1.33   1.09   23.39   19.32  








 
2006/2007                
First Quarter (1) 1.30   1.14   24.23   21.07  








 
Note:
(1) Covering period up to 26 May 2006.

 

Vodafone Group Plc Annual Report 2006 141

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Investor information
continued

Six month data on a monthly basis

  London Stock      
  Exchange   NYSE  
  Pounds per   Dollars  
  ordinary share   per ADS  
 
 
 
Financial Year Hig h   Low   High   Low  








 
November 2005 1.52   1.25   26.65   21.55  
December 2005 1.29   1.23   22.66   21.29  
January 2006 1.33   1.18   23.39   20.86  
February 2006 1.25   1.09   21.81   19.32  
March 2006 1.30   1.12   22.74   19.55  
April 2006 1.30   1.21   23.70   21.07  
May 2006 (1) 1.30   1.14   24.23   21.53  








 
Note:
(1) High and low share prices for May 2006 only reported until 26 May 2006.
 
The current authorised share capital comprises 78,000,000,000 ordinary shares of $0.10 each and 50,000 7% cumulative fixed rate shares of £1.00 each.

Markets
Ordinary shares of Vodafone Group Plc are traded on the London Stock Exchange and, in the form of ADSs, on the New York Stock Exchange.

ADSs, each representing ten ordinary shares, are traded on the New York Stock Exchange under the symbol ‘VOD’. The ADSs are evidenced by ADRs issued by The Bank of New York, as Depositary, under a Deposit Agreement, dated as of 12 October 1988, as amended and restated as of 26 December 1989, as further amended and restated as of 16 September 1991 and as further amended and restated as of 30 June 1999, between the Company, the Depositary and the holders from time to time of ADRs issued thereunder.

ADS holders are not members of the Company but may instruct The Bank of New York on the exercise of voting rights relative to the number of ordinary shares represented by their ADSs. See “Memorandum and Articles of Association and Applicable English Law –Rights attaching to the Company’s shares – Voting rights” below.

Shareholders at 31 March 2006

Number of     % of total  
ordinary shares Number of   issued  
held accounts   shares  




 
1 – 1,000 439,814   0.19  
1,001 – 5,000 102,534   0.33  
5,001– 50,000 28,540   0.57  
50,001 – 100,000 1,451   0.15  
100,001– 500,000 1,292   0.45  
More than 500,000 1,937   98.31  




 
  575,568   100.00  




 

Geographical analysis of shareholders
At 31 March 2006, approximately 52.68% of the Company’s shares were held in the UK, 32.04% in North America, 12.86% in Europe (excluding the UK) and 2.42% in the Rest of the World.

Major shareholders
The Bank of New York, as custodian of the Company’s ADR programme, held approximately 12.8% of the Company’s ordinary shares of $0.10 each at 26 May 2006 as nominee. The total number of ADRs outstanding at 26 May 2006 was 773,146,523. At this date, 1,147 holders of record of ordinary shares had registered addresses in the United States and in total held approximately 0.006% of the ordinary shares of the Company. As at 26 May 2006, the following percentage interests in the ordinary share capital of the Company, disclosable under Part VI of the Companies Act 1985, have been notified to the directors:

Shareholder Shareholding  


 
The Capital Group Companies, Inc. 5.56%  
Barclays PLC 3.92%  
Legal & General Investment Management 3.67%  


 

The rights attaching to the ordinary shares of the Company held by these shareholders are identical in all respects to the rights attaching to all the ordinary shares of the Company. The directors are not aware, as at 26 May 2006, of any other interest of 3% or more in the ordinary share capital of the Company. The Company is not directly or indirectly owned or controlled by any foreign government or any other legal entity. There are no arrangements known to the Company that could result in a change of control of the Company.

Memorandum and Articles of Association and Applicable
English law

The following description summarises certain provisions of the Company’s Memorandum and Articles of Association and applicable English law. This summary is qualified in its entirety by reference to the Companies Act 1985 of Great Britain (the “Companies Act”), as amended, and the Company’s Memorandum and Articles of Association. Information on where shareholders can obtain copies of the Memorandum and Articles of Association is provided under “Documents on Display”.

All of the Company’s ordinary shares are fully paid. Accordingly, no further contribution of capital may be required by the Company from the holders of such shares.

English law specifies that any alteration to the Articles of Association must be approved by a special resolution of the shareholders.

The Company’s Objects
The Company is a public limited company under the laws of England and Wales. The Company is registered in England and Wales under the name Vodafone Group Public Limited Company, with the registration number 1833679. The Company’s objects are set out in the fourth clause of its Memorandum of Association and cover a wide range of activities, including to carry on the business of a holding company, to carry on business as dealers in, operators, manufacturers, repairers, designers, developers, importers and exporters of electronic, electrical, mechanical and aeronautical equipment of all types as well as to carry on all other businesses necessary to attain the Company’s objectives. The Memorandum of Association grants the Company a broad range of powers to effect its objects.

Directors
The Company’s Articles of Association provide for a Board of directors, consisting of not fewer than three directors, who shall manage the business and affairs of the Company.

Under the Company’s Articles of Association, a director cannot vote in respect of any proposal in which the director, or any person connected with the director, has a material interest other than by virtue of the director’s interest in the Company’s shares or other securities. However, this restriction on voting does not apply to resolutions (a) giving the director or a third party any guarantee, security or indemnity in respect of obligations or liabilities incurred at the request of or for the benefit of the Company, (b) giving any guarantee, security or indemnity to the director or a third party in respect of obligations of the Company for which the director has assumed responsibility under an indemnity or guarantee, (c) relating to an offer of securities of the Company in which the director participates as a holder of shares or other securities or in the underwriting of such shares or securities, (d) concerning any other company in which the director (together with any connected person) is a shareholder or an officer or is otherwise interested, provided that the director (together with any connected person) is not interested in 1% or more of any class of the company’s equity share capital or the voting rights available to its shareholders, (e) relating to the arrangement of any employee benefit in which the director will share equally with other employees and (f) relating to any insurance that the Company purchases or renews for its directors or any group of people, including directors.

The directors are empowered to exercise all the powers of the Company to borrow money, subject to the limitation that the aggregate amount of all liabilities and obligations of the Group outstanding at any time shall not exceed an amount equal to 1.5 times the aggregate of the Group’s share capital and reserves calculated in the manner prescribed in the Articles of Association, unless sanctioned by an ordinary resolution of the Company’s shareholders.

In accordance with the Company’s Articles of Association, directors retiring at each AGM are those last elected or re-elected at or before the AGM held in the third calendar year before the current year. In 2005, the Company reviewed its policy regarding the retirement and re-election of directors and, although it is not intended to amend the Company’s Articles in this regard, the Board has decided, in the interests of good corporate governance, that all the directors should offer themselves for re-election annually. Accordingly, all the directors will submit themselves for re-election at the 2006 AGM, except for Lord MacLaurin of Knebworth, Sir Julian Horn-Smith, Paul Hazen and Penny Hughes, who are retiring.


 

142 Vodafone Group Plc Annual Report 2006

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No person is disqualified from being a director or is required to vacate that office by reason of age. If, at a general meeting, a director who is 70 or more years of age is proposed for election or re-election, that director’s age must be set out in the notice of the meeting.

Directors are not required, under the Company’s Articles, to hold any shares of the Company as a qualification to act as a director, although executive directors participating in long term incentive plans must comply with the Company’s share ownership guidelines. In accordance with best practice in the UK for corporate governance, compensation awarded to executive directors is decided by a remuneration committee consisting exclusively of non-executive directors.

In addition, as required by The Directors’ Remuneration Report Regulations, the Board has, since 2003, prepared a report to shareholders on the directors’ remuneration which complies with the Regulations (see pages 61 to 69). The report is also subject to a shareholder vote.

Rights attaching to the Company’s shares
Dividend rights
Holders of the Company’s ordinary shares may by ordinary resolution declare dividends but may not declare dividends in excess of the amount recommended by the directors. The Board of directors may also pay interim dividends. No dividend may be paid other than out of profits available for distribution. Dividends on ordinary shares will be announced in pounds sterling. Holders of ordinary shares with a registered address in a euro-zone country (defined, for this purpose, as a country that has adopted the euro as its national currency) will receive their dividends in euro, exchanged from pounds sterling at a rate fixed by the Board of directors in accordance with the Articles of Association. Dividends for ADS holders represented by ordinary shares held by the Depositary will be paid to the Depositary in US dollars, exchanged from pounds sterling at a rate fixed by the directors in accordance with the Articles of Association, and the Depositary will distribute them to the ADS holders.

If a dividend has not been claimed for one year after the later of the resolution passed at a general meeting declaring that dividend or the resolution of the directors providing for payment of that dividend, the directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the dividend remains unclaimed for 12 years after the relevant resolution either declaring that dividend or providing for payment of that dividend, it will be forfeited and belong to the Company.

Voting rights
The Company’s Articles of Association provide that voting on Substantive Resolutions (i.e. any resolution which is not a Procedural Resolution) at a general meeting shall be decided on a poll. On a poll, each shareholder who is entitled to vote and is present in person or by proxy has one vote for every share held. Procedural Resolutions (such as a resolution to adjourn a General Meeting or a resolution on the choice of Chairman of a General Meeting) shall be decided on a show of hands, where each shareholder who is present at the meeting has one vote regardless of the number of shares held, unless a poll is demanded. In addition, the Articles of Association allow persons appointed as proxies of shareholders entitled to vote at general meetings to vote on a show of hands, as well as to vote on a poll and attend and speak at general meetings. Holders of the Company’s ordinary shares do not have cumulative voting rights.

Under English law, two shareholders present in person constitute a quorum for purposes of a general meeting, unless a company’s articles of association specify otherwise. The Company’s Articles of Association do not specify otherwise, except that the shareholders do not need to be present in person, and may instead be present by proxy, to constitute a quorum.

Under English law, shareholders of a public company such as the Company are not permitted to pass resolutions by written consent.

Record holders of the Company’s ADSs are entitled to attend, speak and vote on a poll or a show of hands at any general meeting of the Company’s shareholders by the Depositary’s appointment of them as corporate representatives with respect to the underlying ordinary shares represented by their ADSs. Alternatively, holders of ADSs are entitled to vote by supplying their voting instructions to the Depositary or its nominee, who will vote the ordinary shares underlying their ADSs in accordance with their instructions.

Employees are able to vote any shares held under the Vodafone Group Share Incentive Plan and “My ShareBank” (a vested share account) through the respective plan’s trustees, Mourant ECS Trustees Limited.

Liquidation rights
In the event of the liquidation of the Company, after payment of all liabilities and deductions in accordance with English law, the holders of the Company’s 7% cumulative fixed rate shares would be entitled to a sum equal to the capital paid up on such shares,

together with certain dividend payments, in priority to holders of the Company’s ordinary shares. The holders of the fixed rate shares do not have any other right to share in the Company’s surplus assets.

Pre-emptive rights and new issues of shares
Under Section 80 of the Companies Act, directors are, with certain exceptions, unable to allot relevant securities without the authority of the shareholders in a general meeting. Relevant securities as defined in the Companies Act include the Company’s ordinary shares or securities convertible into the Company’s ordinary shares. In addition, Section 89 of the Companies Act imposes further restrictions on the issue of equity securities (as defined in the Companies Act, which include the Company’s ordinary shares and securities convertible into ordinary shares) which are, or are to be, paid up wholly in cash and not first offered to existing shareholders. The Company’s Articles of Association allow shareholders to authorise directors for a period up to five years to allot (a) relevant securities generally up to an amount fixed by the shareholders and (b) equity securities for cash other than in connection with a rights issue up to an amount specified by the shareholders and free of the restriction in Section 89. In accordance with institutional investor guidelines, the amount of relevant securities to be fixed by shareholders is normally restricted to one third of the existing issued ordinary share capital, and the amount of equity securities to be issued for cash other than in connection with a rights issue is restricted to 5% of the existing issued ordinary share capital.

Disclosure of interests in the Company’s shares
There are no provisions in the Articles of Association whereby persons acquiring, holding or disposing of a certain percentage of the Company’s shares are required to make disclosure of their ownership percentage, although such requirements exist under the Companies Act.

The basic disclosure requirement under Sections 198 to 211 of the Companies Act imposes upon a person interested in the shares of the Company a statutory obligation to provide written notification to the Company, including certain details as set out in the Companies Act, where:

(a) he acquires (or becomes aware that he has acquired) or ceases to have (or becomes aware that he has ceased to have) an interest in shares comprising any class of the Company’s issued and voting share capital; and
   
(b) as a result, EITHER he obtains, or ceases to have:
     
  (i) a “material interest” in 3%, or more; or
     
  (ii) an aggregate interest (whether “material” or not) in 10%, or more of the Company’s voting capital; or
     
  (iii) the percentage of his interest in the Company’s voting capital remains above the relevant level and changes by a whole percentage point.

A “material interest” means, broadly, any beneficial interest (including those of a spouse or a child or a step-child (under the age of 18), those of a company which is accustomed to act in accordance with the relevant person’s instructions or in which one third or more of the votes are controlled by such person and certain other interests set out in the Companies Act) other than those of an investment manager or an operator of a unit trust/recognised scheme/collective investment scheme/open-ended investment company.

Sections 204 to 206 of the Companies Act set out particular rules of disclosure where two or more parties (each a “concert party”) have entered into an agreement to acquire interests in shares of a public company, and the agreement imposes obligations/restrictions on any concert party with respect to the use, retention or disposal of the shares in the company and an acquisition of shares by a concert party pursuant to the agreement has taken place.

Under Section 212 of the Companies Act, the Company may by notice in writing require a person that the Company knows or has reasonable cause to believe is or was during the preceding three years interested in the Company’s shares to indicate whether or not that is correct and, if that person does or did hold an interest in the Company’s shares, to provide certain information as set out in the Companies Act.

Sections 324 to 329 of the Companies Act further deal with the disclosure by persons (and certain members of their families) of interests in shares or debentures of the companies of which they are directors and certain associated companies.

There are additional disclosure obligations under Rule 3 of the Substantial Acquisitions Rules where a person acquires 15% or more of the voting rights of a listed company or when an acquisition increases his holding of shares or rights over shares so as to increase his voting rights beyond that level by a whole percentage point. Notification in this case should be to the Company, the Panel on Takeovers and Mergers and the UK Listing Authority through one of its approved regulatory information services no later than 12 noon on the business day following the date of the acquisition.


 

Vodafone Group Plc Annual Report 2006 143

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Investor information
continued

The City Code on Takeovers and Mergers also contains strict disclosure requirements on all parties to a takeover with regard to dealings in the securities of an offeror or offeree company and also on their respective associates during the course of an offer period.

General meetings and notices
Annual general meetings are held at such times and place as determined by the directors of the Company. The directors may also, when they think fit, convene an extraordinary general meeting of the Company. Extraordinary general meetings may also be convened on requisition as provided by the Companies Act.

An annual general meeting and an extraordinary general meeting called for the passing of a special resolution need to be called by not less than twenty-one days’ notice in writing and all other extraordinary general meetings by not less than fourteen days’ notice in writing. The directors may determine that persons entitled to receive notices of meetings are those persons entered on the register at the close of business on a day determined by the directors but not later than twenty-one days before the date the relevant notice is sent. The notice may also specify the record date, which shall not be more than forty-eight hours before the time fixed for the meeting.

Shareholders must provide the Company with an address or (so far as the Companies Act allows) an electronic address or fax number in the United Kingdom in order to be entitled to receive notices of shareholders’ meetings and other notices and documents. In certain circumstances, the Company may give notices to shareholders by advertisement in newspapers in the United Kingdom. Holders of the Company’s ADSs are entitled to receive notices under the terms of the Deposit Agreement relating to the ADSs.

Under Section 366 of the Companies Act 1985 and the Company’s Articles of Association, the annual general meeting of shareholders must be held each calendar year with no more than fifteen months elapsing since the date of the preceding annual general meeting.

Variation of rights
If, at any time, the Company’s share capital is divided into different classes of shares, the rights attached to any class may be varied, subject to the provisions of the Companies Act, either with the consent in writing of the holders of three fourths in nominal value of the shares of that class or upon the adoption of an extraordinary resolution passed at a separate meeting of the holders of the shares of that class.

At every such separate meeting, all of the provisions of the Articles of Association relating to proceedings at a general meeting apply, except that (a) the quorum is to be the number of persons (which must be at least two) who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class or, if such quorum is not present on an adjourned meeting, one person who holds shares of the class regardless of the number of shares he holds, (b) any person present in person or by proxy may demand a poll, and (c) each shareholder will have one vote per share held in that particular class in the event a poll is taken.

Class rights are deemed not to have been varied by the creation or issue of new shares ranking equally with or subsequent to that class of shares in sharing in profits or assets of the Company or by a redemption or repurchase of the shares by the Company.

Limitations on voting and shareholding
There are no limitations imposed by English law or the Company’s Articles of Association on the right of non-residents or foreign persons to hold or vote the Company’s shares other than those limitations that would generally apply to all of the shareholders.

Documents on display
The Company is subject to the information requirements of the US Securities and Exchange Act of 1934 applicable to foreign private issuers. In accordance with these requirements, the Company files its Annual Report on Form 20-F and other related documents with the SEC. These documents may be inspected at the SEC’s public reference rooms located at 450 Fifth Street, NW Washington, DC 20549. Information on the operation of the public reference room can be obtained in the US by calling the SEC on +1-800-SEC-0330. In addition, some of the Company’s SEC filings, including all those filed on or after 4 November 2002, are available on the SEC’s website at www.sec.gov. Shareholders can also obtain copies of the Company’s Memorandum and Articles of Association from the Vodafone website at www.vodafone.com or from the Company’s registered office.

Material contracts
At the date of this Annual Report, the Group is not party to any contracts that are considered material to the Group’s results or operations, except for its $10.9 billion credit facilities which are discussed under “Financial Position and Resources – Liquidity and Cash Resources”.

Exchange controls
There are no UK government laws, decrees or regulations that restrict or affect the export or import of capital, including but not limited to, foreign exchange controls on remittance of dividends on the ordinary shares or on the conduct of the Group’s operations, except as otherwise set out under “Taxation” below.

Taxation
As this is a complex area, investors should consult their own tax adviser regarding the US federal, state and local, the UK and other tax consequences of owning and disposing of shares and ADSs in their particular circumstances.

This section describes for a US holder (as defined below), in general terms, the principal US federal income tax and UK tax consequences of owning shares or ADSs in the Company as capital assets (for US and UK tax purposes). This section does not, however, cover the tax consequences for members of certain classes of holders subject to special rules and holders that, directly or indirectly, hold 10 per cent or more of the Company’s voting stock.

A US holder is a beneficial owner of shares or ADSs that is for US federal income tax purposes:

(i) a citizen or resident of the United States;
   
(ii) a US domestic corporation;
   
(iii) an estate the income of which is subject to US federal income tax regardless of its source; or
   
(iv) a trust if a US court can exercise primary supervision over the trust’s administration and one or more US persons are authorised to control all substantial decisions of the trust.

This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, and on the tax laws of the United Kingdom and the Double Taxation Convention between the United States and the United Kingdom (the “Treaty”), all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

This section is further based in part upon the representations of the Depositary and assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

Based on this assumption, for purposes of the Treaty and the US-UK double taxation convention relating to estate and gift taxes (the “Estate Tax Convention”), and for US federal income tax and UK tax purposes, a holder of ADRs evidencing ADSs will be treated as the owner of the shares in the Company represented by those ADSs. Generally, exchanges of shares for ADRs, and ADRs for shares, will not be subject to US federal income tax or to UK tax, other than stamp duty or stamp duty reserve tax (see the section on these taxes below).

Taxation of dividends
UK taxation
Under current UK tax law, no withholding tax will be deducted from dividends paid by the Company.

A shareholder that is a company resident for UK tax purposes in the United Kingdom will not be taxable on a dividend it receives from the Company. A shareholder in the Company who is an individual resident for UK tax purposes in the United Kingdom is entitled, in calculating their liability to UK income tax, to a tax credit on cash dividends paid on shares in the Company or ADSs, and the tax credit is equal to one-ninth of the cash dividend.

US federal income taxation
A US holder is subject to US federal income taxation on the gross amount of any dividend paid by the Company out of its current or accumulated earnings and profits (as determined for US federal income tax purposes). Dividends paid to a non-corporate US holder in tax years beginning before 1 January 2009 that constitute qualified dividend income will be taxable to the holder at a maximum tax rate of 15%, provided that the ordinary shares or ADSs are held for more than 60 days during the 121 day period beginning 60 days before the ex-dividend date and the holder meets other holding period requirements. Dividends paid by the Company with respect to the shares or ADSs will generally be qualified dividend income.

A US holder is not subject to a UK withholding tax. The US holder includes in gross income for US federal income tax purposes only the amount of the dividend actually received from the Company, and the receipt of a dividend does not entitle the US holder to a foreign tax credit.


144 Vodafone Group Plc Annual Report 2006

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Dividends must be included in income when the US holder, in the case of shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend and will not be eligible for the dividends-received deduction generally allowed to US corporations in respect of dividends received from other US corporations. Dividends will be income from sources outside the United States. Dividends paid in taxable years beginning before 1 January 2007 generally will be “passive” or “financial services” income, and dividends paid in taxable years beginning after 31 December 2006 generally will be “passive” or “general” income, which in either case is treated separately from other types of income for the purposes of computing any allowable foreign tax credit.

In the case of shares, the amount of the dividend distribution to be included in income will be the US dollar value of the pound sterling payments made, determined at the spot pound sterling/US dollar rate on the date of the dividend distribution, regardless of whether the payment is in fact converted into US dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is to be included in income to the date the payment is converted into US dollars will be treated as ordinary income or loss. Generally, the gain or loss will be income or loss from sources within the United States for foreign tax credit limitation purposes.

Taxation of capital gains
UK taxation
A US holder may be liable for both UK and US tax in respect of a gain on the disposal of the Company’s shares or ADSs if the US holder is:

(i) a citizen of the United States resident or ordinarily resident for UK tax purposes in the United Kingdom;
   
(ii) a citizen of the United States who has been resident or ordinarily resident for UK tax purposes in the United Kingdom, ceased to be so resident or ordinarily resident for a period of less than 5 years of assessment and who disposed of the shares or ADSs during that period (a “Temporary Non-Resident”), unless the shares or ADSs were also acquired during that period, such liability arising on that individual’s return to the UK;
   
(iii) a US domestic corporation resident in the United Kingdom by reason of being centrally managed and controlled in the United Kingdom; or
   
(iv) a citizen of the United States or a corporation that carries on a trade, profession or vocation in the United Kingdom through a branch or agency or, in respect of companies, through a permanent establishment and that has used the shares or ADSs for the purposes of such trade, profession or vocation or has used, held or acquired the shares or ADSs for the purposes of such branch or agency or permanent establishment.

Under the Treaty, capital gains on dispositions of the shares or ADSs are generally subject to tax only in the country of residence of the relevant holder as determined under both the laws of the United Kingdom and the United States and as required by the terms of the Treaty. However, individuals who are residents of either the United Kingdom or the United States and who have been residents of the other jurisdiction (the US or the UK, as the case may be) at any time during the six years immediately preceding the relevant disposal of shares or ADSs may be subject to tax with respect to capital gains arising from the dispositions of the shares or ADSs not only in the country of which the holder is a resident at the time of the disposition but also in that other country (although, in respect of UK taxation, generally only to the extent that such an individual comprises a Temporary Non-Resident).

US federal income taxation
A US holder that sells or otherwise disposes of the Company’s shares or ADSs will recognise a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount realised and the holder’s tax basis, determined in US dollars, in the shares or ADSs. Generally, a capital gain of a non-corporate US holder that is recognised before 1 January 2009 is taxed at a maximum rate of 15%, provided the holder has a holding period of more than one year. The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of losses is subject to limitations.

Additional tax considerations
UK inheritance tax
An individual who is domiciled in the United States (for the purposes of the Estate Tax Convention) and is not a UK national will not be subject to UK inheritance tax in respect of the Company’s shares or ADSs on the individual’s death or on a transfer of the shares or ADSs during the individual’s lifetime, provided that any applicable US federal gift or estate tax is paid, unless the shares or ADSs are part of the business property of a UK permanent establishment or pertain to a UK fixed base used for the performance of independent personal services. Where the shares or ADSs have been placed in trust by a settlor, they may be subject to UK inheritance tax unless, when the trust was created, the settlor was domiciled in the United States and was not a UK national. Where the shares or ADSs are subject to both UK inheritance tax and to US federal gift or estate tax, the Estate Tax Convention generally provides a credit against US federal tax liabilities for UK inheritance tax paid.

UK stamp duty and stamp duty reserve tax
Stamp duty will, subject to certain exceptions, be payable on any instrument transferring shares in the Company to the Custodian of the Depositary at the rate of 1.5% on the amount or value of the consideration if on sale or on the value of such shares if not on sale. Stamp duty reserve tax (SDRT), at the rate of 1.5% of the price or value of the shares, could also be payable in these circumstances, and on issue to such a person, but no SDRT will be payable if stamp duty equal to such SDRT liability is paid. In accordance with the terms of the Deposit Agreement, any tax or duty payable on deposits of shares by the Depositary or the Custodian of the Depositary will be charged to the party to whom ADSs are delivered against such deposits.

No stamp duty will be payable on any transfer of ADSs of the Company, provided that the ADSs and any separate instrument of transfer are executed and retained at all times outside the United Kingdom.

A transfer of shares in the Company in registered form will attract ad valorem stamp duty generally at the rate of 0.5% of the purchase price of the shares. There is no charge to ad valorem stamp duty on gifts. On a transfer from nominee to beneficial owner (the nominee having at all times held the shares on behalf of the transferee) under which no beneficial interest passes and which is neither a sale nor in contemplation of a sale, a fixed £5.00 stamp duty will be payable.

SDRT is generally payable on an unconditional agreement to transfer shares in the Company in registered form at 0.5% of the amount or value of the consideration for the transfer, but is repayable if, within six years of the date of the agreement, an instrument transferring the shares is executed or, if the SDRT has not been paid, the liability to pay the tax (but not necessarily interest and penalties) would be cancelled. However, an agreement to transfer the ADSs of the Company will not give rise to SDRT.


 

Vodafone Group Plc Annual Report 2006 145

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Form 20-F Cross Reference Guide

Certain of the information in this document that is referenced in the following table is included in the Company’s Annual Report on Form 20–F for 2006 filed with the SEC (the “2006 Form 20–F”). No other information in this document is included in the 2006 Form 20–F or incorporated by reference into any filings by the Company under the US Securities Act of 1933, as amended. Please see “Documents on display” for information on how to access the 2006 Form 20–F as filed with the SEC. The 2006 Form 20–F has not been approved or disapproved by the SEC nor has the SEC passed judgement upon the adequacy or accuracy of the 2006 Form 20–F.

Item Form 20–F caption Location in this document Page




1 Identity of Directors, Senior Management    
  and Advisers Not applicable




2 Offer Statistics and Expected Timetable Not applicable




3 Key Information    
  3A Selected Financial Data Financial Highlights 2
    Introduction – Foreign Currency Translation 25
  3B Capitalisation and indebtedness Not applicable
  3C Reasons for the offer and use of proceeds Not applicable
  3D Risk Factors Risk factors, Trends and Outlook – Risk Factors 43




4 Information on the Company    
  4A History and Development of the Company Business Overview – History and Development of the Company 19
    Investor Information – Contact Details back cover
  4B Business Overview Business Overview 12
    Operating Results – Review of Operations 32
    Risk Factors, Trends and Outlook – Trend Information 44
    Investor Information – Material Contracts 144
  4C Organisational Structure Note 12 “Principal subsidiary undertakings” 94
    Note 13 “Investments in joint ventures” 95
    Note 14 ”Investments in associated undertakings” 96
    Note 15 “Other investments” 96
  4D Property, Plant and Equipment Business Overview – Licences and network infrastructure – Mobile network infrastructure 14
    Financial Position and Resources 38
    Corporate Responsibility and Environmental Issues – Environmental Issues 60




4A Unresolved Staff Comments None




5 Operating and Financial Review and Prospects    
  5A Operating Results Operating Results 30
    Note 24 “Borrowings” 102
    Introduction – Inflation 25
  5B Liquidity and Capital Resources Financial Position and Resources – Liquidity and Capital Resources 39
  5C Research and Development, Patents and    
  Licences, etc. Business Overview – Global Services – Research and Development 19
  5D Trend Information Risk Factors, Trends and Outlook – Trend Information 44
  5E Off-balance sheet arrangements Financial Position and Resources – Liquidity and Capital Resources – Off-balance sheet arrangements 42
    Note 30 “Commitments” 116
    Note 31 “Contingent liabilities” 117
  5F Tabular disclosure of contractual obligations Financial Position and Resources – Contractual Obligations 39
  5G Safe harbor Cautionary Statement Regarding Forward–Looking Statements 46




6 Directors, Senior Management and Employees    
  6A Directors and Senior Management Board of Directors and Group Management 50
  6B Compensation Board’s Report to Shareholders on Directors’ Remuneration 61
  6C Board Practices Corporate Governance 53
    Board’s Report to Shareholders on Directors’ Remuneration 61
    Board of Directors and Group Management 50
  6D Employees Employees 58
    Note 34 “Employees” 119
  6E Share Ownership Board’s Report to Shareholders on Directors’ Remuneration – Directors’ interests in the shares of the Company 66
    Note 19 “Called up share capital” 98




7 Major Shareholders and Related Party Transactions  
  7A Major Shareholders Investor Information – Major shareholders 142
  7B Related Party Transactions Board’s Report to Shareholders on Directors’ Remuneration 61
    Note 36 “Related party transactions” 120
    Note 31 “Contingent liabilities” 117
  7C Interests of experts and counsel Not applicable




8 Financial Information    
  8A Consolidated Statements and Other Financial Consolidated Financial Statements 71
  Information Report of Independent Auditors 131
    Note 31 “Contingent liabilities” 117
    Financial Position and Resources – Equity Dividends 38
  8B Significant Changes Note 35 “Subsequent events” 119




 

146 Vodafone Group Plc Annual Report 2006

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Item Form 20–F caption Location in this document Page




9 The Offer and Listing    
  9A Offer and listing details Investor Information – Share Price History 141
  9B Plan of distribution Not applicable
  9C Markets Investor Information – Markets 142
  9D Selling shareholders Not applicable
  9E Dilution Not applicable
  9F Expenses of the issue Not applicable




10 Additional Information    
  10A Share capital Not applicable
  10B Memorandum and articles of association Investor Information – Memorandum and Articles of Association and Applicable English law 144
  10C Material contracts Investor Information – Material Contracts 144
  10D Exchange controls Investor Information – Exchange Controls 144
  10E Taxation Investor Information – Taxation 144
  10F Dividends and paying agents Not applicable
  10G Statement by experts Not applicable
  10H Documents on Display Investor Information – Documents on Display 144
  10I Subsidiary information Not applicable




11
Quantitative and Qualitative Disclosures
About Market Risk
Note 24 “Borrowings” 102  




12
Description of Securities Other than Equity
Securities
Not applicable  




13
Defaults, Dividend Arrearages and
Delinquencies
Not applicable  




14
Material Modifications to the Rights of
Security Holders and Use of Proceeds
Not applicable  




15 Controls and Procedures Corporate Governance 53




16 16A Audit committee financial expert Corporate Governance – Committees of the Board – The Audit Committee 55
  16B Code of Ethics Corporate Governance – Introduction – US Listing Requirements 53
  16C Principal Accountant Fees and Services Note 4 “Operating (loss)/profit” 83
    Corporate Governance – Auditors 57
 
16D Exemptions from the Listing Standards for
     Audit Committees
Corporate Governance – Committees of the Board – The Audit Committee 55  
       
 
16E Purchase of Equity Securities by the Issuer
     and Affiliated Purchasers
Financial Position and Resources – Liquidity and Capital Resources – Treasury shares 41  
    Note 21 “Transactions with equity shareholders” 102




17 Financial Statements Not applicable




18 Financial Statements Consolidated Financial Statements 71




19 Exhibits Filed with the SEC




 

Vodafone Group Plc Annual Report 2006 147

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SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this transition report on its behalf.

   
  VODAFONE GROUP PUBLIC LIMITED COMPANY
  (Registrant)
   
 

/s/ Arun Sarin

  Arun Sarin
  Chief Executive
   

Dated: 14 June 2006

 

 


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Index to Exhibits to Form 20-F for year ended 31 March 2006

1. Memorandum, as adopted on June 13, 1984 and including all amendments made on July 28, 2000 and July 26, 2005, and Articles of Association, as adopted on June 30, 1999 and including all amendments made on July 25, 2001 and July 26, 2005, of the Company.
   
2. Indenture, dated as of February 10, 2000, between the Company and Citibank, N.A. as Trustee, including forms of debt securities (incorporated by reference to Exhibit 4(a) of Amendment No. 1 to the Company’s Registration Statement on Form F-3, dated November 24, 2000). (File No. 333-10762)).
   
4.1. Agreement for US $5,525,000,000 5 year Revolving Credit Facility (subsequently increased by accession of further lenders to US$5,925,000,000), dated 24 June 2004, among, inter alia, the Company, ABN Amro Bank N.V.; Banco Bilbao Vizcaya Argentaria S.A. ; Bank of America, N.A.; Barclays Bank PLC; Bayerische Hypo-und Vereinsbank AG; BNP Paribas ; CALYON; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch; Deutsche Bank AG; HSBC Bank plc; ING Bank, N.V.; JPMorgan Chase Bank; Lehman Brothers Bankhaus AG; Lloyds TSB Bank plc; Morgan Stanley Dean Witter Bank Limited and Morgan Stanley Bank; Mizuho Corporate Bank, Ltd.; National Australia Bank Limited ABN 12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS AG; WestLB AG; Banco Santander Central Hispano, S.A.; William Street Commitment Corporation; Banca Intesa SpA; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; and The Bank of New York with The Royal Bank of Scotland plc as Agent and US Swingline Agent , as amended and restated on 24 June 2005 by Supplemental Agreement among, inter alia,the Company, ABN AMRO Bank N.V. ; Banc of America Securities Limited; Banco Bilbao Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global Markets Limited; Commerzbank Aktiengesellschaft, London Branch; Deutsche Bank AG London; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; J.P. Morgan Plc; Lehman Commercial Paper Inc.; Llloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Sumitomo Mitsui Banking Corporation Europe Limited; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; UBS Limited; WestLB AG, London Branch; William Street Commitment Corporation; Banca Intesa SpA; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; ABN AMRO Bank N.V.; Banca Intesa SpA; Banco Bilbao Vizvcaya Argentaria S.A.; Banco Bilbao Vizvcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A. London Branch; Bank of America, N.A.; Barclays Bank Plc; Bayerische Hypo-und Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas (acting through its New York Branch); Calyon; Citibank, N.A.; Commerzbank Aktiengesellschaft, London Branch; Commerzbank Aktiengesellschaft, New York Branch; Deutsche Bank AG London; Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc.; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd.; Morgan Stanley Bank; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Standard Chartered Bank; Sumitomo Mitsui Banking Corporation Europe Limited; TD Bank Europe Limited; The Bank of New York; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The Royal Bank of Scotland Plc (New York Branch); UBS AG, London Branch; UBS AG, Stamford Branch; UBS Loan Finance LLC; WestLB AG, London Branch; WestLB AG, New York Branch; William Street Commitment Corporation; and The Royal Bank of Scotland Plc with The Royal Bank of Scotland Plc (New York Branch) as Agent and U.S. Swingline Agent.

 


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4.2. Agreement for US$4,675,000,000 7 year Revolving Credit Facility (subsequently increased by accession of further lenders to US$5,025,000,000), dated June 24, 2005, among, inter alia, the Company, Banc of America Securities Limited; Banca Intesa SpA; Banco Bilboa Vizcaya Argentaria S.A.; Banco Santander Central Hispano, S.A. London Branch; Barclays Capital; Bayerische Hypo-und Vereinsbank AG; BNP Paribas; Calyon; Citigroup Global Markets Limited; Deutsche Bank AG London; HSBC Bank Plc; ING Bank N.V., London Branch; J.P. Morgan Plc; Lehman Commercial Paper Inc., UK Branch; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; The Bank of Tokyo-Mitsubishi, Ltd; The Royal Bank of Scotland Plc; UBS Limited; Unicredit Banca d’Impresa SpA; WestLB AG, London Branch; William Street Commitment Corporation; Commerzbank Aktiengesellschaft, Filiale Düsseldorf; KBC Bank NV; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; Banca Intesa SpA; Banco Bilbao Vizcaya Argentaria S.A.; Banco Bilbao Vizcaya Argentaria S.A. (New York Branch); Banco Santander Central Hispano, S.A. London Branch; Bank of America, N.A., Barclays Bank Plc; Bayerische Hypo-und Vereinsbank AG; BNP Paribas (London Branch); BNP Paribas, New York Branch; Calyon; Citibank, N.A.; Commerzbank Aktiengesellschaft, Filiale Düsseldorf; Deustche Bank AG London; Deutsche Bank AG New York; HSBC Bank Plc; ING Bank N.V., London Branch; JPMorgan Chase Bank, N.A.; KBC Bank NV; Lehman Commercial Paper Inc., UK Branch; Lloyds TSB Bank Plc; Mizuho Corporate Bank, Ltd.; Morgan Stanley Senior Funding, Inc.; Morgan Stanley Bank International Limited; National Australia Bank Limited ABN 12 004 044 937; Standard Chartered Bank; TD Bank Europe Limited; The Bank of New York; The Bank of Tokyo-Mitsubishi, Ltd.; The Royal Bank of Scotland Plc; The Royal Bank of Scotland Plc (New York Branch); UBS AG, London Branch; UBS Loan Finance LLC; Unicredit Banca d’Impresa SpA; WestLB AG, London Branch; WestLB AG, New York Branch; William Street Commitment Corporation; and The Royal Bank of Scotland plc with The Royal Bank of Scotland Plc (New York Branch) as Agent and US Swingline Agent.
   
4.3. Vodafone Group Long Term Incentive Plan (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.4. Vodafone Group Short Term Incentive Plan (incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.5. Vodafone Group 1999 Long Term Stock Incentive Plan (incorporated by reference to Exhibit 4.7 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.6. Vodafone Group 1998 Company Share Option Scheme (incorporated by reference to Exhibit 4.8 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.7. Vodafone Group 1998 Executive Share Option Scheme (incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.8. Vodafone Group 2005 Global Incentive Plan.

 


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4.9. Agreement for Services with Lord MacLaurin of Knebworth (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.10. Letter of Appointment of Paul Hazen (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
   
4.11. Service Contract of Arun Sarin (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
   
4.12. Service Contract of Julian Horn-Smith (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.13. Service Contract of Peter Bamford (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.14. Service Contract of Thomas Geitner (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2005).
   
4.15. Service Contract of Kenneth Hydon (included in and incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2001).
   
4.16. Service Contract of Andrew Halford.
   
4.17. Letter of Appointment of Sir John Bond (incorporated by reference to Exhibit 4.15 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2005).
   
4.18. Letter of Appointment of Dr. Michael Boskin(incorporated by reference to Exhibit 4.9 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
   
4.19. Letter of Appointment of Professor Sir Alec Broers, now Lord Broers, (incorporated by reference to Exhibit 4.10 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003; at a meeting of the Directors of the Company held on September 16, 2003, the term of office of Professor Sir Alec Broers was extended until December 31, 2006).
   
4.20. Letter of Appointment of Dr. John Buchanan(incorporated by reference to Exhibit 4.11 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003).
   
4.21. Letter of Appointment of Penelope Hughes(incorporated by reference to Exhibit 4.17 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003; at a meeting of the Directors of the Company held on September 16, 2003, the term of office of Penelope Hughes was extended until August 31, 2007).
   
4.22. Letter of Appointment of Anne Lauvergeon.
   
4.23. Letter of Appointment of Sir David Scholey (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2003; at a meeting of the Directors of the Company held on September 16, 2003, the term of office of Sir David Scholey was extended until the Annual General Meeting of the Company in 2005).

 


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4.24. Letter of Appointment of Jurgen Schrempp (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
   
4.25. Letter of Appointment of Luc Vandevelde (incorporated by reference to Exhibit 4.22 to the Company’s Annual Report on Form 20-F for the financial year ended March 31, 2004).
   
4.26. Letter of Appointment of Anthony Watson.
   
4.27. Letter of Appointment of Philip Yea.
   
7.1 Computation of the ratio of earnings to fixed charges for the years ended 31 March 2006 and 2005.
   
7.2 Computation of the ratio of earnings to fixed charges for the years ended 31 March 2004, 2003 and 2002.
   
8. The list of the Company’s subsidiaries is incorporated by reference to note 12 to the Consolidated Financial Statements included in the Annual Report.
   
12. Rule 13a – 14(a) Certifications.
   
13. Rule 13a – 14(b) Certifications.
   
15. Consent of Deloitte & Touche LLP.

 


 

Exhibit 1


Company Number: 1833679

The Companies Acts 1948 to 1985

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
       
Share capital      
Form of the Company’s share capital 3   6
       
Fixed Rate Shares      
Right of Fixed Rate Shares to profits 4   6
Right of Fixed Rate Shares to capital 5   7
Voting rights of Fixed Rate Shares 6   7
Varying the rights of Fixed Rate Shares 7   8
       
Changing Capital      
The power to increase capital 8   8
Application of the Articles to new shares 9   8
The power to change capital 10   8
Fractions of shares 11   9
The power to reduce capital 12   9
Buying back shares 13   9
       
Shares      
The special rights of new shares 14   9
The directors’ power to deal with shares 15   10
The directors’ authority to allot “relevant securities” and “equity securities” 16   10
Power to pay commission and brokerage 17   12
Renunciations of allotted but unissued shares 18   12
No trusts or similar interests recognised 19   12
       
Shares in Uncertificated Form      
Holding shares in uncertificated form and effect of the CREST 20   12
Regulations      
       
Share Certificates      
Certificates 21   13
Replacement share certificates 22   14
       
Calls on shares      
The directors can make calls on shares 23   15
The liability for calls 24   15
Interest and expenses on unpaid calls 25   15
       

- i -


  Article No.   Page No.
       
Sums which are payable when a share is allotted are treated as a call 26   15
Calls can be for different amounts 27   15
Paying calls early 28   16
       
Forfeiting shares      
Notice following non-payment of a call 29   16
Contents of the notice 30   16
Forfeiture if the notice is not complied with 31   16
Forfeiture will include unpaid dividends 32   16
Dealing with forfeited shares 33   16
Cancelling forfeiture 34   17
The position of shareholders after forfeiture 35   17
       
Liens on partly paid shares      
The Company’s lien on shares 36   17
Enforcing the lien by selling the shares 37   17
Using the proceeds of the sale 38   18
Evidence of forfeiture or enforcement of lien 39   18
       
Changing shares rights      
Changing the special rights of shares 40   18
More about the special rights of shares 41   19
       
Transferring shares      
Share transfers 42   19
More about transfers of shares in certificated form 43   19
The Company can refuse to register certain transfers 44   20
Closing the Register 45   20
Overseas branch registers 46   20
       
Persons automatically entitled to shares by law      
When a shareholder dies 47   21
Registering personal representatives 48   21
A person who wants to be registered must give notice 49   21
Having another person registered 50   21
The rights of people automatically entitled to shares by law 51   21
       
Shareholders who cannot be traced      
Shareholder who cannot be traced 52   22
       
General Meetings      
The Annual General Meeting 53   23
Extraordinary General Meetings 54   23
Calling an Extraordinary General Meeting 55   23
Notice of General Meetings 56   23

- ii -


  Article No.   Page No.
       
Proceedings at General Meetings      
The chairman of a General Meeting 57   24
Security, and other arrangements at General Meetings 58   25
Overflow meeting rooms 59   25
The quorum needed for General Meetings 60   25
The procedure if there is no quorum 61   25
Adjourning meetings 62   26
Amending Resolutions 63   26
       
Voting Procedures      
How votes are taken 64   26
How a poll is taken 65   27
Where there cannot be a poll 66   27
A General Meeting continues after a poll is demanded 67   27
Timing of a poll 68   27
The chairman’s casting vote 69   28
The effect of a declaration by the chairman 70   28
       
Voting Rights      
The votes of shareholders 71   28
Shareholders who owe money to the Company 72   28
Suspension of rights on non-disclosure of interest 73   28
Votes of shareholders who are of unsound mind 74   30
The votes of joint holders 75   31
       
Proxies      
Appointment of proxies 76   31
Completing proxy forms 77   31
Delivering proxy forms 78   32
Cancellation of proxy’s authority 79   32
Authority of proxies 80   33
Representatives of companies 81   33
Challenging votes 82   33
       
Directors      
The number of directors 83   34
Qualification to be a director 84   34
Directors’ fees and expenses 85   34
Special pay 86   34
Directors’ expenses 87   35
Directors’ pensions and other benefits 88   35
Appointing directors to various posts 89   35
       
Changing Directors      
Age limits 90   36

- iii -


  Article No.   Page No.  
         
Retiring directors 91   36  
Eligibility for re-election 92   36  
Re-electing a director who is retiring 93   36  
Election of two or more directors 94   36  
People who can be directors 95   36  
The power to fill vacancies and appoint extra directors 96   37  
Removing and appointing directors by an ordinary resolution 97   37  
When directors are disqualified 98   37  
         
Directors’ Meetings        
Directors’ meetings 99   38  
Who can call directors’ meetings 100   38  
How directors’ meetings are called 101   38  
Quorum 102   38  
The Chairman of directors’ meetings 103   39  
Voting at directors’ meetings 104   39  
Directors can act even if there are vacancies 105   39  
Directors’ meetings by video conference and telephone 106   39  
Resolutions in writing 107   40  
The validity of directors’ actions 108   40  
         
Directors’ Interests        
Directors’ interests in transactions with the Company 109   40  
When directors can vote on things in which they are interested 110   41  
More about directors’ interests 111   42  
         
Directors’ Committees        
Delegating powers to committees 112   43  
Committee procedure 113   43  
         
Directors’ Powers        
The directors’ management powers 114   43  
The power to establish local boards 115   44  
The power to appoint attorneys 116   44  
Borrowing powers 117   45  
Borrowing restrictions 118   45  
         
Alternate Directors        
Alternate directors 119   46  
         
The Secretary        
The Secretary and Deputy and Assistant Secretaries 120   47  
         
The Seal        
The Seal 121   48  

- iv -


  Article No.   Page No.  
         
Authenticating Documents        
Establishing that documents are genuine 122   48  
         
Reserves        
Setting up reserves 123   49  
         
Dividends        
No dividends are payable except out of profits 124   49  
Final dividends 125   49  
Fixed and interim dividends 126   50  
Dividends not in cash 127   50  
Calculation and currency of dividends 128   50  
Deducting amounts owing from dividends and other money 129   50  
Payments to shareholders 130   51  
Record dates for payments and other matters 131   51  
Dividends which are not claimed 132   51  
Waiver of dividends 133   52  
         
Capitalising Reserves        
Capitalising reserves 134   52  
         
Scrip Dividends        
Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends 135   53  
         
Accounts        
Accounting and other records 136   55  
Location and inspection of records 137   55  
Sending copies of accounts and other documents 138   55  
         
Auditors        
Acts of auditors 139   56  
Auditors at General Meetings 140   56  
         
Notices        
Serving and delivering notices and other documents 141   56  
Notices to joint holders 142   56  
Notices for shareholders with foreign addresses 143   57  
When notices are served 144   57  
Serving notices and documents on shareholders who have died or are bankrupt 145   57  
If documents are accidentally not sent 146   57  
         
Minutes and Records        
Minutes 147   58  

- v -


  Article No.   Page No.  
         
Availability of records for inspection and notifying the Registrar of Companies 148   58  
         
Winding Up        
Directors’ power to petition 149   58  
Distribution of assets in kind 150   59  
         
Destroying Documents        
Destroying documents 151   59  
         
Indemnity and Insurance        
Indemnity 152   60  
Insurance 153   60  
         
Share Warrants        
Issue of Share Warrants 154   61  
Directors can accept a certificate instead of a Share Warrant 155   61  
Requesting a Share Warrant 156   61  
Replacing Share Warrants 157   62  
Rights of the Bearer 158   62  
Bearers of Share Warrants participating in securities offers 159   63  
Communications with Bearers of Share Warrants 160   63  
Issuing shares to which the Share Warrant relates 161   63  
         
ADR Depositary        
ADR Depositary can appoint proxies 162   64  
The ADR Depositary must keep a Proxy Register 163   64  
Appointed Proxies can only attend General Meetings if properly appointed 164   65  
Rights of Appointed Proxies 165   65  
Sending information to an Appointed Proxy 166   65  
The Company can pay dividends to an Appointed Proxy 167   65  
The Proxy Register may be fixed at a certain date 168   65  
The nature of an Appointed Proxy’s interest 169   66  
Validity of the appointment of Appointed Proxies 170   66  
         
Glossary     67  

- vi -


Company Number: 1833679

The Companies Acts 1948 to 1985

Company Limited by Shares

ARTICLES OF ASSOCIATION

Adopted on 30 June 1999 pursuant to a Special Resolution passed on 24 May 1999 and amended
by Special Resolutions passed on 27 July 2000, 25 July 2001 and 26 July 2005.

of

VODAFONE GROUP PUBLIC LIMITED COMPANY

PRELIMINARY ARTICLES

1 Table A and other standard regulations do not apply
 
  The regulations in Table A of the Companies Act 1948, and any similar regulations in the Companies Acts do not apply to the Company .
 
2 The meaning of words and phrases used in the Articles
 
2.1 The following table gives the meaning of certain words and phrases as they are used in these Articles . However, the meaning given in the table does not apply if that is inconsistent with the context in which a word or phrase appears. After the Articles there is a Glossary which explains various words and phrases. The Glossary is not part of the Memorandum or Articles , and it does not affect their meaning. Throughout the Articles , those words and expressions explained in this Article 2.1 are printed in bold and those explained in the Glossary are printed in italics .
 
  Words and Phrases   Meaning
       
  Adjusted Total of Capital and Reserves   This is defined in Article 118.2.
       
  ADR Depositary   A custodian or other person or persons approved by the directors who (a) holds shares in the Company under arrangements where either the custodian or some other person issues American Depositary Receipts which evidence American Depositary Shares representing shares in the Company ; and/or (b) is appointed by or on behalf of the Company to hold Share Warrants .
       
  American Depositary Shares   These represent shares in the Company and are evidenced by American Depositary Receipts .

1


  Words and Phrases   Meaning
       
  American Depositary Receipts   These represent American Depositary Shares either physically or in the form of Direct Registration Receipts .
       
  Appointed Proxy   This is defined in Article 162.1.
       
  approved transfer   This is defined in Article 73.9, for the purposes of Article 73.
       
  Articles   The Company’s Articles of Association, including any changes made to them.
       
  Bearer   This is defined in Article 154.1.
       
  class meeting   This is defined in Article 40.1.
       
  Common Seal   Any seal which the Company may have under the Companies Acts and which the Company may use to execute documents.
       
  Companies Act 1985   The Companies Act 1985, as amended by the Companies Act 1989.
       
  Companies Acts   The Companies Act 1985 , the CREST Regulations and other legislation relating to companies and affecting the Company (including any orders, regulations or other subordinated legislation made under them) in force from time to time.
       
  company   Includes any company, corporate body and any corporation established anywhere in the world.
       
  company representative   This is defined in Article 81.1.
       
  the Company   Vodafone Group Public Limited Company.
       
  CREST Regulations   The Uncertificated Securities Regulations 1995.
       
  default shares   This is defined in Article 73.1, for the purposes of Article 73.
       
  Direct Registration Receipt   An American Depositary Receipt in uncertificated form , the ownership of which is recorded in the Direct Registration System .
       
  Direct Registration System   The system maintained by the ADR Depositary in which the ADR Depositary records the ownership of Direct Registration Receipts .
       
  direction notice   This is defined in Article 73.3 for the purposes of Article 73.
       
  elected shares   This is defined in Article 135.8.
       
  electronic communications   The meaning of electronic communication is given in Section 15 of the Electronic Communications Act 2000.
       
  electronic mail   Includes any electronic communication in any form through any medium (including transmissions through the internet or by fax).
       
  equity securities   The meaning of equity securities is given in Section 94 Companies Act 1985 .

2


  Words and Phrases   Meaning
       
  equity shares   Shares in the capital of the Company which are regarded as equity share capital pursuant to Section 744 Companies Act 1985 .
       
  Fixed Rate Shares   The 7 per cent cumulative fixed rate shares of £1 each in the Company .
       
  Group   This is defined in Article 118.2, for the purposes of Article 118.
       
  London Stock Exchange   London Stock Exchange plc.
       
  Memorandum   The Memorandum of Association of the Company .
       
  non equity securities   Securities which are not equity securities .
       
  operator   CRESTCo Limited or any other operator of a relevant system under the CREST Regulations .
       
  Ordinary Shareholder   A holder of the Company’s Ordinary Shares .
       
  Ordinary Shares   Ordinary shares of US$0.10 each in the Company .
       
  paid-up share or other security   Includes a share or other security which is treated (“credited”) as paid up.
       
  pay   Includes any kind of reward or payment for services.
       
  prescribed period   This is defined in Article 16.5, for the purposes of Article 16.
       
  Procedural Resolution   A resolution or question put to the vote of a General Meeting of a procedural nature (such as a resolution on a simple clerical amendment to correct an obvious error in a Substantive Resolution ,a resolution to adjourn a General Meeting or a resolution on the choice of chairman of a General Meeting).
       
  proxy form   This includes any document or electronic communication which appoints a proxy.
       
  recognised clearing house   A clearing house granted recognition under the Financial Services Act 1986.
       
  recognised investment exchange   An investment exchange granted recognition under the Financial Services Act 1986.
       
  Record Date   This is defined in Article 168.1, for the purposes of Article 168.
       
  Register   The Company’s register of members .
       
  Registered Office   The Company’s registered office.
       
  Relevant Company   This is defined in Article 153.1, for the purposes of Article 153.
       
  relevant securities   The meaning of relevant securities is given in Section 80 of the Companies Act 1985.

3


  Words and Phrases   Meaning
       
  relevant system   A relevant system under the CREST Regulations whose operator allows shares or other securities of the Company to be transferred using that system.
       
  relevant value   This is defined in Article 135.4, for the purposes of Article 135.
       
  rights of any share   The rights attached to a share when it is issued , or afterwards.
       
  rights issue   This is defined in Article 16.5, for the purposes of Article 16.
       
  Secretary   Any person appointed by the directors to do work as the company secretary including any assistant or deputy secretary.
       
  securities offer   This is defined in Article 159.3, for the purposes of Article 159.
       
  Securities Seal   A seal used to stamp securities issued by the Company in certificated form as e vidence that the Company has issued them.
       
  Share Warrant   A share warrant to bearer issued by the Company .
       
  shareholder   A holder of the Company’s shares .
       
  shareholders’ meeting   A meeting of shareholders including both a General Meeting of the Company and a class meeting .
       
  shares   Shares which are in issue at the relevant time.
       
  sterling   The currency of the United Kingdom .
       
  subsidiary   A subsidiary as defined in Section 736 of the Companies Act 1985 .
       
  subsidiary undertaking   A subsidiary undertaking as defined in Section 258 of the Companies Act 1985 .
       
  Substantive Resolution   Any resolution or question put to the vote of a General Meeting which is not a Procedural Resolution .
       
  takeover offer   A takeover offer as defined in Section 428 of the Companies Act 1985.
       
  terms of a share   The terms on which a share was issued .
       
  Transfer Office   The place where the Register is kept.
       
  UK Listing Authority   The Financial Services Authority in its capacity as the competent authority under the Financial Services Act 1986.
       
  United Kingdom   Great Britain and Northern Ireland.
       
  US dollars   The currency of the United States of America.

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  Words and Phrases   Meaning
       
  working day   A day on which banks in the United Kingdom are generally open for business, excluding Saturdays, Sundays and public holidays.
       
       
2.2 References to a debenture include debenture stock and references to a debenture holder include a debenture stockholder .
 
2.3 Where the Articles refer to a person who is automatically entitled to a share by law , this includes a person who is entitled to the share as a result of the death, or bankruptcy, of a shareholder .
 
2.4 Words which refer to a single number also refer to plural numbers, and the other way around.
 
2.5 Words which refer to males also refer to females and to other persons .
 
2.6 References to a person or people include companies , unincorporated associations and so on.
 
2.7 References to officers include directors, managers and the Secretary , but not the Company’s auditors .
 
2.8 References to the directors are to the board of directors unless the way in which directors is used does not allow this meaning.
 
2.9 Any headings in these Articles are only included for convenience. They do not affect the meaning of the Articles .
 
2.10 When an Act or other legislation or the Articles are referred to, the version which is current at any particular time will apply.
 
2.11 Where the Articles give any power or authority to anybody, this power or authority can be used on any number of occasions, unless the way in which the word is used does not allow this meaning.
 
2.12 Any word which is defined in the Companies Acts (excluding any modification to them by a further act or statutory instrument which is not in force when these Articles are adopted) means the same in the Articles , unless the Articles define it differently, or the way in which the word is used is inconsistent with the definition given in the Companies Acts .
 
2.13 Where the Articles say that anything can be done by passing an ordinary resolution , this can also be done by passing a special resolution or an extraordinary resolution .
 
2.14 Where the Articles refer to changing the amount of shares this means doing any or all of the following:
 
  subdividing the shares into other shares with a smaller nominal value ;
 
  consolidating the shares into other shares with a larger nominal value ; and
 
  dividing shares which have been consolidated into shares with a larger nominal value t han the original shares had.
 
2.15 Where the Articles refer to any document being made effective this means being signed, sealed or executed in some other legally valid way.

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2.16 Where the Articles refer to months or years , these are calendar months or years.
 
2.17 Articles which apply to fully-paid shares can also apply to stock . References in those Articles to share or shareholder include stock or stockholder .
 
2.18 Where the Articles refer to shares in certificated form , this means that ownership of the shares can be transferred using a written transfer document (rather than in accordance with the CREST Regulations ) and that a share certificate is usually issued to the owner.
 
2.19 Where the Articles refer to shares in uncertificated form , this means that ownership of the shares can be transferred in accordance with the CREST Regulations without using a written transfer document and that no share certificate is issued to the owner.
 
2.20 Where the Articles refer to a period of clear days , the period does not include the date the notice is delivered, or treated as being delivered, nor the date of the General Meeting or other relevant event.
 
2.21 The term address when used in relation to electronic communications or electronic mail includes any number or address used for the purposes of such communication.
 
SHARE CAPITAL
   
3 Form of the Company’s share capital
   
  1 The Company’s share capital at the date when these Articles are adopted is £50,000 and U.S.$816,000,000. This is made up of 50,000 7 per cent. cumulative fixed rate shares of £1 each and 8,160,000,000 ordinary shares of U.S.$0.10 each.
   
FIXED RATE SHARES
   
4 Right of Fixed Rate Shares to profits
   
4.1 If the Company has profits which are available for distribution and the directors resolve that these should be distributed, the holders of the Fixed Rate Shares are entitled, before the holders of any other class of shares , to be paid in respect of each financial year or other accounting period of the Company a fixed cumulative preferential dividend (“ preferential dividend ”) at the rate of 7 per cent. per annum on the nominal value of the Fixed Rate Shares which is paid up or treated as paid up .
   
4.2 Subject to Article 4.3 below, the preferential dividend will be paid yearly, on 31 March in respect of each financial year ending on or before that date. If this date is not a working day , the payment will be made on the next working day .
   
4.3 When the Company has to calculate a dividend on the Fixed Rate Shares for a period other than a calendar year ending on 31 March (being another accounting period, the first dividend period arising for the Fixed Rate Shares or otherwise), the daily dividend rate will be worked out by dividing the yearly dividend rate by 365 days. This daily rate will then be multiplied by the actual number of days which have passed in the relevant period, but not including the date of payment, to give the amount payable for that period.
 

1 On 21 July 1999 the share capital of the Company was increased to £50,000 and US$4,080,000,000 by the creation of an additional 32,640,000,000 ordinary shares of US$0.10 each.
 
  The share capital of the Company was increased to £50,000 and US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary shares of US$0.10 each with effect from 9 February 2000.

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4.4 Except as provided in this Article, the Fixed Rate Shares do not have any other right to share in the Company’s profits.
 
5 Right of Fixed Rate Shares to capital
 
5.1 If the Company is wound up (but in no other circumstances involving a repayment of capital or distribution of assets to shareholders whether by reduction of capital, redeeming or buying back shares or otherwise), the holders of the Fixed Rate Shares will be entitled, before the holders of any other class of shares to:
 
  repayment of the amount paid up or treated as paid up on the nominal value of each Fixed Rate Share ;
 
  the amount of any dividend which is due for payment on, or after, the date the winding up commenced which is payable for a period ending on or before that date. This applies even if the dividend has not been declared or earned;
 
  any arrears of dividend on any Fixed Rate Shares held by them. This applies even if the dividend has not been declared or earned; and
 
  a proportion of any dividend in respect of the financial year or other accounting period which began before the winding up commenced but ends after that date.
 
    The proportion will be the amount of the dividend that would otherwise have been payable for the period which ends on that date. This applies even if the dividend has not been declared or earned.
 
5.2 If there is a winding up to which Article 5.1 applies, and there is not enough to pay the amounts due on the Fixed Rate Shares , the holders of the Fixed Rate Shares will share what is available in proportion to the amounts to which they would otherwise be entitled. The holders of the Fixed Rate Shares will be given preference over the holders of other classes of shares which rank behind them in sharing in the Company’s assets .
 
5.3 Except as provided in this Article 5, the Fixed Rate Shares do not have any other right to share in the Company’s surplus assets .
 
6 Voting rights of Fixed Rate Shares
 
6.1 The holders of the Fixed Rate Shares are only entitled to receive notice of General Meetings, or to attend, speak and vote at General Meetings, as set out below.
 
  If a resolution is to be proposed at the General Meeting to wind up the Company , they are entitled to receive notice of the General Meeting and can attend, but are not entitled to speak or vote.
 
  If a resolution is to be proposed at the General Meeting which would vary or abrogate the rights attached to the Fixed Rate Shares , they are entitled to receive notice of the General Meeting and are entitled to attend, speak and vote but only in respect of such resolution or any motion to adjourn the General Meeting before such resolution is voted on.
 
6.2 If the holders of the Fixed Rate Shares are entitled to vote at a General Meeting, each holder present in person or by proxy (or, being a company , by a company representative ) has one vote on a show of hands and on a poll every holder who is present in person or by proxy (or, being a company , by a company representative ) shall have one vote in respect of each fully paid Fixed Rate Share .

7


7 Varying the rights of Fixed Rate Shares
 
  The rights of the holders of the Fixed Rate Shares will be regarded as being varied or abrogated if any resolution is passed for the reduction of the amount of capital paid up on the Fixed Rate Shares but not for the repayment of the Fixed Rate Shares at par .
 
  Accordingly, this can only take place if:
 
  holders of at least three quarters in nominal value of the Fixed Rate Shares agree in writing; or
 
  an extraordinary resolution is passed at a separate class meeting by the holders of the Fixed Rate Shares approving the proposal,
 
  in accordance with Article 40.
 

CHANGING CAPITAL

8 The power to increase capital
 
  The shareholders can increase the Company’s share capital by passing an ordinary resolution . The resolution must fix the:
 
  amount of the increase;
 
  nominal value of the new shares ; and
 
  currency or currencies in which the nominal value of such shares is to be expressed.
 
9 Application of the Articles to new shares
 
  The provisions of the Articles about allotment , payment of calls , transfers, automatic entitlement by law , forfeiture , lien and all other things apply to new shares under Article 8 in the same way as if they were part of the Company’s existing share capital.
 
10 The power to change capital
 
  The shareholders can pass ordinary resolutions to do any of the following:
 
  consolidate , or consolidate and then divide, all or any part of the Company’s share capital into new shares of a larger nominal value than the existing shares ;
 
  cancel any shares which have not been taken, or agreed to be taken, by any person at the date of the resolution, and reduce the amount of the Company’s share capital by the amount of the cancelled shares ;
 
  divide some or all of the shares into shares which are of a smaller nominal value than is fixed in the Memorandum . This is subject to any restrictions under the Companies Acts . The resolution can provide that, as between the shares resulting from such sub-division , different rights and restrictions which the Company can apply to new shares may apply to all or any of the different divided share
 

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11 Fractions of shares
 
11.1 If any shares are consolidated or divided, the directors have power to deal with any fractions of shares which result or any other difficulty that arises. If the directors decide to sell any shares representing fractions, they must do so for the best price reasonably obtainable and distribute the net proceeds of sale among shareholders in proportion to their fractional entitlements in accordance with their rights and interests. The directors can sell to any person (including the Company , if the Companies Acts allow this) and can authorise any person to transfer those shares to the buyer or in accordance with the buyer’s instructions. The buyer does not need to take any steps to see how any money he paid is used. Nor will his ownership be affected if the sale was irregular or invalid in any way.
 
11.2 So far as the Companies Acts allow, when shares are consolidated or divided, the directors can treat a shareholder’s shares which are held in certificated form and in uncertificated form as separate shareholdings. The directors can also arrange for any shares which result from a consolidation or division and which represent rights to fractions of shares to be entered in the Register as shares in certificated form where this makes it easier to sell them.
 
12 The power to reduce capital
 
  The Company’s shareholders can pass a special resolution to reduce in any way:
 
  the Company’s share capital; or
 
  any capital redemption reserve, share premium account or other undistributable reserve .
 
  This is subject to any restrictions under the Companies Acts .
 
13 Buying back shares
 
  The Company can buy back, or agree to buy back in the future, any shares of any class (including redeemable shares ) in accordance with the Companies Acts . However, if the Company has other shares in issue which are admitted to the official list maintained by the UK Listing Authority and which are convertible at any time into the class of equity shares to be repurchased, the holders of the convertible shares must first pass an extraordinary resolution approving the buy-back at a separate class meeting . A resolution is not required, however, if the terms on which the convertible shares were issued allow the buy-back.
 

SHARES

14 The special rights of new shares
 
14.1 If the Company issues new shares , the new shares can have any rights or restrictions attached to them. The rights can take priority over the rights of existing shares , or existing shares can take priority over them, or the new shares and the existing shares can rank equally. These rights and restrictions can apply to sharing in the Company’s profits or assets . Other rights and restrictions can also apply, for example to the right to vote.

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14.2 The powers conferred by Article 14.1 are subject to the provisions of Article 14.5.
 
14.3 The rights and restrictions referred to in Article 14.1 can be decided by an ordinary resolution passed by the shareholders . The directors can also take these decisions if they do not conflict with any resolution passed by the shareholders .
 
14.4 If the Companies Acts allow this, the rights of any new shares can include rights for the holder and/or the Company to have them redeemed .
 
14.5 The ability to attach particular rights and restrictions to new shares may be restricted by special rights previously given to holders of any existing shares .
 
15 The directors’ power to deal with shares
 
15.1 The directors can decide how to deal with any shares which have not been issued . The directors can:
 
  allot them on any terms, which can include the right to transfer the allotment to another person before any person has been entered on the Register . This is known as the right to renounce the allotment (see also Article 18);
 
  grant options to give people a right to acquire shares in the future; or
 
  dispose of the shares in any other way.
 
15.2 The directors are free to decide with whom they deal, when they deal with the shares , and the terms on which they deal.
 
15.3 For the purposes of Article 15.1, the directors must comply with:
 
  the provisions of the Companies Acts relating to authority, pre-emption rights and other matters; and
 
  any resolution of a General Meeting which is passed under the Companies Acts .
 
16 The directors’ authority to allot “relevant securities” and “equity securities”
 
16.1 This Article regulates the authority of the directors to allot relevant securities and their power to allot equity securities for cash.
 
16.2 The directors are authorised, generally and without conditions, under Section 80 of the Companies Act 1985 , to allot relevant securities . They are authorised to allot them for any prescribed period . The maximum amount of relevant securities which the directors can allot in each prescribed period is the Section 80 Amount .
 
16.3 Under the directors’ general authority in Article 16.2, they have the power to allot equity securities , entirely paid for in cash, free of the restriction in Section 89(1) of the Companies Act 1985 . They have the power to allot them for any prescribed period . There is no maximum amount of equity securities which the directors can allot when the allotment is in connection with a rights issue . In all other cases, the maximum amount of equity securities which the directors can allot is the Section 89 Amount .
 

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16.4 During any prescribed period , the directors can make offers and enter into agreements which would, or might, require shares or other securities to be allotted after that period has ended.
 
16.5 For the purposes of this Article:
 
  rights issue means an offer of equity securities which is open for a period decided on by the directors to the people who are registered on a particular date (chosen by the directors) as holders of:
 
    (i) Ordinary Shares , in proportion to their holdings of Ordinary Shares ; and
 
    (ii) other classes of equity securities or non equity securities which give them the right to receive the offer in accordance with their rights .
 
    However, the directors can do the following things (and the issue will still be treated as a rights issue for the purpose of this Article if they do so):
 
   

sell any fractions of equity securities to which people would be entitled and keep the net proceeds for the Company’s benefit or make other appropriate arrangements to deal with such fractions;

 
   

make the rights issue subject to any limits or restrictions which the directors think are necessary or appropriate to deal with legal or practical problems under the laws of any territory, or under the requirements of any recognised regulatory body, or stock exchange, in any territory or as a result of shares being represented by American Depositary Shares ; or

 
   

treat a shareholder’s holdings in certificated form and uncertificated form as separate shareholdings .

 
  prescribed period means in the first instance the period ending on the date of the Annual General Meeting in 2000 or on 24 August 2000, whichever is the earlier. After this, the prescribed period means a period of no more than five years fixed by the shareholders by passing a resolution at a General Meeting. The shareholders can, by passing further resolutions, renew or extend this power (including the first prescribed period ,for periods of no more than five years each. Such resolutions can take the form of:
 
    an ordinary resolution fixing a period under Article 16.2; or
 
    a special resolution fixing a period under Article 16.3; or
 
    a special resolution fixing identical periods under Article 16.2 and under Article 16.3; or
 
    a special resolution fixing different periods under Article 16.2 and under Article 16.3.
 
  The Section 80 Amount for the first prescribed period is that fixed at the Extraordinary General Meeting of the Company held on 24 May 1999, being U.S.$816,000,000. For any subsequent prescribed period the Section 80 Amount is that stated in a relevant resolution passed by the shareholders at a General Meeting.
 

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  The Section 89 Amount for the first prescribed period is that fixed at the Extraordinary General Meeting of the Company held on 24 May 1999, being U.S.$30,223,864. For any subsequent prescribed period the Section 89 Amount is that stated in a relevant special resolution passed by the shareholders at a General Meeting.
 
  In working out any maximum amounts of securities referred to in this Article, the nominal value of rights to subscribe for shares , or to convert any securities into shares , will be taken as the nominal value of the shares which would be allotted if the subscription or conversion takes place.
 
17 Power to pay commission and brokerage
 
17.1 The Company can use all the powers given by the Companies Acts to pay commission or brokerage to any person who:
 
  applies, or agrees to apply, for any new shares ; or
 
  gets anybody else to apply, or agree to apply for, any new shares .
 
17.2 The rate per cent or amount of the commission paid or agreed to be paid must be disclosed as required by the Companies Acts and must not exceed 10 per cent of the price at which the shares in respect of which the commission is paid are issued (or an equivalent amount).
 
18 Renunciations of allotted but unissued shares
 
  Where a share has been allotted to a person but that person has not yet been entered on the Register , the directors can recognise a transfer (called a renunciation ) by that person of his right to the share in favour of some other person. The ability to renounce allotments only applies if the terms on which the share is allotted are consistent with renunciation . The directors can impose terms and conditions regulating renunciation rights and can allow renunciation rights to be participating securities (as defined in the CREST Regulations ) in their own right.
 
19 No trusts or similar interests recognised
 
19.1 The Company will only be affected by, or recognise, a current and absolute right to whole shares . The fact that any share , or any part of a share , may not be owned outright by the registered owner is not of any concern to the Company , for example if a share is held on any kind of trust .
 
19.2 The only exception to what is said in Article 19.1 is for any right:
 
  which is expressly given by these Articles ; or
 
  which the Company has a legal duty to recognise.
 

SHARES IN UNCERTIFICATED FORM

20 Holding shares in uncertificated form and effect of the CREST Regulations
 
20.1 Subject to the Articles and so far as the Companies Acts allow this, the directors can decide that any class of shares can:
 

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be held in uncertificated form and that title to such shares can be transferred using a relevant system ; or

 
 

no longer be held and transferred in uncertificated form .

 
20.2 These Articles do not apply to shares of any class which are held in uncertificated form to the extent that the Articles are inconsistent with the:
 
  holding of shares of that class in uncertificated form ;
 
  transfer of title to shares of that class by means of a relevant system ; or
 
  CREST Regulations .
 

SHARE CERTIFICATES

21 Certificates
 
21.1 When a shareholder is first registered as the holder of any class of shares in certificated form , he is entitled to receive, free of charge, one certificate for all the shares in certificated form of that class which he holds. If he holds shares of more than one class in certificated form , he is entitled to receive a separate share certificate for each class.
 
21.2 The Company must also observe any requirements of the CREST Regulations when issuing share certificates. Where the Companies Acts allow, the Company does not need to issue share certificates.
 
21.3 If a shareholder receives more shares in certificated form of any class he is entitled, without charge, to another certificate for the additional shares .
 
21.4 If a shareholder transfers part of his shares covered by a certificate, he is entitled, free of charge, to a new certificate for the balance if the balance is also held in certificated form .The old certificate will be cancelled.
 
21.5 The Company does not have to issue more than one certificate for any share in certificated form , even if that share is held jointly.
 
21.6 When the Company delivers a certificate to one joint holder of shares in certificated form , this is treated as delivery to all of the joint shareholders .
 
21.7 If requested in writing to do so, the Company can deliver a certificate to a broker or agent who is acting for a person who is buying shares in certificated form , or who is having shares transferred to him in certificated form .
 
21.8 The directors can decide how share certificates are made effective. For example, they can be:
 
  signed by two directors or one director and the Secretary ;
 
  sealed with the Common Seal or the Securities Seal (or in the case of shares on a branch Register , an official seal for use in the relevant territory); or
 
  printed, in any way, with a copy of the signature of those directors and the Secretary . The copy can be made or produced mechanically, electronically or in any other way the directors approve.
 

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21.9 A share certificate must state the number and class of shares to which it relates and the amount paid-up on those shares . It cannot be for shares of more than one class.
 
21.10 If all the issued shares of the Company , or a particular class of shares , are fully paid up and rank equally with each other for all purposes, none of those shares will (unless the directors pass a resolution to the contrary) have a distinguishing number as long as it remains fully paid up and ranks equally for all purposes with all the shares of the same class which are issued and fully paid up .
 
21.11 The time limit for the Company to prepare a share certificate for shares in certificated form is:
 
  one month after the allotment of a new share ;
 
  five working days after a valid transfer of fully-paid shares is presented for registration; or
 
  two months after a valid transfer of partl y- paid shares is presented for registration.
 
21.12 Article 21.11 only applies to the extent that the terms of issue of shares do not provide otherwise.
 
21.13 Share certificates will also be prepared and sent earlier where either the London Stock Exchange or the UK Listing Authority requires it.
 
22 Replacement share certificates
 
22.1 If a shareholder has four or more share certificates for shares of the same class which are in certificated form , he can ask the Company for these to be cancelled and replaced by a single new certificate. The Company must comply with this request, without making a charge for doing so.
 
22.2 A shareholder can ask the Company to cancel and replace a single share certificate with two or more certificates, for the same total number of shares . The Company , upon the payment by the shareholder of a reasonable sum determined by the directors, must comply with this request.
 
22.3 A shareholder can ask the Company for a new certificate if the original is:
 
  damaged or defaced; or
 
  lost, stolen, or destroyed.
 
22.4 If a certificate has been damaged or defaced, the Company can require satisfactory evidence and for the certificate to be delivered to it before issuing a replacement. If a certificate is lost, stolen or destroyed, the Company can require satisfactory evidence, together with an indemnity , before issuing a replacement. In each case the directors can impose such other terms as they think fit.
 
22.5 The directors can require the shareholder to pay the Company’s exceptional out-of-pocket expenses for issuing any share certificates under Article 22.3.
 
22.6 Any one joint shareholder can request replacement certificates under this Article.
 

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CALLS ON SHARES

23

The directors can make calls on shares

 
 

The directors can call on shareholders to pay any money which has not yet been paid to the Company for their shares . This includes both the nominal value of the shares and any premium which may be payable. If the terms of issue of the shares allow this, the directors can:

 
 

make calls as often, and whenever, they think fit;

 
 

decide when and where the money is to be paid;

 
 

decide that the money can be paid by instalments; or

 
 

wholly or partly revoke or postpone any call .

 
 

A call is treated as having been made as soon as the directors pass a resolution authorising it.

 

24

The liability for calls

 

24.1

A shareholder who has received at least 14 days’ notice giving details of the amount called, the time (or times) and place for payment must pay the call as required by the notice. Joint shareholders are liable jointly and severally to pay any money called for in respect of their shares .

 

24.2

A shareholder due to pay the amount called shall still have to pay the call even if, after the call was made, he transfers the shares to which the call related.

 

25

Interest and expenses on unpaid calls

 
 

If a call is made and the money due remains unpaid, the shareholder is liable to pay interest on the money and any expenses incurred by the Company because of his failure to pay the call on time. The interest will run from the day the money is due until it has actually been paid. The yearly interest rate will be a reasonable rate fixed by the directors (or, where they do not fix a reasonable rate, 10 per cent). The directors can decide not to charge any or all of such expenses and interest.

 

26

Sums which are payable when a share is allotted are treated as a call

 
 

If the terms of a share require any money to be paid at the time the share is allotted , or at any fixed date (whether in relation to the nominal value of the shares or any premium which may apply), then the liability to pay the money will be treated in the same way as a liability for a valid call for money on shares which is due on the same date. If this money is not paid, everything in the Articles relating to non-payment of calls applies. This includes Articles which allow the Company to forfeit or sell shares and to claim interest.

 

27

Calls can be for different amounts

 
 

On an issue of shares , if the terms of such shares allow, the directors can decide that allottees or the subsequent holders of such shares can be called on to pay different amounts, or that they can be called on at different times.

 

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28

Paying calls early

 

28.1

The directors can accept payment in advance of some or all of the money due from a shareholder before he is called on to pay the money. The directors can agree to pay interest on money paid in advance until it would otherwise be due to the Company at a rate (up to a maximum yearly interest rate of 10 per cent) agreed between the directors and the shareholder .

 

28.2

The money which is paid in advance in this way shall not be included in calculating the dividend payable on the shares in respect of which the money paid in advance has been paid.

 

FORFEITING SHARES

29

Notice following non-payment of a call

 
 

Articles 29 to 39 apply if a shareholder fails to pay the whole amount of a call , or an instalment of a call , by the date on which it is due. The directors can serve a notice on him any time after the date on which the call or the instalment is due, if the whole amount immediately due has not been paid.

 

30

Contents of the notice

 
  A notice served under Article 29 must:
 
  demand payment of the amount immediately payable, plus any interest;
 
  give a date by when the total must be paid, but this must be at least 14 days after the notice is served on the shareholder ;
 
 

state where the payment(s) must be made; and

 
 

state that if the full amount demanded is not paid by the time and place stated, the Company can forfeit the shares on which the call or instalment was due.

 

31

Forfeiture if the notice is not complied with

 
 

If a notice served under Article 29 is not complied with, the shares to which it relates can be forfeited at any time while any amount (including interest) is still outstanding. This is done by the directors passing a resolution stating that the shares have been forfeited .

 

32

Forfeiture will include unpaid dividends

 
  All dividends which are due on (and other money payable in respect of) the forfeited shares , but not yet paid, will also be forfeited .
 

33

Dealing with forfeited shares

 

33.1

The directors can sell, dispose of or re-allot any forfeited share on any terms and in any way that they decide. The Company may keep the consideration received from doing this. The directors can, if necessary, authorise any person to transfer a forfeited share to any other person and may cause such other person to be registered as the holder of the share .

 

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33.2

The new shareholder’s ownership of the share will not be affected if the steps taken to forfeit the share , or the sale or disposal of the share , were invalid or irregular, or if anything that should have been done was not done, and the new shareholder is not obliged to enquire as to how the purchase money (if any) is used.

 

34

Cancelling forfeiture

 

34.1

After a share has been forfeited , the directors can cancel the forfeiture . But they can only do this before the share has been sold, re-allotted or disposed of. This can be on any terms that they decide.

 

34.2

If a share has not been sold or disposed of after three years from the date of forfeiture , the directors must cancel the share .

 

35

The position of shareholders after forfeiture

 

35.1

A shareholder loses all rights in connection with forfeited shares . If the shares are in certificated form , he must surrender any certificate for those shares to the Company for cancellation. A person is still liable to pay calls which have been made, but not paid, before the forfeiture of his shares . He must also pay interest on the unpaid amount (at the rate of interest which was payable on the unpaid amount before the forfeiture ) until it is paid. If no interest was payable before the forfeiture on the unpaid amount, the directors can fix the rate of interest on the unpaid amount, but it must not be more than 10 per cent a year, until it is paid.

 

35.2

The shareholder continues to be liable for all claims and demands which the Company could have made relating to the forfeited share . He is not entitled to any credit for the value of the share when it was forfeited or for money received by the Company under Article 33, unless the directors decide to allow credit for all or any of that value. The directors may also decide to waive any payment due either completely or in part.

 

LIENS ON PARTLY PAID SHARES

36

The Company’s lien on shares

 
 

The Company has a lien on all partly - paid shares . This lien has priority over claims of others to the shares and extends to all dividends and other money payable on the shares or in respect of them. This lien is for any money owed to the Company for the shares . The directors can decide to give up any lien which has arisen or that any share for a specified period of time be entirely or partly exempt from this Article. They can also decide to suspend any lien which would otherwise apply to particular shares . Unless otherwise agreed, the registration of a transfer of any share over which the Company has a lien shall operate as a waiver of that lien .

 

37

Enforcing the lien by selling the shares

 

37.1

If the directors want to enforce the lien referred to in Article 36, they can sell some or all of the shares in any way they decide. The directors can authorise someone to transfer the shares sold. But they cannot sell the shares until all of the following conditions are met:
 
 

the money owed by the shareholder must be immediately payable;

 

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  the directors must have given a written notice to the shareholder . This notice must say how much is due. It must also demand that this money is paid, and say that the shareholder’s shares can be sold if the money is not paid;
 
  the written notice must have been served on the shareholder , or on any person who is automatically entitled to the shares by law ; and
 
  the money has not been paid by at least 14 days after the notice has been served.
 
37.2 The new shareholder’s ownership of the share will not be affected if the sale or disposal of the share was invalid or irregular, or if anything that should have been done was not done and is not obliged to enquire as to how the purchase money (if any) is used.
 
38 Using the proceeds of the sale
 
  If the directors sell any shares under Article 37, the net proceeds will first be used to pay off the amount which is then payable to the Company . The directors will pay any money left over to the former shareholder , or to any person who would otherwise be automatically entitled to the shares by law provided that the Company’s lien will also apply to any money left over, to cover any money still due to the Company which is not yet payable: the Company has the same rights over this money as it had over the shares immediately before they were sold. If the shares are in certificated form , the Company need not pay over anything left under this Article until the certificate representing the shares sold has been delivered to the Company for cancellation.
 
39 Evidence of forfeiture or enforcement of lien
 
  A director, or the Secretary , can make a statutory declaration declaring:
 
  that he is a director or the Secretary of the Company ;
 
  that a share has been properly forfeited or sold to satisfy a lien under the Articles ; and
 
  when the share was forfeited or sold.
 
  This will be conclusive evidence of these facts which cannot be disputed as against all persons claiming to be entitled to the share .

CHANGING SHARE RIGHTS

40 Changing the special rights of shares
 
40.1 If the Company’s share capital is split into different classes of share , and if the Companies Acts allow this and unless the Articles or rights attached to any class of share say otherwise, the special rights which are attached to any of these classes of share can be varied or abrogated if this is approved by an extraordinary resolution in accordance with Articles 40 and 41. This must be passed at a separate meeting of the holders of the relevant class of shares . This is called a class meeting . Alternatively, the holders of at least three-quarters of the existing shares of the relevant class (by nominal value ) can give their consent in writing.

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40.2 The special rights of a class of shares can be varied or abrogated while the Company is a going concern, or while the Company is being wound up , or if winding up is being considered.
 
40.3 All the Articles relating to General Meetings apply, with any necessary changes, to a class meeting , but with the following adjustments:
 
  At least two people who hold (or who act as proxies for) at least one third of the total nominal value of the existing shares of the class are a quorum . However, if this quorum is not present at an adjourned class meeting , one person who holds shares of the class, or his proxy , is a quorum , regardless of the number of shares he holds.
 
  Anybody who is personally present, or who is represented by a proxy , can demand a poll .
 
  On a poll , the holders of shares will have one vote for every share of the class which they hold.
 
40.4 This Article also applies to the variation or abrogation of special rights of shares forming part of a class. Each part of the class which is being treated differently is viewed as a separate class in operating this Article .
 
41 More about the special rights of shares
 
  The special rights of shares or of any class of shares are not regarded as varied or abrogated if:
 
  new shares are created, or issued , which rank equally with or behind those shares or that class of shares in sharing in profits or assets of the Company ;
 
  the Company redeems or buys back its own shares .
 
  But this does not apply if the terms of the shares or class of shares expressly provide otherwise.

TRANSFERRING SHARES

42 Share transfers
 
42.1 Unless the Articles provide otherwise, any shareholder can transfer some or all of his shares to another person.
 
42.2 Every transfer of shares in certificated form must be in writing, and either in the usual standard form, or in any other form approved by the directors.
 
42.3 Transfers of uncertificated shares are to be carried out using a relevant system and must comply with the CREST Regulations .
 
43 More about transfers of shares in certificated form
 
43.1 The transfer form for shares in certificated form must be delivered to the Transfer Office (or any other place the directors may decide). The directors may refuse to recognise a transfer unless the transfer form:

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  has with it the share certificate for the shares to be transferred and any other evidence which the directors ask for to prove that the person wishing to make the transfer is entitled to do this;
 
  is properly stamped (for payment of stamp duty) where this is required;
 
  is being used to transfer only one class of shares ; and
 
  is in favour of not more than four joint holders.
 
43.2 However, if a transfer is by a recognised clearing hous e or its nominee or by a recognised investment exchange , a share certificate is only needed if a certificate has been issued for the shares in question.
 
43.3 If the share being transferred is a fully paid-up share , a share transfer form must be signed by the person making the transfer. If the transfer is being made by a company, the share transfer form does not need to be under that company’s seal.
 
43.4 If the share being transferred is not a fully paid-up share a share transfer form must also be signed by the person to whom the share is being transferred. If the transfer is being made to a company , the transfer form does not need to be under that company’s seal.
 
43.5 The person making a transfer of shares will be treated as continuing to be the shareholder until the name of the person to whom a share is being transferred is put on the Register for that share .
 
43.6 No fee is payable to the Company for transferring shares or registering changes relating to the ownership of shares .
 
44 The Company can refuse to register certain transfers
 
44.1 The directors can refuse to register a transfer of any shares in certificated form which are not fully paid-up . They do not have to give any reasons for refusing. But, if any of those shares are admitted to the official list maintained by the UK Listing Authority , the directors cannot refuse to register a transfer if this would stop dealings in the shares from taking place on an open and proper basis.
 
44.2 If the directors decide not to register a transfer of a share , they must notify the person to whom such share was to be transferred. This must be done no later than two months after the Company receives the transfer (in the case of a share in certificated form ).
 
45 Closing the Register
 
  The directors can decide to suspend the registration of transfers by closing the Register . This can be for part of a day, a day, or more than a day. Suspension periods can vary between different classes of shares . But the Register cannot be closed for more than 30 days a year. In the case of shares in uncertificated form , the Register must not be closed without the consent of the operator of a relevant system .
 
46 Overseas branch registers
 
  The Company can use all the powers that the Companies Acts give to keep an overseas branch register. The directors can make and change any regulations they decide on relating to this register, as long as the Companies Acts allow this.

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PERSONS AUTOMATICALLY ENTITLED TO SHARES BY LAW

47 When a shareholder dies
 
47.1 When a sole shareholder dies (or a shareholder who is the last survivor of joint shareholders dies), his legal personal representatives will be the only people whom the Company will recognise as being entitled to his shares .
 
47.2 If a shareholder who is a joint shareholder dies, the remaining joint shareholder or shareholder s will be the only people who the Company will recognise as being entitled to his shares .
 
47.3 This Article does not discharge the estate of any joint shareholder from any liability .
 
48 Registering personal representatives
 
  A person who becomes automatically entitled to a share by law can either be registered as the shareholder , or can select some other person to whom the share is to be transferred. The person who is automatically entitled by law must provide any evidence of his entitlement which is reasonably required by the directors.
 
49 A person who wants to be registered must give notice
 
  If a person who is automatically entitled to shares by law wants to be registered as a shareholder , he must deliver or send a notice to the Company saying that he has made this decision. He must sign this notice, and it must be in the form which the directors require. This notice will be treated as a transfer form and all of the provisions of these Articles about registering transfers of shares apply to it. The directors have the same power to refuse to register the automatically entitled person as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares .
 
50 Having another person registered
 
  If a person who is automatically entitled to a share by law wants the share to be transferred to another person, he must do the following:
 
  for a share in certificated form sign a transfer form to the person he has selected;and
 
  for a share in uncertificated form transfer such share using a relevant system .
 
  The directors have the same power to refuse to register the person selected as they would have had in deciding whether to register a transfer by the person who was previously entitled to the shares .
 
51 The rights of people automatically entitled to shares by law
 
51.1 A person who is automatically entitled to a share by law is entitled to any dividends or other money relating to the share , even though he is not registered as the holder of that share . However, if the directors have served a notice on any such person requesting him to choose between registering himself or transferring the share , and such person does not comply with the notice within 90 days, the directors can withhold the dividend and other money until the notice has been properly complied with.

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51.2 Unless and until he is registered as a shareholder the person automatically entitled to a share by law is not entitled:
 
  to receive notices of General Meetings, or to attend or vote at these meetings; and
 
  ( subject to Article 51.1) to any of the other rights and benefits of being a shareholder ,
 
  unless the directors decide to allow this.

SHAREHOLDERS WHO CANNOT BE TRACED

52 Shareholder who cannot be traced
 
52.1 The Company can sell any shares at the best price reasonably obtainable if:
 
  during the previous 12 years, at least three dividends on the shares have been payable and none has been claimed;
 
  after this 12-year period, the Company announces that it intends to sell the shares by placing an advertisement in a United Kingdom national newspaper and in a newspaper appearing in the area which includes the address held by the Company for serving notices relating to the shares ; and
 
  during this 12-year period, and for three months after the last advertisement appears in the newspapers, the Company has received no indication as to the whereabouts or existence of the shareholder or any person who is automatically entitled to the shares by law .
 
52.2 To sell any shares in this way, the Company can authorise any person to transfer the shares . This transfer will be just as effective as if it had been made by the registered holder of the shares , or by a person who is automatically entitled to the shares by law . The ownership of the person to whom the shares are transferred will not be affected even if the sale is irregular or invalid in any way.
 
52.3 The net sale proceeds belong to the Company until claimed under this Article, but it must pay these to the shareholder who could not be traced, or to the person who is automatically entitled to the shares by law , if that shareholder , or that other person, asks for it.
 
52.4 The Company must record the name of that shareholder , or the person who was automatically entitled to the shares by law , as a creditor for this money in its accounts. The money is not held on trust , and no interest is payable on the money. The Company can keep any money which it has earned on the net sale proceeds. The Company can use the money for its business, or it can invest the money in any way that the directors decide. But the money cannot be invested in the Company’s shares , or in the shares of any holding company of the Company .
 
52.5 In the case of uncertificated shares , this Article is subject to any restrictions which apply under the CREST Regulations .
 

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GENERAL MEETINGS

53 The Annual General Meeting
     
  Except as provided in the Companies Acts , each year the Company must hold an Annual General Meeting, in addition to any other General Meetings which are held in the year. The notice calling the Annual General Meeting must say that the meeting is the Annual General Meeting. There must not be a gap of more than 15 months between one Annual General Meeting and the next. The Annual General Meeting must be held in accordance with the Companies Acts . The directors must decide when and where to hold the Annual General Meeting.
 
54 Extraordinary General Meetings
 
  If a General Meeting is not an Annual General Meeting, it is called an Extraordinary General Meeting.
 
55 Calling an Extraordinary General Meeting
 
  The directors can decide to call an Extraordinary General Meeting at any time. Extraordinary General Meetings must also be called promptly in response to a requisition by shareholder s under the Companies Acts . If an Extraordinary General Meeting is not called in response to such a request by shareholders , it can be called by the shareholders who requested the Extraordinary General Meeting in accordance with the Companies Acts . Any Extraordinary General Meeting requisitioned in this way by shareholders shall be called in the same manner as nearly as possible to that in which General Meetings are called by the directors. The directors must decide when and where to hold an Extraordinary General Meeting.
 
56 Notice of General Meetings
 
56.1 At least 21 clear days’ notice in writing (or, where the Companies Acts permit, by electronic mail ) must be given for every Annual General Meeting and for any other General Meeting where it is proposed to pass a special resolution or to pass some other resolution of which special notice under the Companies Acts has been given to the Company . For every other General Meeting at least 14 clear days’ notice in writing (or, where the Companies Acts permit, by electronic mail ) must be given.
 
  However, a shorter period of notice can be given:
 
  for an Annual General Meeting, if all the shareholder s entitled to attend and vote agree; or
 
  for an Extraordinary General Meeting, if a majority of the shareholders entitled to attend and vote agree and those shareholders hold at least 95 per cent by nominal value of the shares which can be voted at the meeting.
 
56.2 Any notice of General Meeting must state:
 
  where the General Meeting is to be held;
 
  the date and time of the General Meeting;
 
  the general nature of the business of the General Meeting;
 

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  if any resolution will be proposed as a special resolution or extraordinary resolution ; and
 
  in a reasonably prominent place that a shareholder entitled to attend and vote can appoint one or more proxies (who need not be shareholder s) to attend, speak and vote instead of that shareholder .
 
56.3 Notices of General Meetings must be given to the shareholders , except in cases where the Articles or the rights attached to the shares state that the holders are not entitled to receive them from the Company . Notice must also be given to the Company’s auditors. The day when the notice is served (see Article 144), or is treated as served, and the day of the General Meeting do not count towards the period of notice. In relation to any class of shares some of which are in uncertificated form the Company can decide that only people who are entered on the Register at the close of business on a particular day are entitled to receive such a notice. That day shall be a day chosen by the Company and falling not more than 21 days before the notice is sent.
 
56.4 Unless the Companies Act 1985 does not require it, the Company must, on the requisition in writing of such number of shareholders as is specified in the Companies Act 1985 , send to shareholders :
 
  entitled to receive notice of the next Annual General Meeting notice of any resolution which may properly be proposed and is intended to be proposed at that meeting; and
 
  entitled to receive notice of any General Meeting any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.
 
    Notice of any such resolution shall be given, and any such statement shall be circulated, to shareholders of the Company entitled to have notice of the General Meeting sent to them. The cost of this, unless the Company decides otherwise, must be borne by the requisitionists .
 

PROCEEDINGS AT GENERAL MEETINGS

57 The chairman of a General Meeting
 
57.1 The Chairman of the directors will be the chairman at every General Meeting, if he is present and willing to take the chair.
 
57.2 If the Company does not have a Chairman, or if the Chairman is not present and willing to chair the General Meeting, a Deputy Chairman will chair the meeting if he is present and willing to take the chair.
 
57.3 Where there is more than one Deputy Chairman at a General Meeting and there is more than one present, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present .
 
57.4 If the Company does not have a Chairman or a Deputy Chairman, or if neither the Chairman or any Deputy Chairman are present and willing to chair the General Meeting, after waiting ten minutes from the time that a meeting is due to start, the directors who are present will choose one of themselves to act as chairman. If there is only one director present, he will be chairman if he is willing.
 

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57.5 If there is no director present and willing to be chairman, then the shareholders who are personally present at the General Meeting and entitled to vote will decide which one of them is to be chairman.
     
57.6 To avoid any doubt, nothing in these Articles restricts or excludes any of the powers or rights of a chairman of a meeting which are given by the general law.
 
58 Security, and other arrangements at General Meetings
 
  Either the chairman of a General Meeting, or the Secretary , can take any action he considers necessary (including adjourning the General Meeting) for:
 
  the safety of people attending a General Meeting (for example, if there is not enough room for the shareholders and proxies who want to attend the General Meeting); or
 
  proper and orderly conduct at a General Meeting (for example, where the behaviour of someone present could prevent the business of the General Meeting being carried out in an orderly way); or
 
  any other reason to make sure that the business of the General Meeting can be properly carried out.
 
  Where the chairman of a General Meeting or the Secretary decides to adjourn a General Meeting in this way, he can adjourn the General Meeting to a time, date and place he decides (or indefinitely). He does not need the agreement of those present at the General Meeting to do this.
 
59 Overflow meeting rooms
 
  The directors can arrange for any people who they consider cannot be seated in the main meeting room, where the chairman will be, to attend and take part in a General Meeting in an overflow room or rooms. Any overflow room must have a live video and two way sound link with the main room for the General Meeting, where the chairman will be. The video and sound link must enable those in all the rooms to see and hear what is going on in the other rooms. The notice of the General Meeting does not have to give details of any arrangements under this Article. The directors can decide on how to divide people between the main room and any overflow room. If any overflow room is used, the General Meeting will be treated as being held, and taking place, in the main room.
 
60 The quorum needed for General Meetings
 
  Before a General Meeting starts to conduct business, there must be a quorum present. If there is not, the meeting cannot carry out any business. Unless other Articles say otherwise, a quorum for all purposes is two people who are entitled to vote. They can be personally present or proxies for shareholders or duly authorised company representatives or a combination of shareholders , duly authorised company representatives for companies and proxies .
 
61 The procedure if there is no quorum
 
61.1 This Article 61 applies if a quorum is not present either within 30 minutes of the time fixed for a General Meeting to start or within any longer period (being no longer than an hour from the time fixed for the General Meeting to start) on which the chairman may decide. If the General Meeting was called by shareholders it is cancelled. Any other General Meeting is adjourned to the same day in the next week (or if that day is a public holiday, then the next day which is not a Saturday, Sunday or public holiday) at the same time and place or to any other day and time and place which the directors decide.
 

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61.2 If a quorum is not present within 15 minutes of the time fixed for the start of the adjourned meeting, the adjourned General Meeting shall be cancelled.
 
62 Adjourning meetings
 
62.1 Subject to Article 58, the chairman of a General Meeting can adjourn a meeting which has a quorum present, if this is agreed by those present at the General Meeting. This can be to a time, date and place proposed by the chairman or may be an indefinite adjournment . The chairman must adjourn the General Meeting if the General Meeting directs him to. In these circumstances the General Meeting will decide how long the adjournment will be, and where it will adjourn to. If a General Meeting is adjourned indefinitely, the directors will fix the time, date and place of the adjourned General Meeting.
 
62.2 General Meetings can be adjourned more than once. But if a General Meeting is adjourned for more than 30 days or indefinitely, at least seven days’ notice must be given of the adjourned General Meeting in the same way as was required for the original General Meeting. If a General Meeting is adjourned for less than 30 days, there is no need to give notice of the adjourned General Meeting, or about the business to be considered there.
 
62.3 An adjourned General Meeting can only deal with business that could have been dealt with at the original General Meeting before it was adjourned .
 
63 Amending Resolutions
 
  If the chairman of a General Meeting, acting in good faith, rules an amendment to a resolution out of order, any error in that ruling will not affect the validity of a vote on the original resolution.
 

VOTING PROCEDURES

64 How votes are taken
     
64.1 All Substantive Resolutions will only be decided on a poll . All Procedural Resolutions will be decided by a show of hands of the shareholders present in person or by proxy , unless a poll is demanded when, or before, the result of the show of hands is declared by the chairman. A poll can be demanded by:
 
  the chairman of the General Meeting;
 
  at least two shareholders at the General Meeting (including proxies of shareholders entitled to vote) who are entitled to vote;
 
  one or more shareholders at the General Meeting who are entitled to vote (including proxies of shareholders entitled to vote) and who have, between them, at least 10 per cent of the total votes of all shareholders who have the right to vote at the General Meeting; or
     
  one or more shareholders who have shares which allow them to vote at the General Meeting (including proxies of shareholders entitled to vote), where the total amount which has been paid up on their shares is at least 10 per cent of the total sum paid up on all shares which give the right to vote at the General Meeting.
     

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64.2 A demand for a poll can be withdrawn if the chairman agrees to this. If a poll is demanded, and this demand is then withdrawn, any declaration by the chairman of the result of a vote on that resolution by a show of hands , which was made before the poll was demanded, will stand.
 
65 How a poll is taken
 
65.1 If a poll is demanded or held in the way allowed by the Articles , the chairman of the General Meeting can decide where, when and how it will be carried out. The result is treated as the decision of the General Meeting where the poll was demanded, even if the poll is carried out after the General Meeting.
 
65.2 The chairman can:
 
  decide that a ballot, voting papers or tickets will be used;
 
  appoint one or more scrutineers (who need not be shareholders );
 
  decide to adjourn the General Meeting to such day, time and place as he decides for the result of the poll to be declared.
 
65.3 If a poll is called, a shareholder can vote either personally or by his proxy . If a shareholder votes on a poll , he does not have to use all of his votes or cast all his votes in the same way.
 
66 Where there cannot be a poll
 
  Notwithstanding any other provision in these Articles , a poll is not allowed on a vote to elect a chairman of a General Meeting, nor is a poll allowed on a vote to adjourn a General Meeting, unless the chairman of the General Meeting demands a poll .
 
67 A General Meeting continues after a poll is demanded
 
  A demand for a poll on a particular matter does not stop a General Meeting from continuing and dealing with matters other than the question on which the poll was demanded.
 
68 Timing of a poll
 
  A poll on a resolution to adjourn the General Meeting must be taken immediately at the General Meeting. Any other poll can either be taken immediately at the General Meeting or within 30 days from the date it was demanded and at a time and place decided on by the chairman. No notice is required for a poll which is not taken immediately if the time and place at which it is to be taken are announced at the General Meeting at which it is demanded. In any other case, at least seven clear days’ notice must be given specifying the time and place at which the poll is to be taken.
 

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69 The chairman’s casting vote
 
  If the votes are equal, either on a show of hands or on a poll , the chairman of the General Meeting is entitled to a further, casting vote. This is in addition to any other votes which the chairman may have as a shareholder , or as a proxy .
 
70 The effect of a declaration by the chairman
 
  The following applies when there is a vote by a show of hands , and no poll is demanded, or any demand for a poll is withdrawn. A corresponding entry in the minute book is conclusive proof of the following declarations by the chairman of the General Meeting:
 
  a resolution has been carried;
 
  a resolution has been carried unanimously;
 
  a resolution has been carried by a particular majority;
 
  a resolution has been lost; or
 
  a resolution has been lost by a particular majority.
 
  There is no need to prove the validity, number, or proportion of votes recorded for or against a resolution.
 

VOTING RIGHTS

71 The votes of shareholders
 
  At a General Meeting, on a show of hands every shareholder who is present in person and every person present who has been duly appointed as a proxy shall have one vote, provided that each such person is entitled to attend and vote at that General Meeting. Where there is a poll , a shareholder who is present in person (or by proxy ) who is entitled to be present and to vote has one vote for every share which he holds. This is subject to any special rights or restrictions which are given to any class of shares by, or in accordance with, the Articles .
 
72 Shareholders who owe money to the Company
 
  Unless the Articles provide otherwise, the only people who are entitled to attend and/or vote at General Meetings or to exercise any other right conferred by being a shareholder in relation to General Meetings, are shareholders who have paid the Company all calls , and all other sums, relating to their shares which are due at the time of the General Meeting. This applies both to attending the General Meeting personally and to appointing a proxy .
 
73 Suspension of rights on non-disclosure of interest
 
73.1 This Article applies if any shareholder , or any person appearing to be interested in shares held by that shareholder , has been properly served with a notice under Section 212 of the Companies Act 1985 , requiring information about interests in shares , and has failed for a period of 14 days from the date of the notice to supply to the Company the information required by that notice. Then (subject to the provisions of this Article and unless the directors otherwise decide) the shareholder is not (for so long as the failure continues) entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right in relation to a shareholders’ meeting as holder of:

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  the shares in relation to which the default occurred (called default shares );
 
  any further shares which are issued in respect of default shares ; and
 
  any other shares held by the shareholder holding the default shares .
 
73.2 Any person who acquires shares subject to restrictions under Article 73.1 is subject to the same restrictions, unless:
 
  the transfer was an approved transfer (see Article 73.9); or
 
  the transfer was by a shareholder who was not himself in default in supplying the information required by the notice under Article 73.1 and a certificate in accordance with Article 73.3 is provided.
 
73.3 Where the default shares represent 0.25 per cent or more of the existing shares of a class, the directors can in their absolute discretion by notice (a direction notice ) to the shareholder direct that:
 
  any dividend or part of a dividend or other money which would otherwise be payable on the default shares shall be retained by the Company (without any liability to pay interest when that dividend or money is finally paid to the shareholder );
 
  the shareholder will not be allowed to choose to receive shares in place of dividends in accordance with Article 135; and/or
 
  subject to Article 73.4, no transfer of any of the shares held by the shareholder will be registered unless:
 
    either the transfer is an approved transfer (see Article 73.9);
 
    or the shareholder is not himself in default as regards supplying the information required; and (in this case)
 
      the transfer is of part only of his holding; and
 
      when presented for registration, the transfer is accompanied by a certificate by the shareholder . This certificate must be in a form satisfactory to the directors and state that after due and careful enquiry the shareholder is satisfied that none of the shares included in the transfer are default shares .
 
73.4 Any direction notice can treat shares of a shareholder in certificated and uncertificated form as separate shareholdings and either apply only to shares in certificated form or to shares in uncertificated form or apply differently to shares in certificated and uncertificated form . In the case of shares in uncertificated form the directors can only use their discretion to prevent a transfer if this is allowed by the CREST Regulations .
 
73.5 The Company must send a copy of the direction notice to each other person who appears to be interested in the shares covered by the notice, but if it fails to do so, this does not invalidate the direction notice .

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73.6 A direction notice has the effect which it states while the default resulting in the notice continues. It then ceases to apply when the directors decide (which they must do within one week of the default being cured). The Company must give the shareholder immediate written notice of the directors’ decision.
 
73.7 A direction notice also ceases to apply to any shares which are transferred by a shareholder in a transfer permitted under Article 73.3 even where a direction notice restricts transfers.
 
73.8 For the purposes of this Article a person is treated as appearing to be interested in any shares if the shareholder holding those shares has been served with a notice under Section 212 of the Companies Act 1985 and:
 
  the shareholder has named that person as being so interested; or
 
  (after taking into account the response of the shareholder to the notice and any other relevant information) the Company knows or reasonably believes that the person in question is or may be interested in the shares .
 
73.9 For the purposes of this Article a transfer of shares is an approved transfer if:
 
  it is a transfer of shares to an offeror under an acceptance of a takeover offer ; or
 
  the directors are satisfied that the transfer is made in connection with a sale in good faith of the whole of the beneficial ownership of the shares to a person unconnected with the shareholder or with any person appearing to be interested in the shares . This includes such a sale made through a recognised investment exchange or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. For this purpose any associate (as that word is defined in Section 435 of the Insolvency Act 1986) is included amongst the people who are connected with the shareholder or any person appearing to be interested in the shares .
 
73.10 Where a person who has an interest in American Depositary Shares receives a notice under this Article 73, that person is considered for the purposes of this Article 73 to have an interest in the number of shares represented by those American Depositary Shares which is specified in the notice and not in the remainder of the shares held by the ADR Depositary .
 
73.11 Where the ADR Depositary receives a notice under this Article 73, the ADR Depositary shall only be required to supply information relating to any person who has an interest in the shares held by the ADR Depositary which has been recorded by the ADR Depositary under the arrangements made with the Company (including in the Proxy Register maintained under Article 163) when it was appointed as the ADR Depositary .
 
73.12 This Article does not restrict in any way the provisions of the Companies Act which apply to failures to comply with notices under Section 212 of that Act.
 
74 Votes of shareholders who are of unsound mind
 
74.1 This Article 74 applies where a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining a shareholder or appointing a person to manage his property or affairs.

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74.2 The receiver or other person appointed by the court order to act for the shareholder can vote for the shareholder on a show of hands or on a poll at General Meetings. However, this Article only applies if the receiver or other person appointed by the court delivers to the Transfer Office (or the place stated in the notice for the delivery of the proxy form ) at least 48 hours before the relevant General Meeting (or adjourned General Meeting) such evidence as the directors may require of such person’s authority to act.
 
74.3 If the receiver or other person appointed by the court fails to deliver the appropriate evidence to the Transfer Office (or the place stated in the proxy form ) in accordance with Article 74.2, the right to vote shall not be exercisable.
 
75 The votes of joint holders
 
  Where a share is held by joint shareholder s any one joint shareholder can vote at any General Meeting (either personally or by proxy ) in respect of such share as if he were the only shareholder . If more than one of the joint shareholders votes (either personally or by proxy ), the only vote which will count is the vote of that one of them who is listed first on the Register for the share .
 

PROXIES

76 Appointment of proxies
 
76.1 Any shareholder may appoint another person, who need not be another shareholder , as his proxy to act at a General Meeting on his behalf.
 
76.2 Proxies may also be appointed to act at General Meetings in the circumstances, and in the manner, provided for in Articles 158.2, 162, 164, 165 and 168, and Articles 76 to 80 should be read subject to their terms.
 
76.3 A shareholder can appoint more than one proxy to attend on the same occasion.
 
77 Completing proxy forms
 
77.1 A proxy form :
 
  must be in writing; and
 
  can be in any form which is commonly used, or in any other form which the directors approve.
 
77.2 A proxy form given by:
 
  an individual must be signed by the shareholder appointing the proxy , or by an agent who has been properly appointed in writing; or
 
  a company must be sealed with the company’s seal or signed by an officer who is authorised to act on behalf of the company .
 
  Unless the contrary is shown, the directors are entitled to assume that where a proxy form purports to have been signed by an officer on behalf of a company that such officer was duly authorised by such company without requiring any further evidence. Signatures need not be witnessed.

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77.3 All notices convening General Meetings which are sent to shareholders entitled to vote at the General Meeting, must, at the expense of the Company , be accompanied by a proxy form . The proxy form must make provision for two-way voting on all resolutions intended to be proposed, other than resolutions which are merely procedural.
 
77.4 The accidental omission to send out a proxy form to a shareholder entitled to it (or non receipt by him of the proxy form ) will not invalidate any resolution passed or proceedings at the General Meeting to which the proxy form relates.
 
78 Delivering proxy forms
 
78.1 A proxy form must be delivered to the place stated in the notice of the General Meeting, or in the proxy form , or, if no place is stated, to the Transfer Office or, if the directors decide to accept proxies by electronic mail , in the way and to the address that they specify. It must be delivered at least:
 
  48 hours before a General Meeting, an adjourned General Meeting or a poll taken on the same day as the meeting; or
 
  24 hours before a poll is taken, if the poll is not taken on the same day as the General Meeting or adjourned General Meeting.
 
78.2 To the extent that the Companies Acts permit, directors can decide to accept proxies delivered by electronic mail , subject to any limitations, restrictions or conditions they decide to apply and Articles 77.1 and 77.2 may be disapplied in relation to a proxy form delivered in this way.
 
78.3 If a proxy form is signed by an agent , the power of attorney or other authority relied on to sign it, or a copy which has been certified by a notary, or certified in some other way specified by the directors, must (if required by the Company ) be delivered with the proxy form in accordance with the instructions for delivery of proxy forms which are set out in the notice of General Meeting or on the proxy form , unless the power of attorney or other form of authority has already been registered with the Company .
 
78.4 If this Article 78 is not complied with, the proxy will not be able to act for the person who appointed him.
 
78.5 If a proxy form which relates to several General Meetings has been properly delivered for one General Meeting or adjourned General Meeting, it does not need to be delivered again for any later General Meeting which the proxy form covers.
 
78.6 Unless the proxy form says otherwise, it will be valid at an adjourned General Meeting as well as for the original General Meeting to which it relates.
 
78.7 A shareholder can attend and vote at a General Meeting on a show of hands or on a poll even if he has appointed a proxy to attend and vote at that meeting. However, if he votes in person on a resolution, then as regards that resolution his appointment of a proxy will not be valid.
 
79 Cancellation of proxy’s authority
 
79.1 Any vote cast in the way a proxy form authorises, or any demand for a poll made by a proxy , will be valid even though:
 
  the shareholder who appointed the proxy has died or is of unsound mind;

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  the proxy form has been revoked ; or
 
  the authority of the person who signed the proxy form for the shareholder has been revoked .
 
79.2 However, this does not apply if written notice of the fact has been received at the Transfer Office (or at such other place within the United Kingdom which is specified for the deposit of proxy forms in accordance with these Articles ) before:
 
  the General Meeting or adjourned General Meeting starts; or
 
  the time fixed on a later day to take a poll ,
 
  when the vote is taken or poll demanded.
 
80 Authority of proxies
 
80.1 A proxy is entitled to speak at a General Meeting.
 
80.2 A proxy form gives the proxy the authority to demand a poll , or to join others in demanding one. A demand for a poll made by a proxy for a shareholder is treated in the same way as a demand by the shareholder himself.
 
80.3 Unless the proxy form provides otherwise, a proxy form entitles a proxy to vote on any amendment to a resolution put to the General Meeting for which it was given as the proxy thinks fit.
 
81 Representatives of companies
 
81.1 A company which is a shareholder can authorise any person to act as its representative at any General Meeting which it is entitled to attend. This person is called a company representative . The directors of that company must pass a resolution to appoint the company representative . If the governing body of that company is not a board of directors, the resolution can be passed by its governing body. A company representative can exercise all the powers on behalf of the company which the company could exercise if it were an individual shareholder present at the General Meeting in person. This includes the power to vote on a show of hands when the company representative is present in person at a General Meeting.
 
81.2 Any vote cast by a company representative , and any demand he makes for a poll , is valid even if he is, for any reason, no longer authorised to represent the company .
 
  However, this does not apply if written notice of the fact that he is no longer authorised has been received at the Transfer Office (or at such other place within the United Kingdom which is specified for the deposit of proxy forms in accordance with these Articles ) before the deadlines which apply to notice of cancellation of proxies under Article 79.
 
82 Challenging votes
 
  Any objection to the right of any person to vote or the way in which the votes have been counted must be made at the General Meeting (or adjourned General Meeting) at which the vote is cast. If a vote is not disallowed at the General Meeting, it is valid for all purposes. Any such objection must be raised with the chairman of the General Meeting and will only change the decision of the General Meeting on any resolution if the chairman of the General Meeting decides that the vote cast may have affected the decision of the General Meeting. His decision on matters referred to him under this Article is final.
 

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DIRECTORS

83 The number of directors
 
  There must be at least three directors (other than alternate directors ), but the shareholders can vary the number of directors by passing an ordinary resolution .
 
84 Qualification to be a director
 
  A director need not be a shareholder , but a director who is not a shareholder is entitled to attend and speak at shareholders’ meetings .
 
85 Directors’ fees and expenses
 
85.1 Each of the directors shall be paid a fee for his services. The directors can decide on the amount, timing and manner of payment of directors’ fees, but the total of the fees paid to all of the directors (excluding amounts paid as special pay under Article 86, amounts paid as expenses under Article 87 and any payments under Article 88) must not exceed:
 
    £1.5 million a year; or
 
    any higher sum decided on by an ordinary resolution at a General Meeting.
 
  This remuneration shall accrue from day to day.
 
85.2 Unless an ordinary resolution is passed which provides otherwise, the fees will be divided between some or all of the directors in the way that they decide. If they fail to decide, the fees will be shared equally by the directors, except that any director holding office as a director for only part of the period covered by the fee is only entitled to a pro rata share covering that broken period.
 
86 Special pay
 
86.1 The directors can award special pay if any director performs extra or special services of any kind including:
 
  holding any executive post;
 
  acting as chairman or deputy chairman (whether or not this office is executive or non-executive);
 
  travelling or staying outside his main residence for any business or purposes of the Company ; and
 
  serving on any committee of the directors.
 
86.2 Special pay can take the form of salary, commission or other benefits or expenses or more than one of such forms or can be paid in some other way. This is decided on by the directors and may be a fixed sum or percentage of profits or otherwise. Such special pay can be either in addition to or instead of any other fees, expenses and other benefits a director may be entitled to receive.
 

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87 Directors’ expenses
     
  In addition to any fees and expenses paid under Articles 85 and 86, the Company will repay to a director all expenses properly incurred in:
 
  attending and returning from shareholders’ meetings ;
 
  attending and returning from directors’ meetings;
 
  attending and returning from meetings of committees of the directors; or
 
  in or with a view to the performance of their duties.
 
88 Directors’ pensions and other benefits
 
88.1 The directors may pay or provide:
 
  pensions;
 
  annual payments;
 
  gratuities; or
 
  other allowances or benefits
 
  to any people who are, or who were, directors who had a salary or place of profit with the Company or with any company which is or has been a subsidiary of the Company or a predecessor in business of the Company or any such subsidiary . The directors can decide to extend these arrangements to any member of his family (including a spouse and a former spouse) or to any person who was or is dependent on him. The directors can also decide to contribute (before as well as after he ceases to receive a salary or occupy a place of profit) to any scheme or fund or to pay premiums to a third party for these purposes.
 
88.2 No director or former director is accountable to the Company or its shareholders for a benefit of any kind given in accordance with this Article. The receipt of a benefit of any kind given in accordance with this Article does not prevent a person from being or becoming a director.
 
89 Appointing directors to various posts
 
89.1 The directors can appoint any director as chairman, or a deputy chairman, or to any executive position on which they decide. So far as the Companies Acts allow, they can decide on how long these appointments will be for, and on their terms. Subject to the terms of any contract with the Company , they can also vary or end these appointments.
 
89.2 A director will automatically stop being chairman, deputy chairman, managing director, deputy managing director, joint managing director or assistant managing director if he is no longer a director. Other executive appointments will only stop if the contract or resolution appointing the director to a post says so. If a director’s appointment ends because of this Article, this does not prejudice any claim for breach of contract against the Company which may otherwise apply.
 
89.3 The directors can delegate to a director appointed to an executive post any of the powers which they jointly have as directors. These powers can be delegated on such terms and conditions as decided by the directors either in parallel with, or in place of, the powers of the directors acting as a board. The directors can change the basis on which these powers are given or withdraw them from the executive.
 

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CHANGING DIRECTORS

90 Age limits
     
90.1 Provisions of the Companies Acts which, together with these Articles , would restrict the appointment of a director or require him to stop being a director because he has reached a particular age do not apply to the Company . This includes restrictions and requirements involving special formalities once an age limit is reached.
 
90.2 However, if it is proposed that a director who has reached the age of 70 be elected or re- elected in a notice convening a General Meeting, the director’s age must be stated in the notice (or document accompanying such notice). However, the accidental failure to state this will not invalidate the election or re-election of the director or any other proceedings at the General Meeting.
 
91 Retiring directors
 
  At each Annual General Meeting all those directors who were elected or last re-elected at or before the Annual General Meeting held in the third calendar year before the current year shall automatically retire.
 
92 Eligibility for re-election
 
  A retiring director is eligible for re-election.
 
93 Re-electing a director who is retiring
 
93.1 At a General Meeting at which a director retires (whether at an Annual General Meeting or otherwise), he may be re-elected (as long as the director has not told the Company in writing that he does not wish to be re-elected) if the shareholders pass an ordinary resolution to re-elect him.
 
93.2 A director retiring at a General Meeting retires at the end of that meeting (or adjourned meeting). Where a retiring director is re-elected he continues as a director without a break.
 
94 Election of two or more directors
 
  A single resolution for the election of two or more directors is void unless the shareholders first approve the putting of a resolution in this form by an earlier procedural vote taken at the General Meeting, with no votes cast against.
 
95 People who can be directors
 
95.1 Only the following people can be elected as directors at a General Meeting:
 
  A director who is retiring at the General Meeting;
 
  A person who is recommended by the directors; and
 
  A person who has been proposed by a shareholder who is entitled to attend and vote at the General Meeting.
 

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95.2 A shareholder proposing a director in accordance with Article 95.1 must deliver to the Registered Office at least seven days before the General Meeting, but not more than 42 days before the meeting (this period includes the date on which the notice is given):
     
  a signed letter stating that he intends to propose another person for election as director; and
 
  written confirmation from the person to be proposed that he is willing to be elected.
 
96 The power to fill vacancies and appoint extra directors
 
96.1 The directors can appoint any person as an extra director or to fill a casual vacancy . Any director appointed in this way automatically retires at the next General Meeting after his appointment. At this General Meeting he can be elected by the shareholders as a director.
 
96.2 At a General Meeting the shareholders can also pass an ordinary resolution to fill a casual vacancy or to appoint an extra director.
 
96.3 Extra directors can only be appointed under this Article up to the limit (if any) on the total number of directors under the Articles (or any variation of the limit approved by the shareholders in accordance with the Articles ).
 
97 Removing and appointing directors by an ordinary resolution
 
97.1 The shareholders can pass an ordinary resolution to remove a director, even though his time in office has not ended. This applies despite anything else in the Articles , or in any agreement between him and the Company . Special notice of the ordinary resolution must be given to the Company as required by the Companies Acts . But if a director is removed in this way, it will not affect any claim which he may have for damages for breach of any contract of service between him and the Company .
 
97.2 Subject to Article 95, the shareholders can pass an ordinary resolution to elect a person to replace a director who has been removed in the way described in Article 97.1. If no director is appointed under this Article, the vacancy can be filled under Article 96.
 
97.3 Any person appointed under Article 97.2 will be treated, for the purpose of determining the time at which he is to retire, as if he had become a director on the day on which the director he replaced was last elected.
 
98 When directors are disqualified
 
98.1 Any director automatically ceases to be a director in any of the following circumstances if:
 
  a bankruptcy order is made against him;
 
  he makes any arrangement or composition with his creditors or applies for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act;
 
  a court which claims jurisdiction to protect people who are unable to manage their own affairs has made an order detaining him or appointing a person to manage his property or affairs;
 

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  he has missed directors’ meetings for a continuous period of six months, without permission from the directors, and the directors pass a resolution removing him from office;
 
  he is prohibited from being a director under the Companies Acts or any power conferred on the directors or shareholders under these Articles ;
 
  except where his contract of service prevents him from resigning, he:
 
    (i) delivers to the Company a written notice of resignation signed by him or on his behalf; or
 
    (ii) offers to resign and the directors pass a resolution accepting the offer;
 
  all the other directors sign a notice requiring him to resign. He will cease to be a director when the notice is served on him. Such a notice can consist of several documents in the same form signed by one or more directors.
 
98.2 When a director stops being a director for any reason, he will also automatically cease to be a member of any committee. Removal from office will be without prejudice to any claim which he or the Company might bring in relation to any contract of service between him and the Company .
   
DIRECTORS’ MEETINGS
   
99 Directors’ meetings
   
  The directors can decide when and where to have directors’ meetings and how they shall be conducted, and on the quorum . They can also adjourn their meetings.
   
100 Who can call directors’ meetings
   
  A directors’ meeting can be called by any director. The Secretary must also call a directors’ meeting if a director asks him to.
   
101 How directors’ meetings are called
   
  Directors’ meetings are called by giving notice to all the directors. This notice may be given to a director personally, by word of mouth, by notice in writing (sent to him at his last known address) or by electronic mail (sent to him at his last known electronic address or fax number). Any director can waive notice of any directors’ meeting, including one which has already taken place.
   
102 Quorum
   
102.1 If no other quorum is fixed by the directors, three directors are a quorum . A directors’ meeting at which a quorum is present can exercise all the powers, authorities and discretions of the directors whether by or under these Articles or exercisable by the directors generally.
   
102.2 A person who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum .

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102.3 A director who ceases to be a director at a directors’ meeting can continue to be present and act as a director and be counted in the quorum until the end of that meeting if no other director objects and a quorum would not otherwise be present.
 
103 The Chairman of directors’ meetings
 
103.1 The directors can elect any director as Chairman or as one or more Deputy Chairmen for such periods as the directors decide. If the Chairman is at a directors’ meeting, he will chair it. In his absence, the chair will be taken by a Deputy Chairman, if one is present. If there is no Chairman or Deputy Chairman present within five minutes of the time when the directors’ meeting is due to start, the directors who are present can choose which one of them will be the Chairman of the directors’ meeting.
 
103.2 Where there is more than one Deputy Chairman present at a meeting, and the Chairman is not there, the Deputy Chairman to take the chair will be the longest serving Deputy Chairman present.
 
104 Voting at directors’ meetings
 
  Matters for decision which arise at a directors’ meeting will be decided by a majority vote. The chairman of the meeting will not have a second, casting vote.
 
105 Directors can act even if there are vacancies
 
105.1 The remaining directors can continue to act even if one or more of them ceases to be a director. But if the number of directors falls below the minimum which applies under Article 83 (including any variation of that minimum approved by an ordinary resolution of shareholders ), the remaining director(s) can only:
 
  either appoint further directors to make up the shortfall; or
 
    call a General Meeting.
 
105.2 If no director or directors are willing or able to act under this Article, any two shareholders can call a General Meeting to appoint extra directors.
 
106 Directors’ meetings by video conference and telephone
 
106.1 Any or all of the directors, or members of a committee, can take part in a directors’ meeting of the directors or of a committee by way of a video conference or conference telephone, or similar equipment, designed to allow everybody to take part in the directors’ meeting.
 
106.2 Taking part in this way will be counted as being present at the directors’ meeting. A directors’ meeting which takes place by way of video conference, conference telephone or similar equipment will be treated as taking place where most of the participants are. If there is no largest group, directors’ meetings will be treated as taking place where the Chairman is.
 
106.3 A directors’ meeting held in the way described in Article 106.1 will be valid as long as in one single place, or in places connected by way of video conference, telephone conference, or similar equipment, a quorum is present.

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107 Resolutions in writing
 
107.1 This Article applies to a written resolution which is signed by all of the directors or members of a committee who would be entitled to vote on the resolution at a directors’ meeting or at a committee meeting. This kind of resolution is just as valid and effective as a resolution passed by those directors at a directors’ meeting which is properly called and held.
 
107.2 The resolution can be passed using several copies of a document, if each copy is signed by one or more directors. These copies can be faxed copies.
 
107.3 A written resolution signed by an alternate director does not need also to be signed by his appointor. If the written resolution is signed by a director who has appointed an alternate director , it does not need to be signed by the alternate director acting in that capacity.
 
107.4 A written resolution will be valid at the time it is signed by the last director.
 
108 The validity of directors’ actions
 
  Everything which is done by any directors’ meeting, or by a committee of the directors, or by a person acting as a director, or as a member of a committee, will, in favour of anyone dealing with the Company in good faith, be valid even though it is discovered later that any director, or person acting as a director, was not properly appointed or elected. This also applies if it is discovered later that anyone was disqualified from being a director, or had ceased to be a director, or was not entitled to vote. In any of these cases, in favour of anyone dealing with the Company in good faith, anything done will be as valid as if there was no defect or irregularity of the kind referred to in this Article.
     
DIRECTORS’ INTERESTS
 
109 Directors’ interests in transactions with the Company
     
109.1 If the Companies Acts allow, and if he has disclosed to the directors the nature and extent of his interest, a director can, notwithstanding his being a director:
     
  (a) be a party to, or otherwise interested in, any existing or proposed contract, transaction or arrangement with the Company or in which the Company is otherwise interested;
     
  (b) be a director of, or occupy an office or place of profit (other than as auditor) in, and in any such case on terms (including pay) which the directors can decide, or be employed by, or be a party to any existing or proposed contract, transaction or arrangement with, or otherwise be interested in, any company promoted by the Company or in which the Company is otherwise interested; or
     
  (c) alone (or any firm of which he is a partner, employee or member can) act in a professional capacity for the Company (other than as auditor) and be paid for this.
     
109.2 A director will not, unless he agrees otherwise, have to hand over to the Company any benefit which he derives from any of the interests described above, and no contract, transaction or arrangement of the type described above will be liable to be avoided on the grounds of any director’s interest or benefit.

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109.3 If the Company holds or owns shares in another company , the directors can exercise votes attached to such shares or if any of the directors are directors of such other company , they may vote as directors of that other company in such manner as they think fit.
 
110 When directors can vote on things in which they are interested
 
110.1 Unless the Articles say otherwise, a director cannot vote on a resolution about a contract or any other kind of proposal in which he has a material interest. For this purpose, any interest of a person who is connected with a director under Section 346 of the Companies Act 1985 will be treated as if it were an interest of the director himself. However, the director can vote if the interest is only an interest in the Company’s shares , debentures or other securities . If a director cannot vote on a resolution, the director cannot be counted in the quorum when the directors vote on that resolution.
 
110.2 However, if the Companies Acts permit, a director can (in the absence of a material interest other than one which is listed below) vote, and be counted in the quorum , on any resolution about any of the following matters, namely:
 
  giving him, or any other person, any guarantee, security or indemnity for any money which he, or that other person, has lent at the request of, or for the benefit of, the Company or any of its subsidiary undertakings ;
 
  giving him, or any other person, any security or an indemnity for any liability which he, or that other person, has incurred at the request, or for the benefit of, the Company or any of its subsidiary undertakings ;
 
  giving any guarantee, security or indemnity , to him, or any other person, for a debt or obligation which is owed by the Company , or any of its subsidiary undertakings , if the director has taken responsibility by giving a guarantee, indemnity or security for some or all of that debt or obligation;
 
  any proposal relating to an offer of any shares , debentures or other securities , of or by the Company , or any of its subsidiary undertakings , if the director takes part because he is a holder of shares , debentures or other securities , or if he takes part in the underwriting or sub-underwriting of the offer;
 
  any proposal involving any other company in which the director (together with any person connected with the director under section 346 of the Companies Act 1985 ), has any kind of interest (including holding any position in that company , or being a shareholder of that company ). But this exemption does not apply if he knows that he, and any people connected with him, hold an interest in shares (as defined for sections 198 to 211 of the Companies Act 1985 ) representing 1 per cent or more of:
 
    any class of equity share capital of such company (or any third company through which his interest is derived); or
 
    the voting rights in that company .
 
    Any such interest of 1 per cent or more is treated for the purposes of this Article as being material interest;

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  any proposal relating to an arrangement for the benefit of employees of the Company , or any of its subsidiary undertakings , which only gives him benefits which are also generally given to the employees to whom the arrangement relates;
 
  any proposal relating to any insurance which the Company proposes to buy or renew for the benefit of directors, or of a group of people which includes directors; or
 
  any proposal relating to: (i) the granting of an indemnity to directors; or (ii) the funding of reasonable expenditure by one or more directors in defending civil or criminal proceedings, or in connection with any application under the provisions of the Companies Act 1985 referred to in Section 337A(2) of that Act; or (iii) the doing of anything to enable such a director or directors to avoid incurring such expenditure, by the Company or any of its subsidiary undertakings .
 
110.3 A director cannot vote or be counted in the quorum on a resolution relating to appointing that director to a position within the Company or any company in which the Company has an interest or the terms and termination of the appointment.
 
110.4 This Article applies if the directors are considering proposals about appointing two or more directors to positions with the Company or any company in which the Company has an interest. It also applies if the directors are considering the terms or termination of such appointments. These proposals can be split up to deal with each director separately. If this is done, each director can vote and be included in the quorum for each resolution, except the one concerning him. But he cannot vote if the resolution relates to appointing him to a company in which the Company is interested in if he has an interest of 1 per cent or more in that company of the nature described in Article 110.2.
 
110.5 If any question comes up at a directors’ meeting about whether a director has a material interest, or whether he can vote or be counted in the quorum , and the director does not agree to abstain from voting on the issue or not be counted in the quorum , the question must be referred to the chairman of the directors’ meeting (unless the Chairman is the director in question, in which case the other directors will choose another amongst them to act as chairman in dealing with this question). The Chairman’s ruling about any other director is final and conclusive, unless the nature and extent of the director’s interest has not been fairly disclosed to the other directors.
 
111 More about directors’ interests
 
  For the purpose of Articles 109 and 110 and this Article, a director who is in any way interested shall state the nature of his interest at a directors’ meeting in accordance with the Companies Acts , and:
 
  a general notice given to the directors that a director has an interest of the kind stated in the notice in any contract, transaction or arrangement which involves any company or person identified in the notice is treated as a standing disclosure that the director has that interest;
 
  an interest of a person who is connected with the director under section 346 of the Companies Act 1985 will be treated as an interest of the director;

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  interests (whether his or of any person connected with the director under section 346 of the Companies Act 1985 ) which are unknown to the director and which it is unreasonable to expect him to know about are ignored.

DIRECTORS’ COMMITTEES

112 Delegating powers to committees
 
  The directors can delegate any of their powers, or discretions, to committees of one or more directors. This includes powers or discretions relating to directors’ pay or giving benefits to directors . If the directors have delegated any power or discretion to a committee, any references in these Articles to using that power or discretion include its use by the committee. Any committee must comply with any regulations laid down by the directors. These regulations can require or allow people who are not directors to be co- opted onto the committee, and can give voting rights to co-opted members. But:
 
  there must be more directors on a committee than co-opted members; and
 
  a resolution of the committee is only effective if a majority of the members of the committee present at the time of the resolution were directors.
 
113 Committee procedure
 
  If a committee includes two or more people, the Articles which regulate directors’ meetings and their procedure will also apply to committee meetings (if possible), unless these are inconsistent with any regulations for the committee which have been laid down under Article 112.
 

DIRECTORS’ POWERS

114 The directors’ management powers
 
114.1 The Company’s business will be managed by the directors. They can use all the Company’s powers except where the Articles , or the Companies Acts , provide that powers can only be used by the shareholders voting to do so at a General Meeting. The general management powers under this Article are not limited in any way by specific powers given to the directors by other Articles.
 
114.2 The directors are, however, subject to :
 
  the provisions of the Companies Acts ;
 
  the requirements of the Memorandum or these Articles ; and
 
  any other requirements (whether or not consistent with these Articles ) which are approved by the shareholders by passing a special resolution at a General Meeting.
 
  However, if any change is made to the Memorandum or these Articles or if the shareholders approve a requirement relating to something which the directors have already done which was within their powers, this will not invalidate any prior act of the directors which would otherwise have been valid.
 

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115 The power to establish local boards
 
115.1 The directors can set up local committees, local boards or local agencies to manage any of the Company’s business. These can be either in or outside the United Kingdom . The directors can appoint, remove and re-appoint anybody (who need not be a director) to be:
 
  members of any local committee, board or agency; or
 
  managers or agents of the Company .
 
115.2 The directors can:
 
  decide on the pay and other benefits of people appointed under this Article;
 
  delegate any of their authority, powers or discretions to:
 
    (i) any local board or committee; or
 
    (iii) any manager, or agent of the Company ;
 
  allow local committees or boards, managers or agents to delegate to another person;
 
  allow the members of local committees, boards or agencies to fill any vacancies on them;
 
  allow the members of local committees, boards or agencies to continue to act even though there are vacancies on them;
 
  remove any people they have appointed under this Article; and
 
  cancel or change an appointment or delegation made under this Article, although this will not affect anybody who acts in good faith who has not had any notice of any cancellation or variation.
 
  Any appointment or delegation by the directors which is referred to in this Article can be on any terms and conditions decided on by the directors.
 
115.3 A person who is employed by, or occupies an office with, the Company may be given a title which includes the words “Associate Director”. This will not imply that such person is a director of the Company or that he is entitled to act as a director or be deemed to be a director for the purposes of these Articles .
 
116 The power to appoint attorneys
 
116.1 The directors can appoint anyone (including the members of a group which changes over time) as the Company’s attorney or attorneys by granting a power of attorney or by authorising him or them in some other way. The attorney or attorneys can either be appointed directly by the directors, or the directors can give someone else the power to select attorneys . The directors can decide on the purposes, powers, authorities and discretions of attorneys .
 
116.2 The directors can decide for how long a power of attorney will last and they can apply any terms and conditions to it. The power of attorney can also include any provisions which the directors decide on for the protection and convenience of anybody dealing with the attorney . The power of attorney can also allow the attorney to sub-delegate any or all of his power, authority or discretion to any other person.
 

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117 Borrowing powers
 
  So far as the Companies Acts allow, the directors can exercise all the powers of the Company to:
 
  borrow money;
 
  issue (subject to the provisions of the Companies Acts regarding authority to allot debentures convertible into shares ) debentures and other securities ; and
 
  give any form of:
 
    guarantee; and
 
    security, either outright or as collateral and over all or any of the Company’s undertaking, property and uncalled capital,
 
    for any debt, liability or obligation of the Company or of any third party.
 
118 Borrowing restrictions
 
118.1 The directors must:
 
  limit the Borrowings of the Company and
 
  exercise all voting and other rights or powers of control exercisable by the Company in relation to its subsidiary undertakings
 
  to ensure that the total amount of all Borrowings by the Group outstanding at any time will not exceed 1.5 times the Adjusted Total of Capital and Reserves at such time.
 
  This limitation on Borrowings will only affect subsidiary undertakings to the extent that the directors can restrict the borrowings of the subsidiary undertakings by exercising the rights or powers of control which the Company has over its subsidiary undertakings . The Company may consent in advance to exceeding the borrowing limit by passing an ordinary resolution at a General Meeting.
 
118.2 In this Article:
 
  Group means the Company and its subsidiary undertakings for the time being;
 
  Adjusted Total of Capital and Reserves means the aggregate of the share capital and reserves as shown in the latest audited consolidated balance sheet of the Group (including the amount paid up or credited as paid up on the issued share capital of the Company , the share premium account , capital redemption reserve , profit and loss account and other reserves included within the Group’s equity shareholders’ funds) (the “ Reserves ”) but:
 
  adjusted as appropriate in respect of any variation to the paid up share capital or reserves since the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of the Group prepared in accordance with the accounting bases and principles applied in the preparation of its latest audited consolidated balance sheet;
 

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  adding any amount which has been deducted at any time from the Reserves of the Group for goodwill arising on consolidation either by direct charge to Reserves or by charge to the Group’s consolidated profit and loss account; and
     
  making such other adjustments (if any) as the auditors of the Company consider appropriate.
     
  Borrowings means the aggregate amount of all liabilities and obligations of the Group which in accordance with the accounting bases and principles of the Group are treated as borrowings in the latest audited consolidated balance sheet of the Group but:
     
  adjusted as appropriate in respect of any variation to borrowings since the date of the latest audited consolidated balance sheet as recorded within the monthly management accounting records of the Group prepared in accordance with the accounting bases and principles applied in its latest audited consolidated balance sheet;
     
  excluding any borrowings under finance or structured tax lease arrangements to the extent matched as part of those arrangements by deposits of cash or cash equivalent investments which are treated by the creditor concerned as available to reduce its net exposure; and
     
  making such other adjustments (if any) as the auditors of the Company consider appropriate.
   
118.3 The determination of the Company’s auditors as to the amount of the Adjusted Total of Capital and Reserves and the total amount of Borrowings at any time shall be conclusive and binding on all concerned and for the purposes of their computation the Company’s auditors may at their discretion make such further or other adjustments (if any) or determinations as they think fit. Nevertheless the directors may act in reliance on a bona fide estimate of the amount of the Adjusted Total of Capital and Reserves and the total amount of Borrowings at any time and if in consequence the borrowing limit is inadvertently exceeded an amount of borrowings equal to the excess may be disregarded until the expiration of three months after the date on which by reason of a determination of the Company’s auditors or otherwise the directors became aware that such a situation has or may have arisen.
 
118.4 No lender or other person dealing with the Group need be concerned whether the borrowing limit is observed. No debt incurred or security given in breach of the borrowing limit will be invalid or ineffective unless the lender or the recipient of the security had express notice at the time when the debt was incurred or security given, that the limit had been or would as a result be breached.
 

ALTERNATE DIRECTORS

119 Alternate directors
 
119.1 Any director may appoint any person (including another director) to act in his place (such person is called an alternate director ). Such appointment requires the approval of the directors, unless the proposed alternate director is another director. A director appoints an alternate director by delivering a signed appointment (or in any other manner which has been approved by the directors) to the Registered Office . An alternate director need not be a shareholder .

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119.2 The appointment of an alternate director ends if the director appointing him ceases to be a director, unless that director retires at a General Meeting at which he is re-elected under Article 93.1. A director can also remove his alternate by delivering a signed notice (or doing something else which has been approved by the directors) delivered to the Registered Office . An alternate director can also be removed as an alternate by a resolution of the directors.
 
119.3 An alternate director is entitled to receive notices of directors’ meetings once he has given the Company an address, electronic address or fax number to which notices may be served on him. He is entitled to attend and vote as a director at any such meeting at which the director appointing him is not personally present and generally at such meeting to perform all functions of the director appointing him as a director. If he is himself a director or attends any such meeting as an alternate for more than one director, he will have one vote for each director for whom he acts as an alternate, in addition to his own vote as a director. However, he may not be counted more than once for the purposes of the quorum . If his appointor is temporarily unable to act through ill health or disability his signature to any resolution in writing of the directors is as effective as the signature of his appointor.
 
119.4 If the directors decide to allow this, Article 119.3 also applies in a similar fashion to any meeting of a committee of which his appointor is a member.
 
119.5 An alternate director shall be an officer of the Company and shall alone be responsible to the Company for his own actions and mistakes. Except as said in this Article 119, an alternate director :
 
  does not have power to act as a director;
 
    is not considered to be a director for the purposes of the Articles ;
 
  is not considered to be the agent of his appointor; and
 
  cannot appoint an alternate director .
 
119.6   Subject to the Companies Acts , an alternate director is entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent as if he were a director. However, he is not entitled to receive from the Company as alternate director any pay , except only such part (if any) of the pay otherwise payable to his appointor as such appointor may direct the Company in writing to pay to his alternate.
 

THE SECRETARY

120 The Secretary and Deputy and Assistant Secretaries
 
120.1 The Secretary is appointed by the directors. The directors decide on the terms and period of his appointment so long as allowed to do so by the Companies Acts . The directors can also remove the Secretary , but this does not affect any claim for damages against the Company for breach of any contract between him and the Company .
 
120.2 The directors can also appoint one or more people to be deputy or assistant secretary. Anything which the Companies Acts allow to be done by or to the Secretary can, if there is no Secretary , or he is for any reason not capable of doing what is required of him, also be done by or to any deputy or assistant secretary. If there is no deputy or assistant secretary capable of acting, the directors can appoint any officer to do what would be required of the deputy or assistant secretary.

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120.3 Anything which the Companies Acts allow to be done by or to a director and the Secretary , cannot be done by or to one person acting as both a director and a Secretary .

THE SEAL

121 The Seal
 
121.1 The directors are responsible for arranging for the Common Seal and any Securities Seal to be kept safely. The Common Seal and any Securities Seal can only be used with the authority of the directors or of a committee authorised by the directors to use it. The Securities Seal can be used only for sealing securities issued by the Company in certificated form and sealing documents creating or evidencing securities issued by the Company .
 
121.2 Subject to the provisions of these Articles which relate to share certificates, every document which is sealed using the Common Seal must be signed personally by:
 
  one director and the Secretary ; or
 
  two directors; or
 
  any other persons who are authorised to do so by the directors.
 
121.3 Where a signature is required to witness the Common Seal , the directors may decide that the individual need not sign the document personally but that his signature may be printed on it mechanically, electronically or in any other way the directors approve.
 
121.4 Securities and documents which have the Securities Seal stamped on them do not need to be signed unless the directors or the Companies Acts require this.
 
121.5 The directors can use all the powers given by the Companies Acts relating to official seals for use abroad.
 
121.6 Certificates for debentures or other securities of the Company may be printed in any way and may be sealed and/or signed for in any manner allowed by these Articles .
 
121.7 As long as it is allowed by the Companies Acts , any document signed by one director and the Secretary or by two directors and expressed to be entered into by the Company shall have the same effect as if it had been made effective by using the Common Seal . However no document which states that it is intended to have effect as a deed shall be signed in this way without the authority of the directors or of a committee authorised by the directors to give such authority.

AUTHENTICATING DOCUMENTS

122 Establishing that documents are genuine
 
122.1 Any director, or the Secretary , has power to identify as genuine any of the following and to certify copies or extracts from them as true copies or extracts:
 
    any documents relating to the Company’s constitution;
 

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  any resolutions passed by the shareholders or any class of shareholders , or by the directors or by a committee of the directors; and
     
  any books, documents, records or accounts which relate to the Company’s business.
     
  The directors can also delegate this power to other people.
     
122.2 When any books, documents, records or accounts are not kept at the Registered Office , the officer of the Company who has custody of them is treated as a person who has been authorised by the directors to identify them as genuine and to provide certified copies or extracts from them.
 
122.3 A document which appears to be a copy of a resolution or an extract from the minutes of any meeting, and which is certified as a copy or extract as described in Article 122.1 or 122.2 is conclusive evidence for anyone who deals with the Company on the strength of the document that:
 
    the resolution has been properly passed; or
 
  the extract is a true and accurate record of the proceedings of a valid meeting.

RESERVES

123 Setting up reserves
   
  The directors can, before recommending any dividend, set aside any profits of the Company and hold them in a reserve . The directors can decide to use these sums for any purpose for which the profits of the Company can lawfully be used. Sums held in a reserve can either be employed in the business of the Company or be invested. The directors can divide the reserve into separate funds for particular purposes and alter the funds into which the reserve is divided. The directors can also carry forward any profits without holding them in a reserve .
   
DIVIDENDS
   
124 No dividends are payable except out of profits
 
124.1 No dividend can be paid otherwise than out of profits available for distribution under the Companies Acts .
 
124.2 The profits of the Company which are determined to be distributed will be used in the payment of dividends to shareholders in accordance with their respective rights and priorities.
 
125 Final dividends
 
  The directors may recommend the amount of any final dividend. The shareholders can then declare dividends by passing an ordinary resolution , but the amount declared cannot exceed the amount recommended by the directors.
 

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126 Fixed and interim dividends
 
126.1 If the directors consider that the profits of the Company justify such payments, they can pay:
 
  fixed dividends on any class of shares carrying a fixed dividend on the dates fixed for the payment of those dividends; and
 
  interim dividends on shares of any class of any amounts and on any dates and for any period which they decide.
 
126.2 If the directors act in good faith, they are not liable to any shareholders for any loss they may suffer because a lawful dividend has been paid under this Article on other shares which rank equally with or behind their shares .
 
127 Dividends not in cash
 
  If the directors recommend this, shareholder s can pass an ordinary resolution to direct all or part of a dividend to be paid by distributing specific assets (and in particular paid-up shares or debentures of any other company ) rather than cash. The directors must give effect to that resolution. Where any difficulty arises on the distribution and valuation of the assets , the directors can settle it as they decide. In particular, they can:
 
  issue fractional certificates;
 
  value assets for distribution purposes;
 
  pay cash of a similar value to adjust the rights of persons entitled to the dividend; and/or
 
  transfer any assets to trustees for persons entitled to the dividend.
 
128 Calculation and currency of dividends
 
128.1 All dividends will be divided and paid in proportions based on the amounts which have been paid-up on the shares during any period for which the dividend is paid. Sums which have been paid-up in advance of calls do not count in calculating the amount of a dividend to be paid on a share . If the terms on which any share is issued provide that such share will be entitled to a dividend as if it were a fully paid-up , or partly paid-up , share from a particular date (in the past or the future), it will be entitled to a dividend on this basis. This Article applies unless the rights attached to any shares , or the terms of any shares , provide otherwise.
 
128.2 Unless the rights attached to any shares , or the terms of any shares , or the Articles provide otherwise, a dividend, or any other money payable in respect of any share , can be paid to a shareholder in whatever currency the directors decide, using an appropriate exchange rate selected by the directors for any currency conversions which are required.
 
129 Deducting amounts owing from dividends and other money
 
  If a shareholder owes any money for calls on shares , or money relating in any other way to shares , the directors can deduct any of this money (as long as it is immediately payable) from:
 
  any dividend on any shares held by the shareholder ; or
 

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  any other money payable by the Company in connection with the shares .
 
  Money deducted in this way can be used to pay amounts owed to the Company in connection with the shares .
 
130 Payments to shareholders
 
130.1 Any dividend or other money payable in cash (whether in sterling or foreign currency) relating to a share can be paid:
 
  by cheque or warrant or any other similar financial instrument made payable to the shareholder who is entitled to it and sent direct to his registered address or, in the case of joint shareholders , to the shareholder who is first named in the Register and sent direct to his registered address, or to someone else named in a written instruction from the shareholder (or from all joint shareholders );
 
  in the case of shares in uncertificated form , by the use of a relevant system ;
 
  by inter-bank transfer or other electronic means to an account named in a written instruction from the person receiving the payment; and/or
 
  in some other way agreed between the shareholder (or all joint shareholders ) and the Company .
 
130.2 For joint shareholders , the Company can rely on a receipt for a dividend or other money paid on shares from any one of them.
 
130.3 Cheques and warrants are sent, and payment in any other way is made, at the risk of the people who are entitled to the money. The Company is treated as having paid a dividend if such a cheque or warrant is cleared or if a payment using a relevant system or bank transfer or other electronic means is made in accordance with instructions given by the Company . The Company will not be responsible for a payment which is lost or delayed.
 
130.4 The Company will not pay interest on any dividend or other money due to a shareholder in respect of his shares , unless the rights of the shares provide otherwise.
 
131 Record dates for payments and other matters
 
  Any dividend or distribution on shares of any class can be paid to the holder or holders of the shares shown on the Register , at the close of business on whatever day may be provided in the resolution declaring the dividend or providing for the distribution. The dividend or distribution will be based on the number of shares registered on that day. This Article applies whether what is being done is the result of a resolution of the directors or a resolution passed at a General Meeting. The date can be before any relevant resolution was passed. This Article does not affect the rights to the dividend or distribution as between past and present shareholders .
 
132 Dividends which are not claimed
 
132.1 If a dividend has not been claimed for one year after the passing of either the resolution passed at a General Meeting declaring that dividend or the resolution of the directors providing for payment of that dividend, the directors may invest the dividend or use it in some other way for the benefit of the Company until the dividend is claimed. If the directors pay unclaimed dividends into a separate account, the Company will not be a trustee of the money and will not be liable to pay any interest on it. If a dividend has not been claimed for 12 years after either the passing of the relevant resolution either declaring that dividend or providing for payment of that dividend, it will be forfeited and belong to the Company again.
 

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132.2 The Company can stop paying dividends by cheque, warrant or other payment order if cheques, warrants or other payment orders for two dividends in a row are sent back or not cashed. The Company must start paying dividends in this way again if the shareholder or a person automatically entitled to the shares by law :
 
  claims those dividends in writing (before they are forfeited under Article 132.1); and
 
  does not tell the Company to start paying future dividends in some other way.
 
133 Waiver of dividends
 
  Where a shareholder wants to waive his entitlement to all or any part of a dividend, he may do so by delivering a letter to that effect, signed by him, to the Company . If appropriate, the letter may be signed by whoever has become automatically entitled to the shares by law . For the waiver to be effective, the Company must accept the letter and act on it. The Company may, however, decline to act on the letter and continue to pay dividends to the shareholder accordingly.

CAPITALISING RESERVES

134 Capitalising reserves
 
134.1 Subject to any special rights attaching to any class of shares , the shareholder s can pass an ordinary resolution to allow the directors to change into capital any sum which:
 
  is part of any of the Company’s reserves (including premiums received when any shares were issued, capital redemption reserves or other undistributable reserves ); or
 
  the Company is holding as undistributed profits.
 
134.2 Unless the ordinary resolution states otherwise the directors will use the sum which is changed into capital for the Ordinary Shareholders on the Register at the close of business on the day the resolution is passed (or another date stated in the resolution or fixed as stated in the resolution). The sum set aside must be used to pay up in full shares of the Company and to allot such shares and distribute them to holders of Ordinary Shares as bonus shares in proportion to their holdings of Ordinary Shares at the time. The shares can be Ordinary Shares or, if the rights of other existing shares allow this, shares of some other class.
 
134.3 If any difficulty arises in operating this Article, the directors can resolve it in any way which they decide. For example they can deal with entitlements to fractions of a share . They can decide that the benefit of fractions of a share belongs to the Company or that fractions of a share are ignored or deal with fractions of a share in some other way.
 
134.4 The directors can appoint any person to sign any contract with the Company on behalf of those who are entitled to shares under the resolution. Such a contract is binding on all concerned.
 

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SCRIP DIVIDENDS

135 Ordinary Shareholders can be offered the right to receive extra shares instead of cash dividends
     
135.1 The directors can offer Ordinary Shareholders the right to choose to receive extra Ordinary Shares , which are credited as fully paid-up , instead of some or all of their cash dividend. Before they can do this, the shareholders must have passed an ordinary resolution authorising the directors to make this offer.
 
135.2 The ordinary resolution can apply to a particular dividend or dividends (whether declared or not). Alternatively, it can apply to some or all of the dividends which may be declared or paid in a specified period. The specified period must end no later than five years after the ordinary resolution is passed.
 
135.3 The directors can offer Ordinary Shareholders or persons automatically entitled by operation of law the right to request new Ordinary Shares instead of cash for:
 
  the next dividend; or
 
  all future dividends (if shares are made available as an alternative to a cash dividend), until they tell the Company that they no longer wish to receive new Ordinary Shares .
 
  The directors can also allow Ordinary Shareholders to choose between these alternatives.
 
135.4 An Ordinary Shareholder opting for new shares is entitled to Ordinary Shares whose total relevant value is as near as possible to the cash dividend (disregarding any tax credit) he would have received, but no greater than such cash dividend.
 
135.5 The relevant value of an Ordinary Share is a value calculated in the manner set out in the ordinary resolution or, if the ordinary resolution does not set out how the relevant value of an Ordinary Share is to be calculated, then the relevant value of an Ordinary Share is the average value of the Ordinary Shares for the five dealing days starting from, and including, the day when the shares are first quoted “ ex dividend ”. This average value is worked out from the average middle market quotations for the Ordinary Shares on the London Stock Exchange , as published in its Daily Official List. A certificate or report from the Company’s auditors as to the amount of the relevant value will be conclusive evidence of that amount.
 
135.6 After the directors have decided to apply this Article to a dividend, they must notify eligible Ordinary Shareholders in writing (or where the Companies Acts permit, by electronic mail ) of their right to choose new Ordinary Shares . This notice should also set out the procedure by which the Ordinary Shareholders must notify the Company if they wish to receive new Ordinary Shares . Where Ordinary Shareholders have already chosen to receive new Ordinary Shares in place of all cash future dividends, if new Ordinary Shares are available, the Company will not notify them of a right to receive new Ordinary Shares . Instead, the Company will remind them that they have already chosen to receive new Ordinary Shares and explain to them how to tell the Company if they wish to start receiving cash dividends again.
 
135.7 The directors can set a minimum number of Ordinary Shares in respect of which the right to choose new Ordinary Shares can be exercised . No Ordinary Shareholder or person who is automatically entitled to an Ordinary Share by law will receive a fraction of a share . The directors can decide how to deal with any fractions left over and the Company can, if the directors decide, receive the benefit of any or all of these.
 

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135.8 The directors can exclude or restrict the right to choose new Ordinary Shares , or make any other arrangements where they decide that:
 
  this is necessary or convenient to deal with any legal or practical problems in relation to holders of Ordinary Shares with registered addresses in any particular territory under the laws of any territory, or requirements of any recognised regulatory body or stock exchange in any territory; or
 
  special formalities would otherwise apply in connection with the offer of new Ordinary Shares (including Ordinary Shares being represented by American Depositary Shares ); or
 
  it would be impractical or unduly onerous to give the right to any Ordinary Shareholder or that for some other reason the offer should not be made to them.
 
135.9 If an Ordinary Shareholder chooses to receive new Ordinary Shares , no dividend on the Ordinary Shares for which he has chosen to receive new Ordinary Shares (which are called the elected shares ), will be declared or payable. Instead, new Ordinary Shares will be allotted on the basis set out earlier in this Article. To do this the directors will convert into capital a sum equal to the total nominal value of the new Ordinary Shares to be allotted . They will use this sum to pay up in full the appropriate number of new Ordinary Shares . These will then be allotted and distributed to the holders of the elected shares as set out above. The sum to be converted into capital can be taken from any amount which is then in any reserve or fund (including the share premium account , any capital redemption reserve and the profit and loss account). Article 134 applies to this process, so far as it is consistent with this Article 135.
 
135.10 The new Ordinary Shares rank equally in all respects with the existing fully paid-up Ordinary Shares at the time the new Ordinary Shares are allotted . The new Ordinary Shares are not entitled to share in the dividend from which they arose or any other dividend or distribution or other entitlement which has been declared , made or paid or is payable by reference to such record date or earlier record date.
 
135.11 Unless the directors decide otherwise or the CREST Regulations or the rules of a relevant system require otherwise, any new Ordinary Shares which an Ordinary Shareholder has chosen to receive instead of some or all of his cash dividend will be:
 
  shares in uncertificated form if the corresponding elected shares were uncertificated shares on the record date for that dividend; and
 
  shares in certificated form if the corresponding elected shares were shares in certificated form on the record date for that dividend.
 
135.12 The directors can decide that new Ordinary Shares will not be available in place of any cash dividend. They can decide this at any time before new Ordinary Shares are allotted in place of such dividend, whether before or after Ordinary Shareholders have chosen to receive new Ordinary Shares .
 
135.13 The directors have the power to do all acts and things they consider necessary to give effect to this Article.
 

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ACCOUNTS

136 Accounting and other records
     
136.1 The directors must make sure that proper accounting records that comply with the Companies Acts are kept. These records must explain the Company’s transactions and show its financial position at any time with reasonable accuracy.
 
136.2 The directors must, in accordance with the Companies Acts , ensure that the profit and loss accounts, balance sheets, group accounts (if any) and reports specified in the Companies Acts are prepared and laid before the Company at a General Meeting.
 
136.3 The auditors’ report must be laid before the Company in General Meeting and must be open for inspection as required by the Companies Acts .
 
137 Location and inspection of records
 
137.1 The accounting records must be kept:
 
  at the Registered Office ; or
 
  at any other place which the Companies Acts allow and the directors decide on.
 
137.2 The Company’s officers always have the right to inspect the accounting records.
 
137.3 No shareholder (other than a shareholder who is also an officer) has any right to inspect any books or papers of the Company unless:
 
  the Companies Acts or a proper court order give him that right; or
 
  the directors authorise him to do so; or
 
  he is authorised by an ordinary resolution to do so.
 
138 Sending copies of accounts and other documents
 
138.1 This Article applies to every directors’ and auditors’ report and balance sheet and profit and loss account to be laid before the shareholders at a General Meeting with any other document which the Companies Acts requires to be attached to these.
 
138.2 Copies of the documents set out in Article 138.1 must be delivered or sent by post to the shareholders and debenture holders at their registered addresses and to all other people to whom the Articles , or the Companies Acts or the requirements of the UK Listing Authority or the London Stock Exchange (or of any other stock exchange on which all or any of the shares of the Company have been admitted for listing) require the Company to send them. This must be done at least 21 days before the relevant General Meeting. However, the Company need not send these documents to shareholders who are sent summary financial statements in accordance with the Companies Acts .
 
138.3 Shareholders or debenture holders who are not sent copies of the above documents in Article 138.2 can receive a copy free of charge by applying to the Company at the Registered Office .
 
138.4 If permitted by the Companies Acts and agreed to by the shareholder , the documents set out in this Article may be delivered by electronic mail .
 

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AUDITORS

139 Acts of auditors
   
  The directors must appoint auditors for the Company . The duties of the auditors will be regulated in accordance with the Companies Acts . So far as the Companies Acts allow, the actions of a person acting as an auditor are valid in favour of anyone dealing with the Company in good faith, even if there was some defect in the person’s appointment or qualification to act as an auditor.
 
140 Auditors at General Meetings
 
  The Company’s auditor can attend any General Meeting. He can speak at General Meetings on any business which is relevant to him as auditor.
 

NOTICES

141 Serving and delivering notices and other documents
     
141.1 The Company can serve or deliver any offer, notice or other document, including a share certificate, on or to a shareholder :
 
  personally;
 
  by posting it in a letter (with postage paid) to the shareholder’s registered address or by causing it to be left at that address in some other way; or
 
  so far as the Companies Acts allow (and except in relation to share certificates), by electronic mail to an electronic address or fax number in the United Kingdom notified by the shareholder in writing. This includes notifying the shareholder by electronic mail that the offer, notice or other document has been published and is available at a specified web site address with details of how it may be accessed.
 
141.2 If the Company cannot effectively call a General Meeting by sending notices through the post, because the post is suspended or restricted in the United Kingdom , the directors can call the General Meeting by publishing a notice in at least one United Kingdom national newspaper. Notice published in this way will be treated as being properly served on shareholders who are entitled to receive it at noon on the day when the advertisement first appears. If it becomes possible to use the post again more than seven days before the General Meeting, the Company must send confirmation of the notice by post.
 
141.3 Any notice given by the Company to its shareholders (except for a notice convening a shareholders’ meeting ) can (if it is not possible to send a notice by post) be sufficiently given by placing an advertisement of the notice once in at least one national newspaper.
 
141.4 However, Articles 141 to 146 do not affect any provision of the Companies Acts requiring offers, notices or documents to be served in a particular way.
 
142 Notices to joint holders
 
  When a notice or document is to be given to joint shareholders it must be given to the joint shareholder who is listed first on the Register for the share or shares , but ignoring any joint shareholder without a United Kingdom address under Article 143. A notice given in this way is treated as given to all of the joint holders.
 

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143 Notices for shareholders with foreign addresses
     
  This Article applies to a shareholder whose address on the Register is outside the United Kingdom . He can give the Company a United Kingdom address where notices or documents can be served on him. If he does, he is entitled to have notices or documents served on him at that address. Otherwise, he is not entitled to receive any notices from the Company .
 
144 When notices are served
 
144.1 If a notice or document is delivered or served by hand, it is treated as being delivered or served at the time it is handed to the shareholder or left at his registered address.
 
144.2 If a notice or document is sent through the post, it is treated as being served or delivered at the expiration of 24 hours after it was posted in the United Kingdom .
 
144.3 It can be proved conclusively that a notice or other document was served by post by showing that the envelope containing the notice or document was:
 
  properly addressed and
 
  put into the post and sent with postage prepaid.
 
144.4 To the extent permitted by the Companies Acts and these Articles a notice or document sent by electronic mail is treated as being served or delivered at the expiration of two hours from the time on the day it was sent. It can be proved, subject to the Companies Acts , that a notice or other document was served or delivered by the Company by electronic mail by showing that it was sent in accordance with the formal recommendations of best practice contained in the guidance issued by the Institute of Chartered Secretaries and Administrators.
 
144.5 If a notice is given by advertisement, it is treated as being served or delivered on the day on which the advertisement appears.
 
145 Serving notices and documents on shareholders who have died or are bankrupt
 
  This Article applies where a shareholder has died, or become bankrupt or has become of unsound mind, but is still registered as a shareholder . It applies whether he is registered as a sole or joint shareholder . If any notice, or other document, is served on the shareholder named on the Register , or sent to him in accordance with the Articles , this will be valid despite his death or bankruptcy or becoming of unsound mind. This applies even if the Company knew about these things. If notices or documents are served or sent in accordance with this Article, there is no need to send them to, or serve them in any other way on any other people who may be involved.
 
146 If documents are accidentally not sent
 
  If any notice, or other document relating to any meeting or other proceeding, is accidentally not sent, or is not received, the meeting or other proceeding will not be invalid as a result.
 

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MINUTES AND RECORDS

147 Minutes
 
147.1 The directors must ensure that minutes are entered in books kept for the purpose of:
 
  all appointments of officers made by the directors;
 
  the names of the directors present at each directors’ meeting and of any committee of the directors;
 
  all resolutions and proceedings at all General Meetings of the Company , the holders of any class of shares in the Company , the directors and any committees of the directors;
 
  and every director present at any directors’ meeting or committee meeting must sign his name in a book to be kept for that purpose.
 
147.2 If any such minute purports to be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting this shall be conclusive evidence of the proceedings.
 
148 Availability of records for inspection and notifying the Registrar of Companies
 
148.1 The Company must keep and make available for inspection as required by the Companies Acts :
 
  a register of the directors and Secretary which must include all information required by the Companies Acts (and from time to time the Company must notify the registrar of companies of changes to the register and the date of the change in the manner required by the Acts);
 
  copies and memoranda of directors’ service contracts with the Company and any of its subsidiaries ;
 
  a register of directors’ interests in shares or debentures of the Company or any other body corporate, being the Company’s subsidiary or holding company or a subsidiary of the Company’s holding company . This register must be produced and remain open at each Annual General Meeting; and
 
  a register for recording information relating to interests in the share capital of the Company .
 
148.2 The directors must ensure that a register is kept in accordance with the Companies Acts of all charges specifically affecting property of the Company and of all floating charges relating to assets or property of the Company , and the directors must comply with the Companies Acts in relation to registration of charges .

WINDING UP

149 Directors’ power to petition
 
  The directors can present a petition to the Court in the name and on behalf of the Company for the Company to be wound up .

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150 Distribution of assets in kind
 
  If the Company is wound up (whether the liquidation is voluntary, under supervision of the Court, or by the Court) the liquidator can, with the authority of an extraordinary resolution passed by the shareholders and any other sanction required by the Companies Acts , divide among the shareholders the whole or any part of the assets of the Company . This applies whether the assets consist of property of one kind or different kinds. For this purpose, the liquidator can place whatever value he considers fair upon any property and decide how the division is carried out as between shareholders or different classes of shareholders . The liquidator can also, with the authority of an extraordinary resolution passed by the shareholders and any other sanction required by the Companies Acts , transfer any part of the assets to trustees upon any trusts for the benefit of shareholders which the liquidator decides. However no past or present shareholder can be compelled to accept any shares or other securities under this Article which carry a liability .

DESTROYING DOCUMENTS

151 Destroying documents
 
151.1 The Company can destroy all:
 
  forms of transfer of shares , and documents sent to support a transfer, and any other documents which were the basis for making an entry on the Register , after six years from the date of registration;
 
  dividend payment instructions and notifications of a change of address or name, after two years from the date these were registered; and
 
  cancelled share certificates, one year after the date they were cancelled.
 
151.2 A document destroyed in accordance with Article 151.1 is conclusively treated as having been a valid and effective document in accordance with the Company’s records relating to the document. Any action of the Company in dealing with the document in accordance with its terms before it was destroyed is conclusively treated as properly taken.
 
151.3 Articles 151.1 and 151.2 only apply to documents which are destroyed in good faith and if the Company has not been informed that keeping the documents is relevant to any claim.
 
151.4 For documents relating to shares in uncertificated form , the Company must also comply with any rules (as defined in the CREST Regulations ) which limit its ability to destroy these documents.
 
151.5 This Article does not make the Company liable if it:
 
  destroys a document earlier than referred to in Article 151.1; or
 
  would not be liable if this Article did not exist.
 
151.6 This Article applies whether a document is destroyed or disposed of in any other manner.

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INDEMNITY AND INSURANCE

152 Indemnity
 
152.1 So far as the Companies Acts allow, every director, Secretary or other officer of the Company shall be indemnified by the Company out of its own funds against all costs, charges, losses, expenses and liabilities incurred by him:
 
  in performing or omitting to perform his duties; and/or
 
  in exercising or omitting to exercise his powers; and/or
 
  in purporting to do any of these things; and/or
 
  otherwise in relation to or in connection with his duties, powers or office.
 
152.2 So far as the Companies Acts allow, the Secretary and other officers of the Company are exempted from any liability to the Company where that liability would be covered by the indemnity in Article 152.1.
 
152.3 So far as the Companies Acts allow, the Company or any of its subsidiary undertakings may: (i) provide a director with funds to meet expenditure incurred or to be incurred by him in defending any civil or criminal proceedings, or in connection with any application under the provisions of the Companies Act 1985 referred to in Section 337A(2) of that Act; and (ii) do anything to enable a director to avoid incurring such expenditure, but so that the terms set out in Section 337A(4) of that Act shall apply to any such provision of funds or other things done.
 
153 Insurance
 
153.1 For the purpose of this Article each of the following is a Relevant Company :
 
  the Company ;
 
  any holding company of the Company ;
 
  any company in which the Company or its holding company or any of the predecessors of the Company or of its holding company has or had any interest, whether direct or indirect; and
 
  any company which is in any way allied to or associated with the Company , or any subsidiary undertaking of the Company or such other company .
 
153.2 Without limiting Article 152 in any way, the directors can arrange for the Company to purchase and maintain insurance for or for the benefit of any persons who are or were at any time:
 
  directors, officers or employees of any Relevant Company ; or
 
  trustees of any pension fund or employees’ share scheme in which employees of any Relevant Company are interested.
 
  This includes, for example, insurance against any liability incurred by them for any act or omission:
 
  in performing or omitting to perform their duties; and/or

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  in exercising or omitting to exercise their powers; and/or
     
  in claiming to do any of these things; and/or
     
  otherwise in relation to their duties, powers or offices.

SHARE WARRANTS

154 Issue of Share Warrants
 
154.1 The Company can issue Share Warrants which state that the bearer of the Share Warrant (“ Bearer ”) is entitled to the shares specified in the Share Warrant . The Company can only do this in a way which is allowed under the Companies Acts and in Articles 154 to 161. Share Warrants can provide for the payment of future dividends and other distributions relating to the shares . Payment can be made by exchanging coupons which can be attached to the Share Warrants , or in any other way which the directors determine.
 
154.2 The Bearer of a Share Warrant is entitled to the number of shares which are specified in it. These shares can be transferred by one person delivering the Share Warrant to another.
 
154.3 Subject to Article 154.2, the provisions of the Articles relating to share certificates and transferring shares do not apply to Share Warrants .
 
154.4 Each Share Warrant must be issued under the Seal .
 
154.5 The directors can decide on the language and form of, and the number of shares represented by, each Share Warrant .
 
155 Directors can accept a certificate instead of a Share Warrant
 
155.1 The directors can accept a certificate from the persons referred to in Article 155.2 stating that they hold Share Warrants on behalf of someone named in the certificate as proof of matters set out in such certificate. The certificate will be in such form as the directors decide (including details of the number of shares to which the Share Warrant relates).
 
155.2 The only people who may deliver a certificate to the Company are the ADR Depositary or any bank or agent which has been appointed by the Company . For the purposes of Articles 154 to 160, the Company can treat the deposit of the certificate as though the Share Warrant itself had been deposited at the Transfer Office .
 
155.3 As long as the certificate is in a form agreed by the directors, the Company does not need to make any further enquiry into the accuracy of the information contained in the certificate.
 
156 Requesting a Share Warrant
 
156.1 A Share Warrant will only be issued if a shareholder requests in writing that a Share Warrant is issued for some or all of the shares which are registered in his name.
 
156.2 The request must be addressed to the directors at the Transfer Office . The directors can specify the form of the request, and can require that evidence is sent with the request to prove the identity of the person making the request and his right to the shares . The directors do not have to agree to this request.

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156.3 Where a shareholder requests that Share Warrants are issued in relation to shares registered in his name, and there are share certificates in respect of those shares , a Share Warrant will only be issued once the share certificates have been delivered to the Transfer Office for cancellation.
 
156.4 A person who requests a Share Warrant (including a person requesting a Share Warrant in the circumstances described in Article 157) is responsible (and will re-imburse the Company ) for all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection with the issue of the Share Warrants . This Article 156.4 applies unless the person requesting the Share Warrant agrees otherwise with the Company .
 
157 Replacing Share Warrants
 
157.1 If a Share Warrant is damaged or defaced, the Bearer can request a new one, once he returns the damaged or defaced Share Warrant to the directors at the Transfer Office Once any payments of the types described in Article 156.4 are made (if any), a new Share Warrant will be issued.
 
157.2 If a Share Warrant is said to have been lost, stolen or destroyed, the directors can issue a replacement (although they do not have to do so). The directors can require satisfactory evidence of the loss, theft or destruction, an indemnity , the payment of any exceptional out of pocket expenses, and payments of the types described in Article 156.4 before issuing a replacement.
 
157.3 The Bearer can ask the directors to cancel his existing Share Warrant and replace it with two (or more) Share Warrants which together represent the same number of shares which the original single Share Warrant represented. The directors do not have to comply with this request. If they do, the Bearer will have to surrender his original Share Warrant and can be required by the directors to make any payments of the types described in Article 156.4 before the new Share Warrants are issued.
 
158 Rights of the Bearer
 
158.1 The Bearer (or a person who has deposited his Share Warrant in accordance with Article 158.2 or if the directors so decide, Article 155.2) shall be entitled to the same rights and be subject to the same obligations as those to which he would be entitled or subject if he were the registered holder of the shares to which the Share Warrant relates. This is subject to the provisions of Articles 154 to 161.
 
158.2 Where a Bearer deposits his Share Warrant , together with a written declaration giving his name and address, at the Transfer Office (or some other place specified by the directors) he has certain rights at any General Meeting provided that such Share Warrant is deposited at least 48 hours in advance of such meeting. For as long as the Share Warrant remains so deposited, the person who deposited it will have the following rights as if he were the registered holder from the time of deposit of the shares specified in the Share Warrant at a General Meeting:
 
  the right to sign a form requiring a General Meeting;
 
  the right to give notice of his intention to submit a resolution at a General Meeting;

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  the right to attend, speak and vote, appoint a proxy and exercise the other rights of a shareholder at a General Meeting.
 
158.3 Any Share Warrant which is deposited in accordance with Article 158.2 must remain deposited until the end of the General Meeting at which the person who deposited the Share Warrant desires to attend or be represented.
 
158.4 If a person presents a Share Warrant at the Transfer Office , the Company is entitled to assume that this person is the owner of the Share Warrant . The Company can pay dividends or moneys relating to the shares specified in the Share Warrant which are due to this person either to such person or to an account specified by him. If the Company does this, it shall have performed its obligation to pay that dividend or those moneys.
 
159 Bearers of Share Warrants participating in securities offers
 
159.1 In the case of a securities offer , there is no need to contact any Bearer individually. Instead, all the Company need do is advertise the details of the securities offer in a leading United Kingdom national daily newspaper (and any other newspapers the directors decide on).
 
159.2 If, following the publication of the advertisement referred to above, the Bearer deposits the Share Warrant (or, if appropriate, the coupon attached to the Share Warrant ) at the Transfer Office (or some other place mentioned in the advertisement), within the time limit set out in the securities offer , he shall have the same right to participate in the securities offer as if he were the registered holder of the shares specified in the Share Warrant .
 
159.3 For the purposes of this Article, a securities offer means an offer of shares , securities or debentures to shareholders or any class of shareholders , or a proposed issue of shares pursuant to Article 134.
 
160 Communications with Bearers of Share Warrants
 
160.1 In the case of any communication (for example, a notice of General Meeting, a circular or annual report) with shareholders , there is no need for the Company to contact any Bearer individually. Instead, all the Company need do is advertise the communication in a leading United Kingdom national daily newspaper (and any other newspapers the directors decide on), giving an address where copies of the communication may be obtained by the Bearer .
 
160.2 The Company must communicate with the Bearer in a different way, if the London Stock Exchange requires this.
 
161 Issuing shares to which the Share Warrant relates
 
161.1 The Bearer can ask to be registered as a shareholder (or that another person be so registered) in respect of all or any of the shares specified in the Share Warrant . In order to do so he must deposit at the Transfer Office (or another place specified by the directors):
 
  the Share Warrant ; and
 
  a signed declaration in a form agreed by the directors which sets out the names and addresses of the persons, and the numbers of shares , in whose name he wishes such shares to be registered.
 

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161.2 The Company will comply with a request made in accordance with Article 161.1 only upon the payment (or reimbursement) by the Bearer of all and any stamp duties, stamp duty reserve tax, bearer instrument duty, taxes, charges, fees, interest and penalties payable in connection with the issue of the shares . The Company may, however, agree that any such taxes or costs do not have to be paid by the Bearer .
 
161.3 If the Company complies with a request made in accordance with Article 161.1, the person named in the declaration will be entitled to have his name entered as a member in the Register in respect of the shares specified in the declaration and to receive a share certificate for them.
 
161.4 If the declaration does not deal with all the shares to which the Share Warrant relates, a new Share Warrant for the remaining shares will be issued, without charge, to the person who deposited the old Share Warrant . The new Share Warrant will only be issued upon the cancellation of the old Share Warrant .
 

ADR DEPOSITARY

162 ADR Depositary can appoint proxies
 
162.1 The ADR Depositary can appoint more than one person to be its proxy . As long as the appointment complies with the requirements in Article 162.2, the appointment can be made in any way and on any terms which the ADR Depositary thinks fit. Each person appointed in this way is called an Appointed Proxy .
 
162.2 The appointment must set out the number of shares in relation to which an Appointed Proxy is appointed. This number is called the Appointed Number . The Appointed Numbers of all Appointed Proxies appointed by the ADR Depositary , when added together, must not be more than the number of Depositary Shares (as calculated in Article 162.3).
 
162.3 The Depositary Shares attributable to the ADR Depositary consist of the total of the number of shares :
 
  registered in the name of the ADR Depositary ;
 
  represented by Share Warrants which have been deposited by the ADR Depositary with the Company in accordance with Article 158; and
 
  represented by Share Warrants which are set out in a certificate from the ADR Depositary accepted by the directors in accordance with Article 155.
 
163 The ADR Depositary must keep a Proxy Register
 
163.1 The ADR Depositary must keep a register of the names and addresses of all the Appointed Proxies . This is called the Proxy Register . The Proxy Register will also set out the Appointed Number of shares of each Appointed Proxy . This can be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the Appointed Number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents.

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163.2 The ADR Depositary must let anyone whom the directors nominate inspect the Proxy Register during usual business hours on a working day . The ADR Depositary must also provide, as soon as possible, any information contained in the Proxy Register if it is demanded by the Company or its agents .
 
164 Appointed Proxies can only attend General Meetings if properly appointed
 
  An Appointed Proxy may only attend a General Meeting if he provides the Company with written evidence of his appointment by the ADR Depositary for that General Meeting. This must be in a form agreed between the directors and the ADR Depositary .
 
165 Rights of Appointed Proxies
 
  Subject to the Companies Acts and these Articles and so long as the Depositary Shares are sufficient to include an Appointed Proxy’s Appointed Number :
 
  at a General Meeting which an Appointed Proxy is entitled to attend, he is entitled to the same rights and has the same obligations in relation to his Appointed Number of shares as if the ADR Depositary was the registered holder of such shares and he had been validly appointed in accordance with Articles 76, 77 and 78 by the ADR Depositary as its proxy in relation to those shares ; and
 
  an Appointed Proxy can himself appoint another person to be his proxy in relation to his Appointed Number of shares , as long as the appointment is made and deposited in accordance with Articles 76, 77 and 78 and, if it is, the provisions of these Articles will apply to such an appointment as though the Appointed Proxy was the registered holder of such shares and the appointment was made by him in that capacity.
 
166 Sending information to an Appointed Proxy
 
  The Company can send to an Appointed Proxy at his address in the Proxy Register all the same documents which are sent to shareholders .
 
167 The Company can pay dividends to an Appointed Proxy
 
  The Company can pay to an Appointed Proxy at his address in the Proxy Register all dividends or other moneys relating to the Appointed Proxy’s Appointed Number of shares instead of paying this amount to the ADR Depositary . If the Company does this, it will not have any obligation to make this payment to the ADR Depositary as well.
 
168 The Proxy Register may be fixed at a certain date
 
168.1 In order to determine which persons are entitled as Appointed Proxies to:
 
  exercise the rights conferred by Article 165;
 
  receive documents sent pursuant to Article 166; and
 
  be paid dividends pursuant to Article 167
 
  and the Appointed Number of shares in respect of which a person is to be treated as having been appointed as an Appointed Proxy for such purpose, the ADR Depositary may determine that the Appointed Proxies who are entitled are the persons entered in
 

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  the Proxy Register at the close of business on a date (a “ Record Date ”) determined by the ADR Depositary in consultation with the Company .
 
168.2 When a Record Date is determined for a particular purpose:
 
  the Appointed Number of shares in respect of an Appointed Proxy will be treated as the number appearing against his name in the Proxy Register as at the close of business on the Record Date ;
 
  this can be shown by setting out the number of American Depositary Receipts which each Appointed Proxy holds and stating that the number of shares can be ascertained by multiplying the said number of American Depositary Receipts by such number which for the time being is equal to the number of shares which any one American Depositary Receipt represents; and
 
  changes to entries in the Proxy Register after the close of business on the Record Date will be ignored in determining the entitlement of any person for the purpose concerned.
 
169 The nature of an Appointed Proxy’s interest
 
  Except as required by the Companies Acts , no Appointed Proxy will be recognised by the Company as holding any interest in shares upon any trust. Except for recognising the rights given in relation to General Meetings by appointments made by Appointed Proxies pursuant to Article 165, the Company is entitled to treat any person entered in the Proxy Register as an Appointed Proxy as the only person (other than the ADR Depositary ) who has any interest in the shares in respect of which the Appointed Proxy has been appointed.
 
170 Validity of the appointment of Appointed Proxies
 
170.1 If any question arises as to whether any particular person or persons has or have been validly appointed to vote (or exercise any other right) in respect of any shares (for example because the total number of shares in respect of which appointments are recorded in the Proxy Register is more than the number of Depositary Shares ) this question will, if it arises at or in relation to a General Meeting be determined by the chairman of the General Meeting. His decision (which can include declining to recognise a particular appointment or appointments as valid) will, if made in good faith, be final and binding on all persons interested.
 
170.2 If a question of the type described in Article 170.1 arises in any circumstances other than at or in relation to a General Meeting, the question will be determined by the directors. Their decision (which can include declining to recognise a particular appointment or appointments as valid) will also, if made in good faith, be final and binding on all persons interested.

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Glossary

About the glossary

This glossary is to help readers understand the Company’s Articles of Association. Words are explained as they are used in the Articles - they might mean different things in other documents. The glossary is not legally part of the Articles , and it does not affect their meaning. The definitions are intended to be a general guide - they are not precise.

abrogate If the special rights of a share are abrogated , they are cancelled or withdrawn.

accrue If interest is accruing , it is running or mounting up, day by day.

adjourned In relation to a shareholders’ meeting , means that the meeting has come to an end for the time being, to be continued at a later time or day, at the same or a different place and adjourned and adjourn shall be construed accordingly.

agent A person who has been appointed to act for another person.

allot When new shares are allotted , they are set aside for the person they are intended for. This will normally be after the person has agreed to pay for a new share , or has become entitled to a new share for any other reason. As soon as a share is allotted , that person gets the right to have his name put on the register of shareholders . When he has been registered, the share has also been issued .

allottee A person to whom a share is allotted (see renunciation ).

asset Any property of any description which is of any value to its owner.

attorney An attorney is a person who has been appointed to act for another person in a particular way. The person is appointed by a formal document, called a power of attorney .

automatically entitled to a share by law In some situations, a person will be entitled to have shares which are registered in somebody else’s name registered in his own name. Or he can require the shares to be transferred to another person. When a shareholder dies, or the sole survivor of joint shareholders dies, his personal representatives have this right. If a shareholder is made bankrupt, his trustee in bankruptcy has the right.

beneficial interest A person on whose behalf or for whose benefit a trustee holds shares has a beneficial interest in those shares .

brokerage Commission which is paid to a broker by a company issuing shares , where the broker’s clients have applied for shares .

call A call to pay money which is due on shares which has not yet been paid. This happens if the Company issues shares which are partly paid , where money remains to be paid to the Company for the shares . The money which has not been paid can be “ called ” for. If all the money to be paid on a share has been paid, the share is called a fully paid share .

capitalise To convert some or all of the reserves of a company into capital (such as shares ).

capital redemption reserve A reserve of funds which a company may have to set up to ensure that the Company’s capital base remains the same when shares are redeemed or bought back. It is equivalent to the amount by which the Company’s issued share capital is reduced by the redemption or purchase.

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casual vacancy A vacancy amongst the directors which occurs by reason of the death, resignation or disqualification of a director, or from the failure of an elected director to accept his appointment, or for any other reason except the retirement of a director in accordance with the Articles .

charge See lien and charge .

company representative If a company owns shares , it can appoint a company representative to attend a shareholders’ meeting to speak and vote for it.

consolidate When shares are consolidated , they are combined with other shares . For example, every three £1 shares might be consolidated into one new £3 share .

cumulative dividends If a dividend which is cumulative cannot be paid in one year because the company does not have enough profits to cover the payment, the shareholder has the right to receive the dividend in a future year, when the company has enough profits to pay the dividend. Compare this with a non-cumulative dividend .

debenture A typical debenture is a type of long-term borrowing by a company . The loan usually has to be repaid at a fixed date in the future, and carries a fixed rate of interest.

declare Generally, when a final dividend is declared , it becomes due to be paid.

dividend arrears Any dividend arrears . This includes any dividends on shares with cumulative rights which could not be paid, but which have been carried forward.

dividend warrant A dividend warrant is similar to a cheque for a dividend.

documents of title The documents which show that a person owns something (for example, a share certificate).

ex-dividend When a share goes “ ex-dividend ”, a person who buys it will not be entitled to the dividend which has been declared shortly before he bought it. When a share has gone “ ex-dividend ”, the seller is entitled to this dividend, even though it will be paid after he has sold his share .

executed A document is executed when it is signed, or sealed or made valid in some other way.

exercise When a power is exercised , it is put to use.

extraordinary resolution A decision reached by a majority of at least 75 per cent. of votes cast. The Companies Act requires extraordinary resolutions to be passed in certain situations.

forfeit When a share is forfeited it is taken away from the shareholder and becomes the property of the Company which can do with it as it likes. This process is called “forfeiture”. This can happen if a call on a partly-paid share is not paid on time.

fully-paid shares When all of the money which is due to the Company for a share has been paid, a share is called a fully paid share .

good title If a person has good title to a share , he owns it outright.

holding Company A company which controls another company (for example by owning a majority of its shares ) is called the holding company of that other company . The other company is the subsidiary of the holding company .

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indemnity If a person gives another person an indemnity , he promises to make good any losses or damage which the other might suffer. The person who gives the indemnity is said to “ indemnify ” the other person.

in issue See issue .

instruments Formal legal documents.

issue When a share has been issued , everything has been done to make the shareholder the owner of the share . In particular, the shareholder’s name has been put on the Register of shareholders . Existing shares which have been issued are “ in issue ”.

liabilities Debts and other obligations.

liable jointly and severally Where more than one person is liable jointly and severally it means that any one of them may be sued, or they can all be sued together.

lien and charge Where the Company has a lien and charge over shares , it can take the dividends, and any other payments relating to the shares which it has a charge over, or it can sell the shares , to repay the debt and so on.

members means shareholders .

negotiable instrument A document such as a cheque, which can be freely transferred from one person to another.

nominal value The nominal value of the share . The nominal value of the US$0.10 Ordinary Shares is US$0.10. This value is shown on the share certificate for a share , if there is one. When the Company issues new shares this can be for a price which is at a premium to the nominal value . When shares are bought and sold on the stock market this can be for more, or less, than the nominal value . The nominal value is sometimes also called the “ par value ”.

non-cumulative dividends If a dividend which is non-cumulative cannot be paid in one year because the Company does not have enough profits available to cover the payment, the shareholder does not have the right to receive the dividend in a future year. This is the opposite to a cumulative dividend.

objects of a Company The business activities that the Company is authorised to carry on. The Company’s objects are set out in Clause 4 of its Memorandum .

office copy An exact copy of an official document, supplied by the office which holds, or issued, the original.

ordinary resolution A decision reached by a simple majority of votes - that is by more than 50 per cent. of the votes cast.

par value See nominal value .

partly paid shares If any money remains to be paid on a share , it is said to be partly paid . The unpaid money can be “ called ” for.

personal representatives A person who is entitled to deal with the property (“the estate”) of a person who has died. If the person who has died left a valid will, the will appoints “executors” who are personal representatives . If the person died without a will, the courts will appoint one or more “administrators” to be the personal representatives .

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poll A poll vote is usually a card vote but to the extent permitted by the Companies Acts may be an electronic vote. On a poll vote, the number of votes which a shareholder has will depend on the number of shares which he owns. An Ordinary Shareholder has one vote for each share he owns. A poll vote is different to a show of hands vote, where each person who is entitled to vote has just one vote, however many shares he owns.

power of attorney A formal document which legally appoints one or more persons to act on behalf of another person.

pre-emption rights The right of some shareholders which is given by the Companies Act to be offered a proportion of certain classes of newly issued shares and other securities before they are offered to anyone else. This offer must be made on terms which are at least as favourable as the terms offered to anyone else.

premium If the Company issues a new share for more than its nominal value (for example because the market value is more than the nominal value ), the amount above the nominal value is the premium .

proxy A proxy is a person who is appointed by a shareholder to attend a shareholders’ meeting and vote for that shareholder . A proxy is appointed by using a proxy form . A proxy does not have to be a shareholder . At a shareholders’ meeting a proxy can vote on a poll and, if the Articles permit, he can also vote on a show of hands and speak.

proxy form A form which a shareholder uses to appoint a proxy to attend a shareholders’ meeting and vote for him. The proxy form must be delivered to the Company before the meeting to which it relates.

quorum The minimum number of shareholders or directors who must be present before a meeting can start. When this number is reached, the meeting is said to be “quorate”.

rank & ranking When either capital or income is distributed to shareholders , it is paid out according to the rank (or ranking ) of the shares . For example, a share which ranks before (or ahead of) another share in sharing in the Company’s income is entitled to have its dividends paid first, before any dividends are paid on shares which rank behind (or after) it. If there is not enough income to pay dividends on all shares , the available income must be used first to pay dividends on shares which rank ahead, and then to shares which rank behind. The same applies for repayments of capital. Capital must be paid first to shares which rank ahead in sharing in the Company’s capital, and then to shares which rank behind. The Company’s Fixed Rate Shares rank ahead of its Ordinary Shares . Where certain shares rank equally with other shares , both types of shares have the same rights as each other.

recognised clearing house A “clearing house” which has been authorised to carry on business by the UK authorities. A clearing house is a central computer system for settling transactions between members of the clearing house.

recognised investment exchange An “investment exchange” which has been officially recognised by the UK authorities. An investment exchange is a place where investments, such as shares , are traded. The London Stock Exchange is a recognised investment exchange .

redeem and redemption When a share is redeemed , it is effectively bought back by the Company in return for a sum of money (the “redemption price”) which was fixed before the share was issued . This process is called redemption . A share which can be redeemed is called a “ redeemable share .

relevant system This is a term used in the CREST Regulations for a computer-based system which allows shares without share certificates to be transferred without using transfer forms. The CREST system for paperless share dealing is a “ relevant system ”.

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renunciation Where a share has been allotted , but no one has been entered on the share register as the holder of the share , it can be renounced by the allottee to another person. This transfers the right to be registered as the holder of the share to another person. This process is called renunciation .

requisition a meeting A formal process which shareholders can use to call a shareholders’ meeting. Generally speaking the shareholders who want to call a meeting must hold at least 10 per cent of the issued shares .

reserve fund or reserves A fund which has been set aside in the accounts of a company . Profits which are not paid out to shareholders as dividends, or used up in some other way, are held in a reserve fund by the company . The capital redemption reserve and share premium account are also reserve funds .

revoke To withdraw, or cancel.

rights issue A way by which companies raise extra share capital. Usually the existing shareholders will be offered the chance to buy a certain number of new shares , depending on how many they already have. For example, shareholders may be offered the chance to buy one new share for every four they already have.

securities All shares , bonds and other investment instruments issued by a company which entitle the holder to a share in the profits or assets of that company , to receive a cash payment from a company or to subscribe for such a security .

securities seal A seal used to stamp the Company’s securities as evidence that the Company has issued them. The Company’s Securities Seal is like the Company’s Common Seal but with the addition of the word “ securities ”.

share premium account If a new share is issued by the Company for more than its nominal value (generally because the market value is more than the nominal value ) then the amount above the nominal value is the premium , and the total of these premiums is held in a reserve fund (which cannot be used to pay dividends) called the share premium account .

show of hands A shareholder raises his hand to vote at a shareholders’ meeting (unless there is a poll ). Each person who is entitled to vote has just one vote, however many shares he holds.

special notice This term is defined in Section 379 Companies Act 1985 . Broadly, if special notice of a resolution is required by the Companies Acts , the resolution is not valid unless the Company has been told about the intention to propose it at least 28 days before the shareholders’ meeting at which it is proposed (although in certain circumstances the meeting can be on a date less than 28 days from the date of the notice).

special resolution A decision reached by a majority of at least 75 per cent of votes cast. Shareholders must be given at least 21 days’ notice of any special resolution .

special rights These are the rights of a particular class of shares , as distinct from rights which apply to all shares generally. Typical examples of special rights are where the shares rank , their rights to sharing in income and assets and voting rights.

statutory declaration A formal way of declaring something in writing. Particular words and formalities must be used - these are laid down by the Statutory Declarations Act of 1835.

stock When shares are converted into stock the holder’s interest in the Company is expressed by reference to a sum of money divided into transferable units. For example, the interest of a shareholder with one hundred £1 shares might be converted into £100 worth of stock transferable in units of £1 each.

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subdividing shares When shares are subdivided they are split into shares which have a smaller nominal value . For example, a £1 share might be subdivided into two 50p shares .

subject to Means that something else has priority, or prevails, or must be taken into account. When a statement is subject to another statement this means that the first statement must be read in the light of the other statement, which will prevail if there is any conflict.

subordinate Where a right or interest is subordinated to something else, it ranks behind it.

subscribe for shares To agree to take new shares in a company (usually for a cash payment).

subscribers to shares The people who first acquire the shares .

subsidiary A company which is controlled by another company (for example because the other Company owns a majority of its shares ) is called a subsidiary of that company .

subsidiary undertaking This is a term used by the Companies Act . It is a wider definition than subsidiary . Generally speaking it is a company which is controlled by another company because the other company :

has a majority of the votes in the company either alone, or acting with others;

   

is a shareholder who can appoint or remove a majority of the directors; or

   

can exercise dominant influence over the company because of anything in the Company’s Memorandum or Articles , or because of a certain kind of contract.

takeover offer An offer to acquire all the shares , or all the shares of any class, in a company (except shares already held by the person making the offer). The terms of the offer must be the same for all the shares to which the offer relates. This is defined in more detail in the Companies Act 1985 .

trustees People who hold property of any kind for the benefit of one or more other people under a kind of arrangement which the law treats as a “trust”. The people whose property is held by the trustees are called the beneficiary.

underwrite A person who agrees to buy new shares if they are not bought by other people underwrites the share offer.

unincorporated associations Associations, partnerships, societies and other bodies which the law does not treat as a separate legal person to their members.

warrant See the definition of dividend warrant .

wider-range investments The law restricts the investments which some trustees can invest in. Where this restriction applies, the trustees can invest up to three quarters of their funds in wider-range investments . These are, generally speaking, shares which are quoted on the London Stock Exchange , and which are earning dividends.

wind up The formal process to put an end to a company . When a company is wound up its assets are distributed. The assets go first to creditors, and then to shareholders . Shares which rank first in sharing in the Company’s assets will receive any funds which are left over before any shares which rank after (or behind) them.

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Company Number: 1833679

 

     
     
 
The Companies Acts 1948 to 1985
 
     
     
 
Public Company Limited by Shares
 
     
     
 
MEMORANDUM OF ASSOCIATION
 
     
     
 
OF
 
     
     
 
VODAFONE GROUP PUBLIC LIMITED COMPANY
 
     
     

     
 
THE COMPANIES ACTS 1948 to 1985
 
     
 
PUBLIC COMPANY LIMITED BY SHARES
 
     
  MEMORANDUM OF ASSOCIATION OF  
     
     
     
     
  VODAFONE GROUP PUBLIC LIMITED COMPANY  
     
  (including all amendments as at 26 July 2005)  
     
1 1 The name of the Company is “VODAFONE GROUP PUBLIC LIMITED COMPANY”.
 
2 The Company is a public company.
 
3 The registered office of the Company will be situate in England.
 
4 The objects for which the Company is established are:
 
  (1) To carry on the business of a holding company in all its branches, and for that purpose to acquire and hold for investment shares, stock, debentures and debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company, and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by a government, sovereign ruler, commissioner, public body or authority, supreme, municipal, local or otherwise, whether at home or abroad, and to leave money on deposit or otherwise with any bank or building society, local authority or any other party and to act as and to perform all the functions of a holding company.
 
  (2) To carry on business as dealers in, operators, manufacturers, repairers, designers, developers, importers and exporters of electronic, electrical, mechanical and aeronautical equipment of all types and of parts and accessories thereof and of plant and machinery of all descriptions, and to act as engineers’ agents and merchants, and generally to undertake and execute agencies and commissions of any kind.
 
  (3) To purchase, subscribe for, underwrite, take, or otherwise acquire and hold any shares, stock, bonds, options, debentures, debenture stock obligations or securities in or of any company, corporation, public body, supreme, municipal, local or otherwise or of any Government or State and to act as and perform all the functions of a holding company and to carry on, acquire, undertake and execute any business, undertaking, transaction or operation whether manufacturing, financial, mercantile, agricultural, extractive or otherwise.
 

1 17 July 1984 - Incorporated as a private company with name “RACAL STRATEGIC RADIO LIMITED”
  17 September 1985 - name changed to “RACAL TELECOMMUNICATIONS GROUP LIMITED”
  5 September 1988 - name changed to “RACAL TELECOM LIMITED”
  14 September 1988 - Re-registered as a public company
  16 September 1991 - name changed to “VODAFONE GROUP PUBLIC LIMITED COMPANY”
  29 June 1999 - name changed to “VODAFONE AIRTOUCH PUBLIC COMPANY LIMITED”
  28 July 2000 – name changed to “ VODAFONE GROUP PUBLIC LIMITED COMPANY”
 
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  (4) To purchase, take on lease or in exchange, hire or otherwise acquire, and obtain options over, lands, buildings and generally any real or personal property, rights or privileges of any kind which the Company may deem necessary or convenient for or with reference to any of its objects, or capable of being profitably dealt with in connections with any of its property rights for the time being.
 
  (5) To apply for or acquire by purchase or otherwise, whether in the United Kingdom or elsewhere, any patents, patent rights, secret processes, trade marks, copyrights or other rights of monopolies, licences, concessions and the like, and to use, exercise, develop or grant licences in respect of, or otherwise turn the same to account and to make, assist, or subsidise any experiments, researches or investigations.
 
  (6) To purchase or otherwise acquire, obtain options over, take over, manage, supervise, control and undertake all or any part of the business, undertaking, goodwill, property, assets, rights and liabilities of any person or company, or to acquire the control of shares of any company or any interest therein and to act as a director or manager of any company.
 
  (7) To improve, manage, develop, grant licences, easements and other rights over, exchange and in any other manner deal with or dispose of the undertaking, property, assets, rights and effects of the Company, or any part thereof, for such consideration as may be thought fit, and in particular for stock, shares, debentures, debenture stock or securities of any other company, whether fully or partly paid up.
 
  (8) To pay for any property or rights acquired by the Company and for any services rendered or to be rendered to the Company either in cash or in fully or partly paid shares, with or without preferred or deferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or in any securities which the Company has power to issue, or partly in one mode and partly in another and generally on such terms as may seem expedient.
 
  (9) To lend any moneys or assets of the Company to such persons, firms or companies and on such terms as may be considered expedient, and either with or without security, and to invest and deal with moneys and assets of the company not immediately required in any manner and to receive money and securities or deposit, at interest or otherwise.
 
  (10) To borrow or raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit, and in particular mortgages, or other charges upon the undertaking and all or any of the property and assets (present or future) and the uncalled or unpaid capital of the Company, or by the creation and issue on such terms and conditions as may be thought expedient of debentures or debenture stock, perpetual or otherwise, or other securities of any description.
 
  (11) To enter into any guarantee, contract of indemnity or suretyship whether by personal covenant or by mortgage or charge on all or any part of the undertaking, property or assets of the Company (including its uncalled capital) and in particular (without prejudice to the generality of the foregoing) with or without consideration to guarantee or give security as aforesaid for the payment of any principal moneys, premiums, interest and other moneys secured by or payable under any obligations or securities including particularly the obligations or securities of any company which is (within the meaning of Section 154 of the Companies Act 1948) in relation to the Company a holding company or a subsidiary of such holding company or of the Company or which is otherwise associated with the Company in business.
 

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  (12) To issue securities which the Company has power to issue by way of security and indemnity to any person whom the Company has agreed, or is bound or willing to indemnify, or in satisfaction of any liability undertaken or agreed to be undertaken by the Company, and generally in every respect upon such terms and conditions and for such consideration (if any) as the Company may think fit.
 
  (13) To establish or promote or concur in establishing or promoting any other company or companies for the purpose of acquiring or undertaking all or any of the assets and liabilities of this Company, or for any other purpose which may seem directly or indirectly calculated to benefit this Company or to advance the objects or interest thereof, or to take and otherwise acquire and hold or dispose of shares, stock, debentures, debenture stock or other securities of any such company or companies.
 
  (14) To amalgamate or enter into partnership with, and to co-operate in any way with or assist or subsidise any person, firm or company carrying on any business which this Company is authorised to carry on or possessed of property suitable for the purposes of the Company.
 
  (15) To pay all expenses incident to the formation or promotion of this or any other company, and to remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in or debentures or debenture stock or other securities of the Company, or in or about the promotion, formation or business of the Company, or of any other company promoted wholly or in part by this Company.
 
  (16) To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes and other negotiable or transferable instruments or securities.
 
  (17) To grant pensions or gratuities to any employees or officers (including Directors) or ex- employees or ex-officers (including ex-Directors) of the Company or the relations, connections or dependants of any such persons, and to pay or contribute to insurance schemes having such objects, and to establish or support associations, institutions, clubs, funds and trusts which may be considered likely to benefit any such persons or otherwise advance the interests of the Company or of its members, and to establish or contribute to any scheme for the purchase by trustees of fully paid shares in the Company, to be held for the benefit of employees of the Company, including any Director holding a salaried employment or office in the Company, and to lend money to the Company’s employees to enable them to purchase fully paid shares in the Company, and to formulate and carry into effect any scheme for sharing the profits of the Company with its employees or any of them.
 
  (18) To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object, or for any exhibition, or for any purpose which may seem likely directly or indirectly to further objects of the Company or the interests of its members.
 

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  (19) To distribute among the members of the Company in specie by way of dividend or bonus or upon a return of capital any property or assets of the Company, or any proceeds of sale or disposal of any property or assets of the Company but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.
 
  (20) To hold in the name of others any property which the Company is authorised to acquire and to do all or any of the things and matters aforesaid in any part of the world and either as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents, sub-contractors or otherwise, and either alone or in conjunction with others; and to accept property on trust and to act as trustee, executor, administrator or attorney either gratuitously or otherwise.
 
  (21) To procure the Company to be registered or incorporated in any part of the world.
 
  (22) To do all such other things and to carry on such other business or businesses whatsoever and wheresoever as may, in the opinion of the Company, be necessary, incidental, conducive or convenient to the attainment of the above objects or any of them, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property, assets or rights, or otherwise likely in any respect to be advantageous to the Company.
 
  (23) To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees or auditors of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or of any such other company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any such other company or subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and or discharge of their duties and or in the exercise or purported exercise of their powers and or otherwise in relation to the Company or any such other company, subsidiary undertaking or pension fund and to such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability; for the purpose of this clause “holding company” and “subsidiary undertaking” shall have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989.
 
  (24) To provide a director with funds to meet reasonable expenditure incurred or to be incurred by him in defending any civil or criminal proceedings, or in connection with any application under those provisions of the Companies Act 1985 referred to in section 337A of that Act, and to do anything to enable a director to avoid incurring such reasonable expenditure, to the extent permitted by law.
 
  And it is hereby declared that the word “company” in this Clause, except where used in reference to this Company, shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in the United Kingdom or elsewhere and further the intention is that the objects specified in each paragraph of this Clause, shall except where otherwise expressed in such paragraph, be independent main objects and be in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

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5 The liability of the members is limited.
 
6 2 The Share Capital of the Company is £50,000 and US$7,800,000,000 divided into 78,000,000,000 ordinary shares of US$0.10 each and 50,000 fixed rate shares of £1 each.
 
  WE, the several persons whose names, addresses and descriptions are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite our respective names.
 

2 The Company was incorporated with an authorised share capital of £1,000,000 divided into 1,000,000 Ordinary Shares of £1 each.
   
  On 14 September 1988:
     
  (a) each share of £1 was sub-divided into 20 shares of 5p each; and
     
  (b) the share capital of the Company was increased to £60,000,000 by the creation of an additional 1,180,000,000 shares of 5p each.
   
  On 20 July 1994 the share capital of the Company was increased to £200,000,000 by the creation of an additional 2,800,000,000 shares of 5p each.
   
  On 24 June 1999 the share capital of the Company was increased to £200,050,000 by the creation of 50,000 7 per cent cumulative fixed rate shares of £1 each.
   
  On 30 June 1999 the share capital of the Company was increased to £50,000 and US$816,000,000 by the cancellation of all outstanding ordinary shares in the Company and the creation of 8,160,000,000 ordinary shares of US$0.10 each.
   
  On 21 July 1999 the share capital of the Company was increased to £50,000 and US$4,080,000,000 by the creation of an additional 32,640,000,000 ordinary shares of US$0.10 each.
   
  The share capital of the Company was increased to £50,000 and US$7,800,000,000 by the creation of an additional 37,200,000,000 ordinary shares of US$0.10 each with effect from 9 February 2000.

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Names and Addresses and   Number of shares taken by
Descriptions of Subscribers   each Subscriber (in Words)



Brian Auld   One
Easthampstead Road    
Bracknell    
Berks    
RG12 1NS    
     
     
Solicitor    



Brian Gilbert Guest Cowper   One
Easthampstead Road    
Bracknell    
Berks    
RG12 1NS    
     
     
Solicitor    



     
Dated this 13th day of June, 1984.    
     
     
Witness to the above Signatures:   Paul Lush
    Easthampstead Road
    Bracknell
    Berks
    RG12 1NS
     
     
    Solicitor

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Exhibit 4.1


CONFORMED COPY

 

SUPPLEMENTAL AGREEMENT

 

DATED 24 June 2005

BETWEEN

VODAFONE GROUP PLC

AND

THE ROYAL BANK OF SCOTLAND PLC

as Agent

 

relating to a US$5,525,000,000 Revolving Credit Facility

dated 24 June 2004

 

ALLEN & OVERY
Allen & Overy LLP
London


CONTENTS

     
     
Clause   Page
     
1 Interpretation 1
2 Amendments 1
3 Representations 2
4 Miscellaneous 2
5 Governing law 2
   
Schedules  
     
1 Finance Parties 3
2 Conditions precedent documents 7
3 Restated Credit Agreement 8
     
Signatories 9

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THIS AGREEMENT is dated 24 June 2005 between:

(1) VODAFONE GROUP PLC (registered number 1833679) ( Vodafone ); and
   
(2) THE FINANCIAL INSTITUTIONS listed in Part I of Schedule 1 as Mandated Lead Arrangers;
   
(3) THE FINANCIAL INSTTTUTIONS listed in Part 2 of Schedule 1 as Co-Arrangers;
   
(4) THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as Lenders;
   
(5) THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the Agent ); and
   
(6) THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH) as U.S. swingline agent (in this capacity the U.S. Swingline Agent).
   
BACKGROUND
   
(A) This Agreement is supplemental to and amends a credit agreement dated 24 June 2004 between, among others, Vodafone and the Agent (the Credit Agreement ).
   
(B) The parties to this Agreement have agreed lo amend certain terms of the Credit Agreement subject to the terms and conditions set out in this Agreement.
   
IT IS AGREED as follows:
   
1. INTERPRETATION
   
1.1 Definitions
   
(a) Capitalised terms defined in the Credit Agreement have, unless expressly defined in this Agreement, the same meaning in this Agreement
   
   
(b) Effective Date means 24 June, 2005 or such other date as Vodafone and the Agent may agree.
   
1.2 Construction
   
  The provisions of Clause 1.2 (Construction) of the Credit Agreement apply to this Agreement as though they were set out in full in this Agreement except that references to the Credit Agreement are to be construed as references to this Agreement.
   
2. AMENDMENTS
   
(a) Subject as set out below, the Credit Agreement will be amended from the Effective Date so that it reads as if it were restated in the form set out in Schedule 3 (Restated Credit Agreement).
   
(b) The Credit Agreement will not be amended by this Agreement unless the Agent notifies Vodafone and the Lenders that it has received all of the documents set out in Schedule 2 in form and substance satisfactory to the Agent on or prior to the Effective Date. The Agent must give this notification as soon as reasonably practicable.

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(c) If the Agent fails to give the notification under paragraph (b) above by the Effective Date, the Credit Agreement will not be amended in the manner contemplated by this Agreement.
   
3. REPRESENTATIONS
   
3.1 Representations
   
  The representations set out in Clause 15 (Representations and warranties) of the Credit Agreement (with the exception Clause 15.10 (Investment Company) and Clause 15.11 (ERISA)) are true as if made on the date of this Agreement with references to the facts and circumstances then existing and as if references to the Credit Agreement are references to the Credit Agreement, as amended by this Agreement and references to the Credit Agreement are to include references to this Agreement.
   
4. MISCELLANEOUS
   
(a) Each of this Agreement and the Credit Agreement, as amended by this Agreement, is a Finance Document.
   
(b) Subject to the terms of this Agreement, the Credit Agreement will remain in full force and effect and the Credit Agreement and this Agreement will be read and construed as one document.
   
(c) Each Obligor agrees that the guarantee and indemnity in Clause 14 (Guarantee) of the Credit Agreement will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents as amended by this Agreement.
   
(d) From the Effective Date (and without prejudice to any rights or obligations which may have accrued under the Credit Agreement prior to this Effective Date):
   
  (I) JPMorgan Chase Bank, N.A. will cease to be a party to the Credit Agreement as a Mandated Lead Arranger and J.P. Morgan Plc will be a Mandated Lead Arranger in its place under the Credit Agreement; and
     
  (ii) UBS AG, Stamford Branch will cease to be a party to the Credit Agreement as a Swingline Lender and UBS Loan Finance LLC will be a Swingline Lender in its place under the Credit Agreement.
   
5. GOVERNING LAW
   
  This Agreement is governed by English law.
   
This Agreement has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

FINANCE PARTIES

PART 1

MANDATED LEAD ARRANGERS

 

ABN AMRO Bank N.V.
Banc of America Securities Limited
Banco Bilbao Vizcaya Argentaria S.A.
Banco Santander Central Hispano, S.A. London Branch

Barclays Capital (the Investment Banking Division of Barclays Bank PLC)
Bayerische Hypo-und Vereinsbank AG

BNP Paribas
Calyon

Citigroup Global Markets Limited
COMMERZBANK Aktiengesellschaft, London Branch
Deutsche Bank AG London
HSBC Bank plc
ING Bank, N.V. London Branch
J.P. Morgan Plc
Lehman Commercial Paper Inc.

Lloyds TSB Bank plc
Mizuho Corporate Bank, Ltd.

Morgan Stanley Bank International Limited
National Australia Bank Limited ABN 12 004 044 937
Sumitomo Mitsui Banking Corporation Europe Limited
The Bank of Tokyo-Mitsubishi, Ltd.

The Royal Bank of Scotland plc
UBS limited
WestLB AG, London Branch

William Street Commitment Corporation

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PART 2

CO-ARRANGERS

Banca Intesa SpA
KBC Bank NV
Standard Chartered Bank
TD Bank Europe Limited
The Bank of New York

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PART 3

LENDERS

ABN AMRO Bank N.V.
Banca Intesa SpA

Banco Bilbao Vizcaya Argentaria S.A.
Banco Bilbao Vizcaya Argentaria S.A. (New York Branch)
Banco Santander Central Hispano, S.A. London Branch
Bank of America, N.A.

Barclays Bank PLC
Bayerische Elypo- und Vereinsbank AG
BNP Paribas (London Branch)
BNP Paribas, New York Branch
Calyon
Citibank, N.A.

COMMERZBANK Aktiengesellschaft, London Branch
COMMERZBANK Aktiengesellschaft, New York Branch
Deutsche Bank AG London
Deutsche Bank AG New York
HSBC Bank plc
ING Bank, N.V., London Branch
JPMorgan Chase Bank, N.A.

KBC Bank NV
Lehman Commercial Paper Inc.
Lloyds TSB Bank plc
Mizuho Corporate Bank, Ltd.
Morgan Stanley Bank
Morgan Stanley Bank International Limited
National Australia Bank Limited ABN 12 004 044 937
Standard Chartered Bank
Sumitomo Mitsui Banking Corporation Europe Limited
TD Bank Europe Limited
The Bank of New York
The Bank of Tokyo-Mitsubishi, Ltd.
The Royal Bank of Scotland plc

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The Royal Bank of Scotland plc (New York Branch)
UBS AG, London Branch
UBS Loan Finance LLC
WestLB AG, London Branch
WestLB AG, New York Branch
William Street Commitment Corporation

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SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

1. A copy of the constitutional documents of Vodafone or, if the Agent already has a copy, a certificate of an authorised signatory of Vodafone confirming that the copy in the Agent’s possession is still correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
   
2. A copy of a resolution of the board of directors of Vodafone (or a committee of its board of directors) approving the terms of, and the transactions contemplated by, this Agreement.
   
3. If applicable, a copy of a resolution of the board of directors of Vodafone establishing the committee referred to in paragraph 2 above.
   
4. A specimen of the signature of each person authorised on behalf of Vodafone to sign this Agreement.
   
5. A certificate of an authorised signatory of Vodafone certifying that each copy document specified in this Schedule is correct, complete and in full force and effect as at a date no earlier than the date or this Agreement.
   
6. A legal opinion of Allen & Overy LLP, English legal advisers to the Agent, addressed to the Finance Parties.
   
7. Evidence that all fees and expenses then due and payable from the Company in respect of this Agreement have been paid.

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SCHEDULE 3

RESTATED CREDIT AGREEMENT

 

8


5 YEAR FACILITY AGREEMENT

 

DATED 24TH JUNE, 2004

 

U.S.$5,525,000,000

 

REVOLVING CREDIT FACILITY

for

VODAFONE GROUP PLC

 

 

 

 

ALLEN & OVERY LLP

LONDON


CONTENTS
         
Clause     Page  
         
1. Interpretation 1
2. The Facilities 26
3. Purpose 29
4. Conditions Precedent 29
5. Advances 30
6. Repayment 32
7. Prepayment and Cancellation 32
8. Interest 35
9. Payments 37  
10. Taxes 40
11. Market Disruption 43
12. Increased Costs 44
13. Illegality and Mitigation 45
14. Guarantee 46
15. Representations and Warranties 49
16. Undertakings 52
17. Financial Covenant 57
18. Default 58
19. The Agents and the Arrangers 62
20. Fees 67
21. Expenses 67
22. Stamp Duties 68
23. Indemnities 68
24. Evidence and Calculations 70
25. Amendments and Waivers 70
26. Changes to the Parties 71
27. Disclosure of Information 76
28. Set-off 77
29. Pro Rata Sharing 77
30. Severability 78
31. Counterparts 78
32. Notices 78
33. Language 80
34. Jurisdiction 80
35. Governing Law 81
         
Schedule    
         
1. Lenders and Commitments 82
2. Conditions Precedent Documents 87
3. Mandatory Cost Formulae 91
4. Form of Request 94
5. Forms of Accession Documents 95
6. Form of Confidentiality Undertaking from New Lender 100
7. Form of Additional Lender’s Fee Letter 103
8. Fixed Rate Bonds and Preference Shares 105
       

 


 

      Page  
9. Lenders and Commitments 82
Part 1 Lenders and Commitments 82
Part 2 Swingline Lenders and Swingline Commitments 84
Part 3 Mandated Lead Arrangers 85
Part 4 Co-Arrangers 86
10. Conditions Precedent Documents 87
Part 1 To be Delivered before the First Advance 87
Part 2 To be Delivered by an Additional Guarantor 88
Part 3 To be Delivered by an Additional Borrower 90
11. Mandatory Cost Formulae 91
12. Form of Request 94
13. Forms of Accession Documents 95
Part 1 Novation Certificate 95
Part 2 Guarantor Accession Agreement 97
Part 3 Borrower Accession Agreement 98
Part 4 Lender Accession Agreement 99
14. Form of Confidentiality Undertaking from New Lender 100
15. Form of Additional Lender’s Fee Letter 103
16. Fixed Rate Bonds 105
           
Signatories 106

 


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THIS AGREEMENT is dated 24th June, 2004 and made BETWEEN:

(1) VODAFONE GROUP PLC (registered number 1833679) as borrower (“ Vodafone ”);
   
(2) THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as Mandated Lead Arrangers;
   
(3) THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as Co Arrangers;
   
(4) THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 as Lenders;
   
(5) THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the “ Agent ”); and
   
(6) THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH) as U.S. swingline agent (in this capacity the “ U.S. Swingline Agent ”).
   
IT IS AGREED as follows:
   
1. INTERPRETATION
   
1.1 Definitions
   
  In this Agreement:
   
 

Acquisition

   
  means the acquisition of any interest in the share capital (or equivalent) or in the business or undertaking of any company or other person (including, without limitation, any partnership or joint venture).
   
  Additional Borrower
   
  means any member of the Restricted Group which becomes an additional borrower pursuant to Clause 26.6 (Additional Borrowers) and which has not been released as a borrower in accordance with Clause 26.7 (Removal of Borrowers).
   
  Additional Guarantor
   
  means any member of the Group which at such time has become a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and has not been released in accordance with Clause 14.9 (Removal of Guarantors).
   
  Additional Lender
   
  means a financial institution or other entity which becomes an additional lender pursuant to Clause 2.7 (Additional Lenders) or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.

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  Adjusted Group Operating Cash Flow
     
  means, without double counting, in relation to any period, a sum equal to the Consolidated Group’s total operating profit or loss for continuing operations, acquisitions (as a component of continuing operations) and discontinued operations before taxation, interest and after:
     
  (a) adding depreciation;
     
  (b) adding amortisation;
     
  (c) deducting the profit or adding any loss on exceptional items which are included in the foregoing;
     
  (d) deducting any gain or adding any loss on disposal of tangible or intangible fixed assets;
     
  (e) adjusting for movements in working capital (being movements in stock, creditors, provision, and debtors);
     
  (f) adding dividends or proceeds of a similar nature received from any entity not in the Consolidated Group; and
     
  (g) excluding exceptional items,
     
  and for the avoidance of doubt excluding (other than as set out in paragraph (f) above) the results of any entity not in the Consolidated Group.
     
  Advance
   
  means a Revolving Credit Advance or a Swingline Advance.
   
  Affected Lender
   
  has the meaning given to it in Clause 2.2(c) (Overall facility limits).
   
  Affiliate
   
 

means, in relation to a person, a Subsidiary or a Holding Company of that person and any other Subsidiary of that Holding Company.

   
  Agent’s Spot Rate of Exchange
   
  means the spot rate of exchange as determined by the Agent for the purchase of the relevant Optional Currency in the London foreign exchange market with U.S. Dollars at or about 11.00 a.m. on a particular day.
   
  Agreed Percentage
   
 

means in relation to a Lender and a Swingline Advance, the amount of its Revolving Credit Commitment expressed as a percentage of the Total Commitments.

   
  All Quoting Credit Rating Agencies
   
 

has the meaning given to it in Clause 8.5(a).

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Applicable GAAP

means the generally accepted accounting principles applied in the preparation of the consolidated accounts of Vodafone for the year ended 31 March 2005.

Arranger

means a financial institution or other entity listed in Part 3 or Part 4 of Schedule 1.

Asset Disposal

means any sale, transfer, grant, lease or other disposal of an asset (which for the avoidance of doubt does not include returns to shareholders) by any member of the Controlled Group to a person outside the Controlled Group made after the Signing Date.

Available Cash

means:

(a) cash in hand and cash in deposits repayable on demand with any Qualifying Financial Institution; and
   
(b) Liquid Resources,

to the extent denominated in any freely convertible and transferable currencies, beneficially owned and unencumbered by any Security Interests other than Permitted Security Interests.

Availability Period

means the period from the Signing Date up to and including the date which is five years after the Signing Date or, if that day is not a Business Day, the preceding Business Day.

Back to Back Loan

means any Financial Indebtedness made available to a member of the Restricted Group to the extent that the economic exposure of the creditor in respect of that Financial Indebtedness (taking any related transactions together) is reduced by reason of that creditor:

(a) having recourse directly or indirectly to a deposit of cash or cash equivalent investments beneficially owned by any member of the Restricted Group placed, as part of a related transaction, with that creditor (or an Affiliate of that creditor) or a financial institution approved by that creditor; or
   
(b) having granted a funded sub-participation or similar arrangement to a member of the Restricted Group.

Borrower

means Vodafone or an Additional Borrower.

Borrower Accession Agreement

means an agreement substantially in the form of Part 3 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.

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Business Day

means a day (other than a Saturday or Sunday) on which banks and the interbank and foreign exchange markets are open for general business in:

(a) London; and
   
(b) if a payment is required in U.S. Dollars, New York; or if a payment is required in euro, a TARGET Day.

Change of Control

has the meaning given to it in Clause 7.4 (Change of Control).

Combined Commitments

means the aggregate of the Total Commitments under this Agreement and the Total Commitments under and as defined in the 7 Year Facility.

Combined Swingline Commitments

means the aggregate of the Swingline Total Commitments under this Agreement and the Swingline Total Commitments under and as defined in the 7 Year Facility.

Commitment

means a Revolving Credit Commitment or a Swingline Commitment, in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.

Consolidated Group

means Vodafone (or, following a Hive Up, NewTopco), its IFRS Consolidated Subsidiaries and Joint Ventures.

Consolidated Subsidiaries

means those Subsidiaries of Vodafone (or, following the Hive Up, NewTopco) which would be required to be consolidated in the consolidated accounts of Vodafone (or, following the Hive Up, NewTopco) in accordance with Applicable GAAP.

Contractual Currency

has the meaning given to it in Clause 23.1(a) (Currency indemnity).

Controlled Group

means Vodafone (or, following a Hive Up, NewTopco) and its Controlled Subsidiaries.

Controlled Subsidiaries

means, those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) in which Vodafone or NewTopco, as the case may be, controls more than 50% of such Subsidiaries voting rights and has recourse to all of the day to day cash flows of the Subsidiary. Until the first certificate is given by Vodafone to the Agent in accordance with Clause 16.2(c) (Financial information) (in respect of the financial year ended 31 March 2005), the Controlled Subsidiaries include, without limitation, the following operating Subsidiaries as at 1 June 2005: Arcor AG & Co.; Europolitan Vodafone AB; Mobifon S.A.; Oskar Mobil a.s.; Vodafone Albania Sh.A; Vodafone D2 GmbH; Vodafone Egypt Telecommunications S.A.E; Vodafone España S.A.; Vodafone Hungary Mobile Telecommunications Ltd; Vodafone Ireland Limited; Vodafone K.K.; Vodafone Libertel N.V.; Vodafone Limited; Vodafone Malta Limited; Vodafone New Zealand Limited; Vodafone Omnitel N.V.; Vodafone-Panafon Hellenic Telecommunications Company S.A. and Vodafone Portugal-Comunicações Pessoais S.A..

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Controlled USA Group

means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any U.S. Obligor, are treated as a single employer under Section 414(b) or (c) of the U.S. Code.

Core Jurisdictions

are member states of the European Union as at 1 May 2005 (being Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden and the UK), Japan, United States, Australia, New Zealand, Canada and Switzerland and any other states which become members of the European Union after 1 May 2005 provided that Vodafone has notified the Agent in writing of its agreement to their inclusion in this definition of Core Jurisdictions.

Credit Rating Agency

has the meaning given to it in Clause 8.5 (Margin).

Default

means (a) an Event of Default or (b) an event which, with the expiry of any grace period or giving of any notice specified in Clause 18.2 (Non-payment), 18.3 (Breach of other obligations), 18.5 (Cross default), 18.6 (Winding up), 18.8 (Enforcement proceedings) or 18.10 (Similar proceedings) would constitute an Event of Default.

Default Margin

has the meaning given to it in Clause 8.3 (Default interest).

Default Rate

has the meaning given to it in Clause 8.3 (Default interest).

Designated Term

has the meaning given to it in Clause 8.3(a)(ii) (Default interest).

Discharged Obligations

has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).

Discharged Rights

has the meaning given to it in Clause 26.4(c)(iii) (Procedure for novations).

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Disruption Event

means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the payment transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or
   
(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
   
  (i)  from performing its payment obligations under the Finance Documents; or
     
  (ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Drawdown Date

means the date for the making of an Advance.

ERISA

means the U.S. Employee Retirement Income Security Act of 1974, as amended (or any successor legislation thereto), and any rule or regulation issued thereunder from time to time in effect.

EURIBOR

means in relation to any Advance or unpaid sum in euro:

(a) the percentage rate per annum of the offered quotation for deposits in euro determined by the Banking Federation of the European Union for a period equal or comparable to the Required Period which appears on Telerate Page 248 at or about 11.00 a.m. Brussels time on the applicable Rate Fixing Day; or
     
(b) if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks (provided at least two Reference Banks are quoting) as the rate at which it is offered deposits in euro and for the Required Period by prime banks in the European interbank market at or about 11.00 a.m. Brussels time on the Rate Fixing Day for such period,
     
and for the purposes of this definition:
     
  (i) Required Period ” means the Term of such Advance for Revolving Credit Advances, or the period in respect of which EURIBOR falls to be determined in relation to any unpaid sum; and

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  (ii) Telerate Page 248 ” means the display designated as Page 248 on the Telerate Service (or such other pages as may replace Page 248 on that service or such other service as may be nominated by the Banking Federation of the European Union (including the Reuter’s Screen) as the information vendor for the purposes of displaying the Banking Federation of the European Union rates for deposits in euro).

Event of Default

means an event specified as such in Clause 18 (Default).

Existing Commitment

has the meaning given to it in Clause 16.8(a)(i) (Priority borrowing).

Existing Lender

has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).

Existing Parties

has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).

Facility

means any of the facilities to draw Revolving Credit Advances, or Swingline Advances referred to in Clause 2.1 (Facilities).

Facility Office

means the office(s) notified by a Lender to the Agent:

(a) on or before the date it becomes a Lender; or
   
(b) by not less than five Business Days’ notice,

as the office(s) through which it will perform all or any of its obligations under this Agreement.

Federal Funds Rate

means, on any day:

(a) the rate per annum determined by the U.S. Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) at or about 1.00 p.m. (New York City time) on that day; or
   
(b) if such rate is not published at such time, the rate for such day will be the arithmetic mean as determined by the U.S. Swingline Agent of the rates for the last transaction in overnight Federal funds arranged prior to noon (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the U.S. Swingline Agent.

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Fee Letters

     
 

means each letter:

     
  (a) dated on or about the date of this Agreement between the Agent and Vodafone; and
     
  (b) dated on or about the date of this Agreement between the Original Lenders as at the Signing Date and Vodafone; and
     
  (c) (if applicable) entered into between an Additional Lender and Vodafone substantially in the form of Schedule 7,
     
 

in each case setting out the amount of various fees referred to in Clause 20.2 (Agent’s fee) or 20.3 (Front-end fees).

     
 

Final Maturity Date

     
 

means the last day of the Availability Period.

     
 

Finance Document

     
  means this Agreement, each Fee Letter, Novation Certificate, Borrower Accession Agreement and Guarantor Accession Agreement and any other document agreed in writing as such by the Agent and Vodafone.
     
 

Finance Party

     
 

means an Arranger, a Lender, the Agent or the U.S. Swingline Agent.

     
 

Financial Indebtedness

     
 

means any indebtedness in respect of:

     
  (a) moneys borrowed or raised by way of loan or redeemable preference shares or in the form of any debenture, bond, note, loan stock, commercial paper or similar instrument;
     
  (b) any acceptance credit, bill-discounting, note purchase or documentary credit facility;
     
  (c) any finance lease;
     
  (d) any receivables purchase, factoring or discounting arrangement under which there is recourse in whole or in part to any member of the relevant group;
     
  (e) any other transaction having the commercial effect of a borrowing; and
     
  (f) any guarantees or other legally binding assurance against financial loss in respect of the indebtedness of any person arising under an obligation falling within (a) to (e) above (but, for the avoidance of doubt, excluding any guarantees in respect of indebtedness falling within (i) to (v) below),
     
  but without double counting and excluding (i) preference shares which are not accounted for as indebtedness under IFRS GAAP, (ii) any convertible or exchangeable debt which must or, at the option of the issuer, may be converted or exchanged without condition (other than the availability of sufficient authorised share capital of the issuer), prior to or upon the date any amount of principal would otherwise fall due in respect of that debt, into equity share capital or preference shares, which in each case are not redeemable on or before the Final Maturity Date, (iii) deferred consideration in respect of the cost of Acquisitions, (iv) obligations of any member of the relevant group arising under any form of exchangeable, convertible, option or other similar instrument issued by that member of the relevant group in connection with a transaction the commercial effect of which is to effect the disposal by that member of the relevant group of shares or partnership or other ownership interests in any other person or entity (whether or not having a separate legal identity), provided that any such instrument may not, on or prior to the Final Maturity Date, be converted (whether by acceleration, maturity or otherwise) into cash or any other instrument constituting or evidencing Financial Indebtedness and (v) for the avoidance of doubt, derivatives primarily entered into to manage currency, credit or interest rate risks or to assist in purchasing or selling shares.

 

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Fitch

     
 

means Fitch Investors Services Inc.

     
 

Group

     
 

means Vodafone and its Consolidated Subsidiaries or, following a Hive Up, NewTopco and its Consolidated Subsidiaries (and “ Member of the Group ” means any of them).

     
  Guarantor
     
 

means each of:

     
  (a) Vodafone; and
     
  (b) each Additional Guarantor.
     
 

Guarantor Accession Agreement

     
  means a deed substantially in the form of Part 2 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.

 

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Hive Up

     
  means a reorganisation by way of a scheme of arrangement (other than in an insolvency) or otherwise under which Vodafone becomes a Subsidiary of NewTopco, NewTopco controls (directly or indirectly) all of the voting rights in Vodafone (other than any voting rights in Vodafone in respect of the 50,000 7 per cent. fixed rate shares issued in 1999 or any other voting rights in Vodafone held by holders of a class of capital issued by Vodafone, where such voting rights relate only to any variation in the rights attaching to that class of capital issued by Vodafone) and NewTopco becomes the listed ultimate Holding Company of the Group.
     
 

Holding Company

     
 

means in relation to a person, an entity of which that person is a Subsidiary.

     
 

IFRS Consolidated Subsidiaries

     
  means those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) which would be required to be fully consolidated (which excludes proportionate consolidation) in the consolidated accounts of Vodafone (or, following a Hive Up, NewTopco) in accordance with IFRS GAAP.
     
 

IFRS GAAP

     
  means the generally accepted accounting principles applied in the preparation of the IFRS consolidated audited accounts of Vodafone for the year ended 31 March 2005 or later audited accounts, if notified by Vodafone in writing to the Agent within three months (or such longer period as may be agreed by the Agent) of publication of such audited accounts, or until such date as the IFRS consolidated audited accounts for the year ended 31 March 2005 are published, the IFRS accounting principles applied to Vodafone’s consolidated accounts for 31 March 2004 published by Vodafone in the press release entitled ǓUpdate on adoption of international accounting standards” dated 20 January 2005.
     
 

Intermediate Holding Company

     
 

means in relation to Vodafone, an entity (other than NewTopco) which is a Subsidiary of NewTopco and of which Vodafone is a Subsidiary.

     
 

Joint Venture

     
  means an entity (which is not an IFRS Consolidated Subsidiary) in which any member of the Consolidated Group holds a long term interest and shares control under a contractual arrangement where each venturer has a veto over policy decisions and which is, or would be, accounted for on a proportionate basis under IFRS GAAP.
     
 

Lender

     
 

means each Original Lender and each Additional Lender (if any).

     
 

Lender Accession Agreement

     
 

means an agreement substantially in the same form of Part 4 of Schedule 5 or with such amendments as the Agent may approve or may reasonably require.

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LIBOR

     
 

means in relation to any Advance or unpaid sum in Sterling or U.S. Dollars:

     
  (a) the percentage rate per annum of the offered quotation for deposits in the currency of the relevant Advance or unpaid sum for a period equal or comparable to the Required Period which appears on Telerate Page 3750 at or about 11.00 a.m. on the applicable Rate Fixing Day; or
     
  (b) if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks quoting (provided that at least two Reference Banks are quoting) as the rate at which it is offered deposits in the required currency and for the Required Period by prime banks in the London interbank market at or about 11.00 a.m. on the Rate Fixing Day for such period,
     
 

and for the purposes of this definition:

     
  (i) Required Period ” means the Term of such Advance for Revolving Credit Advances or the period in respect of which LIBOR falls to be determined in relation to any unpaid sum; and
     
  (ii) Telerate Page 3750 ” means the display designated as Page 3750 on the Telerate Service (or such other pages as may replace page 3750 on that service or such other service as may be nominated by the British Bankers’ Association (including the Reuters Screen) as the information vendor for the purposes of displaying British Bankers’ Association Interest Settlement Rates for deposits in the currency concerned).
     
 

Liquid Resources

     
 

means a current asset investment held as a readily disposable store of value which can be disposed of without curtailing or disrupting the business of the disposer and which is either:

     
  (a) readily convertible into a known amount of cash at or close to its carrying value; or
     
  (b) traded in an active market.
     
 

Long Term Credit Rating Assigned to Vodafone

     
 

has the meaning given to it in Clause 8.5(d) (Margin).

   
 

Majority Lenders

   
 

means, at any time:

     
  (a) Lenders whose Revolving Credit Commitments aggregate more than 60 per cent. of the Total Commitments; or
     
  (b) if the Total Commitments have been reduced to zero, Lenders whose Revolving Credit Commitments aggregated more than 60 per cent. of the Total Commitments immediately before the reduction.

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Mandatory Cost

     
 

means in relation to an Advance (other than a Swingline Advance), the percentage rate per annum calculated by the Agent in accordance with Schedule 3.

     
 

Margin

     
 

in relation to an Advance at any time, means the percentage rate per annum determined to be the Margin applicable to that Advance in accordance with Clause 8.5 (Margin).

     
 

Maturity Date

     
 

means the last day of the Term of:

     
  (a) a Revolving Credit Advance; or
     
  (b) a Swingline Advance.
     
 

Member of the Group

     
 

has the meaning given to it in the definition of Group.

     
 

Moody’s

     
 

means Moody’s Investors’ Service, Inc.

     
  Multi-employer Plan
     
 

means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA to which any U.S. Obligor or any member of the Controlled USA Group has an obligation to contribute.

     
 

Net Debt

   
  means at any time, Total Gross Borrowings less Available Cash, both at that time. Net Debt for any Ratio Period will be calculated as the aggregate of Net Debt outstanding on the last day of each month during the relevant Ratio Period (as shown in Vodafone’s, or following a Hive Up, NewTopco’s, consolidated management accounts prepared at the end of each month during the relevant Ratio Period) divided by the number of months during the relevant Ratio Period.
   
 

NewTopco

   
 

means a company used for the purposes of a Hive Up.

   
 

New Lender

   
 

has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).

   
 

New York Business Day

   
 

means a day (other than a Saturday or Sunday) on which banks are open for business in New York.

   
 

Novation Certificate

   
 

has the meaning given to it in Clause 26.4(a)(i) (Procedure for novations).

   
 

Obligor

   
 

means each Borrower and each Guarantor.

   
 

Operating Cash Flow

   
  means, without double counting, total operating profit or loss for continuing operations before taxation, interest and after (i) adding depreciation, (ii) adding amortisation, (iii) deducting the profit or adding the loss on exceptional items which are included in the foregoing, (iv) deducting any gain or adding any loss on disposal of tangible or intangible fixed assets, (v) adjusting for movements in working capital (being movements in stock, creditors, provisions and debtors) and (vi) excluding exceptional items.
   
 

Optional Currency

   
 

means, in relation to any Advance or proposed Advance, Sterling or euro.

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Original Dollar Amount

means:

(a) the principal amount of an Advance denominated in U.S. Dollars; or
   
(b) the principal amount of an Advance denominated in any other currency, translated into U.S. Dollars on the basis of the Agent’s Spot Rate of Exchange on the date of receipt by the Agent of the Request for that Advance.

Original Lender

means a financial institution or other entity listed in Part 1 or Part 2 of Schedule 1 or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.

Overdue Amount

has the meaning given to it in Clause 8.3(a) (Default interest).

Participating Member State

means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

Party

means a party to this Agreement.

PBGC

means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor.

Permitted Security Interest

means:

(a) any Security Interest arising out of retention of title provisions or created or subsisting over documents of title, insurance policies (including any export credit agencies’ agreements) and sale contracts in relation to commercial goods in each case created or made in the ordinary course of business to secure the purchase price of such goods or loans to finance such purchase price; or
 
(b) any Security Interest over any assets acquired by a member of the Restricted Group after 1 May 2005 (and/or over the assets of any person that becomes a member of the Restricted Group after 1 May 2005) provided that:
 
  (i)   any such Security Interest is in existence before such acquisition or before such person becomes a member of the Restricted Group and is not created in contemplation of such acquisition or such person becoming a member of the Restricted Group; and

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  (ii) to the extent that the aggregate principal amount secured by such Security Interest upon such acquisition or such person becoming a member of the Restricted Group thereafter exceeds (measured in the same currency) the amount available to be drawn (assuming all drawdown conditions will be met) under the relevant commitment existing at the time of such acquisition or such person becoming a member of the Restricted Group, such Security Interest shall not fall within this paragraph (b);
     
  for the purposes of this paragraph (b) Restricted Group shall not include any companies which have become members of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include any other states which become members of the European Union after 1 May 2005; or
   
(c) any Security Interest created for the purpose of securing obligations of Vodafone (or, following a Hive Up, NewTopco) or any member of the Restricted Group under any agreement (including, without limitation, any agreement under Section 106 of the Town and Country Planning Act 1990 or Section 111 of the Local Government Act 1972) entered into with a local or other public authority and related to the development or maintenance of property owned by Vodafone (or, following a Hive Up, NewTopco) or any member of the Restricted Group; or
   
(d) any Security Interest created on or subsisting over any asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to the standard terms and procedures of the relevant clearing house applicable in the normal course of trading; or
   
(e) any Security Interest which arises in connection with any cash management, set-off or netting arrangements made between banks or financial institutions and any member(s) of the Restricted Group in the ordinary course of business; or
   
(f) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Restricted Group is prosecuting or defending such action in the bona fide interest of the Controlled Group; or
   
(g) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings; or
   
(h) any Security Interest which arises by operation of law in the ordinary course of trading and securing an amount not more than 45 days overdue or which is being contested in good faith on the basis of favourable legal advice; or
   
(i)   any Security Interest over shares in entities which are not members of the Restricted Group which do not secure Financial Indebtedness of the Restricted Group (or over shares and/or other ownership interests in and/or loans to entities which are Project Finance Subsidiaries to secure Project Finance Indebtedness); or
   
(j)   to the extent they constitute Security Interests (or to the extent that the relevant transaction includes the creation of any Security Interest over the assets which are the subject of the finance lease), finance leases in respect of existing or future assets; or

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(k) any Security Interest comprising a right of set-off which arises by agreement between parties providing mutual rights of set-off or operation of law or by agreement having substantially the same effect; or
   
(l)   any Security Interest for taxes, assessments or charges not yet due or that are being contested in good faith by appropriate proceedings and (unless the amount thereof is not material to the Consolidated Group’s financial condition) for which adequate reserves are being maintained (in accordance with generally accepted accounting principles); or
   
(m) deposits or pledges to secure obligations under workers’ compensation, social security or similar laws, or under unemployment insurance; or
   
(n) any Security Interest created with the prior written consent of the Majority Lenders; or
   
(o) any Security Interest over deposits of cash or cash equivalent investments securing (directly or indirectly) Financial Indebtedness under (i) finance or structured tax lease arrangements as described in paragraph (b) of Clause 16.8 (Priority borrowing) or (ii) Back to Back Loans; or
   
(p) any Security Interest securing Project Finance Indebtedness over the assets (or the income, cash flow or other proceeds deriving from the assets) which are the subject of that Project Finance Indebtedness; or
   
(q) any Security Interest (a “ Substitute Security Interest ”) which replaces any other Security Interest permitted under (a) to (p) above inclusive and which secures an amount not exceeding the principal amount secured by such permitted Security Interest (or, in the case of paragraph (b) above, the amount available to be drawn, assuming all drawdown conditions will be met) at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security Interest is created or arises and any related fees or expenses provided that the existing Security Interest to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or prior to the time of such Substitute Security Interest being created or arising; or
   
(r) any Security Interest over the shares or other interests as described in paragraph (iv) of the last paragraph of the definition of Financial Indebtedness securing indebtedness of a kind referred to in that paragraph; or
   
(s) any Security Interest created (i) between Obligors (including by an Obligor to a member of the Restricted Group which concurrently becomes an Obligor) or (ii) by a member of the Restricted Group which is not an Obligor in favour of an Obligor or to another member of the Restricted Group; or
   
(t)   any Security Interest over Available Cash created in the ordinary course of business to secure obligations, liabilities or performance criteria in relation to any mobile telecommunications licence where such Security Interest is required to be in compliance with the requirements of the relevant telecommunications regulator or an associated governmental or regulatory body; or

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(u) any Security Interest over Available Cash created to defease (directly or indirectly) Financial Indebtedness in the form of debentures, bonds, notes, loan stock, or other similar instruments issued by a Controlled Subsidiary where (A) such Financial Indebtedness was either in existence at the Signing Date or (B) if the Subsidiary became a Controlled Subsidiary after the Signing Date such Financial Indebtedness existed at the time that the Controlled Subsidiary became a part of the Controlled Group and was not created in contemplation of that Controlled Subsidiary becoming part of the Controlled Group; or
   
(v) any other Security Interest (in addition to those listed in (a) to (u) above) where the aggregate principal amount secured by all such Security Interests does not exceed £1,500,000,000 or its equivalent.

Plan

means an “employee benefit plan” as defined in Section 3(3) of ERISA.

Prime Rate

means the prime commercial lending rate for U.S. Dollars from time to time announced by the U.S. Swingline Agent. Each change in the interest rate on a Swingline Advance which results from a change in the Prime Rate becomes effective on the day on which the change in the Prime Rate becomes effective.

Principal Subsidiary

means, from the date that each notice is given by Vodafone to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d) the four Controlled Subsidiaries which are members of the Restricted Group whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions (excluding for this purpose any Subsidiaries whose principal activity is to act as a Holding Company of other Subsidiaries) that had the largest, if positive or smallest if negative Operating Cash Flow in the previous financial year of Vodafone or, following the Reorganisation Date, NewTopco.

Until the first notice is given by Vodafone to the Agent (in respect of the financial year ended 31 March 2005), the Principal Subsidiaries are Vodafone Limited, Vodafone D2 GmbH, Vodafone Omnitel N.V. and Vodafone K.K. being Vodafone’s principal subsidiaries operating in UK, Germany, Italy and Japan, respectively.

For the purposes of this definition, until such new notice is given by Vodafone to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d), if any Principal Subsidiary sells, transfers, merges into or with or otherwise disposes of the majority of its undertakings or assets whether by a single transaction or a number of related transactions (unless such Principal Subsidiary is the surviving entity following such merger) (the “Seller”) to any member of the Restricted Group (the “Purchaser”), then from the date of the relevant sale, transfer, merger or disposal the Purchaser shall be deemed to become a Principal Subsidiary and the Seller shall no longer be deemed to be a Principal Subsidiary.

On the date of each notice given by Vodafone (or as the case may be, NewTopco) to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d), any Subsidiary which is identified as a Principal Subsidiary in the relevant notice, which was not identified as such in the immediately preceding notice, shall be deemed to immediately replace any Subsidiary which was a Principal Subsidiary immediately prior to the delivery of the notice and which is not named in such notice.

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Project Finance Indebtedness

means any Financial Indebtedness which finances or otherwise relates to the acquisition, development, ownership and/or operation of an asset or combination of assets whether directly or indirectly, where the Financial Indebtedness is incurred pursuant to facilities available prior to the date the relevant entity becomes a member of the Controlled Group (and not created in contemplation of the acquisition):

(a) which is incurred by a Project Finance Subsidiary; or
   
(b) in respect of which the person or persons to whom such borrowing is or may be owed by the relevant debtor (whether or not a member of the Controlled Group) has or have no recourse whatsoever to any member of the Controlled Group (other than to a Project Finance Subsidiary) for any payment or repayment in respect thereof other than:
     
  (i)   recourse to such debtor for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset or assets; and/or
     
  (ii) recourse to such debtor for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness in an enforcement of any Security Interest given by such debtor over such asset or assets or the income, cash flow or other proceeds deriving from the asset (or given by any shareholder or the like in the debtor over its shares and/or other ownership interest in and/or loans to the debtor) to secure such Financial Indebtedness or any recourse referred to in paragraph (iii) below, provided that:
       
    (A) the extent of such recourse to such debtor is limited solely to the amount of any recoveries made on any such enforcement; and
       
    (B) such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up or dissolution of the debtor or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of the debtor or any of its assets (save only for the assets the subject of that Security Interest); and/or
       
  (iii)   recourse:
       
    (A) to such debtor generally, or directly or indirectly to a member of the Controlled Group, under any form of assurance, undertaking or support which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specific way) for breach of an obligation (not being a payment obligation or any obligation to procure payment by another or an indemnity in respect thereof or any obligation to comply or procure compliance by another with any financial ratios or other tests of financial condition) by the person against whom such recourse is available; and/or
       

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      (B) to shares and/or other ownership interest in and/or loans to and/or the assets of such debtor and/or any Project Finance Subsidiary owned by a member of the Controlled Group; or
         
  (c)

which the Majority Lenders have agreed in writing to treat as Project Finance Indebtedness.

         
  Project Finance Subsidiary
     
  means any member of the Controlled Group which becomes a member of the Controlled Group after the Signing Date:
     
  (a) whose principal assets and business are constituted by the ownership, acquisition, development and/or operation of any asset or combination of assets whether directly or indirectly; and
     
  (b) none of whose Financial Indebtedness in respect of the financing of the ownership, acquisition, development and/or operation of any such asset benefits from any recourse whatsoever (including, without limitation, any obligation to subscribe for equity or provide loans) to any member of the Controlled Group (other than such person or another Project Finance Subsidiary) in respect of any payment or repayment in respect thereof, except as expressly referred to in paragraph (b)(iii) of the definition of “Project Finance Indebtedness”; and
     
  (c)

which has been designated as such by Vodafone by written notice to the Agent.

     
  Qualifying Financial Institution
       
  means any bank or financial institution that as part of its business generally receives deposits or other repayable funds and grants credits for its own account.
       
  Qualifying Lender
       
  means a Lender which is beneficially entitled to interest payable to that Lender in respect of an Advance and is:
       
  (a) a Lender:
       
    (i) which is a bank (as defined for the purpose of Section 349 of the Taxes Act) making an Advance under this Agreement; or
       
    (ii) in respect of an Advance made under this Agreement by a person that was a bank (as defined for the purpose of Section 349 of the Taxes Act) at the time that that Advance was made,
       
    and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that Advance at the time payments are made; or

 

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  (b) a Treaty Lender.
     
  Rate Fixing Day
     
  means:
     
  (a) the Drawdown Date for an Advance denominated in Sterling; or
     
  (b) the second TARGET Day before the Drawdown Date for an Advance denominated in euro; or
     
  (c) the second Business Day before the Drawdown Date for an Advance denominated in U.S. Dollars,
     
  or such other day as the Agent, after consultation with Vodafone and the Lenders, may designate as market practice in the relevant interbank market for leading banks to give quotations in the relevant currency for delivery on the relevant Drawdown Date.
     
  Ratio Period
     
  has the meaning given to it in Clause 17.2 (Calculation times and periods).
     
  Recovering Finance Party
     
  has the meaning given to it in Clause 29.1 (Redistribution).
     
  Recovery
     
  has the meaning given to it in Clause 29.1 (Redistribution).
     
  Redistribution
     
  has the meaning given to it in Clause 29.1(c) (Redistribution).
     
  Reference Banks
     
  means, subject to Clause 26.8 (Reference Banks), the principal London offices of BNP Paribas, Barclays Bank PLC, Citibank, N.A. and The Royal Bank of Scotland plc.
     
  Reference Bond
     
  has the meaning given to it in Clause 8.5(d) (Margin).
     
  Relevant Tax
     
  means any tax imposed or levied by or in (or by any political sub-division or taxing authority of any of the following):
     
  (a) the UK;
     
  (b) the United States; or
     
  (c) any other jurisdiction in or through which any payment under the Finance Documents is made.

 

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  Reportable Event
     
  means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the U.S. Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the U.S. Code.
     
  Reorganisation Date
     
  means the date NewTopco or any other Intermediate Holding Company acquires any shares or assets (other than the shares in Vodafone acquired pursuant to the Hive Up) in circumstances where the aggregate market value of the assets of Vodafone (as determined by Vodafone (acting reasonably)) immediately following the acquisition is an amount which represents 95 per cent. or less of the aggregate market value of the assets of NewTopco (as determined by Vodafone (acting reasonably)) at that time.
     
  Request
     
  means a request made by a Borrower to utilise a Facility, substantially in the form of Schedule 4 (or in such other form as may be agreed by the Agent and Vodafone).
     
  Requested Amount
     
  means the amount requested in a Request.
     
  Reserve Asset Costs
     
  means in relation to any Advance for any period:
     
    (a) for any Lender lending from a Facility Office in the United Kingdom, the Mandatory Cost (to the extent notified by any Lender in accordance with Clause 8.1 (Interest rate for all Advances) as applicable to that Advance); or
       
    (b) for any Lender lending from a Facility Office in a Participating Member State the cost, if any, notified by any Lender to the Agent as the cost (expressed as a percentage of that Lender’s participation made in all Advances made from that Facility Office) to it of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
       
    Restricted Group
     
  means Vodafone, NewTopco (following the Reorganisation Date) and any Controlled Subsidiary (other than a Project Finance Subsidiary) of Vodafone or, following the Reorganisation Date, NewTopco:
     
  (a) whose principal operations or assets are located in a Core Jurisdiction; and/or
     
  (b) whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions,
     
 

but excludes any Controlled Subsidiary whose principal business is satellite telecommunications, cable or fixed line telecommunications.

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Revolving Credit Advance

     
 

means an advance (other than a Swingline Advance) made to a Borrower by the Revolving Credit Lenders under the Revolving Credit Facility.

     
 

Revolving Credit Commitment

     
 

means:

     
  (a) in respect of an Original Lender, the amount in U.S. Dollars set opposite the name of that Lender in Part 1 of Schedule 1; and
     
  (b) in respect of an Additional Lender, the amount in U.S. Dollars set out as a Revolving Credit Commitment in the relevant Lender Accession Agreement,
     
 

in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.

   
 

Revolving Credit Facility

   
 

means the multicurrency revolving credit facility referred to in a Clause 2.1(a) (Facilities).

   
 

Revolving Credit Lender

   
 

means, subject to Clause 26.2 (Transfers by Lenders), a Lender listed in Part 1 of Schedule 1 in its capacity as a participant in the Revolving Credit Facility and/or an Additional Lender.

   
 

Rollover Advance

   
 

means any Advance (other than a Swingline Advance) made during the Availability Period which is drawn down to refinance in whole or in part any outstanding Advance (other than a Swingline Advance) where, after making and applying the proceeds of that Advance, the aggregate principal amount outstanding under the Revolving Credit Facility is not greater than the aggregate amount outstanding under that Facility immediately prior to that Advance being made.

   
 

S&P

   
 

means Standard & Poor’s Corporation.

   
 

Security Interest

   
 

means any mortgage, charge, assignment by way of security, pledge, lien or other security interest securing any obligation of any person.

   
 

Signing Date

   
 

means the date of this Agreement.

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Single Employer Plan

     
 

means a Plan which is maintained by any U.S. Obligor or any member of the Controlled USA Group for employees of Vodafone or any member of the Controlled USA Group.

     
 

Subsidiary

     
 

means:

     
  (a) a subsidiary within the meaning of Section 736 of the Companies Act 1985 (as amended by Section 144 of the Companies Act 1989) as in force at the Signing Date; and
     
  (b) unless the context otherwise requires, a subsidiary undertaking within the meaning of Section 258 of the Companies Act 1985 (as inserted by Section 21 of the Companies Act 1989) as in force at the Signing Date.
     
 

Substitute Security Interest

     
 

has the meaning given to it in the definition of Permitted Security Interest, sub clause (q).

     
 

Swingline Advance

     
 

means an advance made to a Borrower by the Swingline Lenders under the Swingline Facility.

     
 

Swingline Affiliate

     
 

means, in relation to a Lender, any Swingline Lender that is an Affiliate of that Lender and which is notified to the Agent and the U.S. Swingline Agent by that Lender in writing to be its Swingline Affiliate.

     
 

Swingline Commitment

     
 

means:

     
  (a) in respect of a Swingline Lender which is an Original Lender, the amount in U.S. Dollars set opposite its name in Part 2 of Schedule 1; and
     
  (b) in respect of a Swingline Lender which is an Additional Lender, the amount in US Dollars set out as a Swingline Commitment in the relevant Lender Accession Agreement,
     
 

in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.

   
 

Swingline Facility

   
 

means the committed U.S. Dollar swingline facility referred to in Clause 2.1(b) (Facilities).

   
 

Swingline Lender

   
 

means, subject to Clause 26.2 (Transfers by Lenders), an Original Lender listed in Part 2 of Schedule 1 or an Additional Lender in respect of which a Swingline Commitment is specified in the relevant Lender Accession Agreement.

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Swingline Rate

means, on any day, the higher of:

(a) the Prime Rate; and
   
(b) the aggregate of the Federal Funds Rate and 0.50 per cent. per annum,

on that day.

Swingline Total Commitments

means the aggregate for the time being of the Swingline Commitments, being U.S.$3,000,000,000 at the date of this Agreement or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000.

TARGET Day

means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is operating.

Tax Credit

has the meaning given to it in Clause 10.6 (Refund of Tax Credits).

Tax on Overall Net Income

in relation to a Finance Party, means any tax on the overall net income, profits or gains of that Finance Party or any of its Holding Companies (or the overall net income, profits or gains of a division or branch of that Finance Party or any of its Holding Companies).

Tax Payment

has the meaning given to it in Clause 10.6 (Refund of Tax Credits).

Taxes Act

means the Income and Corporation Taxes Act 1988.

Term

means the period selected by a Borrower in a Request for which the relevant Revolving Credit Advance or Swingline Advance is to be outstanding.

Total Commitments

means the aggregate for the time being of the Revolving Credit Commitments, being, at the date of this Agreement, U.S.$5,525,000,000 or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000 (including the Swingline Total Commitments but without double counting).

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Total Gross Borrowings

means at any time, the aggregate outstanding principal amount of Financial Indebtedness of the Consolidated Group.

Treaty Lender

means a Lender which is (i) resident (as such term is defined in the appropriate double taxation treaty) in a country with which the United Kingdom has an appropriate double taxation treaty under which residents of that country are entitled to complete exemption from United Kingdom tax on interest and is entitled to apply under the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 to have interest paid to its Facility Office without withholding or deduction for or on account of United Kingdom taxation; and (ii) does not carry on business in the United Kingdom through a permanent establishment with which the investments under this Agreement in respect of which the interest is paid are effectively connected; and for this purpose “ double taxation treaty ” means any convention or agreement between the government of the United Kingdom and any other government for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains.

UK ” or “ United Kingdom

means the United Kingdom of Great Britain and Northern Ireland (but excluding, for the avoidance of doubt, the Channel Islands).

United States

means the United States of America.

U.S. Code

means the United States Internal Revenue Code of 1986 (as amended).

U.S. Obligor

means any Obligor which is incorporated in the United States or any State thereof (including the District of Columbia).

U.S. Tax Obligor

means any Obligor which makes a payment of interest, the receipt of which would be considered to be U.S. source income under Section 861 of the U.S. Code.

2003 Facility

has the meaning given to it in Clause 4.1(b).

7 Year Facility

means the US$4,675,000,000 multi currency revolving seven year facility dated 24 June 2005 and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent.

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1.2 Construction
   
(a) In this Agreement, unless the contrary intention appears, a reference to:
     
  (i) agreed form ” means, in relation to any document, such document in a form previously agreed in writing by or on behalf of the Agent and Vodafone;
     
    assets ” of any person includes all or any part of that person’s business, operations, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;
     
    an “ authorisation ” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notarisation;
     
    Barclays Capital ” means Barclays Capital, the investment banking division of Barclays Bank PLC;
     
    a “ finance lease ” has the meaning given to it in IAS 17 as in effect at 1 April 2005;
     
    indebtedness ” is a reference to any obligation for the payment or repayment of money, whether as principal or surety and whether present or future, actual or contingent;
     
    a “ month ” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that month;
     
    a “ regulation ” includes any regulation, rule, official directive, request or guideline (in each case, whether or not having the force of law, but if not having the force of law, is generally complied with by the persons to whom it is addressed) of any governmental or supranational body, agency, department or regulatory, self-regulatory authority or organisation; and
     
    a reference to the currency of a country is to the lawful currency of that country for the time being, “ £ ” and “ Sterling ” is a reference to the lawful currency of the United Kingdom for the time being, “ U.S.$ ” and “ U.S. Dollars ” is a reference to the lawful currency of the United States for the time being and “ euro ” and “ ” is a reference to the lawful currency of those member states of the European Communities that adopt or have adopted the euro under the legislation of the European Community for Economic and Monetary Union;
     
  (ii)   a provision of a law is a reference to that provision as amended or re-enacted;
     
  (iii)   a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;
     
  (iv) a person includes its successors, transferees and assigns;
     
  (v) a Finance Document or another document is a reference to that Finance Document or that other document as novated or, with the approval of Vodafone, amended or supplemented; and
     
  (vi) a time of day is a reference to London time.

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(b) Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
     
(c)   The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.
     
(d) (i) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999;
     
  (ii) Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of that Finance Document.
     
(e) References to the Commitment of Morgan Stanley Bank International Limited in relation to the Facility shall be construed as references to the aggregate Commitment in relation to the Facility of Morgan Stanley Bank International Limited and Morgan Stanley Bank (in such proportions as Morgan Stanley Bank International Limited notifies to the Agent from time to time) and Morgan Stanley Bank is a party to this Agreement as a Lender to give effect to such Commitment (as so notified).
     
2.   THE FACILITIES
     
2.1 Facilities
     
  Subject to the terms of this Agreement, the Lenders grant to the Borrowers:
     
  (a) a committed multicurrency revolving 5 year facility, under which the Lenders will, when requested by a Borrower, make cash advances in U.S. Dollars or Optional Currencies to that Borrower on a revolving basis during the Availability Period already defined; and
     
  (b) a committed U.S. Dollar swingline advance facility (which is a sub-division of the Revolving Credit Facility) under which the Swingline Lenders will, when requested by a Borrower, make to that Borrower Swingline Advances during the Availability Period.
     
2.2 Overall facility limits
     
(a) The Swingline Facility is not independent of the Revolving Credit Facility. The aggregate Original Dollar Amount of all outstanding Advances (including Swingline Advances) under:
     
  (i) the Revolving Credit Facility, shall not at any time exceed the Total Commitments at that time; and
     
  (ii) the Swingline Facility, shall not at any time exceed the Swingline Total Commitments at that time.
     
(b) The aggregate Original Dollar Amount of:
     
  (i) the participations of a Lender in Revolving Credit Advances plus that Lender’s and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in outstanding Swingline Advances shall not at any time exceed that Lender’s Revolving Credit Commitment at that time; and
     
  (ii) the participations of a Swingline Lender in Swingline Advances shall not at any time exceed that Swingline Lender’s Swingline Commitment at that time.

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(c) If, in respect of any Revolving Credit Advance, the operation of Clause 5.4 (Amount of each Lender’s participation in an Advance) would otherwise have caused a Lender (the “ Affected Lender ”) to breach sub-paragraph (b)(i) above then:
     
  (i) each Affected Lender will participate in the relevant Revolving Credit Advance only to the extent that the Original Dollar Amount of its participation in that Revolving Credit Advance (when aggregated with the Original Dollar Amount of its and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in other outstanding Revolving Credit Advances and Swingline Advances) will not exceed its Revolving Credit Commitment; and
  (ii) each other non-Affected Lender’s participation in that Revolving Credit Advance will be recalculated in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance), but, for the purpose of the recalculation, the Affected Lenders’ Revolving Credit Commitments will be deducted from the Total Commitments and the amount of the Affected Lenders’ participations in that Revolving Credit Advance (if any) will be deducted from the requested amount of the Revolving Credit Advance.
     
2.3 Number of Requests and Advances
     
(a) Unless the Agent agrees otherwise, no more than one Request (other than Requests for Swingline Advances only) may be delivered on any one day but that Request may specify any number and type of Advances from the Revolving Credit Facility or the Swingline Facility or either of them.
     
(b) Unless the Agent agrees otherwise, no more than 10 Advances (not including Swingline Advances) may be outstanding at any one time.
     
2.4 Nature of rights and obligations
     
(a)   The obligations of a Finance Party and each Obligor under the Finance Documents are several. Failure of a Finance Party or an Obligor to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party or Obligor is responsible for the obligations of any other Finance Party or Obligor under the Finance Documents save and to the extent that the relevant obligations are guaranteed by another Obligor.
     
(b) The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.
     
2.5 Vodafone as Obligors’ agent
     
  Each Obligor:
     
  (a) irrevocably authorises and instructs Vodafone to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the Finance Documents on its behalf (including but not limited to amendments and variations and execution of any new Finance Documents) and take such other action as may be necessary or desirable under or in connection with the Finance Documents; and
     
  (b)   confirms that it will be bound by any action taken by Vodafone under or in connection with the Finance Documents.
     

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2.6 Actions of Vodafone as Obligors’ agent
     
  The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:
     
  (a)   any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by Vodafone; or
     
  (b)     Vodafone acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or
     
  (c)     the failure (or purported failure) by or inability (or purported inability) of Vodafone to inform any Obligor of receipt by it of any notification under this Agreement.
     
2.7 Additional Lenders
     
(a) Any financial institution or other entity may, subject to the terms of this Agreement, become an Additional Lender. The relevant financial institution or other entity will become an Additional Lender on the date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of itself and each other Obligor.
     
(b) Upon the relevant financial institution or other entity becoming an Additional Lender, the Total Commitments shall be increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Revolving Credit Commitment. If such Additional Lender so provides in the relevant Lender Accession Agreement, the Swingline Total Commitments shall be increased (subject to the Combined Swingline Commitments being a maximum of U.S.$10,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Swingline Commitment.
   
(c) Each Additional Lender will participate only in Advances with a Drawdown Date following the date on which it became an Additional Lender and only then if:
     
  (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and
     
  (ii) immediately before such an Advance is to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement.
     
(d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the Additional Lender shall participate in each new Revolving Credit Advance or, as the case may be, Swingline Advance in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance).

 

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(e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment (including such Additional Lender’s Swingline Commitment but without double counting) and shall be owed to each Finance Party including the relevant Additional Lender.
     
3. PURPOSE
     
3.1 Purpose
     
  Each Advance will be applied in or towards providing support for the Group’s continuing commercial paper programmes and for general corporate purposes of the Group including, but not limited to, Acquisitions (provided that a Swingline Advance may not be applied in or towards refinancing another Swingline Advance).
     
3.2 No monitoring
     
  Without affecting the obligations of any Borrower in any way, no Finance Party is bound to monitor or verify the application of the proceeds of any Advance.
     
4. CONDITIONS PRECEDENT
     
4.1 Initial conditions precedent
     
  The obligations of each Finance Party to any Borrower under this Agreement are subject to the conditions precedent that:
     
  (a) the Agent has notified Vodafone and the Lenders that it has received all of the documents set out in Part 1 of Schedule 2 in the agreed form or such other form and substance satisfactory to the Agent. The Agent will give such notice of receipt within two Business Days after receiving the relevant documents and finding them in form and substance satisfactory to it; and
     
  (b) the Agent confirms on or prior to the Signing Date (i) the U.S.$. 5,546,666,669 existing revolving credit facility agreement dated 26 th June 2003 (the “2003 Facility” ) between, among others, Vodafone Group Plc, the arrangers and lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent has been cancelled or the Availability Period (as defined in the 2003 Facility) thereunder has expired and no Request pursuant to Clause 6.1(b) (Repayment) of the 2003 Facility for a Term out Advance (as such capitalised terms are defined in the 2003 Facility) has been made and (ii) all amounts outstanding under the 2003 Facility have been repaid.
     
4.2 Conditions to all drawdowns and rollovers
     
  The obligations of each Lender to participate in any Advance (other than a Rollover Advance) are subject to the further conditions precedent that on the date of the Request for the Advance (if applicable) and on the date on which the relevant amount is to be drawn down:
     
  (a) the representations and warranties in Clause 15 (Representations and warranties) are correct and will be correct immediately after the relevant Advance or amount is drawn down in each case in all material respects; and

 

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  (b) no Default has occurred and is continuing or would result from drawdown of the relevant Advance or amount provided that for the period of 12 months commencing on the Signing Date, in relation to a drawdown of any Advance, an event (other than any event specified in Clauses 16.4 (Notification of Default), 16.9 (Disposals) or 16.10 (Restrictions on Acquisitions)) which, with the expiry of any grace period or giving of any notice specified in Clause 18.3(b) (Breach of other obligations) would constitute an Event of Default under Clause 18.3(b) (Breach of other obligations), shall not, for the purposes of this Clause 4.2(b) constitute a Default.
     
5. ADVANCES
     
5.1 Receipt of Requests
     
(a) A Borrower may borrow Advances under the Revolving Credit Facility (other than Swingline Advances) if the Agent receives, not later than 5.00 p.m. on the third Business Day before the proposed Drawdown Date, or, in the case of an Advance in Sterling, not later than 5.00 p.m. on the Business Day before the proposed Drawdown Date, a duly completed Request, copied, to the U.S. Swingline Agent.
     
(b) A Borrower may borrow Swingline Advances if the U.S. Swingline Agent receives, not later than noon (New York City time) on the proposed Drawdown Date, a duly completed Request, copied to the Agent.
       
5.2 Completion of Requests for Revolving Credit Advances
       
  A Request for a Revolving Credit Advance will not be regarded as having been duly completed unless:
       
  (a) the Drawdown Date is a Business Day falling during the Availability Period;
       
  (b) only one currency is specified for each separate Advance and the Requested Amount for each separate Advance is in a minimum amount:
       
    (i) if in euro, of €25,000,000;
       
    (ii) if in Sterling, of £20,000,000; or
       
    (iii)   if in U.S. Dollars, of U.S.$25,000,000,
       
    or, in any such case:
       
    (A) if less, is in an amount equal to the unutilised portion of the Total Commitments; or
       
    (B) such other amount as Vodafone and the Agent may agree;
       
  (c)   only one Term for each separate Advance is specified which:
       
    (i) does not overrun the Final Maturity Date; and
       
    (ii) is a period of 7 days, one month, two, three (or such comparable period as the Borrower may adopt to reflect international futures exchange settlement dates) or six months (or such other period as may be agreed by Vodafone and (if not more than six months) the Agent or (if more than six months) all of the Lenders); and
       
  (d)   the payment instructions comply with Clause 9.1 (Place of payment).

 

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5.3 Completion of Requests for Swingline Advances
     
  A Request for a Swingline Advance will not be regarded as having been duly completed unless:
     
  (a) the Drawdown Date is a New York Business Day falling during the Availability Period;
       
  (b) it is specified that the Swingline Advance is to be made in U.S. Dollars under the Swingline Facility;
       
  (c) the Requested Amount is a minimum of U.S.$20,000,000 or such other amount as the U.S. Swingline Agent and Vodafone may agree;
       
  (d) only one Term is specified, which:
       
    (i)   does not overrun the Final Maturity Date; and
       
    (ii)   is a period not exceeding five Business Days; and
       
  (e)   the payment instructions comply with Clause 9.1 (Place of payment).
     
5.4 Amount of each Lender’s participation in an Advance
     
  The amount of a Lender’s participation in an Advance will be the proportion of the Requested Amount which:
     
  (a) in the case of a Revolving Credit Advance, its Revolving Credit Commitment bears to the Total Commitments; and
     
  (b) in the case of a Swingline Advance, its Swingline Commitment bears to the Swingline Total Commitments,
     
  in each case on the date of receipt of the relevant Request, adjusted in the case of paragraph (a) (if necessary) to reflect the operation of Clause 2.2(c) (Overall facility limits).
     
5.5 Notification of the Lenders
     
  The Agent (or, in the case of Swingline Advances, the U.S. Swingline Agent) shall promptly notify each Lender (or, as the case may be, Swingline Lender) of the details of the requested Advance and the amount of its participation in such Advance.
     
5.6 Payment of proceeds
     
  Subject to the terms of this Agreement, each Lender (or, as the case may be, Swingline Lender) shall make its participation in an Advance available to the Agent (or, in the case of a participation in a Swingline Advance, the U.S. Swingline Agent) for the Borrower concerned for value on the relevant Drawdown Date.

 

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6. REPAYMENT
     
6.1 Repayment of Revolving Credit Advances
     
(a) Each Borrower shall repay each Revolving Credit Advance made to it in full on its Maturity Date to the Agent for the Lenders, but since the Revolving Credit Facility is available on a revolving basis during the Availability Period amounts repaid may be reborrowed subject to the terms of this Agreement.
   
(b) No Revolving Credit Advance may be outstanding after the Final Maturity Date.
   
6.2 Repayment of Swingline Advances
   
(a) Each Borrower shall repay each Swingline Advance made to it in full on its Maturity Date to the U.S. Swingline Agent for the Swingline Lenders. No Swingline Advance may be outstanding after the Final Maturity Date.
   
(b) Each Swingline Advance shall be repaid on its Maturity Date in accordance with paragraph (a) above. In the event and to the extent that a Swingline Advance is not so repaid, each Lender will, within four Business Days of a demand to that effect from the U.S. Swingline Agent, pay to the U.S. Swingline Agent on behalf of the Swingline Lenders (which shall be deemed to be a drawing of that Lender’s Commitment) an amount equal to its Agreed Percentage (without set-off, counterclaim, withholding or other deduction) of the principal amount outstanding of such Swingline Advance and accrued interest (including default interest) thereon to the date of actual payment by such Lender (provided that no Lender shall be obliged to exceed its Commitment as a result of any such payment). The relevant Borrower shall forthwith reimburse the Lenders (through the Agent) in full for each payment made by the Lenders under this paragraph (b). Each amount the relevant Borrower is required to reimburse to the Lenders under this paragraph (b) shall be deemed to be an Overdue Amount which fell due for payment by the relevant Borrower on the day on which the payment by the Lenders giving rise to the reimbursement obligation was made and shall accrue default interest under Clause 8.3 (Default interest) accordingly. The obligations of each Lender under this paragraph (b) are unconditional and shall not be affected by the occurrence or continuance of a Default.
   
7. PREPAYMENT AND CANCELLATION
   
7.1 Automatic cancellation of Total Commitments
   
(a) The Revolving Credit Commitments of each Lender shall be automatically cancelled at the close of business in London on the Final Maturity Date.
   
(b) The Swingline Commitment of each Swingline Lender shall be automatically cancelled at the close of business in New York on the Final Maturity Date.
   
7.2 Voluntary cancellation
   
(a) Vodafone may by giving not less than one Business Day’s prior written notice to the Agent, cancel the unutilised portion of the Total Commitments in whole or in part (but, if in part, in an aggregate minimum amount of U.S.$100,000,000) in such proportions as Vodafone may designate in the notice of cancellation. Any cancellation in part shall be applied against the Revolving Credit Commitment of each Lender pro rata.

 

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(b) Whenever part of the Total Commitments is cancelled, the Swingline Commitments will not be cancelled unless (i) the amount of the Swingline Total Commitments would exceed the Total Commitments after such cancellation or (ii) the Swingline Commitment of any Swingline Lender would exceed its Commitment after such cancellation. In any such case, the Swingline Total Commitments shall, at the same time as the cancellation of the Total Commitments takes effect, be cancelled by such amount as is necessary to ensure that after the relevant cancellation of the Total Commitments the Swingline Total Commitments do not exceed the Total Commitments and the Swingline Commitment of each Swingline Lender does not exceed its Commitment.
   
7.3 Voluntary prepayment
   
(a) Any Borrower may by giving not less than five Business Days’ prior written notice to the Agent, prepay the whole or any part of the Revolving Credit Advances (but, if in part, in an aggregate minimum Original Dollar Amount, taking all prepayments made by all the Borrowers on the same day together, of U.S.$100,000,000).
   
(b) Any voluntary prepayment in part made under paragraph (a) above will be applied against all the Revolving Advances pro rata (or against such Revolving Credit Advances as Vodafone (or the relevant Borrower) may designate in the notice of prepayment).
   
7.4 Change of Control
   
  If control of Vodafone (other than as a result of a Hive Up) or, following a Hive Up, NewTopco, passes to any person acting either individually or in concert (a “ Change of Control ”):
     
  (a) Vodafone shall, promptly upon becoming aware thereof, notify the Agent who shall inform the Lenders;
     
  (b) any Lender may, if it determines that as a result of the Change of Control:
     
    (i) the level of its exposure to Vodafone, NewTopco and/or the entity which acquires control of Vodafone or NewTopco, as the case may be is unacceptably high in each case in the sole opinion of the Lender; or
       
    (ii) it no longer wishes (in its sole discretion and acting in good faith) to continue lending to Vodafone or NewTopco, as the case may be (whether for relationship, internal policy or any other reason);
     
    propose to Vodafone (through the Agent) the revised terms (if any) which it requires in order to continue to participate in the Facilities; and
     
  (c) if those revised terms have not been agreed with that Lender (or that Lender is not prepared, for one or more of the reasons set out in paragraph (b)(i) or (ii) above, to continue on any terms) within 30 days of the date of notification in paragraph (a) above (or such longer period as that Lender may agree in writing) then on expiry of 30 days from the date of notification in paragraph (a) above that Lender may by notice to the Agent (which shall promptly inform Vodafone) cancel the whole (but not part only) of such Lender’s Commitments and following service of such notice:
     
    (i) such Lender’s Commitments shall be cancelled on the date of service of the notice or as specified in it; and

 

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    (ii) all such Lender’s outstanding Advances shall be repaid or prepaid on the last day of the then current Term applicable thereto, and no amount may be outstanding to such Lender thereafter.
     
  For the purposes of this Clause 7.4, “control” has the meaning given to it in relation to a body corporate by Section 840 of the Taxes Act.
   
7.5 Right of prepayment and cancellation
   
  If:
   
  (a) any Borrower is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender under Clause 10 (Taxes) or Clause 12 (Increased Costs); or
     
  (b) if circumstances exist such that a Borrower will be required to pay any amount to a Lender under Clause 10 (Taxes); or
     
  (c) any Lender notifies the Agent pursuant to Clause 8.1(c) (Interest Rate for all Advances) that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the definition thereof,
     
  Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling five Business Days after the date of service of the notice:
     
  (i) each Borrower will prepay the participations of that Lender in all outstanding Advances made to that Borrower; and
     
  (ii) the Lender’s Commitments shall be permanently cancelled on the date of service of the notice.
     
7.6 Miscellaneous provisions
   
(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The Agent shall notify the Lenders promptly of receipt of any such notice.
   
(b) All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment (including, but not limited to, any amounts payable under Clause 23.2(c) (Other indemnities) if not made on the Maturity Date of the relevant Revolving Credit Advance or Swingline Advance).
   
(c) No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.
   
(d) Subject to the provisions of this Agreement, any amount prepaid in respect of the Revolving Credit Facility during the Availability Period may be reborrowed. No amount of the Total Commitments, (including the Swingline Total Commitments) cancelled under this Agreement may subsequently be reinstated.

 

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8. INTEREST
   
8.1 Interest rate for all Advances
   
(a) The rate of interest on each Advance (other than any Swingline Advance) for its Term, is the rate per annum determined by the Agent to be the aggregate of:
   
  (i) the applicable Margin;
     
  (ii) LIBOR or, in the case of an Advance denominated in euro, EURIBOR; and
     
  (iii) Reserve Asset Costs (if any).
     
(b) The rate of interest on each Swingline Advance for each day during its Term is the rate per annum determined by the U.S. Swingline Agent to be the Swingline Rate for that day plus any applicable Reserve Asset Costs.
   
(c) In this Agreement:
   
  (i) Reserve Asset Costs for an Advance for any Term will be calculated only on that portion of that Advance owed to Lenders who have notified the Agent that they incur the relevant Reserve Asset Costs in relation to Advances (and, in the case of Mandatory Costs, supplied the information required under paragraph 6 and 7 of Schedule 3);
     
  (ii) a Lender will only be entitled to Reserve Asset Costs if it has given a notification to the Agent as contemplated in sub paragraph (i) above; and
     
  (iii) any amounts payable pursuant to paragraph (b) of the definition of Reserve Asset Costs shall be expressed as a percentage rate per annum for the relevant Term.
     
8.2 Due dates
   
  Except as otherwise provided in this Agreement, accrued interest on each Advance is payable by the relevant Borrower on its Maturity Date and also, in the case of any Advance with a Term longer than six months, at six monthly intervals after its Drawdown Date for so long as the Term is outstanding.
   
8.3 Default interest
   
(a) If a Borrower fails to pay any amount payable by it under this Agreement when due (an “ Overdue Amount ”), it shall forthwith on demand by the Agent or, as the case may be, the U.S. Swingline Agent, pay interest on the Overdue Amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “Default Rate”) determined by the Agent or, as the case may be, the U.S. Swingline Agent to be one per cent. per annum (the “ Default Margin ”) above the higher of:
   
  (i) the rate on the Overdue Amount under Clause 8.1 (Interest rate for all Advances) immediately before the due date (in the case of principal); and
     
  (ii) the rate which would have been payable under Clause 8.1 (Interest rate for all Advances) if the Overdue Amount had, during the period of non-payment, constituted a Revolving Credit Advance in the currency of the Overdue Amount for such successive Terms of such duration as the Agent may determine (each a “ Designated Term ”),
     
  except that during any grace period specified in Clause 18.2 (Non-payment) the Default Margin portion of the Default Rate will only apply to overdue payments of principal.

 

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(b) The Default Rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate.
   
(c) If the Agent or, as the case may be, the U.S. Swingline Agent, determines that deposits in the currency of the Overdue Amount are not at the relevant time being made available by the Reference Banks to leading banks in the relevant interbank market, the Default Rate will be determined by reference to the cost of funds to the Agent or, as the case may be, the U.S. Swingline Agent, from whatever sources it selects, acting reasonably at all times, after consultation with the Reference Banks.
   
(d) Default interest will be compounded at the end of each Designated Term.
   
(e) The Agent shall notify Vodafone of the duration of each Designated Term.
   
8.4 Notification of rates of interest
   
  The Agent or, as the case may be, the U.S. Swingline Agent will promptly notify each relevant Party of the determination of a rate of interest under this Agreement.
   
8.5 Margin
   
(a) The Margin applicable to each Advance (other than any Swingline Advance) will be the lowest percentage rate specified in Column 2 below which corresponds to the criteria in relation to the Long Term Credit Rating Assigned to Vodafone in Column 1 below by Moody’s, Fitch and/or S&P (as the case may be) (each a “ Credit Rating Agency ”) at the relevant time plus 0.05 per cent per annum for the part of any Advance(s) which causes total outstandings after such Advance(s) to exceed 50% of the Total Commitments.
   
    Column 1 Column 2
  Moody’s/Fitch/S&P ratings Margin (per cent. per annum)
     
  Any two are equal to or higher than: Aa3/AA-/AA- 0.175
     
  Any two are equal to or higher than: A1/A+/A+ 0.20
     
  Any two are equal to or higher than: A2/A/A 0.25
     
  Otherwise 0.30
     
  All Quoting Credit Rating Agencies
are lower than: A3/A-/A-
0.35
     
  For the purposes of Clause 8.5(a) “ All Quoting Credit Rating Agencies ” means at any time each Credit Rating Agency which has a Long Term Credit Rating Assigned to Vodafone at the relevant time

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(b)   For the purposes of paragraph (a) above:
     
  (i)   the Margin applicable to an Advance throughout the whole of its Term will be determined according to the Long Term Credit Rating Assigned to Vodafone as at the Drawdown Date of the Advance; and
     
  (ii)   if on the Drawdown Date of any Advance only one Credit Rating Agency assigns a long term credit rating to Vodafone, the Margin applicable to that Advance will be determined in accordance with paragraph (i) by reference to such Long Term Credit Rating Assigned to Vodafone, or in the event that there is no Long Term Credit Rating Assigned to Vodafone the Margin applicable to that Advance will be 0.35 per cent. per annum.
     
  In the case of Clause 8.5(b)(ii) above, where the ratings category will be determined by one Credit Rating Agency only, the words “Any two are” and “All Quoting Credit Rating Agencies” in Column 1 of the table above shall be construed as a reference to the rating determined pursuant to Clause 8.5(b)(ii).
   
(c) Promptly upon becoming aware of the same, Vodafone shall inform the Agent in writing if any change in the Long Term Credit Rating Assigned to Vodafone occurs or the circumstances contemplated by paragraph 8.5(b)(ii) above arise.
   
(d) For the purpose of this Clause 8.5 the “ Long Term Credit Rating Assigned to Vodafone ” means, at any time, the solicited long term credit rating assigned at that time to Vodafone by the relevant Credit Rating Agency (but, for the avoidance of doubt, disregarding any outlook or review action, including placing Vodafone on creditwatch or any similar or analogous step, taken by such Credit Rating Agency) where the rating is based primarily on the unsecured credit risk (not credit enhanced or collateralised) of Vodafone in a manner comparable to the credit structure of Vodafone’s U.S.$1,000,000,000 bond issue due December 2013 (the “ Reference Bond ”), or if the Reference Bond ceases to be outstanding, such other outstanding series of listed bonds issued or guaranteed by Vodafone with a maturity date following and closest to December 2013. References in this paragraph (d) to Vodafone shall, following the Reorganisation Date, be references to NewTopco, provided that a long term credit rating has been assigned to NewTopco.
   
8.6 Non-Business Days
   
  If a Term would otherwise end on a day which is not a Business Day, that Term shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
   
9. PAYMENTS
   
9.1 Place of payment
   
  All payments by an Obligor or a Lender under this Agreement shall be made to the Agent or (if the payment relates to the Swingline Facility) the U.S. Swingline Agent to its account at such office or bank in the principal financial centre of the country of the currency concerned (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to that Obligor or Lender for this purpose.

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9.2 Funds
   
  Payments under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent shall be made for value on the due date at such times and in such funds as the Agent or, as the case may be, the U.S. Swingline Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.
   
9.3 Distribution
   
(a) Each payment received by the Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, subject to paragraphs (b) and (c) below, be made available by the Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to the Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ prior notice.
   
(b) The Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied.
   
(c) Where a sum is to be paid under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds.
   
9.4 Currency  
     
(a) (i) A repayment or prepayment of an Advance is payable in the currency in which the Advance is denominated.
     
  (ii) Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.
     
  (iii) Amounts payable in respect of costs, expenses, taxes and the like are payable in the currency in which they are incurred.
     
  (iv) Any other amount payable under this Agreement is, except as otherwise provided in this Agreement, payable in U.S. Dollars.
     
(b)  Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then

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  (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (acting reasonably and after consultation with Vodafone); and
     
  (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of the currency unit into the other, rounded up or down by the Agent (acting reasonably); and
     
  (iii) if a change in any currency of a country occurs this Agreement will be amended to the extent the Agent and Vodafone agree (such agreement not to be unreasonably withheld) to be necessary to reflect the change in currency and to put the Lenders and the Obligors in the same position, as far as possible, that they would have been in if no change in currency had occurred.
     
9.5 Set-off and counterclaim
     
  All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.
     
9.6 Non-Business Days
     
(a) If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
     
(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on the principal at the rate payable on the original due date.
     
9.7 Partial payments
     
(a) If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order:
     
  (i) first , in or towards payment pro rata of any unpaid costs, fees and expenses of the Agent and the U.S. Swingline Agent under this Agreement;
     
  (ii) secondly , in or towards payment pro rata of any accrued fees due but unpaid under Clause 20 (Fees);
     
  (iii)  thirdly , in or towards payment pro rata of any interest due but unpaid under this Agreement;
     
  (iv) fourthly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and
     
  (v) fifthly , in or towards payment pro rata of any other sum due but unpaid under this Agreement.
     
(b) The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (v) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation.

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(c) Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.
     
10. TAXES
     
10.1 Gross-up
     
  All payments by an Obligor to a Finance Party under the Finance Documents shall be made free and clear of and without deduction for or on account of any taxes, except to the extent that the Obligor is required by law to make payment subject to any such taxes. Subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if any Relevant Tax or amounts in respect of Relevant Tax are deducted or withheld from any amounts payable or paid by an Obligor, to a Finance Party under the Finance Documents, the Obligor shall pay such additional amounts as may be necessary to ensure that the relevant Finance Party receives a net amount equal to the full amount which it would have received had that Relevant Tax or those amounts in respect of Relevant Tax not been so deducted or withheld.
     
10.2 Indemnity
     
  Save to the extent that the relevant Finance Party is compensated by an increased payment under Clause 10.1 (Gross-up), but otherwise without prejudice to the provisions of Clause 10.1 (Gross-up), but subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if a Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party is required to make any payment on account of any Relevant Tax on or in relation to any sum received or receivable hereunder by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (including a sum received or receivable under this Clause 10) or any liability in respect of any such payment on account of any Relevant Tax is incurred by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (in all cases other than any Tax on Overall Net Income), the relevant Obligor shall, within five Business Days of demand by the Agent (or, as the case may be, the U.S. Swingline Agent) indemnify such Finance Party against such payment or liability in respect of such payment, together with any interest, penalties, reasonable costs and reasonable expenses payable or incurred in connection therewith other than any such interest, penalties, costs or expenses arising as a result of a failure by a Finance Party to make payment of such tax when due.
     
10.3 Tax receipts
     
    All taxes required by law to be deducted or withheld by an Obligor from any amounts paid or payable under the Finance Documents shall be paid by the relevant Obligor when due and the Obligor shall, within 15 days of the payment being made, deliver to the Agent for the relevant Lender evidence satisfactory to that Lender acting reasonably (including any relevant tax receipts which have been received) that the payment has been duly remitted to the appropriate authority.
     
10.4 Qualifying Lenders
     
(a)   An Obligor is not required to pay to a Lender any amounts under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) in respect of Relevant Tax imposed by the United Kingdom if, on the date on which the payment falls due, the relevant Lender is a Party but is not a Qualifying Lender (other than as a result of the introduction, suspension, withdrawal or cancellation of, or change in, or change in the official interpretation, administration or official application of, any law, regulation having the force of law, tax treaty or any published practice or published concession of any relevant taxing authority in any jurisdiction with which the relevant Lender has a connection, occurring after the Signing Date or, if later, the date on which that Lender becomes a Party).

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(b)   A Treaty Lender shall:
     
  (i) promptly and, in any event, within seven Business Days after it becomes a Lender, deliver to its local revenue authority for certification such UK Inland Revenue forms (“ Claim Forms ”) as may be required for any Obligor making a payment to such Treaty Lender to obtain authorisation from the UK Inland Revenue to make such payment without deduction for or on account of any taxes;
     
  (ii) in circumstances where the procedure for Treaty relief contemplated in (i) above requires a local revenue authority to return a certified Claim Form to the Treaty Lender for submission by that Treaty Lender to the UK Inland Revenue, (a) take all reasonable follow up action available to the Treaty Lender to facilitate the return in a timely manner to the Treaty Lender of such Claim Form, duly stamped or certified by the relevant revenue authority and (b) submit such Claim Form to the UK Inland Revenue as soon as reasonably practicable (and in any event within seven Business Days) after receipt of that Claim Form from the local revenue authority; and
     
  (iii) in all other circumstances relating to the Treaty relief procedure contemplated in (i) above, following the submission of Claim Forms by the Treaty Lender to the relevant local revenue authority, respond promptly to any further requests any Treaty Lender receives from the relevant local revenue authority and, on receipt of written request from Vodafone to do so, take all reasonable follow up action to facilitate the submission by the relevant local revenue authority of duly stamped or certified Claim Forms to the UK Inland Revenue in a timely manner.
     
    If there is any change in the procedure by which certification is to be made or to be notified to the UK Inland Revenue, the Treaty Lender’s obligations shall be modified in such manner as the Treaty Lender may reasonably determine so that such amended obligations shall, as far as possible, have the same or equivalent effect as the original obligations. No Obligor resident in the UK shall be liable to pay any sums to any Treaty Lender under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) unless the Treaty Lender has complied with its obligations under this Clause 10.4(b).
     
(c) Subject to (d) below, each Lender warrants to Vodafone, on each date upon which it makes an Advance and on the due date for each payment of interest to the Lender:
     
  (i) that it is a Qualifying Lender; and
     
  (ii) if it is a Treaty Lender, it has delivered (or will deliver within the time limits specified herein) the forms described in paragraph (b).
   
(d) If a Lender or, as the case may be, the Facility Office of a Lender is aware that it is or will become unable to make the warranty set out in paragraph (c) of this Clause 10.4 it will promptly notify the Agent and Vodafone. Notwithstanding such notification to Vodafone, the Agent will promptly notify Vodafone and from the date of the first such notification received by Vodafone the warranty in paragraph (c) above will no longer be made by that Lender.
     
10.5 U.S. Taxes
     
(a) A U.S. Tax Obligor shall not be required to pay any amount pursuant to Clause 10.1 (Gross-up) or any amount pursuant to Clause 10.2 (Indemnity) in respect of United States taxes (including, without limitation, federal, state, local or other income taxes), branch profits or franchise taxes with respect to a sum payable by it pursuant to this Agreement to a Lender if on the date a payment of interest falls due under this Agreement either:

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  (i) in the case of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code), such Lender is not entitled to receive interest payable under this Agreement free and clear of any U.S. taxes imposed by way of deduction or withholding at the source under applicable law as in effect on the date such Lender becomes a party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation; or
     
  (ii) such Lender has failed to provide the relevant U.S. Tax Obligor with the appropriate form, certificate or other information with respect to such sum payable that it was required to provide pursuant to paragraphs (b) and (c) below; or
     
  (iii) such Lender is subject to such tax by reason of any connection between the jurisdiction imposing such tax on the Lender or its Facility Office other than a connection arising solely from this Agreement or any transaction contemplated hereby.
     
(b) At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall submit, as soon as reasonably practicable after:
     
  (i) the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
     
  (ii) the date on which the relevant Lender becomes a Party to this Agreement; or
     
  (iii) the date on which the relevant Lender designates a new Facility Office,
     
  (but, in each case, no later than the due date for the next interest payment), in duplicate to each U.S. Tax Obligor duly completed and signed copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI or applicable successor form relating to such Lender and evidencing such Lender’s complete exemption from withholding on all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor. Thereafter such Lender shall submit to each U.S. Tax Obligor such additional duly completed and signed copies of one or the other such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxation authorities) or any additional information, in each case as may be required under then current United States law or regulations to claim the inapplicability of or exemption from United States withholding taxes on payments in respect of all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor unless such Lender is unable to do so as a result of a change in, the introduction of, suspension, withdrawal or cancellation of, or change in the official interpretation, administration or official application of, the U.S. Code or any regulation promulgated thereunder or of a convention or agreement for the avoidance of double taxation and the prevention of fiscal evasion between the government of the United States of America and the jurisdiction in which the relevant Lender has a connection, occurring after the date the Lender becomes a Party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation.
     

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(c) At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall, as soon as practicable after:
   
  (i) the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
     
  (ii) the date on which the relevant Lender becomes a Party to this Agreement; or
     
  (iii)   the date on which the relevant Lender designates a new Facility Office,
     
  (but, in each case, no later than the due date for the next interest payment), and thereafter, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form or forms to be delivered, submit in duplicate to each U.S. Tax Obligor a United States Internal Revenue form W-9 evidencing that such Lender is such a United States person and shall submit any additional information that may be necessary to avoid United States withholding taxes on all payments, including fees, (to which such withholding would otherwise apply) to be received pursuant to this Agreement in connection with any borrowing a U.S. Tax Obligor.
     
10.6 Refund of Tax Credits
     
  If any Obligor pays any amount to a Finance Party under this Clause 10 (a “ Tax Payment ”) and that Finance Party obtains a refund of a tax, or a credit against tax by reason of either the circumstances giving rise to the Obligor’s obligation to make the Tax Payment or that Tax Payment (a “ Tax Credit ”) then that Finance Party shall reimburse that Obligor such amount as can be determined to be the proportion of the Tax Credit as will leave that Finance Party (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been paid. Nothing in this Clause 10 shall interfere with the right of each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance Party is obliged to disclose any information regarding its tax affairs or computations to an Obligor which it reasonably considers confidential.
     
11. MARKET DISRUPTION
     
11.1 Market disturbance
     
  Notwithstanding anything to the contrary herein contained, if and each time that prior to or on a Drawdown Date relative to an Advance (other than, in the case of paragraphs (a), (b)(ii) or (c) below, a Swingline Advance) to be made:
     
  (a) only one or no Reference Bank supplies a rate for the purposes of determining LIBOR or EURIBOR (as the case may be) in accordance with paragraph (b) of the relevant definition; or
     
  (b) the Agent is notified by Lenders whose participations in that Advance would represent 50 per cent. or more of that Advance that (i) deposits in the currency of that Advance may not in the ordinary course of business be available to them in the relevant interbank market for a period equal to the Term concerned in amounts sufficient to fund their participations in that Advance or (ii) LIBOR or EURIBOR (as the case may be) does not adequately represent their cost of funds; or
     
  (c) the Agent (after consultation with the Reference Banks) shall have determined (which determination shall be conclusive and binding upon all Parties) that by reason of circumstances affecting the relevant interbank market generally, adequate and fair means do not exist for ascertaining the LIBOR or EURIBOR (as the case may be) applicable to such Advance during its Term,
     
  the Agent shall promptly give written notice of such determination or notification to Vodafone and to each of the Lenders.

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11.2 Alternative rates
     
  If the Agent gives a notice under Clause 11.1 (Market disturbance):
     
  (a) Vodafone and the Lenders whose participations in the relevant Advance would represent 50 per cent. or more of that Advance may (through the Agent) agree that (except in the case of a Rollover Advance) that Advance shall not be borrowed; or
     
  (b) in the absence of such agreement by the Drawdown Date specified in the relevant Request (and in any event in the case of a Rollover Advance):
       
    (i)   the Term of the relevant Advance shall be one month;
       
    (ii) the Advance shall be made in the currency requested or, in the case of Clause 11.1(b)(i) (Market disturbance), in U.S. Dollars (or, if the currency requested for the relevant Advance is U.S. Dollars, euro); and
       
    (iii) during the Term of the relevant Advance the rate of interest applicable to such Advance shall be the Margin plus applicable Reserve Asset Costs plus the rate per annum notified by each Lender concerned to the Agent before the last day of such Term to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in such Advance from whatever sources it may reasonably select.
       
12. INCREASED COSTS
       
12.1 Increased costs
       
(a) Subject to Clause 12.2 (Exceptions), Vodafone will forthwith on demand by a Finance Party pay that Finance Party the amount of any increased cost incurred by it or any of its Holding Companies as a result of any change in or introduction of any law or regulation (including any relating to reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).
   
(b) Promptly following the service of any demand, Vodafone will pay to that Finance Party such amount as that Finance Party certifies in the demand (with sufficient details for the calculations to be verified) will in its reasonable opinion compensate it for the applicable increased cost and in relation to the period expressed to be covered by such demand.
   
(c) When calculating an increased cost, a Finance Party will only apply the costs incurred in relation to the Facilities. Nothing contained in this Clause 12.1 shall oblige the Finance Party to disclose any information (other than information which is readily available in the public domain or which is not in the reasonable opinion of the Finance Party confidential) relating to the way in which it employs its capital or arranges its internal financial affairs.

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(d) In this Agreement “ increased cost ” means:
  (i) an additional cost incurred by a Finance Party or any of its Holding Companies as a result of it performing, maintaining or funding its obligations under, this Agreement; or
     
  (ii) that portion of an additional cost incurred by a Finance Party or any of its Holding Companies in making, funding or maintaining all or any advances comprised in a class of advances formed by or including its participations in the Advances made or to be made under this Agreement as is attributable to it making, funding or maintaining its participations; or
     
  (iii) a reduction in any amount payable to a Finance Party or the effective return to a Finance Party under this Agreement or on its capital (or the capital of any of its Holding Companies); or
     
  (iv) the amount of any payment made by a Finance Party, or the amount of interest or other return foregone by a Finance Party, calculated by reference to any amount received or receivable by a Finance Party from any other Party under this Agreement.
     
12.2 Exceptions
     
  Clause 12.1 (Increased costs) does not apply to any increased cost:
     
  (a) compensated for by the payment of the Reserve Asset Costs; or
     
  (b) attributable to any tax or amounts in respect of tax; or
     
  (c) occurring as a result of any negligence or default of a Lender or its Holding Company including but not limited to a breach by that Lender or Holding Company of any fiscal, monetary or capital adequacy limit imposed on it by any law or regulation;
     
  (d) to the extent that the increased cost was incurred in respect of any day more than six months before the first date on which it was reasonably practicable to notify Vodafone thereof (except in the case of any retrospective change); or
     
  (e) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“ Basel II ”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).
     
13. ILLEGALITY AND MITIGATION
     
13.1 Illegality
     
  If it becomes unlawful in any jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance, then the Lender may notify Vodafone through the Agent accordingly and thereupon, but only to the extent necessary to remove the illegality:

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  (a) each Borrower shall, upon request from that Lender within the period allowed or if no period is allowed, forthwith, repay any participation of that Lender in the Advances made to it together with all other amounts payable by it to that Lender under this Agreement; and
     
  (b)   the Lender’s Commitments shall be cancelled immediately.
     
13.2 Mitigation
     
  Notwithstanding the provisions of Clauses 8.1 (Interest rate for all Advances), 10 (Taxes), 12 (Increased costs) and 13.1 (Illegality), if in relation to a Finance Party circumstances arise which would result in:
     
  (a) a payment pursuant to paragraph (b) of the definition of “Reserve Asset Costs”; or
     
  (b) any deduction, withholding or payment of the nature referred to in Clause 10 (Taxes); or
     
  (c)   any increased cost of the nature referred to in Clause 12 (Increased costs); or
     
  (d)   a notification pursuant to Clause 13.1 (Illegality),
     
  then without in any way limiting, reducing or otherwise qualifying the rights of such Finance Party or the Agent, such Finance Party shall promptly upon becoming aware of the same notify the Agent thereof (whereupon the Agent shall promptly notify Vodafone) and such Finance Party shall use reasonable endeavours to transfer its participation in the Facility and its rights hereunder and under the Finance Documents to another financial institution or Facility Office not affected by circumstances having the results set out in (a), (b), (c), or (d) above and shall otherwise take such reasonable steps as may be open to it to mitigate the effects of such circumstances provided that such Finance Party shall not be under any obligation to take any such action if, in its opinion, to do so would or would be likely to have a material adverse effect upon its business, operations or financial condition or would involve it in any unlawful activity or any activity that is contrary to its policies or any request, guidance or directive of any competent authority (whether or not having the force of law) or (unless indemnified to its satisfaction) would involve it in any significant expense or tax disadvantage.
     
14. GUARANTEE
     
14.1 Guarantee
     
  Each Guarantor jointly and severally, irrevocably and unconditionally:
     
  (a) as principal obligor, guarantees to each Finance Party that if and whenever:
       
    (i) an amount is due and payable by a Borrower under or in connection with any Finance Document; and
       
    (ii) demand for payment of that amount has been made by the Agent on that Borrower,
       
    that Guarantor will forthwith on demand by the Agent pay that amount as if that Guarantor instead of that Borrower were expressed to be the principal obligor; and
       
  (b) indemnifies each Finance Party on demand against any loss or liability suffered by it if any obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal (the amount of that loss being the amount expressed to be payable by the relevant Borrower in respect of the relevant sum).

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14.2 Continuing guarantee
     
  This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents, regardless of any intermediate payment or discharge in part.
     
14.3 Reinstatement
     
(a) Where any discharge (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Guarantors under this Clause 14 (Guarantee) shall continue as if the discharge or arrangement had not occurred (but only to the extent that such payment, security or other disposition is avoided or restored).
     
(b) Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
     
14.4 Waiver of defences
     
  The obligations of each Guarantor under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party):
     
  (a) any time or waiver granted to, or composition with, any Borrower or other person;
     
  (b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
     
  (c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
     
  (d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of a Borrower or any other person;
     
  (e) any variation (however fundamental) or replacement of a Finance Document so that references to that Finance Document in this Clause 14 shall include each variation or replacement;
     
  (f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, to the intent that the Guarantors’ obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; and
     
  (g) any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall, for the purposes of the Guarantors’ obligations under this Clause 14, be construed as if there were no such circumstance.

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14.5 Immediate recourse
   
  Except as provided in Clause 14.1(a)(ii) (Guarantee), each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 14.
   
14.6 Appropriations
   
  Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
   
  (a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
     
  (b) hold in a suspense account (bearing interest at a commercial rate) any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause 14, with any interest earned being credited to that account.
     
14.7 Non-competition
     
  Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been paid in full, no Guarantor shall, after a claim has been made or by virtue of any payment or performance by it under this Clause 14:
     
  (a) be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause 14; or
     
  (b) claim, rank, prove or vote as a creditor of any Borrower or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
     
  (c) receive, claim or have the benefit of any payment, distribution or security from or on account of any Borrower, or exercise any right of set-off as against any Borrower.
     
 

Each Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Clause 14.7.

     
14.8 Additional security
   
  This guarantee is in addition to and is not in any way prejudiced by any other security now or hereafter held by any Finance Party.

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14.9 Removal of Guarantors
   
(a) Any Guarantor (other than, Vodafone (subject to Clause 14.9(b) below) and, following the Reorganisation Date, NewTopco and any Intermediate Holding Company (subject to Clause 14.9(c) below) of Vodafone) which is not a Borrower, may, at the request of Vodafone and if no Default is continuing, cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that Guarantor’s obligations as a Guarantor under this Agreement.
   
(b) If on the Reorganisation Date, NewTopco or any Intermediate Holding Company have acceded as Guarantors in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Vodafone’s resignation as a Guarantor, Vodafone may cease to be a Guarantor with effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Vodafone’s obligations as a Guarantor under this Agreement.
   
(c) If NewTopco has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Intermediate Holding Company’s resignation as a Guarantor, Intermediate Holding Company may cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Intermediate Holding Company’s obligation as a Guarantor under this Agreement.
   
14.10 Limitation on guarantee of U.S. Guarantors
   
  Notwithstanding any other provision of this Clause 14, the obligations of each Guarantor incorporated in the United States (other than NewTopco and any Intermediate Holding Company, to the extent incorporated in the United States) (a “ U.S. Guarantor ”) under this Clause 14 shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provisions of comparable state law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such U.S. Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to the Borrowers or Affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such U.S. Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such U.S. Guarantor pursuant to (a) applicable law or (b) any agreement providing for an equitable allocation among such U.S. Guarantor and other Affiliates of the Borrowers of obligations arising under guarantees by such parties.
   
15. REPRESENTATIONS AND WARRANTIES
   
15.1 Representations and warranties
   
  Each Obligor makes the representations and warranties set out in this Clause 15 to each Finance Party (in respect of itself and where relevant its Controlled Subsidiaries only).

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15.2 Status
     
  It is a duly incorporated and validly existing corporation under the laws of the jurisdiction of its incorporation.
     
15.3 Powers and authority
     
  It has the power to:
     
  (a) enter into and comply with, all obligations expressed on its part under the Finance Documents;
     
  (b) (in the case of a Borrower) to borrow under this Agreement; and
     
  (c) (in the case of a Guarantor) to give the guarantee in Clause 14 (Guarantee),
     
  and has taken all necessary actions to authorise the execution, delivery and performance of the Finance Documents.
     
15.4 Non-violation
  The execution, delivery and performance of the Finance Documents will not violate:
   
  (a)  any provisions of any existing law or regulation or statute applicable to it; or
     
  (b) to any material extent, any provisions of any mortgage, contract or other undertaking to which it or any of its Controlled Subsidiaries which is a member of the Restricted Group is a party or which is binding upon it or any of its Controlled Subsidiaries which is a member of the Restricted Group, the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their material obligations under the Finance Documents.
     
15.5 Borrowing limits
   
  Borrowings under this Agreement up to and including the maximum amount available under this Agreement, together with borrowings under the 7 Year Facility up to and including the maximum amount available under the 7 Year Facility, will not cause any limit (except to the extent the limit has been waived) on borrowings or, as the case may be, on the giving of guarantees (whether imposed in its Articles of Association or otherwise), or on the powers of its board of directors, applicable to it to be exceeded.
   
15.6 Authorisations
   
  All necessary consents or authorisations of any governmental authority or agency required by it in connection with the execution, validity, performance or enforceability of the Finance Documents have been obtained and are validly existing.
   
15.7 No default
   
  Neither it nor any of its Controlled Subsidiaries which is a member of the Restricted Group is in default under any law or agreement by which it is bound the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.

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15.8 Accounts
     
  The audited consolidated financial statements of Vodafone (or, following a Hive Up, NewTopco) most recently delivered to the Agent (which, at the date of this Agreement are the audited consolidated accounts of Vodafone for the year ended 31 March 2005):
     
  (a) give a true and fair view of the consolidated financial position of Vodafone (or, following a Hive Up, NewTopco) as at the date to which they were drawn up; and
     
  (b) have been prepared in accordance with generally accepted accounting principles applied by Vodafone (or, following a Hive Up, NewTopco) at such time, consistently applied except for changes disclosed in such financial statements which are necessary to reflect a change in generally accepted accounting principles or the adoption of international finance reporting standards.
   
15.9 No Event of Default
     
  No Event of Default has occurred and is continuing in respect of it or any of its Subsidiaries which is a member of the Restricted Group.
     
15.10 Investment Company
     
  Each Borrower which is a U.S. Obligor either (i) is not an investment company as defined under United States Investment Company Act of 1940, as amended, or (ii) is exempt from the registration provisions of the Act pursuant to an exemption under that Act.
   
15.11 ERISA
     
(a) Each member of the Controlled USA Group has fulfilled its obligations under the minimum funding standards of ERISA and the U.S. Code with respect to each Plan maintained by such member or any member of the Controlled USA Group where non-fulfilment of such obligations would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
(b) Each Obligor is in compliance with the applicable provisions of ERISA, the U.S. Code and any other applicable United States Federal or State law with respect to each Plan maintained by such Obligor where non-fulfilment of or non-compliance with such provisions would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
(c) No Reportable Event has occurred with respect to any Plan maintained by an Obligor or any member of the Controlled USA Group and no steps have been taken to reorganise or terminate any Single Employer Plan or by that Obligor to effect a complete or partial withdrawal from any Multi-employer Plan where non-compliance or such Reportable Event, reorganisation, termination or withdrawal would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
(d) No member of the Controlled USA Group has:
     
  (i) sought a waiver of the minimum funding standard under Section 412 of the U.S. Code in respect of any Plan; or

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  (ii) failed to make any contribution or payment to any Single Employer Plan or Multi-employer Plan, or made any amendment to any Plan, and no other event, transaction or condition has occurred which has resulted or would result in the imposition of a lien or the posting of a bond or other security under ERISA or the U.S. Code; or
     
  (iii) incurred any material, actual liability under Title I or Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA,
     
  if such seeking, failure or incurrence would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
15.12 Times for making representations and warranties
     
(a) The representations and warranties set out in this Clause 15 (excluding Clause 15.10 (Investment Company) and Clause 15.11 (ERISA)):
     
  (i) are made by Vodafone on the Signing Date and, in the case of an Obligor which becomes a Party after the Signing Date, will be deemed to be made by that Obligor on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement; and
     
  (ii) are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing.
     
(b) The representation and warranties set out in Clause 15.10 (Investment Company) and 15.11 (ERISA):
     
  (i)  are made by Vodafone on the date on which the first U.S. Obligor executes a Borrower Accession Agreement or a Guarantor Accession Agreement as the case may be;
     
  (ii) are deemed to be made by each Obligor which becomes a party after the Signing Date on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement, provided that there is a U.S. Obligor;
     
  (iii) are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing, provided that there is a U.S. Obligor.
     
16. UNDERTAKINGS
     
16.1 Duration
     
  The undertakings in this Clause 16 will remain in force from the Signing Date for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.
     
16.2 Financial information
     
  Vodafone shall supply to the Agent in sufficient copies for all the Lenders:
     
  (a)  as soon as the same are publicly available (and in any event within 180 days of the end of each of its financial years):

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    (i) the audited consolidated financial statements of the Consolidated Group for that financial year; and
       
    (ii) (if published) each other Obligor’s audited statutory accounts for that financial year, consolidated if that Obligor has Subsidiaries and consolidated accounts are prepared and published;  
       
  (b) as soon as the same are publicly available (and in any event within 90 days of the end of the first half-year of each of its financial years) the interim unaudited financial statements of the Consolidated Group for that half-year;  
       
  (c) together with any accounts specified in paragraph (a)(i) or (b) above a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, establishing (in reasonable detail) compliance with Clauses 16.8 (Priority borrowing) and 17 (Financial covenant) as at the date to which those accounts were drawn up and identifying the Principal Subsidiaries and the operating Subsidiaries which are Controlled Subsidiaries; and
       
  (d) if, after the date of the most recent certificate delivered pursuant to paragraph (c) above and prior to the date that the next certificate is required to be delivered, a Principal Subsidiary ceases to be Principal Subsidiary as a result of (A) a sale or transfer to or a merger into or with an entity which is not a member of the Restricted Group or (B) the acquisition of a new Principal Subsidiary, a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, which identifies the Principal Subsidiary which has ceased to be a Principal Subsidiary and the new Principal Subsidiary.
       
16.3 Information - miscellaneous
       
  Vodafone shall supply to the Agent:
       
  (a) all documents despatched by the ultimate Holding Company of the Controlled Group to its shareholders (or any class of them) or by Vodafone or such ultimate Holding Company to the creditors of the Controlled Group generally (or any class of them) at the same time as they are despatched; and
       
  (b) as soon as reasonably practicable, such further publicly available information (including that required to comply with “know your customer” or similar identification procedures) in the possession or control of any member of the Controlled Group regarding the business, financial or corporate affairs of the Controlled Group, as the Agent may reasonably request,
       
  in sufficient copies for all the Lenders, if the Agent so requests.
       
16.4 Notification of Default
       
  Vodafone shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it.
       
16.5 Authorisations
       
  Each Obligor shall promptly:
       

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  (a) obtain, maintain and comply in all material respects with the terms of; and
       
  (b) if requested, supply certified copies to the Agent of,
       
  any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.
       
16.6 Pari passu ranking
       
  Each Obligor will procure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations (save for those obligations mandatorily preferred by applicable law).
       
16.7 Negative pledge
       
  No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, create or permit to subsist any Security Interest on or over any of its assets except for any Permitted Security Interest.
       
16.8 Priority borrowing
       
  Each Obligor will procure that none of its Subsidiaries (which is a member of the Restricted Group and which is not a Guarantor) will create, assume, incur, guarantee, permit to subsist or otherwise be liable in respect of any Financial Indebtedness owed to persons outside the Restricted Group except for:
       
  (a) Financial Indebtedness of any Subsidiary which became a member of the Restricted Group after 1 May 2005 (unless it became a member of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include members of the European Union after 1 May 2005) provided that:
       
    (i) any such Financial Indebtedness is either (A) outstanding before that Subsidiary becomes a member of the Restricted Group and was not created in contemplation of that Subsidiary becoming a member of the Restricted Group and/or (B) drawn at any time under commitments in existence before that Subsidiary becomes a member of the Restricted Group (“ Existing Commitment ”) and that commitment was not created in contemplation of that Subsidiary becoming a member of the Restricted Group and/or (C) drawn at any time under commitments (“ New Commitments ”) which have refinanced Existing Commitments in whole or in part, to the extent that any such New Commitments do not exceed the Existing Commitments, and provided that to the extent that any New Commitment is to be guaranteed by an Obligor, the obligors under the New Commitments will have validly and legally acceded as Additional Guarantors in accordance with Clause 26.5(a) and (b) (Additional Guarantors) prior to any Obligor providing a guarantee of the New Commitments; and
       
    (ii) to the extent that the aggregate principal amount of such Financial Indebtedness exceeds the amounts calculated under paragraph 16.8(a)(i) above upon that Subsidiary becoming a member of the Restricted Group (measured in the same currency), the excess amount of such Financial Indebtedness shall not fall within this paragraph (a); or
       

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  (b) Financial Indebtedness under finance or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) to the extent matched as part of those arrangements by deposits of cash or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by Moody’s or A by Fitch which are treated by the creditor concerned as available to reduce its net exposure; or
       
  (c) Financial Indebtedness which is created with the prior written consent of the Majority Lenders; or
       
  (d) Financial Indebtedness to the extent matched by cash balances or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by Moody’s or A by Fitch, held by members of the Restricted Group which are treated as available for netting by the creditors to whom that Financial Indebtedness is owed under cash management or netting arrangements in the ordinary course of business; or
       
  (e) Financial Indebtedness under any finance lease or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) entered into in respect of assets which were or are acquired or become part of the Restricted Group after 31 March 2001; or
       
  (f) Financial Indebtedness under or in connection with any other finance lease entered into in respect of existing assets or future assets (to the extent they are subject to Security Interests contemplated under paragraph (j) of the definition of Permitted Security Interests); or
       
  (g) Financial Indebtedness under Back to Back Loans; or
       
  (h) Financial Indebtedness of any member of the Controlled Group which operates as a finance company to the extent that any such Financial Indebtedness is on-lent to an Obligor or to a member of the Controlled Group outside the Restricted Group; or
       
  (i) Financial Indebtedness in relation to bonds and preference shares as set out in Schedule 8 (Fixed Rate Bonds and Preference Shares); or
       
  (j) Financial Indebtedness that has been defeased to the extent that it is subject to Security Interests contemplated under paragraph (u) of Permitted Security Interests; or
       
  (k) Financial Indebtedness incurred solely in contemplation of an initial public offering or other disposal of the companies or partnerships incurring such Financial Indebtedness, to the extent that (i) the aggregate principal amount of such Financial Indebtedness does not exceed U.S.$5,000,000,000 (or its equivalent in other currencies) whilst such Financial Indebtedness is owed by a member of the Restricted Group; and (ii) the creditors in respect of such Financial Indebtedness have recourse for no more than ninety days to any member of the Controlled Group which is or whose assets are not intended to be subject to the initial public offering or disposal; or
       
  (l) Project Finance Indebtedness; or
       
  (m) Financial Indebtedness owed to persons outside the Restricted Group under guarantees or other legally binding assurances against financial loss granted by Vodafone Deutschland GmbH or any of its Subsidiaries in respect of any asset, undertaking or business not forming part of the mobile or wireless telecommunications business of the Restricted Group; or
       

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  (n) Financial Indebtedness under this Agreement; or
       
  (o) any liability of a Subsidiary in respect of Financial Indebtedness incurred in connection with the Verizon Wireless partnership provided that:
       
    (i) that Subsidiary has no assets other than (1) its interests in or derived from the Verizon Wireless partnership and (2) other assets with an aggregate market value not exceeding U.S.$3,000,000,000 at any time and (3) other assets with an aggregate market value not exceeding U.S.$4,500,000,000 at any time provided that if such assets are lent within the Restricted Group they are only lent to an Obligor; and
       
    (ii) the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatsoever to any member of the Group for any payment or repayment in respect of such Financial Indebtedness (other than to that Subsidiary); or
       
  (p) other Financial Indebtedness to the extent that the sum of:
       
    (i) the aggregate unpaid principal amount of the Financial Indebtedness of all the members of the Restricted Group which are not Guarantors and owed to persons outside the Restricted Group (other than Financial Indebtedness under paragraphs (a) to (o) above inclusive); plus
       
    (ii) the aggregate unpaid principal amount of Financial Indebtedness secured by Security Interests referred to in paragraph (v) of the definition of Permitted Security Interest (to the extent not falling within (i) above),
       
    does not exceed £1,750,000,000 or its equivalent.
       
  Compliance with this Clause 16.8 will be tested on the last day of each financial half year. For the purposes of paragraph (p) above, Financial Indebtedness of the Restricted Group not denominated in (or which has not been swapped into) Sterling shall be notionally converted (from the currency in which it is denominated or, as the case may be, into which it has been swapped) to Sterling at the rate of exchange used in the management accounts of the relevant Obligor for that relevant financial quarter.
       
16.9 Disposals
       
  No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, make any Asset Disposals other than:
       
  (a) Asset Disposals:
       
    (i) on arm’s length terms which are, in the opinion of an Obligor, at fair market value; or
       
    (ii) required by law or any governmental authority or agency (including without limitation any authority or agency of the European Union); or
       

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    (iii) made in good faith for the purpose of carrying on the business of the Controlled Group which it is reasonable to believe will benefit the Controlled Group; and
       
  (b) a transfer of all or any part of the assets of the Controlled Group to NewTopco and/or any Intermediate Holding Company of Vodafone.
       
16.10 Restriction on Acquisitions
       
  Vodafone will not, and will procure that no member of the Controlled Group will, make any Acquisition unless the major part of the Controlled Group’s business remains telecommunications, data communications and associated businesses.
       
17. FINANCIAL COVENANT
       
17.1 Financial ratio
       
(a) Vodafone will, subject to sub-clause (c) below, procure that for each Ratio Period the ratio of Net Debt of the Consolidated Group to two times Adjusted Group Operating Cash Flow for such Ratio Period will not exceed 3.75:1.
       
(b) If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.25:1 Vodafone will re-calculate the financial ratio for such Ratio Period substituting the words “Controlled Group” for the words “Consolidated Group” in Clause 17.1(a) (Financial ratio) and in every definition used to make such calculation and provide the results of such calculation to the Agent, with sufficient copies for each Lender, for their information only.
       
(c) If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.75:1, but the ratio in Clause 17.1(b) does not exceed 3.75:1, Vodafone will not be in breach of Clause 17.1(a) (Financial ratio).
       
(d) Any calculation made in accordance with Clause 17.1(b) (Financial ratio) will be accompanied by a statement from Vodafone, or following a Hive Up, NewTopco containing or appending a reconciliation of the differences between the tests and ratios under Clause 17.1(a) and Clause 17.1(b).
       
17.2 Calculation times and periods
       
(a) The first test date for the financial ratio specified in Clause 17.1 (Financial ratio) will occur on 30 September 2005.
       
(b) Each subsequent test date will be on the last day of each financial half year and year of Vodafone or, following a Hive Up, NewTopco. The financial ratio will be calculated using data for the period (each a “ Ratio Period ”) ending on each test date and beginning 6 months before the relevant test date.
       
17.3 Information sources
       
(a) Subject to adjustments that may be required by the operation of definitions in Clause 17.1 (Financial ratio) all information for calculation of the financial ratios set out in Clause 17.1 (Financial ratio), Clause 17.1(b) (Financial ratio) and Clause 18.5 (Cross default) will be extracted from figures denominated in the base currency (as defined in paragraph (c) below) used in the preparation of and extracted from:
       

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  (i) the unaudited consolidated interim financial statements of Vodafone, or following a Hive Up, NewTopco;
     
  (ii) the consolidated annual financial statements of Vodafone, or following a Hive Up, NewTopco; or
     
  (iii)   Vodafone’s, or following a Hive Up, NewTopco’s consolidated management accounts,
     
  as the case may be, which in respect of (i) and (ii) were delivered to the Agent under sub-clauses 16.2(a)(i) and (b) of Clause 16.2 (Financial information).
 
(b) Information from Vodafone’s, or following a Hive Up, NewTopco’s consolidated management accounts will be disclosed only when the relevant interim or annual financial statements and compliance certificates are delivered to the Agent or as required in connection with Clause 18.5(a)(iii) (Cross Default).
   
(c) Any amount outstanding in a currency other than the currency used in the latest consolidated published financial statements (the “ base currency ”) is to be taken into account at the base currency equivalent of that amount calculated at the rate used in the latest consolidated financial statements delivered to the Agent under Clause 16.2 (Financial information) or the latest consolidated management accounts, as appropriate.
   
17.4 Know Your Customer
   
    Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
   
18. DEFAULT
   
18.1 Events of Default
   
  Each of the events set out in Clauses 18.2 (Non-payment) to 18.15 ( 7 Year Facility ) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or any other person).
   
18.2 Non-payment
   
(a) An Obligor does not pay within four Business Days of the due date any amount payable by it under the Finance Documents at the place at, and in the currency in, which it is expressed to be payable unless:
   
(b) its failure to pay is caused by:
     
  (i) administrative or technical error and payment is made within a further two Business Days after the expiry of the grace period in sub-clause (a) above; or
     
  (ii) a Disruption Event and payment is made within a further four Business Days after the expiry of the grace period in sub-clause (a) above.

 

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18.3 Breach of other obligations
   
(a) Vodafone does not comply with Clause 17 (Financial covenant).
   
(b) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in paragraph (a) above or in Clause 18.2 (Non-payment)) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 21 days from the earlier of the date on which (i) such Obligor has become aware of the failure to comply or (ii) the Agent gives notice to Vodafone requiring the same to be remedied.
   
18.4 Misrepresentation
   
  A representation or warranty made or repeated by any Obligor in any Finance Document is found to be untrue in any respect material in the context of performance of the Finance Documents when made or deemed to have been made.
   
18.5 Cross default
   
(a)   (i) Any Financial Indebtedness of any Obligor is:
         
    (A) not paid when due or within any originally applicable grace period; or
         
    (B) declared due, or is capable of being declared due, prior to its specified maturity as a result of an event of default (howsoever described) except this paragraph (B) does not apply to:
         
      (1) Financial Indebtedness quoted or listed on a stock exchange; or
      (2) Financial Indebtedness of an Obligor arising solely under paragraph (f) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) save where:
           
        (X) such Financial Indebtedness is incurred by an Obligor under the 7 Year Facility; and
           
        (Y) the Guarantors under this Agreement are also Guarantors under and as defined in the 7 Year Facility and all of the Borrowers under this Agreement and under (and as defined in) the 7 Year Facility are not the same; or
           
  (ii) any Financial Indebtedness constituted by debt securities quoted or listed on a stock exchange (excluding convertible debt securities) issued by Vodafone Americas Inc. or Vodafone Finance BV or Vodafone Holdings K.K. (but in each case only for so long as the creditors of those debt securities have recourse to a member of the Group in respect of those debt securities) is:
           
    (A) not paid when due or within any originally applicable grace period; or
           
    (B) declared due prior to its specified maturity as a result of failure to pay principal or interest thereunder; or
           
  (iii)   any Financial Indebtedness of any Principal Subsidiary excluding any Financial Indebtedness set out in paragraph 18.5(a)(ii) above is:

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    (A) not paid when due or within any originally applicable grace period; or
       
    (B) declared due prior to its specified maturity as a result of an event of default (howsoever described) and is not paid within three Business Days of being declared due,
       
    except this paragraph (iii) only applies if the ratio calculated in accordance with Clause 17.1(a) for the most recent Ratio Period is greater than 3.25:1.
       
(b) Paragraph (a) above does not apply:
       
  (i) to Project Finance Indebtedness; or
     
  (ii) to Financial Indebtedness which in aggregate is less than £100,000,000 (or equivalent currency); or
     
  (iii) where the payment or occurrence of the event concerned is being contested in good faith; or
     
  (iv)     where the default is under a bond and is capable of waiver without bondholder consent; or
     
  (v)   to Financial Indebtedness owed to a member of the Restricted Group.
     
18.6 Winding up
     
  An order is made or an effective resolution is passed for winding up any Obligor or any Principal Subsidiary (except for the purposes of a reconstruction or amalgamation on terms previously approved in writing by the Majority Lenders) or a petition is presented (which is not set aside or withdrawn within the earlier of 30 days of its presentation or by not later than the date for the hearing of such petition) for an administration order or for the winding up of any Obligor or any Principal Subsidiary except where demonstrated to the reasonable satisfaction of the Majority Lenders that any such petition is being contested in good faith.
   
18.7 Insolvency process
   
(a) A liquidator, administrator, receiver, trustee, sequestrator or similar officer is appointed in respect of all or any part of the assets of any Obligor or any Principal Subsidiary which generates a material part of the revenues of that Obligor or that Principal Subsidiary; or
   
(b) any Obligor or any Principal Subsidiary, by reason of financial difficulties, enters into a composition, assignment or arrangement with any class of its creditors.
   
18.8 Enforcement proceedings
   
  A distress, execution, attachment or other legal process is levied, enforced or sued out upon or against all or any part of the assets of any Obligor or any Principal Subsidiary which generates a material part of the revenues of that Obligor or that Principal Subsidiary except where the same is being contested in good faith or is removed, discharged or paid within 30 days.

 

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18.9 Insolvency
     
  Any Obligor or any Principal Subsidiary is deemed under Section 123(1)(e) or 123(2) of the Insolvency Act 1986 to be unable to pay its debts.
     
18.10 Similar proceedings
     
  Anything having a substantially similar effect to any of the events specified in Clauses 18.6 (Winding up) to 18.9 (Insolvency) inclusive shall occur under the laws of any applicable jurisdiction in relation to any Obligor or any Principal Subsidiary.
     
18.11 Unlawfulness
     
  It is or becomes unlawful for any Obligor to perform any of its payment or other material obligations under the Finance Documents.
     
18.12 Guarantee
     
  The guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by an Obligor to be ineffective for any reason (other than by reason of written release or waiver by the Finance Parties or in accordance with Clause 14.9 (Removal of Guarantors)).
     
18.13 Cessation of business
     
  Any Obligor or any Principal Subsidiary ceases to carry on all or substantially all of its business otherwise than:
     
  (a) as a result of a transfer of all or any part of its business to a member of the Restricted Group or
     
  (b) as a result of a disposal permitted under Clause 16.9 (Disposals); or
     
  (c) with the prior written consent of the Majority Lenders.
     
18.14 Litigation
     
  Any litigation proceedings are current which are reasonably likely to be adversely determined and which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
18.15 7 Year Facility
     
(a)   Any Event of Default (as defined in the 7 Year Facility) has occurred and is continuing.
     
(b)   Paragraph (a) shall only apply where the Guarantors under this Agreement are not Guarantors (under and as defined in the 7 Year Facility) under the 7 Year Facility.
     
18.16 Acceleration
     
  On and at any time after the occurrence of an Event of Default while such event is continuing the Agent may, and if so directed by the Majority Lenders, will by notice to Vodafone, declare that an Event of Default has occurred and:
     
  (a)   cancel the Total Commitments; and/or

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  (b)   demand that all the Advances, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or
     
  (c)   demand that all the Advances be payable on demand, whereupon they shall immediately become payable on demand.
     
19. THE AGENTS AND THE ARRANGERS
     
19.1 Appointment and duties of the Agents
     
  Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent under and in connection with the Finance Documents and each Swingline Lender appoints the U.S. Swingline Agent to act as its agent in relation to the Swingline Facility, and each Finance Party irrevocably authorises the Agent or, as the case may be, the U.S. Swingline Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers and discretions. The Agent or, as the case may be, the U.S. Swingline Agent shall have only those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature.
     
19.2 Role of the Arrangers
     
  Except as otherwise provided in this Agreement, no Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.
     
19.3 Relationship
     
  The relationship between the Agent or, as the case may be, the U.S. Swingline Agent and the other Finance Parties is that of agent and principal only. Nothing in this Agreement constitutes the Agent or, as the case may be, the U.S. Swingline Agent as trustee or fiduciary for any other Party or any other person and the Agent or, as the case may be, the U.S. Swingline Agent need not hold in trust any moneys paid to it for a Party or be liable to account for interest on those moneys.
   
19.4 Majority Lenders’ directions
   
(a) The Agent or, as the case may be, the U.S. Swingline Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions the Agent or, as the case may be, the U.S. Swingline Agent may act as it considers to be in the best interests of all the Lenders.
   
(b) Neither the Agent nor the U.S. Swingline Agent is authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.
   
19.5 Delegation
   
  The Agent or, as the case may be, the U.S. Swingline Agent may act under the Finance Documents through its personnel and agents.

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19.6

Responsibility for documentation

     
 

Neither the Agent, the U.S. Swingline Agent nor any Arranger is responsible to any other Party for:

     
  (a) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document by any other Party; or
     
  (b) the collectability of amounts payable under any Finance Document; or
     
  (c) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document by any other Party.
     
19.7 Default
   
(a) The Agent or, as the case may be, the U.S. Swingline Agent is not obliged to monitor or enquire as to whether or not a Default has occurred. Neither the Agent nor the U.S. Swingline Agent will be deemed to have knowledge of the occurrence of a Default. However, if the Agent or, as the case may be, the U.S. Swingline Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Lenders of such notice.
   
(b) The Agent or, as the case may be, the U.S. Swingline Agent may require the receipt of security satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with any Finance Document before it commences these proceedings or takes that action.
   
19.8 Exoneration
   
(a) Without limiting paragraph (b) below, the Agent or, as the case may be, the U.S. Swingline Agent will not be liable to any other Party for any action taken or not taken by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct or breach of any of its obligations under or in connection with the Finance Documents.
   
(b) No Party may take any proceedings against any officer, employee or agent being an individual of the Agent or, as the case may be, the U.S. Swingline Agent in respect of any claim it might have against the Agent or, as the case may be, the U.S. Swingline Agent or in respect of any act or omission of any kind (including negligence or wilful misconduct) by that officer, employee or agent in relation to any Finance Document.
   
(c) Any officer, employee or agent being an individual of the Agent, or as the case may be, the U.S. Swingline Agent may rely on paragraph (b) above and enforce its terms under the Contract (Rights of Third Parties) Act 1999.
   
(d) Nothing in this Agreement shall oblige the Agent or an Arranger to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and an Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or an Arranger.

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19.9 Reliance
     
  The Agent or, as the case may be, the U.S. Swingline Agent may:
     
  (a) rely on any notice or document reasonably believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
     
  (b) rely on any statement made by a director or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and
     
  (c) engage, pay for and rely on legal or other professional advisers selected by it (including those in the Agent’s or, as the case may be, the U.S. Swingline Agent’s employment and those representing a Party other than the Agent or, as the case may be, the U.S. Swingline Agent).
     
19.10 Credit approval and appraisal
     
  Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:
     
  (a) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Agent, the U.S. Swingline Agent or the Arrangers in connection with any Finance Document; and
     
  (b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
     
19.11 Information
     
(a) The Agent or, as the case may be, the U.S. Swingline Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to the Agent or, as the case may be, the U.S. Swingline Agent by a Party for that person.
   
(b) The Agent shall promptly supply a Lender with a copy of each document received by the Agent under Clauses 4 (Conditions precedent), 26.5 (Additional Guarantors) or 26.6 (Additional Borrowers) upon the request and at the expense of that Lender.
   
(c) Except where this Agreement specifically provides otherwise, the Agent or, as the case may be, the U.S. Swingline Agent is not obliged to review or check the accuracy or completeness of any document it forwards to another Party.
   
(d) Except as provided above, the Agent or, as the case may be, the U.S. Swingline Agent has no duty:
   
  (i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the financial condition or affairs of any Obligor or any related entity of any Obligor whether coming into its possession or that of any of its related entities before, on or after the Signing Date; or
     
  (ii) unless specifically requested to do so by a Lender in accordance with this Agreement, to request any certificates or other documents from any Obligor.

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19.12 The Agent, the U.S. Swingline Agent and the Arrangers individually
     
(a) If it is also a Lender, each of the Agent, the U.S. Swingline Agent and the Arrangers has the same rights and powers under this Agreement as any other Lender and may exercise those rights and powers as though it were not the Agent, the U.S. Swingline Agent or an Arranger.
     
(b) Each of the Agent, the U.S. Swingline Agent and the Arrangers may:
     
  (i) carry on any business with an Obligor or its related entities;
     
  (ii)

act as agent or trustee for, or in relation to any financing involving, an Obligor or its related entities; and

     
  (iii) retain any profits or remuneration in connection with its activities under the Finance Documents, or in relation to any of the foregoing.
     
19.13 Indemnities
   
(a) Without limiting the liability of any Obligor under the Finance Documents, each Lender shall forthwith on demand indemnify the Agent or, as the case may be, the U.S. Swingline Agent for its proportion of any liability or loss incurred by the Agent or, as the case may be, the U.S. Swingline Agent in any way relating to or arising out of its acting as the Agent or, as the case may be, the U.S. Swingline Agent, except to the extent that the liability or loss arises directly from the Agent’s or, as the case may be, the U.S. Swingline Agent’s negligence or wilful misconduct.
   
(b) A Lender’s proportion of the liability or loss set out in paragraph (a) above is the proportion which its Commitment bears to the Total Commitments at the date of demand or, if the Total Commitments have been cancelled, bore to the Total Commitments immediately before being cancelled.
   
19.14 Compliance
   
(a) The Agent or, as the case may be, the U.S. Swingline Agent, may refrain from doing anything which might, in its reasonable opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its reasonable opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
   
(b) Without limiting paragraph (a) above, the Agent or, as the case may be, the U.S. Swingline Agent, need not disclose any information relating to any Obligor or any of its related entities if the disclosure might, in the opinion of the Agent or, as the case may be, the U.S. Swingline Agent, constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.
   

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19.15

Resignation of the Agent or the U.S. Swingline Agent

   
(a) Notwithstanding its irrevocable appointment, the Agent or, as the case may be, the U.S. Swingline Agent, may resign by giving notice to the Lenders and Vodafone, in which case the Agent or, as the case may be, the U.S. Swingline Agent, may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may after consultation with Vodafone appoint a reputable and experienced bank as successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(b) If the appointment of a successor Agent or, as the case may be, successor U.S. Swingline Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent or, as the case may be, successor U.S. Swingline Agent which accepts the appointment, the retiring Agent or, as the case may be, the retiring U.S. Swingline Agent may, following consultation with Vodafone, appoint a successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(c) The resignation of the retiring Agent or, as the case may be, retiring U.S. Swingline Agent and the appointment of any successor Agent or, as the case may be, successor U.S. Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor U.S. Swingline Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent or, as the case may be, successor U.S. Swingline Agent will succeed to the position of the retiring Agent or, as the case may be, retiring U.S. Swingline Agent and the term “ Agent ” or, as the case may be, “ U.S. Swingline Agent ” will mean the successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(d) The retiring Agent or, as the case may be, retiring U.S. Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor U.S. Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor U.S. Swingline Agent may reasonably request for the purposes of performing its functions as the Agent or, as the case may be, the U.S. Swingline Agent under this Agreement.
   
(e) Upon its resignation becoming effective, this Clause 19 shall continue to benefit the retiring Agent or, as the case may be, retiring U.S. Swingline Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the U.S. Swingline Agent, and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document.
   
(f) The Majority Lenders may by notice to the Agent or, as the case may be, the U.S. Swingline Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent or, as the case may be, the U.S. Swingline Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent or successor U.S. Swingline Agent.
   
19.16 Lenders
   
  The Agent or, as the case may be, the U.S. Swingline Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Lender to the contrary by not less than five Business Days prior to the relevant payment.

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19.17 Chinese wall
   
  In acting as Agent, U.S. Swingline Agent or Arranger, the agency and syndications division of each of the Agent, the U.S. Swingline Agent and each Arranger shall be treated as a separate entity from its other divisions and departments. Any information acquired at any time by the Agent, the U.S. Swingline Agent or any Arranger otherwise than in the capacity of Agent, U.S. Swingline Agent or Arranger through its agency and syndications division (whether as financial advisor to any member of the Group or otherwise) may be treated as confidential by the Agent, U.S. Swingline Agent or Arranger and shall not be deemed to be information possessed by the Agent, U.S. Swingline Agent or Arranger in their capacity as such. Each Finance Party acknowledges that the Agent, the U.S. Swingline Agent and the Arrangers may, now or in the future, be in possession of, or provided with, information relating to the Obligors which has not or will not be provided to the other Finance Parties. Each Finance Party agrees that, except as expressly provided in this Agreement, none of the Agent, U.S. Swingline Agent or any Arranger will be under any obligation to provide, or under any liability for failure to provide, any such information to the other Finance Parties.
   
20. FEES
   
20.1 Commitment fee
   
(a) Vodafone shall pay to the Agent for distribution to each Lender pro rata to the proportion its Revolving Credit Commitment bears to the Total Commitments from time to time a commitment fee at the rate of 30 per cent of the applicable Margin on any undrawn, uncancelled amount of the Total Commitments on each day.
   
(b) Commitment fee is calculated and accrues on a daily basis on and from the Signing Date and is payable quarterly in arrear. Accrued and unpaid commitment fee is also payable to the Agent for the relevant Lender(s) on any amount of its Revolving Credit Commitment, which is cancelled voluntarily by the Borrower at the time the cancellation takes effect (but only in respect of the period up to the date of cancellation).
   
20.2 Agent’s fee
   
 

Vodafone shall pay to the Agent for its own account an agency fee in the amounts and on the dates agreed in the relevant Fee Letter.

   
20.3 Front-end fees
   
(a) Vodafone shall pay to the Agent for the Original Lenders as at the Signing Date a front-end fee in the amount and on the date specified in the relevant Fee Letter.
   
(b) If so agreed between Vodafone and an Additional Lender, Vodafone shall pay to such Additional Lender a front-end fee in the amounts and on the dates specified in the relevant Fee Letter.
   
20.4 VAT
   
  Any fee referred to in this Clause 20 is exclusive of any United Kingdom value added tax. If any value added tax is so chargeable, it shall be paid by Vodafone at the same time as it pays the relevant fee.
   
21. EXPENSES
   
21.1 Initial and special costs
   
  Vodafone shall forthwith on demand pay the Agent, the U.S. Swingline Agent and the Arrangers the amount of all out-of-pocket costs and expenses (including but not limited to legal fees up to an amount agreed, in the case of (a)(i) below, with the Arrangers) reasonably incurred by any of them in connection with:
   
  (a)

the negotiation, preparation, printing and execution of:

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    (i)   this Agreement and any other documents referred to in this Agreement; and
       
    (ii) any other Finance Document (other than a Novation Certificate) executed after the Signing Date;
       
  (b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a document referred to in any Finance Document or any amendment to this Agreement to reflect a change in currency of a country pursuant to Clause 9.4(b)(iii) (Currency); and
       
  (c) any other agency matter not of an ordinary administrative nature, arising out of or in connection with a Finance Document in the amount agreed between the Agent and Vodafone at the relevant time.
       
21.2 Enforcement costs
       
  Vodafone shall within five Business Days of receiving written demand pay to each Finance Party the amount of all costs and expenses (including but not limited to legal fees) incurred (or in the case of (b) below reasonably incurred) by it:
       
  (a) in connection with the enforcement of any Finance Document; or
       
  (b) in connection with the preservation of any rights under any Finance Document.
       
22. STAMP DUTIES
   
Vodafone shall pay and within five Business Days of receiving written demand indemnify each Finance Party against any liability it incurs in respect of any stamp, registration or similar tax which is or becomes payable in any jurisdiction in or through which any payment under the Finance Documents is made or any Obligor is incorporated or has any assets in connection with the entry into, performance or enforcement of any Finance Document.
       
23. INDEMNITIES
       
23.1 Currency indemnity
       
(a) If a Finance Party receives an amount in respect of an Obligor’s liability under the Finance Documents or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the Contractual Currency ) in which the amount is expressed to be payable under the relevant Finance Document:
       
  (i) that Obligor shall indemnify that Finance Party as an independent obligation against any loss or liability arising out of or as a result of the conversion;
       
  (ii) if the amount received by that Finance Party, when converted into the Contractual Currency at a market rate in the usual course of its business, is less than the amount owed in the Contractual Currency, the Obligor concerned shall forthwith on demand pay to that Finance Party an amount in the Contractual Currency equal to the deficit (provided that if the amount received by the Finance Party following such conversion is greater than the amount owed, the Finance Party shall pay to such Obligor an amount equal to the excess); and

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  (iii)   the Obligor shall pay to the Finance Party concerned on demand any exchange costs and taxes payable in connection with any such conversion.
       
(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.
       
23.2 Other indemnities
       
  Vodafone shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:
       
  (a) the occurrence of any Default; or
       
  (b) the operation of Clause 18.16 (Acceleration); or
       
  (c) any payment of principal or an Overdue Amount being received from any source otherwise than in the case of Revolving Credit Advances or Swingline Advances on its Maturity Date (and, for the purposes of this paragraph (c), the Maturity Date of an Overdue Amount is the last day of each Designated Term; or
       
  (d) a Default or an action or omission by an Obligor resulting in an Advance not being disbursed after a Borrower has delivered a Request for that Advance.
       
 

Vodafone’s liability in each case includes any loss or expense, (excluding loss of Margin) in respect or on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document, any amount repaid or prepaid or any Advance.

       
23.3 Breakage costs
       
  If a Finance Party receives or recovers any payment of principal of an Advance or of an Overdue Amount other than on its Maturity Date or, as the case may be, the last day of the Designated Term for the purposes of calculation of the amount payable by Vodafone under sub-clause (c) of Clause 23.2 (Other indemnities) in respect of the amount so received or recovered, that Finance Party shall calculate:
       
  (a) the additional interest (excluding the Margin) which would have been payable on the principal so received or recovered had it been received or recovered on the relevant Maturity Date or, as the case may be, the last day of the Designated Term; and
       
  (b) the amount of interest which would have been payable to that Finance Party on the relevant Maturity Date or, as the case may be, the last day of the Designated Term concerned in respect of a deposit by that Finance Party in the currency of the amount received or recovered placed with a prime bank in London earning interest from (and including) the earliest Business Day for placing deposits in such currency following receipt of that amount up to (but excluding) the relevant Maturity Date or, as the case may be, the last day of the applicable Designated Term,
       
  and if the amount payable under paragraph (a) above is greater than the amount payable under paragraph (b), Vodafone will, forthwith on receipt of a demand from the relevant Finance Party pursuant to sub-clause (c) of Clause 23.2 (Other indemnities), pay to that Finance Party an amount equal to the difference between the amount payable under (a) and (b) above.
       

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24. EVIDENCE AND CALCULATIONS
       
24.1 Accounts
       
  Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate (except in a case of manifest error).
       
24.2 Certificates and determinations
       
  Any certification or determination by a Finance Party of a rate or amount under this Agreement is, in the absence of manifest error, prima facie evidence of the matters to which it relates.
       
24.3 Calculations
       
  Interest and the fees payable under Clause 20.1 (Commitment fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days, or, in the case of interest at the Swingline Rate or any interest payable in an amount denominated in Sterling, 365 days.
       
25. AMENDMENTS AND WAIVERS
       
25.1 Procedure
       
(a) Subject to Clause 25.2 (Exceptions) and Clause 25.3 (NewTopco), any term of the Finance Documents may be amended or waived with the agreement of Vodafone and the Majority Lenders. The Agent may effect, on behalf of the Lenders, an amendment to which the Majority Lenders have agreed.
       
(b) The Agent shall promptly notify the other Parties of any amendment or waiver effected under paragraph (a) above, and any such amendment or waiver shall be binding on all the Parties.
       
25.2 Exceptions
       
  An amendment or waiver which relates to:
     
  (a)     the definition of “Majority Lenders” in Clause 1.1 (Definitions); or
       
  (b)  

an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under the Finance Documents; or

       
  (c) an increase in or extension of a Lender’s Commitment or a change to the Margin; or
       
  (d) a change in the guarantee under Clause 14 (Guarantee) otherwise than in accordance with Clause 26.5 (Additional Guarantors) or Clause 14.9 (Removal of Guarantors); or
       
  (e)   a term of a Finance Document which expressly requires the consent of each Lender; or
     
  (f)   Clause 29 (Pro rata Sharing) or this Clause 25; or
       
  (g)     any Term exceeding six months,  

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  may not be effected without the consent of each Lender. Any amendment or waiver which changes, or relates to the rights and/or obligations of the Agent or U.S. Swingline Agent shall also require the Agent’s or the U.S. Swingline Agent’s (as applicable) agreement.
   
25.3 NewTopco
       
  Any amendment substituting a reference to Vodafone with a reference to NewTopco:
       
  (a)     to any procedural or administrative provision of this Agreement; or
       
  (b) which puts the Parties in substantially the same position as applied prior to the Hive Up,
       
  may be effected by agreement between NewTopco and the Agent.
       
25.4 Waivers and remedies cumulative
       
  The rights of each Party under the Finance Documents:
     
  (a)   may be exercised as often as necessary;
       
  (b)   are cumulative and not exclusive of its rights under the general law; and  
       
  (c)   may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.
       
26. CHANGES TO THE PARTIES
       
26.1 Transfers by Obligors
       
(a)   No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement provided that without any further consent from the Lenders or the Agent it may, subject to Clause 26.1(b) below and provided that no Default is continuing or would result from any such transfer, transfer its rights and obligations under this Agreement to NewTopco or any Intermediate Holding Company and NewTopco or the Intermediate Holding Company will execute a document, or documents, in favour of the Lenders in form and substance the same as this Agreement, with references to such Obligor in this Agreement amended to mean NewTopco or such Intermediate Holding Company (as applicable), provided that if such transfer is to an Intermediate Holding Company, the Agent may, within 30 days of receipt of notification of such transfer, require NewTopco to accede as a Guarantor. The Agent shall (and is hereby authorised to) execute on behalf of the Finance Parties any such document or documents executed by NewTopco or the Intermediate Holding Company provided that the conditions set out in this Clause 26.1 are satisfied.
       
(b)   The transfer of rights and obligations under this Agreement to NewTopco or any Intermediate Holding Company shall not require the consent of the Lenders or the Agent provided that NewTopco or the Intermediate Holding Company, as applicable, is incorporated and tax resident in the United Kingdom or in the United States and prior to such transfer Vodafone provides satisfactory evidence to the Agent that it is tax resident in one of those jurisdictions. The prior written consent of the Majority Lenders shall be required in relation to the transfer of rights and obligations to a NewTopco or an Intermediate Holding Company incorporated elsewhere.

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26.2 Transfers by Lenders
       
(a) A Lender (the “ Existing Lender ”) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement to another bank or financial institution (the “ New Lender ”) provided that:
       
  (i) Subject to paragraph (b) below Vodafone (or following a Hive Up NewTopco) has, except in the case of an assignment, transfer or novation to an Affiliate, given its prior written consent (in the case of a transfer to a financial institution, such consent to be in its absolute discretion and, in the case of a transfer to a bank, such consent not to be unreasonably withheld or delayed);
       
  (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate and in multiples of U.S.$1,000,000 (unless to an Affiliate or to a Lender or the Agent agrees otherwise) must be assigned, transferred or novated; and
       
  (iii)   in the case of an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender’s Swingline Commitment does not exceed its Commitment after the assignment, transfer or novation.
       
(b) Vodafone must respond to a request for its consent to a transfer made under paragraph (a)(i) above as soon as is reasonably practicable and, in any event, no later than 15 Business Days after the day on which it received the request, or Vodafone will be deemed to have given its consent to the transfer.
       
(c) A transfer of obligations will be effective only if either:
       
  (i) the obligations are novated in accordance with Clause 26.4 (Procedure for novations); or
       
  (ii) the New Lender gives prior written notice to Vodafone and, except in the case of an assignment, transfer or novation to an Affiliate, obtains the consent of Vodafone in accordance with Clause 26.2(a)(i) above and confirms to the Agent and Vodafone that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender; and
       
  (iii)   the Agent has performed all “know your customer” or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
       
(d) Nothing in this Agreement restricts the ability of a Lender to sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.
       
(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.

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(f) An Existing Lender is not responsible to a New Lender for:
     
  (i) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
     
  (ii) the collectability of amounts payable under any Finance Document; or
     
  (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document.
     
(g) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
     
  (i) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
     
  (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
   
(h) Nothing in any Finance Document obliges an Existing Lender to:
     
  (i) accept a re transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 26; or
     
  (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.
     
(i) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.
     
(j)   If any assignment, transfer or novation results either:
     
  (i) at the time of the assignment, transfer or novation; or
     
  (ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of the assignment, transfer or novation,
     
  in additional amounts becoming due under Clause 10 (Taxes) or amounts becoming due under Clause 12 (Increased costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.
   
26.3 Affiliates of Lenders
   
(a) Each Lender may fulfil its obligations in respect of any Advance through an Affiliate if:
   
  (i) the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Novation Certificate in accordance with this Agreement and subject to any consent required under Clause 26.2 (Transfers by Lenders); and
     
  (ii) the Advances in which that Affiliate will participate are specified in this Agreement or in a notice given by that Lender to the Facility Agent.

 

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  In this event, the Lender and the Affiliate will participate in Advances in the manner provided for in sub-paragraph (ii) above.
   
(b) If paragraph (a) above applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be treated as separate Lenders.
   
26.4 Procedure for novations
   
(a) A novation is effected if:
   
  (i) the Existing Lender and the New Lender deliver to the Agent a duly completed certificate (a “ Novation Certificate ”), substantially in the form of Part 1 of Schedule 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is received); and
     
  (ii) the Agent executes it (as soon as practicable for it to do so).
   
(b) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf.
   
(c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:
     
  (i) the Existing Lender and the other Parties (the “ Existing Parties ”) will be released from their obligations to each other (the “ Discharged Obligations ”);
     
  (ii) the New Lender and the Existing Parties will assume obligations towards each other which differ from the Discharged Obligations only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender;
     
  (iii) the rights of the Existing Lender against the Existing Parties and vice versa (the “ Discharged Rights ”) will be cancelled; and
     
  (iv) the New Lender and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the New Lender instead of the Existing Lender,
     
  all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.
     
(d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance.
     
(e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

 

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26.5 Additional Guarantors
     
(a) (i) Vodafone will procure that NewTopco and any Intermediate Holding Company of Vodafone will become an Additional Guarantor on or before the Reorganisation Date by executing and delivering the documents set out in paragraph (iii) below on or before the Reorganisation Date.
     
  (ii) Subject to Vodafone’s prior written consent, any other member of the Group may become an Additional Guarantor.
     
  (iii) The relevant company will become an Additional Guarantor upon:
       
    (A) the delivery to the Agent of a Guarantor Accession Agreement duly executed by that company; and
    (B) delivery to the Agent of all those other documents listed in Part 2 of Schedule 2, in each case in the agreed form or in such other form and substance satisfactory to the Agent.
   
(b) The execution of a Guarantor Accession Agreement constitutes confirmation by the Additional Guarantor concerned that the representations and warranties set out in Clauses 15.1 (Representations and warranties) to 15.6 (Authorisations) to be made by it on the date of the Guarantor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.
   
26.6 Additional Borrowers
   
(a) (i) Any member of the Restricted Group, or following a Hive Up (and subject to the proviso below), NewTopco or any Intermediate Holding Company incorporated and tax resident in the United Kingdom or in the United States or, subject to the prior written consent of the Majority Lenders, elsewhere which Vodafone nominates may become an Additional Borrower, provided that on or prior to the date on which NewTopco or any Intermediate Holding Company accedes as an Additional Borrower it also accedes as an Additional Guarantor.
     
  (ii) The relevant member of the Restricted Group will become an Additional Borrower upon:
     
    (A) the delivery to the Agent of a Borrower Accession Agreement duly executed by that member of the Restricted Group; and
       
    (B) delivery to the Agent of all those other documents listed in Part 3 of Schedule 2, in each case in the agreed form or in such other form and substance satisfactory to the Agent.
       
(b) The execution of a Borrower Accession Agreement constitutes confirmation by the Additional Borrower concerned that the representations and warranties set out in Clauses 15.1 (Representations and warranties) to 15.6 (Authorisations) to be made by it on the date of the Borrower Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.

 

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26.7 Removal of Borrowers
   
(a) Any Borrower (other than Vodafone (subject to Clause 26.7(b) below) or, if applicable, NewTopco) which has no liabilities to the Finance Parties in respect of outstanding Advances or any other liabilities to the Finance Parties under the Finance Documents (other than as a Guarantor) may, at the request of Vodafone and if no Default is outstanding, cease to be a Borrower by entering into a supplemental agreement to this Agreement at the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that Borrowers’ obligations as a Borrower under this Agreement.
     
(b) If on the Reorganisation Date:
     
  (i)   NewTopco and any Intermediate Holding Company has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors);
     
  (ii)   Vodafone has no liabilities to the Finance Parties in respect of outstanding Advances or any other liabilities to the Finance Parties under the Finance Documents (other than as a Guarantor); and
     
  (iii) no Default is continuing,
     
  Vodafone may cease to be a Borrower with effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Vodafone’s obligations as a Borrower under this Agreement.
     
26.8 Reference Banks
     
  If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with Vodafone) appoint another Lender or an Affiliate of a Lender which is not a Reference Bank to replace that Reference Bank.
   
26.9 Register
   
  The Agent shall keep a register of all the Parties including in the case of Lenders the details of their Facility Office notified to the Agent from time to time, and shall supply any other Party (at that Party’s expense) with a copy of the register on request.
   
27. DISCLOSURE OF INFORMATION
   
(a) A Lender may disclose to any of its Affiliates or any person with whom it is proposing to enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement:
   
  (i)   a copy of any Finance Document; and
     
  (ii) any information which that Lender has acquired under or in connection with any Finance Document,
     
  provided that a Lender shall not disclose any such information to a person other than one of its Affiliates unless that person has provided to that Lender a confidentiality undertaking addressed to that Lender and Vodafone substantially in the form of Schedule 6 or such other form as Vodafone may approve.

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(b) Paragraphs 1(a), 1(c), 2(b), 3, 6, 8, 9 and 12 of Schedule 6 (Form of confidentiality undertaking from new Lender) shall be deemed to be incorporated herein as if set out in full ( mutatis mutandis ), but as if references therein to “we” were to each Finance Party and references to “you” were to Vodafone.
   
28. SET-OFF
   
28.1 Contractual set-off
   
  Whilst an Event of Default subsists, each Obligor authorises each Finance Party to apply any credit balance to which that Obligor is entitled on any account of that Obligor with that Finance Party in satisfaction of any sum due and payable from that Obligor to that Finance Party under the Finance Documents but unpaid. For this purpose, each Finance Party is authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary to effect such application.
   
28.2 Set-off not mandatory
   
  No Finance Party shall be obliged to exercise any right given to it by Clause 28.1 (Contractual set-off).
   
28.3 Notice of set-off
   
  Any Finance Party exercising its rights under Clause 28.1 (Contractual set-off) shall notify Vodafone promptly after set-off is applied.
   
29. PRO RATA SHARING
   
29.1 Redistribution
   
  If any amount owing by an Obligor under any Finance Document to a Finance Party (the “ Recovering Finance Party ”) is discharged by payment, set-off or any other manner other than through the Agent in accordance with Clause 9 (Payments) (a “ Recovery ”), then:
     
  (a) the Recovering Finance Party shall, within three Business Days, notify details of the Recovery to the Agent;
     
  (b) the Agent shall determine whether the Recovery is in excess of the amount which the Recovering Finance Party would have received had the Recovery been received by the Agent and distributed in accordance with Clause 9 (Payments);
     
  (c) subject to Clause 29.3 (Exceptions), the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “ Redistribution ”) equal to the excess;
     
  (d) the Agent shall treat the Redistribution as if it were a payment by the Obligor concerned under Clause 9 (Payments) and shall pay the Redistribution to the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 9.7 (Partial payments); and
     
  (e) after payment of the full Redistribution, the Recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above, and that Obligor will owe the Recovering Finance Party a debt which is equal to the Redistribution, immediately payable and of the type originally discharged.

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29.2 Reversal of redistribution
     
  If under Clause 29.1 (Redistribution):
     
  (a) a Recovering Finance Party must subsequently return a Recovery, or an amount measured by reference to a Recovery, to an Obligor; and
     
  (b) the Recovering Finance Party has paid a Redistribution in relation to that Recovery,
     
  each Finance Party shall, within three Business Days of demand by the Recovering Finance Party through the Agent, reimburse the Recovering Finance Party all or the appropriate portion of the Redistribution paid to that Finance Party. Thereupon the subrogation in Clause 29.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.
     
29.3 Exceptions
     
(a) A Recovering Finance Party need not pay a Redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the Redistribution pursuant to Clause 29.1(e) (Redistribution).
   
(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings.
   
30. SEVERABILITY
     
  If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
     
  (a) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or
     
  (b) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.
     
31. COUNTERPARTS
     
  This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
     
32. NOTICES
     
32.1 Giving of notices
     
(a) All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:
     
  (i)   if in writing, when delivered; and
     
  (ii) if by facsimile, when received.
     
  However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.

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(b) Any Party may agree with any other Party to give and receive notices by telex in which case the notice will be deemed given when the correct answerback is received.
   
32.2 Addresses for notices
   
(a) The address and facsimile number of each Party (other than the Agent, the U.S. Swingline Agent and Vodafone) for all notices under or in connection with this Agreement are:
     
  (i) that notified by that Party for this purpose to the Agent on or before it becomes a Party; or
     
  (ii) any other notified by that Party for this purpose to the Agent by not less than five Business Days’ notice.
     
(b) The address and facsimile numbers of the Agent are:
     
  The Royal Bank of Scotland plc
  25 Devonshire Square
London
EC2M 4BB
 
  Contact: Loans Admin Unit
  Telephone: 020 7672 6284
  Facsimile: 020 7615 7673
     
  or such other as the Agent may notify to the other Parties by not less than five Business Days’ notice.
     
(c) The address and facsimile numbers of the U.S. Swingline Agent are:
   
  The Royal Bank of Scotland plc
10th Floor, 101 Park Avenue
New York, USA

10178
     
  Contact: Loans Admin Unit, Sheila Shaw
  Telephone: 001 212 401 1406
  Facsimile: 001 212 401 1494
     
  or such other as the U.S. Swingline Agent may notify to the other Parties by not less than five Business Days’ notice.
     
(d) The addresses and facsimile numbers of Vodafone are:
     
  Vodafone Group Plc
  Vodafone House
  The Connection
  Newbury RG14 2FN
     
  Contact: Group Treasurer
  Telephone: 07785 771847
  Facsimile: 01635 676 746

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  or such other as Vodafone may notify to the other Parties by not less than five Business Days’ notice.
   
(e) The Agent shall, promptly upon request from any Party, give to that Party the address or facsimile number of any other Party applicable at the time for the purposes of this Clause 32.
   
33. LANGUAGE
   
(a) Any notice given under or in connection with any Finance Document shall be in English.
   
(b) All other documents provided under or in connection with any Finance Document shall be:
     
  (i) in English; or
     
  (ii) if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.
     
34. JURISDICTION
   
34.1 Submission
   
  For the benefit of each Finance Party, each Obligor agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document and accordingly submits to the jurisdiction of the English courts.
   
34.2 Service of process
   
  Without prejudice to any other mode of service, each Obligor (other than an Obligor incorporated in England and Wales):
   
  (a) irrevocably appoints Vodafone as its agent for service of process relating to any proceedings before the English courts in connection with any Finance Document (and Vodafone accepts this appointment);
     
  (b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned;
     
  (c) consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 32.2 (Addresses for notices); and
     
  (d) agrees that if the appointment of any person mentioned in paragraph (a) or (b) above ceases to be effective, the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Agent is entitled to appoint such a person by notice to Vodafone.
     
34.3 Forum convenience and enforcement abroad
     
  Each Obligor:
     
  (a) waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and

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  (b) agrees that a judgment or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
     
34.4 Non-exclusivity
     
  Nothing in this Clause 34 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document:
     
  (a) in any other court of competent jurisdiction; or
     
  (b) concurrently in more than one jurisdiction.
     
35. GOVERNING LAW
     
  This Agreement is governed by English law.
     
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

LENDERS AND COMMITMENTS

PART 1

LENDERS AND COMMITMENTS

Commitments
U.S.$

   
   
Original Lender Commitment
   
  (U.S.$)
   
ABN AMRO Bank N.V. 200,000,000
   
Banco Bilbao Vizcaya Argentaria S.A. 200,000,000
   
Banco Santander Central Hispano, S.A. London Branch 200,000,000
   
Bank of America, N.A. 200,000,000
   
Barclays Bank PLC 200,000,000
   
Bayerische Hypo- und Vereinsbank AG 200,000,000
   
BNP Paribas (London Branch) 200,000,000
   
Calyon 200,000,000
   
Citibank, N.A. 200,000,000
   
COMMERZBANK Aktiengesellschaft, London Branch 200,000,000
   
Deutsche Bank AG London 200,000,000
   
HSBC Bank plc 200,000,000
   
ING Bank, N.V., London Branch 200,000,000
   
JPMorgan Chase Bank, N.A. 200,000,000
   
Lehman Commercial Paper Inc. 200,000,000
   
Lloyds TSB Bank plc 200,000,000
   
Mizuho Corporate Bank, Ltd. 200,000,000
   
Morgan Stanley Bank International Limited andMorgan Stanley Bank 200,000,000
   
National Australia Bank Limited ABN 12 004 044 937 200,000,000

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Original Lender Commitment
   
Sumitomo Mitsui Banking Corporation Europe Limited 200,000,000
   
The Bank of Tokyo-Mitsubishi, Ltd. 200,000,000
   
The Royal Bank of Scotland plc 200,000,000
   
UBS AG, London Branch 200,000,000
   
WestLB AG, London Branch 200,000,000
   
William Street Commitment Corporation 200,000,000
   
Banca Intesa SpA 105,000,000
   
KBC Bank NV 105,000,000
   
Standard Chartered Bank 105,000,000
   
TD Bank Europe Limited 105,000,000
   
The Bank of New York 105,000,000
   
   
Total U.S.$5,525,000,000

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PART 2

SWINGLINE LENDERS AND SWINGLINE COMMITMENTS

Swingline Lender Swingline Commitments
  U.S.$
   
ABN AMRO Bank N.V. 200,000,000
   
Banco Bilbao Vizcaya Argentaria S.A. (New York Branch) 200,000,000
   
Bank of America, N.A. 200,000,000
   
Barclays Bank PLC 200,000,000
   
BNP Paribas, New York Branch 200,000,000
   
Calyon 200,000,000
   
Citibank, N.A. 200,000,000
   
COMMERZBANK Aktiengesellschaft, New York Branch 200,000,000
   
Deutsche Bank AG New York 200,000,000
   
HSBC Bank plc 200,000,000
   
JPMorgan Chase Bank, N.A. 200,000,000
   
Lloyds TSB Bank plc 200,000,000
   
The Royal Bank of Scotland plc (New York Branch) 200,000,000
   
UBS AG, Stamford Branch 200,000,000
   
WestLB AG, New York Branch 200,000,000
   
   
Total U.S.$3,000,000,000

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PART 3

MANDATED LEAD ARRANGERS

ABN AMRO Bank N.V.
Banc of America Securities Limited
Banco Bilbao Vizcaya Argentaria S.A.

Banco Santander Central Hispano, S.A. London Branch
Barclays Capital (the Investment Banking Division of Barclays Bank PLC)
Bayerische Hypo- und Vereinsbank AG

BNP Paribas
Calyon

Citigroup Global Markets Limited
COMMERZBANK Aktiengesellschaft, London Branch
Deutsche Bank AG London
HSBC Bank plc
ING Bank, N.V., London Branch
J.P Morgan Plc
Lehman Commercial Paper Inc.

Lloyds TSB Bank plc
Mizuho Corporate Bank, Ltd.

Morgan Stanley Bank International Limited
National Australia Bank Limited ABN 12 004 044 937
Sumitomo Mitsui Banking Corporation Europe Limited
The Bank of Tokyo-Mitsubishi, Ltd.

The Royal Bank of Scotland plc
UBS Limited
WestLB AG, London Branch

William Street Commitment Corporation

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PART 4

CO-ARRANGERS

Banca Intesa SpA
KBC Bank NV
Standard Chartered Bank
TD Bank Europe Limited
The Bank of New York

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SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

PART 1

TO BE DELIVERED BEFORE THE FIRST ADVANCE

1. Constitutional documents
   
  A copy of the memorandum and articles of association and certificate of incorporation of Vodafone.
   
2.   Authorisations
   
(a) A copy of a resolution of the board of directors of Vodafone or, if applicable, of a committee of the board of directors (together with a copy of the resolution of the board of directors constituting that committee):
   
  (i) approving the terms of, and the transactions contemplated by, this Agreement and the Fee Letters and resolving that it execute and, where applicable, deliver this Agreement and the Fee Letters;
     
  (ii)   authorising a specified person or persons to execute and, where applicable, deliver this Agreement and the Fee Letters on its behalf; and
     
  (iii)   authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including Requests) to be signed and/or despatched by it under or in connection with the Finance Documents;
   
(b) a specimen of the signature of each person authorised by the resolution referred to in paragraph (a) above;
   
(c) a certificate of a director of Vodafone confirming that as at the first Drawdown Date the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 7 Year Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit having been waived or otherwise);
   
(d) a certificate of an authorised signatory of Vodafone certifying that each copy document specified in this Part 1 of Schedule 2 and supplied by Vodafone is correct, complete and in full force and effect as at a date no earlier than the Signing Date.
   
3.   Legal opinions
   
  A legal opinion of Allen & Overy, English law counsel to the Agent, in relation to English law.
   
4. Fee Letter
   
  Duly executed Fee Letters referred to in paragraphs (a) and (b) of the definition of “Fee Letters”.

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PART 2

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1. A Guarantor Accession Agreement, duly executed (if appropriate, under seal) by the Additional Guarantor.
     
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Guarantor.
     
3. A copy of a resolution of the board of directors of the Additional Guarantor:
     
  (a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement as a deed;
     
  (b) authorising a specified person or persons to execute the Guarantor Accession Agreement as a deed; and
     
  (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement.
     
4. If the Additional Guarantor is not NewTopco and the lawyers referred to in paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
     
5. If the Additional Guarantor is not NewTopco, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor:
     
  (a) approving the terms of the resolution referred to in paragraph 4 above; and
     
  (b) authorising a specified person or persons to sign the resolution on its behalf.
     
6. A certificate of a director of the Additional Guarantor certifying that the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 7 Year Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit being waived or otherwise).
     
7. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
     
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
     
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.

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10. A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
   
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.

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PART 3

TO BE DELIVERED BY AN ADDITIONAL BORROWER

1. A Borrower Accession Agreement, duly executed (if appropriate, under seal) by the Additional Borrower.
     
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Borrower.
     
3. A copy of a resolution of the board of directors of the Additional Borrower:
     
  (a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement;
     
  (b) authorising a specified person or persons to execute the Borrower Accession Agreement; and
     
  (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement.
     
4. A certificate of a director of the Additional Borrower certifying that the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 7 Year Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit being waived or otherwise).
     
5. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document.
     
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
     
7. A copy of the latest annual statutory audited accounts of the Additional Borrower (if any).
     
8. A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower addressed to the Finance Parties.
     
9. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in this Part 3 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement.

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SCHEDULE 3

MANDATORY COST FORMULAE

1. The Mandatory Cost for an Advance (other than a Swingline Advance) is an addition to the interest rate to compensate Lenders for the cost of compliance with the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions).
     
2. On the first day of each Advance (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Mandatory Cost Rate ) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Mandatory Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Advance) and will be expressed as a percentage rate per annum.
     
3. The Mandatory Cost Rate for any Lender lending from a Facility Office in the UK will be calculated by the Agent as follows:
     
  (a) in relation to a sterling Advance:
     
      AB + C ( B – D ) + E x 0.01
————–—————— per cent. per annum
          100 – ( A + C )
       
  (b) in relation to an Advance in any currency other than sterling:
       
      E x 0.01
——— per cent. per annum
    300
       
  Where:
     
  A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
     
  B is the percentage rate of interest (excluding the Margin and the Mandatory Cost) payable on the Advance for the relevant Term of the Advance.
     
  C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
     
  D is the percentage rate per annum payable by the Bank of England to that Lender on interest bearing Special Deposits.
     
  E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

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4. For the purposes of this Schedule:
     
  (a) Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
     
  (b) Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
     
  (c) Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and
     
  (d) Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
     
5. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
     
6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.
     
7. In addition to any notification required under Clause 8.1(c) (Interest rate for all Advances), each Lender shall supply any information required by the Agent for the purpose of calculating its Mandatory Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:
     
  (a) its jurisdiction of incorporation and the jurisdiction of its Facility Office; and
     
  (b) any other information that the Agent may reasonably require for such purpose.
     
  Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.
     
8. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
     
9. The Agent shall have no liability to any person if such determination results in a Mandatory Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 6 and 7 above is true and correct in all respects.

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10. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Mandatory Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 6 and 7 above.
   
11. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, a Mandatory Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.
   
12. The Agent may from time to time, after consultation with Vodafone and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England or the Financial Services Authority (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.
   
  Reference Banks ” has the meaning set out in Clause 1.1 of this Agreement.

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SCHEDULE 4  
           
   FORM OF REQUEST     
           
To: THE ROYAL BANK OF SCOTLAND PLC as [Agent/U.S. Swingline Agent*]      
           
From: [BORROWER]      
           
        Date:  [        ]  
           
   Vodafone Group Plc –U.S.$[      ]    
  Revolving Credit Agreement dated 24 June 2004 (as amended and restated on 24 June 2005)     
           
1 We wish to utilise the Revolving Credit Facility* and/or the Swingline Facility* by way of Advances*/Swingline Advances* as follows:      
         
           
  (a) Drawdown Date: Revolving    
      Credit Facility: [        ]*  
      Swingline Facility: [        ]*  
           
  (b) Requested Amount (including currency): Revolving    
      Credit Facility: [        ]*  
      Swingline Facility: [        ]*  
           
  (c) Term: Revolving    
      Credit Facility: [        ]*  
      Swingline Facility: [        ]*  
           
  (d) Payment Instructions: Revolving    
      Credit Facility: [        ]*  
      Swingline Facility: [        ]*  
           
2. We confirm that each condition specified in [Clause 4.2 (Conditions to all drawdowns and rollovers)] ** is satisfied on the date of this Request and this Advance would not cause any borrowing limit binding on us to be exceeded      
           
           
[By:          
[BORROWER]      
Authorised Signatory]      
           
           
           
           
           

     
** Delete as applicable depending on whether the Advance is a Rollover Advance.      

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SCHEDULE 5
       
FORMS OF ACCESSION DOCUMENTS
       
PART 1
       
NOVATION CERTIFICATE
       
To: THE ROYAL BANK OF SCOTLAND PLC as Agent    
       
From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [        ]  
       
       
Vodafone Group Plc –U.S.$[        ]
Revolving Credit Agreement dated 24 June 2004 (as amended and restated on 24 June 2005)
       

We refer to Clause 26.4 (Procedure for novations).

   
       
1. We [        ] (the “ Existing Lender ”) and [        ] (the “ New Lender ”) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with Clause 26.4 (Procedure for novations)
       
2. The specified date for the purposes of [Clause 26.4(c) (Procedure for novations)] is [date of novation].
       
3. The Facility Office and address for notices of the New Lender for the purposes of Clause 32.2 (Addresses for notices) are set out in the Schedule.
       
4. The New Lender confirms that it has given notice to Vodafone of the entry into of this Novation Certificate [and has obtained Vodafone’s consent] in accordance with Clause 26.2(b)(ii) (Transfers by Lenders).
       
5. This Novation Certificate is governed by English law.    
       
       
       
       
       
       
       

   
* Delete as applicable depending on whether Vodafone’s consent is required.    

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THE SCHEDULE  
       
Rights and obligations to be novated  
       
[ Details of the rights and obligations of the Existing Lender to be novated. ]  
       
       
[ New Lender ]      
       
[Facility Office Address for notices]    
       
[Existing Lender] [New Lender] THE ROYAL BANK OF SCOTLAND PLC  
       
By: By: By:  
       
Date: Date: Date:  

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PART 2

       
GUARANTOR ACCESSION AGREEMENT
         
To: THE ROYAL BANK OF SCOTLAND PLC as Agent  
         
From: [PROPOSED GUARANTOR]  
         
        Date: [        ]
         
Vodafone Group Plc – U.S.$[        ] Revolving Credit Agreement
dated 24 June 2004 (as amended and restated on 24 June 2005) (the “Credit Agreement”)
         
Terms used in this Deed which are defined in the Credit Agreement shall have the same meaning in this Deed as in the Credit Agreement.
         
We refer to Clause 26.5 (Additional Guarantors).      
         
We, [name of company] of [Registered Office] (Registered no. [        ] ) agree to become an Additional Guarantor and to be bound by the terms of the Credit Agreement as an Additional Guarantor in accordance with Clause 26.5 (Additional Guarantors). [In addition, we also agree to become bound by all the terms of the Credit Agreement expressed to apply to or be binding on NewTopco] *  
         
Our address for notices for the purposes of Clause 32.2 (Addresses for notices) is:  
         
[        
    ]    
         
This Deed is governed by English law.      
         
Executed as a deed by ) Director  
[PROPOSED GUARANTOR] )    
acting by ) Director/Secretary  
And )    
         
         
         
         
         
         

     
* Only in the case of accession by NewTopCo.      

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PART 3

BORROWER ACCESSION AGREEMENT

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [PROPOSED BORROWER]
   
  [Date]

Vodafone Group Plc -U.S.$[         ] Revolving Credit Agreement
dated 24 June 2004 (as amended and restated on 24 June 2005) (the “Credit Agreement”)

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

We refer to Clause 26.6 (Additional Borrowers).

We, [Name of company] of [Registered Office] (Registered no. [         ] agree to become party to and to be bound by the terms of the Credit Agreement as an Additional Borrower in accordance with Clause 26.6 (Additional Borrowers).

The address for notices of the Additional Borrower for the purposes of Clause 32.2 (Addresses for notices) is:

[  
   
  ]

This Agreement is governed by English law.

[ADDITIONAL BORROWER]

By:

THE ROYAL BANK OF SCOTLAND PLC
By:

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PART 4

LENDER ACCESSION AGREEMENT

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [PROPOSED ADDITIONAL LENDER]
   
  [Date]

Vodafone Group Plc -U.S.$[         ] Revolving Credit Agreement
dated 24 June 2004 (as amended and restated on 24 June 2005) (the “Credit Agreement”)

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

We refer to Clause 2.7 (Additional Lenders).

We, [Name of Additional Lender] agree to become party to and to be bound by the terms of the Credit Agreement as an Additional Lender in accordance with Clause 2.7 (Additional Lenders) with effect on and from [insert date].

Our Revolving Credit Commitment is U.S.$[         ].[Our Swingline Commitment is U.S.$[         ]] 1

We confirm to each Finance Party that we:

(a) have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied exclusively on any information provided to us by a Finance Party in connection with any Finance Document; and
   
(b) will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in force.

The Facility Office and address for notices of the Additional Lender for the purposes of Clause 32.2 (Addresses for notices) is:

[ ]

This Agreement is governed by English law.

[ADDITIONAL LENDER]

By:

THE ROYAL BANK OF SCOTLAND PLC
By:

VODAFONE GROUP PLC

By:


1 Delete if not applicable

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SCHEDULE 6

FORM OF CONFIDENTIALITY UNDERTAKING
FROM NEW LENDER

To: [Existing Lender];
  Vodafone Group Plc;
   
   

Dear Sirs,

We refer to the U.S.$[                 ] Revolving Credit Agreement dated 24 June 2004 (as amended and restated on 24 June 2005) (the “ Credit Agreement ”) between, among others, Vodafone Group Plc and The Royal Bank of Scotland plc (as Agent).

This is a confidentiality undertaking referred to in Clause 27 (Disclosure of information) of the Credit Agreement. A term defined in the Credit Agreement has the same meaning in this undertaking.

We are considering entering into contractual relations with [insert name of Lender] (the “ Existing Lender ”) and understand that it is a condition of our receiving information about Vodafone Group Plc and its related companies and any Finance Document and/or any information under or in connection with any Finance Document that we execute this undertaking.

1. Confidentiality Undertaking
   
  We undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom we pass any Confidential Information (unless disclosed under paragraph (b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facilities, other than directly to the Group Treasurer of Vodafone.
   
2. Permitted Disclosure
   
  You agree that we may disclose Confidential Information:
   
  (a) to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;
     
  (b) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.

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3. Notification of Required or Unauthorised Disclosure
   
  We agree (to the extent permitted by law) to inform you of the full circumstances of any disclosure under paragraph 2(b) or upon becoming aware that Confidential Information has been disclosed in breach of this letter.
   
4. Return of Copies
   
  If you so request in writing, we shall return all Confidential Information supplied by you to us and destroy or permanently erase all copies of Confidential Information made by us and use all reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2(b) above.
   
5. Continuing Obligations
   
  The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if we become a party to the Facilities or (b) twelve months after we have returned all Confidential Information supplied to us by you and destroyed or permanently erased all copies of Confidential Information made by us (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed provided that any such Confidential Information retained in accordance with paragraph 4 shall remain confidential, subject to paragraph 2, for the period during which it is retained).
   
6. Consequences of Breach, etc.
   
  We acknowledge and agree that you or members of the Group (each a “Relevant Person”) may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by any member of the Purchaser Group.
   
7. No Waiver; Amendments, etc.
   
  This letter sets out the full extent of our obligations of confidentiality owed to you in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges hereunder. The terms of this letter and our obligations hereunder may only be amended or modified by written agreement between us.
   
8. Inside Information
   
  We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and we undertake not to use any Confidential Information for any unlawful purpose.

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9. Nature of Undertakings
   
  The undertakings given by us under this letter are given to you and (without implying any fiduciary obligations on your part) are also given for the benefit of each other member of the Group.
   
10. Governing Law and Jurisdiction
   
  This shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.
   
11. Third Party Rights
   
  (a) Subject to paragraph 6 and to paragraph 9 the terms of this letter may be enforced and relied upon only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
     
  (b) Notwithstanding any provisions of this letter, the parties of this letter do not require the consent of any Relevant Person to rescind or vary this letter at any time.
     
12. Definitions
   
  In this letter:
   
  Confidential Information ” means any information relating to Vodafone, the Group and/or the Facilities provided to us by you or any of your Affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us thereafter, other than from a source which is connected with the Group and which, in either case, as far as we are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;
   
  Permitted Purpose ” means considering and evaluating whether to enter into the Facilities; and
   
  Purchaser Group ” means us, each of our holding companies and subsidiaries and each subsidiary of each of our holding companies (as each such term is defined in the Companies Act 1985).
   
Yours faithfully
 
 
 
 

..........................
For and on behalf of
[New Lender]

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SCHEDULE 7

FORM OF ADDITIONAL LENDER’S FEE LETTER

Vodafone Group Plc (“ Vodafone ”)
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN

For the attention of Gerry Bacon

[DATE]

Dear Sirs,

Fee Letter

You have asked us to participate in a U.S.$[        ] credit facility (the “ Facility ”) to provide support for the Group’s continuing commercial paper programmes and for general corporate purposes of the Group including, but not limited to, acquisitions.

Terms defined in the credit agreement dated 24 June 2004 (as amended and restated on 24 June 2005) between (inter alia) Vodafone and the financial institutions listed therein (the “ Credit Agreement ”) have the same meaning in this letter unless otherwise defined in this letter or the context otherwise requires.

This letter sets out the terms upon which you have agreed to pay a fee in relation to our participation in the Facility.

1. Fee
   
  You will pay to us for our account a non-refundable up-front fee equal to [        ] per cent. flat calculated on our Revolving Credit Commitment as at the date on which we become an Additional Lender pursuant to Clause 2.7 (Additional Lenders) of the Credit Agreement and payable 5 Business Days after that date;
   
2. Finance Document
   
  This Fee Letter is a Finance Document.
   
3. No Set-off
   
  All payments to be made under this Fee Letter will be calculated and made without (and free and clear of any deduction for) set-off or counterclaim).
   
4. Governing Law
   
  This letter is governed by and construed in accordance with English law.

If you agree to the above please sign and return the enclosed copy of this letter.

This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

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Yours faithfully,

 

[                          ]
...........................................................................
For and on behalf of
[ADDITIONAL LENDER]

 

We agree to the terms set out above.

[                          ]
...........................................................................
For and on behalf of
Vodafone Group Plc

[DATE]

 

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SCHEDULE 8

FIXED RATE BONDS AND PREFERENCE SHARES

1. US Bonds and Preference Shares

Financial Indebtedness of Vodafone Americas Inc. (previously AirTouch Communications, Inc.) under (i) bonds issued by itself in existence at the Signing Date to the extent the aggregate principal amount does not exceed U.S.$467,858,000 (being $217,659,000 7.5% due July 2006 and $250,199,000 6.65% due May 2008) (in respect of its existing bonds denominated in U.S. Dollars) and DM91,640,000 5.5% due July 2008 (in respect of its existing bonds denominated in Deutsche Marks) and (ii) $1.65bn fixed rate preference shares issued by Vodafone Americas Inc. due April 2020.

2. German Bonds

Financial Indebtedness of Vodafone Finance BV (previously Mannesmann Finance BV) under bonds issued by itself in existence as at the Signing Date to the extent that the aggregate principal amount does not exceed €3,000,000,000 (being €3bn 4.75% due May 2009); or

3. Japanese Bonds

Financial Indebtedness of Vodafone K.K. (previously Vodafone Holdings K.K. and previously Japan Telecom Holdings Co., Ltd.) under bonds issued by itself in existence at the Signing Date to the extent that the aggregate principal amount does not exceed ¥175,000,000,000 (being seven issues each of ¥25bn due between August 2005 and September 2010).

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SIGNATORIES

Borrower and Guarantor

VODAFONE GROUP PLC

By:

 

 

Mandated Lead Arrangers

ABN AMRO BANK N.V.

By:

 

 

BANC OF AMERICA SECURITIES LIMITED

By:

 

 

BANCO BILBAO VIZCAYA ARGENTARIA S.A.

By:

 

 

BANCO SANTANDER CENTRAL HISPANO, S.A. LONDON BRANCH

By:

 

 

BARCLAYS CAPITAL

By:

 

 

 

106


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BAYERISCHE HYPO- UND VEREINSBANK AG

By:

 

 

BNP PARIBAS

By:

 

 

CALYON

By:

 

 

CITIGROUP GLOBAL MARKETS LIMITED

By:

 

 

COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH

By:

 

 

DEUTSCHE BANK AG LONDON

By:

 

 

HSBC BANK PLC

By:

 

 

 

107


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ING BANK N.V., LONDON BRANCH

By:

 

 

J.P. MORGAN PLC

By:

 

 

LEHMAN COMMERCIAL PAPER INC.

By:

 

 

LLOYDS TSB BANK PLC

By:

 

 

MIZUHO CORPORATE BANK, LTD.

By:

 

 

MORGAN STANLEY BANK INTERNATIONAL LIMITED

By:

 

 

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937

By:

 

 

108


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SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED

By:

 

 

THE BANK OF TOKYO-MITSUBISHI, LTD.

By:

 

 

THE ROYAL BANK OF SCOTLAND PLC

By:

 

 

UBS LIMITED

By:

 

 

WESTLB AG, LONDON BRANCH

By:

 

 

WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to the assets of William Street Commitment Corporation)

By:

 

Co-Arrangers

BANCA INTESA SPA

By:

 

 

109


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KBC BANK NV

By:

 

 

STANDARD CHARTERED BANK

By:

 

 

TD BANK EUROPE LIMITED

By:

 

 

THE BANK OF NEW YORK

By:

 

 

Lenders

ABN AMRO BANK N.V.
as Lender and Swingline Lender

By:

 

 

BANCA INTESA SPA
as Lender

By:

 

 

110


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BANCO BILBAO VIZCAYA ARGENTARIA S.A.
as Lender

By:

 

 

BANCO BILBAO VIZCAYA ARGENTARIA S.A. (New York Branch)
as Swingline Lender

By:

 

 

BANCO SANTANDER CENTRAL HISPANO, S.A. LONDON BRANCH
as Lender

By:

 

 

BANK OF AMERICA, N.A.
as Lender and Swingline Lender

By:

 

 

BARCLAYS BANK PLC
as Lender and Swingline Lender

By:

 

 

BAYERISCHE HYPO- UND VEREINSBANK AG
as Lender

By:

 

 

111


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BNP PARIBAS (acting through its London Branch)
as Lender

By:

 

 

BNP PARIBAS, NEW YORK BRANCH
as Swingline Lender

By:

 

 

CALYON
as Lender and Swingline Lender

By:

 

 

CITIBANK, N.A.
as Lender and Swingline Lender

By:

 

 

COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH
as Lender

By:

 

 

COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH
as Swingline Lender

By:

 

 

112


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DEUTSCHE BANK AG LONDON
as Lender

By:

 

 

DEUTSCHE BANK AG NEW YORK
as Swingline Lender

By:

 

 

HSBC BANK PLC
as Lender and Swingline Lender

By:

 

 

ING BANK N.V., LONDON BRANCH
as Lender

By:

 

 

JPMORGAN CHASE BANK, N.A.
as Lender and Swingline Lender

By:

 

 

KBC BANK NV
as Lender

By:

 

 

 

113


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LEHMAN COMMERCIAL PAPER INC.
as Lender

By:

 

 

LLOYDS TSB BANK PLC
as Lender and Swingline Lender

By:

 

 

MIZUHO CORPORATE BANK, LTD.
as Lender

By:

 

 

MORGAN STANLEY BANK
as Lender

By:

 

 

MORGAN STANLEY BANK INTERNATIONAL LIMITED
as Lender

By:

 

 

NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937
as Lender

By:

 

 

 

114


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STANDARD CHARTERED BANK
as Lender

By:

 

 

SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED
as Lender

By:

 

 

TD BANK EUROPE LIMITED
as Lender

By:

 

 

THE BANK OF NEW YORK
as Lender

By:

 

 

THE BANK OF TOKYO-MITSUBISHI, LTD.
as Lender

By:

 

 

THE ROYAL BANK OF SCOTLAND PLC
as Lender

By:

 

 

 

115


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THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)
as Swingline Lender

By:

 

 

UBS AG, LONDON BRANCH
as Lender

By:

 

 

UBS AG, STAMFORD BRANCH
as Swingline Lender

By:

 

 

WESTLB AG, LONDON BRANCH
as Lender

By:

 

 

WESTLB AG, NEW YORK BRANCH
(Recourse only to assets of William Street Commitment Corporation)
as Swingline Lender

By:

 

 

WILLIAM STREET COMMITMENT CORPORATION
as Lender

By:

 

 

 

116


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Agent

THE ROYAL BANK OF SCOTLAND PLC

By:

 

 

U.S. Swingline Agent

THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)

By:

 

 

 

117


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SIGNATORIES
     
Borrower and Guarantor  
     
VODAFONE GROUP PLC  
     
By: PHIL CLARK  
     
Mandated Lead Arrangers  
     
ABN AMRO BANK N.V.  
     
By: TONY ROUNCIWELL CHRIS WINFIELD
     
BANC OF AMERICA SECURITIES LIMITED  
     
By: JONATHAN PEARSON  
     
BANCO BILBAO VIZCAYA ARGENTARIA S.A.  
     
By: CHRIS METHERELL MARTIN GREENWOOD
     
BANCO SANTANDER CENTRAL HISPANO, S.A. LONDON BRANCH
     
By: GRANT SESSIONS MARTA SÁNCHEZ-PALENCIA
     
BARCLAYS CAPITAL  
     
By: STEVEN FUNNELL  
     
BAYERISCHE HYPO- UND VEREINSBANK AG  
     
By: THOMAS DUSCH ULRIKE KREBS
     
BNP PARIBAS  
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER
     
CALYON  
     
By: SARAH PREBBLE  
     
CITIGROUP GLOBAL MARKETS LIMITED  
     
By: MICHAEL LLEWELYN-JONES  

118


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COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH  
     
By: JOHANNES ANSCHOTT DAVID ARLETTAZ
     
DEUTSCHE BANK AG LONDON  
     
By: MICHAEL STARMER-SMITH DREW PRICE
     
HSBC BANK PLC  
     
By: BEATRICE DUPONT DE RIVALTZ  
     
ING BANK N.V., LONDON BRANCH  
     
By: RENE WEIJERS RICHARD HITE
     
JPMORGAN CHASE BANK, N.A,  
     
By: JAY-MICHAEL . BASL OW  
     
J.P. MORGAN PLC  
     
By: JAY-MICHAEL BASLOW  
     
LEHMAN COMMERCIAL PAPER INC.  
     
By: STEVEN HODGES  
     
LLOYDS TSB BANK PLC  
     
By: GRAHAM DODD  
     
MIZUHO CORPORATE BANK, LTD.  
     
By: PHILLIP HOLE  
     
MORGAN STANLEY BANK INTERNATIONAL LIMITED  
     
By: KEVIN ADESON  
     
NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937  
     
By: ANJALI PATEL  

119


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SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED  
     
By: STEVE O’DELL  
     
THE BANK OF TOKYO-MITSUBISHI, LTD.  
     
By: SIMON LELLO DAVID PHILBIN
     
THE ROYAL BANK OF SCOTLAND PLC  
     
By: TREVOR NEILSON  
     
UBS LIMITED  
     
By: ANDREW SUDLOW JUDITH CAMPBELL
     
WESTLB AG, LONDON BRANCH  
     
By: JOHN FINN TIM SAI LOUIE
     
WILLIAM STREET COMMITMENT CORPORATION  
(Recourse only to assets of William Street Commitment Corporation)  
     
By: MANDA D’AGATA  
     
Co-Arrangers  
     
BANCA INTESA SPA  
     
By: LAWRENCE WYBRANIEC ALLAN STEPHENS
     
KBC BANK NV  
     
By: UMBERTO ARTS  
     
STANDARD CHARTERED BANK  
     
By: STEVE LILLEY GRAHAME SMITH
     
TD BANK EUROPE LIMITED  
     
By: JULIE EVANS  

120


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THE BANK OF NEW YORK  
     
By: JASON GARWOOD  
     
Lenders  
     
ABN AMRO BANK N.V.  
as Lender and as Swingline Lender  
     
By: TONY ROUNCIVELL CHRIS WINFIELD
     
BANCA INTESA SPA  
as Lender  
     
By: LAWRENCE WYBRANIEC ALLAN STEPHENS
     
BANCO BILBAO VIZCAYA ARGENTARIA S.A.  
as Lender  
     
By: CHRIS METHERELL MARTIN GREENWOOD
     
BANCO BILBAO VIZCAYA ARGENTARIA S.A. (NEW YORK BRANCH)
as Swingline Lender  
     
By: CHRIS METHERELL MARTIN GREENWOOD
     
BANCO SANTANDER CENTRAL HISPANO, SA. LONDON BRANCH  
as Lender  
     
By: GRANT SESSIONS MARTA SÁNCHEZ-PALENCIA
     
BANK OF AMERICA, N.A.  
as Lender and as Swingline Lender  
     
By: JONATHAN PEARSON  
     
BARCLAYS BANK PLC  
as Lender and as Swingline Lender  
     
By: STEVEN FUNNELL  
     
BAYERISCHE HYPO- UND VEREINSBANK AG  
as Lender  
     
By: THOMAS DUSCH ULRIKE KREBS

121


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BNP PARIBAS (London Branch)  
as Lender  
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER
     
BNP PARIBAS (acting through its New York Branch)  
as Swingline Lender  
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER
     
CALYON  
as Lender and as Swingline Lender  
     
By: SARAH PREBBLE  
     
CITIBANK, N.A.  
as Lender and as Swingline Lender  
     
By: MICHAEL LLEWELYN-JONES  
     
COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH  
as Lender  
     
By: JOHANNES ANSCHOTT DAVID ARLETTAZ
     
COMMERZBANK AKTIENGESELLSCHAFT, NEW YORK BRANCH  
as Swingline Lender  
     
By: JOHANNES ANSCIOTT DAVID ARLETTAZ
     
DEUTSCHE BANK AG LONDON  
as Lender  
     
By: MICHAEL STARMER-SMITH DREW PRICE
     
DEUTSCHE BANK AG NEW YORK  
as Swingline Lender  
     
By: MICHAEL STARMER-SMITH DREW PRICE
     
HSBC BANK PLC  
as Lender and as Swingline Lender  
     
By: BEATRICE DUPONT DE RIVALTZ  

122


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ING BANK N.V., LONDON BRANCH  
as Lender  
     
By: RENE WEIJERS RICHARD HITE
     
JPMORGAN CHASE BANK, N.A.  
as Lender and as Swingline Lender  
     
By: JAY-MICHAEL BASLOW  
     
KBC BANK NV  
as Lender  
     
By: UMBERTO ARTS  
     
LEHMAN COMMERCIAL PAPER INC.  
as Lender  
     
By: STEVEN HODGES  
     
LLOYDS TSB BANK PLC  
as Lender and as Swingline Lender  
     
By: GRAHAM DODD  
     
MIZUHO CORPORATE BANK, LTD.  
as Lender  
     
By: PHILLIP HOLE  
     
MORGAN STANLEY RANK  
as Lender  
     
By: RICHARD B. FELIX  
     
MORGAN STANLEY BANK INTERNATIONAL LIMITED  
as Lender  
     
By : KEVIN ADESON  
     
NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937  
as Lender  
     
By: ANJALI PATEL  

123


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STANDARD CHARTERED BANK  
as Lender  
     
By: STEVE LILLEY GRAHAME SMITH
     
SUMITOMO MITSUI BANKING CORPORATION EUROPE LIMITED  
as Lender  
     
By: STEVE O’DELL  
     
TD BANK EUROPE LIMITED  
as lender  
     
By: JULIE EVANS  
     
THE BANK OF NEW YORK  
as Lender  
     
By: JASON GARWOOD  
     
THE BANK OF TOKYO-MITSUBISHI, LTD.  
as Lender  
     
By: SIMON LELLO DAVID PHILBIN
     
THE ROYAL BANK OF SCOTLAND PLC  
as Lender  
     
By: TREVOR NEILSON  
     
THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)  
as Swingline Lender  
     
By: TREVOR NEILSON  
     
UBS AG, LONDON BRANCH  
as Lender  
     
By: ANDREW SUDLOW JUDITH CAMPBELL
     
UBS AG, STAMFORD BRANCH  
as Swingline Lender  
     
By: WILFRED SAINT RICHARD TAVROW

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UBS LOAN FINANCE LLC  
as Swingline Lender  
     
By: WILFRED SAINT RICHARD TAVROW
     
WESTLB AG, LONDON BRANCH  
as Lender  
     
By: JOHN FINN TIM SAI LOUIE
     
WESTLB AG, NEW YORK BRANCH  
as Swingline Lender  
     
By: JOHN FINN TIM SAI LOUIE
     
WILLIAM STREET COMMITMENT CORPORATION  
(Recourse only to assets of William Street Commitment Corporation)
as Lender  
     
By: MANDA D’AGATA  
     
Agent  
     
THE ROYAL BANK OF SCOTLAND PLC  
     
By: ROBERT OTTEWILL  
     
U.S. Swingline Agent  
     
THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)
     
By: ROBERT OTTEWILL  

125


Exhibit 4.2


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CONFORMED COPY

7 YEAR FACILITY AGREEMENT

 

DATED 24 JUNE 2005

 

U.S.$4,675,000,000

 

REVOLVING CREDIT FACILITY

for

VODAFONE GROUP PLC


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CONTENTS

Clause Page
       
1. Interpretation 1
2 . The Facilities 26
3. Purpose 29
4. Conditions Precedent 29
5. Advances 30
6. Repayment 32
7. Prepayment and Cancellation 32
8. Interest 35
9. Payments 37
10. Taxes 40
11. Market Disruption 43
12. Increased Costs 44
13. Illegality and Mitigation 45
14. Guarantee 46
15. Representations and Warranties 50
16. Undertakings 52
17. Financial Covenant 57
18. Default 58
19. The Agents and the Arrangers 62
20. Fees 67
21. Expenses 68
22. Stamp Duties 68
23. Indemnities 68
24. Evidence and Calculations 70
25. Amendments and Waivers 70
26. Changes to the Parties 71
27. Disclosure of Information 76
28. Set-off 77
29. Pro Rata Sharing 77
30. Severability 78
31. Counterparts 78
32. Notices 79
33. Language 80
34. Jurisdiction 80
35. Governing Law 81

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Schedule

1. Lenders and Commitments 82
  Part 1 Lenders and Commitments 82
  Part 2 Swingline Lenders and Swingline Commitments 84
  Part 3 Mandated Lead Arrangers 85
  Part 4 Co-Arrangers 86
2.   Conditions Precedent Documents 87
  Part 1 To be Delivered before the First Advance 87
  Part 2 To be Delivered by an Additional Guarantor 88
  Part 3 To be Delivered by an Additional Borrower 90
3.   Mandatory Cost Formulae 91
4.   Form of Request 94
5.   Forms of Accession Documents 95
  Part 1 Novation Certificate 95
  Part 2 Guarantor Accession Agreement 97
  Part 3 Borrower Accession Agreement 98
  Part 4 Lender Accession Agreement 99
6.   Form of Confidentiality Undertaking from New Lender 100
7.   Form of Additional Lender’s Fee Letter 103
8.   Fixed Rate Bonds and Preference Shares 105
 
Signatories   106

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THIS AGREEMENT is dated 24 June 2005 and made BETWEEN:
     
(1 )   VODAFONE GROUP PLC (registered number 1833679) as borrower (“ Vodafone ”);
     
(2 )   THE FINANCIAL INSTITUTIONS listed in Part 3 of Schedule 1 as Mandated Lead
Arrangers;
     
(3 )   THE FINANCIAL INSTITUTIONS listed in Part 4 of Schedule 1 as Co Arrangers;
     
(4 )   THE FINANCIAL INSTITUTIONS listed in Part 1 of Schedule 1 as Lenders;
     
(5 )   THE ROYAL BANK OF SCOTLAND PLC as agent (in this capacity the “ Agent ”); and
     
(6 )   THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH) as U.S. swingline agent (in this capacity the “ U.S. Swingline Agent ”).
 
IT IS AGREED as follows:
     
1.   INTERPRETATION
   
1.1 Definitions
 
In this Agreement:
 
Acquisition
 
means the acquisition of any interest in the share capital (or equivalent) or in the business or undertaking of any company or other person (including, without limitation, any partnership or joint venture).
 
Additional Borrower
 
means any member of the Restricted Group which becomes an additional borrower pursuant to Clause 26.6 (Additional Borrowers) and which has not been released as a borrower in accordance with Clause 26.7 (Removal of Borrowers).
 
Additional Guarantor
 
means any member of the Group which at such time has become a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and has not been released in accordance with Clause 14.9 (Removal of Guarantors).
 
Additional Lender
 
means a financial institution or other entity which becomes an additional lender pursuant to Clause 2.7 (Additional Lenders) or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.

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  Adjusted Group Operating Cash Flow
         
  means, without double counting, in relation to any period, a sum equal to the Consolidated Group's total operating profit or loss for continuing operations, acquisitions (as a component of continuing operations) and discontinued operations before taxation, interest and after:
         
  (a) adding depreciation;
         
  (b) adding amortisation;
         
  (c) deducting the profit or adding any loss on exceptional items which are included in the foregoing;
         
  (d) deducting any gain or adding any loss on disposal of tangible or intangible fixed assets;
         
  (e) adjusting for movements in working capital (being movements in stock, creditors, provision, and debtors);
         
  (f) adding dividends or proceeds of a similar nature received from any entity not in the Consolidated Group; and
         
  (g) excluding exceptional items,
         
  and for the avoidance of doubt excluding (other than as set out in paragraph (f) above) the results of any entity not in the Consolidated Group.
         
  Advance
         
  means a Revolving Credit Advance or a Swingline Advance.
         
  Affected Lender
         
  has the meaning given to it in Clause 2.2(c) (Overall facility limits).
         
  Affiliate
         
  means, in relation to a person, a Subsidiary or a Holding Company of that person and any other Subsidiary of that Holding Company.
         
  Agent's Spot Rate of Exchange
         
  means the spot rate of exchange as determined by the Agent for the purchase of the relevant Optional Currency in the London foreign exchange market with U.S. Dollars at or about 11.00 a.m. on a particular day.
         
  Agreed Percentage
         
  means in relation to a Lender and a Swingline Advance, the amount of its Revolving Credit Commitment expressed as a percentage of the Total Commitments.
         
  All Quoting Credit Rating Agencies
         
  has the meaning given to it in Clause 8.5(a).
         

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  Applicable GAAP
         
  means the generally accepted accounting principles applied in the preparation of the consolidated accounts of Vodafone for the year ended 31 March 2005.
         
  Arranger
         
  means a financial institution or other entity listed in Part 3 or Part 4 of Schedule 1.
         
  “Asset Disposal
         
  means any sale, transfer, grant, lease or other disposal of an asset (which for the avoidance of doubt does not include returns to shareholders) by any member of the Controlled Group to a person outside the Controlled Group made after the Signing Date.
         
  Available Cash
         
  means:
         
  (a) cash in hand and cash in deposits repayable on demand with any Qualifying Financial Institution; and
         
  (b) Liquid Resources,
         
  to the extent denominated in any freely convertible and transferable currencies, beneficially owned and unencumbered by any Security Interests other than Permitted Security Interests.
         
  Availability Period
         
  means the period from the Signing Date up to and including the date which is seven years after the Signing Date or, if that day is not a Business Day, the preceding Business Day.
         
  Back to Back Loan
         
  means any Financial Indebtedness made available to a member of the Restricted Group to the extent that the economic exposure of the creditor in respect of that Financial Indebtedness (taking any related transactions together) is reduced by reason of that creditor:
         
  (a) having recourse directly or indirectly to a deposit of cash or cash equivalent investments beneficially owned by any member of the Restricted Group placed, as part of a related transaction, with that creditor (or an Affiliate of that creditor) or a financial institution approved by that creditor; or
         
  (b) having granted a funded sub-participation or similar arrangement to a member of the Restricted Group.
         
  Borrower
         
  means Vodafone or an Additional Borrower.
         
    “Borrower Accession Agreement
         
  means an agreement substantially in the form of Part 3 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.

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  Business Day
         
  means a day (other than a Saturday or Sunday) on which banks and the interbank and foreign exchange markets are open for general business in:
         
  (a) London; and
         
  (b) if a payment is required in U.S. Dollars, New York; or if a payment is required in euro, a TARGET Day.
         
  Change of Control
         
  has the meaning given to it in Clause 7.4 (Change of Control).
         
  Combined Commitments
         
  means the aggregate of the Total Commitments under this Agreement and the Total Commitments under and as defined in the 2009 Facility.
         
  Combined Swingline Commitments
         
  means the aggregate of the Swingline Total Commitments under this Agreement and the Swingline Total Commitments under and as defined in the 2009 Facility.
         
  Commitment
         
  means a Revolving Credit Commitment or a Swingline Commitment, in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.
         
  “Consolidated Group”
         
  means Vodafone (or, following a Hive Up, NewTopco), its IFRS Consolidated Subsidiaries and Joint Ventures.
         
  Consolidated Subsidiaries
         
  means those Subsidiaries of Vodafone (or, following the Hive Up, NewTopco) which would be required to be consolidated in the consolidated accounts of Vodafone (or, following the Hive Up, NewTopco) in accordance with Applicable GAAP.
         
  Contractual Currency
         
  has the meaning given to it in Clause 23.1(a) (Currency indemnity).
         
  “Controlled Group”
         
  means Vodafone (or, following a Hive Up, NewTopco) and its Controlled Subsidiaries.
         
  “Controlled Subsidiaries”
         
  means, those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) in which Vodafone or NewTopco, as the case may be, controls more than 50% of such Subsidiaries voting rights and has recourse to all of the day to day cash flows of the Subsidiary. Until the first certificate is given by Vodafone to the Agent in accordance with Clause 16.2(c) (Financial information) (in respect of the financial year ended 31 March 2005), the Controlled Subsidiaries include, without limitation, the following operating Subsidiaries as at 1 June 2005: Arcor AG & Co.; Europolitan Vodafone AB; Mobifon S.A.; Oskar Mobil a.s; Vodafone Albania Sh.A; Vodafone D2 GmbH; Vodafone Egypt Telecommunications S.A.E; Vodafone España S.A.; Vodafone Hungary Mobile Telecommunications Ltd; Vodafone Ireland Limited; Vodafone K.K.; Vodafone Libertel N.V.; Vodafone Limited; Vodafone Malta Limited; Vodafone New Zealand Limited; Vodafone Omnitel N.V.; Vodafone-Panafon Hellenic Telecommunications Company S.A. and Vodafone Portugal-Comunicações Pessoais S.A..

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  Controlled USA Group
         
  means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any U.S. Obligor, are treated as a single employer under Section 414(b) or (c) of the U.S. Code.
         
  Core Jurisdictions
         
  are member states of the European Union as at 1 May 2005 (being Austria, Belgium, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Slovakia, Slovenia, Spain, Sweden and the UK), Japan, United States, Australia, New Zealand, Canada and Switzerland and any other states which become members of the European Union after 1 May 2005 provided that Vodafone has notified the Agent in writing of its agreement to their inclusion in this definition of Core Jurisdictions.
         
  Credit Rating Agency
         
  has the meaning given to it in Clause 8.5 (Margin).
         
  Default
         
  means (a) an Event of Default or (b) an event which, with the expiry of any grace period or giving of any notice specified in Clause 18.2 (Non-payment), 18.3 (Breach of other obligations), 18.5 (Cross default), 18.6 (Winding up), 18.8 (Enforcement proceedings) or 18.10 (Similar proceedings) would constitute an Event of Default.
         
  Default Margin
         
  has the meaning given to it in Clause 8.3 (Default interest).
         
  Default Rate
         
  has the meaning given to it in Clause 8.3 (Default interest).
         
  Designated Term
         
  has the meaning given to it in Clause 8.3(a)(ii) (Default interest).
         
  Discharged Obligations
         
  has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).
         
  Discharged Rights
         
  has the meaning given to it in Clause 26.4(c)(iii) (Procedure for novations).
         
  Disruption Event
         
  means either or both of:
         
  (a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or otherwise in order for the payment transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

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  (b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:
         
    (i) from performing its payment obligations under the Finance Documents; or
         
    (ii) from communicating with other Parties in accordance with the terms of the Finance Documents,
         
    (and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
         
  Drawdown Date
         
  means the date for the making of an Advance.
         
  ERISA
         
  means the U.S. Employee Retirement Income Security Act of 1974, as amended (or any successor legislation thereto), and any rule or regulation issued thereunder from time to time in effect.
         
  EURIBOR
         
  means in relation to any Advance or unpaid sum in euro:
         
  (a) the percentage rate per annum of the offered quotation for deposits in euro determined by the Banking Federation of the European Union for a period equal or comparable to the Required Period which appears on Telerate Page 248 at or about 11.00 a.m. Brussels time on the applicable Rate Fixing Day; or
         
  (b) if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks (provided at least two Reference Banks are quoting) as the rate at which it is offered deposits in euro and for the Required Period by prime banks in the European interbank market at or about 11.00 a.m. Brussels time on the Rate Fixing Day for such period,
         
  and for the purposes of this definition:
         
    (i) Required Period ” means the Term of such Advance for Revolving Credit Advances, or the period in respect of which EURIBOR falls to be determined in relation to any unpaid sum; and

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    (ii) Telerate Page 248 ” means the display designated as Page 248 on the Telerate Service (or such other pages as may replace Page 248 on that service or such other service as may be nominated by the Banking Federation of the European Union (including the Reuter's Screen) as the information vendor for the purposes of displaying the Banking Federation of the European Union rates for deposits in euro).
       
  Event of Default  
   
  means an event specified as such in Clause 18 (Default).  
   
  " Existing Commitment  
   
  has the meaning given to it in Clause 16.8(a)(i) (Priority borrowing).  
   
  " Existing Lender  
   
  has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).  
   
  " Existing Parties  
   
  has the meaning given to it in Clause 26.4(c)(i) (Procedure for novations).  
   
  " Facility
   
  means any of the facilities to draw Revolving Credit Advances, or Swingline Advances referred to in Clause 2.1 (Facilities).
   
  Facility Office
   
  means the office(s) notified by a Lender to the Agent:
   
  (a)   on or before the date it becomes a Lender; or
     
  (b)   by not less than five Business Days' notice,
     
  as the office(s) through which it will perform all or any of its obligations under this Agreement.
     
  Federal Funds Rate
   
  means, on any day:
   
  (a) the rate per annum determined by the U.S. Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) at or about 1.00 p.m. (New York City time) on that day; or
  (b) if such rate is not published at such time, the rate for such day will be the arithmetic mean as determined by the U.S. Swingline Agent of the rates for the last transaction in overnight Federal funds arranged prior to noon (New York City time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the U.S. Swingline Agent.

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  Fee Letters
     
  means each letter:
     
  (a) dated on or about the date of this Agreement between the Agent and Vodafone; and
     
  (b) dated on or about the date of this Agreement between the Original Lenders as at the Signing Date and Vodafone; and
     
  (c) (if applicable) entered into between an Additional Lender and Vodafone substantially in the form of Schedule 7,
     
  in each case setting out the amount of various fees referred to in Clause 20.2 (Agent's fee) or 20.3 (Front-end fees).
     
  Final Maturity Date
   
  means the last day of the Availability Period.
     
  Finance Document
     
  means this Agreement, each Fee Letter, Novation Certificate, Borrower Accession Agreement and Guarantor Accession Agreement and any other document agreed in writing as such by the Agent and Vodafone.
     
  Finance Party
     
  means an Arranger, a Lender, the Agent or the U.S. Swingline Agent.
     
  Financial Indebtedness
     
  means any indebtedness in respect of:
     
  (a) moneys borrowed or raised by way of loan or redeemable preference shares or in the form of any debenture, bond, note, loan stock, commercial paper or similar instrument;
     
  (b) any acceptance credit, bill-discounting, note purchase or documentary credit facility;
     
  (c) any finance lease;
     
  (d) any receivables purchase, factoring or discounting arrangement under which there is recourse in whole or in part to any member of the relevant group;
     
  (e) any other transaction having the commercial effect of a borrowing; and
     
  (f) any guarantees or other legally binding assurance against financial loss in respect of the indebtedness of any person arising under an obligation falling within (a) to (e) above (but, for the avoidance of doubt, excluding any guarantees in respect of indebtedness falling within (i) to (v) below),

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  but without double counting and excluding (i) preference shares which are not accounted for as indebtedness under IFRS GAAP, (ii) any convertible or exchangeable debt which must or, at the option of the issuer, may be converted or exchanged without condition (other than the availability of sufficient authorised share capital of the issuer), prior to or upon the date any amount of principal would otherwise fall due in respect of that debt, into equity share capital or preference shares, which in each case are not redeemable on or before the Final Maturity Date, (iii) deferred consideration in respect of the cost of Acquisitions, (iv) obligations of any member of the relevant group arising under any form of exchangeable, convertible, option or other similar instrument issued by that member of the relevant group in connection with a transaction the commercial effect of which is to effect the disposal by that member of the relevant group of shares or partnership or other ownership interests in any other person or entity (whether or not having a separate legal identity), provided that any such instrument may not, on or prior to the Final Maturity Date, be converted (whether by acceleration, maturity or otherwise) into cash or any other instrument constituting or evidencing Financial Indebtedness and (v) for the avoidance of doubt, derivatives primarily entered into to manage currency, credit or interest rate risks or to assist in purchasing or selling shares.
     
  Fitch  
     
  means Fitch Investors Services Inc.
   
  Group
   
  means Vodafone and its Consolidated Subsidiaries or, following a Hive Up, NewTopco and its Consolidated Subsidiaries (and " Member of the Group ” means any of them).
   
  Guarantor
   
  means each of:
   
  (a) Vodafone; and
     
  (b) each Additional Guarantor.
     
  Guarantor Accession Agreement
     
  means a deed substantially in the form of Part 2 of Schedule 5 or with such amendments as the Agent may approve (such approval not to be unreasonably withheld or delayed) or may reasonably require.
   
  Hive Up
   
  means a reorganisation by way of a scheme of arrangement (other than in an insolvency) or otherwise under which Vodafone becomes a Subsidiary of NewTopco, NewTopco controls (directly or indirectly) all of the voting rights in Vodafone (other than any voting rights in Vodafone in respect of the 50,000 7 per cent fixed rate shares issued in 1999 or any other voting rights in Vodafone held by holders of a class of capital issued by Vodafone, where such voting rights relate only to any variation in the rights attaching to that class of capital issued by Vodafone) and NewTopco becomes the listed ultimate Holding Company of the Group.
   
  Holding Company
   
  means in relation to a person, an entity of which that person is a Subsidiary.

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  “IFRS Consolidated Subsidiaries”
   
  means those Subsidiaries of Vodafone (or, following a Hive Up, NewTopco) which would be required to be fully consolidated (which excludes proportionate consolidation) in the consolidated accounts of Vodafone (or, following a Hive Up, NewTopco) in accordance with IFRS GAAP.
   
  “IFRS GAAP”
   
  means the generally accepted accounting principles applied in the preparation of the IFRS consolidated audited accounts of Vodafone for the year ended 31 March 2005 or later audited accounts, if notified by Vodafone in writing to the Agent within three months (or such longer period as may be agreed by the Agent) of publication of such audited accounts, or until such date as the IFRS consolidated audited accounts for the year ended 31 March 2005 are published, the IFRS accounting principles applied to Vodafone’s consolidated accounts for 31 March 2004 published by Vodafone in the press release entitled “Update on adoption of international accounting standards” dated 20 January 2005.
   
  Intermediate Holding Company
   
  means in relation to Vodafone, an entity (other than NewTopco) which is a Subsidiary of NewTopco and of which Vodafone is a Subsidiary.
   
  Joint Venture
   
  means an entity (which is not an IFRS Consolidated Subsidiary) in which any member of the Consolidated Group holds a long term interest and shares control under a contractual arrangement where each venturer has a veto over policy decisions and which is, or would be, accounted for on a proportionate basis under IFRS GAAP.
   
  Lender
   
  means each Original Lender and each Additional Lender (if any).
   
  Lender Accession Agreement
   
  means an agreement substantially in the same form of Part 4 of Schedule 5 or with such amendments as the Agent may approve or may reasonably require.
   
  LIBOR
   
  means in relation to any Advance or unpaid sum in Sterling or U.S. Dollars:
   
  (a) the percentage rate per annum of the offered quotation for deposits in the currency of the relevant Advance or unpaid sum for a period equal or comparable to the Required Period which appears on Telerate Page 3750 at or about 11.00 a.m. on the applicable Rate Fixing Day; or
     
  (b) if the rate cannot be determined under paragraph (a) above, the rate expressed as a percentage determined by the Agent to be the arithmetic mean (rounded upwards, if necessary, to the nearest five decimal places) of the respective rates notified to the Agent by each of the Reference Banks quoting (provided that at least two Reference Banks are quoting) as the rate at which it is offered deposits in the required currency and for the Required Period by prime banks in the London interbank market at or about 11.00 a.m. on the Rate Fixing Day for such period,
     
  and for the purposes of this definition:

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  (i) Required Period ” means the Term of such Advance for Revolving Credit Advances or the period in respect of which LIBOR falls to be determined in relation to any unpaid sum; and
     
  (ii) Telerate Page 3750 ” means the display designated as Page 3750 on the Telerate Service (or such other pages as may replace page 3750 on that service or such other service as may be nominated by the British Bankers' Association (including the Reuters Screen) as the information vendor for the purposes of displaying British Bankers' Association Interest Settlement Rates for deposits in the currency concerned).
     
  Liquid Resources
     
  means a current asset investment held as a readily disposable store of value which can be disposed of without curtailing or disrupting the business of the disposer and which is either:
   
  (a) readily convertible into a known amount of cash at or close to its carrying value; or
     
  (b) traded in an active market.
     
  Long Term Credit Rating Assigned to Vodafone ” has the meaning given to it in Clause 8.5(d) (Margin). " Majority Lenders ” means, at any time:
     
  (a) Lenders whose Revolving Credit Commitments aggregate more than 60 per cent. of the Total Commitments; or
     
  (b) if the Total Commitments have been reduced to zero, Lenders whose Revolving Credit Commitments aggregated more than 60 per cent. of the Total Commitments immediately before the reduction.
   
  Mandatory Cost
   
  means in relation to an Advance (other than a Swingline Advance), the percentage rate per annum calculated by the Agent in accordance with Schedule 3.
   
  Margin
   
  in relation to an Advance at any time, means the percentage rate per annum determined to be the Margin applicable to that Advance in accordance with Clause 8.5 (Margin).
   
  Maturity Date
   
  means the last day of the Term of:
   
  (a) a Revolving Credit Advance; or
     
  (b) a Swingline Advance.

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  Member of the Group
   
  has the meaning given to it in the definition of Group.
   
  Moody’s
   
  means Moody’s Investors’ Service, Inc.
   
  Multi-employer Plan
   
  means a “multi-employer plan” as defined in Section 4001(a)(3) of ERISA to which any U.S. Obligor or any member of the Controlled USA Group has an obligation to contribute.
   
  Net Debt
   
  means at any time, Total Gross Borrowings less Available Cash, both at that time. Net Debt for any Ratio Period will be calculated as the aggregate of Net Debt outstanding on the last day of each month during the relevant Ratio Period (as shown in Vodafone’s, or following a Hive Up, NewTopco’s, consolidated management accounts prepared at the end of each month during the relevant Ratio Period) divided by the number of months during the relevant Ratio Period.
   
  NewTopco
   
  means a company used for the purposes of a Hive Up.
   
  New Lender
   
  has the meaning given to it in Clause 26.2(a) (Transfers by Lenders).
   
  New York Business Day
   
  means a day (other than a Saturday or Sunday) on which banks are open for business in New York.
   
  Novation Certificate
   
  has the meaning given to it in Clause 26.4(a)(i) (Procedure for novations).
   
  Obligor
   
  means each Borrower and each Guarantor.
   
  Operating Cash Flow
   
  means, without double counting, total operating profit or loss for continuing operations before taxation, interest and after (i) adding depreciation, (ii) adding amortisation, (iii) deducting the profit or adding the loss on exceptional items which are included in the foregoing, (iv) deducting any gain or adding any loss on disposal of tangible or intangible fixed assets, (v) adjusting for movements in working capital (being movements in stock, creditors, provisions and debtors) and (vi) excluding exceptional items.
   
  Optional Currency
   
  means, in relation to any Advance or proposed Advance, Sterling or euro.

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  Original Dollar Amount
     
  means:
     
  (a) the principal amount of an Advance denominated in U.S. Dollars; or
     
  (b) the principal amount of an Advance denominated in any other currency, translated into U.S. Dollars on the basis of the Agent’s Spot Rate of Exchange on the date of receipt by the Agent of the Request for that Advance.
     
  Original Lender
     
  means a financial institution or other entity listed in Part 1 or Part 2 of Schedule 1 or a transferee, successor or permitted assignee of such financial institution or other entity which is for the time being participating in the Facility.
     
  Overdue Amount
     
  has the meaning given to it in Clause 8.3(a) (Default interest).
     
  Participating Member State
     
  means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.
     
  Party
     
  means a party to this Agreement.
     
  PBGC
     
  means the Pension Benefit Guaranty Corporation referred to and defined in ERISA, or any successor.
     
  Permitted Security Interest
     
  means:
     
  (a) any Security Interest arising out of retention of title provisions or created or subsisting over documents of title, insurance policies (including any export credit agencies’ agreements) and sale contracts in relation to commercial goods in each case created or made in the ordinary course of business to secure the purchase price of such goods or loans to finance such purchase price; or
     
  (b) any Security Interest over any assets acquired by a member of the Restricted Group after 1 May 2005 (and/or over the assets of any person that becomes a member of the Restricted Group after 1 May 2005) provided that:
     
    (i) any such Security Interest is in existence before such acquisition or before such person becomes a member of the Restricted Group and is not created in contemplation of such acquisition or such person becoming a member of the Restricted Group; and

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    (ii) to the extent that the aggregate principal amount secured by such Security Interest upon such acquisition or such person becoming a member of the Restricted Group thereafter exceeds (measured in the same currency) the amount available to be drawn (assuming all drawdown conditions will be met) under the relevant commitment existing at the time of such acquisition or such person becoming a member of the Restricted Group, such Security Interest shall not fall within this paragraph (b);
     
    for the purposes of this paragraph (b) Restricted Group shall not include any companies which have become members of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include any other states which become members of the European Union after 1 May 2005; or
     
  (c) any Security Interest created for the purpose of securing obligations of Vodafone (or, following a Hive Up NewTopco) or any member of the Restricted Group under any agreement (including, without limitation, any agreement under Section 106 of the Town and Country Planning Act 1990 or Section 111 of the Local Government Act 1972) entered into with a local or other public authority and related to the development or maintenance of property owned by Vodafone (or, following a Hive Up, NewTopco) or any member of the Restricted Group; or
     
  (d) any Security Interest created on or subsisting over any asset held in Clearstream Banking, société anonyme or Euroclear Bank S.A./N.V. as operator of the Euroclear System, or any other securities depository or any clearing house pursuant to the standard terms and procedures of the relevant clearing house applicable in the normal course of trading; or
     
  (e) any Security Interest which arises in connection with any cash management, set-off or netting arrangements made between banks or financial institutions and any member(s) of the Restricted Group in the ordinary course of business; or
     
  (f) any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as pre-judgment security for costs or expenses where any member of the Restricted Group is prosecuting or defending such action in the bona fide interest of the Controlled Group; or
     
  (g) any Security Interest created pursuant to any order of attachment, distraint, garnishee order, arrestment, adjudication or injunction or interdict restraining disposal of assets or similar legal process arising in connection with pre-judgment court proceedings; or
     
  (h) any Security Interest which arises by operation of law in the ordinary course of trading and securing an amount not more than 45 days overdue or which is being contested in good faith on the basis of favourable legal advice; or
     
  (i) any Security Interest over shares in entities which are not members of the Restricted Group which do not secure Financial Indebtedness of the Restricted Group (or over shares and/or other ownership interests in and/or loans to entities which are Project Finance Subsidiaries to secure Project Finance Indebtedness); or
     
  (j) to the extent they constitute Security Interests (or to the extent that the relevant transaction includes the creation of any Security Interest over the assets which are the subject of the finance lease), finance leases in respect of existing or future assets; or

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  (k) any Security Interest comprising a right of set-off which arises by agreement between parties providing mutual rights of set-off or operation of law or by agreement having substantially the same effect; or
     
  (l) any Security Interest for taxes, assessments or charges not yet due or that are being contested in good faith by appropriate proceedings and (unless the amount thereof is not material to the Consolidated Group’s financial condition) for which adequate reserves are being maintained (in accordance with generally accepted accounting principles); or
     
  (m) deposits or pledges to secure obligations under workers’ compensation, social security or similar laws, or under unemployment insurance; or
     
  (n) any Security Interest created with the prior written consent of the Majority Lenders; or
     
  (o) any Security Interest over deposits of cash or cash equivalent investments securing (directly or indirectly) Financial Indebtedness under (i) finance or structured tax lease arrangements as described in paragraph (b) of Clause 16.8 (Priority borrowing) or (ii) Back to Back Loans; or
     
  (p) any Security Interest securing Project Finance Indebtedness over the assets (or the income, cash flow or other proceeds deriving from the assets) which are the subject of that Project Finance Indebtedness; or
     
  (q) any Security Interest (a “ Substitute Security Interest ”) which replaces any other Security Interest permitted under (a) to (p) above inclusive and which secures an amount not exceeding the principal amount secured by such permitted Security Interest (or, in the case of paragraph (b) above, the amount available to be drawn, assuming all drawdown conditions will be met) at the time it is replaced together with any interest accruing on such amounts from the date such Substitute Security Interest is created or arises and any related fees or expenses provided that the existing Security Interest to be replaced is released and all amounts secured thereby are paid or otherwise discharged in full at or prior to the time of such Substitute Security Interest being created or arising; or
     
  (r) any Security Interest over the shares or other interests as described in paragraph (iv) of the last paragraph of the definition of Financial Indebtedness securing indebtedness of a kind referred to in that paragraph; or
     
  (s) any Security Interest created (i) between Obligors (including by an Obligor to a member of the Restricted Group which concurrently becomes an Obligor) or (ii) by a member of the Restricted Group which is not an Obligor in favour of an Obligor or to another member of the Restricted Group; or
     
  (t) any Security Interest over Available Cash created in the ordinary course of business to secure obligations, liabilities or performance criteria in relation to any mobile telecommunications licence where such Security Interest is required to be in compliance with the requirements of the relevant telecommunications regulator or an associated governmental or regulatory body; or

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  (u) any Security Interest over Available Cash created to defease (directly or indirectly) Financial Indebtedness in the form of debentures, bonds, notes, loan stock, or other similar instruments issued by a Controlled Subsidiary where (A) such Financial Indebtedness was either in existence at the Signing Date or (B) if the Subsidiary became a Controlled Subsidiary after the Signing Date such Financial Indebtedness existed at the time that the Controlled Subsidiary became a part of the Controlled Group and was not created in contemplation of that Controlled Subsidiary becoming part of the Controlled Group; or
     
  (v) any other Security Interest (in addition to those listed in (a) to (u) above) where the aggregate principal amount secured by all such Security Interests does not exceed £1,500,000,000 or its equivalent.
     
  Plan
   
  means an "employee benefit plan" as defined in Section 3(3) of ERISA.
   
  Prime Rate
   
  means the prime commercial lending rate for U.S. Dollars from time to time announced by the U.S. Swingline Agent. Each change in the interest rate on a Swingline Advance which results from a change in the Prime Rate becomes effective on the day on which the change in the Prime Rate becomes effective.
   
  Principal Subsidiary
   
  means, from the date that each notice is given by Vodafone to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d) the four Controlled Subsidiaries which are members of the Restricted Group whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions (excluding for this purpose any Subsidiaries whose principal activity is to act as a Holding Company of other Subsidiaries) that had the largest, if positive or smallest if negative Operating Cash Flow in the previous financial year of Vodafone or, following the Reorganisation Date, NewTopco.
   
  Until the first notice is given by Vodafone to the Agent (in respect of the financial year ended 31 March 2005), the Principal Subsidiaries are Vodafone Limited, Vodafone D2 GmbH, Vodafone Omnitel N.V. and Vodafone K.K. being Vodafone’s principal subsidiaries operating in UK, Germany, Italy and Japan, respectively.
   
  For the purposes of this definition, until such new notice is given by Vodafone to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d), if any Principal Subsidiary sells, transfers, merges into or with or otherwise disposes of the majority of its undertakings or assets whether by a single transaction or a number of related transactions (unless such Principal Subsidiary is the surviving entity following such merger) (the “Seller”) to any member of the Restricted Group (the “Purchaser”), then from the date of the relevant sale, transfer, merger or disposal the Purchaser shall be deemed to become a Principal Subsidiary and the Seller shall no longer be deemed to be a Principal Subsidiary.
   
  On the date of each notice given by Vodafone (or as the case may be, NewTopco) to the Agent pursuant to Clause 16.2(c) or, as the case may be, 16.2(d), any Subsidiary which is identified as a Principal Subsidiary in the relevant notice, which was not identified as such in the immediately preceding notice, shall be deemed to immediately replace any Subsidiary which was a Principal Subsidiary immediately prior to the delivery of the notice and which is not named in such notice.

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  Project Finance Indebtedness
   
 

means any Financial Indebtedness which finances or otherwise relates to the acquisition, development, ownership and/or operation of an asset or combination of assets whether directly or indirectly, where the Financial Indebtedness is incurred pursuant to facilities available prior to the date the relevant entity becomes a member of the Controlled Group (and not created in contemplation of the acquisition):

         
  (a) which is incurred by a Project Finance Subsidiary; or
         
  (b) in respect of which the person or persons to whom such borrowing is or may be owed by the relevant debtor (whether or not a member of the Controlled Group) has or have no recourse whatsoever to any member of the Controlled Group (other than to a Project Finance Subsidiary) for any payment or repayment in respect thereof other than:
         
    (i) recourse to such debtor for amounts limited to the cash flow or net cash flow (other than historic cash flow or historic net cash flow) from such asset or assets; and/or
         
    (ii) recourse to such debtor for the purpose only of enabling amounts to be claimed in respect of such Financial Indebtedness in an enforcement of any Security Interest given by such debtor over such asset or assets or the income, cash flow or other proceeds deriving from the asset (or given by any shareholder or the like in the debtor over its shares and/or other ownership interest in and/or loans to the debtor) to secure such Financial Indebtedness or any recourse referred to in paragraph (iii) below, provided that:
         
      (A) the extent of such recourse to such debtor is limited solely to the amount of any recoveries made on any such enforcement; and
         
      (B) such person or persons are not entitled, by virtue of any right or claim arising out of or in connection with such Financial Indebtedness, to commence proceedings for the winding up or dissolution of the debtor or to appoint or procure the appointment of any receiver, trustee or similar person or officer in respect of the debtor or any of its assets (save only for the assets the subject of that Security Interest); and/or
         
    (iii) recourse:
         
      (A) to such debtor generally, or directly or indirectly to a member of the Controlled Group, under any form of assurance, undertaking or support which recourse is limited to a claim for damages (other than liquidated damages and damages required to be calculated in a specific way) for breach of an obligation (not being a payment obligation or any obligation to procure payment by another or an indemnity in respect thereof or any obligation to comply or procure compliance by another with any financial ratios or other tests of financial condition) by the person against whom such recourse is available; and/or

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      (B) to shares and/or other ownership interest in and/or loans to and/or the assets of such debtor and/or any Project Finance Subsidiary owned by a member of the Controlled Group; or
         
  (c) which the Majority Lenders have agreed in writing to treat as Project Finance Indebtedness.
         
  Project Finance Subsidiary
         
  means any member of the Controlled Group which becomes a member of the Controlled Group after the Signing Date:
         
  (a) whose principal assets and business are constituted by the ownership, acquisition, development and/or operation of any asset or combination of assets whether directly or indirectly; and
         
  (b) none of whose Financial Indebtedness in respect of the financing of the ownership, acquisition, development and/or operation of any such asset benefits from any recourse whatsoever (including, without limitation, any obligation to subscribe for equity or provide loans) to any member of the Controlled Group (other than such person or another Project Finance Subsidiary) in respect of any payment or repayment in respect thereof, except as expressly referred to in paragraph (b)(iii) of the definition of “Project Finance Indebtedness”; and
         
  (c) which has been designated as such by Vodafone by written notice to the Agent.
         
  Qualifying Financial Institution
         
  means any bank or financial institution that as part of its business generally receives deposits or other repayable funds and grants credits for its own account.
         
  Qualifying Lender
         
  means a Lender which is beneficially entitled to interest payable to that Lender in respect of an Advance and is:
         
  (a) a Lender;
       
    (i) which is a bank (as defined for the purpose of Section 349 of the Taxes Act) making an Advance under this Agreement; or
         
    (ii) in respect of an Advance made under this Agreement by a person that was a bank (as defined for the purpose of Section 349 of the Taxes Act) at the time that that Advance was made,
         
    and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that Advance at the time payments are made; or
         
  (b) a Treaty Lender.

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  Rate Fixing Day
         
  means:
     
  (a) the Drawdown Date for an Advance denominated in Sterling; or
     
  (b) the second TARGET Day before the Drawdown Date for an Advance denominated in euro; or
     
  (c) the second Business Day before the Drawdown Date for an Advance denominated in U.S. Dollars,
         
 

or such other day as the Agent, after consultation with Vodafone and the Lenders, may designate as market practice in the relevant interbank market for leading banks to give quotations in the relevant currency for delivery on the relevant Drawdown Date.

         
  Ratio Period
   
  has the meaning given to it in Clause 17.2 (Calculation times and periods).
         
  Recovering Finance Party
         
  has the meaning given to it in Clause 29.1 (Redistribution).
         
  Recovery
   
  has the meaning given to it in Clause 29.1 (Redistribution).
         
  Redistribution
         
  has the meaning given to it in Clause 29.1(c) (Redistribution).
         
  Reference Banks
         
  means, subject to Clause 26.8 (Reference Banks), the principal London offices of BNP Paribas, Barclays Bank PLC, Citibank, N.A. and The Royal Bank of Scotland plc.
   
  Reference Bond
         
  has the meaning given to it in Clause 8.5(d) (Margin).
         
  Relevant Tax
         
  means any tax imposed or levied by or in (or by any political sub-division or taxing authority of any of the following):
         
  (a) the UK;
         
  (b) the United States; or
         
  (c)     any other jurisdiction in or through which any payment under the Finance Documents is made.

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  Reportable Event
   
  means a reportable event as defined in Section 4043 of ERISA and the regulations issued under such section with respect to a Plan, excluding, however, such events as to which the PBGC by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided, however, that a failure to meet the minimum funding standard of Section 412 of the U.S. Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any such waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section 412(d) of the U.S. Code.
         
  Reorganisation Date
         
  means the date NewTopco or any other Intermediate Holding Company acquires any shares or assets (other than the shares in Vodafone acquired pursuant to the Hive Up) in circumstances where the aggregate market value of the assets of Vodafone (as determined by Vodafone (acting reasonably)) immediately following the acquisition is an amount which represents 95 per cent. or less of the aggregate market value of the assets of NewTopco (as determined by Vodafone (acting reasonably)) at that time.
         
  Request
         
  means a request made by a Borrower to utilise a Facility, substantially in the form of Schedule 4 (or in such other form as may be agreed by the Agent and Vodafone).
         
  Requested Amount
         
  means the amount requested in a Request.
         
  " Reserve Asset Costs
         
  means in relation to any Advance for any period:
         
  (a) for any Lender lending from a Facility Office in the United Kingdom, the Mandatory Cost (to the extent notified by any Lender in accordance with Clause 8.1 (Interest rate for all Advances) as applicable to that Advance); or
     
  (b) for any Lender lending from a Facility Office in a Participating Member State the cost, if any, notified by any Lender to the Agent as the cost (expressed as a percentage of that Lender's participation made in all Advances made from that Facility Office) to it of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
         
  Restricted Group
         
  means Vodafone, NewTopco (following the Reorganisation Date) and any Controlled Subsidiary (other than a Project Finance Subsidiary) of Vodafone or, following the Reorganisation Date, NewTopco:
         
  (a) whose principal operations or assets are located in a Core Jurisdiction; and/or
     
  (b) whose revenues are primarily generated by operations licensed by telecommunications authorities in Core Jurisdictions, but excludes any Controlled Subsidiary whose principal business is satellite telecommunications, cable or fixed line telecommunications.

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  Revolving Credit Advance
   
  means an advance (other than a Swingline Advance) made to a Borrower by the Revolving Credit Lenders under the Revolving Credit Facility.
         
  Revolving Credit Commitment
         
  means:
     
  (a) in respect of an Original Lender, the amount in U.S. Dollars set opposite the name of that Lender in Part 1 of Schedule 1; and
     
  (b) in respect of an Additional Lender, the amount in U.S. Dollars set out as a Revolving Credit Commitment in the relevant Lender Accession Agreement,
         
  in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.
         
  Revolving Credit Facility
         
  means the multicurrency revolving credit facility referred to in a Clause 2.1(a) (Facilities).
         
  Revolving Credit Lender
         
  means, subject to Clause 26.2 (Transfers by Lenders), a Lender listed in Part 1 of Schedule 1 in its capacity as a participant in the Revolving Credit Facility and/or an Additional Lender.
         
  Rollover Advance
         
  means any Advance (other than a Swingline Advance) made during the Availability Period which is drawn down to refinance in whole or in part any outstanding Advance (other than a Swingline Advance) where, after making and applying the proceeds of that Advance, the aggregate principal amount outstanding under the Revolving Credit Facility is not greater than the aggregate amount outstanding under that Facility immediately prior to that Advance being made.
         
  “S&P
   
  means Standard & Poor's Corporation.
         
  Security Interest
         
  means any mortgage, charge, assignment by way of security, pledge, lien or other security interest securing any obligation of any person.
   
  Signing Date
         
  means the date of this Agreement.

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  Single Employer Plan
     
  means a Plan which is maintained by any U.S. Obligor or any member of the Controlled USA Group for employees of Vodafone or any member of the Controlled USA Group.
     
  Subsidiary
     
  means:
     
  (a) a subsidiary within the meaning of Section 736 of the Companies Act 1985 (as amended by Section 144 of the Companies Act 1989) as in force at the Signing Date; and
     
  (b) unless the context otherwise requires, a subsidiary undertaking within the meaning of Section 258 of the Companies Act 1985 (as inserted by Section 21 of the Companies Act 1989) as in force at the Signing Date.
     
  Substitute Security Interest
     
  has the meaning given to it in the definition of Permitted Security Interest, sub clause (q).
     
  Swingline Advance
     
  means an advance made to a Borrower by the Swingline Lenders under the Swingline Facility.
     
  Swingline Affiliate
     
  means, in relation to a Lender, any Swingline Lender that is an Affiliate of that Lender and which is notified to the Agent and the U.S. Swingline Agent by that Lender in writing to be its Swingline Affiliate.
     
  Swingline Commitment
     
  means:
     
  (a)  in respect of a Swingline Lender which is an Original Lender, the amount in U.S. Dollars set opposite its name in Part 2 of Schedule 1; and
     
  (b) in respect of a Swingline Lender which is an Additional Lender, the amount in US Dollars set out as a Swingline Commitment in the relevant Lender Accession Agreement,
     
  in each case to the extent not transferred, cancelled or reduced under or in accordance with this Agreement.
     
  Swingline Facility
     
 

means the committed U.S. Dollar swingline facility referred to in Clause 2.1(b) (Facilities).

     
  Swingline Lender
     
  means, subject to Clause 26.2 (Transfers by Lenders), an Original Lender listed in Part 2 of Schedule 1 or an Additional Lender in respect of which a Swingline Commitment is specified in the relevant Lender Accession Agreement.

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  Swingline Rate
     
 

means, on any day, the higher of:

     
  (a) the Prime Rate; and
     
  (b) the aggregate of the Federal Funds Rate and 0.50 per cent. per annum,
     
  on that day.
   
  Swingline Total Commitments
   
  means the aggregate for the time being of the Swingline Commitments, being U.S.$2,725,000,000 at the date of this Agreement or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000.
   
  TARGET Day
   
  means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is operating.
   
 

Tax Credit

   
 

has the meaning given to it in Clause 10.6 (Refund of Tax Credits).

   
  Tax on Overall Net Income
   
  in relation to a Finance Party, means any tax on the overall net income, profits or gains of that Finance Party or any of its Holding Companies (or the overall net income, profits or gains of a division or branch of that Finance Party or any of its Holding Companies).
   
  Tax Payment
   
  has the meaning given to it in Clause 10.6 (Refund of Tax Credits).
   
  Taxes Act
   
  means the Income and Corporation Taxes Act 1988.
   
  Term
   
  means the period selected by a Borrower in a Request for which the relevant Revolving Credit Advance or Swingline Advance is to be outstanding.
   
  Total Commitments
   
  means the aggregate for the time being of the Revolving Credit Commitments, being, at the date of this Agreement, U.S.$4,675,000,000 or as may be increased pursuant to paragraph (b) of Clause 2.7 (Additional Lenders) up to a maximum of U.S.$10,000,000,000 (including the Swingline Total Commitments but without double counting).

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  Total Gross Borrowings
   
  means at any time, the aggregate outstanding principal amount of Financial Indebtedness of the Consolidated Group.
   
  Treaty Lender
   
  means a Lender which is (i) resident (as such term is defined in the appropriate double taxation treaty) in a country with which the United Kingdom has an appropriate double taxation treaty under which residents of that country are entitled to complete exemption from United Kingdom tax on interest and is entitled to apply under the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 to have interest paid to its Facility Office without withholding or deduction for or on account of United Kingdom taxation; and (ii) does not carry on business in the United Kingdom through a permanent establishment with which the investments under this Agreement in respect of which the interest is paid are effectively connected; and for this purpose “ double taxation treaty ” means any convention or agreement between the government of the United Kingdom and any other government for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income and capital gains.
   
  UK ” or “ United Kingdom
   
 

means the United Kingdom of Great Britain and Northern Ireland (but excluding, for the avoidance of doubt, the Channel Islands).

   
  United States
   
  means the United States of America.
   
  U.S. Code
   
  means the United States Internal Revenue Code of 1986 (as amended).
   
  U.S. Obligor
   
  means any Obligor which is incorporated in the United States or any State thereof (including the District of Columbia).
   
  U.S. Tax Obligor
   
  means any Obligor which makes a payment of interest, the receipt of which would be considered to be U.S. source income under Section 861 of the U.S. Code.
   
  2009 Facility
   
  means the U.S.$5,525,000,000 multi currency revolving five year facility dated 24 June 2004 as amended and restated on or around the date of this Agreement and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent and U.S. Swingline Agent and due June 2009.
   
  3 Year Facility
   
  means the U.S.$4,853,333,331 multi currency three year facility dated 26 June 2003 as amended and restated on 24 June 2004 and made between, amongst others, Vodafone Group Plc, the Arrangers and Lenders identified therein and The Royal Bank of Scotland plc as Agent.

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1.2 Construction
   
(a) In this Agreement, unless the contrary intention appears, a reference to:
   
(i) agreed form ” means, in relation to any document, such document in a form previously agreed in writing by or on behalf of the Agent and Vodafone;
 
assets ” of any person includes all or any part of that person’s business, operations, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;
 
an “ authorisation ” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration and notarisation;
 
Barclays Capital ” means Barclays Capital, the investment banking division of Barclays Bank PLC;
 
a “ finance lease ” has the meaning given to it in IAS 17 as in effect at 1 April 2005;
 
indebtedness ” is a reference to any obligation for the payment or repayment of money, whether as principal or surety and whether present or future, actual or contingent;
 
a “ month ” is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that, if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that month;
 
a “ regulation ” includes any regulation, rule, official directive, request or guideline (in each case, whether or not having the force of law, but if not having the force of law, is generally complied with by the persons to whom it is addressed) of any governmental or supranational body, agency, department or regulatory, self-regulatory authority or organisation; and
 
a reference to the currency of a country is to the lawful currency of that country for the time being, “ £ ” and “ Sterling ” is a reference to the lawful currency of the United Kingdom for the time being, “ U.S.$ ” and “ U.S. Dollars ” is a reference to the lawful currency of the United States for the time being and “ euro ” and “ ” is a reference to the lawful currency of those member states of the European Communities that adopt or have adopted the euro under the legislation of the European Community for Economic and Monetary Union;
 
(ii) a provision of a law is a reference to that provision as amended or re-enacted;
   
(iii) a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;
   
(iv) a person includes its successors, transferees and assigns;
   
(v) a Finance Document or another document is a reference to that Finance Document or that other document as novated or, with the approval of Vodafone, amended or supplemented; and

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  (vi) a time of day is a reference to London time.
     
(b) Unless the contrary intention appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
     
(c) The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.
     
(d) (i) Unless expressly provided to the contrary in a Finance Document, a person who is not a party to a Finance Document may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999;
     
  (ii) Notwithstanding any term of any Finance Document, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of that Finance Document.
     
(e) References to the Commitment of Morgan Stanley Bank International Limited in relation to the Facility shall be construed as references to the aggregate Commitment in relation to the Facility of Morgan Stanley Bank International Limited and Morgan Stanley Senior Funding, Inc. (in such proportions as Morgan Stanley Bank International Limited notifies to the Agent from time to time) and Morgan Stanley Senior Funding, Inc. is a party to this Agreement as a Lender to give effect to such Commitment (as so notified).
     
2.   THE FACILITIES
     
2.1 Facilities
     
  Subject to the terms of this Agreement, the Lenders grant to the Borrowers:
     
  (a) a committed multicurrency revolving seven year facility, under which the Lenders will, when requested by a Borrower, make cash advances in U.S. Dollars or Optional Currencies to that Borrower on a revolving basis during the Availability Period already defined; and
     
  (b) a committed U.S. Dollar swingline advance facility (which is a sub-division of the Revolving Credit Facility) under which the Swingline Lenders will, when requested by a Borrower, make to that Borrower Swingline Advances during the Availability Period.
     
2.2 Overall facility limits
     
(a) The Swingline Facility is not independent of the Revolving Credit Facility. The aggregate Original Dollar Amount of all outstanding Advances (including Swingline Advances) under:
     
  (i) the Revolving Credit Facility, shall not at any time exceed the Total Commitments at that time; and
     
  (ii) the Swingline Facility, shall not at any time exceed the Swingline Total Commitments at that time.
     
(b) The aggregate Original Dollar Amount of:

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  (i) the participations of a Lender in Revolving Credit Advances plus that Lender’s and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in outstanding Swingline Advances shall not at any time exceed that Lender’s Revolving Credit Commitment at that time; and
     
  (ii) the participations of a Swingline Lender in Swingline Advances shall not at any time exceed that Swingline Lender’s Swingline Commitment at that time.
   
(c) If, in respect of any Revolving Credit Advance, the operation of Clause 5.4 (Amount of each Lender’s participation in an Advance) would otherwise have caused a Lender (the “ Affected Lender ”) to breach sub-paragraph (b)(i) above then:
     
  (i) each Affected Lender will participate in the relevant Revolving Credit Advance only to the extent that the Original Dollar Amount of its participation in that Revolving Credit Advance (when aggregated with the Original Dollar Amount of its and, if applicable, that Lender’s Swingline Affiliate’s (if any), participations in other outstanding Revolving Credit Advances and Swingline Advances) will not exceed its Revolving Credit Commitment; and
     
  (ii) each other non-Affected Lender’s participation in that Revolving Credit Advance will be recalculated in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance), but, for the purpose of the recalculation, the Affected Lenders’ Revolving Credit Commitments will be deducted from the Total Commitments and the amount of the Affected Lenders’ participations in that Revolving Credit Advance (if any) will be deducted from the requested amount of the Revolving Credit Advance.
   
2.3

Number of Requests and Advances

   
(a) Unless the Agent agrees otherwise, no more than one Request (other than Requests for Swingline Advances only) may be delivered on any one day but that Request may specify any number and type of Advances from the Revolving Credit Facility or the Swingline Facility or either of them.
   
(b) Unless the Agent agrees otherwise, no more than 10 Advances (not including Swingline Advances) may be outstanding at any one time.
   
2.4 Nature of rights and obligations
   
(a) The obligations of a Finance Party and each Obligor under the Finance Documents are several. Failure of a Finance Party or an Obligor to carry out those obligations does not relieve any other Party of its obligations under the Finance Documents. No Finance Party or Obligor is responsible for the obligations of any other Finance Party or Obligor under the Finance Documents save and to the extent that the relevant obligations are guaranteed by another Obligor.
   
(b) The rights of a Finance Party under the Finance Documents are divided rights. A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce those rights.
   
2.5 Vodafone as Obligors’ agent
   
  Each Obligor:
     
  (a) irrevocably authorises and instructs Vodafone to give and receive as agent on its behalf all notices (including Requests) and sign all documents in connection with the Finance Documents on its behalf (including but not limited to amendments and variations and execution of any new Finance Documents) and take such other action as may be necessary or desirable under or in connection with the Finance Documents; and
     
  (b) confirms that it will be bound by any action taken by Vodafone under or in connection with the Finance Documents.

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2.6 Actions of Vodafone as Obligors’ agent
   
  The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by:
     
  (a) any irregularity (or purported irregularity) in any act done by or any failure (or purported failure) by Vodafone; or
     
  (b) Vodafone acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or
     
  (c) the failure (or purported failure) by or inability (or purported inability) of Vodafone to inform any Obligor of receipt by it of any notification under this Agreement.
   
2.7 Additional Lenders
   
(a) Any financial institution or other entity may, subject to the terms of this Agreement, become an Additional Lender. The relevant financial institution or other entity will become an Additional Lender on the date specified in a Lender Accession Agreement which has been delivered to the Agent duly completed and executed by that financial institution or other entity and countersigned by Vodafone on behalf of itself and each other Obligor.
   
(b) Upon the relevant financial institution or other entity becoming an Additional Lender, the Total Commitments shall be increased (subject to the Total Commitments being a maximum of U.S.$10,000,000,000 and the Combined Commitments being a maximum of U.S.$20,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Revolving Credit Commitment. If such Additional Lender so provides in the relevant Lender Accession Agreement, the Swingline Total Commitments shall be increased (subject to the Combined Swingline Commitments being a maximum of U. S.$10,000,000,000) by the amount set out in the relevant Lender Accession Agreement as that Additional Lender’s Swingline Commitment.
   
(c) Each Additional Lender will participate only in Advances with a Drawdown Date following the date on which it became an Additional Lender and only then if:
     
  (i) it has become an Additional Lender in time to receive sufficient notice of the relevant Advance from the Agent pursuant to Clause 5.5 (Notification of the Lenders); and
     
  (ii) immediately before such an Advance is to be made either (A) no Advances are or will be outstanding or (B) all outstanding Advances at that time are or will be immediately repaid or prepaid in full in accordance with the terms of this Agreement.
   
(d) On and from the Drawdown Date on which the Additional Lender makes an Advance under paragraph (c) above, the Additional Lender shall participate in each new Revolving Credit Advance or, as the case may be, Swingline Advance in accordance with Clause 5.4 (Amount of each Lender’s participation in an Advance).
   
(e) The execution by Vodafone of a Lender Accession Agreement constitutes confirmation by each Guarantor that its obligations under Clause 14 (Guarantee) shall continue unaffected except that those obligations shall extend to the Total Commitments as increased by the addition of the relevant Additional Lender’s Revolving Credit Commitment (including such Additional Lender’s Swingline Commitment but without double counting) and shall be owed to each Finance Party including the relevant Additional Lender.

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3. PURPOSE
   
3.1 Purpose
   
  Each Advance will be applied in or towards providing support for the Group’s continuing commercial paper programmes and for general corporate purposes of the Group including, but not limited to, Acquisitions (provided that a Swingline Advance may not be applied in or towards refinancing another Swingline Advance).
   
3.2 No monitoring
   
  Without affecting the obligations of any Borrower in any way, no Finance Party is bound to monitor or verify the application of the proceeds of any Advance.
   
4. CONDITIONS PRECEDENT
   
4.1 Initial conditions precedent
   
  The obligations of each Finance Party to any Borrower under this Agreement are subject to the conditions precedent that:
     
  (a) the Agent has notified Vodafone and the Lenders that it has received all of the documents set out in Part 1 of Schedule 2 in the agreed form or such other form and substance satisfactory to the Agent. The Agent will give such notice of receipt within two Business Days after receiving the relevant documents and finding them in form and substance satisfactory to it; and
     
  (b) the Agent confirms on or prior to the Signing Date that the 3 Year Facility has been cancelled and all amounts outstanding under such 3 Year Facility, if any, have been repaid.
   
4.2 Conditions to all drawdowns and rollovers
   
  The obligations of each Lender to participate in any Advance (other than a Rollover Advance) are subject to the further conditions precedent that on the date of the Request for the Advance (if applicable) and on the date on which the relevant amount is to be drawn down:
     
  (a) the representations and warranties in Clause 15 (Representations and warranties) are correct and will be correct immediately after the relevant Advance or amount is drawn down in each case in all material respects; and
     
  (b) no Default has occurred and is continuing or would result from drawdown of the relevant Advance or amount provided that for the period of 12 months commencing on the Signing Date, in relation to a drawdown of any Advance, an event (other than any event specified in Clauses 16.4 (Notification of Default), 16.9 (Disposals) or 16.10 (Restrictions on Acquisitions)) which, with the expiry of any grace period or giving of any notice specified in Clause 18.3(b) (Breach of other obligations) would constitute an Event of Default under Clause 18.3(b) (Breach of other obligations), shall not, for the purposes of this Clause 4.2(b) constitute a Default and further provided that, in the event of a Default which is not an Event of Default under Clause 18.2(b)(ii), the Lenders will not be obliged to participate in any Advance (other than a Rollover Advance) unless the Agent has received notice from Vodafone of the occurrence of a Disruption Event relating to that Default.

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5. ADVANCES
   
5.1 Receipt of Requests
     
  (a) A Borrower may borrow Advances under the Revolving Credit Facility (other than Swingline Advances) if the Agent receives, not later than 5.00 p.m. on the third Business Day before the proposed Drawdown Date, or, in the case of an Advance in Sterling, not later than 5.00 p.m. on the Business Day before the proposed Drawdown Date, a duly completed Request, copied, to the U.S. Swingline Agent.
     
  (b) A Borrower may borrow Swingline Advances if the U.S. Swingline Agent receives, not later than noon (New York City time) on the proposed Drawdown Date, a duly completed Request, copied to the Agent.
   
5.2 Completion of Requests for Revolving Credit Advances
   
  A Request for a Revolving Credit Advance will not be regarded as having been duly completed unless:
     
  (a) the Drawdown Date is a Business Day falling during the Availability Period;
     
  (b) only one currency is specified for each separate Advance and the Requested Amount for each separate Advance is in a minimum amount:
       
    (i) if in euro, of €25,000,000;
       
    (ii) if in Sterling, of £20,000,000; or
       
    (iii) if in U.S. Dollars, of U.S.$25,000,000,
     
    or, in any such case:
       
    (A) if less, is in an amount equal to the unutilised portion of the Total Commitments; or
       
    (B) such other amount as Vodafone and the Agent may agree;
     
  (c) only one Term for each separate Advance is specified which:
       
    (i) does not overrun the Final Maturity Date; and
       
    (ii) is a period of 7 days, one month, two, three (or such comparable period as the Borrower may adopt to reflect international futures exchange settlement dates) or six months (or such other period as may be agreed by Vodafone and (if not more than six months) the Agent or (if more than six months) all of the Lenders); and
     
  (d) the payment instructions comply with Clause 9.1 (Place of payment).

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5.3 Completion of Requests for Swingline Advances
     
  A Request for a Swingline Advance will not be regarded as having been duly completed unless:
     
  (a) the Drawdown Date is a New York Business Day falling during the Availability Period;
     
  (b) it is specified that the Swingline Advance is to be made in U.S. Dollars under the Swingline Facility;
     
  (c) the Requested Amount is a minimum of U.S.$20,000,000 or such other amount as the U.S. Swingline Agent and Vodafone may agree;
     
  (d) only one Term is specified, which:
     
    (i) does not overrun the Final Maturity Date; and
       
    (ii) is a period not exceeding five Business Days; and
     
  (e) the payment instructions comply with Clause 9.1 (Place of payment).
   
5.4 Amount of each Lender’s participation in an Advance
   
  The amount of a Lender’s participation in an Advance will be the proportion of the Requested Amount which:
     
  (a) in the case of a Revolving Credit Advance, its Revolving Credit Commitment bears to the Total Commitments; and
     
  (b) in the case of a Swingline Advance, its Swingline Commitment bears to the Swingline Total Commitments,
   
  in each case on the date of receipt of the relevant Request, adjusted in the case of paragraph (a) (if necessary) to reflect the operation of Clause 2.2(c) (Overall facility limits).
   
5.5 Notification of the Lenders
   
  The Agent (or, in the case of Swingline Advances, the U.S. Swingline Agent) shall promptly notify each Lender (or, as the case may be, Swingline Lender) of the details of the requested Advance and the amount of its participation in such Advance.
   
5.6 Payment of proceeds
   
  Subject to the terms of this Agreement, each Lender (or, as the case may be, Swingline Lender) shall make its participation in an Advance available to the Agent (or, in the case of a participation in a Swingline Advance, the U.S. Swingline Agent) for the Borrower concerned for value on the relevant Drawdown Date.

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6. REPAYMENT
   
6.1 Repayment of Revolving Credit Advances
     
(a) Each Borrower shall repay each Revolving Credit Advance made to it in full on its Maturity Date to the Agent for the Lenders, but since the Revolving Credit Facility is available on a revolving basis during the Availability Period amounts repaid may be reborrowed subject to the terms of this Agreement.
     
(b) No Revolving Credit Advance may be outstanding after the Final Maturity Date.
   
6.2 Repayment of Swingline Advances
   
(a) Each Borrower shall repay each Swingline Advance made to it in full on its Maturity Date to the U.S. Swingline Agent for the Swingline Lenders. No Swingline Advance may be outstanding after the Final Maturity Date.
   
(b) Each Swingline Advance shall be repaid on its Maturity Date in accordance with paragraph (a) above. In the event and to the extent that a Swingline Advance is not so repaid, each Lender will, within four Business Days of a demand to that effect from the U.S. Swingline Agent, pay to the U.S. Swingline Agent on behalf of the Swingline Lenders (which shall be deemed to be a drawing of that Lender’s Commitment) an amount equal to its Agreed Percentage (without set-off, counterclaim, withholding or other deduction) of the principal amount outstanding of such Swingline Advance and accrued interest (including default interest) thereon to the date of actual payment by such Lender (provided that no Lender shall be obliged to exceed its Commitment as a result of any such payment). The relevant Borrower shall forthwith reimburse the Lenders (through the Agent) in full for each payment made by the Lenders under this paragraph (b). Each amount the relevant Borrower is required to reimburse to the Lenders under this paragraph (b) shall be deemed to be an Overdue Amount which fell due for payment by the relevant Borrower on the day on which the payment by the Lenders giving rise to the reimbursement obligation was made and shall accrue default interest under Clause 8.3 (Default interest) accordingly. The obligations of each Lender under this paragraph (b) are unconditional and shall not be affected by the occurrence or continuance of a Default.
   
7. PREPAYMENT AND CANCELLATION
   
7.1 Automatic cancellation of Total Commitments
   
(a) The Revolving Credit Commitments of each Lender shall be automatically cancelled at the close of business in London on the Final Maturity Date.
   
(b) The Swingline Commitment of each Swingline Lender shall be automatically cancelled at the close of business in New York on the Final Maturity Date.
   
7.2 Voluntary cancellation
   
(a) Vodafone may by giving not less than one Business Day’s prior written notice to the Agent, cancel the unutilised portion of the Total Commitments in whole or in part (but, if in part, in an aggregate minimum amount of U.S.$100,000,000) in such proportions as Vodafone may designate in the notice of cancellation. Any cancellation in part shall be applied against the Revolving Credit Commitment of each Lender pro rata.

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(b) Whenever part of the Total Commitments is cancelled, the Swingline Commitments will not be cancelled unless (i) the amount of the Swingline Total Commitments would exceed the Total Commitments after such cancellation or (ii) the Swingline Commitment of any Swingline Lender would exceed its Commitment after such cancellation. In any such case, the Swingline Total Commitments shall, at the same time as the cancellation of the Total Commitments takes effect, be cancelled by such amount as is necessary to ensure that after the relevant cancellation of the Total Commitments the Swingline Total Commitments do not exceed the Total Commitments and the Swingline Commitment of each Swingline Lender does not exceed its Commitment.
       
7.3 Voluntary prepayment
       
(a) Any Borrower may by giving not less than five Business Days’ prior written notice to the Agent, prepay the whole or any part of the Revolving Credit Advances (but, if in part, in an aggregate minimum Original Dollar Amount, taking all prepayments made by all the Borrowers on the same day together, of U.S.$100,000,000).
       
(b) Any voluntary prepayment in part made under paragraph (a) above will be applied against all the Revolving Advances pro rata (or against such Revolving Credit Advances as Vodafone (or the relevant Borrower) may designate in the notice of prepayment).
       
7.4 Change of Control
       
  If control of Vodafone (other than as a result of a Hive Up) or, following a Hive Up, NewTopco, passes to any person acting either individually or in concert (a “ Change of Control ”):
       
  (a) Vodafone shall, promptly upon becoming aware thereof, notify the Agent who shall inform the Lenders;
       
  (b) any Lender may, if it determines that as a result of the Change of Control:
       
    (i) the level of its exposure to Vodafone, NewTopco and/or the entity which acquires control of Vodafone or NewTopco, as the case may be is unacceptably high in each case in the sole opinion of the Lender; or
       
    (ii) it no longer wishes (in its sole discretion and acting in good faith) to continue lending to Vodafone or NewTopco, as the case may be (whether for relationship, internal policy or any other reason);
       
    propose to Vodafone (through the Agent) the revised terms (if any) which it requires in order to continue to participate in the Facilities; and
       
  (c) if those revised terms have not been agreed with that Lender (or that Lender is not prepared, for one or more of the reasons set out in paragraph (b)(i) or (ii) above, to continue on any terms) within 30 days of the date of notification in paragraph (a) above (or such longer period as that Lender may agree in writing) then on expiry of 30 days from the date of notification in paragraph (a) above that Lender may by notice to the Agent (which shall promptly inform Vodafone) cancel the whole (but not part only) of such Lender’s Commitments and following service of such notice:
       
    (i) such Lender’s Commitments shall be cancelled on the date of service of the notice or as specified in it; and

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    (ii) all such Lender’s outstanding Advances shall be repaid or prepaid on the last day of the then current Term applicable thereto, and no amount may be outstanding to such Lender thereafter.
       
  For the purposes of this Clause 7.4, “control” has the meaning given to it in relation to a body corporate by Section 840 of the Taxes Act.
       
7.5 Right of prepayment and cancellation
       
  If:    
       
  (a) any Borrower is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender under Clause 10 (Taxes) or Clause 12 (Increased Costs); or
       
  (b) if circumstances exist such that a Borrower will be required to pay any amount to a Lender under Clause 10 (Taxes); or
       
  (c) any Lender notifies the Agent pursuant to Clause 8.1(c) (Interest Rate for all Advances) that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the definition thereof,
       
  Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling five Business Days after the date of service of the notice:
       
  (i) each Borrower will prepay the participations of that Lender in all outstanding Advances made to that Borrower; and
       
  (ii) the Lender’s Commitments shall be permanently cancelled on the date of service of the notice.
       
7.6 Miscellaneous provisions
       
(a) Any notice of prepayment and/or cancellation under this Agreement is irrevocable. The Agent shall notify the Lenders promptly of receipt of any such notice.
       
(b) All prepayments under this Agreement shall be made together with accrued interest on the amount prepaid and any other amounts due under this Agreement in respect of that prepayment (including, but not limited to, any amounts payable under Clause 23.2(c) (Other indemnities) if not made on the Maturity Date of the relevant Revolving Credit Advance or Swingline Advance).
       
(c) No prepayment or cancellation is permitted except in accordance with the express terms of this Agreement.
       
(d) Subject to the provisions of this Agreement, any amount prepaid in respect of the Revolving Credit Facility during the Availability Period may be reborrowed. No amount of the Total Commitments, (including the Swingline Total Commitments) cancelled under this Agreement may subsequently be reinstated.

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8. INTEREST
     
8.1 Interest rate for all Advances
     
(a) The rate of interest on each Advance (other than any Swingline Advance) for its Term, is the rate per annum determined by the Agent to be the aggregate of:
     
  (i) the applicable Margin;
     
  (ii) LIBOR or, in the case of an Advance denominated in euro, EURIBOR; and
     
  (iii) Reserve Asset Costs (if any).
     
(b) The rate of interest on each Swingline Advance for each day during its Term is the rate per annum determined by the U.S. Swingline Agent to be the Swingline Rate for that day plus any applicable Reserve Asset Costs.
     
(c) In this Agreement:
     
  (i) Reserve Asset Costs for an Advance for any Term will be calculated only on that portion of that Advance owed to Lenders who have notified the Agent that they incur the relevant Reserve Asset Costs in relation to Advances (and, in the case of Mandatory Costs, supplied the information required under paragraph 6 and 7 of Schedule 3);
     
  (ii) a Lender will only be entitled to Reserve Asset Costs if it has given a notification to the Agent as contemplated in sub paragraph (i) above; and
     
  (iii) any amounts payable pursuant to paragraph (b) of the definition of Reserve Asset Costs shall be expressed as a percentage rate per annum for the relevant Term.
     
8.2 Due dates
     
  Except as otherwise provided in this Agreement, accrued interest on each Advance is payable by the relevant Borrower on its Maturity Date and also, in the case of any Advance with a Term longer than six months, at six monthly intervals after its Drawdown Date for so long as the Term is outstanding.
     
8.3 Default interest
     
(a) If a Borrower fails to pay any amount payable by it under this Agreement when due (an “ Overdue Amount ”), it shall forthwith on demand by the Agent or, as the case may be, the U.S. Swingline Agent, pay interest on the Overdue Amount from the due date up to the date of actual payment, both before and after judgment, at a rate (the “Default Rate”) determined by the Agent or, as the case may be, the U.S. Swingline Agent to be one per cent. per annum (the “ Default Margin ”) above the higher of:
     
  (i) the rate on the Overdue Amount under Clause 8.1 (Interest rate for all Advances) immediately before the due date (in the case of principal); and
     
  (ii) the rate which would have been payable under Clause 8.1 (Interest rate for all Advances) if the Overdue Amount had, during the period of non-payment, constituted a Revolving Credit Advance in the currency of the Overdue Amount for such successive Terms of such duration as the Agent may determine (each a “ Designated Term ”),

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  except that during any grace period specified in Clause 18.2 (Non-payment) the Default Margin portion of the Default Rate will only apply to overdue payments of principal.
     
(b) The Default Rate will be determined on each Business Day or the first day of, or two Business Days before the first day of, the relevant Designated Term, as appropriate.
     
(c) If the Agent or, as the case may be, the U.S. Swingline Agent, determines that deposits in the currency of the Overdue Amount are not at the relevant time being made available by the Reference Banks to leading banks in the relevant interbank market, the Default Rate will be determined by reference to the cost of funds to the Agent or, as the case may be, the U.S. Swingline Agent, from whatever sources it selects, acting reasonably at all times, after consultation with the Reference Banks.
     
(d) Default interest will be compounded at the end of each Designated Term.
     
(e) The Agent shall notify Vodafone of the duration of each Designated Term.
     
8.4 Notification of rates of interest
     
  The Agent or, as the case may be, the U.S. Swingline Agent will promptly notify each relevant Party of the determination of a rate of interest under this Agreement.
     
8.5 Margin
     
(a) The Margin applicable to each Advance (other than any Swingline Advance) will be the lowest percentage rate specified in Column 2 below which corresponds to the criteria in relation to the Long Term Credit Rating Assigned to Vodafone in Column 1 below by Moody’s, Fitch and/or S&P (as the case may be) (each a “ Credit Rating Agency ”) at the relevant time plus 0.025 per cent per annum for the part of any Advance(s) which causes total outstandings after such Advance(s) to exceed 50% of the Total Commitments.
   
  Column 1 Column 2  
  Moody’s/Fitch/S&P ratings Margin (per cent. per annum)  
       
  Any two are equal to or higher than: Aa3/AA-/AA- 0.10  
  Any two are equal to or higher than: A1/A+/A+ 0.125  
  Any two are equal to or higher than: A2/A/A 0.15  
  Otherwise 0.175  
  All Quoting Credit Rating Agencies are lower than: A3/A-/A- 0.20  
   
  For the purposes of Clause 8.5(a) " All Quoting Credit Rating Agencies ” means at any time each Credit Rating Agency which has a Long Term Credit Rating Assigned to Vodafone at the relevant time

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(b) For the purposes of paragraph (a) above:
   
(i) the Margin applicable to an Advance throughout the whole of its Term will be determined according to the Long Term Credit Rating Assigned to Vodafone as at the Drawdown Date of the Advance; and
   
(ii) if on the Drawdown Date of any Advance only one Credit Rating Agency assigns a long term credit rating to Vodafone, the Margin applicable to that Advance will be determined in accordance with paragraph (i) by reference to such Long Term Credit Rating Assigned to Vodafone, or in the event that there is no Long Term Credit Rating Assigned to Vodafone the Margin applicable to that Advance will be 0.20 per cent. per annum.
 
In the case of Clause 8.5(b)(ii) above, where the ratings category will be determined by one Credit Rating Agency only, the words "Any two are" and "All Quoting Credit Rating Agencies" in Column 1 of the table above shall be construed as a reference to the rating determined pursuant to Clause 8.5(b)(ii).
   
(c) Promptly upon becoming aware of the same, Vodafone shall inform the Agent in writing if any change in the Long Term Credit Rating Assigned to Vodafone occurs or the circumstances contemplated by paragraph 8.5(b)(ii) above arise.
   
(d) For the purpose of this Clause 8.5 the “ Long Term Credit Rating Assigned to Vodafone ” means, at any time, the solicited long term credit rating assigned at that time to Vodafone by the relevant Credit Rating Agency (but, for the avoidance of doubt, disregarding any outlook or review action, including placing Vodafone on creditwatch or any similar or analogous step, taken by such Credit Rating Agency) where the rating is based primarily on the unsecured credit risk (not credit enhanced or collateralised) of Vodafone in a manner comparable to the credit structure of Vodafone’s U.S.$1,000,000,000 bond issue due December 2013 (the “ Reference Bond ”), or if the Reference Bond ceases to be outstanding, such other outstanding series of listed bonds issued or guaranteed by Vodafone with a maturity date following and closest to December 2013. References in this paragraph (d) to Vodafone shall, following the Reorganisation Date, be references to NewTopco, provided that a long term credit rating has been assigned to NewTopco.
   
8.6 Non-Business Days
 
If a Term would otherwise end on a day which is not a Business Day, that Term shall instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
   
9. PAYMENTS
   
9.1 Place of payment
 
All payments by an Obligor or a Lender under this Agreement shall be made to the Agent or (if the payment relates to the Swingline Facility) the U.S. Swingline Agent to its account at such office or bank in the principal financial centre of the country of the currency concerned (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to that Obligor or Lender for this purpose.

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9.2 Funds
 
Payments under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent shall be made for value on the due date at such times and in such funds as the Agent or, as the case may be, the U.S. Swingline Agent may specify to the Party concerned as being customary at the time for the settlement of transactions in the relevant currency in the place for payment.
   
9.3 Distribution
   
(a) Each payment received by the Agent or, as the case may be, the U.S. Swingline Agent under this Agreement for another Party shall, subject to paragraphs (b) and (c) below, be made available by the Agent or, as the case may be, the U.S. Swingline Agent to that Party by payment (on the date of value of receipt and in the currency and funds of receipt) to its account with such bank in the principal financial centre of the country of the relevant currency (or, in the case of euro, in the principal financial centre of a Participating Member State or London) as it may notify to the Agent or, as the case may be, the U.S. Swingline Agent for this purpose by not less than five Business Days’ prior notice.
   
(b) The Agent or, as the case may be, the U.S. Swingline Agent may apply any amount received by it for an Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from an Obligor under this Agreement in the same currency on such date or in or towards the purchase of any amount of any currency to be so applied.
   
(c) Where a sum is to be paid under this Agreement to the Agent or, as the case may be, the U.S. Swingline Agent for the account of another Party, the Agent or, as the case may be, the U.S. Swingline Agent is not obliged to pay that sum to that Party until it has established that it has actually received that sum. The Agent or, as the case may be, the U.S. Swingline Agent may, however, assume that the sum has been paid to it in accordance with this Agreement and, in reliance on that assumption, make available to that Party a corresponding amount. If the sum has not been made available but the Agent or, as the case may be, the U.S. Swingline Agent has paid a corresponding amount to another Party, that Party shall forthwith on demand refund the corresponding amount to the Agent or, as the case may be, the U.S. Swingline Agent together with interest on that amount from the date of payment to the date of receipt, calculated at a rate reasonably determined by the Agent or, as the case may be, the U.S. Swingline Agent to reflect its cost of funds.
   
9.4 Currency
     
(a) (i) A repayment or prepayment of an Advance is payable in the currency in which the Advance is denominated.
   
(ii) Interest is payable in the currency in which the relevant amount in respect of which it is payable is denominated.
   
(iii) Amounts payable in respect of costs, expenses, taxes and the like are payable in the currency in which they are incurred.
   
(iv) Any other amount payable under this Agreement is, except as otherwise provided in this Agreement, payable in U.S. Dollars.
   
(b) Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

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  (i) any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (acting reasonably and after consultation with Vodafone); and
     
  (ii) any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of the currency unit into the other, rounded up or down by the Agent (acting reasonably); and
     
  (iii) if a change in any currency of a country occurs this Agreement will be amended to the extent the Agent and Vodafone agree (such agreement not to be unreasonably withheld) to be necessary to reflect the change in currency and to put the Lenders and the Obligors in the same position, as far as possible, that they would have been in if no change in currency had occurred.
     
9.5 Set-off and counterclaim
 
All payments made by an Obligor under this Agreement shall be made without set-off or counterclaim.
     
9.6 Non-Business Days
   
(a) If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment shall instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
     
(b) During any extension of the due date for payment of any principal under this Agreement interest is payable on the principal at the rate payable on the original due date.
     
9.7 Partial payments
     
(a) If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment insufficient to discharge all the amounts then due and payable by an Obligor under this Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of the Obligors under this Agreement in the following order:
     
  (i) first , in or towards payment pro rata of any unpaid costs, fees and expenses of the Agent and the U.S. Swingline Agent under this Agreement;
     
  (ii) secondly , in or towards payment pro rata of any accrued fees due but unpaid under Clause 20 (Fees);
     
  (iii) thirdly , in or towards payment pro rata of any interest due but unpaid under this Agreement;
     
  (iv) fourthly , in or towards payment pro rata of any principal due but unpaid under this Agreement; and
     
  (v)   fifthly , in or towards payment pro rata of any other sum due but unpaid under this Agreement.
     
(b) The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Lenders, vary the order set out in sub-paragraphs (a)(ii) to (v) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation.

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(c)   Paragraphs (a) and (b) above shall override any appropriation made by any Obligor.
   
10.     TAXES
   
10.1     Gross-up
 
All payments by an Obligor to a Finance Party under the Finance Documents shall be made free and clear of and without deduction for or on account of any taxes, except to the extent that the Obligor is required by law to make payment subject to any such taxes. Subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if any Relevant Tax or amounts in respect of Relevant Tax are deducted or withheld from any amounts payable or paid by an Obligor, to a Finance Party under the Finance Documents, the Obligor shall pay such additional amounts as may be necessary to ensure that the relevant Finance Party receives a net amount equal to the full amount which it would have received had that Relevant Tax or those amounts in respect of Relevant Tax not been so deducted or withheld.
   
10.2     Indemnity
 
Save to the extent that the relevant Finance Party is compensated by an increased payment under Clause 10.1 (Gross-up), but otherwise without prejudice to the provisions of Clause 10.1 (Gross-up), but subject to Clause 10.4 (Qualifying Lenders) and Clause 10.5 (U.S. Taxes), if a Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party is required to make any payment on account of any Relevant Tax on or in relation to any sum received or receivable hereunder by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (including a sum received or receivable under this Clause 10) or any liability in respect of any such payment on account of any Relevant Tax is incurred by such Finance Party or the Agent (or, as the case may be, the U.S. Swingline Agent) on behalf of that Finance Party (in all cases other than any Tax on Overall Net Income), the relevant Obligor shall, within five Business Days of demand by the Agent (or, as the case may be, the U.S. Swingline Agent) indemnify such Finance Party against such payment or liability in respect of such payment, together with any interest, penalties, reasonable costs and reasonable expenses payable or incurred in connection therewith other than any such interest, penalties, costs or expenses arising as a result of a failure by a Finance Party to make payment of such tax when due.
   
10.3     Tax receipts
 
All taxes required by law to be deducted or withheld by an Obligor from any amounts paid or payable under the Finance Documents shall be paid by the relevant Obligor when due and the Obligor shall, within 15 days of the payment being made, deliver to the Agent for the relevant Lender evidence satisfactory to that Lender acting reasonably (including any relevant tax receipts which have been received) that the payment has been duly remitted to the appropriate authority.
   
10.4     Qualifying Lenders
 
(a) An Obligor is not required to pay to a Lender any amounts under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) in respect of Relevant Tax imposed by the United Kingdom if, on the date on which the payment falls due, the relevant Lender is a Party but is not a Qualifying Lender (other than as a result of the introduction, suspension, withdrawal or cancellation of, or change in, or change in the official interpretation, administration or official application of, any law, regulation having the force of law, tax treaty or any published practice or published concession of any relevant taxing authority in any jurisdiction with which the relevant Lender has a connection, occurring after the Signing Date or, if later, the date on which that Lender becomes a Party).

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(b) A Treaty Lender shall:
   
(i) promptly and, in any event, within seven Business Days after it becomes a Lender, deliver to its local revenue authority for certification such UK Inland Revenue forms (“ Claim Forms ”) as may be required for any Obligor making a payment to such Treaty Lender to obtain authorisation from the UK Inland Revenue to make such payment without deduction for or on account of any taxes;
   
(ii) in circumstances where the procedure for Treaty relief contemplated in (i) above requires a local revenue authority to return a certified Claim Form to the Treaty Lender for submission by that Treaty Lender to the UK Inland Revenue, (a) take all reasonable follow up action available to the Treaty Lender to facilitate the return in a timely manner to the Treaty Lender of such Claim Form, duly stamped or certified by the relevant revenue authority and (b) submit such Claim Form to the UK Inland Revenue as soon as reasonably practicable (and in any event within seven Business Days) after receipt of that Claim Form from the local revenue authority; and
   
(iii) in all other circumstances relating to the Treaty relief procedure contemplated in (i) above, following the submission of Claim Forms by the Treaty Lender to the relevant local revenue authority, respond promptly to any further requests any Treaty Lender receives from the relevant local revenue authority and, on receipt of written request from Vodafone to do so, take all reasonable follow up action to facilitate the submission by the relevant local revenue authority of duly stamped or certified Claim Forms to the UK Inland Revenue in a timely manner.
 
If there is any change in the procedure by which certification is to be made or to be notified to the UK Inland Revenue, the Treaty Lender’s obligations shall be modified in such manner as the Treaty Lender may reasonably determine so that such amended obligations shall, as far as possible, have the same or equivalent effect as the original obligations. No Obligor resident in the UK shall be liable to pay any sums to any Treaty Lender under Clause 10.1 (Gross-up) or Clause 10.2 (Indemnity) unless the Treaty Lender has complied with its obligations under this Clause 10.4(b).
   
(c) Subject to (d) below, each Lender warrants to Vodafone, on each date upon which it makes an Advance and on the due date for each payment of interest to the Lender:
   
(i) that it is a Qualifying Lender; and
   
(ii) if it is a Treaty Lender, it has delivered (or will deliver within the time limits specified herein) the forms described in paragraph (b).
   
(d) If a Lender or, as the case may be, the Facility Office of a Lender is aware that it is or will become unable to make the warranty set out in paragraph (c) of this Clause 10.4 it will promptly notify the Agent and Vodafone. Notwithstanding such notification to Vodafone, the Agent will promptly notify Vodafone and from the date of the first such notification received by Vodafone the warranty in paragraph (c) above will no longer be made by that Lender.
   
10.5 U.S. Taxes
   
(a) A U.S. Tax Obligor shall not be required to pay any amount pursuant to Clause 10.1 (Gross-up) or any amount pursuant to Clause 10.2 (Indemnity) in respect of United States taxes (including, without limitation, federal, state, local or other income taxes), branch profits or franchise taxes with respect to a sum payable by it pursuant to this Agreement to a Lender if on the date a payment of interest falls due under this Agreement either:

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(i) in the case of a Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code), such Lender is not entitled to receive interest payable under this Agreement free and clear of any U.S. taxes imposed by way of deduction or withholding at the source under applicable law as in effect on the date such Lender becomes a party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation; or
   
(ii) such Lender has failed to provide the relevant U.S. Tax Obligor with the appropriate form, certificate or other information with respect to such sum payable that it was required to provide pursuant to paragraphs (b) and (c) below; or
   
(iii) such Lender is subject to such tax by reason of any connection between the jurisdiction imposing such tax on the Lender or its Facility Office other than a connection arising solely from this Agreement or any transaction contemplated hereby.
   
(b) At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is not a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall submit, as soon as reasonably practicable after:
   
(i) the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
   
(ii) the date on which the relevant Lender becomes a Party to this Agreement; or
   
(iii) the date on which the relevant Lender designates a new Facility Office,
   
(but, in each case, no later than the due date for the next interest payment), in duplicate to each U.S. Tax Obligor duly completed and signed copies of either United States Internal Revenue Service Form W-8BEN or Form W-8ECI or applicable successor form relating to such Lender and evidencing such Lender’s complete exemption from withholding on all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor. Thereafter such Lender shall submit to each U.S. Tax Obligor such additional duly completed and signed copies of one or the other such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxation authorities) or any additional information, in each case as may be required under then current United States law or regulations to claim the inapplicability of or exemption from United States withholding taxes on payments in respect of all amounts (to which such withholding would otherwise apply) to be received by such Lender, including fees, pursuant to this Agreement in connection with any borrowing by a U.S. Tax Obligor unless such Lender is unable to do so as a result of a change in, the introduction of, suspension, withdrawal or cancellation of, or change in the official interpretation, administration or official application of, the U.S. Code or any regulation promulgated thereunder or of a convention or agreement for the avoidance of double taxation and the prevention of fiscal evasion between the government of the United States of America and the jurisdiction in which the relevant Lender has a connection, occurring after the date the Lender becomes a Party to this Agreement or, if such Lender has designated a new Facility Office, the date of such designation.

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(c) At any time after a U.S. Tax Obligor becomes (and while there continues to be a U.S. Tax Obligor) a Party to this Agreement, if a Lender is a United States person (as such term is defined in Section 7701(a)(30) of the U.S. Code) it shall, as soon as practicable after:
     
  (i) the date on which the U.S. Tax Obligor becomes a Party to this Agreement (if requested by the relevant U.S. Tax Obligor);
     
  (ii) the date on which the relevant Lender becomes a Party to this Agreement; or
     
  (iii) the date on which the relevant Lender designates a new Facility Office,
     
  (but, in each case, no later than the due date for the next interest payment), and thereafter, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form or forms to be delivered, submit in duplicate to each U.S. Tax Obligor a United States Internal Revenue form W-9 evidencing that such Lender is such a United States person and shall submit any additional information that may be necessary to avoid United States withholding taxes on all payments, including fees, (to which such withholding would otherwise apply) to be received pursuant to this Agreement in connection with any borrowing a U.S. Tax Obligor.
   
10.6 Refund of Tax Credits
   
  If any Obligor pays any amount to a Finance Party under this Clause 10 (a “ Tax Payment ”) and that Finance Party obtains a refund of a tax, or a credit against tax by reason of either the circumstances giving rise to the Obligor’s obligation to make the Tax Payment or that Tax Payment (a “ Tax Credit ”) then that Finance Party shall reimburse that Obligor such amount as can be determined to be the proportion of the Tax Credit as will leave that Finance Party (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been paid. Nothing in this Clause 10 shall interfere with the right of each Finance Party to arrange its affairs in whatever manner it thinks fit and no Finance Party is obliged to disclose any information regarding its tax affairs or computations to an Obligor which it reasonably considers confidential.
   
11. MARKET DISRUPTION
   
11.1 Market disturbance
   
  Notwithstanding anything to the contrary herein contained, if and each time that prior to or on a Drawdown Date relative to an Advance (other than, in the case of paragraphs (a), (b)(ii) or (c) below, a Swingline Advance) to be made:
   
  (a) only one or no Reference Bank supplies a rate for the purposes of determining LIBOR or EURIBOR (as the case may be) in accordance with paragraph (b) of the relevant definition; or
     
  (b) the Agent is notified by Lenders whose participations in that Advance would represent 50 per cent. or more of that Advance that (i) deposits in the currency of that Advance may not in the ordinary course of business be available to them in the relevant interbank market for a period equal to the Term concerned in amounts sufficient to fund their participations in that Advance or (ii) LIBOR or EURIBOR (as the case may be) does not adequately represent their cost of funds; or
     
  (c) the Agent (after consultation with the Reference Banks) shall have determined (which determination shall be conclusive and binding upon all Parties) that by reason of circumstances affecting the relevant interbank market generally, adequate and fair means do not exist for ascertaining the LIBOR or EURIBOR (as the case may be) applicable to such Advance during its Term,
     
  the Agent shall promptly give written notice of such determination or notification to Vodafone and to each of the Lenders.

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11.2 Alternative rates
   
If the Agent gives a notice under Clause 11.1 (Market disturbance):
 
(a) Vodafone and the Lenders whose participations in the relevant Advance would represent 50 per cent. or more of that Advance may (through the Agent) agree that (except in the case of a Rollover Advance) that Advance shall not be borrowed; or
   
(b) in the absence of such agreement by the Drawdown Date specified in the relevant Request (and in any event in the case of a Rollover Advance):
   
(i) the Term of the relevant Advance shall be one month;
   
(ii) the Advance shall be made in the currency requested or, in the case of Clause 11.1(b)(i) (Market disturbance), in U.S. Dollars (or, if the currency requested for the relevant Advance is U.S. Dollars, euro); and
   
(iii) during the Term of the relevant Advance the rate of interest applicable to such Advance shall be the Margin plus applicable Reserve Asset Costs plus the rate per annum notified by each Lender concerned to the Agent before the last day of such Term to be that which expresses as a percentage rate per annum the cost to such Lender of funding its participation in such Advance from whatever sources it may reasonably select.
   
12. INCREASED COSTS
   
12.1 Increased costs
   
(a) Subject to Clause 12.2 (Exceptions), Vodafone will forthwith on demand by a Finance Party pay that Finance Party the amount of any increased cost incurred by it or any of its Holding Companies as a result of any change in or introduction of any law or regulation (including any relating to reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary control).
   
(b) Promptly following the service of any demand, Vodafone will pay to that Finance Party such amount as that Finance Party certifies in the demand (with sufficient details for the calculations to be verified) will in its reasonable opinion compensate it for the applicable increased cost and in relation to the period expressed to be covered by such demand.
   
(c) When calculating an increased cost, a Finance Party will only apply the costs incurred in relation to the Facilities. Nothing contained in this Clause 12.1 shall oblige the Finance Party to disclose any information (other than information which is readily available in the public domain or which is not in the reasonable opinion of the Finance Party confidential) relating to the way in which it employs its capital or arranges its internal financial affairs.

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(d) In this Agreement “ increased cost ” means:
   
(i) an additional cost incurred by a Finance Party or any of its Holding Companies as a result of it performing, maintaining or funding its obligations under, this Agreement; or
   
(ii) that portion of an additional cost incurred by a Finance Party or any of its Holding Companies in making, funding or maintaining all or any advances comprised in a class of advances formed by or including its participations in the Advances made or to be made under this Agreement as is attributable to it making, funding or maintaining its participations; or
   
(iii) a reduction in any amount payable to a Finance Party or the effective return to a Finance Party under this Agreement or on its capital (or the capital of any of its Holding Companies); or
   
(iv) the amount of any payment made by a Finance Party, or the amount of interest or other return foregone by a Finance Party, calculated by reference to any amount received or receivable by a Finance Party from any other Party under this Agreement.
   
12.2 Exceptions
 
Clause 12.1 (Increased costs) does not apply to any increased cost:
 
(a) compensated for by the payment of the Reserve Asset Costs; or
   
(b) attributable to any tax or amounts in respect of tax; or
   
(c) occurring as a result of any negligence or default of a Lender or its Holding Company including but not limited to a breach by that Lender or Holding Company of any fiscal, monetary or capital adequacy limit imposed on it by any law or regulation; or
   
(d) to the extent that the increased cost was incurred in respect of any day more than six months before the first date on which it was reasonably practicable to notify Vodafone thereof (except in the case of any retrospective change); or
   
(e) attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement (“ Basel II ”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).
   
13. ILLEGALITY AND MITIGATION
 
13.1 Illegality
 
If it becomes unlawful in any jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Advance, then the Lender may notify Vodafone through the Agent accordingly and thereupon, but only to the extent necessary to remove the illegality:
 
(a) each Borrower shall, upon request from that Lender within the period allowed or if no period is allowed, forthwith, repay any participation of that Lender in the Advances made to it together with all other amounts payable by it to that Lender under this Agreement; and
   
(b) the Lender’s Commitments shall be cancelled immediately.

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13.2 Mitigation
 
Notwithstanding the provisions of Clauses 8.1 (Interest rate for all Advances), 10 (Taxes), 12 (Increased costs) and 13.1 (Illegality), if in relation to a Finance Party circumstances arise which would result in:
   
(a) a payment pursuant to paragraph (b) of the definition of “Reserve Asset Costs”; or
   
(b) any deduction, withholding or payment of the nature referred to in Clause 10 (Taxes); or
   
(c) any increased cost of the nature referred to in Clause 12 (Increased costs); or
   
(d) a notification pursuant to Clause 13.1 (Illegality),
 
then without in any way limiting, reducing or otherwise qualifying the rights of such Finance Party or the Agent, such Finance Party shall promptly upon becoming aware of the same notify the Agent thereof (whereupon the Agent shall promptly notify Vodafone) and such Finance Party shall use reasonable endeavours to transfer its participation in the Facility and its rights hereunder and under the Finance Documents to another financial institution or Facility Office not affected by circumstances having the results set out in (a), (b), (c), or (d) above and shall otherwise take such reasonable steps as may be open to it to mitigate the effects of such circumstances provided that such Finance Party shall not be under any obligation to take any such action if, in its opinion, to do so would or would be likely to have a material adverse effect upon its business, operations or financial condition or would involve it in any unlawful activity or any activity that is contrary to its policies or any request, guidance or directive of any competent authority (whether or not having the force of law) or (unless indemnified to its satisfaction) would involve it in any significant expense or tax disadvantage.
   
14. GUARANTEE
   
14.1 Guarantee
 
Each Guarantor jointly and severally, irrevocably and unconditionally:
   
(a) as principal obligor, guarantees to each Finance Party that if and whenever:
   
(i) an amount is due and payable by a Borrower under or in connection with any Finance Document; and
   
(ii) demand for payment of that amount has been made by the Agent on that Borrower,
 
that Guarantor will forthwith on demand by the Agent pay that amount as if that Guarantor instead of that Borrower were expressed to be the principal obligor; and

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  (b) indemnifies each Finance Party on demand against any loss or liability suffered by it if any obligation guaranteed by any Guarantor is or becomes unenforceable, invalid or illegal (the amount of that loss being the amount expressed to be payable by the relevant Borrower in respect of the relevant sum).
   
14.2 Continuing guarantee
   
  This guarantee is a continuing guarantee and will extend to the ultimate balance of all sums payable by the Borrowers under the Finance Documents, regardless of any intermediate payment or discharge in part.
   
14.3 Reinstatement
 
(a) Where any discharge (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made in whole or in part or any arrangement is made on the faith of any payment, security or other disposition which is avoided or must be restored on insolvency, liquidation or otherwise without limitation, the liability of the Guarantors under this Clause 14 (Guarantee) shall continue as if the discharge or arrangement had not occurred (but only to the extent that such payment, security or other disposition is avoided or restored).
   
(b) Each Finance Party may concede or compromise any claim that any payment, security or other disposition is liable to avoidance or restoration.
   
14.4 Waiver of defences
   
The obligations of each Guarantor under this Clause 14 will not be affected by any act, omission, matter or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 14 or prejudice or diminish those obligations in whole or in part, including (whether or not known to it or any Finance Party):
   
(a) any time or waiver granted to, or composition with, any Borrower or other person;
   
(b) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
   
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any incapacity or lack of powers, authority or legal personality of or dissolution or change in the members or status of a Borrower or any other person;
   
(e) any variation (however fundamental) or replacement of a Finance Document so that references to that Finance Document in this Clause 14 shall include each variation or replacement;
   
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, to the intent that the Guarantors’ obligations under this Clause 14 shall remain in full force and its guarantee be construed accordingly, as if there were no unenforceability, illegality or invalidity; and

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(g) any postponement, discharge, reduction, non-provability or other similar circumstance affecting any obligation of any Borrower under a Finance Document resulting from any insolvency, liquidation or dissolution proceedings or from any law, regulation or order so that each such obligation shall, for the purposes of the Guarantors’ obligations under this Clause 14, be construed as if there were no such circumstance.
   
14.5 Immediate recourse
 
Except as provided in Clause 14.1(a)(ii) (Guarantee), each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 14.
   
14.6 Appropriations
 
Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
   
(a) refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
   
(b) hold in a suspense account (bearing interest at a commercial rate) any moneys received from any Guarantor or on account of that Guarantor’s liability under this Clause 14, with any interest earned being credited to that account.
   
14.7 Non-competition
 
Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been paid in full, no Guarantor shall, after a claim has been made or by virtue of any payment or performance by it under this Clause 14:
   
(a) be subrogated to any rights, security or moneys held, received or receivable by any Finance Party (or any trustee or agent on its behalf) or be entitled to any right of contribution or indemnity in respect of any payment made or moneys received on account of that Guarantor’s liability under this Clause 14; or
   
(b) claim, rank, prove or vote as a creditor of any Borrower or its estate in competition with any Finance Party (or any trustee or agent on its behalf); or
   
(c) receive, claim or have the benefit of any payment, distribution or security from or on account of any Borrower, or exercise any right of set-off as against any Borrower.
 
Each Guarantor shall hold in trust for and forthwith pay or transfer to the Agent for the Finance Parties any payment or distribution or benefit of security received by it contrary to this Clause 14.7.

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14.8 Additional security
     
  This guarantee is in addition to and is not in any way prejudiced by any other security now or hereafter held by any Finance Party.
     
14.9 Removal of Guarantors
     
     
(a) Any Guarantor (other than, Vodafone (subject to Clause 14.9(b) below) and, following the Reorganisation Date, NewTopco and any Intermediate Holding Company (subject to Clause 14.9(c) below) of Vodafone) which is not a Borrower, may, at the request of Vodafone and if no Default is continuing, cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that Guarantor’s obligations as a Guarantor under this Agreement.
     
(b) If on the Reorganisation Date, NewTopco or any Intermediate Holding Company have acceded as Guarantors in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Vodafone’s resignation as a Guarantor, Vodafone may cease to be a Guarantor with effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Vodafone’s obligations as a Guarantor under this Agreement.
     
(c) If NewTopco has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors) and no Default is continuing or would result from Intermediate Holding Company’s resignation as a Guarantor, Intermediate Holding Company may cease to be a Guarantor by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Intermediate Holding Company’s obligation as a Guarantor under this Agreement.
 
14.10 Limitation on guarantee of U.S. Guarantors
 
Notwithstanding any other provision of this Clause 14, the obligations of each Guarantor incorporated in the United States (other than NewTopco and any Intermediate Holding Company, to the extent incorporated in the United States) (a “ U.S. Guarantor ”) under this Clause 14 shall be limited to a maximum aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Bankruptcy Code or any applicable provisions of comparable state law (collectively, the “ Fraudulent Transfer Laws ”), in each case after giving effect to all other liabilities of such U.S. Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such U.S. Guarantor in respect of intercompany indebtedness to the Borrowers or Affiliates of the Borrowers to the extent that such indebtedness would be discharged in an amount equal to the amount paid by such U.S. Guarantor hereunder) and after giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights of such U.S. Guarantor pursuant to (a) applicable law or (b) any agreement providing for an equitable allocation among such U.S. Guarantor and other Affiliates of the Borrowers of obligations arising under guarantees by such parties.

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15. REPRESENTATIONS AND WARRANTIES
   
15.1 Representations and warranties
 
Each Obligor makes the representations and warranties set out in this Clause 15 to each Finance Party (in respect of itself and where relevant its Controlled Subsidiaries only).
   
15.2 Status
 
It is a duly incorporated and validly existing corporation under the laws of the jurisdiction of its incorporation.
   
15.3 Powers and authority
 
It has the power to:
   
(a) enter into and comply with, all obligations expressed on its part under the Finance Documents;
   
(b) (in the case of a Borrower) to borrow under this Agreement; and
   
(c) (in the case of a Guarantor) to give the guarantee in Clause 14 (Guarantee),
 
and has taken all necessary actions to authorise the execution, delivery and performance of the Finance Documents.
   
15.4 Non-violation
 
The execution, delivery and performance of the Finance Documents will not violate:
   
(a) any provisions of any existing law or regulation or statute applicable to it; or
   
(b) to any material extent, any provisions of any mortgage, contract or other undertaking to which it or any of its Controlled Subsidiaries which is a member of the Restricted Group is a party or which is binding upon it or any of its Controlled Subsidiaries which is a member of the Restricted Group, the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their material obligations under the Finance Documents.
   
15.5 Borrowing limits
 
Borrowings under this Agreement up to and including the maximum amount available under this Agreement, together with borrowings under the 2009 Facility up to and including the maximum amount available under the 2009 Facility, will not cause any limit (except to the extent the limit has been waived) on borrowings or, as the case may be, on the giving of guarantees (whether imposed in its Articles of Association or otherwise), or on the powers of its board of directors, applicable to it to be exceeded.
   
15.6 Authorisations
 
All necessary consents or authorisations of any governmental authority or agency required by it in connection with the execution, validity, performance or enforceability of the Finance Documents have been obtained and are validly existing.

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15.7 No default
 
Neither it nor any of its Controlled Subsidiaries which is a member of the Restricted Group is in default under any law or agreement by which it is bound the consequences of which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
   
15.8 Accounts
 
The audited consolidated financial statements of Vodafone (or, following a Hive Up, NewTopco) most recently delivered to the Agent (which, at the date of this Agreement are the audited consolidated accounts of Vodafone for the year ended 31 March 2005):
   
(a) give a true and fair view of the consolidated financial position of Vodafone (or, following a Hive Up, NewTopco) as at the date to which they were drawn up; and
   
(b) have been prepared in accordance with generally accepted accounting principles applied by Vodafone (or, following a Hive Up, NewTopco) at such time, consistently applied except for changes disclosed in such financial statements which are necessary to reflect a change in generally accepted accounting principles or the adoption of international finance reporting standards.
   
15.9 No Event of Default
 
No Event of Default has occurred and is continuing in respect of it or any of its Subsidiaries which is a member of the Restricted Group.
   
15.10 Investment Company
 
Each Borrower which is a U.S. Obligor either (i) is not an investment company as defined under United States Investment Company Act of 1940, as amended, or (ii) is exempt from the registration provisions of the Act pursuant to an exemption under that Act.
   
15.11 ERISA
   
  (a) Each member of the Controlled USA Group has fulfilled its obligations under the minimum funding standards of ERISA and the U.S. Code with respect to each Plan maintained by such member or any member of the Controlled USA Group where non-fulfilment of such obligations would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
  (b) Each Obligor is in compliance with the applicable provisions of ERISA, the U.S. Code and any other applicable United States Federal or State law with respect to each Plan maintained by such Obligor where non-fulfilment of or non-compliance with such provisions would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
  (c) No Reportable Event has occurred with respect to any Plan maintained by an Obligor or any member of the Controlled USA Group and no steps have been taken to reorganise or terminate any Single Employer Plan or by that Obligor to effect a complete or partial withdrawal from any Multi-employer Plan where non-compliance or such Reportable Event, reorganisation, termination or withdrawal would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.

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(d) No member of the Controlled USA Group has:
   
(i) sought a waiver of the minimum funding standard under Section 412 of the U.S. Code in respect of any Plan; or
   
(ii) failed to make any contribution or payment to any Single Employer Plan or Multi- employer Plan, or made any amendment to any Plan, and no other event, transaction or condition has occurred which has resulted or would result in the imposition of a lien or the posting of a bond or other security under ERISA or the U.S. Code; or
   
(iii) incurred any material, actual liability under Title I or Title IV of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA,
 
if such seeking, failure or incurrence would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
 
15.12

Times for making representations and warranties

   
(a) The representations and warranties set out in this Clause 15 (excluding Clause 15.10 (Investment Company) and Clause 15.11 (ERISA)):
   
(i) are made by Vodafone on the Signing Date and, in the case of an Obligor which becomes a Party after the Signing Date, will be deemed to be made by that Obligor on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement; and
   
(ii) are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing.
   
(b) The representation and warranties set out in Clause 15.10 (Investment Company) and 15.11 (ERISA):
   
(i) are made by Vodafone on the date on which the first U.S. Obligor executes a Borrower Accession Agreement or a Guarantor Accession Agreement as the case may be;
   
(ii) are deemed to be made by each Obligor which becomes a party after the Signing Date on the date it executes a Borrower Accession Agreement or Guarantor Accession Agreement, provided that there is a U.S. Obligor;
   
(iii) are deemed to be made again by each Obligor on the date of each Request and on each Drawdown Date with reference to the facts and circumstances then existing, provided that there is a U.S. Obligor.
   
16. UNDERTAKINGS
   
16.1 Duration
 
The undertakings in this Clause 16 will remain in force from the Signing Date for so long as any amount is or may be outstanding under this Agreement or any Commitment is in force.

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16.2 Financial information
 
Vodafone shall supply to the Agent in sufficient copies for all the Lenders:
   
(a) as soon as the same are publicly available (and in any event within 180 days of the end of each of its financial years):
   
(i) the audited consolidated financial statements of the Consolidated Group for that financial year; and
   
(ii) (if published) each other Obligor’s audited statutory accounts for that financial year, consolidated if that Obligor has Subsidiaries and consolidated accounts are prepared and published;
   
(b) as soon as the same are publicly available (and in any event within 90 days of the end of the first half-year of each of its financial years) the interim unaudited financial statements of the Consolidated Group for that half-year;
   
(c) together with any accounts specified in paragraph (a)(i) or (b) above a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, establishing (in reasonable detail) compliance with Clauses 16.8 (Priority borrowing) and 17 (Financial covenant) as at the date to which those accounts were drawn up and identifying the Principal Subsidiaries and the operating Subsidiaries which are Controlled Subsidiaries; and
   
(d) if, after the date of the most recent certificate delivered pursuant to paragraph (c) above and prior to the date that the next certificate is required to be delivered, a Principal Subsidiary ceases to be Principal Subsidiary as a result of (a) a sale or transfer to or a merger into or with an entity which is not a member of the Restricted Group or (b) the acquisition of a new Principal Subsidiary, a certificate signed by Vodafone’s financial director (or following a Hive Up, NewTopco’s financial director), or in his absence any other director of Vodafone or NewTopco, as the case may be, which identifies the Principal Subsidiary which has ceased to be a Principal Subsidiary and the new Principal Subsidiary.
   
16.3 Information - miscellaneous
 
Vodafone shall supply to the Agent:
   
(a) all documents despatched by the ultimate Holding Company of the Controlled Group to its shareholders (or any class of them) or by Vodafone or such ultimate Holding Company to the creditors of the Controlled Group generally (or any class of them) at the same time as they are despatched; and
   
(b) as soon as reasonably practicable, such further publicly available information (including that required to comply with "know your customer" or similar identification procedures) in the possession or control of any member of the Controlled Group regarding the business, financial or corporate affairs of the Controlled Group, as the Agent may reasonably request,
 
in sufficient copies for all the Lenders, if the Agent so requests.

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16.4 Notification of Default
 
Vodafone shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of it.
   
16.5 Authorisations
 
Each Obligor shall promptly:
   
(a) obtain, maintain and comply in all material respects with the terms of; and
   
(b) if requested, supply certified copies to the Agent of,
 
any authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, any Finance Document.
   
16.6 Pari passu ranking
 
Each Obligor will procure that its obligations under the Finance Documents do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations (save for those obligations mandatorily preferred by applicable law).
   
16.7 Negative pledge
 
No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, create or permit to subsist any Security Interest on or over any of its assets except for any Permitted Security Interest.
   
16.8 Priority borrowing
 
Each Obligor will procure that none of its Subsidiaries (which is a member of the Restricted Group and which is not a Guarantor) will create, assume, incur, guarantee, permit to subsist or otherwise be liable in respect of any Financial Indebtedness owed to persons outside the Restricted Group except for:
   
(a) Financial Indebtedness of any Subsidiary which became a member of the Restricted Group after 1 May 2005 (unless it became a member of the Restricted Group due to the expansion of the definition of Core Jurisdiction to include members of the European Union after 1 May 2005) provided that:
   
(i) any such Financial Indebtedness is either (A) outstanding before that Subsidiary becomes a member of the Restricted Group and was not created in contemplation of that Subsidiary becoming a member of the Restricted Group and/or (B) drawn at any time under commitments in existence before that Subsidiary becomes a member of the Restricted Group (“ Existing Commitment ”) and that commitment was not created in contemplation of that Subsidiary becoming a member of the Restricted Group and/or (C) drawn at any time under commitments (“ New Commitments ”) which have refinanced Existing Commitments in whole or in part, to the extent that any such New Commitments do not exceed the Existing Commitments, and provided that to the extent that any New Commitment is to be guaranteed by an Obligor, the obligors under the New Commitments will have validly and legally acceded as Additional Guarantors in accordance with Clause 26.5(a) and (b) (Additional Guarantors) prior to any Obligor providing a guarantee of the New Commitments; and

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(ii) to the extent that the aggregate principal amount of such Financial Indebtedness exceeds the amounts calculated under paragraph 16.8(a)(i) above upon that Subsidiary becoming a member of the Restricted Group (measured in the same currency), the excess amount of such Financial Indebtedness shall not fall within this paragraph (a); or
     
  (b) Financial Indebtedness under finance or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) to the extent matched as part of those arrangements by deposits of cash or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by Moody’s or A by Fitch which are treated by the creditor concerned as available to reduce its net exposure; or
     
  (c) Financial Indebtedness which is created with the prior written consent of the Majority Lenders; or
     
  (d) Financial Indebtedness to the extent matched by cash balances or cash equivalent investments (including, but not limited to securities issued by G7 governments) or other securities rated at least A by S&P or A2 by Moody’s or A by Fitch, held by members of the Restricted Group which are treated as available for netting by the creditors to whom that Financial Indebtedness is owed under cash management or netting arrangements in the ordinary course of business; or
     
  (e) Financial Indebtedness under any finance lease or structured tax lease arrangements (including, but not limited to qualifying technological equipment leases) entered into in respect of assets which were or are acquired or become part of the Restricted Group after 31 March 2001; or
     
  (f) Financial Indebtedness under or in connection with any other finance lease entered into in respect of existing assets or future assets (to the extent they are subject to Security Interests contemplated under paragraph (j) of the definition of Permitted Security Interests); or
     
  (g) Financial Indebtedness under Back to Back Loans; or
     
  (h) Financial Indebtedness of any member of the Controlled Group which operates as a finance company to the extent that any such Financial Indebtedness is on-lent to an Obligor or to a member of the Controlled Group outside the Restricted Group; or
     
  (i) Financial Indebtedness in relation to bonds and preference shares as set out in Schedule 8 (Fixed Rate Bonds and Preference Shares); or
     
  (j) Financial Indebtedness that has been defeased to the extent that it is subject to Security Interests contemplated under paragraph (u) of Permitted Security Interests; or
     
  (k) Financial Indebtedness incurred solely in contemplation of an initial public offering or other disposal of the companies or partnerships incurring such Financial Indebtedness, to the extent that i) the aggregate principal amount of such Financial Indebtedness does not exceed U.S.$5,000,000,000 (or its equivalent in other currencies) whilst such Financial Indebtedness is owed by a member of the Restricted Group; and ii) the creditors in respect of such Financial Indebtedness have recourse for no more than ninety days to any member of the Controlled Group which is or whose assets are not intended to be subject to the initial public offering or disposal; or

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  (l) Project Finance Indebtedness; or
     
  (m) Financial Indebtedness owed to persons outside the Restricted Group under guarantees or other legally binding assurances against financial loss granted by Vodafone Deutschland GmbH or any of its Subsidiaries in respect of any asset, undertaking or business not forming part of the mobile or wireless telecommunications business of the Restricted Group; or
     
  (n) Financial Indebtedness under this Agreement; or
     
  (o) any liability of a Subsidiary in respect of Financial Indebtedness incurred in connection with the Verizon Wireless partnership provided that:
   
(i) that Subsidiary has no assets other than (1) its interests in or derived from the Verizon Wireless partnership and (2) other assets with an aggregate market value not exceeding U.S.$3,000,000,000 at any time and (3) other assets with an aggregate market value not exceeding U.S.$4,500,000,000 at any time provided that if such assets are lent within the Restricted Group they are only lent to an Obligor; and
   
(ii) the person or persons to whom such Financial Indebtedness is or may be owed has or have no recourse whatsoever to any member of the Group for any payment or repayment in respect of such Financial Indebtedness (other than to that Subsidiary); or
     
  (p) other Financial Indebtedness to the extent that the sum of:
   
(i) the aggregate unpaid principal amount of the Financial Indebtedness of all the members of the Restricted Group which are not Guarantors and owed to persons outside the Restricted Group (other than Financial Indebtedness under paragraphs (a) to (o) above inclusive); plus
   
(ii) the aggregate unpaid principal amount of Financial Indebtedness secured by Security Interests referred to in paragraph (v) of the definition of Permitted Security Interest (to the extent not falling within (i) above),
 
does not exceed £1,750,000,000 or its equivalent.
 
 

Compliance with this Clause 16.8 will be tested on the last day of each financial half year. For the purposes of paragraph (p) above, Financial Indebtedness of the Restricted Group not denominated in (or which has not been swapped into) Sterling shall be notionally converted (from the currency in which it is denominated or, as the case may be, into which it has been swapped) to Sterling at the rate of exchange used in the management accounts of the relevant Obligor for that relevant financial quarter.

 
16.9 Disposals
 
  No Obligor will, and each Obligor will procure that none of its Subsidiaries which is a member of the Restricted Group will, either in a single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily, make any Asset Disposals other than:

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  (a) Asset Disposals:
   
(i) on arm's length terms which are, in the opinion of an Obligor, at fair market value; or
   
(ii) required by law or any governmental authority or agency (including without limitation any authority or agency of the European Union); or
   
(iii) made in good faith for the purpose of carrying on the business of the Controlled Group which it is reasonable to believe will benefit the Controlled Group; and
     
  (b) a transfer of all or any part of the assets of the Controlled Group to NewTopco and/or any Intermediate Holding Company of Vodafone.
     
16.10 Restriction on Acquisitions
     
  Vodafone will not, and will procure that no member of the Controlled Group will, make any Acquisition unless the major part of the Controlled Group's business remains telecommunications, data communications and associated businesses.
     
17. FINANCIAL COVENANT
     
17.1 Financial ratio
     
(a) Vodafone will, subject to sub-clause (c) below, procure that for each Ratio Period the ratio of Net Debt of the Consolidated Group to two times Adjusted Group Operating Cash Flow for such Ratio Period will not exceed 3.75:1.
   
(b) If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.25:1 Vodafone will re-calculate the financial ratio for such Ratio Period substituting the words “Controlled Group” for the words “Consolidated Group” in Clause 17.1(a) (Financial ratio) and in every definition used to make such calculation and provide the results of such calculation to the Agent, with sufficient copies for each Lender, for their information only.
   
(c) If the ratio in Clause 17.1(a) (Financial ratio) exceeds 3.75:1, but the ratio in Clause 17.1(b) does not exceed 3.75:1, Vodafone will not be in breach of Clause 17.1(a) (Financial ratio).
   
(d) Any calculation made in accordance with Clause 17.1(b) (Financial ratio) will be accompanied by a statement from Vodafone, or following a Hive Up, NewTopco containing or appending a reconciliation of the differences between the tests and ratios under Clause 17.1(a) and Clause 17.1(b).
   
17.2 Calculation times and periods
   
(a) The first test date for the financial ratio specified in Clause 17.1 (Financial ratio) will occur on 30 September 2005.
   
(b) Each subsequent test date will be on the last day of each financial half year and year of Vodafone or, following a Hive Up, NewTopco. The financial ratio will be calculated using data for the period (each a " Ratio Period ”) ending on each test date and beginning 6 months before the relevant test date.

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17.3 Information sources
     
(a) Subject to adjustments that may be required by the operation of definitions in Clause 17.1 (Financial ratio),all information for calculation of the financial ratios set out in Clause 17.1(a) (Financial ratio), Clause 17.1(b) (Financial ratio) and Clause 18.5 (Cross default) will be extracted from figures denominated in the base currency (as defined in paragraph (c) below) used in the preparation of and extracted from:
     
  (i) the unaudited consolidated interim financial statements of Vodafone, or following a Hive Up, NewTopco;
     
  (ii) the consolidated annual financial statements of Vodafone, or following a Hive Up, NewTopco; or
     
  (iii) Vodafone's, or following a Hive Up, NewTopco's consolidated management accounts,
     
  as the case may be, which in respect of (i) and (ii) were delivered to the Agent under sub-clauses 16.2(a)(i) and (b) of Clause 16.2 (Financial information).
     
(b) Information from Vodafone's, or following a Hive Up, NewTopco's consolidated management accounts will be disclosed only when the relevant interim or annual financial statements and compliance certificates are delivered to the Agent or as required in connection with Clause 18.5(a)(iii) (Cross Default).
     
(c) Any amount outstanding in a currency other than the currency used in the latest consolidated published financial statements (the “ base currency ”) is to be taken into account at the base currency equivalent of that amount calculated at the rate used in the latest consolidated financial statements delivered to the Agent under Clause 16.2 (Financial information) or the latest consolidated management accounts, as appropriate.
     
17.4 Know Your Customer
     
  Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
     
18. DEFAULT
     
18.1 Events of Default
     
  Each of the events set out in Clauses 18.2 (Non-payment) to 18.15 (2009 Facility) (inclusive) is an Event of Default (whether or not caused by any reason whatsoever outside the control of any Obligor or any other person).

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18.2 Non-payment
           
(a) An Obligor does not pay within four Business Days of the due date any amount payable by it under the Finance Documents at the place at, and in the currency in, which it is expressed to be payable unless:
           
(b) its failure to pay is caused by:
           
  (i) administrative or technical error and payment is made within a further two Business Days after the expiry of the grace period in sub-clause (a) above; or
           
  (ii) a Disruption Event and payment is made within a further four Business Days after the expiry of the grace period in sub-clause (a) above.
           
18.3 Breach of other obligations
           
(a) Vodafone does not comply with Clause 17 (Financial covenant).
           
(b) An Obligor does not comply with any provision of the Finance Documents (other than those referred to in paragraph (a) above or in Clause 18.2 (Non-payment)) and such failure (if capable of remedy before the expiry of such period) continues unremedied for a period of 21 days from the earlier of the date on which i) such Obligor has become aware of the failure to comply or ii) the Agent gives notice to Vodafone requiring the same to be remedied.
           
18.4 Misrepresentation
           
  A representation or warranty made or repeated by any Obligor in any Finance Document is found to be untrue in any respect material in the context of performance of the Finance Documents when made or deemed to have been made.
           
18.5 Cross default
           
(a) i) Any Financial Indebtedness of any Obligor is:
           
    (A) not paid when due or within any originally applicable grace period; or
           
    (B) declared due, or is capable of being declared due, prior to its specified maturity as a result of an event of default (howsoever described) except this paragraph (B) does not apply to:
           
      (1) Financial Indebtedness quoted or listed on a stock exchange; or
           
      (2) Financial Indebtedness of an Obligor arising solely under paragraph (f) of the definition of Financial Indebtedness in Clause 1.1 (Definitions) save where:
           
        (X) such Financial Indebtedness is incurred by an Obligor under the 2009 Facility; and
           
        (Y) the Guarantors under this Agreement are also Guarantors under and as defined in the 2009 Facility and all of the Borrowers under this Agreement and under (and as defined in) the 2009 Facility are not the same; or

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(ii) any Financial Indebtedness constituted by debt securities quoted or listed on a stock exchange (excluding convertible debt securities) issued by Vodafone Americas Inc. or Vodafone Finance BV or Vodafone Holdings K.K. (but in each case only for so long as the creditors of those debt securities have recourse to a member of the Group in respect of those debt securities) is:
   
(A) not paid when due or within any originally applicable grace period; or
   
(B) declared due prior to its specified maturity as a result of failure to pay principal or interest thereunder; or
   
(iii) any Financial Indebtedness of any Principal Subsidiary excluding any Financial Indebtedness set out in paragraph 18.5(a)(ii) above is:
   
(A) not paid when due or within any originally applicable grace period; or
   
(B) declared due prior to its specified maturity as a result of an event of default (howsoever described) and is not paid within three Business Days of being declared due,
 
except this paragraph (iii) only applies if the ratio calculated in accordance with Clause 17.1(a) for the most recent Ratio Period is greater than 3.25:1.
   
(b) Paragraph (a) above does not apply:
   
(i) to Project Finance Indebtedness; or
   
(ii) to Financial Indebtedness which in aggregate is less than £100,000,000 (or equivalent currency); or
   
(iii) where the payment or occurrence of the event concerned is being contested in good faith; or
   
(iv) where the default is under a bond and is capable of waiver without bondholder consent; or
   
(v) to Financial Indebtedness owed to a member of the Restricted Group.
   
18.6 Winding up
   
An order is made or an effective resolution is passed for winding up any Obligor or any Principal Subsidiary (except for the purposes of a reconstruction or amalgamation on terms previously approved in writing by the Majority Lenders) or a petition is presented (which is not set aside or withdrawn within the earlier of 30 days of its presentation or by not later than the date for the hearing of such petition) for an administration order or for the winding up of any Obligor or any Principal Subsidiary except where demonstrated to the reasonable satisfaction of the Majority Lenders that any such petition is being contested in good faith.
   
18.7 Insolvency process
   
(a) A liquidator, administrator, receiver, trustee, sequestrator or similar officer is appointed in respect of all or any part of the assets of any Obligor or any Principal Subsidiary which generates a material part of the revenues of that Obligor or that Principal Subsidiary; or

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(b) any Obligor or any Principal Subsidiary, by reason of financial difficulties, enters into a composition, assignment or arrangement with any class of its creditors.
     
18.8 Enforcement proceedings
 
A distress, execution, attachment or other legal process is levied, enforced or sued out upon or against all or any part of the assets of any Obligor or any Principal Subsidiary which generates a material part of the revenues of that Obligor or that Principal Subsidiary except where the same is being contested in good faith or is removed, discharged or paid within 30 days.
     
18.9 Insolvency
 
Any Obligor or any Principal Subsidiary is deemed under Section 123(1)(e) or 123(2) of the Insolvency Act 1986 to be unable to pay its debts.
     
18.10 Similar proceedings
 
Anything having a substantially similar effect to any of the events specified in Clauses 18.6 (Winding up) to 18.9 (Insolvency) inclusive shall occur under the laws of any applicable jurisdiction in relation to any Obligor or any Principal Subsidiary.
     
18.11 Unlawfulness
 
It is or becomes unlawful for any Obligor to perform any of its payment or other material obligations under the Finance Documents.
     
18.12 Guarantee
 
The guarantee of any Guarantor under Clause 14 (Guarantee) is not effective or is alleged by an Obligor to be ineffective for any reason (other than by reason of written release or waiver by the Finance Parties or in accordance with Clause 14.9 (Removal of Guarantors)).
     
18.13 Cessation of business
 
Any Obligor or any Principal Subsidiary ceases to carry on all or substantially all of its business otherwise than:
 
(a) as a result of a transfer of all or any part of its business to a member of the Restricted
Group or
 
(b) as a result of a disposal permitted under Clause 16.9 (Disposals); or
 
(c) with the prior written consent of the Majority Lenders.
     
18.14 Litigation
 
Any litigation proceedings are current which are reasonably likely to be adversely determined and which would have a material adverse effect on the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents.
     
18.15 2009 Facility
   
  (a) Any Event of Default (as defined in the 2009 Facility) has occurred and is continuing.

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(b) Paragraph (a) shall only apply where the Guarantors under this Agreement are not Guarantors (under and as defined in the 2009 Facility) under the 2009 Facility.
     
18.16 Acceleration
     
  On and at any time after the occurrence of an Event of Default while such event is continuing the Agent may, and if so directed by the Majority Lenders, will by notice to Vodafone, declare that an Event of Default has occurred and:
     
  (a) cancel the Total Commitments; and/or
     
  (b) demand that all the Advances, together with accrued interest, and all other amounts accrued under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or
     
  (c) demand that all the Advances be payable on demand, whereupon they shall immediately become payable on demand.
     
19. THE AGENTS AND THE ARRANGERS
     
19.1 Appointment and duties of the Agents
     
  Each Finance Party (other than the Agent) irrevocably appoints the Agent to act as its agent under and in connection with the Finance Documents and each Swingline Lender appoints the U.S. Swingline Agent to act as its agent in relation to the Swingline Facility, and each Finance Party irrevocably authorises the Agent or, as the case may be, the U.S. Swingline Agent on its behalf to perform the duties and to exercise the rights, powers and discretions that are specifically delegated to it under or in connection with the Finance Documents, together with any other incidental rights, powers and discretions. The Agent or, as the case may be, the U.S. Swingline Agent shall have only those duties which are expressly specified in this Agreement. Those duties are solely of a mechanical and administrative nature.
     
19.2 Role of the Arrangers
     
  Except as otherwise provided in this Agreement, no Arranger has any obligations of any kind to any other Party under or in connection with any Finance Document.
     
19.3 Relationship
     
  The relationship between the Agent or, as the case may be, the U.S. Swingline Agent and the other Finance Parties is that of agent and principal only. Nothing in this Agreement constitutes the Agent or, as the case may be, the U.S. Swingline Agent as trustee or fiduciary for any other Party or any other person and the Agent or, as the case may be, the U.S. Swingline Agent need not hold in trust any moneys paid to it for a Party or be liable to account for interest on those moneys.
     
19.4 Majority Lenders’ directions
     
(a) The Agent or, as the case may be, the U.S. Swingline Agent will be fully protected if it acts in accordance with the instructions of the Majority Lenders in connection with the exercise of any right, power or discretion or any matter not expressly provided for in the Finance Documents. Any such instructions given by the Majority Lenders will be binding on all the Lenders. In the absence of such instructions the Agent or, as the case may be, the U.S. Swingline Agent may act as it considers to be in the best interests of all the Lenders.

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(b) Neither the Agent nor the U.S. Swingline Agent is authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.
     
19.5 Delegation
     
  The Agent or, as the case may be, the U.S. Swingline Agent may act under the Finance Documents through its personnel and agents.
     
19.6 Responsibility for documentation
     
  Neither the Agent, the U.S. Swingline Agent nor any Arranger is responsible to any other Party for:
     
  (a) the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document by any other Party; or
     
  (b) the collectability of amounts payable under any Finance Document; or
     
  (c) the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document by any other Party.
     
19.7 Default
     
(a)

The Agent or, as the case may be, the U.S. Swingline Agent is not obliged to monitor or enquire as to whether or not a Default has occurred. Neither the Agent nor the U.S. Swingline Agent will be deemed to have knowledge of the occurrence of a Default. However, if the Agent or, as the case may be, the U.S. Swingline Agent receives notice from a Party referring to this Agreement, describing the Default and stating that the event is a Default, it shall promptly notify the Lenders of such notice.

     
(b) The Agent or, as the case may be, the U.S. Swingline Agent may require the receipt of security satisfactory to it whether by way of payment in advance or otherwise, against any liability or loss which it will or may incur in taking any proceedings or action arising out of or in connection with any Finance Document before it commences these proceedings or takes that action.
     
19.8 Exoneration
     
(a) Without limiting paragraph (b) below, the Agent or, as the case may be, the U.S. Swingline Agent will not be liable to any other Party for any action taken or not taken by it under or in connection with any Finance Document, unless directly caused by its negligence or wilful misconduct or breach of any of its obligations under or in connection with the Finance Documents.
     
(b) No Party may take any proceedings against any officer, employee or agent being an individual of the Agent or, as the case may be, the U.S. Swingline Agent in respect of any claim it might have against the Agent or, as the case may be, the U.S. Swingline Agent or in respect of any act or omission of any kind (including negligence or wilful misconduct) by that officer, employee or agent in relation to any Finance Document.
     
(c) Any officer, employee or agent being an individual of the Agent, or as the case may be, the U.S. Swingline Agent may rely on paragraph (b) above and enforce its terms under the Contract (Rights of Third Parties) Act 1999.

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(d) Nothing in this Agreement shall oblige the Agent or an Arranger to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and an Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or an Arranger.
     
19.9 Reliance
     
  The Agent or, as the case may be, the U.S. Swingline Agent may:
     
  (a) rely on any notice or document reasonably believed by it to be genuine and correct and to have been signed by, or with the authority of, the proper person;
     
  (b) rely on any statement made by a director or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify; and
     
  (c) engage, pay for and rely on legal or other professional advisers selected by it (including those in the Agent's or, as the case may be, the U.S. Swingline Agent's employment and those representing a Party other than the Agent or, as the case may be, the U.S. Swingline Agent).
     
19.10   Credit approval and appraisal
     
  Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms that it:
     
  (a) has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Agent, the U.S. Swingline Agent or the Arrangers in connection with any Finance Document; and
     
  (b) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
     
19.11 Information
     
(a) The Agent or, as the case may be, the U.S. Swingline Agent shall promptly forward to the person concerned the original or a copy of any document which is delivered to the Agent or, as the case may be, the U.S. Swingline Agent by a Party for that person.
     
(b) The Agent shall promptly supply a Lender with a copy of each document received by the Agent under Clauses 4 (Conditions precedent), 26.5 (Additional Guarantors) or 26.6 (Additional Borrowers) upon the request and at the expense of that Lender.
     
(c) Except where this Agreement specifically provides otherwise, the Agent or, as the case may be, the U.S. Swingline Agent is not obliged to review or check the accuracy or completeness of any document it forwards to another Party.
     
(d) Except as provided above, the Agent or, as the case may be, the U.S. Swingline Agent has no duty:

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  (i) either initially or on a continuing basis to provide any Lender with any credit or other information concerning the financial condition or affairs of any Obligor or any related entity of any Obligor whether coming into its possession or that of any of its related entities before, on or after the Signing Date; or
     
  (ii) unless specifically requested to do so by a Lender in accordance with this Agreement, to request any certificates or other documents from any Obligor.
     
19.12 The Agent, the U.S. Swingline Agent and the Arrangers individually
     
(a) If it is also a Lender, each of the Agent, the U.S. Swingline Agent and the Arrangers has the same rights and powers under this Agreement as any other Lender and may exercise those rights and powers as though it were not the Agent, the U.S. Swingline Agent or an Arranger.
     
(b) Each of the Agent, the U.S. Swingline Agent and the Arrangers may:
     
  (i) carry on any business with an Obligor or its related entities;
     
  (ii)   act as agent or trustee for, or in relation to any financing involving, an Obligor or its related entities; and
     
  (iii)     retain any profits or remuneration in connection with its activities under the Finance Documents, or in relation to any of the foregoing.
     
19.13 Indemnities
     
(a)   Without limiting the liability of any Obligor under the Finance Documents, each Lender shall forthwith on demand indemnify the Agent or, as the case may be, the U.S. Swingline Agent for its proportion of any liability or loss incurred by the Agent or, as the case may be, the U.S. Swingline Agent in any way relating to or arising out of its acting as the Agent or, as the case may be, the U.S. Swingline Agent, except to the extent that the liability or loss arises directly from the Agent's or, as the case may be, the U.S. Swingline Agent's negligence or wilful misconduct.
     
(b) A Lender’s proportion of the liability or loss set out in paragraph (a) above is the proportion which its Commitment bears to the Total Commitments at the date of demand or, if the Total Commitments have been cancelled, bore to the Total Commitments immediately before being cancelled.
     
19.14 Compliance
     
(a) The Agent or, as the case may be, the U.S. Swingline Agent, may refrain from doing anything which might, in its reasonable opinion, constitute a breach of any law or regulation or be otherwise actionable at the suit of any person, and may do anything which, in its reasonable opinion, is necessary or desirable to comply with any law or regulation of any jurisdiction.
     
(b) Without limiting paragraph (a) above, the Agent or, as the case may be, the U.S. Swingline Agent, need not disclose any information relating to any Obligor or any of its related entities if the disclosure might, in the opinion of the Agent or, as the case may be, the U.S. Swingline Agent, constitute a breach of any law or regulation or any duty of secrecy or confidentiality or be otherwise actionable at the suit of any person.

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19.15 Resignation of the Agent or the U.S. Swingline Agent
   
(a) Notwithstanding its irrevocable appointment, the Agent or, as the case may be, the U.S. Swingline Agent, may resign by giving notice to the Lenders and Vodafone, in which case the Agent or, as the case may be, the U.S. Swingline Agent, may forthwith appoint one of its Affiliates as successor Agent or, failing that, the Majority Lenders may after consultation with Vodafone appoint a reputable and experienced bank as successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(b) If the appointment of a successor Agent or, as the case may be, successor U.S. Swingline Agent is to be made by the Majority Lenders but they have not, within 30 days after notice of resignation, appointed a successor Agent or, as the case may be, successor U.S. Swingline Agent which accepts the appointment, the retiring Agent or, as the case may be, the retiring U.S. Swingline Agent may, following consultation with Vodafone, appoint a successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(c) The resignation of the retiring Agent or, as the case may be, retiring U.S. Swingline Agent and the appointment of any successor Agent or, as the case may be, successor U.S. Swingline Agent will both become effective only upon the successor Agent or, as the case may be, successor U.S. Swingline Agent notifying all the Parties that it accepts the appointment. On giving the notification and receiving such approval, the successor Agent or, as the case may be, successor U.S. Swingline Agent will succeed to the position of the retiring Agent or, as the case may be, retiring U.S. Swingline Agent and the term “ Agent ” or, as the case may be, “ U.S. Swingline Agent ” will mean the successor Agent or, as the case may be, successor U.S. Swingline Agent.
   
(d) The retiring Agent or, as the case may be, retiring U.S. Swingline Agent shall, at its own cost, make available to the successor Agent or, as the case may be, successor U.S. Swingline Agent such documents and records and provide such assistance as the successor Agent or, as the case may be, successor U.S. Swingline Agent may reasonably request for the purposes of performing its functions as the Agent or, as the case may be, the U.S. Swingline Agent under this Agreement.
   
(e) Upon its resignation becoming effective, this Clause 19 shall continue to benefit the retiring Agent or, as the case may be, retiring U.S. Swingline Agent in respect of any action taken or not taken by it under or in connection with the Finance Documents while it was the Agent or, as the case may be, the U.S. Swingline Agent, and, subject to paragraph (d) above, it shall have no further obligation under any Finance Document.
   
(f) The Majority Lenders may by notice to the Agent or, as the case may be, the U.S. Swingline Agent, require it to resign in accordance with paragraph (a) above. In this event, the Agent or, as the case may be, the U.S. Swingline Agent shall resign in accordance with paragraph (a) above but it shall not be entitled to appoint one of its Affiliates as successor Agent or successor U.S. Swingline Agent.
   
19.16 Lenders
   
  The Agent or, as the case may be, the U.S. Swingline Agent may treat each Lender as a Lender, entitled to payments under this Agreement and as acting through its Facility Office(s) until it has received notice from the Lender to the contrary by not less than five Business Days prior to the relevant payment.

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19.17 Chinese wall
 
In acting as Agent, U.S. Swingline Agent or Arranger, the agency and syndications division of each of the Agent, the U.S. Swingline Agent and each Arranger shall be treated as a separate entity from its other divisions and departments. Any information acquired at any time by the Agent, the U.S. Swingline Agent or any Arranger otherwise than in the capacity of Agent, U.S. Swingline Agent or Arranger through its agency and syndications division (whether as financial advisor to any member of the Group or otherwise) may be treated as confidential by the Agent, U.S. Swingline Agent or Arranger and shall not be deemed to be information possessed by the Agent, U.S. Swingline Agent or Arranger in their capacity as such. Each Finance Party acknowledges that the Agent, the U.S. Swingline Agent and the Arrangers may, now or in the future, be in possession of, or provided with, information relating to the Obligors which has not or will not be provided to the other Finance Parties. Each Finance Party agrees that, except as expressly provided in this Agreement, none of the Agent, U.S. Swingline Agent or any Arranger will be under any obligation to provide, or under any liability for failure to provide, any such information to the other Finance Parties.
   
20. FEES
   
20.1 Commitment fee
   
(a) Vodafone shall pay to the Agent for distribution to each Lender pro rata to the proportion its Revolving Credit Commitment bears to the Total Commitments from time to time a commitment fee of 0.04 per cent per annum on any undrawn, uncancelled amount of the Total Commitments on each day.
   
(b) Commitment fee is calculated and accrues on a daily basis on and from the Signing Date and is payable quarterly in arrear. Accrued and unpaid commitment fee is also payable to the Agent for the relevant Lender(s) on any amount of its Revolving Credit Commitment, which is cancelled voluntarily by the Borrower at the time the cancellation takes effect (but only in respect of the period up to the date of cancellation).
   
20.2 Agent’s fee
 
Vodafone shall pay to the Agent for its own account an agency fee in the amounts and on the dates agreed in the relevant Fee Letter.
   
20.3 Front-end fees
   
(a) Vodafone shall pay to the Agent for the Original Lenders as at the Signing Date a front-end fee in the amount and on the date specified in the relevant Fee Letter.
   
(b) If so agreed between Vodafone and an Additional Lender, Vodafone shall pay to such Additional Lender a front-end fee in the amounts and on the dates specified in the relevant Fee Letter.
   
20.4 VAT
 
Any fee referred to in this Clause 20 is exclusive of any United Kingdom value added tax. If any value added tax is so chargeable, it shall be paid by Vodafone at the same time as it pays the relevant fee.

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21. EXPENSES
   
21.1 Initial and special costs
 
Vodafone shall forthwith on demand pay the Agent, the U.S. Swingline Agent and the Arrangers the amount of all out-of-pocket costs and expenses (including but not limited to legal fees up to an amount agreed, in the case of (a)(i) below, with the Arrangers) reasonably incurred by any of them in connection with:
   
(a) the negotiation, preparation, printing and execution of:
   
(i) this Agreement and any other documents referred to in this Agreement; and
   
(ii) any other Finance Document (other than a Novation Certificate) executed after the Signing Date;
   
(b) any amendment, waiver, consent or suspension of rights (or any proposal for any of the foregoing) requested by or on behalf of an Obligor and relating to a Finance Document or a document referred to in any Finance Document or any amendment to this Agreement to reflect a change in currency of a country pursuant to Clause 9.4(b)(iii) (Currency); and
   
(c) any other agency matter not of an ordinary administrative nature, arising out of or in connection with a Finance Document in the amount agreed between the Agent and Vodafone at the relevant time.
   
21.2 Enforcement costs
 
Vodafone shall within five Business Days of receiving written demand pay to each Finance Party the amount of all costs and expenses (including but not limited to legal fees) incurred (or in the case of (b) below reasonably incurred) by it:
   
(a) in connection with the enforcement of any Finance Document; or
   
(b) in connection with the preservation of any rights under any Finance Document.
   
22. STAMP DUTIES
 
Vodafone shall pay and within five Business Days of receiving written demand indemnify each Finance Party against any liability it incurs in respect of any stamp, registration or similar tax which is or becomes payable in any jurisdiction in or through which any payment under the Finance Documents is made or any Obligor is incorporated or has any assets in connection with the entry into, performance or enforcement of any Finance Document.
   
23. INDEMNITIES
   
23.1 Currency indemnity
   
(a) If a Finance Party receives an amount in respect of an Obligor’s liability under the Finance Documents or if that liability is converted into a claim, proof, judgment or order in a currency other than the currency (the Contractual Currency ) in which the amount is expressed to be payable under the relevant Finance Document:

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  (i) that Obligor shall indemnify that Finance Party as an independent obligation against any loss or liability arising out of or as a result of the conversion;
     
  (ii) if the amount received by that Finance Party, when converted into the Contractual Currency at a market rate in the usual course of its business, is less than the amount owed in the Contractual Currency, the Obligor concerned shall forthwith on demand pay to that Finance Party an amount in the Contractual Currency equal to the deficit (provided that if the amount received by the Finance Party following such conversion is greater than the amount owed, the Finance Party shall pay to such Obligor an amount equal to the excess); and
     
  (iii) the Obligor shall pay to the Finance Party concerned on demand any exchange costs and taxes payable in connection with any such conversion.
   
(b) Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.
   
23.2 Other indemnities
 
Vodafone shall forthwith on demand indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of:
   
(a) the occurrence of any Default; or
   
(b) the operation of Clause 18.16 (Acceleration); or
   
(c) any payment of principal or an Overdue Amount being received from any source otherwise than in the case of Revolving Credit Advances or Swingline Advances on its Maturity Date (and, for the purposes of this paragraph (c), the Maturity Date of an Overdue Amount is the last day of each Designated Term; or
   
(d) a Default or an action or omission by an Obligor resulting in an Advance not being disbursed after a Borrower has delivered a Request for that Advance.
 
Vodafone’s liability in each case includes any loss or expense, (excluding loss of Margin) in respect or on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document, any amount repaid or prepaid or any Advance.
   
23.3 Breakage costs
 
If a Finance Party receives or recovers any payment of principal of an Advance or of an Overdue Amount other than on its Maturity Date or, as the case may be, the last day of the Designated Term for the purposes of calculation of the amount payable by Vodafone under sub-clause (c) of Clause 23.2 (Other indemnities) in respect of the amount so received or recovered, that Finance Party shall calculate:
   
(a) the additional interest (excluding the Margin) which would have been payable on the principal so received or recovered had it been received or recovered on the relevant Maturity Date or, as the case may be, the last day of the Designated Term; and
   
(b) the amount of interest which would have been payable to that Finance Party on the relevant Maturity Date or, as the case may be, the last day of the Designated Term concerned in respect of a deposit by that Finance Party in the currency of the amount received or recovered placed with a prime bank in London earning interest from (and including) the earliest Business Day for placing deposits in such currency following receipt of that amount up to (but excluding) the relevant Maturity Date or, as the case may be, the last day of the applicable Designated Term,
   
and if the amount payable under paragraph (a) above is greater than the amount payable under paragraph (b), Vodafone will, forthwith on receipt of a demand from the relevant Finance Party pursuant to sub-clause (c) of Clause 23.2 (Other indemnities), pay to that Finance Party an amount equal to the difference between the amount payable under (a) and (b) above.

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24. EVIDENCE AND CALCULATIONS
   
24.1 Accounts
 
Accounts maintained by a Finance Party in connection with this Agreement are prima facie evidence of the matters to which they relate (except in a case of manifest error).
   
24.2 Certificates and determinations
 
Any certification or determination by a Finance Party of a rate or amount under this Agreement is, in the absence of manifest error, prima facie evidence of the matters to which it relates.
   
24.3 Calculations
 
Interest and the fees payable under Clause 20.1 (Commitment fee) accrue from day to day and are calculated on the basis of the actual number of days elapsed and a year of 360 days, or, in the case of interest at the Swingline Rate or any interest payable in an amount denominated in Sterling, 365 days.
   
25. AMENDMENTS AND WAIVERS
   
25.1 Procedure
 
(a) Subject to Clause 25.2 (Exceptions) and Clause 25.3 (NewTopco), any term of the Finance Documents may be amended or waived with the agreement of Vodafone and the Majority Lenders. The Agent may effect, on behalf of the Lenders, an amendment to which the Majority Lenders have agreed.
 
(b) The Agent shall promptly notify the other Parties of any amendment or waiver effected under paragraph (a) above, and any such amendment or waiver shall be binding on all the Parties.
   
25.2 Exceptions
 
An amendment or waiver which relates to:
 
  (a) the definition of "Majority Lenders" in Clause 1.1 (Definitions); or
     
  (b) an extension of the date for, or a decrease in an amount or a change in the currency of, any payment under the Finance Documents; or
     
  (c) an increase in or extension of a Lender’s Commitment or a change to the Margin; or
     
  (d) a change in the guarantee under Clause 14 (Guarantee) otherwise than in accordance with Clause 26.5 (Additional Guarantors) or Clause 14.9 (Removal of Guarantors); or

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(e) a term of a Finance Document which expressly requires the consent of each Lender; or
   
(f) Clause 29 (Pro rata Sharing) or this Clause 25; or
   
(g) any Term exceeding six months,
 
may not be effected without the consent of each Lender. Any amendment or waiver which changes, or relates to the rights and/or obligations of the Agent or U.S. Swingline Agent shall also require the Agent’s or the U.S. Swingline Agent’s (as applicable) agreement.
   
25.3 NewTopco
 
Any amendment substituting a reference to Vodafone with a reference to NewTopco:
   
(a) to any procedural or administrative provision of this Agreement; or
   
(b) which puts the Parties in substantially the same position as applied prior to the Hive Up,
 
may be effected by agreement between NewTopco and the Agent.
   
25.4 Waivers and remedies cumulative
 
The rights of each Party under the Finance Documents:
   
(a) may be exercised as often as necessary;
   
(b) are cumulative and not exclusive of its rights under the general law; and
   
(c) may be waived only in writing and specifically.
 
Delay in exercising or non-exercise of any such right is not a waiver of that right.
   
26. CHANGES TO THE PARTIES
   
26.1 Transfers by Obligors
   
(a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement provided that without any further consent from the Lenders or the Agent it may, subject to Clause 26.1(b) below and provided that no Default is continuing or would result from any such transfer, transfer its rights and obligations under this Agreement to NewTopco or any Intermediate Holding Company and NewTopco or the Intermediate Holding Company will execute a document, or documents, in favour of the Lenders in form and substance the same as this Agreement, with references to such Obligor in this Agreement amended to mean NewTopco or such Intermediate Holding Company (as applicable), provided that if such transfer is to an Intermediate Holding Company, the Agent may, within 30 days of receipt of notification of such transfer, require NewTopco to accede as a Guarantor. The Agent shall (and is hereby authorised to) execute on behalf of the Finance Parties any such document or documents executed by NewTopco or the Intermediate Holding Company provided that the conditions set out in this Clause 26.1 are satisfied.

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(b) The transfer of rights and obligations under this Agreement to NewTopco or any Intermediate Holding Company shall not require the consent of the Lenders or the Agent provided that NewTopco or the Intermediate Holding Company, as applicable, is incorporated and tax resident in the United Kingdom or in the United States and prior to such transfer Vodafone provides satisfactory evidence to the Agent that it is tax resident in one of those jurisdictions. The prior written consent of the Majority Lenders shall be required in relation to the transfer of rights and obligations to a NewTopco or an Intermediate Holding Company incorporated elsewhere.
         
26.2 Transfers by Lenders
         
(a) A Lender (the Existing Lender ) may at any time assign, transfer or novate any of its rights and/or obligations under this Agreement to another bank or financial institution (the New Lender ) provided that:
         
  (i) Subject to paragraph (b) below Vodafone (or following a Hive Up NewTopco) has, except in the case of an assignment, transfer or novation to an Affiliate, given its prior written consent (in the case of a transfer to a financial institution, such consent to be in its absolute discretion and, in the case of a transfer to a bank, such consent not to be unreasonably withheld or delayed);
         
  (ii) in the case of a partial assignment, transfer or novation of rights and/or obligations, a minimum amount of U.S.$10,000,000 in aggregate and in multiples of U.S.$1,000,000 (unless to an Affiliate or to a Lender or the Agent agrees otherwise) must be assigned, transferred or novated; and
         
  (iii) in the case of an assignment, transfer or novation by a Swingline Lender, a portion of that Swingline Lender’s Swingline Commitment must also be assigned, transferred or novated to the extent necessary (if at all) to ensure that the Swingline Lender’s Swingline Commitment does not exceed its Commitment after the assignment, transfer or novation.
         
(b) Vodafone must respond to a request for its consent to a transfer made under paragraph (a)(i) above as soon as is reasonably practicable and, in any event, no later than 15 Business Days after the day on which it received the request, or Vodafone will be deemed to have given its consent to the transfer.
         
(c) A transfer of obligations will be effective only if either:
     
  (i) the obligations are novated in accordance with Clause 26.4 (Procedure for novations); or
         
  (ii) the New Lender gives prior written notice to Vodafone and, except in the case of an assignment, transfer or novation to an Affiliate, obtains the consent of Vodafone in accordance with Clause 26.2(a)(i) above and confirms to the Agent and Vodafone that it undertakes to be bound by the terms of this Agreement as a Lender in form and substance satisfactory to the Agent. On the transfer becoming effective in this manner the Existing Lender shall be relieved of its obligations under this Agreement to the extent that they are transferred to the New Lender ; and
         
  (iii) the Agent has performed all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.
         
(d) Nothing in this Agreement restricts the ability of a Lender to sub-contract an obligation if that Lender remains liable under this Agreement for that obligation.

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(e) On each occasion an Existing Lender assigns, transfers or novates any of its rights and/or obligations under this Agreement (other than to an Affiliate), the New Lender shall, on the date the assignment, transfer and/or novation takes effect, pay to the Agent for its own account a fee of £1,000.
         
(f) An Existing Lender is not responsible to a New Lender for:
         
  (i)   the execution, genuineness, validity, enforceability or sufficiency of any Finance Document or any other document; or
         
  (ii) the collectability of amounts payable under any Finance Document; or
         
  (iii) the accuracy of any statements (whether written or oral) made in connection with any Finance Document.
         
(g) Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
         
  (i)     has made its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
     
  (ii) will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under this Agreement or any Commitment is in force.
         
(h) Nothing in any Finance Document obliges an Existing Lender to:
         
  (i) accept a re transfer from a New Lender of any of the rights and/or obligations assigned, transferred or novated under this Clause 26; or
         
  (ii) support any losses incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under this Agreement or otherwise.
         
(i) Any reference in this Agreement to a Lender includes a New Lender but excludes a Lender if no amount is or may be owed to or by it under this Agreement and its Commitment has been cancelled or reduced to nil.
         
(j) If any assignment, transfer or novation results either:
         
  (i) at the time of the assignment, transfer or novation; or
         
  (ii) at any future time where the additional amount was caused as a result of laws and/or regulations in force at the date of the assignment, transfer or novation,
         
  in additional amounts becoming due under Clause 10 (Taxes) or amounts becoming due under Clause 12 (Increased costs), the New Lender shall be entitled to receive such additional amounts only to the extent that the Existing Lender would have been so entitled had there been no such assignment, transfer or novation.
         
26.3 Affiliates of Lenders
         
(a)   Each Lender may fulfil its obligations in respect of any Advance through an Affiliate if:
         

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  (i) the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Novation Certificate in accordance with this Agreement and subject to any consent required under Clause 26.2 (Transfers by Lenders); and
         
  (ii) the Advances in which that Affiliate will participate are specified in this Agreement or in a notice given by that Lender to the Facility Agent.
     
  In this event, the Lender and the Affiliate will participate in Advances in the manner provided for in sub-paragraph (ii) above.
         
(b)   If paragraph (a) above applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be treated as separate Lenders.
         
26.4 Procedure for novations
         
(a) A novation is effected if:
         
  (i) the Existing Lender and the New Lender deliver to the Agent a duly completed certificate (a Novation Certificate ), substantially in the form of Part 1 of Schedule 5, with such amendments as the Agent approves to achieve a substantially similar effect (which may be delivered by fax and confirmed by delivery of a hard copy original but the fax will be effective irrespective of whether confirmation is received); and
         
  (ii) the Agent executes it (as soon as practicable for it to do so).
         
(b) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Agent to execute any duly completed Novation Certificate on its behalf.
         
         
(c) To the extent that they are expressed to be the subject of the novation in the Novation Certificate:
         
  (i) the Existing Lender and the other Parties (the Existing Parties ) will be released from their obligations to each other (the Discharged Obligations );
     
  (ii) the New Lender and the Existing Parties will assume obligations towards each other which differ from the Discharged Obligations only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender;
         
  (iii) the rights of the Existing Lender against the Existing Parties and vice versa (the Discharged Rights ) will be cancelled; and
         
  (iv) the New Lender and the Existing Parties will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the New Lender instead of the Existing Lender,
         
  all on the date of execution of the Novation Certificate by the Agent or, if later, the date specified in the Novation Certificate.
         
(d) If the effective date of a novation is after the date a Request is received by the Agent but before the date the requested Advance is disbursed to the relevant Borrower, the Existing Lender shall be obliged to participate in that Advance in respect of its Discharged Obligations notwithstanding that novation, and the New Lender shall reimburse the Existing Lender for its participation in that Advance and all interest and fees thereon up to the date of reimbursement (in each case to the extent attributable to the Discharged Obligations) within three Business Days of the Drawdown Date of that Advance.

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(e) The Agent shall only be obliged to execute a Novation Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
         
26.5 Additional Guarantors
         
(a) (i) Vodafone will procure that NewTopco and any Intermediate Holding Company of Vodafone will become an Additional Guarantor on or before the Reorganisation Date by executing and delivering the documents set out in paragraph (iii) below on or before the Reorganisation Date.
         
  (ii) Subject to Vodafone’s prior written consent, any other member of the Group may become an Additional Guarantor.
         
  (iii) The relevant company will become an Additional Guarantor upon:
         
    (A) the delivery to the Agent of a Guarantor Accession Agreement duly executed by that company; and
         
    (B) delivery to the Agent of all those other documents listed in Part 2 of Schedule 2, in each case in the agreed form or in such other form and substance satisfactory to the Agent.
         
(b) The execution of a Guarantor Accession Agreement constitutes confirmation by the Additional Guarantor concerned that the representations and warranties set out in Clauses 15.1 (Representations and warranties) to 15.6 (Authorisations) to be made by it on the date of the Guarantor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.
         
26.6 Additional Borrowers
         
(a) (i) Any member of the Restricted Group, or following a Hive Up (and subject to the proviso below), NewTopco or any Intermediate Holding Company incorporated and tax resident in the United Kingdom or in the United States or, subject to the prior written consent of the Majority Lenders, elsewhere which Vodafone nominates may become an Additional Borrower, provided that on or prior to the date on which NewTopco or any Intermediate Holding Company accedes as an Additional Borrower it also accedes as an Additional Guarantor.
     
  (ii) The relevant member of the Restricted Group will become an Additional Borrower upon:
         
    (A) the delivery to the Agent of a Borrower Accession Agreement duly executed by that member of the Restricted Group; and
         
    (B) delivery to the Agent of all those other documents listed in Part 3 of Schedule 2, in each case in the agreed form or in such other form and substance satisfactory to the Agent.

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(b) The execution of a Borrower Accession Agreement constitutes confirmation by the Additional Borrower concerned that the representations and warranties set out in Clauses 15.1 (Representations and warranties) to 15.6 (Authorisations) to be made by it on the date of the Borrower Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.
   
26.7 Removal of Borrowers
         
(a) Any Borrower (other than Vodafone (subject to Clause 26.7(b) below) or, if applicable, NewTopco) which has no liabilities to the Finance Parties in respect of outstanding Advances or any other liabilities to the Finance Parties under the Finance Documents (other than as a Guarantor) may, at the request of Vodafone and if no Default is outstanding, cease to be a Borrower by entering into a supplemental agreement to this Agreement at the cost of Vodafone in such form as the Agent may reasonably require which shall discharge that Borrowers’ obligations as a Borrower under this Agreement.
         
(b) If on the Reorganisation Date:
         
  (i) NewTopco and any Intermediate Holding Company has acceded as a Guarantor in accordance with Clause 26.5 (Additional Guarantors);
         
  (ii) Vodafone has no liabilities to the Finance Parties in respect of outstanding Advances or any other liabilities to the Finance Parties under the Finance Documents (other than as a Guarantor); and
         
  (iii) no Default is continuing,
         
  Vodafone may cease to be a Borrower with effect from the Reorganisation Date by entering into a supplemental agreement to this Agreement at the cost of Vodafone or NewTopco in such form as the Agent may reasonably require which shall discharge Vodafone’s obligations as a Borrower under this Agreement.
         
26.8 Reference Banks
         
  If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with Vodafone) appoint another Lender or an Affiliate of a Lender which is not a Reference Bank to replace that Reference Bank.
         
26.9 Register
         
  The Agent shall keep a register of all the Parties including in the case of Lenders the details of their Facility Office notified to the Agent from time to time, and shall supply any other Party (at that Party’s expense) with a copy of the register on request.
         
27.   DISCLOSURE OF INFORMATION
         
(a) A Lender may disclose to any of its Affiliates or any person with whom it is proposing to enter, or has entered into, any kind of transfer, participation or other agreement in relation to this Agreement:
         
  (i) a copy of any Finance Document; and
     

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(ii) any information which that Lender has acquired under or in connection with any Finance Document,
 
provided that a Lender shall not disclose any such information to a person other than one of its Affiliates unless that person has provided to that Lender a confidentiality undertaking addressed to that Lender and Vodafone substantially in the form of Schedule 6 or such other form as Vodafone may approve.
   
(b) Paragraphs 1(a), 1(c), 2(b), 3, 6, 8, 9 and 12 of Schedule 6 (Form of confidentiality undertaking from new Lender) shall be deemed to be incorporated herein as if set out in full ( mutatis mutandis ), but as if references therein to “we” were to each Finance Party and references to “you” were to Vodafone.
   
28. SET-OFF
   
28.1 Contractual set-off
 
Whilst an Event of Default subsists, each Obligor authorises each Finance Party to apply any credit balance to which that Obligor is entitled on any account of that Obligor with that Finance Party in satisfaction of any sum due and payable from that Obligor to that Finance Party under the Finance Documents but unpaid. For this purpose, each Finance Party is authorised to purchase with the moneys standing to the credit of any such account such other currencies as may be necessary to effect such application.
   
28.2 Set-off not mandatory
 
No Finance Party shall be obliged to exercise any right given to it by Clause 28.1 (Contractual set-off).
   
28.3 Notice of set-off
 
Any Finance Party exercising its rights under Clause 28.1 (Contractual set-off) shall notify Vodafone promptly after set-off is applied.
 
29. PRO RATA SHARING
   
29.1 Redistribution
 
If any amount owing by an Obligor under any Finance Document to a Finance Party (the Recovering Finance Party ”) is discharged by payment, set-off or any other manner other than through the Agent in accordance with Clause 9 (Payments) (a “ Recovery ”), then:
 
(a) the Recovering Finance Party shall, within three Business Days, notify details of the Recovery to the Agent;
 
(b) the Agent shall determine whether the Recovery is in excess of the amount which the Recovering Finance Party would have received had the Recovery been received by the Agent and distributed in accordance with Clause 9 (Payments);
   
(c) subject to Clause 29.3 (Exceptions), the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “ Redistribution ”) equal to the excess;

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(d) the Agent shall treat the Redistribution as if it were a payment by the Obligor concerned under Clause 9 (Payments) and shall pay the Redistribution to the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 9.7 (Partial payments); and
   
(e) after payment of the full Redistribution, the Recovering Finance Party will be subrogated to the portion of the claims paid under paragraph (d) above, and that Obligor will owe the Recovering Finance Party a debt which is equal to the Redistribution, immediately payable and of the type originally discharged.
   
29.2 Reversal of redistribution
 
If under Clause 29.1 (Redistribution):
   
(a) a Recovering Finance Party must subsequently return a Recovery, or an amount measured by reference to a Recovery, to an Obligor; and
   
(b) the Recovering Finance Party has paid a Redistribution in relation to that Recovery,
   
  each Finance Party shall, within three Business Days of demand by the Recovering Finance Party through the Agent, reimburse the Recovering Finance Party all or the appropriate portion of the Redistribution paid to that Finance Party. Thereupon the subrogation in Clause 29.1(e) (Redistribution) will operate in reverse to the extent of the reimbursement.
   
29.3 Exceptions
   
(a) A Recovering Finance Party need not pay a Redistribution to the extent that it would not, after the payment, have a valid claim against the Obligor concerned in the amount of the Redistribution pursuant to Clause 29.1(e) (Redistribution).
   
(b) A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal proceedings, if the other Finance Party had an opportunity to participate in those legal proceedings but did not do so and did not take separate legal proceedings.
   
30. SEVERABILITY
 
If a provision of any Finance Document is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
   
(a) the legality, validity or enforceability in that jurisdiction of any other provision of the Finance Documents; or
   
(b) the legality, validity or enforceability in other jurisdictions of that or any other provision of the Finance Documents.
   
31. COUNTERPARTS
 
This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

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32 . NOTICES
   
32.1 Giving of notices
   
(a) All notices or other communications under or in connection with this Agreement shall be given in writing or by facsimile. Any such notice will be deemed to be given as follows:
 
(i) if in writing, when delivered; and
   
(ii) if by facsimile, when received.
 
However, a notice given in accordance with the above but received on a non-working day or after business hours in the place of receipt will only be deemed to be given on the next working day in that place.
   
(b) Any Party may agree with any other Party to give and receive notices by telex in which case the notice will be deemed given when the correct answerback is received.
 
   
32.2 Addresses for notices
   
(a) The address and facsimile number of each Party (other than the Agent, the U.S. Swingline Agent and Vodafone) for all notices under or in connection with this Agreement are:
   
(i) that notified by that Party for this purpose to the Agent on or before it becomes a Party; or
 
(ii) any other notified by that Party for this purpose to the Agent by not less than five Business Days’ notice.
 
(b) The address and facsimile numbers of the Agent are:
 
The Royal Bank of Scotland plc
25 Devonshire Square
London
EC2M 4BB
     
  Contact: Loans Admin Unit
  Telephone: 020 7672 6284
  Facsimile: 020 7615 7673
   
  or such other as the Agent may notify to the other Parties by not less than five Business Days’ notice.
   
(c) The address and facsimile numbers of the U.S. Swingline Agent are:
   
  The Royal Bank of Scotland plc
  10th Floor, 101 Park Avenue
  New York, USA
  10178
     
  Contact: Loans Admin Unit, Sheila Shaw
  Telephone: 001 212 401 1406
  Facsimile: 001 212 401 1494

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or such other as the U.S. Swingline Agent may notify to the other Parties by not less than five Business Days’ notice.
   
(d) The addresses and facsimile numbers of Vodafone are:
 
Vodafone Group Plc
Vodafone House
The Connection
  Newbury RG14 2FN
     
  Contact: Group Treasurer
  Telephone: 07785 771847
  Facsimile: 01635 676 746
     
  or such other as Vodafone may notify to the other Parties by not less than five Business Days’ notice.
     
(e) The Agent shall, promptly upon request from any Party, give to that Party the address or facsimile number of any other Party applicable at the time for the purposes of this Clause 32.
   
33. LANGUAGE
   
(a) Any notice given under or in connection with any Finance Document shall be in English.
   
(b) All other documents provided under or in connection with any Finance Document shall be:
   
(i) in English; or
   
(ii) if not in English, accompanied by a certified English translation and, in this case, the English translation shall prevail unless the document is a statutory or other official document.
   
34. JURISDICTION
   
34.1 Submission
 
For the benefit of each Finance Party, each Obligor agrees that the courts of England have jurisdiction to settle any disputes in connection with any Finance Document and accordingly submits to the jurisdiction of the English courts.
   
34.2 Service of process
 
Without prejudice to any other mode of service, each Obligor (other than an Obligor incorporated in England and Wales):
   
(a) irrevocably appoints Vodafone as its agent for service of process relating to any proceedings before the English courts in connection with any Finance Document (and Vodafone accepts this appointment);
   
(b) agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned;

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(c) consents to the service of process relating to any such proceedings by prepaid posting of a copy of the process to its address for the time being applying under Clause 32.2 (Addresses for notices); and
   
(d) agrees that if the appointment of any person mentioned in paragraph (a) or (b) above ceases to be effective, the relevant Obligor shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within 15 days, the Agent is entitled to appoint such a person by notice to Vodafone.
   
34.3 Forum convenience and enforcement abroad
 
Each Obligor:
   
(a) waives objection to the English courts on grounds of inconvenient forum or otherwise as regards proceedings in connection with a Finance Document; and
   
(b) agrees that a judgment or order of an English court in connection with a Finance Document is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
   
34.4 Non-exclusivity
 
Nothing in this Clause 34 limits the right of a Finance Party to bring proceedings against an Obligor in connection with any Finance Document:
   
(a) in any other court of competent jurisdiction; or
   
(b) concurrently in more than one jurisdiction.
   
35. GOVERNING LAW
 
  This Agreement is governed by English law.
 
THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

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SCHEDULE 1

LENDERS AND COMMITMENTS

PART 1

LENDERS AND COMMITMENTS

Commitments
U.S.$

Original Lender Commitment
 
(U.S.$)
   
Banca Intesa SpA 175,000,000
   
Banco Bilbao Vizcaya Argentaria S.A. 175,000,000
   
Banco Santander Central Hispano, S.A. London Branch 175,000,000
   
Bank of America, N.A. 175,000,000
   
Barclays Bank PLC 175,000,000
   
Bayerische Hypo- und Vereinsbank AG 175,000,000
   
BNP Paribas (London Branch) 175,000,000
   
Calyon 175,000,000
   
Citibank, N.A. 175,000,000
   
Deutsche Bank AG London 175,000,000
   
HSBC Bank plc 175,000,000
   
ING Bank, N.V., London Branch 175,000,000
   
JPMorgan Chase Bank, N.A. 175,000,000
   
Lehman Commercial Paper Inc., UK Branch 175,000,000
   
Lloyds TSB Bank plc 175,000,000
   
Mizuho Corporate Bank, Ltd. 175,000,000
   
Morgan Stanley Bank International Limited and Morgan Stanley Senior Funding, Inc.
175,000,000
   
National Australia Bank Limited ABN 12 004 044 937 175,000,000
   
The Bank of Tokyo-Mitsubishi, Ltd. 175,000,000

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Original Lender Commitment
   
The Royal Bank of Scotland plc 175,000,000
   
UBS AG, London Branch 175,000,000
   
Unicredit Banca d’Impresa Spa 175,000,000
   
WestLB AG, London Branch 175,000,000
   
William Street Commitment Corporation 175,000,000
   
COMMERZBANK Aktiengesellschaft, Filiale Düsseldorf 95,000,000
   
KBC Bank NV 95,000,000
   
Standard Chartered Bank 95,000,000
   
TD Bank Europe Limited 95,000,000
   
The Bank of New York 95,000,000
   
   
Total
U.S.$4,675,000,000

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PART 2

SWINGLINE LENDERS AND SWINGLINE COMMITMENTS

Swingline Lender Swingline Commitments
U.S.$
   
Banco Bilbao Vizcaya Argentaria S.A. (New York Branch) 175,000,000
   
Bank of America, N.A. 175,000,000
   
Barclays Bank PLC 175,000,000
   
BNP Paribas, New York Branch 175,000,000
   
Calyon 175,000,000
   
Citibank, N.A. 175,000,000
   
Deutsche Bank AG New York 175,000,000
   
HSBC Bank plc 175,000,000
   
JPMorgan Chase Bank, N.A. 175,000,000
   
Lloyds TSB Bank plc 175,000,000
   
The Royal Bank of Scotland plc (New York Branch) 175,000,000
   
UBS Loan Finance LLC 175,000,000
   
WestLB AG, New York Branch 175,000,000
   
   
Total
U.S.$   2,275,000,000

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PART 3

MANDATED LEAD ARRANGERS

Banc of America Securities Limited
Banca Intesa SpA
Banco Bilbao Vizcaya Argentaria S.A.

Banco Santander Central Hispano, S.A. London Branch
Barclays Capital (the Investment Banking Division of Barclays Bank PLC)
Bayerische Hypo- und Vereinsbank AG

BNP Paribas
Calyon
Citigroup Global Markets Limited
Deutsche Bank AG London
HSBC Bank plc
ING Bank, N.V., London Branch
J.P. Morgan Plc
Lehman Commercial Paper Inc., UK Branch
Lloyds TSB Bank plc
Mizuho Corporate Bank, Ltd.
Morgan Stanley Bank International Limited
National Australia Bank Limited ABN 12 004 044 937
The Bank of Tokyo-Mitsubishi, Ltd.
The Royal Bank of Scotland plc
Unicredit Banca d’Impresa Spa
UBS Limited
WestLB AG, London Branch
William Street Commitment Corporation

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PART 4

CO-ARRANGERS

COMMERZBANK Aktiengesellschaft, Filiale Düsseldorf
KBC Bank NV

Standard Chartered Bank
TD Bank Europe Limited
The Bank of New York

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SCHEDULE 2

      CONDITIONS PRECEDENT DOCUMENTS

PART 1

TO BE DELIVERED BEFORE THE FIRST ADVANCE

1. Constitutional documents
 
A copy of the memorandum and articles of association and certificate of incorporation of Vodafone.
 
2. Authorisations
   
(a) A copy of a resolution of the board of directors of Vodafone or, if applicable, of a committee of the board of directors (together with a copy of the resolution of the board of directors constituting that committee):
   
(i) approving the terms of, and the transactions contemplated by, this Agreement and the Fee Letters and resolving that it execute and, where applicable, deliver this Agreement and the Fee Letters;
   
(ii) authorising a specified person or persons to execute and, where applicable, deliver this Agreement and the Fee Letters on its behalf; and
   
(iii) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including Requests) to be signed and/or despatched by it under or in connection with the Finance Documents;
   
(b) a specimen of the signature of each person authorised by the resolution referred to in paragraph (a) above;
 
(c) a certificate of a director of Vodafone confirming that as at the first Drawdown Date the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 2009 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit having been waived or otherwise);
   
(d) a certificate of an authorised signatory of Vodafone certifying that each copy document specified in this Part 1 of Schedule 2 and supplied by Vodafone is correct, complete and in full force and effect as at a date no earlier than the Signing Date.
   
3. Legal opinions
 
A legal opinion of Allen & Overy, English law counsel to the Agent, in relation to English law.
   
4. Fee Letter
 
Duly executed Fee Letters referred to in paragraphs (a) and (b) of the definition of “Fee Letters”.

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PART 2

TO BE DELIVERED BY AN ADDITIONAL GUARANTOR

1. A Guarantor Accession Agreement, duly executed (if appropriate, under seal) by the Additional Guarantor.
   
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Guarantor.
   
3. A copy of a resolution of the board of directors of the Additional Guarantor:
   
(a) approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement and resolving that it execute the Guarantor Accession Agreement as a deed;
   
(b) authorising a specified person or persons to execute the Guarantor Accession Agreement as a deed; and
   
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement.
   
4. If the Additional Guarantor is not NewTopco and the lawyers referred to in paragraph 10 below advise it to be necessary or desirable, a copy of a resolution, signed by all the holders of the issued or allotted shares in the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Guarantor Accession Agreement.
   
5. If the Additional Guarantor is not NewTopco, a copy of a resolution of the board of directors of each corporate shareholder in the Additional Guarantor:
   
(a) approving the terms of the resolution referred to in paragraph 4 above; and
   
(b) authorising a specified person or persons to sign the resolution on its behalf.
   
6. A certificate of a director of the Additional Guarantor certifying that the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 2009 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit being waived or otherwise).
   
7. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Guarantor Accession Agreement or for the validity and enforceability of any Finance Document.
   
8. A specimen of the signature of each person authorised by the resolutions referred to in paragraphs 3 and, if applicable, 5 above.
   
9. A copy of the latest annual statutory audited accounts of the Additional Guarantor.

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10. A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Guarantor addressed to the Finance Parties.
   
11. A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document specified in this Part 2 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Guarantor Accession Agreement.

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PART 3

TO BE DELIVERED BY AN ADDITIONAL BORROWER

1. A Borrower Accession Agreement, duly executed (if appropriate, under seal) by the Additional Borrower.
   
2. A copy of the memorandum and articles of association and certificate of incorporation (or other equivalent constitutional documents) of the Additional Borrower.
   
3. A copy of a resolution of the board of directors of the Additional Borrower:
   
(a) approving the terms of, and the transactions contemplated by, the Borrower Accession Agreement and resolving that it execute the Borrower Accession Agreement;
   
(b) authorising a specified person or persons to execute the Borrower Accession Agreement; and
   
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents to be signed and/or despatched by it under or in connection with this Agreement.
   
4. A certificate of a director of the Additional Borrower certifying that the borrowing of the Total Commitments in full and the borrowing of the Total Commitments under (and as defined in) the 2009 Facility in full would not together cause any borrowing limit or limit on the giving of guarantees binding on it to be exceeded (whether as a result of such limit being waived or otherwise).
   
5. A copy of any other authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, the Borrower Accession Agreement or for the validity and enforceability of any Finance Document.
   
6. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 3 above.
   
7. A copy of the latest annual statutory audited accounts of the Additional Borrower (if any).
   
8. A legal opinion of Allen & Overy, legal advisers to the Agent, and, if applicable, other lawyers approved by the Agent in the place of incorporation of the Additional Borrower addressed to the Finance Parties.
   
9. A certificate of an authorised signatory of the Additional Borrower certifying that each copy document specified in this Part 3 of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Borrower Accession Agreement.

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SCHEDULE 3

MANDATORY COST FORMULAE

1. The Mandatory Cost for an Advance (other than a Swingline Advance) is an addition to the interest rate to compensate Lenders for the cost of compliance with the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions).
     
2. On the first day of each Advance (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the Mandatory Cost Rate ) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Mandatory Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Advance) and will be expressed as a percentage rate per annum.
     
3. The Mandatory Cost Rate for any Lender lending from a Facility Office in the UK will be calculated by the Agent as follows:
 
(a) in relation to a sterling Advance:
   
      per cent. per annum
(b)  

in relation to an Advance in any currency other than sterling:

per cent. per annum.
 
  Where:
     
  A is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
     
  B is the percentage rate of interest (excluding the Margin and the Mandatory Cost) payable on the Advance for the relevant Term of the Advance.
     
  C is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
     
  D is the percentage rate per annum payable by the Bank of England to that Lender on interest bearing Special Deposits.
     
  E is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

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4. For the purposes of this Schedule:
   
(a) Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
   
(b) Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
   
(c) Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and
   
(d) Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
   
5. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
   
6. If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.
   
7. In addition to any notification required under Clause 8.1(c) (Interest rate for all Advances), each Lender shall supply any information required by the Agent for the purpose of calculating its Mandatory Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:
   
(a) its jurisdiction of incorporation and the jurisdiction of its Facility Office; and
   
(b) any other information that the Agent may reasonably require for such purpose.
 
Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.
   
8. The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
   
9. The Agent shall have no liability to any person if such determination results in a Mandatory Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 6 and 7 above is true and correct in all respects.

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10. The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Mandatory Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 6 and 7 above.
   
11. Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, a Mandatory Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.
   
12. The Agent may from time to time, after consultation with Vodafone and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England or the Financial Services Authority (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.
 
Reference Banks ” has the meaning set out in Clause 1.1 of this Agreement.

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SCHEDULE 4

FORM OF REQUEST

To: THE ROYAL BANK OF SCOTLAND PLC as [Agent/U.S. Swingline Agent*]
   
From: [BORROWER]
     
Date: [ ]
     
Vodafone Group Plc –U.S.$[         ]
Revolving Credit Agreement dated [      ] June 2005
   
1. We wish to utilise the Revolving Credit Facility* and/or the Swingline Facility* by way of Advances*/Swingline Advances* as follows:
   
  (a) Drawdown Date: Revolving
  Credit Facility: [         ]*  
  Swingline Facility: [         ]*  
     
  (b) Requested Amount (including currency): Revolving
  Credit Facility: [         ]*
  Swingline Facility: [         ]*
   
  (c) Term: Revolving
  Credit Facility: [         ]*  
  Swingline Facility: [         ]*  
     
  (d) Payment Instructions: Revolving
  Credit Facility: [         ]*
  Swingline Facility: [         ]*
   
2. We confirm that each condition specified in [Clause 4.2 (Conditions to all drawdowns and rollovers)] ** is satisfied on the date of this Request and this Advance would not cause any borrowing limit binding on us to be exceeded.
   

[By:
[BORROWER]
Authorised Signatory]

 

 


** Delete as applicable depending on whether the Advance is a Rollover Advance.

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SCHEDULE 5

FORMS OF ACCESSION DOCUMENTS

PART 1

NOVATION CERTIFICATE

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [THE EXISTING LENDER] and [THE NEW LENDER] Date: [ ]
 

Vodafone Group Plc –U.S.$[         ]
Revolving Credit Agreement dated [         ] June 2005

We refer to Clause 26.4 (Procedure for novations).
   
1. We [          ] (the “ Existing Lender ”) and [          ] (the “ New Lender ”) agree to the Existing Lender and the New Lender novating all the Existing Lender’s rights and obligations referred to in the Schedule in accordance with Clause 26.4 (Procedure for novations).
   
2. The specified date for the purposes of [Clause 26.4(c) (Procedure for novations)] is [date of novation].
   
3. The Facility Office and address for notices of the New Lender for the purposes of Clause 32.2 (Addresses for notices) are set out in the Schedule.
   
4. The New Lender confirms that it has given notice to Vodafone of the entry into of this Novation Certificate [and has obtained Vodafone’s consent] * in accordance with Clause 26.2(b)(ii) (Transfers by Lenders).
   
5. This Novation Certificate is governed by English law.

 

 


*   Delete as applicable depending on whether Vodafone’s consent is required.

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THE SCHEDULE

Rights and obligations to be novated

[ Details of the rights and obligations of the Existing Lender to be novated. ]

[ New Lender ]
   
[Facility Office Address for notices]
     
[Existing Lender] [New Lender] THE ROYAL BANK OF
SCOTLAND PLC
     
By: By: By:
     
Date: Date: Date:

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PART 2

GUARANTOR ACCESSION AGREEMENT

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [PROPOSED GUARANTOR]

Date: [          ]

Vodafone Group Plc –U.S.$[          ] Revolving Credit Agreement
dated [          ] June 2005 (the “Credit Agreement”)

Terms used in this Deed which are defined in the Credit Agreement shall have the same meaning in this Deed as in the Credit Agreement.

We refer to Clause 26.5 (Additional Guarantors).

We, [name of company] of [Registered Office] (Registered no. [          ]) agree to become an Additional Guarantor and to be bound by the terms of the Credit Agreement as an Additional Guarantor in accordance with Clause 26.5 (Additional Guarantors). [In addition, we also agree to become bound by all the terms of the Credit Agreement expressed to apply to or be binding on NewTopco] *

Our address for notices for the purposes of Clause 32.2 (Addresses for notices) is:

[
]
 
This Deed is governed by English law.
     
Executed as a deed by ) Director
[PROPOSED GUARANTOR] )
acting by ) Director/Secretary
And )

 

   

* Only in the case of accession by NewTopco.
   

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PART 3

BORROWER ACCESSION AGREEMENT

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [PROPOSED BORROWER]

[Date]

Vodafone Group Plc -U.S.$[          ] Revolving Credit Agreement
dated [          ] June 2005 (the “Credit Agreement”)

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

We refer to Clause 26.6 (Additional Borrowers).

We, [Name of company] of [Registered Office] (Registered no. [          ] agree to become party to and to be bound by the terms of the Credit Agreement as an Additional Borrower in accordance with Clause 26.6 (Additional Borrowers).

The address for notices of the Additional Borrower for the purposes of Clause 32.2 (Addresses for notices) is:

[
]

This Agreement is governed by English law.

[ADDITIONAL BORROWER]

By:

THE ROYAL BANK OF SCOTLAND PLC
By:

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PART 4

LENDER ACCESSION AGREEMENT

To: THE ROYAL BANK OF SCOTLAND PLC as Agent
   
From: [PROPOSED ADDITIONAL LENDER]
[Date]  

Vodafone Group Plc -U.S.$[          ] Revolving Credit Agreement
dated [          ] June 2005 (the “Credit Agreement”)

Terms used herein which are defined in the Credit Agreement shall have the same meaning herein as in the Credit Agreement.

We refer to Clause 2.7 (Additional Lenders).

We, [Name of Additional Lender] agree to become party to and to be bound by the terms of the Credit Agreement as an Additional Lender in accordance with Clause 2.7 (Additional Lenders) with effect on and from [insert date].

Our Revolving Credit Commitment is U.S.$[          ].[Our Swingline Commitment is U.S.$[          ]] 1

We confirm to each Finance Party that we:

(a) have made our own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in the Credit Agreement and have not relied exclusively on any information provided to us by a Finance Party in connection with any Finance Document; and
   
(b) will continue to make our own independent appraisal of the creditworthiness of each Obligor and its related entities while any amount is or may be outstanding under the Credit Agreement or any Commitment is in force.

The Facility Office and address for notices of the Additional Lender for the purposes of Clause 32.2 (Addresses for notices) is:

[ ]

This Agreement is governed by English law.

[ADDITIONAL LENDER]

By:

THE ROYAL BANK OF SCOTLAND PLC
By:

VODAFONE GROUP PLC

By:

   

1 Delete if not applicable
   

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SCHEDULE 6

FORM OF CONFIDENTIALITY UNDERTAKING FROM NEW LENDER

 

To: [Existing Lender];
Vodafone Group Plc;
 
 

Dear Sirs,

We refer to the U.S.$[          ] Revolving Credit Agreement dated [          ] June 2005 (the “ Credit Agreement ”) between, among others, Vodafone Group Plc and The Royal Bank of Scotland plc (as Agent).

This is a confidentiality undertaking referred to in Clause 27 (Disclosure of information) of the Credit Agreement. A term defined in the Credit Agreement has the same meaning in this undertaking.

We are considering entering into contractual relations with [insert name of Lender] (the “ Existing Lender ”) and understand that it is a condition of our receiving information about Vodafone Group Plc and its related companies and any Finance Document and/or any information under or in connection with any Finance Document that we execute this undertaking.

1. Confidentiality Undertaking
 
We undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to our own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom we pass any Confidential Information (unless disclosed under paragraph (b) below) acknowledges and complies with the provisions of this letter as if that person were also a party to it and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Facilities, other than directly to the Group Treasurer of Vodafone.
   
2. Permitted Disclosure
 
You agree that we may disclose Confidential Information:
   
(a) to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;
   
(b) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.

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3. Notification of Required or Unauthorised Disclosure
 
We agree (to the extent permitted by law) to inform you of the full circumstances of any disclosure under paragraph 2(b) or upon becoming aware that Confidential Information has been disclosed in breach of this letter.
   
4. Return of Copies
 
If you so request in writing, we shall return all Confidential Information supplied by you to us and destroy or permanently erase all copies of Confidential Information made by us and use all reasonable endeavours to ensure that anyone to whom we have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that we or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2(b) above.
   
5. Continuing Obligations
 
The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if we become a party to the Facilities or (b) twelve months after we have returned all Confidential Information supplied to us by you and destroyed or permanently erased all copies of Confidential Information made by us (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed provided that any such Confidential Information retained in accordance with paragraph 4 shall remain confidential, subject to paragraph 2, for the period during which it is retained).
   
6. Consequences of Breach, etc.
 
We acknowledge and agree that you or members of the Group (each a “Relevant Person”) may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by any member of the Purchaser Group.
   
7. No Waiver; Amendments, etc.
 
This letter sets out the full extent of our obligations of confidentiality owed to you in relation to the information the subject of this letter. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise of any right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privileges hereunder. The terms of this letter and our obligations hereunder may only be amended or modified by written agreement between us.
   
8. Inside Information
 
We acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and we undertake not to use any Confidential Information for any unlawful purpose.

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9. Nature of Undertakings
 
The undertakings given by us under this letter are given to you and (without implying any fiduciary obligations on your part) are also given for the benefit of each other member of the Group.
   
10. Governing Law and Jurisdiction
 
This shall be governed by and construed in accordance with the laws of England and the parties submit to the non-exclusive jurisdiction of the English courts.
   
11. Third Party Rights
   
(a)     Subject to paragraph 6 and to paragraph 9 the terms of this letter may be enforced and relied upon only by you and us and the operation of the Contracts (Rights of Third Parties) Act 1999 is excluded.
   
(b)     Notwithstanding any provisions of this letter, the parties of this letter do not require the consent of any Relevant Person to rescind or vary this letter at any time.
   
12. Definitions
 
In this letter:
 
Confidential Information ” means any information relating to Vodafone, the Group and/or the Facilities provided to us by you or any of your Affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by us before the date the information is disclosed to us by you or any of your affiliates or advisers or is lawfully obtained by us thereafter, other than from a source which is connected with the Group and which, in either case, as far as we are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;
 
Permitted Purpose ” means considering and evaluating whether to enter into the Facilities; and
 
Purchaser Group ” means us, each of our holding companies and subsidiaries and each subsidiary of each of our holding companies (as each such term is defined in the Companies Act 1985).

Yours faithfully

 

 

For and on behalf of
[New Lender]

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SCHEDULE 7

FORM OF ADDITIONAL LENDER’S FEE LETTER

Vodafone Group Plc (“ Vodafone ”)
Vodafone House
The Connection
Newbury
Berkshire RG14 2FN

For the attention of Gerry Bacon

[DATE]

Dear Sirs,

Fee Letter

You have asked us to participate in a U.S.$[            ] credit facility (the “ Facility ”) to provide support for the Group’s continuing commercial paper programmes and for general corporate purposes of the Group including, but not limited to, acquisitions.

Terms defined in the credit agreement dated [            ] June 2005 between (inter alia) Vodafone and the financial institutions listed therein (the “ Credit Agreement ”) have the same meaning in this letter unless otherwise defined in this letter or the context otherwise requires.

This letter sets out the terms upon which you have agreed to pay a fee in relation to our participation in the Facility.

1 . Fee
   
  You will pay to us for our account a non-refundable up-front fee equal to [            ] per cent. flat calculated on our Revolving Credit Commitment as at the date on which we become an Additional Lender pursuant to Clause 2.7 (Additional Lenders) of the Credit Agreement and payable 5 Business Days after that date;
   
2 . Finance Document
   
  This Fee Letter is a Finance Document.
   
3 . No Set-off
   
  All payments to be made under this Fee Letter will be calculated and made without (and free and clear of any deduction for) set-off or counterclaim).
   
4 . Governing Law
   
  This letter is governed by and construed in accordance with English law.
   
If you agree to the above please sign and return the enclosed copy of this letter.
 
This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.

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Yours faithfully,
 
 
 
 
[                   ]
 
For and on behalf of
[ADDITIONAL LENDER]
 
 
 
 
 
We agree to the terms set out above.
 
[                   ]
 
For and on behalf of
Vodafone Group Plc
 
[DATE]

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SCHEDULE 8

FIXED RATE BONDS AND PREFERENCE SHARES

1. US Bonds and Preference Shares
   
Financial Indebtedness of Vodafone Americas Inc. (previously AirTouch Communications, Inc.) under (i) bonds issued by itself in existence at the Signing Date to the extent the aggregate principal amount does not exceed U.S.$467,858,000 (being $217,659,000 7.5% due July 2006 and $250,199,000 6.65% due May 2008) (in respect of its existing bonds denominated in U.S. Dollars) and DM91,640,000 5.5% due July 2008 (in respect of its existing bonds denominated in Deutsche Marks) and (ii) $1.65bn fixed rate preference shares issued by Vodafone Americas Inc. due April 2020.
   
2. German Bonds
   
Financial Indebtedness of Vodafone Finance BV (previously Mannesmann Finance BV) under bonds issued by itself in existence as at the Signing Date to the extent that the aggregate principal amount does not exceed €3,000,000,000 (being, €3bn 4.75% due May 2009); or
   
3. Japanese Bonds
   
Financial Indebtedness of Vodafone K.K. (previously Vodafone Holdings K.K. and previously Japan Telecom Holdings Co., Ltd.) under bonds issued by itself in existence at the Signing Date to the extent that the aggregate principal amount does not exceed ¥175,000,000,000 (being seven issues each of ¥25bn due between August 2005 and September 2010).

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SIGNATORIES

Borrower and Guarantor
   
VODAFONE GROUP PLC
   
By: PHIL CLARK
   
   
   
   
Mandated Lead Arrangers
   
   
   
   
BANC OF AMERICA SECURITIES LIMITED
   
By: JONATHAN PEARSON
 
 
 
 
BANCA INTESA SPA
     
By: LAWRENCE WYBRANIEC ALLAN STEPHENS
 
 
 
 
BANCO BILBAO VIZCAYA ARGENTARIA S.A.
     
By: CHRIS METHERELL MARTIN GREENWOOD
 
 
 
 
BANCO SANTANDER CENTRAL HISPANO, S.A. LONDON BRANCH
     
By: GRANT SESSIONS MARTA SÁNCHEZ-PALENCIA
 
 
 
 
BARCLAYS CAPITAL
   
By: STEVEN FUNNELL
 
 
 
 
BAYERISCHE HYPO- UND VEREINSBANK AG
     
By: THOMAS DUSCH ULRIKE KREBS
 
 
 
 
BNP PARIBAS
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER

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CALYON
   
By: SARAH PREBBLE
 
 
CITIGROUP GLOBAL MARKETS LIMITED
   
By: MICHAEL LLEWELYN-JONES
 
 
DEUTSCHE BANK AG LONDON
     
By: MICHAEL STARMER-SMITH DREW PRICE
 
 
HSBC BANK PLC
   
By: BEATRICE DUPONT DE RIVALTZ
 
 
ING BANK N.V., LONDON BRANCH
     
By: RENE WEIJERS RICHARD HITE
 
 
J.P. MORGAN PLC
   
By: JAY-MICHAEL BASLOW
 
 
LEHMAN COMMERCIAL PAPER INC., UK BRANCH
   
By: STEVEN HODGES
 
 
LLOYDS TSB BANK PLC
   
By: GRAHAM DODD
 
 
MIZUHO CORPORATE BANK, LTD.
   
By: PHILLIP HOLE

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MORGAN STANLEY BANK INTERNATIONAL LIMITED
   
By: KEVIN ADESON
 
 
NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937
   
By: ANJALI PATEL
 
 
THE BANK OF TOKYO-MITSUBISHI, LTD.
     
By: SIMON LELLO DAVID PHILBIN
 
 
THE ROYAL BANK OF SCOTLAND PLC
   
By: TREVOR NEILSON
 
 
UBS LIMITED
     
By: A. SUDLOW J. CAMPBELL
 
 
UNICREDIT BANCA D’IMPRESA SPA
   
By: PAOLO SPADA
 
 
WESTLB AG, LONDON BRANCH
     
By: JOHN FINN TIM SAI LOUIE
 
 
WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William Street Commitment Corporation)
   
By: MANDA D’AGATA
 
 
Co-Arrangers
 
COMMERZBANK AKTIENGESELLSCHAFT, FILIALE DÜSSELDORF
     
By: JOHANNES ASCHOTT DAVID ARLETTAZ

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KBC BANK NV
   
By: UMBERTO ARTS
 
 
STANDARD CHARTERED BANK
     
By: STEVE LILLEY GRAHAME SMITH
 
 
TD BANK EUROPE LIMITED
   
By: JULIE EVANS
 
 
THE BANK OF NEW YORK
   
By: JASON GARWOOD
 
 
Lenders
 
BANCA INTESA SPA
as Lender
     
By: LAWRENCE WYBRANIEC ALLAN STEPHENS
 
 
BANCO BILBAO VIZCAYA ARGENTARIA S.A.
as Lender
     
By: CHRIS METHERELL MARTIN GREENWOOD
 
 
BANCO BILBAO VIZCAYA ARGENTARIA S.A. (New York Branch)
as Swingline Lender
     
By: CHRIS METHERELL MARTIN GREENWOOD
 
 
BANCO SANTANDER CENTRAL HISPANO, S.A. LONDON BRANCH
as Lender
     
By: GRANT SESSIONS MARTA SÁNCHEZ-PALENCIA

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BANK OF AMERICA, N.A.
as Lender and Swingline Lender
   
By: JONATHAN PEARSON
 
 
BARCLAYS BANK PLC
as Lender and Swingline Lender
   
By: STEVEN FUNNELL
 
 
BAYERISCHE HYPO- UND VEREINSBANK AG
as Lender
     
By: THOMAS DUSCH ULRIKE KREBS
 
 
BNP PARIBAS (London Branch)
as Lender
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER
 
 
BNP PARIBAS, NEW YORK BRANCH
as Swingline Lender
     
By: MICHAEL MOLLOY FRANÇOIS REGNIER
 
 
CALYON
as Lender and Swingline Lender
   
By: SARAH PREBBLE
 
 
CITIBANK, N.A.
as Lender and Swingline Lender
   
By: MICHAEL LLEWELYN-JONES
 
 
COMMERZBANK AKTIENGESELLSCHAFT, FILIALE DÜSSELDORF
as Lender
     
By: JOHANNES ANSCHOTT DAVID ARLETTAZ

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DEUTSCHE BANK AG LONDON
as Lender
     
By: MICHAEL STARMER-SMITH DREW PRICE
 
 
DEUTSCHE BANK AG NEW YORK
as Swingline Lender
     
By: MICHAEL STARMER-SMITH DREW PRICE
 
 
HSBC BANK PLC
as Lender and Swingline Lender
   
By: BEATRICE DUPONT DE RIVALTZ
 
 
ING BANK N.V., LONDON BRANCH
as Lender
     
By: RENE WEIJERS RICHARD HITE
 
 
JPMORGAN CHASE BANK, N.A.
as Lender and Swingline Lender
   
By: JAY-MICHAEL BASLOW
 
 
KBC BANK NV
as Lender
   
By: UMBERTO ARTS
 
 
LEHMAN COMMERCIAL PAPER INC., UK BRANCH
as Lender
   
By: STEVEN HODGES
 
 
LLOYDS TSB BANK PLC
as Lender and Swingline Lender
   
By: GRAHAM DODD

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MIZUHO CORPORATE BANK, LTD.
as Lender
   
By: PHILLIP HOLE
 
 
MORGAN STANLEY SENIOR FUNDING, INC.
as Lender
   
By: EUGENE MARTIN
 
 
MORGAN STANLEY BANK INTERNATIONAL LIMITED
as Lender
   
By: KEVIN ADESON
 
 
NATIONAL AUSTRALIA BANK LIMITED ABN 12 004 044 937
as Lender
   
By: ANJALI PATEL
 
 
STANDARD CHARTERED BANK
as Lender
     
By: STEVE LILLEY GRAHAME SMITH
 
 
TD BANK EUROPE LIMITED
as Lender
   
By: JULIE EVANS
 
 
THE BANK OF NEW YORK
as Lender
   
By: JASON GARWOOD
 
 
THE BANK OF TOKYO-MITSUBISHI, LTD.
as Lender
     
By: SIMON LELLO DAVID PHILBIN

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THE ROYAL BANK OF SCOTLAND PLC
as Lender
   
By: TREVOR NEILSON
 
 
THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)
as Swingline Lender
   
By: TREVOR NEILSON
 
 
UBS AG, LONDON BRANCH
as Lender
     
By: ANDREW SUDLOW JUDITH CAMPBELL
 
 
UBS LOAN FINANCE LLC
as Swingline Lender
     
By: WILFRED SAINT RICHARD TAVROW
 
 
UNICREDIT BANCA D’IMPRESA SPA
as Lender
   
By: PAOLO SPADA
 
 
WESTLB AG, LONDON BRANCH
as Lender
     
By: JOHN FINN TIM SAI LOUIE
 
 
 
WESTLB AG, NEW YORK BRANCH
as Swingline Lender
     
By: JOHN FINN TIM SAI LOUIE
 
 
WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to assets of William Street Commitment Corporation)
as Lender
   
By: MANDA D’AGATA

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Agent
 
THE ROYAL BANK OF SCOTLAND PLC
     
By: ROBERT OTTEWILL  
 
 
U.S. Swingline Agent
 
THE ROYAL BANK OF SCOTLAND PLC (NEW YORK BRANCH)
     
By: ROBERT OTTEWILL  

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Exhibit 4.8


Vodafone Group Plc

 


RULES OF THE VODAFONE GLOBAL INCENTIVE PLAN
     
     
  Shareholders' Approval: 26   July 2005
  Directors' Adoption: 8 November 2005
  Expiry Date: 25 July 2015
  Inland Revenue reference A1514




One Silk Street
London EC2Y 8HQ

 

Telephone (44-20) 7456 2000
Facsimile (44-20) 7456 2222

Ref Graham Rowlands-Hempel


Table of Contents
Contents   Page  
     
1 Introduction 1
     
2 Definitions 1
     
3 Granting Awards 3
     
4 Terms of Awards to be set by Grantor 4
     
5 Form of Awards 5
     
6 No transfer of Awards 6
     
7 Limits on the use of newly issued shares and treasury shares 6
     
8 Normal Vesting of Awards 7
     
9 Termination of Employment before Vesting Date and death 8
     
10 Takeovers and restructurings 9
     
11 Exchange of Awards 11
     
12 Tax 12
     
13 General 12
     
14 Changing the Plan and termination 15
     
15 Governing law and jurisdiction 16
     
16 Special terms for Forfeitable Shares 17
     
17 Special terms for Options 19
     
18 Special terms for Conditional Awards 22
     
19 Special provisions for Directors 24

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General terms

 

1 Introduction
 
  This Plan is intended to give Members of the Group flexibility to grant to eligible employees a number of different types of awards – which would normally be granted under different plans – under one consistent set of rules.
 
  An Award under the Plan can take the form of:
 
  Forfeitable Shares – which are Shares transferred to the Participant at the time of Award, on the basis that they must be given back if the Award lapses.
 
  a Nil-cost Option – which is a right to buy Shares on Vesting for nothing or a nominal amount.
 
  a Market Value Option – which is a right to buy Shares at a price set by reference to the market value of the Shares at the time of Award. Because the value of these options depends on growth in the share price, these can be exercised for longer than Nil-Cost Options.
 
  a Conditional Award – which is a right to be given Shares on Vesting.
 
  Grant and vesting of all types of Award work in similar ways but there are some differences in the mechanics of how they are granted and what happens after they Vest. These are set out in the separate sections for each type of Award.
 
  Rule 19 sets out special provisions which apply to Directors of the Company.
 
  The schedules allow for grants of particular types of Awards in a way which attracts favourable tax treatment or complies with special rules in various countries.
 
  This introduction does not form part of the rules.
 
2 Definitions
 
  In these rules:
 
  Acquiring Company ” means a person who obtains or has Control of the Company following a transaction of the sort described in rule 10 or, if no person then has Control of the Company, the Company;
 
  Award ” means a Conditional Award, an award of Forfeitable Shares or an Option;
 
  Award Date ” means the date which the Committee set for the grant of an Award;
 
  Business Day ” means a day on which the London Stock Exchange (or, if relevant and if the Committee determine, any stock exchange nominated by the Committee on which the Shares are traded) is open for the transaction of business;
 
  Committee ” means, subject to rule 10.4, the remuneration committee of the board of directors of the Company or any other committee or other body to whom the board of directors delegates some or all of their functions under these rules;
 
  Company ” means Vodafone Group Plc;
 
  Conditional Award ” means a conditional right to acquire Shares granted under the Plan;
 
  Control ” has the meaning given to it by Section 840 of the Income and Corporation Taxes Act 1988;

 

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  Dealing Restrictions ” means restrictions imposed by statute, order, regulation or Government directive, or by the Model Code or any code adopted by the Company based on the Model Code;
     
  Director ” means any director of the Company, any member of the Group Executive Committee and, any other person designated, from time to time, by the Committee;
   
  Expected Value ” means the value of an Award on the Award Date using a valuation methodology determined by the Committee, which takes account of the sum of all various possible performance outcomes at Vesting and which reflects the probabilities of achieving different performance outcomes, rather than the maximum outcome only;
   
  Forfeitable Shares ” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement ;
   
  Forfeitable Share Agreement means the agreement referred to in rule 16.1 (Forfeitable Share Agreement);
     
  Grantor ” means the Company or any other Member of the Group which grants Awards under the Plan with the approval of the Committee;
   
  ITEPA ” means Schedule 4 to the Income Tax (Earnings and Pensions) Act 2003;
   
  London Stock Exchange ” means London Stock Exchange plc;
   
  JV Company ” means any company or undertaking:
   
  (a) in the ordinary share capital of which the Company has an interest in shares of any class of at least five per cent in nominal value of the allotted shares of that class; and
 
  (b) which is not a Subsidiary; and
 
  (c) which is designated by the Committee as a JV Company (for some or all purposes under the Plan)
     
  or any undertaking which is a subsidiary undertaking of such a company or undertaking.
   
  For the purpose of this definition, “ undertaking ” shall have the meaning given to it by Section 259 of the Companies Act 1985 and, in this definition, that section shall apply to the references to “shares” and to “ordinary share capital” in the same way as it applies to references to “shares” in Part VII of that Act. “ Subsidiary undertaking ” shall have the meaning given to it by Section 258 of the Companies Act 1985.
   
  Market Value Option ” means an Option the Option Price of which is sent by reference to the market value of a Share or an American Depository Share (ADS) on or around the Award Date;
   
 

Member of the Group ” means:

     
  (a) the Company; and
 
  (b) its Subsidiaries from time to time;
 
  (c) any JV Company and
 
  (d) any other company which is associated with the Company and is so designated by the Committee (for some or all purposes under the Plan);

 

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  Model Code ” means the UK Listing Authority Model Code for transactions in securities by directors, certain employees and persons connected with them;
     
  Option ” means a right to acquire Shares granted under the Plan;
     
  Option Price ” means the amount payable on the exercise of an Option;
     
  Participant ” means a person holding an Award or his personal representatives;
     
  Performance   Condition ” means any performance condition imposed under rule 4.1 (Performance Conditions);
     
  Performance Period ” means the period in respect of which a Performance Condition is to be satisfied;
     
  Plan ” means these rules known as “The Vodafone Global Incentive Plan” as amended from time to time;
     
  Regulatory Information Service ” means a service that is approved by the Financial Services Authority as meeting the Primary Information Provider criteria and is on the list of Regulatory Information Services maintained by the Financial Services Authority;
     
  Shares ” means, subject to rules 11, 17.2 and 18.1, fully paid ordinary shares in the capital of the Company or American Depository Shares (ADS) representing those shares;
     
  Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 736 of the Companies Act 1985;
     
  Termination of Employment ” means a Participant ceasing to be an employee of a Member of the Group. For these purposes a Participant will not be treated as ceasing to be an employee of a Member of the Group until he ceases to be a permanent employee or director of all Members of the Group or, if the Grantor so decides, he recommences permanent employment with or becomes a director of a Member of the Group within 14 calendar days;
     
  Vesting ” means:
     
  (a) in relation to an Option, the Option becoming exercisable;
     
  (b) in relation to a Conditional Award, a Participant becoming entitled to have the Shares issued or transferred to him subject to these rules; and
     
  (c) in relation to an Award of Forfeitable Shares, the restrictions in the Forfeitable Share Agreement ceasing to have effect.
     
  Vesting Date ” means the date set by the Grantor under rule 4.3.4 and, if not set by the Grantor, shall be the third anniversary of the Award Date.
     
3 Granting Awards
   
  See also Approved Options
3.1 Eligibility
   
  See also Special Provisions for Directors
  The Grantor may grant an Award to any employee (including an executive director) of any Member of the Group. However, unless the Committee decides otherwise, an Award may not be granted to an employee who, on the Award Date, has given or received notice of termination of employment, whether or not such termination is lawful.

 

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3.2 Approval of Committee
     
  Awards may only be granted by a Member of the Group (other than the Company) with the approval of the Committee.
   
3.3 Awards by reference to a Participant’s investment in Shares
   
  The Grantor may decide that the number of Shares subject to an Award will be determined by reference to:
   
  3.3.1 the number of Shares held by or on behalf of the Participant on any date or dates set by the Grantor; or
     
  3.3.2 the number of Shares bought by or on behalf of the Participant within a period set by the Grantor; or
     
  3.3.3 the gross equivalent of an amount invested by or on behalf of the Participant in Shares within a period set by the Grantor.
     
3.4 Timing of grant
   
  Awards may not be granted at any time after 25 July 2015 and may only be granted within 42 calendar days starting on any of the following:
     
  3.4.1 the date of the Company’s annual general meeting; or
     
  3.4.2 the date of shareholder approval of the Plan or any amendment to it; or
     
  3.4.3 the day after the announcement of the Company’s results through a Regulatory Information Service
for any period; or
     
  3.4.4 any day on which the Committee resolves that exceptional circumstances exist which justify the
grant of Awards; or
     
  3.4.5 any day on which changes to the legislation or regulations affecting employee share plans are announced,
effected or made; or
     
  3.4.6 the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.
   
4 Terms of Awards to be set by Grantor
   
  See also Special Provisions for Directors
4.1 Performance Conditions
   
  4.1.1 . When granting an Award, the Grantor may make its Vesting conditional on the satisfaction of one or more conditions linked to the performance of the Company, as set by the Committee. A Performance Condition must (subject to rule 4.1.2) be objective and specified at the Award Date and may provide that an Award will lapse to the extent it is not satisfied. The purpose of the Performance Condition will be to ensure that the Vesting of Awards is subject to the satisfaction of demanding targets linked to the performance of the Company
   
  4.1.2 A Performance Condition may allow the Committee, having determined the extent to which any objective condition is satisfied, to decide, in its discretion, that the Award will not Vest or will Vest to a lesser extent than that to which the objective condition is satisfied. That decision need not be made on objective grounds.

 

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    4.1.3 In exceptional circumstances, the Grantor, with the approval of the Committee, may waive or change a Performance Condition in accordance with its terms or if anything happens which causes the Grantor and the Committee reasonably to consider it appropriate.
       
4.2 Other conditions
     
  4.2.1 The Grantor, with the approval of the Committee, may set other conditions which are specified at the Award Date and may provide that an Award will lapse to the extent it is not satisfied.
     
  4.2.2 In exceptional circumstances, the Grantor, with the approval of the Committee, may   amend or waive these conditions if anything happens which causes the Committee reasonably to consider it appropriate.
     
4.3 Other terms to be set on grant
   
  When granting an Award, the Grantor will specify:
     
  4.3.1 whether the Award is:
       
    (i) an Award of Forfeitable Shares (see rule 16);
       
    (ii) a Nil-Cost Option (see rule 17);
       
    (iii) a Market Value Option (see rule 17);
       
    (iv) a Conditional Award (see rule 18);
       
    (v) or a combination of these;
     
  4.3.2 subject to rules 7 and 19.3 the number of Shares subject to the Award;
     
  4.3.3 the terms of any Performance Condition or other condition;
     
  4.3.4 the Vesting Date;
     
  4.3.5 whether the Participant is entitled to receive any cash or shares in respect of dividends under rule 17.4 (for Options) or 18.3
(for Conditional Awards);
     
  4.3.6 the Award Date; and
   
  See also Options
  4.3.7 in the case of an Option, the Option Price and the latest date on which the Option will lapse under rule 17.6.4;
     
  4.3.8 which, if any, of the schedules to these rules will apply to the Award.
   
  These terms will be set out in the deed referred to in rule 5.1.
   
5 Form of Awards
   
  See also Forfeitable Shares
5.1 Award certificates
   
  Awards will be granted by deed.
   
        Each Participant will be informed of the terms of his Award (to the extent not set out in the   Plan) as soon as practicable after the Award Date. This may be done by giving the   Participant the deed referred to above (or a copy of it) or in such other manner (including   by electronic means) as the Company may allow.

 

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  An Award of Forfeitable Shares will be subject to the Forfeitable Share Agreement. See rule 16 for more information on how Awards of Forfeitable Shares are granted.
     
5.2 No payment
 
  A Participant is not required to pay for the grant of any Award.
 
5.3 Disclaimer of Award
 
  Any Participant may disclaim all or part of his Award at any time within 90 calendar days after the Award Date by notice in writing to any person nominated by the Grantor. If this happens, the Award will be deemed never to have been granted under the Plan. A Participant is not required to pay for the disclaimer. A notice of disclaimer received on or after the 90th day after the Award Date shall have no effect.
 
6 No transfer of Awards
 
  A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If he does, whether voluntarily or involuntarily, then it will immediately lapse. This rule 6 does not apply:  
 
  (a) to the transmission of an Award on the death of a Participant to his personal representatives; or
 
  (b) to the transfer, assignment or other disposal of an Award, with the prior consent of the Committee, subject to any terms and conditions the Committee imposes.
 
7 Limits on the use of newly issued shares and treasury shares
 
7.1 10 % in 10 years limit
 
  The number of Shares which may be allocated under the Plan on any day must not exceed 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to:
   
  7.1.1 the number of Shares which have been allocated under the Plan in the previous 10 years and
     
  7.1.2 the number of Shares which have been allocated on an all-employee basis, under the Plan and any other employee share plan operated by the Company, in the previous 10 years.
     
7.2 5 % in 10 years limit
     
  The number of Shares which may be allocated under the Plan on any day must not exceed 5  per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been allocated, other than on an all- employee basis, under the Plan and any other employee share plan adopted by the Company, in the previous 10 years.  
     
7.3 Exclusion
     
  7.3.1 Where the right to acquire Shares is released or lapses, the Shares concerned are ignored when calculating the limits in this rule 7.

 

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  7.3.2 Shares allocated in connection with options, restricted shares, stock units or SARs granted under plans operated by AirTouch Communications, Inc prior to the merger between the Company and AirTouch Communications, Inc will be ignored when calculating the limits in this rule 7.
   
7.4 Definitions for this rule 7
       
  7.4.1 For the purposes of this rule 7, Shares are “allocated” if they have been issued or may be issued for the purposes of satisfying an Award. For so long as the Committee considers that it is best practice to count treasury shares for the purposes of the limits in this rule 7, Shares are also “allocated” if they have been or may be transferred out of treasury for the purposes of satisfying Awards.
 
  7.4.2 For the purposes of this rule 7, Shares are allocated on an “all-employee basis” if they are offered or allocated:
 
    (i) by a Member of the Group to all or substantially all employees of that or any other Member of the Group on similar terms; or
 
    (ii) under an all-employee share plan.
 
    For these purposes, Shares may be allocated or offered on similar terms even though the terms on which they are offered or allocated may vary by reference to the employees’ remuneration, age, length of service or the country in which he works.
 
8 Normal Vesting of Awards
 
8.1 Time of vesting
 
  Except where rules 9 or 10 apply, an Award shall Vest on the latest of the following:
 
  8.1.1 the date on which the Committee has determined the extent to which any Performance Condition and other conditions if applicable, are satisfied;
 
  8.1.2 the Vesting Date;
 
  8.1.3 the date on which any Dealing Restriction which prevent Vesting on the dates specified above ceases to apply.
 
8.2 Determination of Performance Condition
 
  As soon as reasonably practicable after the end of the Performance Period, the Committee will determine whether and to what extent any Performance Condition has been satisfied and how many Shares Vest for each Award.
 
8.3 Consequences of Vesting
 
  The consequences of Vesting for each type of Award are set out:
 
  8.3.1 for Forfeitable Shares, in rule 16.7;
 
  8.3.2 for Options in rule 17.5;
 
  8.3.3 for Conditional Awards in rule 18.4.

 

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9 Termination of Employment before Vesting Date and death
 
   
9.1 General rule on Termination of Employment
   
  Unless rule 9.2 applies, a Participant’s Award will lapse on Termination of Employment .
 
  See also special provisions for Spanish employees  
9.2 Termination of Employment in special circumstances
     
  9.2.1 This rule 9.2.1 applies on Termination of Employment 90 calendar days or more after the Award Date by reason of:
               
    (i)   redundancy, ill-health, injury or disability, as established to the satisfaction of the Company or the Participant’s employing company;
       
    (ii) death;
       
    (iii) the Participant’s employing company ceasing to be under the Control of the Company or a Member of the Group;
       
    (iv) a transfer of the undertaking, or the part of the undertaking, in which the Participant works to a person which is neither under the Control of the Company nor a Member of the Group;
       
    (v) retirement in accordance with the terms of a Participant’s contract of employment or early retirement at age 60 or over with the agreement of the Company or the Participant’s employing company;
       
      See also Special Provisions for Directors
    (vi)   any other reason, if the Committee so decides in general or in any particular case.
       
  9.2.2 Where rule 9.2.1 applies, a Participant’s Award will not lapse on Termination of Employment but will Vest on the date of Termination of Employment.
       
  9.2.3 The number of Shares in respect of which the Award Vests under rule 9.2.2 shall be reduced in accordance with the following formula (provided that that number shall not exceed the number of Shares subject to the Award):
       
       
  a ×  b

c
 
       
       
   
where:
       
    a    = the number of Shares subject to the Award;  
       
    b    = the number of complete calendar months from the start of the Performance Period (or, if there is no Performance Condition, from the Award Date) until the date of Termination of Employment;
       
    c    = the number of complete calendar months from the start of the Performance Period (or, if there is no Performance Condition, from the Award Date) until the end of the Performance Period (or if there is no Performance Condition, the Vesting Date).  
       
    The Award shall immediately lapse as to the balance.  

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    Unless the Committee decides otherwise, this rule 9.2.3 shall not apply to any Awards made on an all-employee basis (as defined in rule 7.4.2).
 
       
  9.2.4   Where an Award which is subject to a Performance Condition Vests under rule 9.2.2, the Committee may decide that, in addition to the pro-rata reduction under that rule, it will only Vest to the extent that any Performance Condition is satisfied on the Termination of Employment. Where it does so, the Committee will determine the extent to which the Performance Condition has been satisfied in the manner specified in the Performance Condition or, if this is not specified in the Performance Condition, in such manner as it considers reasonable. The Award will immediately lapse to the extent that the Performance Condition is not satisfied.  
       
    See also Special Provisions for Directors
    However, if the Award Vests under this rule 9.2.4:  
       
    (i) before the end of the financial year in which the Award is made, the Performance Condition will not be applied. Instead, the number of Shares in respect of which the Award Vests shall be determined in accordance with the formula in rule 9.2.3 but “a” in that formula will be 50% of the number of Shares subject to the Award; or  
       
    (ii) after the end of the Performance Period but before the Committee has announced whether or not the Performance Conditions have been satisfied, then the Award will not Vest on Termination of Employment but will Vest in accordance with rule 8.1.  
       
  9.2.5   The Committee must exercise any discretion provided for in rules 9.2.1 to 9.2.4 within 90 calendar days after Termination of Employment and the Award will be deemed to have lapsed or Vested (as appropriate) on the date of Termination of Employment.
 
  9.2.6 The Committee may determine that an Award will not Vest in accordance with 9.2.2 but will continue in effect and Vest or lapse in accordance with its terms (including any Performance Condition but not including this rule 9, (except in so far as it relates to death) and the number of Shares in respect of which it Vests will be reduced in the manner described in rule 9.2.3.
 
10 Takeovers and restructurings
 
10.1 Takeover
     
  10.1.1 Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, an Award will Vest, subject to rule 10.1.3, on the date the person obtains Control but only to the extent that any Performance Condition has been satisfied. The Award will lapse as to the balance.
 
  10.1.2   Where an Award vests under rule 10.1.1, the Committee will determine the extent to which any Performance Condition has been satisfied in the manner specified in the Performance Condition or, if this is not specified in the Performance Condition, in such manner as they consider reasonable. In addition, the Committee may decide that the extent to which an Award will Vest will be further reduced pro rata to reflect the acceleration of Vesting.

 

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  10.1.3 An Award will not Vest under rule 10.1.1 but will be exchanged under rule 11 (Exchange of Awards):
 
    See also Approved Options
    (i) if a Participant accepts an offer to exchange his Award; or
 
    (ii) if the Committee, with the consent of the Acquiring Company, decides, before the person obtains Control, that the Awards will be automatically exchanged;
 
    (iii) if the shareholders of the Acquiring Company, immediately after it has obtained Control, are substantially the same as the shareholders of the Company before it obtained Control.
 
    Rule 10.1.3(iii) will not apply if the Committee considers that there are exceptional circumstances.
   
10.2 Scheme of arrangement
     
  10.2.1   If, under section 425 of the Companies Act 1985, a court sanctions a compromise or arrangement in connection with the acquisition of Shares, an Award will Vest on the date of court sanction but only to the extent that any Performance Condition has been satisfied. The Award will lapse as to the balance. This rule 10.2 also applies where there is an equivalent procedure under any non-UK legislation.
 
  10.2.2 Where an Award vests under rule 10.2.1, the Committee will determine the extent to which any Performance Condition has been satisfied in the manner specified in the Performance Condition or, if this is not specified in the Performance Condition, in such manner as they consider reasonable. In addition, the Committee may decide that the number of Shares in respect of which the Award will Vest will be reduced pro rata to reflect the acceleration of Vesting.
 
  10.2.3       An Award will not Vest under rule 10.2.1 but will be exchanged under rule 11 (Exchange of Awards):
 
    See also Approved Options
    (i) if the Participant accepts an offer to exchange his Award; or
 
    (ii) if the Committee, with the consent of the Acquiring Company, decides before court sanction, that the Awards will be automatically exchanged;
 
    (iii) if the shareholders of the Acquiring Company, immediately after the effective date of the compromise, arrangement or procedure, are substantially the same as the shareholders of the Company before the effective date.
 
    Rule 10.2.3(iii) will not apply if the Committee considers that there are exceptional circumstances.
     
10.3 Demerger or other corporate event
     
  10.3.1 If the Committee becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend) or other transaction not falling within rules 10.1 (Takeover), or 10.2 (Scheme of arrangement) which, in the opinion of the Committee, would affect the current or future value of any Award, the Committee may allow an Award to Vest but only to the extent that any Performance Condition has been satisfied and subject to any other conditions the Committee may decide to impose. The Award will lapse as to the balance.

 

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  10.3.2 Where an Award Vests under rule 10.3.1, the Directors will determine the extent to which any Performance Condition has been satisfied and the proportion of the Award which will Vest in the manner specified in the Performance Condition or, if this is not specified in the Performance Condition, in such manner as they consider reasonable. In addition, the Directors may decide that the number of Shares in respect of which the Award will Vest will be reduced pro rata to reflect the acceleration of Vesting.
 
  10.3.3 The Company will notify any Participant who is affected by the Committee exercising their discretion under this rule 10.3.
       
10.4 Composition of the Committee for this rule 10
       
  In this rule 10, the “Committee” means those people who were members of the remuneration committee of the Company immediately before the change of Control.
       
10.5 Overseas transfer
       
  If a Participant is transferred to work in another country and, as a result of that transfer, he would:
       
  10.5.1 suffer a tax disadvantage in relation to his Awards (this being shown to the satisfaction of the Committee); or
       
  10.5.2 become subject to restrictions on his ability to deal with his Awards or to hold or deal in the Shares or the proceeds of the sale of the Shares acquired on vesting or exercise because of the security laws or exchange control laws of the country to which he is transferred
       
  then, if the Participant continues to hold an office or employment with a Member of the Group, the Committee may decide that the Awards will Vest on a date they choose before or after the transfer takes effect. The Award will Vest to the extent they permit and will not lapse as to the balance.
       
11 Exchange of Awards
       
  See also Approved Options
11.1   Timing of exchange
       
  If an Award is to be exchanged under rule 10 (Takeovers and restructuring) the exchange will take place as soon as practicable after the relevant event.
       
11.2 Terms of exchange
       
  Where a Participant is granted a new award in exchange for an existing Award, the new Award:
       
  11.2.1 must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;
       
  11.2.2   subject to the rest of this rule 11, will be governed by the same terms as applied to the existing Award immediately before exchange;
       
  11.2.3 must be equivalent to the existing Award, subject to rule 11.2.5;
       
  11.2.4 will be treated as having been acquired at the same time as the existing Award and, subject to rule 11.2.5, will Vest in the same manner and at the same time;

 

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  11.2.5 must either:
 
    (i) be subject to a Performance Condition which is, in the opinion of the Committee, equivalent to any Performance Condition applying to the existing Award; or
 
    (ii) not be subject to any Performance Condition but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 10.1, 10.2 or 10.3 (in which case, the Award will lapse as to the balance);
 
  11.2.6       will be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 11.2.1.
 
12 Tax
 
12.1 Withholding of tax
   
  The Company, the Grantor, any employing company or the trustee of any employee benefit trust may withhold such amount and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of an Award. These arrangements may include the sale of Shares on behalf of a Participant or a reduction in number of Shares to which the Participant would otherwise be entitled, unless, in either case, the Participant discharges the liability himself.
 
12.2 Elections to transfer social security liabilities
   
  The Participant must, if required by the Grantor or the Company to do so, enter into any election to transfer the liability to employer social security contributions in respect of an Award. The Grantor shall not be required to issue or transfer any Shares or make any cash payment under the Plan until he does so.
 
13 General
 
13.1 Committee's decisions final and binding
 
  The decision of the Committee on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.
 
13.2 Documents sent to shareholders
 
  The Company may send to Participants copies of any documents or notices normally sent to the holders of its Shares at or around the same time as issuing them to the holders of its Shares.
 
13.3 Regulations
 
  The Committee can make or vary regulations for the administration and operation of the Plan but these must be consistent with its rules.

 

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13.4 Terms of employment
 
  13.4.1 For the purposes of this rule 13.4, “ Employee ” means any person who is or will be eligible to be a Participant or any other person.
 
  13.4.2 This rule 13.4 applies:
 
    (i) whether the Company has full discretion in the operation of the Plan, or whether the Company could be regarded as being subject to any obligations in the operation of the Plan;
 
    (ii) during an Employee’s employment or employment relationship; and
 
    (iii) after the termination of an Employee’s employment or employment relationship, whether the termination is lawful or unlawful.
 
  13.4.3 Nothing in the rules or the operation of the Plan forms part of the contract of employment or employment relationship of an Employee. The rights and obligations arising from the employment relationship between the Employee and the Company are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment or a continued employment relationship.
 
  13.4.4 The grant of Awards on a particular basis in any year does not create any right to or expectation of the grant of Awards on the same basis, or at all, in any future year.
 
  13.4.5 No Employee is entitled to participate in the Plan, or be considered for participation in it, at a particular level or at all. Participation in one operation of the Plan does not imply any right to participate, or to be considered for participation in any later operation of the Plan.
 
  13.4.6 Without prejudice to an Employee’s right in respect of an Award subject to and in accordance with the express terms of the Plan and the Performance Condition, no Employee has any rights in respect of the exercise or omission to exercise any discretion, or the making or omission to make any decision, relating to the Award. Any and all discretions, decisions or omissions relating to the Award may operate to the disadvantage of the Employee, even if this could be regarded as capricious or unreasonable, or could be regarded as in breach of any implied term between the Employee and his employer, including any implied duty of trust and confidence. Any such implied term is excluded and overridden by this rule 13.4.
 
  13.4.7 No Employee has any right to compensation for any loss in relation to the Plan, including:
 
    (i) any loss or reduction of any rights or expectations under the Plan in any circumstances or for any reason (including lawful or unlawful termination of employment or the employment relationship);
 
    (ii) any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision;
 
    (iii) the operation, suspension, termination or amendment of the Plan.
 
  13.4.8 Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of its rules, including in particular this rule 13.4. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to acquire shares subject to and in accordance with the express terms of the Plan and the Performance Condition, in consideration for, and as a condition of, the grant of an Award under the Plan.

 

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General terms

 

  13.4.9 Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.
 
  13.4.10 Each of the provisions of this rule 13.4 is entirely separate and independent from each of the other provisions. If any provision is found to be invalid then it will be deemed never to have been part of these rules and to the extent that it is possible to do so, this will not affect the validity or enforceability of any of the remaining provisions.
     
13.5 Employee trust
 
  Subject to rule 13.6, the Company and any Subsidiary of the Company may provide money to the trustee of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by Section 153 of the Companies Act 1985.
 
13.6 Satisfying Awards to employees of JV Companies
 
  Notwithstanding the terms of any Award or any other term of the Plan, no Award made to an employee of a JV Company shall be satisfied in any way which would involve the Company or any Subsidiary giving financial assistance (as defined in Chapter VI of Part V of the Companies Act 1985) directly or indirectly for the purpose of satisfying the Award, unless that financial assistance is permitted under UK legislation at that time.
 
13.7 Data protection
 
  By participating in the Plan the Participant consents to the holding and processing of personal data provided by the Participant to the Company or a Member of the Group for all purposes relating to the operation of the Plan. These include, but are not limited to:
 
  13.7.1 administering and maintaining Participant records;
 
  13.7.2 providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;
 
  13.7.3 providing information to future purchasers of the Company or the business in which the Participant works;
 
  13.7.4 transferring information about the Participant to a country or territory outside the European Economic Area.
 
13.8 Consents
 
  All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in the United Kingdom or elsewhere. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

 

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General terms

 

13.9 Articles of association
 
  Any Shares acquired under the Plan are subject to the articles of association of the Company from time to time in force.
 
13.10 Rights attaching to Shares
 
  Shares issued on Vesting or exercise of an Award will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred, including transferred out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.
 
13.11 Listing of Shares
 
  If and so long as the Shares are listed on the Official List of the UK Listing Authority and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.
 
13.12 Notices
 
  13.12.1 Any notice or other document which has to be given to a person who is or will be eligible to be a Participant under or in connection with the Plan may be:
 
    (i) delivered or sent by post to him at his home address according to the records of his employing company or such other address as the Company or a Member of the Group considers appropriate; or
 
    (ii) sent by e-mail or fax to any e-mail address or fax number which according to the records of his employing company is used by him;
 
    (iii) given by any other electronic means (including the updating of a personalised web-page) allowed by the Company.
 
  13.12.2 Any notice or other document which has to be given to the Company or other duly appointed agent under or in connection with the Plan may be delivered or sent by post to it at its registered office (or such other place as the Committee or duly appointed agent may from time to time decide and notify to Participants) or sent by e-mail or fax to any e-mail address or fax number notified to the Participant.
 
  Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by e-mail or fax, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.
 
14       Changing the Plan and termination
 
  The Committee may amend the Plan by resolution. But no amendment which would be to the advantage of present or future Participants may be made without prior approval of the Company in general meeting to the provisions relating to eligibility, overall limits, maximum individual entitlement or the adjustment of Awards following a variation of share capital, except for minor amendments to benefit the administration of the Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or any Member of the Group or in accordance with rule 4.1.3 or 4.2.2.

 

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General terms

 

  The Committee may give written notice (by electronic means or otherwise) of any changes made to any Participant affected.
 
15 Governing law and jurisdiction
 
  English law governs the Plan and all Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

 

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Forfeitable Shares

 

16 Special terms for Forfeitable Shares
 
16.1 Granting an Award of Forfeitable Shares
 
  A Participant who is granted an Award of Forfeitable Shares must enter into an agreement with the Grantor that:
 
  16.1.1 to the extent that the Award lapses under the Plan, the Shares will forfeited and he will immediately transfer his interest in the Shares to the Grantor or as the Grantor may direct, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor; and
 
  16.1.2 he will not transfer, assign or dispose of any Forfeitable Shares or any rights in respect of them before Vesting and if he does his Award will lapse except in the case of:
 
    (i) the transmission of his Forfeitable Shares on his death to his personal representatives; or
 
    (ii) the transfer, assignment or other disposal of his Forfeitable Shares, with the prior consent of the Committee, subject to any terms and conditions the Committee may impose.
 
  The Participant must also sign any other documentation, including a power of attorney or blank stock transfer form, requested by the Grantor.
 
  If he does not sign the Forfeitable Share Agreement or any other documents requested by the Grantor within a period specified by the Grantor, the Award will lapse at the end of that period.
 
16.2 Transfer of shares on Award
 
  On or after the grant of an Award of Forfeitable Shares, the Grantor will procure that the relevant number of Shares are transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan.
 
16.3 Tax elections
 
  The Participant must enter into any elections in relation to Forfeitable Shares required by the Grantor or the Company, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If he does not do so within a period specified by the Grantor or the Company, the Award will lapse at the end of that period.
 
16.4 Retention of share certificates
 
  The Grantor or the Company may retain the share certificates or other documents of title relating to any Forfeitable Shares until an Award of Forfeitable Shares Vests.
 
16.5 Voting and dividends
 
  Except to the extent specified in the Forfeitable Share Agreement, the Participant will be entitled to vote (or instruct any person holding the Forfeitable Shares on his behalf how to vote) and to receive dividends and will have all other rights of a shareholder in respect of Forfeitable Shares where the record date for the right falls on or after the date on which the Forfeitable Shares are issued or transferred to him.

 

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Forfeitable Shares

 

16.6 Variations in share capital, rights issues, demergers etc
 
  If there is:
 
  16.6.1 a variation in the equity share capital of the Company, including a capitalisation, sub-division, consolidation or reduction of share capital; or
 
  16.6.2 a rights issue; or
 
  16.6.3 a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or
 
  16.6.4 a special dividend or distribution,
 
  the Participant will, subject to the Forfeitable Share Agreement, have the same rights as any other shareholder in respect of his Forfeitable Shares. Any shares, securities or rights allotted to a Participant as a result of such an event shall be:
 
  16.6.5 treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and
 
  16.6.6 subject to the rules of the Plan and the terms of the Forfeitable Share Agreement.
 
  However, securities bought by a Participant pursuant to a rights issue will not be treated as described in rules 16.6.5 and 16.6.6 except to the extent they are bought using the proceeds of sale of rights under that rights issue.
 
16.7 Consequences of Vesting for Forfeitable Shares
 
  To the extent that an Award of Forfeitable Shares Vests, the Forfeitable Share Agreement will cease to apply to the Shares. If the Shares are held by any person for the benefit of the Participant, that person may transfer the Shares to or to the order of the Participant.
 
16.8 Consequences of lapse for Forfeitable Shares
 
  To the extent that an Award of Forfeitable Shares lapses, the Participant shall transfer his interest in the Shares as described in the Forfeitable Share Agreement.

 

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Options

 

17 Special terms for Options
 
17.1 Option Price
 
  The Option Price of an Option shall be set by the Grantor at the date of Award and:
 
  17.1.1 in the case of a Nil-Cost Option, may be zero or any other amount;
 
  17.1.2 in the case of a Market Value Option over Shares, shall not be less than:
 
    See also special provisions for US employees
    (i) the closing middle market quotation of a Share (taken from the Daily Official List of the London Stock Exchange) on the Business Day immediately preceding the Award Date; or
 
    (ii) if the Committee so decides, the average of the closing middle market quotations of a Share (taken from the Daily Official List of the London Stock Exchange) over the 5 Business Days before the Award Date.
 
  See also special terms for Italian optionholders
  17.1.3 in the case of a Market Value Option over ADSs shall not be less than the closing price of an ADS on the New York Stock Exchange on or averaged over the period specified in rule 17.1.2; or
 
  17.1.4 in the case of a Market Value Option which is intended to qualify for any favourable tax treatment, may be determined in accordance with any other formula related to the Market Value of a Share or an ADS which will enable the Option to qualify for that favourable tax treatment.
 
  See also Approved Options
17.2 Variations in share capital, demergers and special distributions
 
  If there is:
 
  17.2.1 a variation in the equity share capital of the Company, including a capitalisation, sub-division, consolidation or reduction of share capital; or
 
  17.2.2 a rights issue; or
 
  17.2.3 a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or
 
  17.2.4 a special dividend or distribution;
     
  the Committee may:
     
  17.2.5 adjust the number of type of shares or securities comprised in an Option; and/or
 
  17.2.6 adjust the Option Price; and/or
 
  17.2.7 change of identity of the Company or Companies whose Shares are subject to the Option.
     
  This may include retrospective adjustments.
     
  The Option Price of a Market Value Option to subscribe for Shares may be adjusted to a price less than nominal value only if the Committee resolves to capitalise the reserves of the Company, subject to any necessary conditions. This capitalisation will be of an amount equal to the difference between the adjusted Option Price payable for the Shares to be issued on exercise and the nominal value of such Shares on the date of allotment of the Shares. If, at the time of exercise, the Committee does not resolve to capitalise the reserves of the Company for this purpose then the adjustment under this rule 17.2 will be deemed not to have taken place.

 

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Options

 

17.3 Voting and dividends
 
  A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Option until the Shares are issued or transferred to the Participant.
 
17.4 Dividend equivalent
 
  An Option may include the right (subject to rule 12 (Tax)) to receive cash or Shares (as determined by the Grantor) equal in value to the amount per Share of any dividend the record date for which falls between the Award Date and the date of exercise and multiplied by the number of Shares subject to the Option. These payments may be made:
 
  17.4.1 to the extent only and as soon as practicable after the Option is exercised; or
 
  17.4.2 as soon as practicable after the relevant dividend is paid.
 
  Unless otherwise specified at the Award Date, the amount paid will be calculated on the basis of the amount paid to an individual shareholder who is resident and domiciled in the UK for all tax purposes.
 
17.5 Consequences of Vesting for Options
 
  A Participant may exercise an Option, to the extent it has Vested, at any time after it has Vested.
 
17.6 Periods for exercise of Options
 
  Subject to rule 17.7, an Option which has Vested will be exercisable:
 
  17.6.1 where it has Vested as a result of the Participant ceasing to be an employee (see rule 9), for twelve months from the date of Termination of Employment;
 
  17.6.2 where it has Vested as a result of the Participant’s death (see rule 9.2.1(ii)), for 12 months from his death;
 
  See also Approved Options
  17.6.3 where the Option has Vested under rule 10 (e.g. as a result of a takeover or reconstruction), for six months from the date of Vesting or, if earlier, the date six weeks after the date on which a notice to acquire Shares under section 429 of the Companies Act 1985 or any other equivalent local legislation is first served; and
     
  17.6.4 in all other cases for six months from the date of Vesting of a Nil-Cost Option or for 10 years after the Award Date of a Market Value Option (or such shorter period as the Committee may specify on grant).
     
17.7 Lapse of Options
     
  An Option will lapse at the end of any exercise period specified in rule 17.6.
     
  For the avoidance of doubt:
     
  17.7.1 an Option can lapse under rule 9.1 even though it may have previously Vested;

 

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Options

 

  17.7.2 in the event of any conflict, the provision of these rules (including any schedules) which results in the Option ceasing to be exercisable or lapsing earliest shall take precedence.
   
17.8 Manner of exercise
 
  Options must be exercised by notice in writing or in a form specified by the Company and delivered to the Company or other duly appointed agent or by telephone or by other electronic means approved by the Company. The notice of exercise of the Option must be completed, signed (in manuscript or in any other form that may be specified by the Company) by the Participant or by his appointed agent, and must be accompanied by:
 
  17.8.1 the relevant option certificate (if required by the Company); and
 
  17.8.2 correct payment in full of the Option Price for the number of Shares being acquired or details of arrangements agreed between the Participant and the Company made for the payment of the Option Price for the number of Shares being acquired.
 
17.9 Issue or transfer of Shares after exercise
 
  Subject to rule 12 and 18.5, Shares will be issued or transferred (from treasury or otherwise) to or to the order of the Participant within 30 calendar days of the date of receipt of payment of the Option Price and the documents required under rule 17.8.
 
  However, if the issue or transfer is prevented by any Dealing Restrictions, the Shares will be issued or transferred as soon as is practicable following the lifting of the Dealing Restrictions.
 
See also Approved Options
17.10 Other ways of satisfying an Option (e.g. SARs)
 
  The Grantor, subject to the approval of the Committee, may decide to satisfy an Option by:
     
  See also special provisions for US employees
  17.10.1 paying (subject to rule 12 (Tax)) a cash amount which is equal to the amount by which the market value of the Shares in respect of which the Option is exercised, as at date of exercise, exceeds the Option Price; or
 
  17.10.2 procuring the issue or transfer of Shares to the value of the cash amount specified above.
 
    If the Committee does this, the Participant need not pay the Option Price or, if he has paid it, the Company will repay it to him.
 
    The Grantor may determine that Awards will be satisfied in cash at the Award Date or at any time subsequently.

 

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Conditional Awards

 

18 Special terms for Conditional Awards
 
18.1 Variations in share capital, demergers and special distributions
 
  If there is:
 
  18.1.1 a variation in the equity share capital of the Company, including a capitalisation, sub-division, consolidation or reduction of share capital; or
 
  18.1.2 a rights issue; or
 
  18.1.3 a demerger (in whatever form) or exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988; or
 
  18.1.4 a special dividend or distribution;
 
  The Committee may:
 
  18.1.5 adjust the number of type of shares or securities comprised in a Conditional Award; and/or
 
  18.1.6 change of identity of the company or companies whose shares are subject to the Option.
 
  This may include retrospective adjustments.
 
18.2 Voting and dividends
 
  A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to a Conditional Award until the Shares are issued or transferred to the Participant.
 
18.3 Dividend equivalent
 
  A Conditional Award may include the right (subject to rule 12 (Tax)) to receive cash or Shares (as determined by the Grantor) equal in value to the amount per Share of any dividend the record date for which falls between the Award Date and the date of Vesting and multiplied by the number of Shares subject to the Conditional Award. These payments may be made:
 
  18.3.1 to the extent only and as soon as practicable after the Conditional Award Vests; or
 
  18.3.2 as soon as practicable after the relevant dividend is paid.
 
  Unless otherwise specified at the Award Date, the amount paid will be calculated on the basis of the amount paid to an individual shareholder who is resident and domiciled in the UK for all tax purposes.
 
18.4 Consequences of Vesting for Conditional Awards
 
  Subject to rule 12 and 18.5, Shares will be issued or transferred (from treasury or otherwise) to or to the order of the Participant within 30 calendar days of the date of Vesting of a Conditional Award.
 
  However, if the issue or transfer is prevented by any Dealing Restrictions, the Shares will be issued or transferred as soon as is practicable following the lifting of the Dealing Restrictions.

 

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Conditional Awards

 

18.5 Cash alternative
   
  The Grantor, subject to the approval of the Committee, may decide to satisfy a Conditional Award by paying (subject to rule 12 (Tax)) a cash amount equal to the market value of the Shares subject to the Conditional Award.

 

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Special Provisions for Directors

19 Special provisions for Directors
     
  This rule 19 applies, notwithstanding anything else in the rules or any schedule, to any Award made to a person who, on the Award Date, is a Director.
 
19.1 No Awards to Directors nearing retirement
 
  An Award may not be granted to a Director who is within six months of his normal or anticipated retirement date.
 
19.2 Performance Conditions for all Awards to Directors
 
  Except where the Award was made on an all-employee basis (as defined in rule 7.4.2), the Grantor shall always make Vesting of an Award granted to a Director conditional on the satisfaction of one or more conditions linked to the performance of the Company as described in rule 4.1.
 
19.3 Individual limits for Directors
 
  To ensure that there is strong linkage between pay and performance, the majority of the Directors total remuneration is delivered by performance linked incentive plans. Except where the Committee determines that exceptional circumstances apply in the case of a significant recruit the maximum Expected Value of all Awards made to a Director in any financial year shall not exceed 400% of base salary as at the Award Date.
 
  Awards shall be excluded from the calculations under this rule 19.3 if they are made on an all-employee basis within the meaning of rule 7.4.2.
 
19.4 Vesting on leaving employment
 
  Where a Director’s Award is to Vest because rule 9.2.1 (Termination of Employment in special circumstances) applies, the Award will only Vest to the extent that the Performance Condition is satisfied on the date of Termination of Employment (as described in rule 9.2.4) and will lapse as to the balance.
 
  For the avoidance of doubt:
 
  19.4.1 the number of Shares in respect of which the Award Vests will also be reduced in accordance with rule 9.2.3; and
 
  19.4.2 the Committee may determine that the Award will not Vest but will continue in effect in accordance with rule 9.2.6.

 

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Schedule 1
United Kingdom – Tax-Favoured Options

  The Grantor may designate any Market Value Option (which is not capable of satisfaction as a SAR or in cash) as an Approved Option. If it does, the provisions of the rules relating the Market Value Options will apply to the Approved Option, subject to this Schedule. No other types of Awards may be designated as Approved Options under this Schedule.
   
  The terms of Approved Options have been approved by the Inland Revenue under Schedule 4 of ITEPA under reference number [     ] .
   
1 Eligibility to be granted Approved Options
 
  Approved Options may only be granted to an employee of:
 
1.1 the Company;
 
1.2 Subsidiary;
 
1.3 any jointly-owned company (within the meaning of paragraph 34 ITEPA) designated by the Committee; or
 
1.4 any other entity designated by the Committee and agreed by the Inland Revenue, and cannot be granted to anybody who is:
   
1.5 excluded from participation because of paragraph 9 of ITEPA (material interest provisions); or
 
1.6 a director who is required to work less than 25 hours a week (excluding meal breaks) for the Company.
 
2 Shares subject to an Approved Option
 
  The Shares subject to an Approved Option must satisfy paragraphs 16 to 20 of ITEPA. If they cease to satisfy paragraphs 16 to 20 of ITEPA and the Committee notify the Inland Revenue that they wish the terms of Approved Options to be disapproved, the definition of the Option will continue in effect but the Option will cease to be an Approved Option and will be treated, for the purposes of the rules, as a Market Value Option.
 
3 Individual limit on Approved Options
 
  The Committee must not grant an Approved Option to an Eligible Employee which would cause the aggregate market value of:
 
3.1 the Shares subject to that Approved Option; and
 
3.2 the Shares which he may acquire on exercising other Approved Options; and
 
3.3 the shares which he may acquire on exercising his options under any other Inland Revenue approved discretionary scheme established by the Company or by any of its associated companies (as defined in paragraph 35 of ITEPA)
 
  to exceed the amount permitted under paragraph 6(1) of ITEPA (currently £30,000). For the purposes of this paragraph, market value is calculated as at the date of grant of the options as described in the relevant plan rules.

 

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  If the Committee tries to grant an Approved Option which is inconsistent with this paragraph 3, the Approved Option will be limited and will take effect from the Award Date on a basis consistent with that rule.
       
4 Transferring Approved Options
 
  An Approved Option cannot be transferred, assigned or otherwise disposed of, except on the transmission of the Approved Option on the death of a Participant to his personal representatives.
 
5 Variations in share capital, demergers and special distributions
 
5.1 Adjustments may not be made to Approved Options under rule 17.2 where there is a demerger (in whatever form), an exempt distribution by virtue of Section 213 of the Income and Corporation Taxes Act 1988 or a special dividend or distribution.
 
5.2 The Committee cannot treat an Approved Option as being over shares in any other company under rule 17.2.
 
5.3 No adjustment of Approved Options may be made under rule 17.2 without the prior approval of the Inland Revenue.
 
6 Restrictions on exercise of an Approved Option
 
  A Participant may not exercise an Approved Option while he is excluded from being granted an Approved Option under paragraph 9 of ITEPA (material interest provisions).
 
7 Specified Age and redundancy
 
  For the purposes of paragraph 35A of ITEPA, the specified age is 55 and redundancy, for the purposes of rule 9.2.1(i), has the meaning given to that term by the Employment Rights Act 1996.
 
8 Death
 
  If the Participant dies, the Approved Option may be exercised by his personal representatives within 12 months after his death, after which it will lapse.
 
9 Discretion on exercise and lapse of Approved Options
 
9.1 The Committee may extend the period during which an Approved Option may be exercised where it has Vested as a result of the Participant ceasing to be an employee (see rule 9) up to 42 months from the Award Date.
 
9.2 If the Committee exercise any discretion under rules 9 or 10 in relation to an Approved Option or under paragraph 9.1 above, they must do so fairly and reasonably.
 
10 Exchange of Approved Options
 
10.1 If Inland Revenue approval of the terms of Approved Options is to be maintained, Approved Options can only be exchanged, as described in rule 11, if the Acquiring Company:
 
  10.1.1 obtains Control of the Company as a result of making a general offer to acquire:
 
    (i) the whole of the issued ordinary share capital of the Company (other than that which is already owned by it and its subsidiary or holding company) made on a condition such that, if satisfied, the Acquiring Company will have Control of the Company; or

 

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    (ii) all the Shares (or all those Shares not already owned by the Acquiring Company or its subsidiary or holding company); or
       
      10.1.2 obtains Control of the Company under a compromise or arrangement sanctioned by the court under Section 425 of the Companies Act 1985 or other local sanction procedure which the Inland Revenue agrees is equivalent; or
 
    10.1.3   becomes bound or entitled to acquire Shares under Sections 428 to 430F of the Companies Act 1985 or other local legislation which the Inland Revenue agrees is equivalent.
 
10.2 Approved Options must be exchanged within the period referred to in paragraph 26(2) of ITEPA and with the agreement of the company offering the exchange.
 
10.3 The new Award will be in respect of shares which satisfy the conditions of paragraph 27(4) of ITEPA, in a body corporate falling within paragraph 16(b) or (c) of ITEPA).
 
11 Takeovers and Restructurings
 
11.1 Rules 10.1.3(ii) and 10.2.3(ii) do not apply.
 
11.2 The words “subject to any other conditions the Committee may decide to impose” in rule 10.3.1 do not apply.
 
12 Cash alternative
 
  Rule 17.10 does not permit any cash amount to be made on exercise of an Approved Option.
 
13 Changing the terms of Approved Options
 
13.1 The Committee need not obtain the approval of the Company in general meeting for any minor changes which are necessary or desirable in order to obtain or maintain Inland Revenue approval for the terms of Approved Options under ITEPA any other enactment.
 
13.2 If Inland Revenue approval of the terms of Approved Options is to be maintained, any change to the Plan under rule 14 which requires Inland Revenue approval and which is made after it has been approved under ITEPA will only have effect when it is approved by the Inland Revenue.

 

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Italy

 

Schedule 2

Option Price for Options granted to Italian employees

The Option Price for a Market Value Option granted to any employee who may be subject to tax in Italy may, if the Committee so decides, be the average closing middle market quotation of a Share (as derived from the Official List of the London Stock Exchange) over the 30 calendar days preceding and including the Award Date or such other price determined by the Directors so as to ensure that such employee does not suffer a tax disadvantage.

 

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United States

Schedule 3

Special provisions for US employees

1 Awards are intended not to constitute “non-qualified deferred compensation” within the meaning of Section 409A of the US Internal Revenue Code of 1986, as amended (the “ Code ”).
 
2 However, notwithstanding anything to the contrary in the Plan or the grant of any Award, if and to the extent the Committee shall determine that the terms of the grant, substitution or exercise of any Award may result in the failure of the such Award to comply with the requirements of Section 409A of the Code, or any applicable regulations or guidance promulgated by the US Secretary of the Treasury in connection therewith, the Committee shall have authority to take such action, in its sole discretion, to amend, modify, cancel or terminate the Plan or any grant of any Award as it deems necessary or advisable either for the Awards to be exempt from the application of Section 409A of the Code or to satisfy the requirements of Section 409A of the Code, including adding conditions with respect to the Vesting of the Awards, irrespective of the adverse affect of such action on and without the consent of any Participant.
 
3 The following rules shall not apply to any Award if the Committee determines that the application of those rules would or could cause the Award to become subject to Section 409A of the Code:
 
3.1 rule 17.1.2(i) (which relates to the Option Price); and
 
3.2 rule 17.10.1 (which allows for an Option to be cashed out).
 
4 If the disposition of Shares acquired pursuant to any Award is not covered by a then current registration statement under the Securities Act and is not otherwise exempt from such registration, such Shares shall be restricted against transfer to the extent required under the Securities Act of 1933, and the Committee may require any person receiving Shares pursuant to an Award, as a condition precedent to receipt of such Shares, to represent to the Company in writing that the Shares acquired by such individual are acquired for investment only and not with a view to distribution and that such Shares will be disposed of only if registered for sale under the Securities Act of 1933 or if there is an available exemption for such disposition.
 
5 Notwithstanding anything else in the Plan, the Company shall not be required to take any action which it, in its discretion, considers could reasonably be deemed to result in a violation of Section 13(k) of the US Securities Exchange Act of 1934, as amended.

 

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United States – tax-favoured options

 

Schedule 4

United States – Tax-favoured options

  The Grantor may, on the Award Date, designate any Market Value Option as an Incentive Stock Option within the meaning of Section 422 of the Code (an “ISO” ). If it does so, the provisions of the rules relating the Market Value Options will apply to the ISO, subject to this Schedule.
   
1 Definitions
 
  “Code” means the United States of America Internal Revenue Code of 1986, as amended;
 
  “Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months;
 
  “Subsidiary Corporation” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of the Option, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50 per cent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain;
 
2 Eligibility to be granted ISOs
 
  An ISO may only be granted to an Eligible Employee who is:
 
2.1 is an employee of the Company or a Subsidiary Corporation; and
 
2.2 on the Award Date is not within 2 years of his normal retirement date.
 
3 Exercise period for ISOs
 
  Notwithstanding anything in the rules, an ISO will lapse, at the latest, 10 years (or five years, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) after the Award Date.
 
4 Individual Limit on ISOs
 
  To the extent that the aggregate Market Value (determined as of the Award Date) of the Shares subject to ISOs held by any Participant which first Vest during any calendar year under the Plan (or any of the stock option plan required to be taken into account under Section 422(d) of the Code) exceeds US$100,000, the portion of such grant that exceeds US$100,000 shall not be an ISO but shall continue in effect as a Market Value Option governed by the rules, not including this Schedule.
 
5 Option Price for an ISO
 
  The Option Price of an ISO will not be less than 100% (or 110%, in the case of an individual described in Section 422(b)(6) of the Code (relating to certain 10% owners)) of the Market Value of a Share on the date the ISO is granted.
 
6 Overall limit on number of ISOs
 
  The aggregate number of Shares subject to ISOs will not exceed the lower of the limits set out in rule 7 and 63,000,000 Shares. The Committee may make such adjustments as it sees fit to this limit to take account of any transaction described in rules 10.3, 16.6, 17.2 or 18.1 (which deal with demergers, rights issues and variations in capital).

 

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United States – tax-favoured options

 

7 Transferring ISOs
 
  An ISO may not be transferred, assigned or otherwise disposed of other than by will or the laws of descent and distribution and, during the lifetime of such individual, must not be exercisable by any other person.
 
8 Holding requirement
 
  If a Participant disposes of Shares acquired upon exercise of an ISO in a “disqualifying disposition” within the meaning of Section 422 of the Code less than:
 
8.1 two years after the Award Date of the ISO; or
 
8.2 one year from the issue or transfer of Shares to the Participant on exercise,
 
  or in any other disqualifying disposition within the meaning of Section 422 of the Code, the Participant shall notify the Company in writing as soon as practicable of the date and terms of such disposition. Rule 12 (Tax) will apply to any resulting federal, state or local tax or social security contributions.
 
9 Disability
 
  A Participant’s ISO will lapse 12 months after the Participant’s Termination of Employment by reason of his Disability.
 
10 Governing law
 
  English law governs the ISOs and their construction but ISOs will be construed in accordance with the provisions of Section 422 of the Code so as to preserve their status as Incentive Stock Options.
 
11 Failure to comply with the Code in relation to an ISO
 
  To the extent that an ISO fails to meet any of the requirements of Section 422 of the Code, it shall cease to be an ISO but shall, from the date of the failure, continue in effect as a Market Value Option governed by the rules, not including this Schedule.

 

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Exhibit 4.16


Dated 13 October 2004

 

 

 

 


VODAFONE GROUP PUBLIC LIMITED COMPANY

and

ANDREW NIGEL HALFORD

 

 

 

 

 

 

 

SERVICE AGREEMENT


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This agreement is made on 13 October 2004 between

(1) VODAFONE GROUP PUBLIC LIMITED COMPANY incorporated in the UK with registered number 1833679 whose registered office is at Vodafone House, The Connection, Newbury, Berkshire RG14 2FN (the “ Company ”); and
 
(2) ANDREW NIGEL HALFORD of 303 Lafayette Avenue, Chatham, New Jersey USA 07928 (the “ Executive ”).
 

This agreement records the terms on which the Executive will serve the Company.

1 Interpretation
 
  In this agreement (and any schedules to it):
 
1.1 Definitions
 
  Board ” means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative for the purposes of this agreement;
 
  Employment ” means the employment governed by this agreement;
 
  Group ” means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 20% of the voting shares (where “ Subsidiary ” has the meaning given to it by Section 736 of the Companies Act 1985);
 
  Group Company ” means a member of the Group and “ Group Companies ” will be interpreted accordingly;
 
  Listing Rules ” means the Listing Rules made by the UK Listing Authority under section 74 of the Financial Services and Markets Act 2000;
 
  Remuneration Committee” means the Remuneration Committee of the Board from time to time;
 
  Termination Date ” means the date on which the Employment terminates; and
 
  UK Listing Authority ” means the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000.
 
2 Commencement of Employment
 
2.1 The Employment will start on 1 December, 2004 provided the condition set out in clause 2.3 is satisfied, or such later date as the condition is satisfied (the “ Commencement Date ”). The Employment will continue until termination in accordance with the provisions of this agreement.
 
2.2 The Executive warrants that he is not prevented from taking up the Employment or from performing his duties in accordance with the terms of this agreement by any obligation or duty owed to any other party, whether contractual or otherwise.
 
2.3 The commencement of the Employment is conditional upon the Executive being released from his current role with Verizon Wireless.

 

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3 Appointment and Duties of the Executive
 
3.1 From the Commencement Date the Executive will serve as Group Financial Director Designate and from the conclusion of the Company's Annual General Meeting in July 2005 as Group Financial Director, at which time he will also be appointed to the Board.
 
3.2 The Executive will:
 
  3.2.1 devote the whole of his working time, attention and skill to the Employment;
 
  3.2.2 fulfil with due diligence and to the best of his ability the obligations incumbent upon him pursuant to his appointment;
 
  3.2.3 accept any offices or directorships as reasonably required by the Board;
 
  3.2.4 comply with all rules and regulations issued by the Company;
 
  3.2.5 obey the lawful directions of the Board; and
 
  3.2.6 promote the interests and reputation of the Group.
 
3.3 The Executive accepts that, subject always to his consent, the Company may require him to perform duties for any other Group Company whether for the whole or part of his working time. The Company will remain responsible for the payments and benefits he is entitled to receive under this agreement.
 
3.4 The Executive will promptly disclose to the Board full details of any wrongdoing by any employee of any Group Company where that wrongdoing is material to that employee’s employment by the relevant company or to the interests or reputation of any Group Company.
 
3.5 At any time during the Employment the Company may require the Executive to undergo a medical examination, related to the performance of the Executive’s role, by a medical practitioner appointed by the Company. The Executive authorises that medical practitioner to disclose to the Company any report or test results prepared or obtained as a result of that examination which are relevant to the Employment and to discuss with it any matters arising out of the examination which are relevant to the Employment or which might prevent the Executive properly performing the duties of the Employment.
 
4 Hours
 
4.1 The Executive and the Company agree that the Executive is a managing executive for the purposes of the Working Time Regulations 1998 (the “ Regulations ”) and is able to determine the duration of his working time himself. As such, the exemptions in Regulation 20 of the Regulations will apply to the Employment.  
 
5 Interests of the Executive
 
5.1 The Executive will disclose promptly in writing to the Board all his interests (for example, shareholdings or directorships) in any businesses whether or not of a commercial or business nature except his interests in any Group Company. The Executive’s interests at the date of this agreement are set out in Schedule 1.
 
5.2 Subject to clause 5.3, during the Employment the Executive will not be directly or indirectly engaged or concerned in the conduct of any activity which is similar to or competes with any activity carried on by any Group Company except as a representative of the Company or with the written consent of the Board.

 

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5.3 The Executive may not hold or be interested in investments which amount to more than five per cent of the issued investments of any class of any one company whose investments are listed or quoted on any recognised Stock Exchange or dealt in on the Alternative Investments Market.
 
5.4 The Executive may serve as a non-executive director of not more than one non-Group company quoted on a recognised Stock Exchange.
 
5.5 The Executive will (and will procure that his spouse and dependent children) comply with all rules of law, including Part V of the Criminal Justice Act 1993, the Model Code as set out in the appendix to Chapter 16 of the Listing Rules as amended from time to time and rules or policies applicable to the Company from time to time in relation to the holding or trading of securities.
 
6 Location
 
6.1 The Executive will work at the principal office of the Company or anywhere else within the United Kingdom required by the Board. He may be required to travel and work outside the United Kingdom from time to time.
 
7 Salary and Benefits
 
7.1 From the Commencement Date the Company will pay the Executive a salary of £400,000 per annum and from the date of his appointment as Group Financial Director and as a member of the Board a salary of £475,000 per annum. Salary will be paid monthly in arrears by bank credit transfer on or about the 28 th day of each month. Salary will be reviewed annually (the first such review to take place in 2006) and the revised salary, if different, will take effect from 1 July.
 
7.2 The salary referred to in clause 7.1 includes director’s fees from the Group Companies and any other companies in which the Executive is required to accept a directorship under the terms of this Employment. To achieve this:
 
  7.2.1 the Executive will repay any fees he receives to the Company; or
 
  7.2.2 his salary will be reduced by the amount of those fees; or
 
  7.2.3 a combination of the methods set out in clauses 7.2.1 and 7.2.2 will be applied.
 
  References to fees in clause 7.2 exclude any fees received as a result of a directorship held in accordance with clause 5.4.
 
7.3 In addition to the remuneration referred to in clause 7.1 above, the Executive will be entitled to participate in short-term and long-term incentive plans and schemes in accordance with the Company’s executive remuneration policy as determined by the Remuneration Committee and approved by the Company’s shareholders in general meeting from time to time.
 
7.4 To assist in the performance of his duties under this agreement the Executive will, during the continuance of the Employment be entitled to the benefits of the UK car policy as applicable to directors of the Company from time to time, a copy of which policy has been provided to the Executive.

 

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7.5 The Executive may choose to be a member of the director’s section of either one of the two following approved pension arrangements:
 
  7.5.1 A defined contribution plan which currently provides a maximum Company contribution of 25% of basic salary, limited to an earnings cap (currently £102,000) provided the employee contributes at least 5%. It provides life insurance and other benefits and has a variable employee contribution rate; or
 
  7.5.2 A defined benefit plan which aims for a maximum pension at normal retirement of 2/3rds of the employee’s final average basic salary limited to an earnings cap (currently £102,000) after a minimum of 40 years’ service. This is below the normal director benefit level and the difference will be reflected in an additional salary related contribution to the FURBS as described in clause 7.7 below. It provides life insurance and other benefits and has an employee contribution of 3.5% of salary.
 
    Further details of these plans are contained in a booklet which has been provided to the Executive.
 
7.6 If the Executive has not elected to join either plan three months after the Commencement Date there will be automatic enrolment in the Defined Contribution Plan on a 2% contribution rate. The Executive may opt out of any of the above plans at any time.
 
7.7 The Company also operates a funded unapproved retirement benefits scheme (FURBS), which provides defined contribution benefits on basic salary above the earnings cap. The Company will provide an age related FURBS contribution for the Executive varying between 20% and 30% (currently 25%). The Company will provide an additional contribution to the FURBS reflecting the Executive's participation level in the defined benefit plan described in clause 7.5.2. The value of this additional contribution is currently 26.5% of basic salary up to the earnings cap and is subject to review on 1 April each year and may be altered from time to time based on actuarial advice. The investment of both of these contributions may be either immediate or, at the Executive's choice, deferred to 6 April 2006. The Company will also provide additional life insurance cover up to 4 times the Executive’s basic salary above the earnings cap.
 
7.8 Participation in the various pension arrangements and the extent to which the Executive is entitled to benefits under them are subject always to the rules of the relevant plan from time to time. The Company expressly reserves the right to discontinue or modify any of the plans referred to above from time to time.
 
7.9 Without prejudice to the Company’s right to terminate the Employment at any time in accordance with clause 11 if the Executive complies with any eligibility or other conditions set by the Company and any insurer appointed by the Company from time to time (the “ Insurer ”), the Executive will be provided with long-term disability insurance. The terms upon which this insurance is provided and the level of cover will be in accordance with Company policy from time to time but currently an income of two thirds of basic salary is provided up to retirement on long-term total disability. The Executive understands and agrees that if the Insurer fails or refuses to provide him with any benefit under the insurance arrangement provided by the Company, the Executive will have no right of action against the Company in respect of such failure or refusal.

 

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7.10 If the Executive complies with any eligibility requirements or other conditions set by the Company and any insurer appointed by the Company, the Executive and his partner and children under 18 years of age or, children under 21 years of age if in full time education may participate in the Company’s private health insurance arrangements at the Company’s expense and subject to the terms of those arrangements from time to time. The Company reserves the right at any time to withdraw this benefit or to amend the terms upon which it is provided.
 
7.11 The Executive is entitled to 28 days’ paid holiday each year (in addition to English Bank and other public holidays) to be taken at times approved in advance by the Board. In addition the Executive shall be entitled to an additional day’s holiday for each five years of continuous service up to a maximum of 3 days. The leave year runs from 1 December to 30 November. The Executive agrees that the provisions of Regulations 15(1)-(4) inclusive of the Regulations (dates on which leave is taken) do not apply to the Employment.
 
  Holiday entitlement will be calculated on a monthly basis and accrue on the basis of completed whole calendar months of Employment. The Executive will be paid for any accrued holiday not taken at the Termination Date The Company may require the Executive to take accrued holiday during any notice period.
 
7.12 Subject to the rights of the Company under clause 11.6 of this agreement, if the Executive during this agreement is incapacitated by ill health or accident from performing his duties under this agreement he will, during the period of any such incapacity be entitled to Company Sick Pay Scheme subject to and in accordance with the terms of the Scheme – (full details of which have been supplied to the Executive) if and for so long as such Scheme remains in force but he shall not be entitled to receive any other remuneration under clause 7.1.
 
7.13 If the Executive is absent from work due to sickness or injury which is caused by the fault of another person, and as a consequence recovers from that person or another person any sum representing compensation for loss of salary under this agreement, the Executive will repay to the Company any money it has paid to him as salary in respect of the same period of absence.
 
8 Expenses
 
8.1 The Company will refund to the Executive all reasonable expenses properly incurred by him in performing his duties under this agreement, provided that these are incurred in accordance with Company policy from time to time. The Company will require the Executive to produce receipts or other documents as proof that he has incurred any expenses he claims.
 
9 Confidentiality
 
9.1 Without prejudice to the common law duties which he owes to the Company, the Executive agrees that he will not, except in the proper performance of his duties, copy, use or disclose to any person any of the Company’s trade secrets or confidential information. This restriction will continue to apply after the termination of the Employment without limit in time but will not apply to trade secrets or confidential information which become public other than through unauthorised disclosure by the Executive. The Executive will use his best endeavours to prevent the unauthorised copying use or disclosure of such information.
 
  For the purposes of this agreement trade secrets and confidential information include but will not be limited to names of clients, suppliers, reports, papers, data and other confidential information in any form prepared by the Company or acquired by it and any other information in whatever form (written, oral, visual and electronic) concerning the confidential affairs of the Company.

 

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9.2 In the course of the Employment the Executive is likely to obtain trade secrets and confidential information belonging or relating to other Group Companies and other persons. He will treat such information as if it falls within the terms of clause 9.1 and clause 9.1 will apply with any necessary amendments to such information. If requested to do so by the Company the Executive will enter into an agreement with other Group Companies and any other persons in the same terms as clause 9.1 with any amendments necessary to give effect to this provision.
 
9.3 Nothing in this agreement will prevent the Executive from making a “protected disclosure” in accordance with the provisions of the Employment Rights Act 1996.
 
10 Intellectual Property Rights
 
10.1 The Executive will promptly inform the Company if he makes, creates or is involved in making or generating an Invention, Work or Information during the Employment and will give the Company sufficient details of it to allow the Company to assess the Invention, Work or Information and to decide whether the Invention, Work or Information belongs to the Company. The Company will treat any Invention, Work or Information which does not belong to it as confidential.
 
  Invention ” means any invention (whether patentable or not within the meaning of the Patents Act 1977 or other applicable legislation in any other country) relating to or capable of being used in the business of the Company.
 
  Work ” means any discovery, design, database or other work (whether registrable or not and whether a copyright work or not) which is not an Invention and which the Executive creates or is involved in creating:
 
  10.1.1 in connection with or in the course of his Employment; or
 
  10.1.2 relating to or capable of being used in those aspects of the businesses of the Group Companies in which he is involved.
 
  “Information” means any idea, method or information which is not an Invention or Work generated by the Executive either:
 
  10.1.3 in connection with or in the course of the Employment, or
 
  10.1.4 outside the course of the Employment, but relating to the business, finance or affairs of any Group Company.
 
10.2 The Executive is not entitled to any additional compensation for any Invention, Work or Information; such achievements are compensated by base salary.
 
11 Termination and Suspension
 
11.1 The Employment will continue until terminated by either party giving written notice as set out in clause 11.2.
 
11.2 Either party may terminate the Employment by giving not less than twelve months’ written notice to the other.

 

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11.3 Notwithstanding the other provisions of this agreement and in particular clause 11.2, the Employment will automatically terminate (if not already terminated) on the Executive’s 60 th birthday.
 
11.4 Once notice to terminate has been given by either party in accordance with clause 11.2 the Company reserves the right, exercisable at any time and in its absolute discretion, to terminate the Executive’s employment forthwith by notice in writing. In such event, the Company shall pay the Executive in lieu of the unexpired period of notice the sums or sum calculated and payable in accordance with clause 11.5 (together the “PILON”). The PILON shall not constitute a debt payable by the Company and from the Termination Date in accordance with this Clause the Executive shall be obliged to mitigate his losses flowing from such termination subject only to abiding by the obligations as set out in clause 13 . For the purposes of this clause and clause 11.5, the Executive’s obligation to mitigate shall be to take such steps to mitigate as he would have been required to take at common law had he been dismissed in breach of the terms of this agreement.
 
11.5 The amount of the PILON shall be such sum as the Executive would have received in salary (at the rate in force at the Termination Date) had the employment continued throughout the unexpired notice period less the aggregate of (a) any sums earned or received by the Executive as a result of his obligation to mitigate his losses and (b) deductions for income tax and employee’s national insurance contributions. The PILON shall be payable in instalments at the same intervals and on the same dates as salary payments would have been made to the Executive had the employment continued. The Executive shall no later than the 15th day of each month during which instalments of the PILON are payable, provide to the Company a statement of all sums earned or received by the Executive referable to the period for which the next instalment of the PILON falls to be made. In the absence of receipt of any such statement, payment of the relevant instalment of the PILON shall be delayed until 7 working days after receipt of the statement.
 
11.6 The Company may terminate the Employment with immediate effect by giving written notice if the Executive does not perform the duties of the Employment for a period of 130 days (whether or not consecutive) in any period of 365 days because of sickness, injury or other incapacity. This notice can be given whilst the Executive continues not to perform his duties or on expiry of the 130 day period. In this clause, ‘days’ includes Saturdays, Sundays and public holidays.
 
11.7 The Company may terminate the Employment with immediate effect by giving written notice if the Executive:
 
  11.7.1 has not performed his duties under this agreement to the standard required by the Board; or
 
  11.7.2 commits any serious or persistent breach of his obligations under this agreement; or
 
  11.7.3 is guilty of any gross misconduct or conducts himself (whether in connection with the Employment or not) in a way which is harmful to any Group Company; or
 
  11.7.4 is guilty of dishonesty or is convicted of an arrestable criminal offence (other than a motoring offence which does not result in imprisonment) whether in connection with the Employment or not; or

 

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  11.7.5 commits (or is reasonably believed by the Board to have committed) a breach of any legislation in force which may affect or relate to the business of any Group Company; or
 
  11.7.6 becomes of unsound mind, is bankrupted or has a receiving order made against him or makes any general composition with his creditors or takes advantage of any statute affording relief for insolvent debtors; or
 
  11.7.7 becomes disqualified from being a director of a company.
 
11.8 The Executive will have no claim for damages or any other remedy against the Company if the Employment is terminated for any of the reasons set out in clause 11.6 or 11.7.
 
11.9 When the Employment terminates the Company may deduct from any money due to the Executive (including remuneration) any amount which he owes to any Group Company.
 
11.10 The Company may suspend the Executive from the Employment on full salary at any time, and for any reason for a reasonable period to investigate any matter in which the Executive is implicated or involved (whether directly or indirectly) and to conduct any related disciplinary proceedings.
 
12 Garden Leave
 
12.1 At any time after notice to terminate the Employment is given by either party under clause 11 above, or if the Executive resigns without giving due notice and the Company does not accept his resignation, the Company may require the Executive to comply with any or all ofthe provisions in clauses 12.2 and 12.3 for a maximum period of six months (the “ Garden Leave Period ”).
 
12.2 The Executive will not, without prior written consent of the Board, be employed or otherwise engaged in the conduct of any activity, whether or not of a business nature during the Garden Leave Period. Further, the Executive will not, unless requested by the Company:
 
  12.2.1 enter or attend the premises of the Company or any other Group Company; or
 
  12.2.2 contact or have any communication with any customer or client of the Company or any other Group Company in relation to the business of the Company or any other Group Company; or
 
  12.2.3 contact or have any communication with any employee, officer, director, agent or consultant of the Company or any other Group Company in relation to the business of the Company or any other Group Company; or
 
  12.2.4 remain or become involved in any aspect of the business of the Company or any other Group Company except as required by such companies.
 
12.3 The Company may require the Executive:
 
  12.3.1 to comply with the provisions of clause 15, save that he will not be required to return his company car; and
 
  12.3.2 to immediately resign from any directorship which he holds in the Company, any other Group Company or any other company where such directorship is held as a consequence or requirement of the Employment, unless he is required to perform duties to which any such directorship relates in which case he may retain such directorships while those duties are ongoing. The Executive hereby irrevocably appoints the Company to be his attorney to execute any instrument and do anything in his name and on his behalf to effect his resignation if he fails to do so in accordance with this clause 12.3.2.

 

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12.4 During the Garden Leave Period, the Executive will be entitled to receive his salary and all contractual benefits (for example, his Company car, if any) in accordance with the terms of this agreement. Any unused holiday accrued at the commencement of the Garden Leave Period and any holiday accrued during any such Period will be deemed to be taken by the Executive during the Garden Leave Period.
 
12.5 At the end of the Garden Leave Period, the Company may, but shall not in any way be obliged, to exercise its rights under clause 11.4 and clause 11.5 to pay the Executive salary alone in lieu of the balance of any period of notice given by the Company or the Executive, (less any deductions the Company is required by law to make).
 
12.6 All duties of the Employment (whether express or implied), including without limitation the Executive’s duties of fidelity, good faith and exclusive service, shall continue throughout the Garden Leave Period save as expressly varied by this clause.
 
13 Restrictions after Termination of Employment
 
13.1 In this clause:
 
  Relevant Date ” means the Termination Date or, if earlier, the date on which the Executive commences any Garden Leave Period; and
 
  Restricted Period ” means the period of 12 months commencing on the Relevant Date in respect of paragraphs 13.2.2 to 13.2.7 and six months commencing on the Relevant Date in respect of paragraph 13.2.1.
 
13.2 The Executive is likely to obtain trade secrets and confidential information and personal knowledge of and influence over customers and employees of the Group during the course of the Employment. To protect these interests of the Company, the Executive agrees with the Company that he will be bound by the following covenants:
 
  13.2.1 during the Restricted Period he will not be employed in, or carry on for his own account or for any other person, whether directly or indirectly, (or be a director of any company engaged in) any business which is or is about to be in competition with any business of the Company or any other Group Company being carried on by such company at the Relevant Date provided he was concerned or involved with that business to a material extent at any time during the 12 months prior to the Relevant Date;
 
  13.2.2 during the Restricted Period he will not (either on his own behalf or for or with any other person), whether directly or indirectly, canvass or solicit in competition with the Company or any other Group Company the custom of any person who at any time during the 12 months prior to the Relevant Date was a customer of, or in the habit of dealing with, the Company or (as the case may be) any other Group Company and in respect of whom the Executive had access to confidential information or with whose custom or business the Executive was personally concerned or employees reporting directly to him were personally concerned;

 

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  13.2.3 during the Restricted Period he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) deal with or otherwise accept in competition with the Company or any Group Company the custom of any person who was at any time during the 12 months prior to the Relevant Date a customer of, or in the habit of dealing with, the Company or (as the case may be) any Group Company and in respect of whom the Executive had access to confidential information or with whose custom or business the Executive was personally concerned;
 
  13.2.4 during the Restricted Period he will not (either on his own behalf or for or with any other person, whether directly or indirectly) canvass or solicit in competition with the Company or any other Group Company the custom of any person who was negotiating with the Company or any other Group Company for the supply of goods or services (whether as customer, client, supplier, agent or distributor of the Company) during the six months prior to the Relevant Date or who was a potential customer to whom the Executive had made a presentation or a pitch and in respect of whom the Executive had access to confidential information or with whose custom or business the Executive was personally concerned;
 
  13.2.5 during the Restricted Period he will not (either on his own behalf or for or with any other person, whether directly or indirectly) deal with or otherwise accept in competition with the Company or any other Group Company the custom of any person who was negotiating with the Company or any other Group Company for the supply of goods or services (whether as customer, client, supplier, agent or distributor of the Company) during the six months prior to the Relevant Date or who was a potential customer to whom the Executive had made a presentation or a pitch and in respect of whom the Executive had access to confidential information or with whose custom or business the Executive was personally concerned; and
 
  13.2.6 during the Restricted Period he will not (either on his own behalf or for or with any other person, whether directly or indirectly,) entice or try to entice away from the Company or any other Group Company any person who was an F band employee or higher employee (or equivalent) of such a company at the Termination Date and who had been such an employee at any time during the six months prior to the Relevant Date and with whom he had worked closely at any time during that period.
 
13.3 Each of the paragraphs contained in clause 13.2 constitutes an entirely separate and independent covenant. If any covenant is found to be invalid this will not affect the validity or enforceability of any of the other covenants.
 
13.4 Following the Termination Date, the Executive will not represent himself as being in any way connected with the businesses of the Company or of any other Group Company (except to the extent agreed by such a company).
 
13.5 Any benefit given or deemed to be given by the Executive to any Group Company under the terms of clause 13 is received and held on trust by the Company for the relevant Group Company. The Executive will enter into appropriate restrictive covenants directly with other Group Companies if asked to do so by the Company.

 

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14 Offers on Liquidation
 
  The Executive will have no claim against the Company if the Employment is terminated by reason of liquidation in order to reconstruct or amalgamate the Company or by reason of any reorganisation of the Company and the Executive is offered employment with the company succeeding to the Company upon such liquidation or reorganisation and the new terms of employment offered to the Executive are no less favourable to him than the terms of this agreement.
 
15 Return of Company Property
 
15.1 At any time during the Employment (at the request of the Company) and in any event when the Employment terminates, the Executive will immediately return to the Company:
 
  15.1.1 all documents and other materials (whether originals or copies) made or compiled by or delivered to the Executive during the Employment and concerning all the Group Companies. The Executive will not retain any copies of any materials or other information; and
 
  15.1.2 all other property belonging or relating to any of the Group Companies.
 
15.2 When the Employment terminates the Executive will immediately return to the Company any car provided to the Executive which is in the possession or under the control of the Executive.
 
15.3 If the Executive commences Garden Leave in accordance with clause 12 he may be required to comply with the provisions of clause 15.1.
 
16 Directorships
 
16.1 The Executive’s office as a director of the Company or any other Group Company is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail.
 
16.2 The Executive must resign from any office held in any Group Company if he is asked to do so by the Company.
 
16.3 If the Executive does not resign as an officer of a Group Company, having been requested to do so in accordance with clause 16.2, the Company will be appointed as his attorney to effect his resignation. By entering into this agreement, the Executive irrevocably appoints the Company as his attorney to act on his behalf to execute any document or do anything in his name necessary to effect his resignation in accordance with clause 16.2. If there is any doubt as to whether such a document (or other thing) has been carried out within the authority conferred by this clause 16.3, a certificate in writing (signed by any director or the secretary of the Company) will be sufficient to prove that the act or thing falls within that authority.
 
16.4 The termination of any directorship [or other office] held by the Executive will not terminate the Executive’s employment or amount to a breach of terms of this agreement by the Company.
 
16.5 During the Employment the Executive will not do anything which could cause him to be disqualified from continuing to act as a director of any Group Company.

 

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16.6 The Executive must not resign his office as a director of any Group Company without the agreement of the Company.
 
17 Notices
 
17.1 Any notices given under this agreement must be given by letter or fax. Notice to the Company must be addressed to its registered office at the time the notice is given. Notice to the Executive must be given to him personally or sent to his last known address.
 
17.2 Except for notices given by hand, notices given by post will be deemed to have been given on the next working day after the day of posting and notices given by fax will be deemed to have been given in the ordinary course of transmission.
 
18 Statutory Particulars
 
18.1 The written particulars of employment which the Executive is entitled to receive under the provisions of Part I of the Employment Rights Act 1996 are set out below, insofar as they are not set out elsewhere in this agreement or in any other documents provided with this agreement.
 
  18.1.1 The Executive’s period of continuous employment began on 1 January 1999.
 
  18.1.2 The Company’s disciplinary rules and disciplinary and grievance procedures as set out in the Employee Handbook from time to time are applicable to the Executive.
 
  18.1.3 The Company’s normal hours of work are 8.30am to 5.15pm Monday to Thursday and 8.30am to 4.00pm on Friday.
 
  18.1.4 There are no terms and conditions relating to collective agreements or to the requirement to work outside the United Kingdom.
 
19 Data Protection Act 1998
 
19.1 For the purposes of the Data Protection Act 1998 (the “ Act ”) the Executive gives his consent to the holding, processing and disclosure of personal data (including sensitive data within the meaning of the Act) provided by the Executive to the Company for all purposes relating to the performance of this agreement including, but not limited to:
 
  19.1.1 administering and maintaining personnel records;
 
  19.1.2 paying and reviewing salary and other remuneration and benefits;
 
  19.1.3 providing and administering benefits (including if relevant, pension, life assurance, permanent health insurance and medical insurance);
 
  19.1.4 undertaking performance appraisals and reviews;
 
  19.1.5 maintaining sickness and other absence records;
 
  19.1.6 taking decisions as to the Executive’s fitness for work;
 
  19.1.7 providing references and information to future employers, and if necessary, governmental and quasi-governmental bodies for social security and other purposes, the Inland Revenue and the Contributions Agency;
 
  19.1.8 providing information to future purchasers of the Company or of the business in which the Executive works; and

 

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  19.1.9 transferring information concerning the Executive to a country or territory outside the EEA.
 
19.2 The Executive acknowledges that during his Employment he will have access to and process, or authorise the processing of, personal data and sensitive personal data relating to employees, customers and other individuals held and controlled by the Company. The Executive agrees to comply with the terms of the Act in relation to such data and to abide by the Company’s data protection policy issued from time to time.
 
20 Contracts (Rights of Third Parties) Act 1999
 
20.1 To the extent permitted by law, no person other than the parties to this agreement and the Group Companies shall have the right to enforce any term of this agreement under the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, save as expressly provided in this clause the application of the Contracts (Rights of Third Parties) Act 1999 is specifically excluded from this agreement, although this does not affect any other right or remedy of any third party which exists or is available other than under this Act.
 
21 Miscellaneous
 
21.1 This agreement may only be modified by the written agreement of the parties.
 
21.2 The Executive cannot assign this agreement to anyone else.
 
21.3 References in this agreement to rules, regulations, policies, handbooks or other similar documents which supplement it, are referred to in it or describe any pensions or other benefits arrangement are references to the versions or forms of the relevant documents as amended or updated from time to time. In the event of conflict, the terms of this agreement shall prevail.
 
21.4 This agreement supersedes any previous written or oral agreement between the parties in relation to the matters dealt with in it. It contains the whole agreement between the parties relating to the Employment at the date the agreement was entered into (except for those terms implied by law which cannot be excluded by the agreement of the parties). The Executive acknowledges that he has not been induced to enter into this agreement by any representation, warranty or undertaking not expressly incorporated into it. The Executive agrees and acknowledges that his only rights and remedies in relation to any representation, warranty or undertaking made or given in connection with this agreement (unless such representation, warranty or undertaking was made fraudulently) will be for breach of the terms of this agreement, to the exclusion of all other rights and remedies (including those in tort or arising under statute).
 
21.5 Neither party’s rights or powers under this agreement will be affected if:
 
  21.5.1 one party delays in enforcing any provision of this agreement; or
 
  21.5.2 one party grants time to the other party.
 
21.6 The Interpretation Act 1978 shall apply to this agreement in the same way as it applies to an enactment.
 
21.7 References to any statutory provisions include any modifications or re-enactments of those provisions.
 
21.8 Headings will be ignored in construing this agreement.

 

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21.9 If either party agrees to waives his rights under a provision of this agreement, that waiver will only be effective if it is in writing and it is signed by him. A party’s agreement to waive any breach of any term or condition of this agreement will not be regarded as a waiver of any subsequent breach of the same term or condition or a different term or condition.
 
21.10 This agreement is governed by and will be interpreted in accordance with the laws of England and Wales. Each of the parties submits to the exclusive jurisdiction of the English Courts as regards any claim or matter arising under this agreement.
 

 

EXECUTED as a DEED on behalf of /s/ Arun Sarin
VODAFONE GROUP PLC Director
   
   
  /s/ Stephen Scott
  Company Secretary

 

EXECUTED as a DEED by
ANFREW NIGEL HALFORD

in the presence of:
/s/ Andrew Halford
Witness’s signature /s/ Ian Gardener  
 
Name Ian Gardener  
Address 1 Lottage Road  
  Aldbourne  
  Wilts  
  UK  
 
Occupation Solicitor  

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Table of Contents
Contents   Page  
     
1 Interpretation 3
     
2 Commencement of Employment 3
     
3 Appointment and Duties of the Executive 4
     
4 Hours 4
     
5 Interests of the Executive 4
     
6 Location 5
     
7 Salary and Benefits 5
     
8 Expenses 7
     
9 Confidentiality 7
     
10 Intellectual Property Rights [VF: clause shorter] 8
     
11 Termination and Suspension 8
     
12 Garden Leave 10
     
13 Restrictions after Termination of Employment 11
     
14 Offers on Liquidation 13
     
15 Return of Company Property 13
     
16 Directorships 13
     
17 Notices 14
     
18 Statutory Particulars 14
     
19 Data Protection Act 1998 14
     
20 Contracts (Rights of Third Parties) Act 1999 15
     
21 Miscellaneous 15

 

Exhibit 4.22


     
Lord MacLaurin of Knebworth DL
Chairman
   

20 September 2005

 

 

Ms Anne Lauvergeon
Chairman of the Executive Board
AREVA
27-29 rue le Peletier
75433 Paris cedex 09
France

 

Dear Anne

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, this letter is to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”), without prejudice to your obligations to the Company under English Law.

1 Role
   
  Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgement on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. Your appointment as non-executive director of the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is included in your director information pack.
   
  In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:
     
  Strategy: you should constructively challenge and contribute to the development of strategy;
     
  Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
     
  Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and
     
  People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.

 

Vodafone Group Plc
Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England
Telephone: +44 (0)1635 33251, Facsimile: +44 (0)1635 580857

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


 

2 Appointment and Term
   
  Subject to the terms of this letter, your appointment will commence on 1 November 2005 (the “Effective Date”) and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with the Articles or the terms of this letter. The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have recently resolved that all the Directors will submit themselves for re-election every year. In the event that when you submit yourself for re-election you are not elected, your appointment as director will automatically terminate. The appointment will expire on 31 October 2008 without any automatic right of reappointment, although the Board may invite you to serve for an additional period. You will not be entitled to receive any compensation from the Company in respect of the termination of your directorship.
   
  Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you should anticipate being a member of at least one of these Committees in due course.
   
  By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities. I would be grateful if, before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company, you would seek my agreement.
   
3 Fees
   
  As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, the Financial Services Authority’s Combined Code and the Financial Services Authority’s Listing Rules. The fee for your services is £95,000 per annum and it is paid in equal instalments monthly in arrears. You may elect to be paid either in cash or in the Company’s shares. Please let me know if you may prefer to receive shares. You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles of Association. If you are invited to serve on one or more of the Committees of the Board (in which case this will be covered in a separate communication setting out the Committee's terms of reference and any specific responsibilities that may be involved) no additional fee will be payable, unless you are invited to Chair a Committee in which case an additional fee will be payable in equal instalments monthly in arrears for so long as you hold that position. We currently pay the Chair of our Audit Committee an additional £20,000 per annum, the Chair of our Remuneration Committee £15,000 per annum and the Chair of our Nominations & Governance Committee £10,000 per annum. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.
   
4 Dealing in the Company's shares
   
  You shall (and you shall procure that your “connected persons”, including your wife and dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as set out in the Listing Rules and rules and regulations laid down by the Company from time to time in relation to dealing in the Company's shares. Further guidance is provided in your director information pack.
   

2


5 Competitive Businesses
   
  In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.
   
6 Confidentiality
   
  You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.
   
  Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary.
   
7 Illness or Incapacity
   
  If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles of Association of the Company from being a non-executive director of the Company, then the Company may terminate your appointment immediately.
   
8 Effect of Termination
   
  Upon termination of your appointment howsoever arising, you shall forthwith or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.
   
9 Return of Company Property
   
  You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

3


   
10 Independent Professional Advice
   
  In accordance with the Financial Services Authority’s Combined Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. A copy of the relevant Board resolution is enclosed in your director information pack. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.
   
11 Indemnification and Insurance
   
  You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:
     
  (i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;
     
  (ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and
     
  (iii) The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief.
   
  For the avoidance of doubt, the indemnity granted does not cover:
     
  (i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;
     
  (ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;
     
  (iii) Fines imposed by regulatory bodies;
     
  (iv) Fines imposed in criminal proceedings; and
     
  (v) Liability incurred in connection with any application under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final. (For reference, a summary of these sections is appended to this letter).
   
  It is a condition of the provision of this indemnity that you shall notify the Company without delay upon becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss incurred.

4


  The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying Directors.
   
12 Review Process
   
  The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.
   
13 Contract for Services
   
  It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.
 
In this letter:
   
Board means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.
   
Group means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).
   
This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.
   
Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

 

 

/s/ Ian MacLaurin


I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company.

 

Signed……/s/ Anne Lauvergeon…….. Date………No date stated....................................

5


Exhibit 4.26


Lord MacLaurin of Knebworth DL
Chairman
 

6 February 2006

 

Anthony Watson Esq
Cedar House
50 The Street
Manuden
Bishop’s Stortford
Herts CM23 1DJ

 

Dear Tony

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, this letter is to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”), without prejudice to your obligations to the Company under English Law.

1 Role
   
  Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgement on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. Your appointment as non-executive director of the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is included in your director information pack.
     
  In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:
     
  Strategy: you should constructively challenge and contribute to the development of strategy;
     
  Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
     
  Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and
     
  People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.

 

 

Vodafone Group Plc
Vodafone House, The Connection, Newbury , Berkshire RG14 2FN, England
Telephone: +44 (0)1635 33251, Facsimile: +44 (0)1635 580857

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


2 Appointment and Term
   
  Subject to the terms of this letter, your appointment will commence on 1 May 2006 (the “Effective Date”) and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with the Articles or the terms of this letter. The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have recently resolved that all the Directors will submit themselves for reelection every year. In the event that when you submit yourself for re-election you are not elected, your appointment as director will automatically terminate. The appointment will expire on 30 April 2009 without any automatic right of reappointment, although the Board may invite you to serve for an additional period. You will not be entitled to receive any compensation from the Company in respect of the termination of your directorship.
   
  Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you should anticipate being a member of at least one of these Committees in due course.
   
  By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities. I would be grateful if, before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company, you would seek my agreement.
   
3 Fees
   
  As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, the Financial Services Authority’s Combined Code and the Financial Services Authority’s Listing Rules. The fee for your services is £95,000 per annum and it is paid in equal instalments monthly in arrears. You may elect to be paid either in cash or in the Company’s shares. Please let me know if you may prefer to receive shares. You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles of Association. If you are invited to serve on one or more of the Committees of the Board (in which case this will be covered in a separate communication setting out the Committee's terms of reference and any specific responsibilities that may be involved) no additional fee will be payable, unless you are invited to Chair a Committee in which case an additional fee will be payable in equal instalments monthly in arrears for so long as you hold that position. We currently pay the Chair of our Audit Committee an additional £20,000 per annum, the Chair of our Remuneration Committee £15,000 per annum and the Chair of our Nominations & Governance Committee £10,000 per annum. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.
   
4 Dealing in the Company's shares
   
  You shall (and you shall procure that your “connected persons”, including your wife and dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as set out in the Listing Rules and rules and regulations laid down by the Company from time to time in relation to dealing in the Company's shares. Further guidance is provided in your director information pack.

 

2


5   Competitive Businesses
   
  In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.
   
6 Confidentiality
   
  You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.
   
  Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary.
   
7 Illness or Incapacity
   
  If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles of Association of the Company from being a non-executive director of the Company, then the Company may terminate your appointment immediately.
   
8 Effect of Termination
   
  Upon termination of your appointment howsoever arising, you shall forthwith or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.
   
9 Return of Company Property
   
  You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.

 

3


10 Independent Professional Advice
   
  In accordance with the Financial Services Authority’s Combined Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. A copy of the relevant Board resolution is enclosed in your director information pack. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.
   
11 Indemnification and Insurance
   
  You will have the benefit of the following indemnity in relation to liability incurred in your capacity as a Director of the Company. This indemnity is as wide as English law currently permits:
     
  (i) The Company will provide funds to cover costs as incurred by you in defending legal proceedings brought against you in your capacity as, or as a result of your being or having been, a Director of the Company including criminal proceedings and proceedings brought by the Company itself or an Associated Company;
  (ii) The Company will indemnify you in respect of any proceedings brought by third parties, including both legal and financial costs of an adverse judgment brought against you in your capacity as, or as a result of your being or having been, a Director of the Company; and
     
  (iii) The Company will indemnify you for liability incurred in connection with any application made to a court for relief from liability, where the court grants such relief
   
  For the avoidance of doubt, the indemnity granted does not cover:
     
  (i) Unsuccessful defence of criminal proceedings, in which instance the Company would seek reimbursement for any funds advanced;
     
  (ii) Unsuccessful defence of an action brought by the Company itself or an Associated Company, in which instance the Company would seek reimbursement for any funds advanced;
     
  (iii) Fines imposed by regulatory bodies;
     
  (iv) Fines imposed in criminal proceedings; and
     
  (v) Liability incurred in connection with any application under Section 144(3) or (4) of the Companies Act 1985 (acquisition of shares by innocent nominee) or section 727 of the Companies Act 1985 (general power to grant relief in case of honest and reasonable conduct), where the court refuses to grant you relief, and such refusal is final. (For reference, a summary of these sections is appended to this letter).
     
  It is a condition of the provision of this indemnity that you shall notify the Company without delay upon becoming aware of any claim or potential claim against you and that you have a duty to mitigate any loss incurred.

 

4


  The Company maintains Directors and Officers insurance as additional cover for Directors which, if the insurance policy so permits, may provide funds in circumstances where the law prohibits the Company from indemnifying Directors.
   
12 Review Process
   

  
The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.
   
13 Contract for Services
   
  It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.
   
In this letter:
     
Board means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.
   
Group means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).

This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

 

 

/s/ Ian MacLaurin


I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company.

 

 

Signed……/s/ Anthony Watson…………………………… Date……9 February 2006…………………………

 

5


Exhibit 4.27


Lord MacLaurin of Knebworth DL

Chairman

   
14 July 2005  
   
   
   
Mr P E Yea  
Flat 3  
The Courtyard  
27 Farm Street  
London W1J 5RH  

Dear Philip

NON-EXECUTIVE DIRECTORSHIP OF VODAFONE GROUP PUBLIC LIMITED COMPANY

Further to our discussions, this letter is to confirm the terms of your appointment as a non-executive director of Vodafone Group Public Limited Company (the “Company”), without prejudice to your obligations to the Company under English Law.

1 Role
     
  Your obligations and responsibilities as a non-executive director are to the Company and, like all directors, you should act at all times in the best interests of the Company, exercising your independent judgement on all matters. Non-executive directors have the same general legal responsibilities to the Company as any other director. The Board as a whole is collectively responsible for promoting the success of the Company by directing and supervising the Company's affairs. Your appointment as non-executive director of the Company is subject to the Company’s Articles of Association (the “Articles”) and the latter will prevail in the event of any conflict between them and the terms of this letter. A copy of the current version of the Articles is included in your director information pack.
     
  In my view, the role of the non-executive director has a number of key elements and I look forward to your contribution in these areas:
     
  Strategy: you should constructively challenge and contribute to the development of strategy;  
     
  Performance: you should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;  
     
  Risk: you should satisfy yourself that financial information is accurate and that financial controls and systems of risk management are robust and defensible; and  
     
  People: non-executive directors are responsible for determining appropriate levels of remuneration of executive directors and have a prime role in appointing, and where necessary removing, senior management and in succession planning.  

 

Vodafone Group Plc
Vodafone House, The Connection, Newbury , Berkshire RG14 2FN, England
Telephone: +44 (0)1635 33251, Facsimile: +44 (0)1635 580857

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


2 Appointment and Term
   
  Subject to the terms of this letter, your appointment will commence on 1 September 2005 (the “Effective Date”) and is for an initial term of three years from the Effective Date, unless terminated earlier in accordance with the Articles or the terms of this letter. The Articles require that directors submit themselves for re-election by shareholders periodically and as a Board we have recently resolved that all the Directors will submit themselves for reelection every year. In the event that when you submit yourself for re-election you are not elected, your appointment as director will automatically terminate. The appointment will expire on 31 August 2008 without any automatic right of reappointment, although the Board may invite you to serve for an additional period. You will not be entitled to receive any compensation from the Company in respect of the termination of your directorship.
   
  Overall, we anticipate a time commitment from you involving attendance at all Board meetings (the Company currently has eight each year), the Annual General Meeting (usually held in July each year) and at least one Company/site visit per year. You will be expected to devote appropriate preparation time ahead of each meeting. In addition, each of the principal Board Committees meets about four or five times a year (and in some cases more frequently) and you should anticipate being a member of at least one of these Committees in due course.
   
  By accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your role. If you are unable to attend a Board meeting in person, I hope, nevertheless, that you will be able to join those meetings either by videoconference or teleconference facilities. I would be grateful if, before accepting additional commitments that might affect the time you are able to devote to your role as a non-executive director of the Company, you would seek my agreement.
   
3 Fees
   
  As you will be a non-executive director of the Company, the Board as a whole will determine your remuneration in accordance with the requirements of good corporate governance, the Financial Services Authority’s Combined Code and the Financial Services Authority’s Listing Rules. The fee for your services is £95,000 per annum and it is paid in equal instalments monthly in arrears. You may elect to be paid either in cash or in the Company’s shares. Please let me know if you may prefer to receive shares. You will also be entitled to be repaid all travelling and other expenses properly incurred in performing your duties in accordance with the Articles of Association. If you are invited to serve on one or more of the Committees of the Board (in which case this will be covered in a separate communication setting out the Committee's terms of reference and any specific responsibilities that may be involved) no additional fee will be payable, unless you are invited to Chair a Committee in which case an additional fee will be payable in equal instalments monthly in arrears for so long as you hold that position. We currently pay the Chair of our Audit Committee an additional £20,000 per annum, the Chair of our Remuneration Committee £15,000 per annum and the Chair of our Nominations & Governance Committee £10,000 per annum. Payment of all fees will cease immediately after your appointment as a non-executive director of the Company terminates for any reason.

 

2


4 Dealing in the Company's share s
   
  You shall (and you shall procure that your “connected persons”, including your wife and dependent children shall) comply with the provisions of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000, the Financial Services Authority’s Model Code as set out in the Listing Rules and rules and regulations laid down by the Company from time to time in relation to dealing in the Company's shares. Further guidance is provided in your director information pack.
   
5 Competitive Businesses
   
  In view of the sensitive and confidential nature of the Company’s business you agree that for so long as you are a non-executive director of the Company you will not, without the consent of the Board, which shall not be withheld unreasonably, be engaged or interested in any capacity in any business or with any company which is, in the reasonable opinion of the Board, competitive with the business of any company in the Group. In the event that you become aware of any potential conflicts of interest, these should be disclosed to me and to the Company Secretary as soon as possible.
   
6 Confidentiality
   
  You agree that you will not make use of, divulge or communicate to any person (except in the proper performance of your duties) any of the trade secrets or other confidential information of or relating to any company in the Group which you have received or obtained from or through the Company. This restriction shall continue to apply after the termination of your appointment without limit in point of time but shall cease to apply to information or knowledge which comes into the public domain otherwise than through your default or which shall have been received by you from a third party entitled to disclose the same to you.
   
  Your attention is also drawn to the requirements under both legislation and regulation as to the disclosure of inside information. Consequently, you should avoid making any statements that might risk a breach of these requirements without prior clearance from me or from the Company Secretary.
   
7 Illness or Incapacity
   
  If you are prevented by illness or incapacity from carrying out your duties for a period exceeding three consecutive calendar months or at different times for a period exceeding in aggregate three calendar months in any one period of twelve calendar months or if you become prohibited by law or under the Articles of Association of the Company from being a non-executive director of the Company, then the Company may terminate your appointment immediately.
   
8 Effect of Termination
   
  Upon termination of your appointment howsoever arising, you shall forthwith or upon request of the Company, resign from office as a non-executive director of the Company and all other offices held by you in any other companies in the Group and your membership of any organisation acquired by virtue of your tenure of any such office, and should you fail to do so, the Company is hereby irrevocably authorised to appoint some person in your name and on your behalf to sign any documents and do anything necessary or requisite to give effect thereto.

 

3


9 Return of Company Property
   
  You agree that upon termination of your appointment as a non-executive director, you will immediately deliver to the Company all property belonging to the Company or any member of its Group, including all documents or other records made or compiled or acquired by you during your appointment concerning the business, finances or affairs of the Group.
   
10 Independent Professional Advice
   
  In accordance with the Financial Services Authority’s Combined Code, the Board has agreed procedures for directors in the furtherance of their duties to take independent professional advice if necessary, at the Company’s expense. A copy of the relevant Board resolution is enclosed in your director information pack. Naturally, if you have any queries or difficulties at any time please feel free to discuss them with me. I am also available at all times to provide you with information and advice you may need.
   
11 Insurance and Indemnification
   
  The Company has effected a policy of insurance to indemnify directors against personal liability and defence costs which might result from claims against directors for negligence, breach of duty or breach of trust in relation to the Company. For so long as you are a director you will have the benefit of this policy. The Company has also sought the approval of shareholders for changes to the Memorandum and Articles of Association to permit the Directors to be indemnified by the Company to the extent now permitted by the Companies (Audit, Investigations and Community Enterprise) Act 2004 which came into force in April and which permits wider indemnification than hitherto. Our shareholders will vote on this at our Annual General Meeting on 26 July 2005 and, if approved, you will have the benefit of the wider form of indemnification.
   
12 Review Process
   
  The performance of individual directors and the whole Board and its committees is evaluated annually. If, in the interim, there are any matters which cause you concern about your role, please discuss them with me as soon as is appropriate.
   
13 Contract for Services
   
  It is agreed that you will not be an employee of the Company or any of its subsidiaries and that this letter shall not constitute a contract of employment.
   
In this letter:  
   
Board means the board of directors of the Company from time to time or any person or committee nominated by the board of directors as its representative or to whom (and to that extent) it has delegated powers for the purposes of this letter.
   
Group means the Company and any other company which is its subsidiary or in which the Company or any subsidiary of the Company controls not less than 25% of the voting shares (where “subsidiary” has the meaning given to it by section 736 of the Companies Act 1985).

 

4


This letter shall be governed by and construed in accordance with English Law. Both parties submit to the exclusive jurisdiction of the English Courts as regards any claim or matter arising in connection with the terms of this letter.

Please acknowledge receipt and acceptance of the terms of this letter by signing the enclosed copy and returning it to the Company Secretary. I am greatly looking forward to working with you.

Kind regards.

Yours sincerely

 

 

 

/s/ Ian MacLaurin


I hereby accept that the terms of this letter constitute the terms of my appointment as a non-executive director of the Company.

 

Signed /s/ Philip Yea Date 25 July 2005

 

5


Exhibit 7.1

UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)

  Year ended 31 March  
Under IFRS 2006   2005  
  £m   £m  
         
Financing costs per IFRS Consolidated Income Statement 1,120   880  
One third of rental expense 323   303  
 
 
 
Fixed charges (IFRS) (2) 1,443   1,183  
 
 
 
         
(Loss)/profit before taxation from continuing operations (14,853 ) 7,285  
Share of profit in associated undertakings (2,428 ) (1,980 )
Fixed charges 1,443   1,183  
Dividends received from associated undertakings 835   1,896  
Preference dividend requirements of a consolidated subsidiary (74 ) (71 )
 
 
 
Earnings (IFRS) (15,077 ) 8,313  
 
 
 
Ratio of earnings to fixed charges   7.0  
Deficiency between fixed charges and earnings (16,520 )  

 

  Year ended 31 March  
Under US GAAP (3) 2006   2006  
  £m   £m  
         
Fixed charges (IFRS) 1,443   1,183  
Effect on financing costs due to proportionate consolidation of joint ventures 32   50  
Effect on payments under operating due to proportionate consolidation of joint ventures (74 ) (64 )
 
 
 
Fixed charges (US GAAP) 1,401   1,169  
 
 
 
         
Earnings (IFRS) (15,077 ) 8,313  
Effect on profit before taxation due proportionate consolidation of joint ventures 1,534   (2,063 )
GAAP adjustment for connection income 10   16  
GAAP adjustment for goodwill and intangible assists (14,299 ) (15,534 )
GAAP adjustment for impairment 15,377   475  
GAAP adjustment for other (42 ) 99  
Dividends received from joint ventures 65   121  
GAAP adjustment for fixed charges (42 ) (14 )
 
 
 
Earnings (US GAAP) (12,474 ) (8,587 )
 
 
 
Ratio of earnings to fixed charges    
Deficiency between fixed charges and earnings (13,875 ) (9,756 )
 
Notes:
1 All of the financial information presented in this exhibit is unaudited
2   Fixed charges include (1) interest expensed (2) amortised premiums, discounts and capitalised expenses related to indebtedness, (3) an estimate of the interest within rental expense, and (4) preference security dividend requirements of a consolidated subsidiary. These include the financings costs of subsidiaries and joint ventures.
3   For discussion of significant differences between IFRS and US GAAP and a reconciliation of net income between amounts calculated under IFRS and under US GAAP, see note 38 to the Consolidated Financial Statements.

Exhibit 7.2

UNAUDITED COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (1)

  Year ended 31 March  
Under UK GAAP (1) 2004   2003   2002  
  £m   £m   £m  
             
Interest payable by subsidiaries 1,091   1,123   971  
One third of rental expense 451   449   308  
Preference dividends 77   85   94  
 





Fixed charges (UK GAAP) (3) 1,619   1,657   1,373  
 





             
Loss on ordinary activities before taxation (5,047 ) (6,208 ) (13,539 )
Share of operating (profit)/loss in joint ventures and associated undertakings (546 ) 156   1,457  
Share of net interest payable of joint ventures and associated undertakings 215   295   342  
Loss on ordinary activities before taxation - discontinued operations 7   272   428  
Fixed charges 1,619   1,657   1,373  
Dividends received from associated undertakings and joint ventures 1,801   742   139  
Preference dividends (77 ) (85 ) (94 )
 





Earnings (UK GAAP) (2,028 ) (3,171 ) (9,894 )
 





Ratio of earnings to fixed charges      
Deficiency between fixed charges and earnings (3,647 ) (4,828 ) (11,267 )

 

  Year ended 31 March  
Under US GAAP (4) 2004   2003   2002  
  £m   £m   £m  
             
Fixed charges (UK GAAP) 1,619   1,657   1,373  
One third of rental expense for Vodafone Italy (71 ) (2 ) (2 )
Interest payable to Vodafone Italy 51   40   20  
 





Fixed charges (US GAAP) 1,599   1,695   1,391  
 





             
Earnings (UK GAAP) (2,028 ) (3,171 ) (9,894 )
Loss on ordinary activities before tax of Vodafone Italy 1,343   1,955   2,135  
Interest payable to Vodafone Italy (51 ) (40 ) (20 )
Connection income 29   16   (15 )
Goodwill amortisation charge of subsidiary companies (6,520 ) (5,487 ) (5,120 )
Licence fee amortisation (76 ) (6 )
 
Exceptional items - US GAAP
 
  (85 )
Other (137 ) (46 ) (53 )
UK GAAP to US GAAP adjustments to fixed charges (20 ) 38   18  
 





Earnings (US GAAP) (7,460 ) (6,741 ) (13,034 )
 





Ratio of earnings to fixed charges      
Deficiency between fixed charges and earnings (9,059 ) (8,436 ) (14,425 )
 
  Notes:
1 A ll of the financial information presented in this exhibit is unaudited
   
2 Certain amounts presented herein are prepared under the basis of UK GAAP, which was the comprehensive body of accounting standards used by the Company in preparing its Consolidated Financial Statements for periods ended on or before 31 March 2005. On 1 April 2004, the Company adopted IFRS as the comprehensive body of accounting standards for preparing its Consolidated Financial Statements. IFRS differs in certain material respects from UK GAAP and amounts under UK GAAP are not necessarily comparable to similarly titled amounts under IFRS. For a discussion of the transition from UK GAAP to IFRS, see note 40 to the Consolidated Financial Statements.
   
3 Financing costs include (1) interest expensed (2) amortised premiums, discounts and capitalised expenses related to indebtedness, (3) an estimate of the interest within rental expense, and (4) preference security dividend requirements of a consolidated subsidiary. These include the financings costs of subsidiaries and joint ventures.
   
4 For discussion of significant differences between UK GAAP and US GAAP and a reconciliation of net income between amounts calculated under UK GAAP and under US GAAP, see note 36 to the Consolidated Financial Statements in the Company’s Annual Report on Form 20-F for the year ended 31 March 2005.

Exhibit 12


RULE 13a-14(a) CERTIFICATION

I, Andrew N. Halford, certify that:

  1.   I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);  
     
  2.
  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
     
  3.
  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;  
     
  4.
  
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:  
       
    (a)
  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  
       
    (b)
  
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  
       
    (c)
  
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and  
     
  5.
  
The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):  
       
    (a)
  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
       
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.  

 

 
14 June 2006
      /s/ Andrew N. Halford
 
 
  Date   Andrew N. Halford
      Chief Financial Officer

RULE 13a-14(a) CERTIFICATION

I, Arun Sarin, certify that:

  1.    I have reviewed this annual report on Form 20-F of Vodafone Group Plc (the “Company”);  
     
  2.
  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  
     
  3.
  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;  
     
  4.
  
The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:  
       
    (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  
       
    (b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  
       
    (c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and  
     
  5.    The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):  
       
    (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
       
    (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.  

 
14 June 2006
       /s/ Arun Sarin
 
 
  Date   Arun Sarin
      Chief Executive
       
       


Exhibit 13


RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2006 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

14 June 2006   /s/ Andrew N. Halford  

 
 
Date   Andrew N. Halford  
    Chief Financial Officer  

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


RULE 13a-14(b) CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Vodafone Group Plc, a company incorporated under the laws of England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 March 2006 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

14 June 2006   /s/ Arun Sarin  

 
 
Date   Arun Sarin  
    Chief Executive  

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Report or as a separate disclosure document.


Exhibit 15


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-81825 on Form S-8 and in Amendment No. 1 to Registration Statement No. 333-110941 on Form F-3 of Vodafone Group Plc of our report dated 30 May 2006 (which expresses an unqualified opinion and includes explanatory paragraphs relating to the nature and effect of differences between International Financial Reporting Standards and accounting principles generally accepted in the United States of America) appearing in this Annual Report on Form 20-F of Vodafone Group Plc for the year ended 31 March 2006.

 

DELOITTE & TOUCHE LLP
Chartered Accountants and Registered Auditors
London, England

14 June 2006