29 July 2025
Results of Annual General Meeting
The Annual General Meeting of Vodafone Group Plc (the "Company") was held at The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN on Tuesday, 29 July 2025 at 10.00 am.
Resolutions 1 to 19 (inclusive) and 23 were passed as Ordinary Resolutions. Resolutions 20 to 22 (inclusive) and 24 were passed as Special Resolutions.
The results of the poll on all 24 resolutions were as follows:
|
|
Resolution |
Total votes validly cast |
Percentage of relevant shares in issue (%) |
For |
For (% of shares voted) |
Against |
Against (% of shares voted) |
Votes withheld |
|
1. |
To receive the Company's accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2025. |
15,590,677,420 |
64.25% |
15,582,941,390 |
99.95 |
7,736,030 |
0.05 |
35,462,473 |
|
2. |
To re-elect Jean-François van Boxmeer as a Director. |
15,600,973,948 |
64.29% |
15,158,904,071 |
97.17 |
442,069,877 |
2.83 |
25,165,942 |
|
3. |
To re-elect Margherita Della Valle as a Director. |
15,601,961,793 |
64.29% |
15,514,530,882 |
99.44 |
87,430,911 |
0.56 |
24,172,752 |
|
4. |
To re-elect Luka Mucic as a Director. |
15,592,208,669 |
64.25% |
15,485,859,951 |
99.32 |
106,348,718 |
0.68 |
33,931,224 |
|
5. |
To re-elect Stephen A. Carter CBE as a Director. |
15,598,889,519 |
64.28% |
14,180,678,775 |
90.91 |
1,418,210,744 |
9.09 |
27,249,173 |
|
6. |
To re-elect Michel Demaré as a Director. |
15,598,376,883 |
64.28% |
15,514,983,523 |
99.47 |
83,393,360 |
0.53 |
27,763,010 |
|
7. |
To elect Simon Dingemans as a Director. |
15,597,183,761 |
64.28% |
15,526,575,866 |
99.55 |
70,607,895 |
0.45 |
28,956,132 |
|
8. |
To re-elect Hatem Dowidar as a Director. |
15,597,712,212 |
64.28% |
14,454,850,780 |
92.67 |
1,142,861,432 |
7.33 |
28,427,679 |
|
9. |
To re-elect Delphine Ernotte Cunci as a Director. |
15,597,989,363 |
64.28% |
15,193,999,198 |
97.41 |
403,990,165 |
2.59 |
28,150,527 |
|
10. |
To re-elect Deborah Kerr as a Director. |
15,598,998,927 |
64.28% |
15,518,566,240 |
99.48 |
80,432,687 |
0.52 |
27,116,144 |
|
11. |
To re-elect Maria Amparo Moraleda Martinez as a Director. |
15,598,212,538 |
64.28% |
15,359,078,742 |
98.47 |
239,133,796 |
1.53 |
27,923,622 |
|
12. |
To elect Anne-Françoise Nesmes as a Director. |
15,598,126,039 |
64.28% |
15,525,650,847 |
99.54 |
72,475,192 |
0.46 |
28,010,121 |
|
13. |
To re-elect Christine Ramon as a Director. |
15,598,494,418 |
64.28% |
15,518,684,217 |
99.49 |
79,810,201 |
0.51 |
27,644,424 |
|
14. |
To re-elect Simon Segars as a Director. |
15,597,856,500 |
64.28% |
15,194,832,519 |
97.42 |
403,023,981 |
2.58 |
28,248,777 |
|
15. |
To declare a final dividend of 2.25 eurocents per ordinary share for the year ended 31 March 2025 |
15,606,037,152 |
64.31% |
15,592,016,183 |
99.91 |
14,020,969 |
0.09 |
20,106,412 |
|
16. |
To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2025 (the 'Annual Report on Remuneration'). |
15,600,389,417 |
64.29% |
15,234,527,578 |
97.65 |
365,861,839 |
2.35 |
25,749,044 |
|
17. |
To re-appoint Ernst & Young LLP as the Company's auditor until the end of the next general meeting at which accounts are laid before the Company. |
15,531,114,778 |
64.00% |
15,484,549,339 |
99.70 |
46,565,439 |
0.30 |
95,019,655 |
|
18. |
To authorise the Audit and Risk Committee to determine the remuneration of the auditor. |
15,603,247,130 |
64.30% |
15,555,784,954 |
99.70 |
47,462,176 |
0.30 |
22,882,688 |
|
19. |
To authorise the Directors to allot shares |
15,593,286,977 |
64.26% |
14,769,816,884 |
94.72 |
823,470,093 |
5.28 |
32,845,851 |
|
20.* |
To authorise the Directors to dis-apply pre-emption rights. |
15,526,622,974 |
63.98% |
15,331,931,793 |
98.75 |
194,691,181 |
1.25 |
99,505,507 |
|
21.* |
To authorise the Directors to dis-apply pre-emption rights up to a further 5 per cent for the purposes of financing an acquisition or other capital investment. |
15,541,633,342 |
64.05% |
15,127,273,842 |
97.33 |
414,359,500 |
2.67 |
84,499,466 |
|
22.* |
To authorise the Company to purchase its own shares. |
15,588,803,908 |
64.24% |
15,073,343,307 |
96.69 |
515,460,601 |
3.31 |
37,330,535 |
|
23. |
To authorise political donations and expenditure. |
15,526,715,140 |
63.98% |
15,363,535,916 |
98.95 |
163,179,224 |
1.05 |
99,417,957 |
|
24.* |
To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days' notice. |
15,589,133,335 |
64.24% |
14,871,534,593 |
95.40 |
717,598,742 |
4.60 |
37,001,108 |
* Special resolution
The number of Ordinary Shares in issue on 25 July 2025 (excluding shares held in Treasury) was 24,266,298,351. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
In accordance with UK Listing Rule 6.4.2, a copy of the Resolutions, passed as Special Business at the Annual General Meeting, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
David Nish did not stand for re-election as a Director and retired from the Board with effect from the conclusion of the AGM. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that David Nish will receive payment of fees for service whilst a Director, but no other remuneration payment or payment for loss of office will be made in connection with his departure.
Following conclusion of the Annual General Meeting, Simon Segars is appointed as Senior Independent Director and the composition of the Board Committees are as follows:
|
Audit and Risk Committee |
Nominations and Governance Committee |
Remuneration Committee |
ESG Committee |
Technology Committee |
|
Simon Dingemans (Chair)
Michel Demaré
Deborah Kerr
Anne-Françoise Nesmes
Christine Ramon
|
Jean-François van Boxmeer (Chair)
Hatem Dowidar
Delphine Ernotte Cunci
Simon Segars
|
Amparo Moraleda (Chair) Michel Demaré
Simon Dingemans
|
Amparo Moraleda (Chair)
Jean-François van Boxmeer
Anne-Françoise Nesmes
Simon Segars
|
Simon Segars (Chair)
Stephen A. Carter CBE
Delphine Ernotte Cunci
Deborah Kerr
|
ENDS
About Vodafone
Vodafone is a leading European and African telecoms company.
We serve over 340 million mobile and broadband customers, operating networks in 15 countries with investments in a further five and partners in over 40 more. Our undersea cables transport around a sixth of the world's internet traffic, and we are developing a new direct-to-mobile satellite communications service to connect areas without coverage. Vodafone runs one of the world's largest IoT platforms, with over 215 million IoT connections, and we provide financial services to around 88 million customers across seven African countries - managing more transactions than any other provider.
From the seabed to the stars, Vodafone's purpose is to keep everyone connected.
For more information, please visit www.vodafone.com follow us on X at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.
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For more information, please contact: |
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Media Relations: |
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Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 |
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