UNITED STATES SECURITIES AND EXCHANGE ... - Vodafone

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.
36 The Company’s lien on shares
LIENS ON PARTLY PAID 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;
• the directors must have given a notice in writing 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;
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Exhibit 1.2