UNITED STATES SECURITIES AND EXCHANGE ... - Vodafone

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.
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
shareholders 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 or authenticate this notice in accordance with Article 147, 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.
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Exhibit 1.2