UNITED STATES SECURITIES AND EXCHANGE ... - Vodafone

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Date made PART II PAYMENT OF INSTALMENT AMOUNTS Total amount of Instalment Amounts payable Amount of Instalment Amounts paid * See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount. 11398-03456 ICM:8658907.5 29 Remaining nominal amount of this Global Note following such payment * Exhibit 2.3 Confirmation of payment by or on behalf of the Issuer
Date made Total amount of principal payable PART III REDEMPTIONS Amount of principal paid * See most recent entry in Part II, III or IV of Schedule Two in order to determine this amount. 11398-03456 ICM:8658907.5 30 Remaining nominal amount of this Global Note following such redemption* Exhibit 2.3 Confirmation of redemption by or on behalf of the Issuer
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UNITED STATES SECURITIES AND EXCHAN
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Vodafone Group Plc Annual Report on
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For more information, visit: www.vo
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Proportionate mobile customers 341.
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Product focus: Vodafone 360 Samsung
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“ We have improved our commercial
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Our strategy The key focus of our s
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Regions Revenue (1) (£bn) 8.0 6.5
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Vodafone branded franchise stores 7
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Total communications services We ha
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Mobile broadband solutions 7 Causes
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Customer devices Access and transmi
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Proportion of new radio sites share
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Employees by location 7 6 1 1. Germ
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Operating results Performance This
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Performance Europe (1) Germany Ital
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Other Africa and Central Europe Ser
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Performance 2009 financial year com
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Europe Performance Germany Italy Sp
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Other Africa and Central Europe Ser
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Guidance 2011 financial year and th
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as intensifying competition, pricin
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We provide returns to shareholders
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At 31 March 2010 we had £4,423 mil
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Corporate responsibility Performanc
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platform which aims to meet the exp
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8 9 10 11 12 13 14 audit team and i
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Corporate governance In March 2010
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Re-election of directors Although n
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Monitoring and review activities Th
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Directors’ remuneration Dear Shar
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The remuneration package The table
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Awards made to executive directors
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Audited information for executive d
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Governance Share options No options
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Beneficial interests Governance The
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Directors’ statement of responsib
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Critical accounting estimates The G
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Report of independent registered pu
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Consolidated statement of financial
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Consolidated statement of cash flow
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All intra-group transactions, balan
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Revenue from interconnect fees is r
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Fair value hedges The Group’s pol
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Financials A reconciliation of adju
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5. Investment income and financing
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Deferred tax Analysis of movements
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9. Intangible assets Financials Lic
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Key assumptions used in the value i
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Financials Change required for carr
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Financials 13. Investments in joint
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16. Inventory Financials 2010 2009
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20. Share-based payments The Compan
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21. Capital and financial risk mana
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22. Borrowings Carrying value and f
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Financials Maturity of borrowings T
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23. Post employment benefits Backgr
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History of experience adjustments F
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Financials Pro-forma full year info
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in respect of mobile phones purchas
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Financials Transactions with direct
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Company financial statements of Vod
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Financials Fair value hedges The Co
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8. Share-based payments The Company
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Shareholder information Financial c
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The current authorised share capita
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Pre-emptive rights and new issues o
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Additional tax considerations UK in
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Regulation Our operating companies
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Ghana In May 2009 the Government of
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Reconciliation of organic growth to
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Additional information Item Form 20
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Definition of terms Additional info
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Notes Financials Vodafone Group Plc
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Contact details Investor Relations
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Events occurring subsequent to the
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Table of Contents Cellco Partnershi
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Consolidated Balance Sheets Cellco
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Consolidated Statements of Changes
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Vendor Rebates and Discounts The Pa
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Derivatives The Partnership uses de
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2. Acquisitions Acquisition of Allt
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Acquisition of Rural Cellular Corpo
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4. Fair Value Measurements The foll
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6. Supplementary Financial Informat
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7. Debt (dollars in millions) Matur
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Maturities of Long-Term Debt Maturi
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The Partnership had approximately 5
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The Partnership or its subsidiaries
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14. Subsequent Events Distributions
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ADR Payment Information Fees payabl
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SIGNATURE The registrant hereby cer
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4.8 Vodafone Group 1998 Company Sha
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Company Number: 1833679 The Compani
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- ii - Article No. Page No. Sums wh
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- iv - Article No. Page No. Eligibi
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- vi - Article No. Page No. Minutes
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Company Number: 1833679 The Compani
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Words and Phrases Meaning Borrowing
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Words and Phrases Meaning Registere
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same in the Articles, unless the Ar
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• any arrears of dividend on any
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11.2 So far as the Companies Acts a
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• sell any fractions of equity se
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21 Certificates SHARE CERTIFICATES
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• decide when and where the money
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34 Cancelling forfeiture 34.1 After
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40.3 All the Articles relating to G
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46 Overseas branch registers The Co
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the money cannot be invested in the
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56.5 If there is no director presen
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• at least two shareholders at th
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and all other sums, relating to the
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exchange or any other stock exchang
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77 Delivering proxy forms 77.1 The
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of the General Meeting decides that
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Article, this does not prejudice an
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• he is prohibited from being a d
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105 Director’s written resolution
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• if, or to the extent that, the
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110 Confidential information 110.1
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115 The power to establish local bo
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• adding any amount which has bee
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120.2 The directors can also appoin
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124.2 The profits of the Company wh
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130.3 An amount credited to an acco
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paid in a specified period. The spe
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136 Accounting and other records AC
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other joint holders. For such purpo
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148 Minutes MINUTES AND RECORDS 148
Page 261 and 262: 153 Indemnity DIRECTORS’ LIABILIT
Page 263 and 264: • may provide a director, Secreta
Page 265 and 266: directors) he has certain rights at
Page 267 and 268: • represented by Share Warrants w
Page 269 and 270: ecause the total number of shares i
Page 271 and 272: 174 Capital 174.1 If the Company is
Page 273 and 274: 179 Class Rights 179.1 The Company
Page 275 and 276: 188 Transfer and purchase The Compa
Page 277 and 278: About the glossary Glossary This gl
Page 279 and 280: instruments Formal legal documents.
Page 281 and 282: transfers the right to be registere
Page 283 and 284: CONFORMED COPY 11398-03456 ICM:8658
Page 285 and 286: (B) On the date hereof the Issuer p
Page 287 and 288: Schedule 1 Terms and Conditions of
Page 289 and 290: and settling of transactions in tho
Page 291 and 292: 3 Status of the Notes The Notes and
Page 293 and 294: (3) the relevant Reset Date is eith
Page 295 and 296: (vi) if “30E/360 (ISDA)” is spe
Page 297 and 298: (c) Payments in respect of Register
Page 299 and 300: 6 Redemption and Purchase (a) Redem
Page 301 and 302: 7 Taxation All payments in respect
Page 303 and 304: 10 Replacement of Notes, Certificat
Page 305 and 306: For the purposes of this Condition
Page 307 and 308: If the Final Terms indicates that t
Page 309 and 310: This Global Note does not confer on
Page 311: Date made Interest Payment Date Sch
Page 315 and 316: Schedule Two* EXCHANGES FOR DEFINIT
Page 317 and 318: PART 2 FORM OF PERMANENT GLOBAL NOT
Page 319 and 320: (a) if specified in the applicable
Page 321 and 322: IN WITNESS whereof the Issuer has c
Page 323 and 324: Date made PART II PAYMENT OF INSTAL
Page 325 and 326: Date made PART IV PURCHASES AND CAN
Page 327 and 328: ANNEX [attach the Final Terms that
Page 329 and 330: provided in the Conditions and the
Page 331 and 332: For value received the undersigned
Page 333 and 334: PART 4 FORM OF DTC RESTRICTED GLOBA
Page 335 and 336: Interests in a DTC Restricted Globa
Page 339 and 340: On the front: PART 5 FORM OF REGULA
Page 341 and 342: On the back: Terms and Conditions o
Page 345 and 346: The Issuer, subject to and in accor
Page 347 and 348: Final Terms [Here to be set out the
Page 349 and 350: Executed as a deed by VODAFONE GROU
Page 351 and 352: Exhibit 4.25
Page 361 and 362: (v) Liability incurred in connectio
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Stephen Scott Group General Counsel
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Appendix Section 661 (3) and (4) Co
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(v) Liability incurred in connectio
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UNAUDITED COMPUTATION OF RATIO OF E
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I, Andy N. Halford, certify that: R
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CONSENT OF INDEPENDENT REGISTERED P
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CAPITALIZATION AND INDEBTEDNESS Exh
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