UNITED STATES SECURITIES AND EXCHANGE ... - Vodafone

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This Regulation S Certificate, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with English law. IN WITNESS whereof this Regulation S Certificate has been executed on behalf of the Issuer. Dated as of the Issue Date. VODAFONE GROUP PLC By: .................................... Duly Authorised Authenticated by HSBC Bank USA, National Association as Registrar. By: .................................... Authorised Officer 11398-03456 ICM:8658907.5 57 Exhibit 2.3
On the back: Terms and Conditions of the Notes [Conditions to be as set out in the Schedule 1 to this Trust Deed or such other form as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Registrar, the Trustee and the relevant Dealer(s), but shall not be endorsed if not required by the relevant Stock Exchange.] 11398-03456 ICM:8658907.5 58 Exhibit 2.3
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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
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153 Indemnity DIRECTORS’ LIABILIT
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• may provide a director, Secreta
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directors) he has certain rights at
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• represented by Share Warrants w
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ecause the total number of shares i
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174 Capital 174.1 If the Company is
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179 Class Rights 179.1 The Company
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188 Transfer and purchase The Compa
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About the glossary Glossary This gl
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instruments Formal legal documents.
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transfers the right to be registere
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CONFORMED COPY 11398-03456 ICM:8658
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(B) On the date hereof the Issuer p
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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 and 312: Date made Interest Payment Date Sch
Page 313 and 314: Date made Total amount of principal
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: On the front: PART 5 FORM OF REGULA
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
Page 363 and 364: Stephen Scott Group General Counsel
Page 365 and 366: Appendix Section 661 (3) and (4) Co
Page 367 and 368: (v) Liability incurred in connectio
Page 369 and 370: UNAUDITED COMPUTATION OF RATIO OF E
Page 371 and 372: I, Andy N. Halford, certify that: R
Page 373 and 374: CONSENT OF INDEPENDENT REGISTERED P
Page 375: CAPITALIZATION AND INDEBTEDNESS Exh
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