Director Shareholding
Vodafone Group Plc
02 July 2003
Vodafone Group Plc ('the Company')
In accordance with Section 329 of the Companies Act 1985, I have to inform you
of the following changes in share interests of directors of the Company:
Number of ordinary shares of US$0.10
in the capital of Vodafone Group Plc
A B C D E
Vesting of Vesting of No. of shares No. of Short term
long term short term sold shares incentive new awards
award shares award shares incentive transferred incentive
(1) (3) (2) (3) (4) (5) (6)
Sir 79,512 793,202 357,813 514,901 -
Christopher
Gent
Peter Richard 43,289 - 17,749 25,540 1,056,466
Bamford
Vittorio Colao - - - - 942,015
Thomas Geitner - - - - 329,205
Julian Michael 43,289 431,852 194,809 280,332 1,324,070
Horn-Smith
Kenneth John 43,289 431,852 194,809 280,332 1,081,324
Hydon
1. The Trustees of the Vodafone Group Employee Trust have resolved to release
these shares to directors following assessment of the performance, time and
employment conditions to which the awards were subject. Based on the
performance achieved, 36.9% of the shares comprised in the original award
have vested and the remainder of the award has lapsed. The awards were
granted on 1 July 2000 in accordance with the Vodafone Group 1999 Long Term
Stock Incentive Plan.
2. The Trustees of the Vodafone Group Employee Trust have resolved to release
these shares to directors following assessment of the performance, time and
employment conditions to which the awards were subject. Based on the
performance achieved, 100% of the shares comprised in the original award
have vested. The awards were granted on 14 June 2001 in accordance with the
Vodafone Group Short Term Incentive Plan.
3. The figures in columns A and B are the number of shares comprised in the
vested percentage of the original award plus the number of shares that
represent the value of dividends declared and paid or payable in respect of
such shares since the date of award.
4. The figures in column C are the number of shares out of those listed in
columns A and B that the Company has been advised by Mourant & Co were sold
by the Trustees of the Vodafone Group Employee Trust on 1 July 2003 at
117.47 pence per share on behalf of the directors. These share sales were
made to satisfy the tax liabilities arising on the release of the shares to
directors.
5. The figures in column D are the net number of shares that the Company has
been advised by Mourant & Co were on 1 July 2003 transferred from the
Trustees to the directors in satisfaction of the vesting of the long term
and short term awards of shares disclosed in columns A and B.
6. The Company was advised by Mourant & Co on 1 July 2003 that, further to
conditional awards made by the Trustees of the Vodafone Group Employee Trust
in accordance with the Vodafone Group Short Term Incentive Plan, the number
of shares in column E were on 30 June 2003 purchased at a price per share of
119.75 pence. The cash equivalent values of two thirds of these awards were
outlined in the Annual Report and Accounts and Form 20-F for the year ended
31 March 2003. The shares will normally be transferred to participants on or
shortly after the second anniversary of the date of grant of the award,
subject to the continued employment of the participants. The vesting of one
third of the shares in each award is additionally conditional on the
achievement of a performance target approved by the Remuneration Committee.
The performance condition is that the growth in adjusted earnings per share
over the two-year performance period must be at least five percentage points
per annum above the rate of growth of the UK Retail Prices Index over the
same period.
As a result of the above, the interests in shares (excluding share options and
unvested incentive shares) of the following Directors have increased to the
following:
Sir Christopher Gent 3,855,852
Mr P R Bamford 284,488
Mr J Horn-Smith 1,729,373
Mr K J Hydon 2,116,764
S R Scott
Company Secretary
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