Form 6-K

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Pursuant to Rules 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

Dated August 11, 2006

 

VODAFONE GROUP
PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

 

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND (Address of principal
executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

 

Form 20-F     ü    

Form 40-F  _____

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

 

Yes  _____

No     ü    

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82______________

 


 

 

 

This Report on Form 6-K contains the following:-

 

 

 

 

 

 

1.

 

A news release dated July 25, 2006 entitled ‘Vodafone Group Plc – Annual General Meeting”

 

 

 

2.

 

A news release dated July 25, 2006 entitled ‘Vodafone Group Plc – Extraordinary General Meeting”

 

 

 

3.

 

A news release dated July 31, 2006 entitled ‘Issue of B Shares and Consolidation of Existing Ordinary Shares’

 

 

 

4.

 

A news release dated July 31, 2006 entitled ‘Share Capital Consolidation’

 

 

 

5.

 

Stock Exchange Announcement dated July 3, 2006 entitled ‘Transaction in Own Securities’

 

 

 

6.

 

Stock Exchange Announcement dated July 3, 2006 entitled ‘Vodafone Group Plc (“the Company”)’

 

 

 

7.

 

Stock Exchange Announcement dated July 4, 2006 entitled ‘Transaction in Own Securities’

 

 

 

8.

 

Stock Exchange Announcement dated July 5, 2006 entitled ‘Transaction in Own Securities’

 

 

 

9.

 

Stock Exchange Announcement dated July 5, 2006 entitled ‘Vodafone Group Plc (“the Company”)’

 

 

 

10.

 

Stock Exchange Announcement dated July 6, 2006 entitled ‘Transaction in Own Securities’

 

 

 

11.

 

Stock Exchange Announcement dated July 7, 2006 entitled ‘Transaction in Own Securities’

 

 

 

12.

 

Stock Exchange Announcement dated July 10, 2006 entitled ‘Transaction in Own Securities’

 

 

 

13.

 

Stock Exchange Announcement dated July 10, 2006 entitled ‘Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons’

 

 

 

14.

 

Stock Exchange Announcement dated July 11, 2006 entitled ‘Transaction in Own Securities’

 

 

 

15.

 

Stock Exchange Announcement dated July 13, 2006 entitled ‘Transaction in Own Securities’

 

 

 

16.

 

Stock Exchange Announcement dated July 17, 2006 entitled ‘Transaction in Own Securities’

 

 

 

17.

 

Stock Exchange Announcement dated July 18, 2006 entitled ‘Transaction in Own Securities’

 

 

 

18.

 

Stock Exchange Announcement dated July 19, 2006 entitled ‘Transaction in Own Securities’

 

 

 

19.

 

Stock Exchange Announcement dated July 20, 2006 entitled ‘Transaction in Own Securities’

 

 

 

20.

 

Stock Exchange Announcement dated July 20, 2006 entitled ‘Notification of Transactions of Directors, Persons Discharging Managerial Responsibility or Connected Persons’

 

 

 

21.

 

Stock Exchange Announcement dated July 21, 2006 entitled ‘Transaction in Own Securities’

 

 

 

22.

 

Stock Exchange Announcement dated July 24, 2006 entitled ‘Transaction in Own Securities’

 

 

 

23.

 

Stock Exchange Announcement dated July 25, 2006 entitled ‘Vodafone Group Plc (“the Company”)’

 

 

 

 


 

25 July 2006

 

VODAFONE GROUP PLC – ANNUAL GENERAL MEETING

 

The Annual General Meeting of Vodafone Group Plc was held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Tuesday 25 July 2006.

 

The results of polls on all 22 resolutions were as follows:

 

 

Resolution

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

 

 

1.

 

Receive directors’ report and financial statements

 

38,205,456,234

 

71,041,441

 

1,114,080,246

 

 

 

 

 

 

 

 

 

 

 

2.

 

Re-elect Sir John Bond as a director

 

38,823,090,529

 

449,239,128

 

118,254,663

 

 

 

 

 

 

 

 

 

 

 

3.

 

Re-elect Arun Sarin as a director

 

33,460,492,613

 

3,710,627,541

 

2,219,432,723

 

 

 

 

 

 

 

 

 

 

 

4.

 

Re-elect Thomas Geitner as a director

 

38,993,321,042

 

277,959,432

 

119,305,633

 

 

 

 

 

 

 

 

 

 

 

5.

 

Re-elect Dr Michael Boskin as a director

 

37,414,207,229

 

1,855,620,173

 

120,757,477

 

 

 

 

 

 

 

 

 

 

 

6.

 

Re-elect Lord Broers as a director

 

37,391,191,595

 

1,544,076,207

 

455,325,210

 

 

 

 

 

 

 

 

 

 

 

7.

 

Re-elect John Buchanan as a director

 

37,702,628,671

 

1,568,161,904

 

119,801,595

 

 

 

 

 

 

 

 

 

 

 

8.

 

Re-elect Andy Halford as a director

 

38,996,135,876

 

274,431,551

 

120,030,250

 

 

 

 

 

 

 

 

 

 

 

9.

 

Re-elect Professor Jürgen Schrempp as a director

 

37,242,163,907

 

1,692,940,695

 

455,486,747

 

 

 

 

 

 

 

 

 

 

 

10.

 

Re-elect Luc Vandevelde as a director

 

37,034,315,693

 

2,007,652,673

 

348,596,848

 

 

 

 

 

 

 

 

 

 

 

11.

 

Elect Philip Yea as a director

 

38,866,645,104

 

402,715,075

 

121,231,418

 

 


 

12.

Elect Anne Lauvergeon as a director

 

38,900,856,143

 

368,648,248

 

121,076,463

 

 

 

 

 

 

 

 

 

 

13.

Elect Anthony Watson as a director

 

38,988,735,770

 

280,964,506

 

120,896,892

 

 

 

 

 

 

 

 

 

 

14.

Approve the final dividend of 3.87 pence per share

 

39,027,934,249

 

85,860,553

 

276,797,731

 

 

 

 

 

 

 

 

 

 

15.

Approve the Remuneration Report

 

31,427,385,227

 

3,357,831,297

 

4,605,368,872

 

 

 

 

 

 

 

 

 

 

16.

Re-appoint Deloitte & Touche LLP asauditors

 

38,626,462,169

 

232,721,517

 

531,412,080

 

 

 

 

 

 

 

 

 

 

17.

Authorise the Audit Committee to determine the auditors’ remuneration

 

39,039,783,844

 

216,784,799

 

134,015,328

 

 

 

 

 

 

 

 

 

 

18.

Adopt new Articles of Association

 

39,184,512,859

 

38,174,968

 

167,887,711

 

 

 

 

 

 

 

 

 

 

19.

Political donations

 

37,691,547,981

 

756,382,601

 

942,581,309

 

 

 

 

 

 

 

 

 

 

20.

Authority to allot shares

 

37,564,484,814

 

1,665,067,768

 

161,028,709

 

 

 

 

 

 

 

 

 

 

21.

Disapplication of pre-emption rights

 

37,752,977,570

 

1,576,481,635

 

61,115,292

 

 

 

 

 

 

 

 

 

 

22.

Approval of market purchases of ordinary shares

 

39,131,574,601

 

123,143,512

 

135,877,295

 

 

Accordingly, resolutions 1 to 17, 19 and 20 were passed as ordinary resolutions and resolutions 18, 21 and 22 were passed as special resolutions.

 

 

Stephen Scott

Group General Counsel and Company Secretary

 


 

25 July 2006

 

VODAFONE GROUP PLC – EXTRAORDINARY GENERAL MEETING

 

An Extraordinary General Meeting of Vodafone Group Plc was held at the Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1 on Tuesday 25 July 2006.

 

The result of the poll on the resolution was as follows:

 

Resolution

 

For

 

Against

 

Abstain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

To approve the Return of Capital by way of a B Share Scheme and Share Consolidation and the consequential amendment to the Articles of Association.

 

39,815,957,284

 

72,831,775

 

59,556,104

 

 

 

Accordingly, the resolution was passed as a special resolution.

 

 

Stephen Scott

Group General Counsel and Company Secretary

 


 

31 July 2006

 

ISSUE OF B SHARES AND CONSOLIDATION OF EXISTING ORDINARY SHARES

 

At the Extraordinary General Meeting of Vodafone Group Plc held on 25 July 2006 shareholders approved a return of capital, by way of a B share scheme, of 15p for each existing issued ordinary share held at the close of business on 28 July 2006 and the consolidation of existing ordinary shares on the basis of 7 new ordinary shares for 8 existing ordinary shares.

 

The new ordinary shares have today been admitted to the London Stock Exchange official list, and commence trading today.

 

A total of 66,271,035,240 B shares were issued today. Following the issue of the B shares, 66,271,035,240 existing ordinary shares were consolidated into 57,987,155,835 new ordinary shares.

 

 

P R S Howie

Deputy Company Secretary

 


 

31 July 2006

 

SHARE CAPITAL CONSOLIDATION

 

Application has been made to the UK Listing Authority for the listing of 58,247,522,616 ordinary shares of 11 3/7 US cents each in Vodafone Group Plc (the “Company”) to the Official List and to the London Stock Exchange for these shares to be admitted to trading.

 

Included in this figure are block listing shares as follows:-

 

12,156,342

 

-

 

Vodafone Group Plc Executive Share Option Scheme, Vodafone Group 1998 Company Share Option Scheme and Vodafone Group 1998 Executive Share Option Scheme

 

 

 

 

 

711,720

 

-

 

Vodafone Group 1998 Sharesave Scheme

 

 

 

 

 

74,407,082

 

-

 

AirTouch Communications, Inc. 1993 Long Term Stock Incentive Plan

 

 

 

 

 

1,930,681

 

-

 

Vodafone Share Incentive Plan

 

 

 

 

 

3,218,851

 

-

 

Panafon share option scheme

 

 

 

 

 

5,148,784

 

-

 

Restricted/Phantom Stock awards

 

 

 

 

 

36,370,884

 

-

 

1999 Long Term Stock incentive Plan

 

 

 

 

 

1,421,875

 

-

 

Employee Share Purchase Plan

 

 

 

 

 

125,000,562

 

-

 

Merger Listing.

 

 

 

 

 

 

 

- ends -

 

 

P R S Howie
Deputy Company Secretary

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

 

 

Date of transfer:

 

30 June 2006

 

 

 

Number of ordinary shares transferred:

 

182,108

 

 

 

Highest transfer price per share:

 

113p

 

 

 

Lowest transfer price per share:

 

90p

 

 

Following the above transfer, Vodafone holds 6,110,472,115 of its ordinary shares in treasury and has 60,157,188,141 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

Vodafone Group Plc (“the Company”)

 

In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1) of the Disclosure Rules sourcebook, I have to inform you of the following changes in share interests of directors and PDMRs 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 long
term incentive
award shares
(1)

Vesting of short
term incentive
award shares
(2)

No. of
shares sold
(3)

No. of shares
transferred
(4)

AllShares
awards
(5)

Arun Sarin*

481,509

1,520,600

820,865

1,181,244

340

Thomas Geitner*

204,006

-

83,643

120,363

340

Andrew Nigel Halford*

43,318

292,299

137,604

198,013

340

Sir Julian Horn-Smith*

281,880

-

281,880

-

-

James Brian Clark

125,783

-

46,540

79,243

340

Paul Michael Donovan

63,081

-

25,864

37,217

340

Warren Finegold

-

-

-

-

340

Alan Paul Harper

115,884

585,536

287,583

413,837

340

Simon David Lewis

-

-

-

-

340

Timothy Marshall Miles

-

-

-

-

340

William Thomas Morrow

-

-

-

-

340

Frank Rovekamp

-

-

-

-

340

Stephen Roy Scott

86,999

-

35,670

51,329

340

* Denotes Director of the Company

 

(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, 26.1% of the shares comprised in the original award have vested and the remainder of the award has lapsed. The awards were granted on 30 July 2003, with the exception of Andy Halford and Paul Donovan whose awards were granted on 1 July 2003, in accordance with the Vodafone Group Plc 1999 Long Term Stock Incentive Plan. The figures in column A are the number of shares comprised in the vested percentage of the original award.

(2)

 

The Trustees of the Vodafone Group Employee Trust have resolved to release these shares 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 1 July 2004 in accordance with the Vodafone Group Short Term Incentive Plan.

(3)

 

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 30 June 2006. These share sales were made at 115.2368 pence per share on behalf of the directors / PDMRs to satisfy the tax liabilities arising on the release of the shares to the directors /PDMRs. In addition, 166,309 shares were sold on behalf of Sir Julian Horn-Smith at a price of 115.2368 pence per share.

(4)

 

The figures in column D are the net number of shares that the Company has been advised by Mourant & Co were on 30 June 2006 transferred from the Trustees to the directors/PDMRs in satisfaction of the vesting of the long term and short term awards of shares disclosed in columns A and B.

 

 


 

(5)

 

An award of 340 shares was today granted on an all employee basis by the Trustees of the Vodafone Global Employee Share Trust. The awards have been made in accordance with the Vodafone Global Incentive Plan. The shares were awarded at a price of 115.25 pence per share. The vesting of these awards is conditional on continued employment with the Vodafone Group until 3 July 2008.

 

As a result of the above, the interests in shares (excluding share options and unvested incentive shares) of the following Directors are as follows:

 

Mr A Sarin

6,850,907

Mr T Geitner

571,919

Mr A Halford

588,722

Sir Julian Horn-Smith

1,829,599

 

 

S R Scott
Company Secretary

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

3 July 2006

 

 

Number of ordinary shares transferred:

166,327

 

 

Highest transfer price per share:

115p

 

 

Lowest transfer price per share:

115p

 

 

Following the above transfer, Vodafone holds 6,110,305,788 of its ordinary shares in treasury and has 60,157,509,406 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

4 July 2006

 

 

Number of ordinary shares transferred:

2,146,531

 

 

Highest transfer price per share:

115.25 p

 

 

Lowest transfer price per share:

115.25 p

 

 

Following the above transfer, Vodafone holds 6,108,159,257 of its ordinary shares in treasury and has 60,159,655,937 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

Vodafone Group Plc (“the Company”)

 

In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1) of the Disclosure Rules sourcebook, I have to inform you of the following changes in share interests of directors and PDMRs of the Company:

 

 

Number of ordinary shares of US$0.10
in the capital of Vodafone Group Plc

 

Vesting of AllShares award(1)
Number of shares transferred

Arun Sarin*

350

Thomas Geitner*

350

Andrew Nigel Halford*

350

Sir Julian Horn-Smith*

350

James Brian Clark

350

Paul Michael Donovan

350

Alan Paul Harper

350

Timothy Marshall Miles

350

William Thomas Morrow

350

Frank Rövekamp

350

Stephen Roy Scott

350

* Denotes Director of the Company

 

The Trustees of the Vodafone Global Employee Trust have resolved to release these shares to directors following satisfaction of employment conditions to which the awards were subject. The awards were granted on 5 July 2004 in accordance with the Vodafone Group Plc 1999 Long Term Stock Incentive Plan.

 

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:

 

Mr A Sarin

6,851,257

 

Mr T Geitner

572,269

 

Sir Julian Horn-Smith

1,829,949

 

Mr A Halford

589,072

 

 

The Company was notified of these changes on 5 July 2006.

 

 

S R Scott
Company Secretary

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

5 July 2006

 

 

Number of ordinary shares transferred:

89,050

 

 

Highest transfer price per share:

115.25p

 

 

Lowest transfer price per share:

115.25p

 

 

Following the above transfer, Vodafone holds 6,108,070,207 of its ordinary shares in treasury and has 60,160,779,023 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

6 July 2006

 

 

Number of ordinary shares transferred:

14,068,228

 

 

Highest transfer price per share:

119 pence

 

 

Lowest transfer price per share:

92.99 pence

 

 

Following the above transfer, Vodafone holds 6,094,001,979 of its ordinary shares in treasury and has 60,175,000,421 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

7 July 2006

 

 

Number of ordinary shares transferred:

95,534

 

 

Highest transfer price per share:

119p

 

 

Lowest transfer price per share:

70.92p

 

 

Following the above transfer, Vodafone holds 6,093,906,445 of its ordinary shares in treasury and has 60,175,095,955 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING  MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

 

Vodafone Group Plc (“the Company”)

 

Further to the Company’s announcement on 3 July 2006, in accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1), I have to inform you that the Company has been advised that Mr Andrew Nigel Halford, a Director of the Company, has today sold 198,013 ordinary shares of US$0.10 each at a price of 118.78p per share. As a result of this transaction, Mr Halford’s interest in shares (excluding share options and unvested incentive shares) is now 391,059.

 

In addition, the Company has been advised that on 4 July 2006 Mr Alan Paul Harper, a person discharging managerial responsibility, exercised an option granted to him pursuant to the rules of the Vodafone Group Plc Executive Share Option Scheme, an Inland Revenue (HMRC) approved scheme, over 62,000 ordinary shares of US$0.10 each at an option price of 48.3p per share. Mr Harper has retained the shares.

 

 

Stephen Scott
Group General Counsel and Company Secretary

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

10 July 2006

 

 

Number of ordinary shares transferred:

175,819

 

 

Highest transfer price per share:

120p

 

 

Lowest transfer price per share:

90p

 

 

Following the above transfer, Vodafone holds 6,093,730,626 of its ordinary shares in treasury and has 60,175,346,899 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

12 July 2006

 

 

Number of ordinary shares transferred:

97,232

 

 

Highest transfer price per share:

119.75p

 

 

Lowest transfer price per share:

90p

 

 

Following the above transfer, Vodafone holds 6,093,633,394 of its ordinary shares in treasury and has 60,175,537,802 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

14 July 2006

 

 

Number of ordinary shares transferred:

102,902

 

 

Highest transfer price per share:

118.75p

 

 

Lowest transfer price per share:

92.99p

 

 

Following the above transfer, Vodafone holds 6,093,530,492 of its ordinary shares in treasury and has 60,175,640,704 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

17 July 2006

 

 

Number of ordinary shares transferred:

45,193

 

 

Highest transfer price per share:

119.75p

 

 

Lowest transfer price per share:

92.99p

 

 

Following the above transfer, Vodafone holds 6,093,485,299 of its ordinary shares in treasury and 60,175,695,291 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

18 July 2006

 

 

Number of ordinary shares transferred:

45,419

 

 

Highest transfer price per share:

113.5p

 

 

Lowest transfer price per share:

92.99 p

 

 

Following the above transfer, Vodafone holds 6,093,439,880 of its ordinary shares in treasury and has 60,176,696,080 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

19 July 2006

 

 

Number of ordinary shares transferred:

47,877

 

 

Highest transfer price per share:

111.75p

 

 

Lowest transfer price per share:

111.5p

 

 

Following the above transfer, Vodafone holds 6,093,392,003 of its ordinary shares in treasury and 60,176,760,558 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING  MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

 

Vodafone Group Plc (“the Company”)

 

In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1), I have to inform you that the Company was advised on 19 July 2006 by Mourant ECS Trustees Limited that on 12 July 2006 the following directors and persons discharging managerial responsibility each acquired an interest in 212 shares of US$0.10 each in the Company at the price of 118p per share pursuant to the rules of the Vodafone Group Share Incentive Plan:

 

Sir Julian Horn-Smith*

Andrew Nigel Halford*

Alan Paul Harper

Stephen Roy Scott

Paul Michael Donovan

 

* Denotes Director of the Company

 

 

 

Stephen Scott
Group General Counsel and Company Secretary

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

20 July 2006

 

 

Number of ordinary shares transferred:

49,486

 

 

Highest transfer price per share:

111.5p

 

 

Lowest transfer price per share:

90p

 

 

Following the above transfer, Vodafone holds 6,093,342,517 of its ordinary shares in treasury and has 60,176,810,044 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

VODAFONE GROUP PLC

TRANSACTION IN OWN SECURITIES

 

Vodafone Group Plc (“Vodafone”) announces today that it has transferred to participants in its employee share schemes the following number of its ordinary shares of U.S.$0.10 each, which were previously held as treasury shares.

 

 

Ordinary Shares

 

 

 

Date of transfer:

21 July 2006

 

 

Number of ordinary shares transferred:

71,230

 

 

Highest transfer price per share:

114 pence

 

 

Lowest transfer price per share:

111 pence

 

 

Following the above transfer, Vodafone holds 6,093,271,287 of its ordinary shares in treasury and has 60,176,893,368 ordinary shares in issue (excluding treasury shares).

 

 

This announcement does not constitute, or form part of, an offer or any solicitation of an offer for securities in any jurisdiction.

 


 

Vodafone Group Plc ("the Company")

 

In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1) of the Disclosure Rules sourcebook, I have to inform you of the following changes in share interests of directors and PDMRs of the Company as a result of conditional awards of performance shares and the conditional grant of share options. The vesting of the awards and grants is dependant upon the achievement of performance conditions and continued employment:

 

 

Number of ordinary shares of US$0.10

in the capital of Vodafone Group Plc

 

Award of performance shares (1)(3)   

Grant of share options (2(3)   

Arun Sarin*

2,508,380

8,115,350

Thomas Geitner*

1,227,587

3,971,607

Andrew Nigel Halford*

946,558

3,062,396

James Brian Clark

811,191

2,624,442

Paul Michael Donovan

621,179

2,009,697

Warren Finegold

492,999

1,594,998

Alan Paul Harper

603,213

1,951,573

Simon David Lewis

447,911

1,449,125

Timothy Marshall Miles

374,694

1,212,248

Frank Rovekamp

283,968

918,720

Stephen Roy Scott

477,127

1,543,649

 

* Denotes Director of the Company

 

(1)

 

Conditional awards of shares were granted on 25 July 2006 by the Company. The awards have been granted in accordance with the Vodafone Global Incentive Plan. The vesting of these awards is conditional on continued employment with the Vodafone Group and on the satisfaction of a performance condition approved by the Remuneration Committee. The performance measure is comparative total shareholder return (TSR). The TSR of Vodafone Group Plc over the three year performance period 2006-2009 is compared to that of other constituent companies of the FTSE Global Telecommunications index and companies are ranked by reference to their relative TSR performance. If Vodafone’s TSR performance is such as to position it in the top half of the performance ranking of the constituent companies, all or some of the shares comprised in the award will vest. The vesting schedule provides that 25% of the award will vest for median performance, rising to full vesting if the Company’s performance is within the top 20% of companies in the index.

 

 

 

(2)

 

The options were granted on 25 July 2006 by the Company in accordance with the Vodafone Global Incentive Plan and with the Company’s policy on long-term incentives that has been approved by shareholders. The options will be exercisable at a price per share of 115.25p which is the London Stock Exchange closing price per share on 24 July 2006. The options will be exercisable subject to continued employment with the Vodafone Group and the satisfaction of a performance condition approved by the Remuneration Committee. The performance condition is that compound growth in adjusted earnings per share over the three-year performance period must exceed at least 5% per annum. If the compound growth is 5% per annum, 25% of the option will vest rising to full vesting if compound growth is 10% per annum. In the event that full vesting is not achieved after three years, the options will lapse. The options are normally exercisable at any time between 3 and 10 years from the date of grant.

 


 

(3)

 

These awards are also conditional on the directors and other PDMRs being compliant with the Company’s share ownership guidelines, which provide that they will acquire and maintain minimum levels of shareholding. The levels are four times salary for the Chief Executive, three times salary for other Board directors and two times salary for the other PDMRs, who are members of the Executive Committee.

 

 

S R Scott

Group General Counsel and Company Secretary

 


 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised.

 

 

 

VODAFONE GROUP

 

PUBLIC LIMITED COMPANY

 

(Registrant)

 

 

 

 

Dated: August 11, 2006

By: /s/   S R SCOTT

 

Name: Stephen R. Scott

 

Title:  Company Secretary