1st Jul 2005 15:25
Vodafone Group Plc01 July 2005 Vodafone Group Plc ("the Company") In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule3.1.4R (i) of the Disclosure Rules sourcebook, I have to inform you of thefollowing 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 F Vesting of Vesting of No. of shares No. of shares Short term AllShares long term short term sold transferred incentive new awards incentive incentive awards award award shares (4) (5) (7) shares (6) (2) (1) (3)Arun Sarin* - - - - 1,260,747 320Peter Richard Bamford* 485,281 1,056,466 1,255,432 286,315 - 320Thomas Geitner* 371,510 329,205 289,894 410,821 428,179 320Sir Julian Horn-Smith* 633,837 1,324,070 802,743 1,155,164 - 320Kenneth John Hydon* 485,281 1,081,324 642,309 924,296 - -James Brian Clark 218,583 - 54,646 163,937 - 320Paul Michael Donovan 142,171 319,932 189,464 272,639 - 320Pietro Guindani - - - - - 320Alan Paul Harper 244,290 653,208 367,975 529,523 514,603 320Simon David Lewis - - - - - 320Jurgen von Kuczkowski 213,565 - 101,807 111,758 - -Timothy Marshall Miles - - - - - 320William Thomas Morrow - - - - - 320Stephen Roy Scott 183,401 490,396 276,258 397,539 - 320Shiro Tsuda - - - - - 320Philip Roy Williams 183,401 490,396 276,258 397,539 - - * Denotes Main Board Director 1 The Trustees of the Vodafone Group Employee Trust haveresolved to release these shares to directors following assessment of theperformance, time and employment conditions to which the awards were subject.Based on the performance achieved, 45.4% of the shares comprised in the originalaward have vested and the remainder of the award has lapsed. The awards weregranted on 1 August 2002 in accordance with the Vodafone Group Plc 1999 LongTerm Stock Incentive Plan, with the exception of award to Paul Donovan, whoseaward was granted on 1 July 2002 in accordance with the Vodafone Group Long TermIncentive Plan. 2 The Trustees of the Vodafone Group Employee Trust haveresolved to release these shares to directors following assessment of theperformance, time and employment conditions to which the awards were subject.Based on the performance achieved, 100% of the shares comprised in the originalaward have vested. The awards were granted on 1 July 2003 in accordance with theVodafone Group Short Term Incentive Plan. 3 The figures in columns A and B are the number of sharescomprised in the vested percentage of the original award plus the number ofshares that represent the value of dividends declared and paid or payable inrespect of such shares since the date of award. 4 The figures in column C are the number of shares out ofthose 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 July2005. These share sales were made at 136.6332 pence per share on behalf of thedirectors to satisfy the tax liabilities arising on the release of the shares todirectors. In addition, 623,314 shares were sold on behalf of Peter Bamford ata price of 136.6332 pence per share. 5 The figures in column D are the net number of shares thatthe Company has been advised by Mourant & Co were on 1 July 2005 transferredfrom the Trustees to the directors in satisfaction of the vesting of the longterm and short term awards of shares disclosed in columns A and B. 6 The Company was advised by Mourant & Co on 1 July 2005that, further to conditional awards made by the Trustees of the Vodafone GroupEmployee Trust in accordance with the Vodafone Group Short Term Incentive Plan,the number of shares in column E were on 1 July 2005 awarded at a price pershare of 136.6332 pence. The cash equivalent values of two thirds of theseawards were outlined in the Annual Report and Accounts and Form 20-F for theyear ended 31 March 2005. The shares will normally be transferred toparticipants on or shortly after the second anniversary of the date of grant ofthe award, subject to the continued employment of the participants. The vestingof one third of the shares in each award is additionally conditional on theachievement of a performance target approved by the Remuneration Committee. Thecondition is dependent on growth in adjusted earnings per share over the twoyear performance period. Seventy-five percent of the award subject to theperformance condition will be released for the achievement of EPS growth ofeleven percent over the two year period, rising on a straight line basis to onehundred percent vesting for growth of sixteen percent over the two-year period. 7 An award of 320 shares was today granted on an all employeebasis by the Trustees of the Vodafone Global Employee Share Trust. The awardshave been made in accordance with the Vodafone Group Plc 1999 Long Term StockIncentive Plan. The shares were awarded at a price of 136 pence per share. Thevesting of these awards is conditional on continued employment with the VodafoneGroup until 1 July 2007. As a result of the above, the interests in shares (excluding share options andunvested incentive shares) of the following Directors have increased to thefollowing: Mr A Sarin 4,844,000 Mr P R Bamford 533,591 Mr T Geitner 828,521 Sir Julian Horn-Smith 2,973,961 Mr K J Hydon 3,371,349 The Company was notified of these changes on 1 July 2005. S R ScottCompany Secretary This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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