Director/PDMR Shareholding

RNS Number : 1606A

Vodafone Group Plc

29 July 2008

 



VODAFONE GROUP PLC ('THE COMPANY')

In accordance with Disclosure and Transparency Rule 3.1.4R(1), I have to inform you of the following changes in share interests of directors and persons discharging managerial responsibilities ('PDMRs') of the Company:

	Number of ordinary shares of US$0.11 3/7 in the capital of Vodafone Group Plc
	A	B	C	D	E
	Award of performance shares (1)(2)	Vesting of performance shares (3)	No. of shares sold (4)	Purchased shares (5)	Net increase in holding (6)
Arun Sarin	0	686,848	281,608	0	405,240
Vittorio Colao*	7,127,741	0	0	865,446	865,446
Paul Michael Donovan	3,057,322	128,244	52,581	0	75,663
Warren Finegold	2,768,695	0	0	473,133	473,133
Andrew Nigel Halford*	4,357,399	215,990	215,990	295,956	295,956
Terry Kramer	2,061,620	0	0	267,987	267,987
Simon Lewis	1,087,835	117,930	48,352	0	69,578
Steve Pusey	1,442,976	0	0	144,429	144,429
Frank Rövekamp	2,336,649	0	0	207,256	207,256
Stephen Scott	2,243,810	123,252	50,534	0	72,718

* Denotes Director of the Company

(1)	Conditional awards of shares were granted on 29 July 2008 by the Company. The awards have been granted in accordance with the Vodafone Global Incentive Plan (incorporating co-investment). The vesting of these awards is conditional on continued employment with the Vodafone Group, retention of co-investment and on the satisfaction of a performance condition approved by the Remuneration Committee. The performance measure is based on free cash flow performance with a multiplier that is based on comparative total shareholder return (TSR) performance. The free cash flow performance is based on a three year cumulative adjusted cash flow figure. The target free cash flow level is set by reference to the Company's three year plan and market expectations, 12.5% of the award will vest for target performance, rising further to 50% vesting for maximum performance. The multiplier is based on the TSR of Vodafone Group Plc over the three year performance period 1 April 2008 to 31 March 2011 relative to a peer group of five companies within the European Telecoms sector as well as one emerging market composite. There will be no increase in vesting until TSR performance exceeds median, at which point the multiplier will increase up to two on a linear basis for upper quintile performance. The maximum vesting is 100% for maximum free cash flow performance (50%) and maximum TSR performance (multiplier of 2). For further details of the Plan, please see page 74 of the Company's 2008 Annual Report, available at www.vodafone.com.
(2)	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.
(3)	These share awards which were granted on 26 July 2005 have vested following assessment of the performance and employment conditions to which the awards were subject. The awards were granted in accordance with the rules of the Vodafone Group Plc 1999 Long Term Stock Incentive Plan and the Vodafone Group Global Long Term Incentive Plan (Performance Shares). Based on the performance achieved, 40% of the shares comprised in the awards have vested.
(4)	The figures in column C are the number of shares sold on behalf of directors/PDMRs. 521,631 shares were sold at 131.31 pence per share on 28 July 2008 and 127,434 shares at 131.25 pence per share on 29 July 2008. These share sales were made, inter alia, to satisfy the tax liabilities arising on the vesting of the performance shares.
(5)	The Company was advised by UBS Trustees (Jersey) Limited that on 29 July 2008 the above named directors and PDMRs acquired an interest in the number of shares of 11 3/7 cents each in the Company in column D above at the price of 131.85 pence per share.
(6)	The figures in column E are the net number of shares by which the shareholdings of the directors and PDMRs have increased following these transactions, excluding share options and unvested incentive shares.

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

Vittorio Colao	1,045,509
Andrew Nigel Halford	1,207,346

The Company was notified of these changes on 29 July 2008.

P R S Howie

Deputy Group Company Secretary

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