Director/PDMR Shareholding

RNS Number : 0315I

Vodafone Group Plc

27 June 2013

 



Vodafone Group Plc ("the Company")

In accordance with Disclosure and Transparency Rule 3.1.4R(1), the Company gives notice of the following changes in share interests of directors, persons discharging managerial responsibilities ("PDMRs") of the Company and their connected persons:

	Number of ordinary shares of US$0.113/7 in the capital of Vodafone Group Plc
	Award of performance shares (3)
Vittorio Colao*(1)	2,540,926
Andrew Halford*(1)	1,281,908
Stephen Pusey*(1)	1,052,996
Paolo Bertoluzzo(1)	1,056,151
Warren Finegold (1)	798,650
Philipp Humm(1)	1,048,834
Nick Jeffery(1)	674,250
Matthew Kirk(1)	584,350
Morten Lundal (1)	734,184
Rosemary Martin (1)	621,809
Rosemary Martin (2)	115,149
Nick Read (1)	861,542
Nick Read (2)	159,544
Ronald Schellekens (1)	741,675
Ronald Schellekens (2)	137,347

^* Denotes Director of the Company

(1) Conditional awards of shares were granted on 26 June 2013 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 condition 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 free cash flow figure. The target adjusted free cash flow level is set by reference to the Company's three year plan and market expectations; 100% of the award will vest for target performance, rising to 150% vesting for maximum performance. The multiplier is based on the TSR of the Company over the three year performance period 1 April 2013 to 31 March 2016 relative to a peer group of six 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 300%: for maximum free cash flow performance (150%) and maximum TSR performance (multiplier of 2). For further details of the Plan, please see page 76 of the Company's 2013 Annual Report, available at www.vodafone.com/investor.

(2) Additional conditional awards of shares were granted on 26 June 2013 by the Company. The awards have been granted in accordance with the rules of the Vodafone Global Incentive Plan and are in relation to achievements under the annual bonus  for the 2012/13 performance year .   The vesting of these awards is two years from grant and is conditional on continued employment with the Vodafone Group.

(3)  The Directors and other PDMRs are subject to 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.

In addition, the Company gives notice that on 26 June 2013, Francesca Fiore, a connected person of Paolo Bertoluzzo, received an award of performance shares over 93,406 ordinary shares. The award has been granted in accordance with the Vodafone Global Incentive Plan.  The vesting of this award is conditional on continued employment with the Vodafone Group and on the satisfaction of a performance condition approved by the Remuneration Committee.

The Company was notified of these changes on 26 June 2013.

 

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