Director/PDMR Shareholding
Vodafone Group Plc
03 July 2006
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 Vesting of short No. of No. of shares AllShares
term incentive term incentive shares sold transferred awards
award shares award shares
(3) (4) (5)
(1) (2)
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
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