TIDMVOD
RNS Number : 0839Z
Vodafone Group Plc
11 May 2023
11 May 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
VODAFONE AND e& FORM STRATEGIC RELATIONSHIP
ACROSS EUROPE, THE MIDDLE EAST AND AFRICA
Vodafone Group Plc ("Vodafone") and Emirates Telecommunications
Group Company PJSC ("e&") today announced that they have agreed
a strategic relationship that brings the two operators closer
together in certain aspects of their businesses .
As part of this strategic relationship , Vodafone and e&
have entered into a relationship agreement that establishes e&
as a cornerstone shareholder of Vodafone (the "Relationship
Agreement"). This is the next phase in a strategic relationship
that began in May 2022, when e& made its original investment in
Vodafone.
The strategic relationship also enables collaboration across a
broad range of growth areas, as e& and Vodafone can benefit
from each other's respective operational scale and complementary
geographic footprint. The key areas of commercial collaboration
that Vodafone and e& will initially pursue include:
-- In Enterprise, Vodafone and e& will explore jointly
offering cross-border digital services and solutions to
multi-national customers and public sector organisations. Services
will include fixed and mobile connectivity, Mobile Private
Networks, IoT, cybersecurity and cloud-based services.
-- In Procurement, Vodafone and e& will seek to share best
practice and may adopt joint procurement.
-- In Carrier, Wholesale & Roaming, the two operators will
work together to become the partner of choice in providing access
to high-quality digital infrastructure.
-- In Technology, both teams will seek to work together on a
technology roadmap, including the evolution and adoption of
OpenRAN.
Under the terms of the Relationship Agreement, the Group Chief
Executive Officer of e&, will join the Vodafone Board as a
non-executive Director (the "e& Nominee"), for as long as
e& maintains its current shareholding of 14.6%. e& will
also have the ability to nominate a second non-executive Director
(the "Independent Nominee"), independent of e&, if its
shareholding exceeds 20% (subject to certain adjustments while
regulatory approvals are outstanding). These appointments are
subject to receipt by e& of the required regulatory approvals.
Other key terms of the Relationship Agreement are summarised
below.
Margherita Della Valle, Vodafone Group Chief Executive, said:
"We know e& well and I'm delighted we have strengthened our
existing relationship through this strategic partnership . This
closer alignment allows us to capture opportunities in our
respective markets and brings additional telecoms experience to our
Board."
Hatem Dowidar, Chief Executive Officer of e&, said: " Our
investment in Vodafone is anchored by Vodafone Group's established
position and worldwide reputation as a prominent industry player
that provides cutting-edge connectivity and digital services. This
aligns with e&'s vision of becoming a global telecom and
technology player.
We extend a warm welcome to Margherita Della Valle as Vodafone's
newly appointed Group Chief Executive Officer, and we have full
confidence in her leadership abilities to steer the company toward
growth. We are convinced that our strategic relationship will
unlock opportunities for both companies to explore the swiftly
expanding global telecom market and next-generation
technologies".
Person responsible
The person responsible for arranging the release of this
announcement on behalf of Vodafone is Maaike de Bie Group General
Counsel and Company Secretary (Tel: +44 (0)1635 33251).
For more information from Vodafone, please contact:
Investor Relations Media Relations
investors.vodafone.com vodafone.com/media/contact
ir@vodafone.co.uk groupmedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury,
Berkshire RG14 2FN, England. Registered in England No.
1833679
For more information from e&, please contact:
Investor Relations
ir@eand.com www.eand.com
Relationship agreement key terms
The Nominees
-- Both the e& Nominee and the Independent Nominee (the
"Nominees") may be replaced from time to time by e&, subject to
certain procedures agreed in the Relationship Agreement. They shall
also be subject to annual (re-)election by Vodafone's
shareholders.
-- The e& Nominee shall be appointed to the Nominations and
Governance committee. The Nominees will be entitled to be appointed
to other committees of the Board on the same basis as other
non-executive directors but will not be entitled to be appointed to
the Audit and Risk Committee or the Remuneration Committee for so
long as their appointment on such committees would not be in
compliance of the UK Corporate Governance Code and/or the Nasdaq
Listing Rules applicable to Vodafone.
-- The appointment of the Nominees will be terminated if e&
falls below the relevant shareholding thresholds applicable to each
Nominee, the Relationship Agreement is terminated or, subject to
the terms of the Relationship Agreement, if they fail to comply
with applicable law or are removed from office by the
shareholders.
Standstill, lock-up and corporate actions
Subject to certain customary exceptions, e& undertakes
to:
-- not acquire any interests in Vodafone's shares which would
result in it and its affiliates having an interest exceeding 24.99
%;
-- not dispose of Vodafone shares for two years (save for a
maximum of 3% of Vodafone's shares during each twelve-month
period); and
-- refrain from taking certain other public actions, including
requisitioning a shareholder meeting or proposing any resolution to
be put forward at a shareholder meeting.
Public statements, confidentiality and information sharing
-- e& and Vodafone have agreed to certain mutual
non-disparagement provisions in relation to public statements about
the other party and their respective affiliates, or current or
former directors, officers or employees.
-- e& will be subject to customary confidentiality obligations.
About e&
e& is one of the world's leading technology and investment
groups. With consolidated net revenue at AED 52.4 billion and
consolidated net profit of AED 10 billion for 2022, its high credit
ratings reflect the company's strong balance sheet and proven
long-term performance.
Founded in Abu Dhabi more than four decades ago as the UAE's
first telecommunications company, the Group now operates in 16
countries across the Middle East, Asia and Africa.
e& provides innovative digital solutions, smart connectivity
and next-generation technologies to a variety of customer segments
through its business pillars: etisalat by e&, e&
international, e& life, e& enterprise and e&
capital.
To learn more about e&, please visit: https://eand.com/
About Vodafone
Unique in its scale as the largest pan-European and African
technology communications company, Vodafone transforms the way we
live and work through its innovation, technology, connectivity,
platforms, products and services. Vodafone operates mobile and
fixed networks in 22 countries, including 5 joint ventures and
associates, and partners with mobile networks in 46 more. As of 31
December 2022, we had over 330 million mobile customers, more than
28 million fixed broadband customers, and 21 million TV customers.
Vodafone is a world leader in the Internet of Things (IoT),
connecting over 155 million devices and platforms.
We have revolutionised fintech in Africa through M-Pesa, which
celebrated its 15th anniversary in 2022. M-Pesa is the region's
largest fintech platform, providing access to financial services to
more than 58 million people in a secure, affordable and convenient
way. Our purpose is to connect for a better future by using
technology to improve lives, digitalise critical sectors and enable
inclusive and sustainable digital societies. We are committed to
reducing our environmental impact to reach net zero emissions
across our full value chain by 2040, while helping our customers
reduce their own carbon emissions by 350 million tonnes by 2030. We
are driving action to reduce device waste and achieve our target to
reuse, resell or recycle 100% of our network waste.
We believe in the power of connectivity and digital services to
improve society and economies, partnering with governments to
digitalise healthcare, education and agriculture and create
cleaner, safer cities. Our products and services support the
digitalisation of businesses, particularly small and medium
enterprises (SMEs).
Our inclusion for all strategy seeks to ensure no-one is left
behind through access to connectivity, digital skills and creating
relevant products and services such as access to education,
healthcare and finance. We are also committed to developing a
diverse and inclusive workforce that reflects the customers and
societies we serve.
For more information, please vi sit http://www.vodafone.com ,
follow us on Twitter at @VodafoneGroup or connect with us on
LinkedIn at http://www.linkedin.com/company/vodafone .
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