Sec Form 13D Filing - Emirates Telecommunications Group Co PJSC filing for Vodafone Group Public Limited Company (VOD) - 2025-02-14

Atlas Holdings is a special purpose vehicle created to hold e&'s investment in the Issuer. The address of the principal business office of Atlas Holdings is 190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands. The principal business purposes of Atlas Holdings is to hold the Issuer's shares on behalf of e&.e& is an Abu Dhabi public joint-stock company listed on the Abu Dhabi Securities Exchange ("ADX") and is principally engaged in the telecommunications business. The address of the principal business office of e& is Emirates Telecommunications Group Company PJSC, Head Office Building A, Intersection of Zayed the 1st Street and Sheikh Rashid Bin Saeed Al Maktoum Street, PO Box 3838, Abu Dhabi.EIA is an integral part of the Federal Government and was established through Federal Decree Law No. 4 of 2007 as amended by Federal Decree Law No. 13 of 2009 and Federal Decree Law No. 11 of 2018. The address of the principal business office of EIA is PO Box 3235, International Tower, ADNEC Capital Centre, Abu Dhabi United Arab Emirates.

The name, business address, citizenship and present principal occupation or employment of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to in Annex A has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons nor, to the best of each Reporting Person's knowledge, any person referred to in Annex A has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The name, business address, citizenship and present principal occupation or employment of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated herein by reference.

The paragraph below is hereby added after the fourth paragraph in Item 4 of the Schedule 13D.Hatem Dowidar, e& Group Chief Executive Officer, was appointed to the Issuer Board as non-executive director on February 19, 2024.

The aggregate percentage of Ordinary Shares reported by each person named herein is based upon 25,253,937,012 Ordinary Shares outstanding (i.e. excluding treasury shares) as of February 11, 2025, as reported by the Issuer in its transaction in own shares notification dated February 11, 2025.A. Atlas Holdings(a) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporated by reference.(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares of the Issuer as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.B. e&(a) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporat ed by reference.(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares of the Issuer as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.C. EIA(a) Rows (11) and (13) of the cover pages to this Amendment to the Schedule 13D are hereby incorporated by reference.(b) Rows (7) through (10) of the cover pages to this Amendment to the Schedule 13D set forth the number of Ordinary Shares as to which there is sole power to vote or direct the vote or to dispose or to direct the disposition, and the number of Ordinary Shares of the Issuer as to which there is shared power to vote or to direct the vote, or shared power to dispose or to direct the disposition.

See part (a) of this Item (5).

On February 6, 2025, Gramercy Park SA, a company closely related to H.E. Mohamed Hassan Al Suwaidi, a director of EIA, purchased 1,200 Ordinary Shares on the London Stock Exchange. The price per share was GBP 0.683. On February 13, 2025, it purchased an additional 1,000 Ordinary Shares on the London Stock Exchange, at a price per share of GBP 0.6803.Except as described in this Item 5 and Annex A, none of the Reporting Persons or, to the best of each Reporting Person's knowledge, the persons included in Annex A has beneficial ownership of any Ordinary Shares or has effected any transaction in the Ordinary Shares during the past 60 days.

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares owned, directly or indirectly, by the Reporting Persons.

99.1. Joint Filing Agreement, dated April 24, 2023, between Atlas Holdings, e& and EIA (incorporated by reference to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on April 24, 2023).99.2 Relationship Agreement, dated May 11, 2023, between e& and the Issuer (incorporated by reference to Amendment No. 1 to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on May 11, 2023).99.3. Registration Rights Agreement, dated May 11, 2023, between e& and the Issuer (incorporated by reference to Amendment No. 1 to the Schedule 13D relating to Vodafone Group plc filed by Atlas Holdings, e& and EIA on May 11, 2023).99.4. Annex A.