Circ re. Offer for Greece

Vodafone Group Plc
12 December 2003


12 December 2003

For Immediate Release - Not for release or distribution in the United States of
America, Canada, Australia or Japan

               APPROVAL OF VODAFONE-PANAFON INFORMATION CIRCULAR

On 1 December 2003 Vodafone Group Plc ('Vodafone') announced its decision to
launch a public offer for the remaining outstanding shares which it did not
already own directly or indirectly as at 1 December 2003 (the 'Shares') in
Vodafone-Panafon Hellenic Telecommunications Company S.A. ('Panafon') (the
'Offer'). Further to that announcement, Vodafone today announces the approval by
the Hellenic Capital Market Commission ('CMC') on 11 December 2003 of the
information circular (the 'Information Circular') in relation to the Offer.
Since its announcement on 1 December 2003, Vodafone has acquired in the market
44,317,870 Shares for a total aggregate consideration of approximately EUR274
million. As a result, Vodafone directly or indirectly owned 82.951 per cent. of
the shares in Panafon as at 11 December 2003. Vodafone will continue to make
market purchases of Shares at a price per Share of EUR6.18 or below.

Subject to reaching 95% or more of the total voting rights in Panafon, Vodafone
intends to seek the delisting of the shares in Panafon from the Athens Exchange
('ATHEX') in accordance with Greek regulations. Any possible sale of Shares to
Vodafone by any tax resident of Greece after the potential delisting of the
shares in Panafon from ATHEX will be subject to a transfer tax of 5% which is
payable by the seller.

The key details of the Offer are:

*  The offer price is EUR6.18 in cash for each validly tendered Share to be
   satisfied from Vodafone's existing cash resources. The offer price is final 
   and will not be increased.

*  The Offer is not subject to the satisfaction of any conditions. 

*  The acceptance period is from 8.00 a.m. (Greek time) on 17 December 2003 
   until 2.30 p.m. (Greek time) on 22 January 2004.

*  Within two business days of the end of the acceptance period the results
   of the Offer will be announced in the Official List of ATHEX and in the 
   Greek, UK and German press.

*  Settlement in respect of each validly tendered Share will be made no
   later than the sixth business day after the end of the acceptance period.

*  Vodafone shall pay the 0.06% clearance duty levied on each off-exchange
   transfer of Shares tendered instead of the accepting holders of Shares. 
   Vodafone will therefore pay the full amount of the offer price to the 
   accepting holders of Shares.

Copies of the Information Circular and form of declaration of acceptance, both
in Greek, will be made available at the branch offices of Alpha Bank in Greece.
Holders of Shares may also obtain copies of the Information Circular from the
following website (www.alpha.gr).

                                    - ends -
For further information:

Vodafone Group
Tim Brown
Tel: [phone]

Investor Relations
Melissa Stimpson
Darren Jones
Tel: [phone]

Media Relations
Bobby Leach
Ben Padovan
Tel: [phone]

Goldman Sachs International
Simon Dingemans
Tel: [phone]

The Offer is not being made, directly or indirectly, in or into the United
States of America, Canada, Australia or Japan, and copies of this document and
any future related materials are not being and may not be mailed or otherwise
distributed or sent in or into the United States of America, Canada, Australia
or Japan.
The Offer is furthermore not being directed to persons whose participation in
the offering requires that further offer documents are issued or that
registration or other measures are taken, other than those required under Greek
law. No document relating to the Offer may be distributed in or into any country
where such distribution or offering requires any of the aforementioned measures
to be taken or would be in conflict with any law or regulation of such a
country.

Goldman Sachs International is acting as financial adviser for Vodafone Group
Plc and no one else in connection with the Offer and will not be responsible to
anyone other than Vodafone Group Plc for providing the protections afforded to
clients of Goldman Sachs International or for providing advice in relation to
the Offer.

This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000 by Goldman
Sachs International.






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