Director/PDMR Shareholding

Vodafone Group Plc
01 September 2006


Vodafone Group Plc ('the Company')

In accordance with Disclosure Rule 3.1.4R(1) of the Disclosure Rules sourcebook,
I have to inform you of conditional awards of performance shares and the
conditional grant of share options to a PDMR of the Company. The vesting of the
awards and grants is dependant upon the achievement of performance conditions
and continued employment:

             PDMR                                 Number of ordinary shares of US$0.113/7
                                                    in the capital of Vodafone Group Plc
                                 Award of performance shares (1)        Grant of share options (2)(3)
                                               (3)
Steven Charles Pusey                         319,680                              1,034,259
     
(1)  Conditional awards of shares were granted on 1 September 2006 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 measure is comparative total shareholder return (TSR).  The TSR 
     of Vodafone Group Plc over the three year performance period 2006-2009 is 
     compared to that of other constituent companies of the FTSE Global 
     Telecommunications index and companies are ranked by reference to their 
     relative TSR performance.  If Vodafone's TSR performance is such as to 
     position it in the top half of the performance ranking of the constituent 
     companies, all or some of the shares comprised in the award will vest.  The 
     vesting schedule provides that 25% of the award will vest for median 
     performance, rising to full vesting if the Company's performance is within 
     the top 20% of companies in the index.

(2)  The options were granted on 1 September 2006 by the Company in accordance 
     with the Vodafone Global Incentive Plan and with the Company's policy on 
     long-term incentives that has been approved by shareholders.  The options 
     will be exercisable at a price per share of 113.75p which is the London 
     Stock Exchange closing price per share on 31 August 2006. The options will 
     be exercisable subject to continued employment with the Vodafone Group and 
     the satisfaction of a performance condition approved by the Remuneration 
     Committee. The performance condition is that compound growth in adjusted 
     earnings per share over the three-year performance period must exceed at 
     least 5% per annum.  If the compound growth is 5% per annum, 25% of the 
     option will vest rising to full vesting if compound growth is 10% per 
     annum.  To the extent that vesting is not achieved after three years, the 
     options will lapse.  The options are normally exercisable at any time 
     between 3 and 10 years from the date of grant.

(3)  These awards are also conditional on the PDMR being compliant with the 
     Company's share ownership guidelines, which provide that he will acquire 
     and maintain minimum levels of shareholding.  The level is two times salary 
     as a member of the Executive Committee.


S R Scott
Group General Counsel and Company Secretary


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