Director Shareholding

Vodafone Group Plc
30 July 2003


STOCK EXCHANGE ANNOUNCEMENT

30 JULY 2003


30 July 2003 - for immediate release


Vodafone Group Plc ('the Company')


In accordance with Section 329 of the Companies Act 1985, I have to inform you
of the following changes in share interests of directors of the Company. The
vesting of all awards is conditional upon the achievement of performance
conditions:

                                Number of ordinary shares of US$0.10
                                in the capital of Vodafone Group Plc
                       Award of performance shares    Grant of share options (2)
                       (1)(3)                         (3)
Arun Sarin                                1,844,863                  7,379,454

Peter Richard                               882,000                  3,739,677
Bamford
Vittorio Colao                              648,868                  2,751,202

Thomas Geitner                              781,633                  3,373,582

Julian Michael                            1,080,000                  4,654,088
Horn-Smith
Kenneth John Hydon                          882,000                  3,739,677


(1)   Conditional awards of shares were today granted to directors by the
Trustees of the Vodafone Group Employee Trust. The awards have been granted in
accordance with the Vodafone Group Plc 1999 Long Term Stock 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 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 today granted by the Company to the directors in
accordance with the Vodafone Group Plc 1999 Long Term Stock 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 119.25p,
which is the London Stock Exchange closing price per share on 29 July 2003. 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 the compound annual
growth in adjusted earnings per share over the three-year performance period
will exceed the compound rate of growth in the UK Retail Prices Index (RPI) for
the same period. If the compound RPI growth is exceeded by 5% compound per annum
25% of the option will vest rising to full vesting if RPI is exceeded by 15%
compound per annum. In the event that full vesting is not achieved after three
years, the measurement may be repeated after years four and five, measuring
performance over four and five years, respectively. 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 directors being compliant with
the Company's share ownership guidelines, which provide that they will acquire
and maintain minimum levels of shareholding. The levels are four times salary
for the Chief Executive and three times salary for the other directors.






S R Scott

Company Secretary







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