Director Shareholding

Vodafone Group Plc
27 July 2004


27 July 2004

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                 Grant of share
                                   shares (1)(3)                options (2)(3)
                           ---------------------------------------------------
Arun Sarin                            2,016,806                      7,058,823
Peter Richard Bamford                   983,727                      3,279,092
Thomas Geitner                          829,438                      2,764,793
Julian Michael Horn-Smith             1,241,754                      4,139,180
Kenneth John Hydon                      997,781                      3,325,936

(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 with 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 119p,
which is the higher of the London Stock Exchange closing price per share on 27
July 2004 and the closing price on 2 July 2004, being the price at which annual
option awards were granted to other Vodafone executives and employees. 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 8% per annum. If the compound growth is 8% per annum, 25% of the option
will vest rising to full vesting if compound growth is 18% per annum. In the
event that full vesting is not achieved after three years, the measurement may
be repeated after year five, measuring performance over five years. 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




                      This information is provided by RNS
            The company news service from the London Stock Exchange