Final Results - Part 3

Vodafone Group Plc
27 May 2003


Vodafone Group Plc
Preliminary Results for the year ended 31 March 2003


PART 3



OTHER OPERATIONS

Financial highlights                                 Year ended 31
                                                           March
                                                                     Increase/
                                                2003        2002    (decrease)
                                                  £m          £m             %
Statutory turnover       - Europe                854         998           (14)
                         - Asia Pacific        1,979       1,105            79
                                            --------    --------
                                               2,833       2,103            35
                                            --------    --------
Statutory total Group    - Europe               (138)       (306)            -
operating profit/(loss)* - Asia Pacific          149         (17)            -
                                            --------    --------
                                                  11        (323)            -
                                            --------    --------


Proportionate turnover   - Europe                752         821            (8)
                         - Asia Pacific        1,321       1,160            14
                                            --------    --------
                                               2,073       1,981             5
                                            --------    --------

Proportionate EBITDA     - Europe                 48          (8)            -
(before exceptional
  items)                 - Asia Pacific          396         199            99
                                            --------    --------
                                                 444         191           132
                                            --------    --------

* Before goodwill amortisation and exceptional items



The Group's other operations largely comprise interests in fixed line
telecommunications businesses in Germany (Arcor), Japan (Japan Telecom) and
France (Cegetel) and Vodafone Information Systems, an IT and data services
business based in Germany. Results for the Vizzavi joint venture are also
included until 29 August 2002.

Results for the Group's other operations have improved, primarily as a result of
the full year inclusion of Japan Telecom in the period, which was consolidated
from 12 October 2001. The proportionate results also benefited from the stake
increase in Cegetel, which took the Group's effective ownership to 30% with
effect from January 2003.

Arcor

Arcor provides fixed network services in Germany. The German fixed line market
remains intensely competitive although Arcor has retained its position as the
leading private operator and the strongest competitor to Deutsche Telekom, the
market leader. Turnover from voice, data and internet businesses increased by 9%
in the year, compensating for the significant reduction in carrier and other
business caused by the competitive market. During the period the contract voice
customer base increased by approximately 10% or 230,000 to 2,600,000 customers,
and total traffic volumes increased by 20% to 25.3 billion minutes.

In January 2002, a contract with Deutsche Bahn AG was signed to carve out
Arcor's railway specific telecommunication and service business into the company
Arcor DS-Telematik GmbH. Following completion of the sale in April 2002, the
remaining 50.1% share of Telematik was sold to Deutsche Bahn AG in July 2002.

Japan Telecom

Japan Telecom is the third largest fixed line telecommunications operator in
Japan, offering both voice and data services. Since Vodafone gained control in
October 2001, Japan Telecom's profitability has improved significantly, with
operating profit, before goodwill amortisation and exceptional items, of £149m
for the year ended 31 March 2003 as the benefits of management's transformation
plan start to be realised.

The fixed line market in Japan remains extremely competitive following the
lifting of market entry restrictions and the maintenance of market share
continues to be a challenge in the customer voice segment. The main focus of the
business in the period has been on high growth business opportunities and the
delivery of innovative data products and services. The corporate customer base
continues to expand due to the uptake of IP data related services, with the
next-generation IP network 'PRISM', using optical fibres, being particularly
successful. Additional functionality such as new connectivity regarding IP-VPN
accessibility via the Internet and network expansion for Ethernet services has
been added to the network to enhance data services.

The Group is currently in discussions that may or may not lead to a disposal of
the Japan Telecom fixed line operations.

STRATEGIC DEVELOPMENTS

Global Services

The Group's vision is to be the world's mobile communications leader. A major
focus of the Group's strategy is to offer innovative services within
Vodafone-branded, end-to-end customer propositions which utilise the Group's
global footprint and global brand to offer customers a unique mobile experience
and seamless international services.

These programmes, such as Vodafone live!, are based on compelling customer
propositions and have been packaged together for a specific target market.
Vodafone live! is an easy-to-use consumer service, bringing customers a world of
colour, sound and pictures, enabling them to use picture messaging, download
polyphonic ringtones and colour games, and browse branded infotainment from
integrated camera phones through an easy to use icon driven menu.

Vodafone live! and Mobile Office from Vodafone

Vodafone live! was launched on 24 October 2002 and by 31 March 2003 the Group
had connected more than one million active live! customers in 10 countries. Of
the Vodafone live! customers, Germany had over 405,000, Italy 227,000 and the UK
240,000. Since 31 March 2003, Vodafone live! has also been launched in
Australia, Egypt and New Zealand. The service has also attracted critical
acclaim from the industry, including recent awards from the GSM Association for
best consumer application, advertising and mobile handset.

The acquisition of the remaining 50% stake in Vizzavi and its rapid integration
into the Group has supported the creation of Vodafone live!, which is expected
to continue to drive a significant part of the Group's growth in future years.
It is intended that the Vodafone live! experience will continue to be updated,
integrating the most up to date services and technologies as well as broadening
the range of handsets available to cover more market segments. The next release
of Vodafone live! will include access to picture messaging libraries and
improved download speeds.

Mobile Connect Card, the first of Vodafone's global business services to be
offered under Mobile Office from Vodafone, was launched in twelve countries
during the period. Mobile Connect Card, a high speed data card enabling
customers to access their normal business applications when out of the office,
is aimed at all business users, from large corporate customers to those in the
small and medium sized enterprise sector, and is marketed and sold through the
Group's direct sales, retail and e-channels as well as partner channels for
leading personal computer brands. Mobile Office from Vodafone will offer a range
of global and local mobile business services to customers, with more global
services to be introduced later this year.

Vodafone live! and Mobile Office from Vodafone are already demonstrating their
importance to the Group's strategy of deriving increased revenues from data
services, with games downloads, picture messaging and other content services
proving particularly popular and generating extra revenue.

3G

Together, Vodafone live! and Mobile Office from Vodafone lay the foundations for
the Group's next stage of growth, as it is planned that both will create the
demand for new data services against which the Group will deploy its 3G
networks. Both currently use 2.5G technology and will be upgraded to 3G,
enabling faster download speeds, which will enhance customer experience and
productivity.

In December 2002, J-Phone Vodafone became the first subsidiary in the Group to
commercially launch 3G services. Furthermore, J-Phone Vodafone customers with an
enabled handset can not only use 3G services within Japan, but can also roam
internationally on 2G networks with the convenience of being able to use the
same telephone number as they do at home.

In Europe, the Group's 3G programme continues, with networks being rolled out
according to plan and technical testing underway. The availability of suitable
handsets remains a key issue and supplies of these are expected to be limited
until 2004. 3G services are expected to be available to customers before the end
of the 2004 financial year, dependent on when networks and handsets are of
sufficient quality to offer such services to the Group's customers.

Brand

The strength of the Vodafone brand continues to improve. For example, in
countries where we have migrated to the Vodafone brand, brand awareness and
preference continues to grow. During the year, the Group continued with its high
profile sponsorship of the Manchester United Football Club and the Ferrari
Formula 1 team, backed up with individual sponsorship contracts which, when
combined with the continued brand rollout and other marketing communications
programmes, have significantly improved awareness and perception of the brand.
Migration to the single Vodafone brand is also underway in Japan and in Italy,
Vodafone Omnitel migrated to the single brand in May 2003. Having a consistently
implemented brand across our markets greatly assisted the execution of the
Vodafone live! campaign and Vodafone live! is already significantly contributing
to the brand in terms of brand equity and positioning. The brand is also being
rolled out in networks where Vodafone does not have equity stakes, through the
partner networks programme, which licenses the global brand and key global
services.

Partner Network Agreements

The Group's partner network strategy is becoming increasingly attractive to
operators in which it does not hold an equity stake. During the year ended 31
March 2003, the Group signed a further five Partner Network Agreements, with
Mobilkom Austria Group, si.mobil in Slovenia, VIPnet in Croatia, Radiolinja
Eesti in Estonia and MTC of Kuwait. The Group now has eight partner networks
following the latest agreement with Islandssimi hf in Iceland announced on 16
April 2003. By partnering with leading mobile operators the Group is able to
market its global services in new territories, extend its brand reach into new
markets and create additional revenue without the need for equity investment.

Synergies

Mannesmann synergies of approximately £644 million, calculated on a
proportionate after tax cash flow basis were achieved in the year ended 31 March
2003, exceeding the target set for the year ended 31 March 2003 mainly as a
result of higher savings on capital expenditure.

Corporate Social Responsibility

The Group recognises that key stakeholder groups have interests that extend
beyond short-term financial results to the broad context of social and
environmental issues and regards a strong corporate social responsibility
('CSR') programme as an important part of achieving sustainable business
success. Over the last twelve months, the Group has put in place a series of
programmes that address significant environmental issues. These include
addressing the concerns related to the perceived link between radio frequencies
(EMF) and health, the use of energy across the Group's operations, the reuse and
recycling of handsets and accessories, the management of waste and the use of
ozone depleting substances in our operations. Progress is being made across all
of these projects. Further details will be released in the Company's third
separate CSR report or on the CSR pages of the Group's website, www.vodafone.com
available in June 2003. The coming years will see a strong focus on further
delivery against commitments and increasing integration of CSR into core
business processes.

The Group has retained its position in both the FTSE4Good and Dow Jones
Sustainability Indices.



FINANCIAL UPDATE


Profit and loss account


Total Group operating profit/loss

Before goodwill amortisation and exceptional items, total Group operating profit
increased 30% to £9,181m in the year ended 31 March 2003 from £7,044m in the
year ended 31 March 2002.


After goodwill amortisation and exceptional items, the Group reported a total
operating loss of £5,451m, compared with a loss of £11,834m for the comparable
period. This net change of £6,383m arose as a result of a £4,832m reduction in
respect of exceptional items, and a £2,137m increase in operating profit, before
goodwill amortisation and exceptional items, partly offset by a £586m increase
in the goodwill amortisation charge, which increased primarily as a result of
the acquisition of J-Phone Vodafone and Japan Telecom in the second half of the
2002 financial year. These charges for goodwill amortisation do not affect the
cash flows of the Group or the ability of the Group to pay dividends.


Exceptional items

Exceptional operating items of £576m were charged in the year ended 31 March
2003, comprising £485m of impairment charges in relation to the Group's
interests in Japan Telecom and Grupo Iusacell, and £91m of reorganisation costs
relating to the integration of Vizzavi into the Group and related restructuring.

During the comparable period to March 2002, exceptional operating items of
£5,408m consisted primarily of impairment charges of £5,100m in relation to the
carrying value of goodwill for Arcor, Cegetel, Grupo lusacell and Japan Telecom
and £222m representing the Group's share of exceptional items of its associated
undertakings and joint ventures. A further £86m of reorganisation costs was also
incurred, principally in respect of the Group's operations in Australia and the
UK.

Exceptional non-operating charges of £5m (2002: £860m) mainly represents a
profit on disposal of fixed asset investments of £255m, principally relating to
the disposal of the Group's interest in Bergemann GmbH, through which the
Group's 8.2% stake in Ruhrgas AG was held, offset by an impairment charge in
respect of the Group's investment in China Mobile of £300m.

Interest

Total Group net interest payable, including the Group's share of the net
interest expense of joint ventures and associated undertakings, decreased from
£845m for the year ended 31 March 2002 to £752m for the year ended 31 March
2003. Net interest costs in respect of the Group's net borrowings decreased to
£457m from £503m for the comparable period, reflecting the decrease in average
net debt levels. Group interest is covered 26.0 times by operating cash flow
plus dividends received from associated undertakings, compared with 16.4 times
for the year ended 31 March 2002. The Group's share of the net interest expense
of joint ventures and associated undertakings decreased from £342m to £295m,
partly as a result of the consolidation of the Group's former associated
undertakings, Japan Telecom and J-Phone Vodafone, from October 2001 and of
Vizzavi from 29 August 2002 and reduced levels of indebtedness in SFR.

Taxation

The effective rate of taxation, before goodwill amortisation and exceptional
items, for the year to 31 March 2003 was 35.5%, 2.2% less than the rate
anticipated at the half year, mainly due to additional benefits arising from a
reorganisation of the Group's Italian operations and a one-off benefit in
Germany arising from the reorganisation of the German group of companies
following the purchase of the remaining minorities. In the prior year, the
effective tax rate was 35.7% after benefiting from a one-off tax credit received
in Germany arising from the distribution of earnings and the Visco Law incentive
scheme in Italy. The Visco Law has subsequently been replaced by a less
favourable tax regime.

Next year's effective rate of taxation, before goodwill amortisation and
exceptional items, is expected to be similar to this year's and the Group
anticipates tax payments to amount to approximately £2 billion.

Earnings per share

Earnings per share, before goodwill amortisation and exceptional items,
increased 32% from 5.15p to 6.81p for the period to 31 March 2003.

Basic loss per share, after goodwill amortisation and exceptional items,
improved from a loss per share of 23.77p to a loss per share of 14.41p for the
period to 31 March 2003. The loss per share of 14.41p includes a charge of
20.62p per share (2002: 19.82p per share) in relation to the amortisation of
goodwill and a charge of 0.60p per share (2002: 9.10p per share) in relation to
exceptional items.

Dividends

The Company has historically paid dividends semi-annually, with the regular
interim dividend in respect of the first six months of the financial year
payable in February and the final dividend in respect of the financial year
payable in August. The directors expect that the Company will continue to pay
dividends semi-annually.

In considering the level of dividend to declare and recommend, the Board takes
account of the outlook for earnings growth, operating cash flow generation,
capital expenditure requirements, acquisitions and divestments together with the
possibilities for debt reductions and share buy backs. Accordingly, the
directors are recommending a final dividend of 0.8983 pence per share, bringing
the total dividend to 1.6929 pence per share, representing a 15% increase over
last year's total dividend. The Board expects progressively to increase the
payout ratio in the future.

The ex-dividend date is 4 June 2003, the record date for the final dividend is 6
June 2003 and the dividend is payable on 8 August 2003.

Cash flows and funding

The increase in operating profit, before goodwill amortisation and exceptional
items, in the year ended 31 March 2003 produced strong operating cash flows of
£11,142m, which are 38% higher than the comparable period, including over
£2,970m of operating cash flows from the Group's former associated undertakings
Japan Telecom and J-Phone Vodafone.

During the year ended 31 March 2003, the Group increased its operating free cash
flow by 58% to £5,863m and generated £5,171m of free cash flow, more than double
the previous financial year.

                                                   Year ended      Year ended
                                                     31 March        31 March
                                                         2003            2002
                                                           £m              £m
Net cash inflow from operating
activities (Note 7)                                     11,142           8,102
Purchase of intangible fixed assets                        (99)           (325)
Purchase of tangible fixed assets                       (5,289)         (4,145)
Disposal of tangible fixed assets                          109              75
                                                      --------        --------
Net capital expenditure on intangible and
tangible fixed assets                                   (5,279)         (4,395)
                                                      --------        --------
Operating free cash flow                                 5,863           3,707

Dividends received from associated
undertakings *                                              742            139
Taxation                                                   (883)          (545)
Interest on group debt                                     (475)          (854)
Dividends from investments                                   15              2
Dividends paid to minority interests                        (91)           (84)
                                                       --------       --------
Net cash outflow for returns on investments
and servicing of finance                                   (551)          (936)
                                                       --------       --------
Free cash flow                                            5,171          2,365
                                                       ========       ========
Notes:

*    Year ended 31 March 2003 includes £564m (2002: £nil) from Verizon Wireless.


The Group also invested a net £4.9 billion in merger and acquisition activities,
and an analysis of the significant transactions is shown below:

                                                                   Impact on net
                                                                          debt
                                                                     £ billion
Stake increases in subsidiary companies:
  Vodafone Spain from 91.6% to 100%                                        1.8
  Vodafone Netherlands from 70.0% to 97.2%                                 0.5
  Vodafone Sweden from 71.1% to 99.1%                                      0.4
  Vodafone Holding GmbH from 99.6% to 100%                                 0.3
  Vodafone Greece from 51.9% to 64.0%                                      0.2
  Vodafone Portugal from 50.9% to 94.4%                                    0.2
  Others                                                                   0.1
Purchase of remaining 50% interest in Vizzavi operations                   0.1
Acquisition of further stakes in associates:
  Cegetel / SFR                                                            1.4
  Other associates                                                         0.1
Stake increase in China Mobile from 2.18% to 3.27%                         0.5
Disposal of Ruhrgas and Arcor's Telematik business                        (0.7)
                                                                      --------
                                                                           4.9
                                                                      ========


As a result of the significant levels of free cash flow generated and after
merger and acquisition activity, Group dividend payments of £1,052m and £826m of
adverse foreign exchange movements, the Group's consolidated net debt position
at 31 March 2003 increased to £13,839m, from £12,034m at 31 March 2002. This
represented approximately 18% of the Group's market capitalisation at 31 March
2003 compared with 14% at 31 March 2002. A further analysis of net debt can be
found in Note 8 on page 32.

The Group remains committed to maintaining a strong financial position as
currently demonstrated by its stable credit ratings of P-1/F1/A-1 short-term and
A2/A/A long term from Moody's, Fitch Ratings and Standard and Poor's
respectively. Credit ratings are not a recommendation to purchase, hold or sell
securities, in as much as ratings do not comment on market price or suitability
for a particular investor, and are subject to revision or withdrawal at any time
by the assigning rating organisation. Each rating should be evaluated
independently.

The Group's credit ratings enable it to have access to a wide range of debt
finance including commercial paper, bonds and committed bank facilities. The
Group currently has US and euro commercial paper programmes of US$15 billion and
£5 billion, respectively, which are used to meet short-term liquidity
requirements. The commercial paper facilities are supported by a US$11.025
billion committed bank facility, which may be extended for one year from June
2003. This facility replaced the Group's previous US$13.7 billion committed bank
facility and as at 31 March 2003 no amounts had been drawn under it.
Additionally, the Group has a Eur 12 billion Medium Term Note programme and an
$8 billion US shelf programme, both of which are used to meet medium to long
term funding requirements.

The Group also has a Yen 225 billion committed bank facility which was fully
drawn down on 15 October 2002. At 31 March 2003, the Group had approximately
£11.7 billion (pounds sterling equivalent) of capital market debt in issue, with
maturities from April 2003 to November 2032, £2.5 billion (pounds sterling
equivalent) of term funding and £0.4 billion of short term funding.

Bond repurchases

On 9 January 2003 a cash tender offer was announced to purchase three bonds
issued by the Group's wholly owned subsidiary Vodafone Finance BV prior to its
acquisition by the Company and guaranteed by Vodafone Holding GmbH, also wholly
owned. The offer resulted in a total cash payment of Eur 3,782m to acquire
50.0%, 54.1% and 71.4% of the 2004, 2005 and 2009 issues, respectively.

Details of additional bond repurchases undertaken since 31 March 2003 can be
found under 'Subsequent Events' on page 24.

Pension scheme funding

As at 31 March 2003, the net deficit in the Group's defined benefit pension
schemes, calculated under FRS 17, amounted to £257m, comprising a net liability
of £406m offset by a deferred tax asset of £149m. This amount represents less
than 0.5% of both the Group's market capitalisation and net assets at that date.

Equity shareholders' funds

Total equity shareholders' funds at 31 March 2003 decreased from £130,573m at 31
March 2002 to £128,671m. The decrease comprises the loss for the period of
£9,819m (after goodwill amortisation of £14,056m) and dividends of £1,154m. The
decrease was partially offset by net currency translation gains of £9,039m, the
issue of new share capital of £31m and £1m of other movements.

Group management

As previously announced, Arun Sarin will succeed Sir Christopher Gent as Chief
Executive after the Annual General Meeting ('AGM') on 30 July 2003. The Group's
Financial Director, Ken Hydon, is the next Director due to retire and it is
planned that he will retire at the AGM in July 2005.

Transactions

The Group undertook the following significant transactions in the year ended 31
March 2003:

Acquisitions

a)  Acquisitions of minority stakes in subsidiary undertakings

Airtel Movil, S.A. ('Vodafone Spain') On 2 April 2002, the Company acquired a
further 2.2% interest in Vodafone Spain for the Euro equivalent of £0.4 billion,
following the exercise of a put option held by Torreal, S.A, increasing the
Group's interest to 93.8%.

On 21 January 2003, the Company announced that it had acquired the remaining
6.2% interest in Vodafone Spain for Eur 2.0 billion (£1.4 billion) following the
exercise of a put option held by Acciona, S.A. and Tibest Cuatro, S.A. under the
terms of an agreement originally made in January 2000. The transaction completed
on 27 January 2003 at which time Vodafone Spain became a wholly owned subsidiary
of the Group.

Vodafone Telecel- Comunicacoes Pessoais, SA ('Vodafone Portugal') During the
year the Group increased its effective interest in Vodafone Portugal from 50.9%
to 94.4% through a combination of market purchases and a tender offer process.
The total aggregate cash consideration paid in the 2003 financial year amounted
to £184m, with a further £336 million paid in April 2003. The Company has
implemented compulsory acquisition procedures to acquire the remaining shares
and de-listing of Vodafone Portugal's shares occurred on 22 May 2003.

Europolitan Vodafone AB ('Vodafone Sweden') During the year the Group increased
its effective interest in Vodafone Sweden from 71.1% to 99.1% through a
combination of market purchases and a tender offer process for an aggregate cash
consideration of £391m. The Company has commenced compulsory acquisition
procedures to acquire the remaining shares and Vodafone Sweden's shares were
de-listed from the O-list, Attract 40, of the Stockholm Exchange on 28 March
2003.

Vodafone Libertel N.V. ('Vodafone Netherlands') On 27 November 2002, the Group
purchased for cash an additional 7.6% interest in Vodafone Netherlands,
increasing the Group's interest from 70% to 77.6%. The Company also undertook a
tender offer process to acquire the remaining shares held by minorities, which
was declared unconditional on 28 March 2003. As a result of the offer at that
time and market purchases, the Company increased its effective interest in
Vodafone Netherlands to 97.2%. The aggregate cash consideration paid was £486m,
with a further £110m paid in April 2003. Following a post-closing acceptance
period, the Company, as a result of the offer and further private transactions,
increased its effective interest in Vodafone Netherlands to 99.7%. The Company
intends to initiate squeeze-out procedures in order to acquire the remaining
shares in the company. Vodafone Netherlands shares have been de-listed from the
Euronext Amsterdam Stock Exchange.

Vodafone-Panafon Hellenic Telecommunications Company S.A. ('Vodafone Greece') On
3 December 2002 the Group acquired from France Telecom S.A ('FT') its 10.85%
interest in Vodafone Greece for cash, which increased the Group's effective
shareholding in Vodafone Greece from 51.9% to 62.7%. The Group also made further
market purchases amounting to 1.3% of the shares in Vodafone Greece, taking the
Group's effective interest to 64.0% at 31 March 2003. In addition, the Company
granted FT a cash settled call option to cover certain of FT's obligations under
its 4.125% Exchange Notes due 29 November 2004, which are convertible into
Vodafone Greece shares. Exercise of this option will not change the Company's
effective interest.

Vodafone Australia On 3 May 2002, the Group completed the purchase of the 4.5%
minority interest in Vodafone Australia, as a result of which Vodafone Australia
became a wholly owned subsidiary.

Vodafone Holding GmbH On 21 August 2002, the Group bought out the outstanding
minority shareholders in Vodafone Holding GmbH, formerly Mannesmann AG, for the
Euro equivalent of £281m.

Vodafone Hungary On 23 January 2003, the Group increased its stake in Vodafone
Hungary having acquired RWE Com GmbH&Co OHG's entire 15.565% interest in
Vodafone Hungary.


b)   Other acquisitions

On 18 June 2002, the Group purchased a further stake of approximately 1.1% in
China Mobile for $750m, increasing the Group's interest in China Mobile to
approximately 3.27%.

On 29 August 2002, the Group acquired Vivendi Universal S.A.'s ('Vivendi's') 50%
stake in the Vizzavi joint venture companies that operate the mobile content
business, for Eur 143m. As a result of this transaction, the Group owns 100% of
Vizzavi, with the exception of Vizzavi France, which is now wholly owned by
Vivendi.

During December 2002, the Group completed the purchase of an additional 3.5%
equity stake in its South African associated undertaking, Vodacom, for the
sterling equivalent of £78 million. The transaction increases the Group's
effective interest in Vodacom to 35.0%.

On 10 January 2003, under an agreement with Mobitelea Ventures Limited, the
Group completed the purchase of an additional 5% equity stake in the Group's
Kenyan associated undertaking Safaricom for approximately $10 million,
increasing the Group's effective interest to 35%.

On 21 January 2003, the Company announced that its subsidiary, Vodafone Holding
GmbH, completed the acquisition of SBC's 15% interest in Cegetel for a cash
consideration of $2.27 billion (£1.4 billion), increasing the Group's effective
interest in SFR to approximately 43.9%.

Disposals

On 8 July 2002, the Group completed the sale to E.ON AG of its 23.6% stake in
Bergemann GmbH through which it held an effective 8.2% stake in Ruhrgas AG. The
total cash received amounted to Eur 0.9 billion.


SUBSEQUENT EVENTS

On 1 April 2003 the Group announced a cash tender offer to purchase $1.1 billion
of US Dollar bonds and DEM 400m bonds issued by its wholly owned subsidiary
Vodafone Americas, Inc. (previously AirTouch Communications, Inc.) On 17 April
2003, the Group announced that, pursuant to these offers, it had purchased bonds
in the principal amounts of $569,987,000 and DEM 308,360,000.




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