Further re: Project Telecom

Vodafone Group Plc
03 September 2003


Not for release, publication or distribution, in whole or in part, in or into
Australia, Canada or Japan

3 September 2003

                  Recommended Cash Offer for Project Telecom plc
                   Level of Acceptances and Extension of Offer


1. Level of acceptances

Vodafone Group Plc ('Vodafone') announces that, as at 3.00 p.m. (London time) on
2 September 2003, being the first closing date of the recommended cash offer for
Project Telecom plc ('Project Telecom') as set out in the offer document dated
12 August 2003 (the 'Offer Document'), valid acceptances of the Offer had been
received in respect of 190,110,434 Project Telecom Shares representing
approximately 85.7 per cent. of the existing issued share capital of Project
Telecom.

Prior to the announcement of the Offer on 5 August 2003, Vodafone had received
irrevocable undertakings from the Project Telecom Directors and certain other
Project Telecom Shareholders to accept the Offer in respect of a total of
133,577,319 Project Telecom Shares, representing approximately 60.2 per cent of
the existing issued share capital of Project Telecom. Valid acceptances have
been received in respect of all the Project Telecom Shares subject to the
irrevocable undertakings and are included in the total number of valid
acceptances referred to above.

Save as disclosed in this announcement or the Offer Document, prior to the
commencement of the Offer Period on 11 July 2003, neither Vodafone, nor any
persons acting or deemed to be acting in concert with Vodafone, held any Project
Telecom Shares (or rights over any Project Telecom Shares) and neither Vodafone
nor any persons acting or deemed to be acting in concert with Vodafone, have
since acquired or agreed to acquire any Project Telecom Shares (or rights over
any Project Telecom Shares).

2. Regulatory clearances and extension of Offer

On 26 August 2003 the Office of Fair Trading ('OFT') announced that it was
extending the deadline for consideration of the Offer by a further period of 10
working days, as permitted under the Enterprise Act 2002. The period for
consideration of the Offer by the OFT is therefore extended to 18 September
2003.

The Offer has been extended and will remain open for acceptance by Project
Telecom Shareholders until 18 September 2003. Forms of Acceptance not yet
returned should be completed and returned in accordance with the instructions
set out in the Offer Document and in the Form of Acceptance so as to be received
as soon as possible and, in any event, by not later than 3.00 p.m. (London time)
on 18 September 2003. Any further extensions of the Offer will be publicly
announced by 8.00 a.m. (London time) on the business day following the day on
which the Offer was otherwise due to expire.

Unless the context otherwise requires, defined terms used in this announcement
shall have the meanings given to them in the Offer Document.

For further information:

Vodafone Group
Tim Brown, Group Corporate Affairs Director
Tel: [phone]

Investor Relations
Melissa Stimpson
Darren Jones
Tel: [phone]

Media Relations
Bobby Leach
Ben Padovan
Tel: [phone]

UBS Investment Bank
Warren Finegold
Andre Sokol
Tel: [phone]

Tavistock Communications
Lulu Bridges
Justin Griffiths
Tel: [phone]


This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities. The Offer is made solely by the Offer Document and
the Form of Acceptance accompanying the Offer Document, which contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted.

The Offer in the United States is made solely by Vodafone and neither UBS nor
any of its affiliates is making the Offer in the United States.

The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce, or any
facility of a national, state or other securities exchange, of a Restricted
Jurisdiction and the Offer cannot be accepted by any such use, means,
instrumentality, facility or otherwise from within a Restricted Jurisdiction.
Accordingly, copies of this announcement, the Offer Document, the Form of
Acceptance and any accompanying documents are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from a Restricted Jurisdiction, use
mails of a Restricted Jurisdiction or any such means, instrumentality or
facility for any purpose, directly or indirectly in connection with the Offer.
Doing so may render invalid any purported acceptance of the Offer.

The availability of the Offer to persons who are not resident in the United
Kingdom or the United States may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom or the United
States should inform themselves about and observe any applicable requirements.
Further details in relation to Overseas Shareholders are contained in the Offer
Document.

The Loan Notes to be issued in connection with the Offer have not been, nor will
they be, registered under the US Securities Act or under the securities laws of
any state, territory, district or other jurisdiction of the United States; the
relevant clearances have not been, nor will they be, obtained from the
securities commission or any similar authority of any province or territory of
Canada; no prospectus has been, nor will be, lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of
Finance; and the Loan Notes have not been, nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly, the Loan
Notes are not being, and may not be, offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Canada, Australia or Japan
or to, or for the account or benefit of, any US, Canadian, Australian or
Japanese person or in or into any other jurisdiction, if to do so would
constitute a violation of the relevant laws of, or require registration in, the
relevant jurisdiction. Vodafone has reserved the right to pay all the
consideration in cash if Project Telecom Shareholders elect, in aggregate, for
less than £5 million of Loan Notes.

In accordance with normal UK market practice, Vodafone or its nominees, or its
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Project Telecom Shares outside the United States,
other than pursuant to the Offer, during the period in which the Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the United
Kingdom and communicated in the United States by way of an announcement by or on
behalf of Vodafone.

UBS is acting for Vodafone in connection with the Offer and no one else and will
not be responsible to anyone other than Vodafone for providing the protections
afforded to clients of UBS or for providing advice in relation to the Offer or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.


                                     - ends-


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