Further re: Tender Offer

Vodafone Group Plc
22 July 2004


22 July 2004

           VODAFONE GROUP SUCCESSFULLY COMPLETES OFFER FOR SHARES IN
                                 VODAFONE K.K.

         SHAREHOLDER APPROVAL FOR MERGER OF VODAFONE HOLDINGS K.K. AND
                             VODAFONE K.K. RECEIVED

Further to the announcement made by Vodafone Group Plc ('Vodafone') on 25 May
2004, Vodafone announces that the offer made by its wholly-owned subsidiary,
Vodafone International Holdings B.V. ('Vodafone International'), for the shares
which Vodafone and its subsidiaries ('Vodafone Group') did not already own in
Vodafone K.K. (the 'Vodafone K.K. Offer') closed for acceptances on 21 July
2004.

Valid tenders have been received for 81,539 shares representing approximately a
15.22% interest in Vodafone K.K. and approximately 99.94% of the total shares
tendered for by Vodafone International.

The aggregate consideration for the shares acquired through the Vodafone K.K.
Offer is approximately Y193.3 billion (£967 million).

Separately, the shareholders of Vodafone K.K. voted today at an Extraordinary
General Meeting to approve the merger of Vodafone K.K. and Vodafone Holdings
K.K. (the 'Merger'). The Merger was also approved by the shareholders of
Vodafone Holdings K.K. at its Annual General Meeting, which took place on 29
June. Accordingly, subject to regulatory approval, the Merger will become
effective on 1 October 2004. Based on its current ownership in Vodafone Holdings
K.K. and Vodafone K.K. (after settlement of the Vodafone K.K. Offer), Vodafone
Group will have approximately a 97.68% interest in the merged company, to be
renamed Vodafone K.K., when the Merger becomes effective.

                                    - ends -


For further information contact:

UK                                                  Japan
Vodafone                                            Gavin Anderson
Tim Brown (Group Corporate Affairs)                 Jim Weeks
Melissa Stimpson (Investor Relations)               Minako Hattori
Darren Jones (Investor Relations)                   [phone]
Bobby Leach (Media Relations)
Ben Padovan (Media Relations)
Emma Conlon (Media Relations)
[phone]

Tavistock Communications                            UBS Investment Bank
Lulu Bridges                                        Steven Thomas
John West                                           Craig Chittick
[phone]                                [phone]

UBS Investment Bank
Warren Finegold
Mark Lewisohn
Andre Sokol
[phone]

Exchange rates

For illustrative purposes, an exchange rate of Y200:£1 has been used.

Important information

This press release does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase, any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with any contract therefor.

This announcement is not an offer of securities for sale into the United States,
Canada, Australia or any other jurisdiction. Vodafone Holdings K.K. shares may
not be offered or sold in the United States unless they are registered or exempt
from registration. There will be no public offer of securities in the United
States.

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




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