Launch of Tender Offer

Vodafone Group Plc
07 June 2004


Not for release, publication or distribution in or into the United States,
Canada or Australia

7 June 2004

 VODAFONE GROUP TENDER OFFER FOR OUTSTANDING SHARES IN ITS JAPANESE SUBSIDIARY
              VODAFONE HOLDINGS K.K. TO BE LAUNCHED ON 8 JUNE 2004

Further to the announcement by Vodafone Group Plc ('Vodafone') on 25 May 2004
relating to the offers to be made by its wholly-owned subsidiary, Vodafone
International Holdings B.V. ('Vodafone International'), for the shares which
Vodafone and its subsidiaries ('Vodafone Group') do not already own in Vodafone
Holdings K.K. (the 'Vodafone Holdings K.K. Offer') and in Vodafone K.K. (the
'Vodafone K.K. Offer') (collectively, the 'Offers'), Vodafone Group announces
that the Vodafone Holdings K.K. Offer will be launched on 8 June 2004.

The board of Vodafone Holdings K.K. has reviewed the Vodafone Holdings K.K.
Offer and has endorsed it. In considering the Vodafone Holdings K.K. Offer, the
board has received an independent opinion from Mizuho Securities Co., Ltd. that
the Vodafone Holdings K.K. Offer price is fair to the shareholders of the
company from a financial point of view.

Since the announcement of the Offers on 25 May, Vodafone Group has increased its
ownership in Vodafone Holdings K.K. from approximately 66.70% to approximately
79.59%. Total consideration for the additional shares purchased was Y124 billion
(£0.6 billion) in cash.

As set out in Vodafone Holdings K.K.'s and Vodafone K.K.'s announcement on 25
May, the two companies have agreed to merge (the 'Merger').

Nomura Securities Co., Ltd. and UBS Securities Japan Ltd are acting as tender
offer agents for the Vodafone Holdings K.K. Offer.

The Vodafone Holdings K.K. Offer

• The Vodafone Holdings K.K. Offer price is Y300,000 in cash for each
  validly tendered Vodafone Holdings K.K. share.
• The Vodafone Holdings K.K. Offer price represents a 20% premium to
  Vodafone Holdings K.K.'s average closing price (Y249,933) for the 3 months 
  ended 24 May 2004 and a 24.5% premium to Vodafone Holdings K.K.'s closing
  price (Y241,000) on 24 May 2004
• Vodafone Group believes the Vodafone Holdings K.K. Offer is full and fair
  and has no intention to increase it
• The Vodafone Holdings K.K. Offer is conditional on sufficient valid
  tenders being received to take Vodafone Group's ownership of Vodafone Holdings
  K.K. to 90% or above. Vodafone International reserves the right to waive this
  condition
• Following completion of the Vodafone Holdings K.K. Offer, Vodafone
  Holdings K.K.'s shares are expected to be delisted from the Tokyo Stock
  Exchange ('TSE') and the Osaka Securities Exchange in accordance with
  applicable regulations. Vodafone Group is also investigating the possibility
  of 'squeezing-out' for cash any minority shareholders remaining at this time
• The Vodafone Holdings K.K. Offer will be open from 8 June 2004 until the
  close of business in Japan on 28 June 2004
• The results of the Vodafone Holdings K.K. Offer will be announced on 29
  June 2004

The Merger

• Vodafone Holdings K.K. intends to issue 7.5898 new shares for every
  Vodafone K.K. share it does not already own
• Following the Merger, the former shareholders of Vodafone Holdings K.K.
  and Vodafone K.K. will own approximately 58.9% and 41.1% of the merged
  company, respectively
• Vodafone Holdings K.K. will be the surviving entity and will be renamed
  Vodafone K.K. after the Merger completes
• The Merger is subject to shareholder and regulatory approvals
• The AGM for Vodafone Holdings K.K. and an EGM for Vodafone K.K., at which
  resolutions will be proposed to approve the Merger, have been convened for 29
  June 2004 and 22 July 2004, respectively. The Merger is expected to become
  effective on 1 October 2004

Delisting considerations

• Under TSE rules, a listed company is automatically delisted after its top
  10 shareholders own over 90% of its issued shares
• Under TSE rules, a listed company is eventually delisted if its top 10
  shareholders own over 80% of its issued shares and if this concentration is
  not reduced
• These rules apply to Vodafone Holdings K.K. both before and after the Merger

The Vodafone Holdings K.K. Offer and the Vodafone K.K. Offer are neither
conditional on each other, nor on the Merger. The Merger is not conditional on
either of the Offers. However, Vodafone International reserves the right to
withhold its approval of the Merger at the shareholders' meeting(s).

The Tender Offer Explanatory Statement will be available for inspection at the
following addresses:

• The head office or any domestic branch of Nomura Securities, Co., Ltd.,
  1-9-1 Nihonbashi, Chuo-ku, Tokyo, 103-8011
• UBS Securities Japan Ltd, Otemachi First Square, 1-5-1 Otemachi, Chiyoda-ku,
  Tokyo, 100-0004
• Vodafone International Holdings B.V., Rivium Quadrant 173-77, 15th Floor,
  2909 LC Capelle aan den IJssel, the Netherlands

UBS Investment Bank is acting as financial adviser to Vodafone and Vodafone
International.

                                    - ends -



For further information:


UK                                                  Japan

Vodafone                                            Gavin Anderson
Tim Brown (Group Corporate Affairs)                 Deborah Hayden
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                                 Nomura Securities
Warren Finegold                                     Any domestic branch
Mark Lewisohn
Andre Sokol
[phone]

Notes to Editors:

About Vodafone

Vodafone is the world's leading mobile telecommunications company with
operations in 26 countries across 5 continents, with 340 million venture
customers and 133 million proportionate customers worldwide as at 31 March 2004.

For more information, please visit www.vodafone.com

About Vodafone International

Vodafone International is an indirect wholly-owned subsidiary of Vodafone,
incorporated in the Netherlands. It acts as a holding company within the
Vodafone Group and currently holds interests in Vodafone Holdings K.K. and
Vodafone K.K., among others.

About Vodafone Holdings K.K.

Vodafone Holdings K.K. provides mobile services through its 45.08% interest in
Vodafone K.K. Vodafone Holdings K.K. is listed on the Tokyo Stock Exchange and
the Osaka Securities Exchange. As at 7 June 2004, Vodafone Group holds a 79.59%
voting and economic interest in Vodafone Holdings K.K. (including shares
acquired on-market but not yet settled). As at 31 March 2004, the Vodafone
Holdings K.K. group had net assets of Y439 billion (£2.2 billion) and profit
before tax and before exceptional items of Y209 billion (£1.0 billion).

For more information, please visit www.vodafone-holdings.co.jp

About Vodafone K.K.

Vodafone K.K. is the third largest mobile operator in Japan with 15 million
customers as at 31 March 2004. Vodafone Holdings K.K. has a 45.08% interest in
Vodafone K.K. Separately from Vodafone Holdings K.K., Vodafone Group also has a
39.67% interest in Vodafone K.K. giving it a total economic interest in Vodafone
K.K. of 75.56%. As at 31 March 2004, Vodafone K.K. had net assets of Y239
billion (£1.2 billion) and profit before tax and before exceptional items of
Y195 billion (£1.0 billion).

For more information, please visit www.vodafone.jp

Vodafone Holdings K.K. ownership1,2
                                            % owned
---------------------------------------------------
Vodafone Group                                79.59
Public minorities                             20.41
---------------------------------------------------

Notes: (figures as of 7 June 2004)
1. Vodafone Holdings K.K. also owns 6 minor subsidiaries and affiliates
   which, other than their total net cash balances, are not considered to be
   material
2. As at 31 March 2004, Vodafone Holdings K.K. had net cash and other
   assets of Y226 billion (£1.1 billion), on a non-consolidated basis, including
   net current assets less long-term borrowings, investments in securities
   (including Y32.5 billion (£163 million) of preferred shares representing an
   economic interest in Japan Telecom Co., Ltd.) and Vodafone Holdings K.K.'s
   share of net cash and loans in its subsidiaries and affiliates excluding
   Vodafone K.K.

Vodafone K.K. ownership1,2
                                            % owned
---------------------------------------------------
Vodafone Holdings K.K.                        45.08
Vodafone Group                                39.67
Private minorities                            15.25
---------------------------------------------------

Notes: (figures as of 7 June 2004)
1. Vodafone Group Plc has an economic interest of 75.56% in Vodafone K.K.
2. As at 31 March 2004, Vodafone K.K. had net debt of Y781 billion (£3.9 
   billion)


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.

The Offers will not be made, directly or indirectly, in or into the United
States, Canada or Australia, or by use of the mails, or by any means or
instrumentality (including, without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States, Canada or
Australia and the Offers will not be capable of acceptance by any such use,
means, instrumentality or facility or from within the United States, Canada or
Australia. Copies of this press release and any future related materials are not
being and may not be mailed or otherwise distributed or sent in or into the
United States, Canada or Australia.

The Offers furthermore will not be directed to persons whose participation in
the offer requires that further offer documents are issued or that registration
or other measures are taken, other than those required under Japanese law. No
document relating to the Offers may be distributed in or into any country where
such distribution or offer requires any of the aforementioned measures to be
taken or would be in conflict with any law or regulation of such a country.

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.

This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the United Kingdom Financial Services and Markets Act
2000 by UBS Investment Bank.

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 Offers or in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.





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