Mannesmann Offer Rejection

Vodafone AirTouch PLC
22 November 1999

                                             
              MANNESMANN AG ('MANNESMANN')
                            

The following is the text of a press release made on 19 November by
Mannesmann:

                                      
                   'Mannesmann Executive Board recommends
            rejection of Vodafone AirTouch offer to shareholders

Vodafone  AirTouch  has today announced a hostile but increased  proposal  to
acquire  Mannesmann.  This proposal envisages an exchange  of  53.7  Vodafone
AirTouch  shares  for each Mannesmann share and is subject  to  a  number  of
complicating conditions.

The  Executive Board recommends to shareholders to reject this offer. Today's
offer  does  not reflect the potential offered to Mannesmann shareholders  by
the  combination of Mannesmann and Orange into a leading, integrated European
telecommunications services company.

In the course of the coming weeks Mannesmann will present to its shareholders
the future value potential of an independent corporate strategy.

Klaus Esser, Chairman of the Executive Board, said: 'Any offer for Mannesmann
will  be  measured  against the value potential for Mannesmann  shareholders.
Today's offer does not match this value potential.''

Enquiries:

MANNESMANN                  
Manfred Soehnlein,
Director, Media Relations

Telephone: [phone]
                            

The  members of the Management Board of Mannesmann accept responsibility  for
the information contained in this announcement.  To the best of the knowledge
and  belief  of the members of the Management Board of Mannesmann  (who  have
taken  all  reasonable care to ensure that such is the case) such information
is  in  accordance with the facts and does not omit anything likely to affect
the import of such information.

This  announcement  has  been issued by, and is the sole  responsibility  of,
Mannesmann  AG  ('Mannesmann')  and has been approved  for  the  purposes  of
section 57 of the Financial Services Act, 1986 by Merrill Lynch International
('Merrill  Lynch') and Morgan Stanley & Co. Limited ('Morgan Stanley')  which
are  regulated in the UK by the Securities and Futures Authority Limited  and
are  financial  advisers to Mannesmann in the connection with the  offer  for
Orange PLC ('the Orange Offer') and the Vodafone AirTouch proposal to acquire
Mannesmann  ('the Mannesmann Proposal').  The Orange Offer is not being  made
in  or  into,  and  it  may not be accepted in or from,  the  United  States.
Merrill Lynch and Morgan Stanley are advising Mannesmann in relation  to  the
Orange  Offer  and the Mannesmann Proposal and no-one else and  will  not  be
responsible  to  anyone other than Mannesmann for providing  the  protections
afforded  to customers of Merrill Lynch and Morgan Stanley nor for  providing
advice in relation to the Orange Offer or the Mannesmann Proposal.