Negotiations re Vodacom

Vodafone Group Plc
03 November 2005


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

3 November 2005

       VODAFONE IN EXCLUSIVE NEGOTIATIONS TO INCREASE INTEREST IN VODACOM       

Vodafone announces that it has entered into exclusive negotiations with the
Rembrandt Trust (Pty) Limited ('Rembrandt Trust'), which are expected to result
in Vodafone acquiring up to an additional 15% economic interest in Vodacom Group
(Pty) Limited ('Vodacom') for a net cash consideration of up to R16.0 billion
(£1.35 billion). This would increase Vodafone's effective shareholding in
Vodacom from its current level of 35% up to 50%.

Principal benefits

An increased interest in Vodacom is consistent with Vodafone's strategy of
increasing its exposure to growth markets.

The principal benefits to Vodafone would be:

*  Increased exposure to the attractive and growing South African market

   -  market penetration approximately 57% with further growth potential

   -  population of approximately 47 million

   -  largest economy in Africa with forecast GDP growth of 9%

*  Increased exposure to other African growth markets including Democratic
   Republic of Congo, Tanzania, Lesotho and Mozambique

*  Increased exposure to Vodacom, an attractive asset with:

   -  17.2 million customers, 14.3 million in South Africa as at 30 June 2005

   -  customer growth of 39% in the 12 months to 30 June 2005

   -  revenue growth of 20% in the 12 months to 31 March 2005

   -  EBITDA growth of 24% in the 12 months to 31 March 2005

   -  implied 3.2% historic dividend yield


Transaction overview

Vodafone has entered exclusive negotiations with the Rembrandt Trust to purchase
the 35.5 million 'B' ordinary shares ('B' Shares) in VenFin Limited ('VenFin')
currently owned by the Rembrandt Trust at a price of R47.25 per 'B' Share.
VenFin's principal asset is a 15% stake in Vodacom.

Vodafone expects to conclude these negotiations shortly. This acquisition would
give Vodafone a 46.5% voting interest and 8.0% economic interest in VenFin.
Thereafter Vodafone intends to make an offer to the remaining shareholders of
VenFin to acquire their ordinary shares in VenFin at R47.25 per ordinary share.

Assuming negotiations are completed, Vodafone will sell all the assets and
liabilities in VenFin other than its 15% stake in Vodacom ('Surplus Assets') to
a new company to be owned by existing Venfin shareholders for a consideration of
R5.0 billion (£0.42 billion). The terms of this sale are subject to final
contractual negotiations.

Prior to the sale of the Surplus Assets the total implied value of the offer for
the entire share capital of VenFin is R21.0 billion (£1.77 billion) of which
R1.7 billion (£0.14 billion) comprises the 'B' shares and R19.3 billion (£1.63
billion) comprises the value of the ordinary share capital.

As a long-standing foreign investor in South Africa, Vodafone is committed to
working with Telkom and Vodacom management to ensure that Vodacom continues to
make a significant contribution to Black Economic Empowerment.

The transaction will be conditional, inter alia, on South African competition
and other regulatory approvals and is expected to close in the first quarter of
calendar year 2006.

The acquisition will have no impact on Vodafone's share purchase programme or
Vodafone's credit ratings.

Vodafone intends to acquire shares in VenFin in the market from today at up to
R47.25.
 
                                     -ends-                                     

For further information:

Vodafone Group

Investor Relations                 Media Relations
Telephone: [phone]     Telephone: [phone]

Notes to Editors

About Vodafone

Vodafone is the world's leading mobile telecommunications group with operations
in 27 countries across 5 continents with over 165 million proportionate
customers worldwide as at 30 June 2005 as well as 14 partner networks. For
further information, please visit www.vodafone.com.

About Rembrandt Trust

Rembrandt Trust controls 100% of the unlisted B Ordinary shares in VenFin.
Johann Rupert is the director of the trust which also controls 100% of the
unlisted B ordinary shares in South African listed investment company Remgro
Limited. Rembrandt Trust also owns all the unlisted A ordinary shares of M&I,
the company which provides management services to both VenFin and Remgro.

About Vodacom

Vodacom is a South African based pan-African cellular communications company
providing GSM services to over 17 million customers in South Africa, Tanzania,
Lesotho, Mozambique and the Democratic Republic of Congo. Vodacom's South
African operations also offer a UMTS or 3G service. Vodacom is currently owned
by Telkom 50%, Vodafone 35% and VenFin 15%. For further information, please
visit www.vodacom.co.za.

About Telkom

Telkom is one of the largest companies in South Africa. Telkom provides
integrated communications solutions to a range of customers with fixed-line
voice and data services, branded as Telkom, and mobile communications services
through a 50% shareholding in Vodacom. For further information, please visit
www.telkom.co.za.

About Venfin

VenFin is an investment holding company listed on the JSE, focused on
investments in the telecommunication, technology, media, financial and risk
services and other private equity businesses and start-up opportunities. For
further information, please visit www.venfin.co.za.

Exchange Rate

For illustrative purposes an exchange rate of R11.86:£1 has been used.

Important information

Any offer will not be made, directly or indirectly, in or into, or 
by use of the mails of, or by any other means or 
instrumentality (including, without limitation, telephonically 
or electronically) of interstate or foreign commerce of, 
or any facilities of a national securities exchange of, the 
United States or Canada and the offer is not capable of 
acceptance by any such use, means, instrumentality or facility 
or from within the United States or Canada. Accordingly, 
neither copies of this announcement nor any related 
offer documentation are being or may be mailed or otherwise 
distributed or sent in or into or from the United States or Canada.
 
Cautionary statement regarding forward looking - statements 
 
This press release contains certain 'forward-looking statements' 
with respect to our expectations and plans, strategy, 
management's objectives, future performance, costs, revenues, 
earnings and other trend information, including 
statements relating to expected benefits associated with 
the transaction, plans with respect to the transaction, and 
expectations with respect to long-term shareholder value growth 
and the actions of credit rating agencies. 
Forward-looking statements are sometimes, but not always, 
identified by their use of a date in the future or such words 
as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'will', 
'expects', 'believes', 'intends', 'plans', 
'targets', 'goal' or 'estimates'. By their nature, 
forward-looking statements are inherently predictive, speculative 
and involve risk and uncertainty because they relate to 
events and depend on circumstances that will occur in the 
future.
 
There are a number of factors that could cause actual 
results and developments to differ materially from those 
expressed or implied by these forward-looking statements.  
These factors include, but are not limited to: regulatory 
and merger control approvals that may require acceptance 
of conditions with potential adverse impacts; risk involving 
our ability to realise expected synergies and benefits 
associated with the transaction, including benefits associated 
with 3G, GPRS and Vodafone live!TM and other services; 
the impact of legal or other proceedings; the risk that ARPUs 
may decline or may decline more dramatically than expected; 
the risk that credit rating agencies downgrade or give 
other negative guidance with respect to our debt securities 
which may increase our financing costs; and the risk that, 
upon completion of the transaction, we discover additional 
information relating to Venfin's business leading to 
unanticpated costs, charges or write-offs or with other negative implications.
 
In addition to the factors noted above, please refer to Vodafone's annual
reports for additional factors, risks and uncertainties that could cause actual
results and developments to differ materially from the expectations disclosed or
implied within the forward-looking statements made herein. No assurances can be
given that they forward-looking statements in this release will be realised. All
written or oral forward-looking statements attributable to Vodafone Group Plc,
any members of Vodafone Group or persons acting on our behalf are expressly
qualified in their entirety by the factors referred to above. Vodafone Group Plc
does not undertake, and specifically disclaims, any obligation to update or
revise these forward-looking statements, whether as a result of new information,
future developments or otherwise.




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