Re: Mannesmann AG

Vodafone Group PLC
11 June 2001





      NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN



11 June 2001



               MANNESMANN AG TO ENTER INTO DOMINATION AGREEMENT





Vodafone Group Plc ('the Company') announces that its subsidiary, Mannesmann
AG, intends to enter into a domination and profit and loss transfer agreement
with Vodafone Deutschland GmbH, a wholly owned subsidiary of the Company.
Under the agreement, Mannesmann AG will relinquish overall management of the
company to Vodafone Deutschland GmbH and will agree to transfer its entire
profits to Vodafone Deutschland GmbH. Vodafone Deutschland GmbH will agree to
pay outstanding minority shareholders a guaranteed dividend of Euro 11.77 per
annum for each Mannesmann share held as appropriate compensation and, in
addition, will agree, should a minority shareholder so request, to acquire a
minority shareholder's shares for cash consideration of Euro 206.53 per
Mannesmann share. The agreement must be approved by the Supervisory Board and
the Annual General Meeting of Mannesmann AG on 22 August 2001 and entered into
the Commercial Register before it is legally effective.





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Vodafone Group Plc

Tim Brown, Group Corporate Affairs Director

Melissa Stimpson, Head of Group Investor Relations

Jon Earl, Investor Relations Manager

Darren Jones, Investor Relations Manager

Tel: [phone]



Tavistock Communications

Lulu Bridges/John West

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This press release does not constitute an offer to purchase securities.