Statement re Cegetel

Vodafone Group Plc
03 December 2002



3 December 2002



                         STATEMENT REGARDING CEGETEL



Vodafone Group Plc ('Vodafone') and its wholly-owned subsidiary Vodafone Holding
GmbH ('Vodafone Holding', formerly Vodafone AG) note the announcement made by
Vivendi Universal S.A. ('Vivendi') indicating that it will exercise its
pre-emption rights to acquire BT Group plc's ('BT') 26% interest in Cegetel
Groupe S.A. ('Cegetel').  Vodafone Holding's €6.77 billion cash offer for
Vivendi's 44% interest in Cegetel has now been withdrawn.



Assuming that Vodafone Holding's €2.3 billion cash acquisition of SBC
Communications Inc.'s ('SBC') 15% economic interest in Cegetel is completed, the
following benefits would result:



•     Vodafone Group (meaning Vodafone and its subsidiaries) would increase its
      economic exposure to Cegetel from 15% to 30% and to SFR from 31.9% to 
      43.9%

•     Cegetel's ownership structure would be simplified.  Vodafone Holding
      would be entitled to appoint 3 directors (as opposed to its existing sole
      director) to the Cegetel board, leading to greater influence for Vodafone 
      Group over the strategy and operations of Cegetel and SFR

•     Vodafone Group would capture a greater proportion of the significant
      value it currently adds to SFR and expects to deliver in the future, 
      including through access to Vodafone Group's global supply chain
      management initiatives and global products and services

•     The acquisition is expected to be enhancing to Vodafone's earnings per
      share (pre-goodwill amortisation and exceptional items) from the first 
      full year of ownership

•     Vodafone Group would increase its exposure to France, a strategically
      important and growing three-operator market with relatively low
      penetration of 63% and 15.3% of the Western European population



Vodafone Group is a long-term investor in Cegetel and SFR and looks forward to
continuing its successful partnership with Vivendi to develop these businesses.



Vodafone Group expects that the acquisition of SBC's economic interest in
Cegetel would complete in January 2003.



                                     -ends-



For further information contact:



Vodafone Group
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Director of Group Investor Relations
Bobby Leach, Head of Group Financial Media Relations
Darren Jones, Senior Investor Relations Manager
Tel:  [phone]

Tavistock Communications
Lulu Bridges
John West
Tel:  [phone]

Euro RSCG C&O
Laurent Dondey
Tel:  [phone]
Estelle Griffe
Tel:  [phone]

UBS Warburg
Warren Finegold
Mark Lewisohn
Tel:  [phone]
Charles-Henri Le Bret
Tel:  [phone]



Ownership structure of Cegetel



Pre-transaction (note 1)


                      Cegetel         BT             SBC                 Vivendi             Vodafone Group
                     (note 5)                     (note 3)              (note 3)

Cegetel                  -            26%            15%             9%           35%              15%
                                    (direct     (through its      (direct     (through its       (direct
                                   holding)    30% holding in     holding)    70% holding       holding)
                                                  Transtel)                   in Transtel)
SFR                     80%            -              -              -             -               20%

Economic interest                     21%            12%                   35%                     32%
in SFR



Fixed line businesses:
(both pre and post transaction)


                                       Cegetel        SNCF               Telecom                 Cegetel
                                                                      Developpement            Fixed Line

Telecom Developpement (note 4)           50%           50%                  -                       -
Cegetel Fixed Line                       80%            -                  20%                      -





Post-transaction (note 2):


                     Cegetel          BT           SBC              Vivendi                 Vodafone Group
                    (note 5)
Cegetel                 -              -            -          35%           35%          15%           15%
                                                             (direct    (through its    (direct    (through its
                                                             holding)    70% holding    holding)    30% holding
                                                                        in Transtel)               in Transtel)
Total economic                                                        70%                        30%
interest in
Cegetel

SFR                    80%             -            -                  -                         20%

Economic interest                      -            -                 56%                        44%
in SFR



NOTES:

1.       Vodafone Group holds its 20% interest in SFR through Vodafone
International Holdings B.V. and Vodafone S.A. and its 15% interest in Cegetel
through Vodafone Holding GmbH

2.       Assuming Vodafone Group acquires SBC's interest in Cegetel and Vivendi
acquires BT's interest in Cegetel

3.       Transtel is a holding company which owns 50% of Cegetel plus one share

4.       Telecom Developpement is a joint venture between SNCF (50.01%) and
Cegetel (49.99%)

5.       Cegetel has a 79.5% economic interest in SFR.  Minority shareholders in
Cofira (not shown), the holding company through which Cegetel holds its interest
in SFR, own a 0.5% economic interest in SFR


This press release has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc.

UBS Warburg Ltd., a wholly owned subsidiary of UBS AG is acting solely for
Vodafone and no-one else in connection with this offer and will not be
responsible to anyone other than Vodafone for providing the protections afforded
to customers of UBS Warburg nor for providing advice in relation to the offer.




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 acquisition of
additional interests in Cegetel and SFR, plans with respect to such acquisition
and expectations with respect to our ability to influence the future management
of Cegetel and SFR.  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.
Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as 'would', 'expect' and 'believe'.



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, the risk of disputes
as to the interpretation of the Cegetel shareholders' agreement; the future
actions of Vivendi including whether Vivendi exercises its pre-emption rights
over the SBC interest in Cegetel, which will affect our ability to obtain an
increase in our economic interest in Cegetel, or takes actions which could
negatively affect our ability to influence the management or strategic
decisions, including profit distributions or other value generative decisions,
of Cegetel or SFR; regulatory approvals may require acceptance of conditions
with potential adverse impacts; the risk involving our ability to realise
expected benefits associated with the increase in our interest in Cegetel and
SFR, including benefits associated with 3G technologies; the risk that ARPUs may
decline more dramatically than expected; and the risk that, upon increasing our
interest in Cegetel or SFR, we discover additional information relating to its
businesses leading to restructuring charges or write-offs or with other negative
implications.



Please refer to documents we have filed under the US Securities Exchange Act of
1934, including our Annual Report & Accounts and Form 20-F for the year ended 31
March 2002, for additional factors that could cause actual results and
developments to differ materially from the expectations disclosed or implied
within forward-looking statements.  All written or oral forward-looking
statements attributable to Vodafone Group Plc, any members of Vodafone Group Plc
or persons acting on our behalf are expressly qualified in their entirety by the
factors referred to above. Vodafone does not intend to update these
forward-looking statements.
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