Tender Offer

Vodafone Group Plc
25 May 2004


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

25 May 2004

For immediate release

     VODAFONE GROUP ANNOUNCES OFFERS FOR OUTSTANDING SHARES IN ITS JAPANESE
    SUBSIDIARIES, VODAFONE HOLDINGS K.K. AND VODAFONE K.K., AND INTENTION OF
                VODAFONE HOLDINGS K.K. AND VODAFONE K.K TO MERGE

Vodafone Group Plc ('Vodafone') announces that its wholly-owned subsidiary,
Vodafone International Holdings B.V. ('Vodafone International'), is to launch
offers 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').

Separately, Vodafone Holdings K.K. and Vodafone K.K. jointly announced today
that their respective boards have agreed to merge the two companies (the
'Merger').

Vodafone expects the Offers to enhance its earnings per share from the first
year (before exceptional items and before goodwill amortisation).

The aggregate cost of the Offers (assuming 100% take-up) would be approximately
Y513 billion (£2.6 billion), to be satisfied from Vodafone Group's existing cash
resources. Vodafone expects there to be no changes to its current credit ratings
arising from completion of the Offers and the Merger.

Commenting on the Offers and the Merger, Arun Sarin, Chief Executive of
Vodafone, said:
'The Offers to increase our shareholdings in both Vodafone Holdings K.K. and
Vodafone K.K. are consistent with our stated strategy of increasing the Group's
ownership in existing investments when the opportunity arises.

The benefits of the transactions will be significant. Firstly, our increased
investment will be accretive to Group earnings and, secondly, the simplified
company structure resulting from the Merger should contribute towards greater
operational and financial efficiencies.

The Offers demonstrate our long-term commitment to the mobile market in Japan.
We are determined to maintain and build a strong Japanese company which will
continue to provide global standard products and services to our customers in
Japan and play a major role as part of Vodafone's global operations.'


The Vodafone Holdings K.K. Offer

• The Vodafone Holdings K.K. Offer is to be conducted by way of a Tender
  Offer Bid ('TOB'), which is expected to be formally launched by Vodafone
  International on or around 8 June 2004 and will be open for 20 calendar days

• The Vodafone Holdings K.K. Offer price will be Y300,000 in cash for each
  validly tendered Vodafone Holdings K.K. share. Assuming 100% take-up, the
  total consideration would be approximately Y319 billion (£1.6 billion)
  
• The Vodafone Holdings K.K. Offer price represents a 20.0% 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

• From 26 May 2004 until the TOB launch date, Vodafone International
  intends to make market purchases in Japan at prices up to the Vodafone 
  Holdings K.K. Offer price of Y300,000. Such purchases will cease on the
  date immediately preceding the TOB launch date

• 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' any minority shareholders remaining at that time

• The Vodafone Holdings K.K. board will seek an independent fairness
  opinion on the Vodafone Holdings K.K. Offer

The Vodafone K.K. Offer

• The Vodafone K.K. Offer price will be Y2,371,164 in cash for each validly
  tendered Vodafone K.K. share. Assuming 100% take-up, the total consideration
  would be approximately Y194 billion (£1.0 billion)

• The Vodafone K.K. Offer price is equivalent to the implied value of the
  Vodafone K.K. shares based upon Vodafone Holdings K.K.'s average closing price
  for the 3 months ended 24 May 2004

• Details of the Vodafone K.K. Offer, including instructions on how to
  participate, will be posted to Vodafone K.K. shareholders shortly. The
  Vodafone K.K. Offer will remain open until 21 July 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 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 Offers 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'
meetings.

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

                                     -ends-

For further information contact:


UK                                                  Japan

Vodafone                                            Gavin Anderson
Tim Brown (Group Corporate Affairs)                 Jim Weeks
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
Warren Finegold
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. Vodafone Group holds a 66.70% voting and economic
interest in Vodafone Holdings K.K. 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 69.74%. 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. and Vodafone K.K. ownership structures

Vodafone Holdings K.K. ownership (notes 1 & 2)

                                 % owned
Vodafone Group                     66.70
Public minorities                  33.30

Notes: (figures as of 31 March 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 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. ownership (notes 1 & 2)
                                 % owned
Vodafone Holdings K.K.             45.08
Vodafone Group                     39.67
Private minorities                 15.25

Notes: (figures as of 31 March 2004)

1 Vodafone Group Plc has an economic interest of 69.74% in Vodafone K.K.
2 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 will furthermore 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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