Venfin Unconditional

Vodafone Group Plc
26 January 2006


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


26 January 2006

                         OFFER FOR VENFIN UNCONDITIONAL


Vodafone announces that its wholly owned subsidiary, Vodafone Holdings (SA)
(Pty) Limited ('VHSA') has declared the offer for VenFin Limited ('VenFin') (the
'Offer') wholly unconditional following strong support for the Offer. VenFin
shareholders who have not yet accepted the Offer should tender their shares to
receive the Offer consideration as soon as possible.

As at 12:00 on 26 January 2006 VHSA has received acceptances for 230,307,197
Offer shares representing 60.8% of the Offer shares. Combined with the
30,252,460 ordinary shares held by Vodafone and the 35 506 352 VenFin B shares
to be acquired by VHSA from Rembrandt Trust (Proprietary) Limited, Vodafone will
have an effective economic interest in VenFin of 66.6% and an effective voting
interest of 80.5%.

Offer participants who tender their shares before the closing date will receive
the Offer consideration within five business days irrespective of the closing
date of the Offer.

The closing date of the Offer has been extended to 17 February 2006 as required
by takeover rules in South Africa.


Important information

The Offer is not being 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,
Australia, Canada or Japan and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within the United States,
Australia, Canada or Japan. Accordingly, neither copies of this announcement nor
any related documentation are being or may be mailed or otherwise distributed or
sent in or into or from the United States, Australia, Canada or Japan.

                                     -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 179.3 million proportionate customers
worldwide as at 31 December 2005 as well as 31 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 a director of Rembrandt 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 VenFin

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



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