Completion of Tender Offer

Vodafone Group Plc
29 June 2004


29 June 2004

        VODAFONE GROUP SUCCESSFULLY COMPLETES TENDER OFFER FOR SHARES IN

                             VODAFONE HOLDINGS K.K.

Vodafone Group Plc ('Vodafone') announces that the public offer made by its
wholly-owned subsidiary, Vodafone International Holdings B.V. ('Vodafone
International'), for the shares which Vodafone and its subsidiaries ('Vodafone
Group') did not already own in Vodafone Holdings K.K. (the 'Vodafone Holdings
K.K. Offer') closed for acceptances on 28 June 2004.

Vodafone International has been informed by its tender offer agents, Nomura
Securities Co., Ltd. and UBS Securities Japan Ltd, that at the close of the
Vodafone Holdings K.K. Offer 526,794 shares have been tendered. The Vodafone
Holdings K.K. Offer price was Y300,000. On settlement, Vodafone Group's
ownership in Vodafone Holdings K.K. will be approximately 96.08%. Settlement is
expected to commence on 6 July 2004.

The aggregate consideration for the shares acquired through the Vodafone
Holdings K.K. Offer and market purchases of Vodafone Holdings K.K. shares made
between 26 May and 7 June 2004 is approximately Y281.6 billion (£1.4 billion).

In accordance with Tokyo Stock Exchange rules, the delisting of Vodafone
Holdings K.K. is expected to occur after 31 March 2005.

Further to the announcement by Vodafone on 25 May 2004, regarding the offer made
by Vodafone International for the shares which Vodafone Group did not already
own in Vodafone K.K. (the 'Vodafone K.K. Offer'), Vodafone announces that valid
tenders have been received for 25,117 shares representing an approximate 4.69%
interest in Vodafone K.K. On settlement of the shares acquired through the
Vodafone K.K. Offer and the Vodafone Holdings K.K. Offer, Vodafone Group's
economic interest in Vodafone K.K. will be approximately 87.68%. The Vodafone
K.K. Offer acceptance period ends on 21 July 2004.

                                    - ends -


For further information:

UK                                                  Japan

Vodafone Group                                      Gavin Anderson
Tim Brown (Group Corporate Affairs)                 Jim Weeks
Melissa Stimpson (Investor Relations)               Minako Hattori
Darren Jones (Investor Relations)                   Tel:  [phone]
Bobby Leach (Media Relations)
Ben Padovan (Media Relations)
Emma Conlon (Media Relations)
Tel:  [phone]

Tavistock Communications                            UBS Investment Bank
Lulu Bridges                                        Steven Thomas
John West                                           Craig Chittick
Tel:  [phone]                          Tel:  [phone]
                                                    
UBS Investment Bank
Warren Finegold
Mark Lewisohn
Andre Sokol
Tel:  [phone]

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.

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 Vodafone Holdings K.K. Offer and
the Vodafone K.K. Offer or in relation to the contents of this announcement or
any transaction or arrangement referred to herein.


                      This information is provided by RNS
            The company news service from the London Stock Exchange