Director Shareholding

Vodafone Group Plc
02 July 2003


Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
of the following changes in share interests of directors of the Company:

                                              Number of ordinary shares of US$0.10
                                              in the capital of Vodafone Group Plc                        

                                  A               B                 C                   D                       E
                         Vesting of      Vesting of    No. of  shares              No. of              Short term  
                          long term       short term             sold              shares    incentive new awards
                       award shares     award shares         incentive        transferred               incentive       
                    
                            (1) (3)          (2) (3)               (4)              (5)                        (6)      
         

Sir                          79,512          793,202          357,813              514,901                      -
Christopher
Gent

Peter Richard                43,289                -           17,749               25,540              1,056,466
Bamford

Vittorio Colao                    -                -                -                    -                942,015

Thomas Geitner                    -                -                -                    -                329,205

Julian Michael               43,289          431,852          194,809              280,332              1,324,070
Horn-Smith

Kenneth John                 43,289          431,852          194,809              280,332              1,081,324
Hydon


 1. The Trustees of the Vodafone Group Employee Trust have resolved to release
    these shares to directors following assessment of the performance, time and
    employment conditions to which the awards were subject. Based on the
    performance achieved, 36.9% of the shares comprised in the original award
    have vested and the remainder of the award has lapsed. The awards were
    granted on 1 July 2000 in accordance with the Vodafone Group 1999 Long Term
    Stock Incentive Plan.
 2. The Trustees of the Vodafone Group Employee Trust have resolved to release
    these shares to directors following assessment of the performance, time and
    employment conditions to which the awards were subject. Based on the
    performance achieved, 100% of the shares comprised in the original award
    have vested. The awards were granted on 14 June 2001 in accordance with the
    Vodafone Group Short Term Incentive Plan.
 3. The figures in columns A and B are the number of shares comprised in the
    vested percentage of the original award plus the number of shares that
    represent the value of dividends declared and paid or payable in respect of
    such shares since the date of award.
 4. The figures in column C are the number of shares out of those listed in
    columns A and B that the Company has been advised by Mourant & Co were sold
    by the Trustees of the Vodafone Group Employee Trust on 1 July 2003 at
    117.47 pence per share on behalf of the directors. These share sales were
    made to satisfy the tax liabilities arising on the release of the shares to
    directors.
 5. The figures in column D are the net number of shares that the Company has
    been advised by Mourant & Co were on 1 July 2003 transferred from the
    Trustees to the directors in satisfaction of the vesting of the long term
    and short term awards of shares disclosed in columns A and B.
 6. The Company was advised by Mourant & Co on 1 July 2003 that, further to
    conditional awards made by the Trustees of the Vodafone Group Employee Trust
    in accordance with the Vodafone Group Short Term Incentive Plan, the number
    of shares in column E were on 30 June 2003 purchased at a price per share of
    119.75 pence. The cash equivalent values of two thirds of these awards were
    outlined in the Annual Report and Accounts and Form 20-F for the year ended
    31 March 2003. The shares will normally be transferred to participants on or
    shortly after the second anniversary of the date of grant of the award,
    subject to the continued employment of the participants. The vesting of one
    third of the shares in each award is additionally conditional on the
    achievement of a performance target approved by the Remuneration Committee.
    The performance condition is that the growth in adjusted earnings per share
    over the two-year performance period must be at least five percentage points
    per annum above the rate of growth of the UK Retail Prices Index over the
    same period.

As a result of the above, the interests in shares (excluding share options and
unvested incentive shares) of the following Directors have increased to the
following:

Sir Christopher Gent          3,855,852

Mr P R Bamford                  284,488

Mr J Horn-Smith               1,729,373

Mr K J Hydon                  2,116,764

S R Scott

Company Secretary


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