Disposal

Vodafone Group Plc
21 August 2003


21 August 2003

VODAFONE TO SELL JAPANESE FIXED LINE SUBSIDIARY

Vodafone Group Plc ('Vodafone') announces today that its 66.7% indirectly owned
subsidiary Japan Telecom Holdings Co., Ltd. ('Japan Telecom Holdings'), has
agreed to the leveraged acquisition of its 100% owned fixed line business, Japan
Telecom Co., Ltd. ('Japan Telecom'), by an affiliate of RHJ Industrial Partners,
a Ripplewood Holdings LLC ('Ripplewood') fund dedicated to making investments in
Japan.

As a result of the transaction, Japan Telecom Holdings will receive Y261.3
billion (£1.4 billion) as follows:

• Y228.8 billion (£1.2 billion) of cash; and

• Y32.5 billion (£0.2 billion) of redeemable preferred equity.

The enterprise value of Japan Telecom is expected to be approximately Y262
billion (£1.4 billion) in early October 2003. The cash received will be used to
reduce Vodafone's consolidated net debt.

Japan Telecom Holdings intends to retain the redeemable preferred equity, which
is transferable, at least until July 2004.

Subject to the fulfilment of certain conditions, including signing definitive
agreements relating to bank financing, for which signed commitments have been
received from 11 banks, the transaction is expected to close in the final
quarter of calendar year 2003. Vodafone expects to cease consolidating Japan
Telecom once the definitive agreements relating to the bank financing are
signed, which is expected to occur in early October.

Arun Sarin, Chief Executive of Vodafone said:

'Since we took control of Japan Telecom in 2001, Vodafone has proved successful
in developing the business under the dynamic leadership of Bill Morrow. We are
confident that Ripplewood will continue to show the same high regard for Japan
Telecom's customers, employees and suppliers and will be successful in growing 
the business further. Vodafone remains committed as a significant investor in 
Japan through our mobile subsidiary J-Phone. We continue to be encouraged by 
the excellent progress that J-Phone is making in a market place which has 
further growth potential.'

UBS Investment Bank acted as sole financial adviser to Vodafone and Japan
Telecom Holdings on this transaction.

                                  - ends -

For further information:

Vodafone Group
Tim Brown, Group Corporate Affairs Director
Tel: [phone]

Investor Relations
Melissa Stimpson
Darren Jones
Tel: [phone]

Media Relations
Bobby Leach
Ben Padovan
Tel: [phone]

Tavistock Communications
Lulu Bridges
John West
Tel: [phone]


UBS Investment Bank (Financial Adviser and Broker to Vodafone)
Warren Finegold
Mark Lewisohn
Andre Sokol
[phone]
Steven Thomas
[phone]

Notes to Editors

About Japan Telecom Holdings

Japan Telecom Holdings provides fixed line services through its 100% owned
subsidiary Japan Telecom and mobile services through its 45.1% interest in
J-Phone Co., Ltd. ('J-Phone'). Japan Telecom Holdings is listed on the Tokyo and
Osaka Stock Exchanges, with Vodafone holding an indirect interest of 66.7% in
the company. Separately from Japan Telecom Holdings, Vodafone also holds an
indirect 39.7% interest in J-Phone, giving it a total economic interest of
approximately 69.7% in J-Phone. Japan Telecom Holdings' significant assets after
the sale will consist of a 45.1% stake in J-Phone and 100% stakes in Japan
System Solutions Co.,Ltd. and Telecom Express Co.,Ltd.

For more information, please visit www.telecom-holdings.co.jp

About Japan Telecom

Japan Telecom provides fixed line voice and data transmission services to
customers across Japan through approximately 10,000 km of fibre-optic networks.
Under UK GAAP, Japan Telecom's net assets at 31 March 2003 were Y270 billion
(£1.44 billion), its pre-tax profit, before exceptionals, for the year to 31
March 2003 was Y29 billion (£0.15 billion) and its pre-tax loss, after
exceptionals, for the year to 31 March 2003 was Y52 billion (£0.28 billion).

For more information, please visit www.japan-telecom.co.jp

Exchange rates

For illustrative purposes, an exchange rate of Y188.3:£1 as at 20 August 2003
has been used for the translation of all Japanese Yen balances other than as
described below.

The value of Japan Telecom's net assets as at 31 March 2003 has been translated
at an exchange rate of Y187.4:£1.

Japan Telecom's pre-tax profit, before exceptionals, and its pre-tax loss, after
exceptionals, for the year to 31 March 2003 has been translated at an average
exchange rate of Y188.9:£1.

UBS is acting for Vodafone and Japan Telecom Holdings and no one else and will
not be responsible to anyone other than Vodafone and Japan Telecom Holdings for
providing the protections offered to clients of UBS or for providing advice in
relation to the transaction or in relation to the contents of this announcement
or any transaction or arrangement referred to herein.

Cautionary note regarding forward-looking statements:

Statements in this press release that are not statements of historical fact may
include forward-looking statements regarding future events or the future
financial performance of the companies mentioned. We wish to caution you that
such statements are just predictions and that actual events or results may
differ materially. Forward-looking statements involve a number of risks and
uncertainties surrounding the mentioned transactions and other factors related
to the business of the companies mentioned.




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