Increase in Shareholding

Vodafone Group Plc
08 January 2004


8 January 2004

For Immediate Release - Not for release or distribution in the United States of
America, Canada, Australia or Japan

          VODAFONE INCREASES SHAREHOLDING IN VODAFONE-PANAFON TO 86.6%

On 11 December 2003, the information circular in relation to the public offer by
Vodafone Group Plc ('Vodafone') for the remaining outstanding shares which it
did not already own directly or indirectly as at 1 December 2003 (the 'Shares')
in Vodafone-Panafon Hellenic Telecommunications Company S.A. ('Panafon') (the
'Offer') was approved. Vodafone announces that as a result of market purchases
for an aggregate consideration of approximately EUR124 million it has increased
its direct and indirect holding in Panafon from 82.951 per cent. on 11 December
2003 to 86.632 per cent. as at 7 January 2004.

Vodafone will continue to make market purchases of Shares at a price per Share
of EUR6.18 or below.

On 22 December 2003, Panafon announced that its Board of Directors considered
the offer price of EUR6.18 to be fair and reasonable and suggested that holders
of Shares accept the Offer subject to any competing or revised offer.

Relevant details pertaining to the Offer are:

• The offer price is EUR6.18 in cash for each validly tendered Share to be
  satisfied from Vodafone's existing cash resources. The offer price is final
  and will not be increased.

• Vodafone shall pay the 0.06% clearance duty levied on each off-exchange
  transfer of Shares validly tendered instead of the accepting holders of
  Shares. Vodafone will therefore pay the full amount of the offer price to the
  accepting holders of Shares.

• The Offer is not subject to the satisfaction of any conditions.

• Subject to reaching 95% or more of the total voting rights in Panafon,
  Vodafone intends to seek the delisting of the shares in Panafon from the
  Athens Exchange ('ATHEX') in accordance with Greek regulations. Any possible
  sale of Shares by any tax resident of Greece to Vodafone after the potential
  delisting of the shares in Panafon from ATHEX will be subject to a transfer
  tax of 5% which is payable by the seller.

• The acceptance period will end at 2.30 p.m. (Greek time) on 22 January
  2004. Settlement in respect of each validly tendered Share will be made no
  later than the sixth business day after the end of the acceptance period.

• Within two business days of the end of the acceptance period the results
  of the Offer will be announced in the Official List of ATHEX and in the Greek,
  UK and German press.

Copies of the information circular and form of declaration of acceptance, both
in Greek, are available at the branch offices of Alpha Bank in Greece. Holders
of Shares may also obtain copies of the information circular from the following
website (www.alpha.gr).

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]

Goldman Sachs International
Simon Dingemans
Tel: [phone]

The Offer is not being made and will not be made, directly or indirectly, in or
into the United States, Canada, Australia or Japan (each an 'Excluded
Territory'), and copies of the information circular, this announcement and any
related materials thereto are not being and may not be sent or otherwise
distributed in or into any Excluded Territory or sent by any means or
instrumentality of interstate or foreign commerce of any Excluded Territory and
the Offer cannot be accepted by any such use, means or instrumentality, in or
from within any Excluded Territory.

Goldman Sachs International is acting as financial adviser for Vodafone Group
Plc and no one else in connection with the Offer and will not be responsible to
anyone other than Vodafone Group Plc for providing the protections afforded to 
clients of Goldman Sachs International or for providing advice in relation to 
the Offer.

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 Financial Services and Markets Act 2000 by 
Goldman Sachs International.





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