Result of AGM

Vodafone Group PLC
31 July 2002


31 July 2002

                    VODAFONE GROUP PLC - ANNUAL GENERAL MEETING


The Annual General Meeting of Vodafone Group Plc was held at the Queen Elizabeth
II Conference Centre, Broad Sanctuary, Westminster, London, SW1 on Wednesday 31
July 2002.

The results of the polls on all resolutions were as follows:


RESOLUTION                                                     FOR             AGAINST             ABSTAIN


1     To receive the report of the                  36,700,292,722         246,907,813         530,729,224
      directors and financial statements


2     To approve the Remuneration Policy            31,670,534,299       3,566,030,214       2,244,908,172


3     To re-appoint Dr Michael Boskin as a          36,936,193,524         261,201,169         285,089,744
      director


4     To re-appoint Paul Hazen as a                 34,819,366,352         932,463,815       1,730,654,923
      director


5     To re-appoint Penny Hughes as a               36,942,162,948         254,165,340         284,752,288
      director


6     To re-appoint Arun Sarin as a                 33,722,063,893       1,863,463,827       1,892,647,893
      director


7     To elect Vittorio Colao as a director         37,070,467,236         162,658,817         245,502,006


8     To approve a final dividend of                37,244,191,050          37,760,247         200,680,101
      0.7497p per ordinary share


9     To re-appoint Deloitte & Touche as            34,732,982,831       1,726,705,564       1,022,843,903
      auditors


10    To authorise the directors to fix the         35,501,678,884         171,627,620       1,809,115,971
      auditors' remuneration


11    To authorise donations under the              34,112,428,593       1,510,957,917       1,844,070,548
      Political Parties, Elections and
      Referendums Act 2000


12    To renew authority to allot shares            36,281,478,005         920,814,426         274,104,600
      under Article 16.2 of the Company's
      Articles of Association


13    To renew authority to disapply                36,160,078,948       1,062,693,107         236,116,066
      pre-emption rights under Article 16.3
      of the Company's Articles of
      Association


14    To authorise the Company's purchase           37,072,810,489          69,723,442         220,198,581
      of its own shares (section 166,
      Companies Act 1985)



Accordingly resolutions 1 to 12 were passed as ordinary resolutions and
resolutions 13 and 14 were passed as special resolutions.


SR Scott
Company Secretary




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