Vodafone Completes Share Offer

Further to the announcement made by Vodafone Group Plc (”Vodafone”) on 25 May 2004, Vodafone announces that the 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 K.K. (the “Vodafone K.K. Offer”) closed for acceptances on 21 July 2004.

Valid tenders have been received for 81,539 shares representing approximately a 15.22-percent interest in Vodafone K.K. and approximately 99.94 percent of the total shares tendered for by Vodafone International.

The aggregate consideration for the shares acquired through the Vodafone K.K. Offer is approximately 193.3 billion (GBP967 million).

Separately, the shareholders of Vodafone K.K. voted today at an Extraordinary General Meeting to approve the merger of Vodafone K.K. and Vodafone Holdings K.K. (the “Merger”). The Merger was also approved by the shareholders of Vodafone Holdings K.K. at its Annual General Meeting, which took place on 29 June. Accordingly, subject to regulatory approval, the Merger will become effective on 1 October 2004.

Based on its current ownership in Vodafone Holdings K.K. and Vodafone K.K. (after settlement of the Vodafone K.K. Offer), Vodafone Group will have approximately a 97.68-percent interest in the merged company, to be renamed Vodafone K.K., when the Merger becomes effective.