Acq of MobiFon and Oskar

Vodafone Group Plc
15 March 2005


15 March 2005

           VODAFONE TO ACQUIRE CONTROL OF MOBIFON IN ROMANIA AND OSKAR
                              IN THE CZECH REPUBLIC

Vodafone today announces that its wholly-owned subsidiary Vodafone International
Holdings B.V. has entered into agreements with Telesystem International Wireless
Inc. ('TIW') of Canada to acquire approximately:

• 79% of the share capital of MobiFon S.A. ('MobiFon') in Romania. This
  will increase Vodafone and its subsidiaries' ('Vodafone Group') ownership in
  MobiFon to approximately 99%; and,

• 100% of the share capital of Oskar Mobil a.s. ('Oskar') in the Czech Republic

for a cash consideration of approximately US$3.5 billion (£1.8 billion) to be
satisfied from Vodafone Group's cash resources (the 'Transaction'). In addition,
Vodafone Group will be assuming approximately US$0.9 billion (£0.5 billion) of
net debt.

Commenting on the acquisitions, Arun Sarin, Chief Executive of Vodafone, said:

'I am delighted that MobiFon and Oskar, both fast growing mobile operators, will
become part of Vodafone, where they will benefit fully from the global services
and scale benefits that our group can deliver. These acquisitions will create
value for our shareholders and will be good for our customers. They are also
consistent with our stated strategy of increasing investment in Central and
Eastern Europe.'

The Transaction will be immediately enhancing to adjusted earnings per share
before acquired intangible amortisation and synergies, will have no impact on
Vodafone's share purchase programme and is not expected to affect Vodafone's
credit ratings.

The principal benefits to Vodafone Group are:

• Expansion of its controlled footprint into two attractive European markets

  -  adjacent to existing Vodafone Group markets
  -  combined population of around 32 million
  -  strong growth economies

• Control of MobiFon, a leading operator in Romania

  -  mobile penetration of approximately 47%
  -  4.9 million customers, equivalent to 48% market share
  -  revenues of US$723 million, delivering 30% growth year-on-year
  -  EBITDA of US$345 million with 48% EBITDA margin

• Control of Oskar, the fastest growing operator in the Czech Republic

  -  1.8 million customers, equivalent to 17% market share
  -  market leading ARPUs (US$25) resulting in revenue share of around 20%
  -  revenues of US$552 million, delivering 35% growth year-on-year
  -  EBITDA of US$162 million with 29% EBITDA margin

• Additional value to be created from operational enhancements, through
  the integration of MobiFon and Oskar into the Vodafone Group and
  participation in the One Vodafone programme, including:

  -  global procurement and the deployment of Vodafone products and services
  -  network design and planning, shared service platforms, supply chain
     management and roaming

The Board of TIW is recommending that its shareholders vote in favour of the
Transaction. Certain shareholders of TIW (namely certain affiliates of J.P.
Morgan Partners LLC, Caisse de depot et placement du Quebec, and AIG Emerging
Europe Infrastructure Fund L.P.), who collectively own 33.6% of TIW's
outstanding share capital, have entered into agreements to vote in favour of the
Transaction and not to solicit any competing transaction.

The Transaction is conditional on TIW shareholder approval, the receipt of all
necessary unconditional regulatory and Canadian Court approvals and certain
customary conditions. The Transaction is expected to complete in the third
quarter of 2005.

A termination fee of US$110 million will be payable to Vodafone Group by TIW if
the TIW Board withdraws or adversely modifies its recommendation of the
Transaction and in certain other customary circumstances.

UBS Investment Bank is acting as sole financial adviser to Vodafone Group Plc
and Vodafone International Holdings B.V.

                                    - ends -

For further information:

Vodafone Group
Simon Lewis, Group Corporate Affairs Director
Tel: [phone]

Investor Relations                         Media Relations
Charles Butterworth                        Bobby Leach
Darren Jones                               Ben Padovan
Sarah Moriarty
Tel: [phone]                   Tel: [phone]

Notes to Editors

About Vodafone

Vodafone is the world's leading mobile telecommunications company with
operations in 26 countries across 5 continents with 416 million venture
customers and 152 million proportionate customers worldwide as at 31 December
2004. For further information, please visit www.vodafone.com.

About Vodafone International Holdings B.V.

Vodafone International Holdings B.V. is an indirectly wholly-owned subsidiary of
Vodafone, incorporated in the Netherlands. It acts as a holding company within
the Vodafone Group and currently holds interests in a number of Vodafone
subsidiaries.

About TIW and ClearWave

TIW is a Canadian company whose principal assets are its indirect interests in
MobiFon and Oskar with more than 6.7 million subscribers as of 31 December 2004.
TIW operates in Romania through MobiFon under the brand name Connex and in the
Czech Republic through Oskar under the brand name Oskar. TIW's shares are listed
on NASDAQ ('TIWI') and on the Toronto Stock Exchange ('TIW').

Vodafone Group will acquire control of MobiFon and Oskar through the acquisition
of 99.99% of the outstanding shares in ClearWave N.V. ('ClearWave'). ClearWave
is the 99.99% owned subsidiary of TIW, incorporated in the Netherlands, which
acts as a holding company within the TIW Group and indirectly owns 100% of the
outstanding share capital of Oskar and 79% of the outstanding share capital of
MobiFon. As at 31 December 2004, ClearWave had net debt of US$0.9 billion. For
further information, please visit www.tiw.ca.

About MobiFon

MobiFon is a leading operator in Romania with 4.9 million subscribers as of 31
December 2004 of which 34% were post-paid. Vodafone Group currently owns 20.1%
of the outstanding share capital of MobiFon. MobiFon operates under the brand
name Connex, holds a GSM licence and has been awarded a UMTS licence. For
further information, please visit www.connex.ro.

About Oskar

Oskar is the number three operator in the Czech Republic with 1.8 million
subscribers as of 31 December 2004 of which 48% were post-paid. Oskar operates
under the brand name Oskar and holds GSM and UMTS licences. For further
information, please visit www.oskarmobil.cz.

Important information

Adjusted earnings per share represent earnings per share under IFRS before the
results of discontinued operations, non-operating income and expenditure, and
items not reflecting underlying business performance. Figures for TIW, MobiFon
and Oskar are for the 12 months ending 31 December 2004 extracted from TIW's
fourth quarter 2004 financial results announcement of 22 February 2005. Growth
rates quoted are in US$ terms.

For illustrative purposes an exchange rate of US$1.93:£1 has been used.

This press release has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc.

UBS Limited ('UBS Investment Bank' or 'UBS'), is acting exclusively for Vodafone
Group Plc and Vodafone International Holdings B.V. and no one else in connection
with the Transaction and will not be responsible to anyone other than Vodafone
Group Plc and Vodafone International Holdings B.V. for providing the protections
afforded to clients of UBS or for giving advice in relation to the Transaction
or any other matters referred to in this press release.

This press release does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase any security in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of, or be relied on in connection with, any contract thereafter.


CAUTIONARY STATEMENT REGARDING FORWARD - LOOKING STATEMENTS

This press release contains certain 'forward-looking statements' with respect to
our expectations and plans, strategy, management's objectives, future
performance, costs, revenues, earnings and other trend information, including
statements relating to expected benefits associated with the Transaction, plans
with respect to the Transaction, and expectations with respect to long-term
shareholder value growth and the actions of credit rating agencies. By their
nature, forward-looking statements are inherently predictive, speculative and
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Forward-looking statements are
sometimes, but not always, identified by their use of a date in the future or
such words as 'anticipates', 'aims', 'due', 'could', 'may', 'should', 'will',
'expects', 'believes', 'intends', 'plans', 'targets', 'goal' or 'estimates'.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by these forward-looking
statements. These factors include, but are not limited to: regulatory approvals
that may require acceptance of conditions with potential adverse impacts; risk
involving our ability to realise expected synergies and benefits associated with
the Transaction, including benefits associated with 3G, GPRS and Vodafone live!
TM and other services; the impact of legal or other proceedings; the risk that
ARPUs may decline or may decline more dramatically than expected; the risk that
credit rating agencies downgrade or give other negative guidance with respect to
our debt securities which may increase our financing costs; and the risk that,
upon obtaining control of ClearWave, we discover additional information relating
to its business leading to restructuring charges or write-offs or with other
negative implications.

Please refer to documents Vodafone Group Plc has filed under the US Securities
Exchange Act of 1934, including the Annual Report on Form 20-F for the year
ended 31 March 2004 filed with the US Securities and Exchange Commission (and
available at the US Securities and Exchange Commission's Internet site (http://
www.sec.gov), for additional factors, risks and uncertainties that could cause
actual results and developments to differ materially from the expectations
disclosed or implied within forward-looking statements. All written or oral
forward-looking statements attributable to Vodafone Group Plc, any members of
Vodafone Group or persons acting on our behalf are expressly qualified in their
entirety by the factors referred to above. Vodafone Group Plc does not
undertake, and specifically disclaims, any obligation to update or revise these
forward-looking statements, whether as a result of new information, future
developments or otherwise.



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