Acquisition/Issue of Equity

Vodafone Group PLC
2 May 2001

NOT TO BE DISTRIBUTED IN OR INTO THE UNITED STATES, CANADA OR JAPAN





2 May 2001



PART I

                              VODAFONE GROUP PLC



  ACQUISITION OF BRITISH TELECOMMUNICATIONS' INTERESTS IN JAPAN TELECOM, THE
                  J-PHONE GROUP AND AIRTEL FOR £4.8 BILLION



               PROPOSED PLACING OF NEW VODAFONE SHARES TO RAISE

                           APPROXIMATELY £3 BILLION



*      Vodafone announces today the acquisition for cash of BT's interests in

-         JT and the JP Group for £3.7 billion assuming the exercise by BT
          of its option over shares in the JPC operating subsidiaries

-         Airtel for £1.1 billion



*      The consideration is proposed to be financed by a combination of
Vodafone's existing resources and a placing of new Vodafone shares being
marketed today through a bookbuilding process managed by Goldman Sachs
International and UBS Warburg that is expected to raise approximately £3
billion



*      The acquisitions of BT's interests in JT and the JP Group make Vodafone
the largest shareholder and sole telecom partner of JT with a 45% interest and
increase Vodafone's interest in JPC to 46%, not including its indirect
interest through JT

-         JT is one of Japan's leading telecom companies and the parent of
the fast growing JP Group, the third largest wireless operator in Japan with
approximately 10 million customers

-         JPC is the parent company of the three regional wireless operating
subsidiaries which, together with JPC, form the JP Group



*      Vodafone's economic interest in the JP Group will amount to
approximately 60%, taking into account Vodafone's indirect interest in the JP
Group held through its interest in JT and its holdings in JPC and the JPC
operating subsidiaries



*      For Vodafone, the enhanced position in JT and the JP Group offers

-         A stronger presence in the high growth Japanese wireless market

-         Greater exposure to the development of 3G services in Japan and
enhancement of its wireless internet expertise

-         The opportunity to contribute to and benefit from improvements in
operational performance of and the generation of significant revenue and cost
benefits for the JP Group



*      The acquisition of BT's interest in Airtel increases Vodafone's holding
to approximately 91.6% and makes Vodafone the sole telecom shareholder in
Airtel

-         Airtel is Spain's second largest wireless operator with over 7
million customers



*      For Vodafone, the increased shareholding in Airtel should allow for a
more rapid integration of Airtel into the Vodafone network and is expected to
facilitate the development of synergies with the rest of the Vodafone Group



*      Both the acquisitions of BT's interests in JT and the JP Group and in
Airtel are expected to be marginally accretive on a proportionate EV/EBITDA
basis for the year ending March 2002



*      The acquisitions of BT's interests in JT and the JP Group are expected
to be completed in full by the end of August 2001



*      The acquisition of BT's interest in Airtel is expected to be completed
by the end of June 2001



Commenting on the transaction, Chris Gent, Chief Executive of Vodafone said:



'Our purchase of BT's interests in JAPAN TELECOM and the J-Phone Group follows
our other recent acquisitions of JAPAN TELECOM shares and underlines our
commitment to the company. We view a strong presence in the Japanese market as
essential to our global strategy. I am confident that a stronger partnership
with JAPAN TELECOM and the J-Phone Group will be highly successful and will
strengthen the J-Phone Group's position in Japan's fast-moving, innovative
telecommunications market.



In Spain, the opportunity to increase our holding in Airtel represents an
important incremental step in bringing together our global network and driving
the performance benefits we expect from closer integration of our individual
operating subsidiaries.'



Commenting on Vodafone's increased investment in JT, Koichi Sakata, Chairman
of JT, said:



'Vodafone's investment demonstrates its full commitment to developing a
significant presence in Japan, one of the most important economies in the
world. Vodafone's move to strengthen its relationships with JAPAN TELECOM and
the J-Phone Group has my full support. JAPAN TELECOM began its relationship
with Vodafone, through AirTouch, over 10 years ago.



I am confident that closer links with Vodafone will leave JAPAN TELECOM and
the J-Phone Group better placed than ever before to provide our customers with
innovative products and to enhance our competitive position in wireless
telecommunications. We look forward to sharing our expertise with Vodafone
particularly in the area of 3G where we can be stronger together.'



For further information:



The presentation given today at a press conference held in Tokyo is available
at www.vodafone.com under the Investor Information section.



Vodafone Group Plc

Tim Brown, Group Corporate Affairs Director

Melissa Stimpson, Head of Group Investor Relations

Jon Earl, Investor Relations Manager

Darren Jones, Investor Relations Manager

[phone]



Tavistock Communications

Lulu Bridges

Sarah Landgrebe

[phone]



Goldman Sachs International

Scott Mead

Simon Dingemans

[phone]



UBS Warburg

Robert Gillespie

Mark Lewisohn

Warren Finegold

[phone]





Goldman Sachs International and UBS Warburg Ltd., a subsidiary of UBS AG, both
of which are regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting exclusively for Vodafone Group Plc and no one
else in connection with the transactions referred to in this press
announcement and will not be responsible to anyone other than Vodafone Group
Plc for providing the protections afforded to customers of Goldman Sachs
International and UBS Warburg Ltd. or for giving advice in relation to the
transactions or any matters referred to in this press announcement.





PART II

                              VODAFONE GROUP PLC



  ACQUISITION OF BRITISH TELECOMMUNICATIONS' INTERESTS IN JAPAN TELECOM, THE
                  J-PHONE GROUP AND AIRTEL FOR £4.8 BILLION



               PROPOSED PLACING OF NEW VODAFONE SHARES TO RAISE

                           APPROXIMATELY £3 BILLION



Vodafone announces today that it has agreed to acquire BT's interests in JT
and JPC, as well as its interests in the regional wireless operating
subsidiaries of JPC, for a cash consideration of £3.7 billion. In addition
Vodafone has agreed to acquire BT's 17.8% shareholding in Airtel for £1.1
billion.



Neither transaction is conditional upon the other.



The consideration is proposed to be financed partly through a placing of new
Vodafone shares, which is expected, depending on market conditions, to raise
approximately £3 billion, with the balance payable from Vodafone's existing
resources.



Japan



Vodafone has agreed to acquire all of BT's interests in JT and the JP Group
for a cash consideration of £3.7 billion comprising

-         £3.05 billion for the indirect interests of 20% in JT and 20% in
          JPC,

-         Euro1.04 billion (£0.65 billion) for the aggregate indirect
          interest of approximately 4.9% in the JPC operating subsidiaries



BT's aggregate interest of approximately 4.9% in the JPC operating
subsidiaries comprises the shares currently owned by JT which are the subject
of a call option held by a subsidiary of BT and de minimis stakes in the JPC
operating subsidiaries held by another subsidiary of BT. The consideration of
Euro1.04 billion (£0.65 billion) assumes that BT has exercised its option over
the JPC operating subsidiary shares and paid for such shares and is payable
upon delivery of a subsidiary of BT holding those shares to Vodafone.



Together BT's interests in JPC and the JPC operating subsidiaries represent
approximately a 15.1% see-through economic interest in the JP Group considered
as a whole.



The acquisition of BT's JT and JP Group interests, together with the recent
purchases of JT shareholdings from AT&T, JR West and JR Central, makes
Vodafone the largest shareholder and sole telecom partner in JT. Following the
acquisition, Vodafone will have a 45% interest in JT and a 46% interest in
JPC, not including its indirect interest through JT.



The acquisitions also consolidate Vodafone's position in the JP Group, a fast
growing Japanese wireless operator. Vodafone's economic interest in the JP
Group will amount to approximately 60%, taking into account Vodafone's
indirect interest in the JP Group held through its interest in JT and its
holdings in JPC and the JPC operating subsidiaries. Vodafone, through
AirTouch, has been a shareholder in the JP Group since 1991.



This expanded shareholding creates an opportunity to strengthen the links
between JT and the rest of the Vodafone Group to the benefit of both partners.



For Vodafone, the enhanced position in JT and the JP Group offers:



*      A stronger presence in the high growth Japanese wireless market which

-         Is the third largest wireless market in the world based on
          customers

-         Is still at relatively low levels of penetration compared to
          Europe

-         Has demonstrated early take-up of wireless internet services

-         Has an attractive market structure, with only 3 national operators



*      Greater exposure to the development of 3G services in Japan and
enhancement of wireless internet expertise through

-         Sharing of content and application skills

-         Enhanced data marketing expertise

-         Use of partnerships with manufacturers/application developers



*      The opportunity to contribute to and benefit from improvements in
operational performance of and the generation of significant revenue and cost
benefits for the JP Group through

-         Leveraging Vodafone's global products, services, service
innovation networks and distribution

-         Supply chain and procurement improvements

-         Improved customer care and retention

-         Shared skills and best practice



Vodafone intends to work closely with JT and the JP Group to deliver these
benefits. Vodafone believes that its contribution will enable the JP Group to
compete more effectively in the Japanese market over the long term.



Vodafone expects the transaction to be marginally accretive on a proportionate
EV/EBITDA basis for the year ending March 2002.



The acquisition by Vodafone of BT's interests in JT and JPC is principally
conditional upon regulatory approvals and procedural requirements under
agreements to which BT is a party. The acquisition by Vodafone of BT's
interests in the JPC operating subsidiaries is conditional upon a subsidiary
of BT having exercised its option over shares in the JPC operating companies
and paid for and registered those shares in its name. Vodafone may complete
the acquisition of the interests in JT and JPC prior to completing the
acquisition of the BT subsidiary holding the interests in the JPC operating
subsidiaries.





Spain



Vodafone announces today that it has agreed to acquire BT's 17.8% stake in
Spanish wireless operator Airtel for a cash consideration of Euro1.77 billion
(£1.1 billion). The purchase of BT's shareholding in Airtel will increase
Vodafone's holdings to approximately 91.6%. The two remaining Spanish
shareholders, Acciona and Grupo Torreal, retain a put option to sell their
stakes in Airtel to Vodafone.



Vodafone became a 21.7% shareholder of Airtel in 1999 following Vodafone's
merger with AirTouch, and increased its shareholding to 73.8% in December 2000
through the purchase of a series of minority interests from Spanish investors.



The acquisition of BT's stake in Airtel makes Vodafone the sole telecom
shareholder in Airtel and allows Vodafone more flexibility in managing the
business and integrating it more rapidly into the Vodafone Group.



The transaction is expected to be marginally accretive on a proportionate EV/
EBITDA basis for the year ending March 2002.



The transaction is conditional upon EU regulatory approval.



Details of the Proposed Placing



The placing is being undertaken to provide Vodafone with continued financial
flexibility taking into account the transactions and JT's borrowings. As at 30
September 2000, JT had gross debt of £8.2 billion, cash of £2.0 billion and
held investments of £1.9 billion, the majority of which were of a short-term
nature.



Vodafone proposes to place new shares in the form of ordinary shares of $0.10
each. The placing is being conducted through a bookbuilding process commencing
today with pricing and signing of the placing documentation expected to occur
not later than midnight (London time) on Thursday, 3 May 2001. The placing
will be conditional, inter alia, on the United Kingdom Listing Authority (the
'UKLA') granting admission to listing and the London Stock Exchange plc (the '
LSE') granting permission to trading of the ordinary shares being issued in
the placing. The joint lead managers of the placing, Goldman Sachs
International and UBS Warburg, reserve the right to close the book at any
time. The placing price will be announced as soon as possible after the book
has closed.



Settlement of the placing is expected to be completed three London business
days after the book is closed but not later than Thursday, 10 May 2001, with
listing expected to take place on the same day.



The placing will include a registered public offering of ordinary shares and
American Depositary Shares, or ADSs, in the United States.



                                   - ends -





For further information:



Vodafone Group Plc

Tim Brown, Group Corporate Affairs Director

Melissa Stimpson, Head of Group Investor Relations

Jon Earl, Investor Relations Manager

Darren Jones, Investor Relations Manager

[phone]



Tavistock Communications

Lulu Bridges

Sarah Landgrebe

[phone]



Goldman Sachs International

Scott Mead

Simon Dingemans

[phone]



UBS Warburg

Robert Gillespie

Mark Lewisohn

Warren Finegold

[phone]



This document does not constitute an offer of shares or ADSs for sale in the
United States. Vodafone has filed a Registration Statement on Form F-3 with
the Securities and Exchange Commission that has been declared effective and
expects to offer shares for sale in the United States pursuant to such
Registration Statement. Any public offering of shares or ADSs to be made in
the United States will be made by means of a prospectus supplement to the
prospectus included in the Registration Statement. The prospectus supplement
will contain or incorporate by reference detailed information about the
company and management, as well as financial statements.



The shares to be sold in the placing outside of the United States have not
been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States unless registered under the Securities
Act or pursuant to an applicable exemption from the registration requirements
of the Securities Act.



 The shares to be sold in the proposed placing may not be offered or sold in
the United Kingdom other than to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purposes of their businesses or otherwise in circumstances
which will not result in an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995 or of Part IV
of the Financial Services Act 1986.  The shares may not be offered or sold in
any other jurisdiction (other than the United States of America) in
circumstances which would constitute an offer to the public in such
jurisdiction or which would result in the shares needing to be registered or
made the subject of a prospectus (or equivalent document) in the context of
the placing.



Goldman Sachs International and UBS Warburg Ltd., a subsidiary of UBS AG, both
of which are regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting exclusively for Vodafone Group Plc and no one
else in connection with the transactions referred to in this press
announcement and will not be responsible to anyone other than Vodafone Group
Plc for providing the protections afforded to customers of Goldman Sachs
International and UBS Warburg Ltd. or for giving advice in relation to the
transactions or any matters referred to in this press announcement.



Definitions


'Acciona'  Acciona, S.A.
'Airtel'   Airtel Movil, S.A.
'AirTouch' AirTouch Communications Inc
'BT'       British Telecommunications Plc
'Grupo     Grupo Torreal, S.A.
Torreal'
'JPC'      J-Phone Communications Co., Ltd.
'JP Group' JPC and its regional wireless operating subsidiaries form

           J-Phone Group
'JR        Central Japan Railway Company
Central'
'JR East'  East Japan Railway Company
'JR West'  West Japan Railway Company
'JT'       Japan Telecom Co., Ltd.
'UBS       UBS AG, acting through its business group UBS Warburg or UBS Warburg
Warburg'   Ltd., a subsidiary of UBS AG, as the case may require
'Vodafone' Vodafone Group Plc







Notes to Editors



About JT



JT is one of Japan's leading telecommunications companies and the parent of
the fast growing wireless operator, the JP Group. The JP Group, with
approximately 10 million subscribers and a 16.4% market share as of 31 March
2001, is the third largest operator in the Japanese wireless
telecommunications market, which is the third largest wireless
telecommunications market in the world. The JP Group recently obtained a 3G
licence and intends to offer 3G services by October 2002. Japan currently is
expected to be the first country in the world to introduce 3G. The JP Group,
through J-Sky, had approximately 6.2 million wireless data users as of 31
March 2001. This makes it the Japanese wireless operator with the highest
proportion of its subscriber base using data services.



JT is also the third largest fixed-line telecom operator in Japan, offering
both voice and data services with 17.1 million subscriber lines as of 31 March
2000.



Japan Telecom reported shareholders' funds of Y522.3 billion as at 30
September 2000 and profit before tax of Y43.0 billion for the six months ended
30 September 2000. As at 30 September 2000, JT had gross debt of Y1,452.5
billion, cash of Y359.6 billion and held investments of Y340.1 billion, the
majority of which were of a short-term nature. The 30 September 2000 accounts
consolidate the JP Group.



Japan Telecom had reported shareholders' funds of Y515.4 billion as at 31
March 2000 and profit before tax of Y25.3 billion for the year ended 31 March
2000. The 31 March 2000 accounts do not consolidate the JP Group.



All the financial information related to JT has been drawn from its annual and
interim reports.





Expected Post Transaction Ownership Structure



Shareholdings in Japan Telecom


Vodafone                                           45.0%
JR East                                            15.1%
JR West                                            1.6%
JR Central                                         1.2%
Others                                             37.1%



Shareholdings in JPC


Japan Telecom                                           54.0%
Vodafone                                                46.0%



Shareholdings in the three regional wireless operating subsidiaries of JPC



J-Phone East
JPC                                                     51.2%
Japan Telecom                                           17.8%
Vodafone                                                18.9%
JR East                                                 5.7%
Others                                                  6.3%



J-Phone West
JPC                                                     50.6%
Japan Telecom                                           19.6%
Vodafone                                                15.2%
JR West                                                 5.3%
Others                                                  9.4%



J-Phone Tokai
JPC                                                     50.5%
Japan Telecom                                           16.7%
Vodafone                                                14.9%
JR Central                                              5.9%
Others                                                  12.1%





Source:  Japan Telecom Facts and Figures 2000, updated for recent changes in
ownership



NOTE:

Based on public disclosure. Ownership percentages include direct and indirect
interests

Assuming completion of Vodafone's acquisition of BT's shareholdings in JT, JPC
and J-Phone East, West and Central (after the exercise of the option held by
BT)

Assuming completion of JT's acquisition of Toyota's shareholdings in J-Phone
East, West and Central





About Airtel



Airtel is Spain's second largest wireless operator and currently has over 7
million subscribers. Airtel was recently awarded one of the four UMTS licenses
in Spain.



Airtel reported shareholders' funds of Euro991.8 million as of 31 December
2000 and profit before tax of Euro353.5 million for the year ended 31 December
2000.



Exchange Rates

For purposes of translation, exchange rates of 176.3 JPY/GBP and 1.61 EUR/GBP
have been used throughout this release.





APPENDIX I



FURTHER INFORMATION ON THE PROPOSED PLACING



The placing, outside the United States, of new Vodafone shares is to be made
by Goldman Sachs International and UBS Warburg acting as agents of Vodafone.



The Placing Shares will be allotted subject to the memorandum and articles of
association of Vodafone and will rank pari passu with Vodafone's existing
ordinary shares of $0.10 each, including the right to participate in all
dividends and other distributions declared, paid or made after the date of
this announcement on or in respect of such shares.



Placees' commitments to acquire the Placing Shares will be subject to (i) the
admission of the Placing Shares to the Official List of the the UKLA and to
trading by the LSE each becoming effective at or prior to 8.00 a.m. on 10 May
2001 or such later time and/or date as Goldman Sachs International and UBS
Warburg and the Company may agree in writing and (ii) the Placing Agreement
not being terminated.  Commitments to acquire Placing Shares made in the
bookbuilding process are not capable of termination or rescission by placees
in any circumstances.



Confirmation of an allocation of Placing Shares to a placee will constitute
the agreement of such placee, subject to the conditions referred to above:

(i)                   to subscribe at the placing price for the number of
Placing Shares allocated;

(ii)                 that it is not a person in Japan, Canada or Australia and
is outside the United States (as defined in Regulation S under the US
Securities Act of 1993, as amended);

(iii)                that it is a person whose ordinary activities involve it
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business or that the allotment to that placee,
if the placee is in the United Kingdom, fulfils one or other of the conditions
specified in Article 3(1) of Schedule 11A of the Financial Services Act 1986
or that it is otherwise a person to which the allotment may lawfully be made
without observing any requirement for the Placing Shares to be registered or
made the subject of a prospectus (or equivalent document) (except to the
extent registered in the United States of America as described below).



Settlement for the Placing Shares is expected to occur three London business
days after confirmation of the price and allocation is sent to placees but not
later than Thursday, 10 May 2001.  Admission to listing and to trading are
expected to take place on the same day.



Subscriptions for Placing Shares will be made on the basis that the subscriber
has not relied (i) on any information, representations and/or warranties from
Goldman Sachs International or UBS Warburg nor (ii) on any information,
representations and/or warranties from the Company save for the information
contained in this announcement.



Settlement of subscriptions for Placing Shares would only be free of United
Kingdom stamp duty and stamp duty reserve tax ('SDRT') if the Placing Shares
are not acquired in connection with arrangements to issue depository receipts
or to transfer Placing Shares into a clearance service and on the basis that
subscribers of Placing Shares are not, and are not acting as nominee or agent
for, a person (or its nominee) who is or may be liable for United Kingdom
stamp duty or SDRT under Section 67, 70, 93 or 96 of the Finance Act 1986.  If
all such requirements are not satisfied, or the settlement relates to other
dealings in Placing Shares, United Kingdom stamp duty or SDRT may be payable
for which neither the Company, Goldman Sachs International nor UBS Warburg
will be responsible.



Vodafone is expected to agree with Goldman Sachs International and UBS Warburg
in the Placing Agreement that it will not, for a period of 90 days from
signature of the Placing Agreement, effect certain disposals of its ordinary
shares, subject to certain exceptions.



In certain circumstances, Goldman Sachs International and UBS Warburg will
have the right to terminate their obligations under the Placing Agreement, in
which event the proposed placing will not proceed.



The placing will include a registered public offering of ordinary shares and
American Depositary Shares, or ADSs, in the United States.



Goldman Sachs International and UBS Warburg are expected to agree severally to
offer and sell the Placing Shares outside the United States.



'Placing Agreement' means the placing agreement to be entered into between
Vodafone, Goldman Sachs International and UBS Warburg relating to the Placing
Shares.



'Placing Shares' means the new ordinary shares of $0.10 each of Vodafone
proposed to be allotted as part of the placing (excluding the United States
offering).





APPENDIX II



RISKS RELATING TO THE OFFERING AND VODAFONE'S ORDINARY SHARES



An investment in Vodafone's ordinary shares involves significant risks.
Accordingly, investors should consider carefully the risks described below
before making any decision to invest in the ordinary shares.



The price of Vodafone's ordinary shares could fall if shareholders sell a
substantial number of shares in the public market



Vodafone has issued a substantial number of ordinary shares in connection with
recent acquisitions. As a result, significant shareholders in companies that
Vodafone has aquired have acquired blocks of Vodafone' shares.  Most of these
shares are not subject to any contractual selling restrictions. The persons
holding these shares may not intend to be long-term holders of Vodafone shares
and, subject to any contractual restrictions and applicable law, may elect to
sell or transfer the economic interest in, all or a portion of their Vodafone
shares at any time. Sales of a substantial number of Vodafone shares, or the
expectation that such sales could occur, could adversely affect the market
price of the ordinary shares you will receive in this offering.



Vodafone's ordinary shares may experience volatility which will negatively
affect an investment in the shares



In recent years most major stock markets in general, and the market for
telecommunications companies in particular, have experienced significant price
and trading volume fluctuations. These fluctuations have often been unrelated
or disproportionate to the operating performance of the underlying companies.
Vodafone and other wireless telecommunications companies have recently
experienced a significant decline in their share prices. Accordingly, there
could be significant fluctuations in the price of Vodafone's ordinary shares
and ADSs in the future, including a substantial decline, following the
offering even if Vodafone's operating results meet the expectations of the
investment community. In addition,

-         announcements by Vodafone or its competitors relating to quarterly
operating results, earnings, customer numbers, churn rate or spending,
acquisitions or joint ventures, capital commitments or spending,

-         changes in financial estimates or investment recommendations by
security analysts, or market valuations of other telecommunications companies,
or

-         adverse economic performance or recession in the United States or
Europe,

could cause the market price of Vodafone's ordinary shares to fluctuate
significantly from the price paid by investors in this placing.





Vodafone may not be able to realise the benefits it expects from its
substantial investment in networks, licences and new technology



Vodafone is making, and expects to continue to make, substantial investments
in its wireless networks due to customer growth, increased usage, and the need
to offer new services and greater functionality and the acquisition of
licences for third generation wireless services, or 3G, the new digital
standard for wireless telecommunications. Accordingly, the current rate of
Vodafone's capital expenditure and the rate of such expenditure in future
years could materially exceed that experienced in previous years. Vodafone's
wireless telecommunications operations in Australia, Austria, Belgium,
Germany, Italy, Japan, The Netherlands, New Zealand, Poland, Portugal, Spain,
Sweden, Switzerland and the United Kingdom have been awarded licences in the
auctions for 3G mobile spectrum in their respective markets. Auctions or other
allocation procedures for 3G licences are currently taking place or planned in
various other countries. There can be no assurance that the development of 3G
telecommunications will proceed according to anticipated schedules or that the
returns expected on this investment will be achieved.



Vodafone's operations and the operations of its ventures depend in part upon
the successful deployment of continuously evolving wireless telecommunications
technologies. Vodafone uses technologies from a number of vendors and makes
significant capital expenditure in connection with the deployment of such
technologies. There can be no assurance that technologies will be developed
according to anticipated schedules, that they will perform according to
expectations or that they will achieve commercial acceptance. Commercially
viable 3G handsets may not be available in the time frame required, which may
delay commercial launch of 3G services. The introduction of software and other
network components may also be delayed. The failure of vendor performance or
technology performance to meet Vodafone's expectations or the failure of a
technology to achieve commercial acceptance could result in additional capital
expenditure or a reduction in Vodafone's profitability due to the recognition
of the impairment of assets.



Vodafone's ability to retain customers and attract new customers may be
impaired by any actual or perceived health risks associated with the
transmission of radiowaves from wireless telephones, transmitters and
associated equipment



Recently, concerns have been expressed, particularly in the United Kingdom,
the United States and also other countries where Vodafone operates, that the
electromagnetic signals from mobile telephone handsets and base stations may
pose health risks and interfere with the operation of electronic equipment. In
addition, several wireless industry participants, including Vodafone's joint
venture partnership Verizon Wireless, have had lawsuits filed against them
alleging various health consequences as a result of wireless phone usage or
seeking protective measures. While Vodafone is not aware that these health
risks have been substantiated, there can be no assurance that the actual or
perceived risks associated with radio wave transmission will not impair
Vodafone's ability to retain customers and attract new customers, reduce
mobile wireless communications usage or result in further litigation. In such
event, because of Vodafone's strategic focus on wireless communications,
Vodafone's business and results of operations may be more adversely affected
than that of other companies in the telecommunications sector.



Increased competition in any of Vodafone's markets may reduce its market share
and its revenues



Vodafone and its ventures face intensifying competition in each of their
markets.  Increased competition has led to declines in the prices Vodafone
charges for its wireless services and is expected to lead to further price
declines in the future.  Vodafone may in some countries be able to match or
exceed declines in average revenue per customer with reductions in operating
cash costs per customer.  However, if Vodafone is unable to do so, Vodafone
may experience decreased profitability.



Competition could also lead to a decrease in the rate at which Vodafone adds
new customers and to a decrease in the size of Vodafone's market share as
customers choose to receive wireless service from other providers.  Customer
deactivations are measured by Vodafone's churn rate, which represents the
number of customers who disconnect from a network in a given period or have
their service terminated, divided by the average number of customers for the
same period.  There can be no assurance that Vodafone will not experience
increases in churn rates, particularly as competition intensifies.  An
increase in churn rates could adversely affect profitability because Vodafone
would experience lower revenues and increased selling costs to replace
customers, although such costs would have a future revenue stream attached to
mitigate the impact.



Vodafone's strategic objectives may be impeded by the fact that it does not
have a controlling interest in some of its ventures



Some of Vodafone's interests in its wireless licences are held through
entities in which Vodafone is a significant but not controlling owner.  Under
the governing documents for some of these partnerships and corporations,
certain key matters such as the approval of business plans and decisions as to
the timing and amount of cash distributions require the consent of Vodafone's
partners.  In others, these matters may be approved without Vodafone's
consent.  Vodafone may enter into similar arrangements as Vodafone
participates in ventures formed to pursue additional opportunities.  For
instance, Vodafone recently formed a U.S. wireless partnership with Verizon
Communications, Verizon Wireless, which is 55% owned by Verizon
Communications.  Verizon Communications also designates four of the seven
members to the partnership's board of directors, while Vodafone owns 45% of
the partnership and designates the other three members.  Vodafone also does
not have a controlling interest in its ventures in Japan.  Although Vodafone
has not been materially constrained by the nature of its wireless ownership
interests, no assurance can be given that Vodafone's partners will not
exercise their veto power or their controlling influence in any of Vodafone's
ventures in a way that will hinder its corporate objectives and reduce any
anticipated cost savings or revenue enhancement resulting from these ventures.



Vodafone's attempts to mitigate effects of exchange rate fluctuations may not
be successful which would have a substantial impact on Vodafone's revenues and
costs



Because approximately 75% of Vodafone's consolidated revenues come from its
operations outside of the United Kingdom, principally from its operations in
countries of the European Economic and Monetary Union which use the euro as
their common currency, foreign currency exchange rates, particularly, the
exchange rate of the pound to the euro, are material to Vodafone's results of
operations.  The exchange rate of the pound to the euro has recently
experienced particular volatility.  Although Vodafone attempts to mitigate in
part the effect of foreign currency fluctuations through the use of foreign
currency contracts and foreign currency-denominated credit arrangements, there
can be no assurance that Vodafone will be successful in its foreign currency
hedging efforts in general.  If Vodafone does not succeed in its worldwide
foreign currency hedging efforts and with respect to the euro in particular,
Vodafone's consolidated revenues and losses will be substantially affected.



Regulatory decisions and changes in the regulatory environment could adversely
affect Vodafone's business



Because Vodafone has ventures in a large number of geographic areas, Vodafone
must comply with an extensive range of requirements that regulate and
supervise the licensing, construction and operation of Vodafone's
telecommunications network and services.  In particular, there are agencies
which regulate and supervise the allocation of frequency spectrum and which
monitor and enforce competition laws which apply to the wireless
telecommunications industry.  Decisions by regulators regarding the granting,
amendment or renewal of licences, to Vodafone or to third parties, could
adversely affect Vodafone's future operations in these geographic areas.
Vodafone cannot provide any assurances that governments in the countries where
it operates will not issue telecommunications licences to new operators whose
services will compete with Vodafone's.