Buy-out of Minority

Vodafone Group PLC
3 May 2002



NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN


3 May 2002

                  BUY-OUT OF VODAFONE AG MINORITY SHAREHOLDERS


•    Vodafone Group Plc ('the Company') announced on 22 April 2002 that its 
     subsidiary, Vodafone Deutschland GmbH ('VDG'), intended to buy-out the
     outstanding minority shareholders in Vodafone AG ('VAG').

•    The minority shareholders of VAG will receive EUR 217.91 per VAG share, 
     which includes a compensation payment of EUR 14.71 in respect of guaranteed 
     dividends arising from the domination agreement for the period from 1 
     January 2001 to 31 March 2002.

•    In connection with the buy-out, VDG is obliged to publish a valuation 
     report approved by an independent expert which contains projections for its 
     businesses to demonstrate to the VAG minority shareholders, inter alia,
     that the valuation attributed to their shares in VAG is appropriate.

•    The information contained in this announcement has been extracted
     from the valuation report, which has been prepared specifically for this 
     purpose and on a basis intended to comply with the relevant obligations and 
     practices in Germany.

•    Nothing in this announcement should be interpreted as a revision of the
     Company's views of the current trading position or future prospects of
     the Company.

•    The buy-out requires the approval of shareholders at the Extraordinary 
     General Meeting of VAG on 11 June 2002.  It also requires entry into the 
     Commercial Register before it becomes legally effective, which is expected 
     to be on or around 11 July 2002.  Approval of the Supervisory Board of
     VDG has been obtained.


For further information:

Vodafone Group
Tim Brown, Group Corporate Affairs Director
Melissa Stimpson, Head of Group Investor Relations
Bobby Leach, Head of Group Financial Media Relations
Darren Jones, Senior Investor Relations Manager
Tel:  [phone]

Tavistock Communications
Lulu Bridges / John West
Tel:  [phone]


Projections contained in the valuation report

In accordance with the German Stock Corporation Act, VDG has issued a report
(the 'Report') containing information to demonstrate to the minority
shareholders, inter alia, that the valuation attributed to their shares in VAG
is appropriate. This Report has been approved by the VDG Management Board. The
Report contains certain mandatory forward-looking statements and projections
relating to the businesses of VAG and its subsidiaries. Appendix I of this
announcement contains a detailed discussion of why actual results and
developments may be materially above or below those contained in these
projections or expressed or implied by forward looking statements contained in
this announcement and the Report.  Neither the Company, nor VDG nor any of their
respective subsidiaries has any intention of updating these projections.

The value attributed to each VAG share was determined by an independent expert
on the basis of the capitalised earnings value of VAG and its subsidiaries,
which is the most common valuation method used in Germany, adjusted to take
account of the value of the non-operating assets. The expert's report was dated
19 April 2002.


Wireless businesses

The table below shows the projected development of sales, EBITDA, depreciation
and amortisation, investment income and EBIT of VAG's wireless businesses,
consisting of the German operator Vodafone D2 and the Italian operator Omnitel
Vodafone, before taking account of minority interests, for the years 2002/03 to
2005/06:

                                                        Year (1 April to 31 March)

                                                2002/03          2003/04          2004/05         2005/06
                                                  EUR m            EUR m            EUR m           EUR m
Sales                                            13,331           14,942           16,834          19,378
EBITDA                                            5,995            6,731            7,808           9,432
Depreciation and amortisation                    -1,830           -2,267           -2,527          -2,549
Investment Income                                    -6                2               12              19
EBIT                                              4,159            4,466            5,293           6,902


Arcor

The following table shows the projected development of sales, EBITDA,
depreciation and amortisation and EBIT of VAG's fixed-line business, Arcor,
before taking account of minority interests, for the years 2002/03 to 2005/06.
The projections exclude the operations of Arcor DB Telematik GmbH following the
agreement of terms announced in January 2002 to transfer this business to
Deutsche Bahn AG.

                                                         Year (1 April to 31 March)

                                                 2002/03          2003/04          2004/05         2005/06
                                                  EUR m            EUR m            EUR m           EUR m
Sales                                             1,344            1,557            1,772           1,976
EBITDA                                               16              111              216             320
Depreciation and amortisation                      -240             -225             -213            -211
EBIT                                               -224             -114                3             109



The Arcor Group's projected sales, broken down into the segments voice services
(contract voice, call-by-call), data services (Internet IP, contract Internet
and miscellaneous services) and others is shown in the following table:


                                                          Year (1 April to 31 March)
                                                2002/03          2003/04          2004/05         2005/06
                                                  EUR m            EUR m            EUR m           EUR m
Voice services                                    1,010            1,139            1,287           1,428
Data services                                       321              402              468             528
Others                                               13               16               17              20
Total sales                                       1,344            1,557            1,772           1,976


Other businesses

The following table shows the projected development of sales, EBITDA,
depreciation and amortisation, investment income and EBIT of various other VAG
companies and investments for the years 2002/03 to 2005/06:

                                                         Year (1 April to 31 March)

                                                 2002/03          2003/04         2004/05         2005/06
                                                   EUR m            EUR m           EUR m           EUR m
Sales                                                335              424             493             580
EBITDA                                                74              125             147             191
Depreciation and amortisation                       -105             -125            -134            -146
Investment income                                    141              147             187             251
EBIT                                                 110              147             200             296


The other companies principally comprise VAG's TeleCommerce business, certain
holding and financing companies and other minority holdings, including its
interests in Cegetel. They do not include intermediate holding companies of
wireless or fixed-line companies or those companies, including Ruhrgas AG, which
have been separately valued under the valuation model.

The main assumptions reflected in the above projections are as follows:

•    Wireless customer numbers in Vodafone D2 and Omnitel Vodafone are
     projected to increase to 43.9 million by 31 March 2006.

•    Total wireless sales for Vodafone D2 and Omnitel Vodafone are projected
     to increase to EUR 19,378m in the year ended 31 March 2006 as a result of
     projected increases in customer numbers and Average Revenue Per User 
     (ARPU), which is forecast to increase from EUR 321 for 2002/03 to EUR 418 
     for 2005/06, driven by growing usage, particularly of data services.

•    At Arcor, sales are projected to grow from increasing customer numbers,
     which will offset the impact of declining ARPU over the forecast period. 
     Prices are projected to continue to decline over the period.  However this 
     is projected to be offset by an increasing proportion of higher quality 
     customers within the local network with additional sales generated from 
     flat rates and calls.

This announcement does not constitute an offer to purchase securities.


Appendix I

Important Information Concerning the Projections and Certain Statements in this
Announcement.

While presented with numerical specificity, the projections are based upon a
variety of estimates and hypothetical assumptions with respect to, among other
things, industry performance, general economic, market and financial conditions,
interest and inflation rates, operating and other revenues and expenses, capital
expenditures and working capital, technology availability, and anticipated
revenues from 3G services and other matters. These projections may not be
realised and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond the control of the Company and its
subsidiaries. Accordingly, there can be no assurance that the assumptions made
in preparing the projections will prove accurate, and actual results are likely
to differ and may be materially above or below those contained in the
projections.

For these reasons, as well as the bases and assumptions on which the projections
were compiled, the inclusion of such projections herein should not be regarded
as an indication that the Company, VAG, VDG or any of their respective
subsidiaries or representatives considers such information to be an accurate
prediction of future events, and the projections should not be relied on as
such. None of such persons assumes any responsibility for the reasonableness,
completeness, accuracy or reliability of such projections. No party nor any of
their respective subsidiaries or representatives has made, or makes, any
representation to any person regarding the information contained in the
projections and none of them intends to update or otherwise revise the
projections to reflect circumstances existing after the date when made or to
reflect the occurrence of future events even in the event that any or all of the
assumptions are shown to be in error.

In addition, this announcement contains certain 'forward-looking statements'
with respect to the financial condition, results of operations and business of
VAG, VDG and their respective subsidiaries and some of their plans and
objectives with respect to these items. In particular, all of the projections
contained in this announcement as well as certain statements concerning their
expectations and plans, strategy, technological improvements, management's
objectives, prospects, trends in market shares, market standing, overall market
trends, and revenues, contain forward-looking information. In addition, '
forward-looking statements' also include statements made with respect to
expectations as to launch and roll-out dates, as well as the scope thereof, for
products and services, future performance, costs, revenues, improvements in
margin, certain expected synergies, cash flows, future average revenue per
customer and future revenues derived from the new non-voice services which VAG,
its subsidiaries and its other investments (collectively, the 'VAG Group') are
currently developing, expected EBITDA and EBIT results, growth, wireless
penetration rates and growth in internet use and other trend projections.

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', 'expects', 'believes', 'intends', 'plans', 'targets', '
goal' or 'estimates'. 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.  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, changes in economic conditions in
markets served by the operations of the members of the VAG Group that would
adversely affect the level of demand for wireless services, greater than
anticipated competitive activity leading to reduced market shares or requiring
reduced pricing, greater handset subsidies, and/or new product offerings or
otherwise resulting in higher costs of acquiring new customers, increased
competition caused by the auctioning of additional UMTS licenses in
jurisdictions in which a member of the VAG Group already has a UMTS license,
slower customer growth and reduced customer retention, greater than expected
growth in customers and usage and greater than anticipated costs associated with
delivering UMTS services, requiring increased investment in network capacity,
the impact on capital spending from the deployment of new technologies, or the
rapid obsolescence of existing technology, the possibility that technologies,
including wireless internet platforms, and services, including UMTS services,
will not perform according to expectations or that vendors' performance will not
meet the requirements of the members of the VAG Group, changes in the projected
growth rates of the mobile telecommunications industry, inaccuracy of or any
changes in the projected revenue model of the VAG Group, the ability of members
of the VAG Group to meet the objectives of management initiatives, lower than
anticipated future penetration rates and average revenue per user rates, future
revenue contributions of the services offered by members of the VAG Group as a
percentage of total revenue, difficulties in meeting the respective target
improvements of the members of the VAG Group in margin, lower than expected
impact of GPRS and UMTS services on the future revenues of the VAG Group, the
Company's ability to harmonise its mobile platforms and the ability of entities
in the VAG Group to realise benefits from their affiliation with the Company and
to develop and implement cross-border services and products in connection
therewith, any delays, impediments or other problems associated with offering
integrated telecommunications services to the customers of the VAG Group at
competitive prices or bundling services and upgrading customers to higher value
products, the realisation of lower than expected benefits from the movement
towards a unified brand or from expected personnel restructuring, any delays,
impediments or other problems associated with the roll-out and scope of UMTS
technology and services, multi-mode handsets, colour displays, and services in
new markets or the introduction of a network operator choice in the mobile
telecommunications field, ensuring direct customer access, the ability of the
members of the VAG Group to offer new services, such as 3G or UMTS, Internet,
Video on Demand and JuniorNet, the delivery and performance of GPRS handsets and
other key products from the VAG Group's suppliers, the ability of the members of
the VAG Group to develop existing services such as billing and IT solutions,
telematics and other TeleCommerce services or with the ability of the members of
the VAG Group to stimulate or facilitate the growth of their customers' usage of
data services, including, but not limited to, ISDN and DSL products, offered by
the VAG Group, the ability of the members of the VAG Group to improve their
market share with respect to business customers, greater than anticipated prices
of new mobile handsets, any changes, delays or problems associated with
effecting the VAG Group's corporate strategy, any delays, impediments or other
problems associated with completing pending acquisitions and dispositions,
including the sale of VAG's indirectly-held stakes in Ruhrgas AG and Arcor DB
Telematik GmbH, such as the imposition of conditions imposed in connection with
obtaining necessary regulatory approvals, changes in the regulatory framework in
which any member of the VAG Group operates, changes in exchange rates, and
changes to any of the factors upon which the discount rate used by the
independent valuation expert is based.

Furthermore, a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found in the description of the Company's
business and the management's discussion and analysis of financial condition and
results of operations contained on pages 11 to 59 of the Company's U.S. Annual
Report on Form 20-F for the year ended March 31, 2001. All subsequent written or
oral forward-looking statements attributable to the Company, in general, or VAG
or VDG, in particular, or persons acting on behalf of their respective behalves
are expressly qualified in their entirety by the factors referred to above.
Neither the Company nor any of its subsidiaries intends to update these
forward-looking statements.


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