Director/PDMR Shareholding

Vodafone Group Plc
24 July 2007




STOCK EXCHANGE ANNOUNCEMENT

Vodafone Group Plc ('the Company')


In accordance with Disclosure and Transparency Rule 3.1.4R(1), I have to inform
you of the following changes in share interests of directors and PDMRs of the
Company:

 
                      Number of ordinary shares of US$0.113/7 
                        in the capital of Vodafone Group Plc 
                     ------------------------------------------
                      Award of performance      Grant of share
                                    shares             options
                                    (1) (3)             (2) (3)

Arun Sarin*                      3,065,872           5,912,753
Vittorio Colao*                  1,557,409           3,003,575
Andrew Nigel Halford*            1,190,305           2,295,589
Paul Michael Donovan               894,293           1,724,709
Warren Finegold                    596,775           1,150,923
Alan Paul Harper                   590,768           1,139,338
Terry Kramer                       438,021             844,755
Simon David Lewis                  438,670             846,007
Steve Pusey                        491,325             947,556
Frank Rovekamp                     457,952             883,194
Stephen Roy Scott                  483,639             932,732
                                                              

* Denotes Director of the Company

(1)   Conditional awards of shares were granted on 24 July 2007 by the Company.
The awards have been granted in accordance with the Vodafone Global Incentive
Plan. The vesting of these awards is conditional on continued employment with
the Vodafone Group and on the satisfaction of a performance condition approved
by the Remuneration Committee. The performance measure is comparative total
shareholder return (TSR). The TSR of Vodafone Group Plc over the three year
performance period, 1 April 2007 to 31 March 2010, is compared to those
companies in the top 50% of the FTSE Global Communications index by market
capitalisation and companies are ranked by reference to their relative TSR
performance. If Vodafone's TSR performance is such as to position it in the top
half of the performance ranking of the constituent companies, 25% of the award
will vest rising on a straight line basis to full vesting if the Company's
performance is within the top 20% of companies in the peer group.

(2)   The share options were granted on 24 July 2007 by the Company in
accordance with the Vodafone Global Incentive Plan. The options will be
exercisable at a price per share of 167.8p, subject to continued employment with
the Vodafone Group and the satisfaction of a performance condition approved by
the Remuneration Committee. The performance condition is that the compound
annual growth in adjusted earnings per share over the three-year performance
period must be at least 5% per annum. If annualised EPS growth of 5% per annum
is achieved, 25% of the option will vest rising on a straight line basis to full
vesting for achievement of annualised EPS growth of at least 8% per annum. The
options are normally exercisable at any time between three and ten years from
the date of grant.

(3)   These awards are also conditional on the directors and other PDMRs being
compliant with the Company's share ownership guidelines, which provide that they
will acquire and maintain minimum levels of shareholding. The levels are four
times salary for the Chief Executive, three times salary for other Board
directors and two times salary for the other PDMRs, who are members of the
Executive Committee.

 

Stephen Scott
Group General Counsel and Company Secretary




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