Director/PDMR Shareholding

Vodafone Group Plc 15 June 2006 Vodafone Group Plc ('the Company') In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule 3.1.4R(1) of the Disclosure Rules sourcebook, I have to inform you of the following changes in share interests of directors and PDMRs of the Company: Ordinary Shares of US$0.10 in the capital of Vodafone Group Plc A B Purchased shares New Global Incentive Plan Awards Arun Sarin* 725,663 619,304 Andrew Nigel Halford* 282,202 240,840 Paul Michael Donovan 296,567 253,100 Frank Rovekamp 56,655 51,225 * Denotes Director of the Company (A) The Company was advised today by Mourant ECS Trustees Limited that on 15 June 2006 the above named directors and persons discharging managerial responsibility acquired an interest in the number of shares of US$0.10 each in the Company in column A above at the price of 115.00p per share pursuant to the rules of the Vodafone Global Incentive Plan. These purchases were made from the proceeds of the cash bonuses, after tax and social security, outlined in the Company's Annual Report for the year ended 31 March 2006. (B) Conditional awards of the number of shares in column B above were granted on 15 June 2006 by the Trustees of the Vodafone Global Employee Trust. The awards have been made in accordance with the Vodafone Global Incentive Plan. The shares were awarded at a price of 115.00 pence per share. These shares will normally be transferred to participants on or shortly after the second anniversary of the date of grant of the award, subject to the continued employment of the participants, retention of the shares purchased on 15 June 2006 set out in (A) above and the achievement of a performance target approved by the Remuneration Committee. The condition is dependent on growth in basic adjusted earnings per share over the two year performance period. Seventy-five percent of the award will be released for the achievement of EPS growth of eleven percent over the two year period, rising on a straight line basis to one hundred percent vesting for growth of fifteen percent over the two-year period. As a result of the above, the interests in shares (excluding share options and unvested incentive shares) of the following Directors have increased to the following: Arun Sarin 5,669,663 Andrew Nigel Halford 390,709 The Company was notified of these changes on 15 June 2006. S R Scott Company Secretary This information is provided by RNS The company news service from the London Stock Exchange
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