Director/PDMR Shareholding

Vodafone Group Plc
03 July 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:


                                                   Number of ordinary shares of US$0.10

                                                   in the capital of Vodafone Group Plc
                                      A                 B               C              D              E
                                Vesting of long   Vesting of short       No. of    No. of shares   AllShares
                                 term incentive     term incentive  shares sold      transferred      awards
                                   award shares       award shares
                                                                            (3)              (4)         (5)
                                            (1)                (2)
Arun Sarin*                             481,509          1,520,600      820,865        1,181,244         340
Thomas Geitner*                         204,006                  -       83,643          120,363         340
Andrew Nigel Halford*                    43,318            292,299      137,604          198,013         340
Sir Julian Horn-Smith*                  281,880                  -      281,880                -           -
James Brian Clark                       125,783                  -       46,540           79,243         340
Paul Michael Donovan                     63,081                  -       25,864           37,217         340
Warren Finegold                               -                  -            -                -         340
Alan Paul Harper                        115,884            585,536      287,583          413,837         340
Simon David Lewis                             -                  -            -                -         340
Timothy Marshall Miles                        -                  -            -                -         340
William Thomas Morrow                         -                  -            -                -         340
Frank Rovekamp                                -                  -            -                -         340
Stephen Roy Scott                        86,999                  -       35,670           51,329         340

* Denotes Director of the Company

(1) The Trustees of the Vodafone Group Employee Trust have resolved to
release these shares to directors following assessment of the performance,
time and employment conditions to which the awards were subject. Based on the
performance achieved, 26.1% of the shares comprised in the original award have
vested and the remainder of the award has lapsed. The awards were granted on 30
July 2003, with the exception of Andy Halford and Paul Donovan whose awards were
granted on 1 July 2003, in accordance with the Vodafone Group Plc 1999 Long Term
Stock Incentive Plan. The figures in column A are the number of shares
comprised in the vested percentage of the original award.

(2) The Trustees of the Vodafone Group Employee Trust have resolved
to release these shares following assessment of the performance, time and
employment conditions to which the awards were subject. Based on the
performance achieved, 100% of the shares comprised in the original award have
vested. The awards were granted on 1 July 2004 in accordance with the Vodafone
Group Short Term Incentive Plan.

(3) The figures in column C are the number of shares out of those
listed in columns A and B that the Company has been advised by Mourant & Co were
sold by the Trustees of the Vodafone Group Employee Trust on 30 June 2006.
These share sales were made at 115.2368 pence per share on behalf of the
directors / PDMRs to satisfy the tax liabilities arising on the release of the
shares to the directors /PDMRs. In addition, 166,309 shares were sold on behalf
of Sir Julian Horn-Smith at a price of 115.2368 pence per share.

(4) The figures in column D are the net number of shares that the Company has 
been advised by Mourant & Co were on 30 June 2006 transferred from the Trustees 
to the directors/PDMRs in satisfaction of the vesting of the long term and short 
term awards of shares disclosed in columns A and B.

(5) An award of 340 shares was today granted on an all employee basis by the 
Trustees of the Vodafone Global Employee Share Trust. The awards have been 
made in accordance with the Vodafone Global Incentive Plan. The shares were 
awarded at a price of 115.25 pence per share. The vesting of these awards is 
conditional on continued employment with the Vodafone Group until 3 July 2008.


As a result of the above, the interests in shares (excluding share options and
unvested incentive shares) of the following Directors are as follows:



Mr A Sarin                                  6,850,907
Mr T Geitner                                571,919
Mr A Halford                                588,722
Sir Julian Horn-Smith                       1,829,599


S R Scott
Company Secretary


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