Director/PDMR Shareholding

Vodafone Group Plc
15 November 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 a Director of the Company as a result of
the conditional award of performance shares and the conditional grant of share
options. The vesting of the award and grant is dependent upon the achievement of
performance conditions and continued employment:


                   Number of ordinary shares of US$0.11 3/7
                    in the capital of Vodafone Group Plc

                 Award of performance shares (1)      Grant of share options (2)

Vittorio Colao                         1,073,465                       3,472,975

(1)   A conditional award of shares was made on 15 November 2006 by
the Company.  The award has been granted in accordance with the Vodafone Global
Incentive Plan.  The vesting of this award 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 2006-2009 is compared to that of other
constituent companies of the FTSE Global Telecommunications index 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, all or some of the shares comprised in the award
will vest.  The vesting schedule provides that 25% of the award will vest for
median performance, rising to full vesting if the Company's performance is
within the top 20% of companies in the index.

(2)   The options were granted on 15 November 2006 by the Company
in accordance with the Vodafone Global Incentive Plan and with the Company's
policy on long-term incentives that has been approved by shareholders.  The
options will be exercisable at a price per share of 135.50p which is the London
Stock Exchange closing price per share on 14 November 2006. The options will be
exercisable 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 compound growth in adjusted earnings per share
over the three-year performance period must exceed at least 5% per annum.  If
the compound growth is 5% per annum, 25% of the option will vest rising to full
vesting if compound growth is 10% per annum.  To the extent that vesting is not
achieved after three years, the options will lapse.  The options are normally
exercisable at any time between 3 and 10 years from the date of grant.



S R Scott
Group General Counsel and Company Secretary


                      This information is provided by RNS
            The company news service from the London Stock Exchange