Director/PDMR Shareholding

Vodafone Group Plc
01 July 2005

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985 and Disclosure Rule
3.1.4R (i) of the Disclosure Rules sourcebook, I have to inform you of the
following changes in share interests of directors of the Company:


                                                   Number of ordinary shares of US$0.10

                                                   in the capital of Vodafone Group Plc
                                 A            B             C             D             E             F
                             Vesting of    Vesting of No. of shares No. of shares    Short term     AllShares
                              long term    short term          sold   transferred incentive new        awards
                              incentive     incentive                                    awards
                                  award  award shares           (4)           (5)                         (7)
                                 shares                                                     (6)
                                                  (2)
                                (1) (3)
Arun Sarin*                           -             -             -             -     1,260,747           320
Peter Richard Bamford*          485,281     1,056,466     1,255,432       286,315             -           320
Thomas Geitner*                 371,510       329,205       289,894       410,821       428,179           320
Sir Julian Horn-Smith*          633,837     1,324,070       802,743     1,155,164             -           320
Kenneth John Hydon*             485,281     1,081,324       642,309       924,296             -             -
James Brian Clark               218,583             -        54,646       163,937             -           320
Paul Michael Donovan            142,171       319,932       189,464       272,639             -           320
Pietro Guindani                       -             -             -             -             -           320
Alan Paul Harper                244,290       653,208       367,975       529,523       514,603           320
Simon David Lewis                     -             -             -             -             -           320
Jurgen von Kuczkowski           213,565             -       101,807       111,758             -             -
Timothy Marshall Miles                -             -             -             -             -           320
William Thomas Morrow                 -             -             -             -             -           320
Stephen Roy Scott               183,401       490,396       276,258       397,539             -           320
Shiro Tsuda                           -             -             -             -             -           320
Philip Roy Williams             183,401       490,396       276,258       397,539             -             -

* Denotes Main Board Director



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, 45.4% of the shares comprised in the original
award have vested and the remainder of the award has lapsed.  The awards were
granted on 1 August 2002 in accordance with the Vodafone Group Plc 1999 Long
Term Stock Incentive Plan, with the exception of award to Paul Donovan, whose
award was granted on 1 July 2002 in accordance with the Vodafone Group Long Term
Incentive Plan.

2                    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, 100% of the shares comprised in the original
award have vested. The awards were granted on 1 July 2003 in accordance with the
Vodafone Group Short Term Incentive Plan.

3                    The figures in columns A and B are the number of shares
comprised in the vested percentage of the original award plus the number of
shares that represent the value of dividends declared and paid or payable in
respect of such shares since the date of award.

4                    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 1 July
2005.  These share sales were made at 136.6332 pence per share on behalf of the
directors to satisfy the tax liabilities arising on the release of the shares to
directors.  In addition, 623,314 shares were sold on behalf of Peter Bamford at
a price of 136.6332 pence per share.

5                    The figures in column D are the net number of shares that
the Company has been advised by Mourant & Co were on 1 July 2005 transferred
from the Trustees to the directors in satisfaction of the vesting of the long
term and short term awards of shares disclosed in columns A and B.

6                    The Company was advised by Mourant & Co on 1 July 2005
that, further to conditional awards made by the Trustees of the Vodafone Group
Employee Trust in accordance with the Vodafone Group Short Term Incentive Plan,
the number of shares in column E were on 1 July 2005 awarded at a price per
share of 136.6332 pence.  The cash equivalent values of two thirds of these
awards were outlined in the Annual Report and Accounts and Form 20-F for the
year ended 31 March 2005.  The 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.  The vesting
of one third of the shares in each award is additionally conditional on the
achievement of a performance target approved by the Remuneration Committee.  The
condition is dependent on growth in adjusted earnings per share over the two
year performance period.  Seventy-five percent of the award subject to the
performance condition 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 sixteen percent over the two-year period.

7                    An award of 320 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 Group Plc 1999 Long Term Stock
Incentive Plan.  The shares were awarded at a price of 136 pence per share.  The
vesting of these awards is conditional on continued employment with the Vodafone
Group until 1 July 2007.

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:

Mr A Sarin                         4,844,000

Mr P R Bamford                       533,591

Mr T Geitner                         828,521

Sir Julian Horn-Smith              2,973,961

Mr K J Hydon                       3,371,349

The Company was notified of these changes on 1 July 2005.



S R Scott
Company Secretary




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