Director/PDMR Shareholding

Vodafone Group Plc
25 July 2006


25 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 as a
result of conditional awards of performance shares and the conditional grant of
share options. The vesting of the awards and grants is dependant upon the
achievement of performance conditions and continued employment:


                                      Number of ordinary shares of US$0.10   
                                      in the capital of Vodafone Group Plc   
                                                                             
                            Award of performance               Grant of share
                                   shares (1)(3)               options (2)(3)
                                                                             
Arun Sarin*                            2,508,380                    8,115,350
Thomas Geitner*                        1,227,587                    3,971,607
Andrew Nigel Halford*                    946,558                    3,062,396
James Brian Clark                        811,191                    2,624,442
Paul Michael Donovan                     621,179                    2,009,697
Warren Finegold                          492,999                    1,594,998
Alan Paul Harper                         603,213                    1,951,573
Simon David Lewis                        447,911                    1,449,125
Timothy Marshall Miles                   374,694                    1,212,248
Frank Rovekamp                           283,968                      918,720
Stephen Roy Scott                        477,127                    1,543,649

* Denotes Director of the Company

(1) Conditional awards of shares were granted on 25 July 2006 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 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 25 July 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 115.25p which is the London
    Stock Exchange closing price per share on 24 July 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.
    In the event that full 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.

(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.



S R Scott
Group General Counsel and Company Secretary



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