Director/PDMR Shareholding

Vodafone Group Plc
27 July 2005

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

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 and other persons discharging
managerial responsibilities (PDMRs) of the Company as a result of awards of
performance shares and the grant of share options. The vesting of the awards and
grants is conditional upon the achievement of performance conditions:


                                                 Number of ordinary shares of US$0.10

                                                 in the capital of Vodafone Group Plc
                                 Award of performance shares    Grant of share options (2)(3)
                                 (1)(3)
Arun Sarin*                                           1,717,120                             5,711,292
Peter Richard Bamford*                                  876,532                             2,915,424
Thomas Geitner*                                         811,127                             2,697,882
Sir Julian Horn-Smith*                                1,117,080                             3,715,505
Andrew Nigel Halford*                                   539,975                             1,796,003
James Brian Clark                                       589,630                             1,961,162
Paul Michael Donovan                                    320,610                             1,066,377
Pietro Guindani                                         387,039                             1,287,327
Alan Paul Harper                                        400,904                             1,333,443
Simon David Lewis                                       294,826                               980,618
Timothy Marshall Miles                                  167,586                               557,408
William Thomas Morrow                                   362,212                             1,204,749
Stephen Roy Scott                                       308,131                             1,024,872

* Denotes Director of the Company

(1)               Conditional awards of shares were granted on 26 July 2005 by
the Trustees of the Vodafone Group Employee Trust.  The awards have been granted
in accordance with the Vodafone Group Plc 1999 Long Term Stock 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 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 26 July 2005 by the Company in
accordance with the Vodafone Group Plc 1999 Long Term Stock 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 145.25p,
which is the London Stock Exchange closing price per share on 25 July 2005.  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 8% per annum.  If the compound growth is 8% per annum, 25% of the
option will vest rising to full vesting if compound growth is 16% 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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