Director Shareholding

Vodafone Group PLC
2 July 2001

Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, I have to inform you
that today the Company has made awards of share options in accordance with the
Vodafone Group Plc 1999 Long Term Stock Incentive Plan ('LTSIP').



Global Market-Related Remuneration (GMR) Options

Options have been granted at a price of 157.5 pence per ordinary share of
US$0.10 each to the following directors:

Director                                            No. of shares

Sir Christopher Gent                                8,000,000
Peter Richard Bamford                               3,711,746
Thomas Geitner                                      4,427,646
Julian Michael Horn-Smith                           5,091,905
Kenneth John Hydon                                  3,711,746



The vesting of these GMR options is conditional on the achievement of
performance targets which have been set by the Remuneration Committee of the
Board. The targets are equally related to Total Shareholder Return (TSR)
performance against a Peer Group and compound pro forma proportionate EBITDA
growth targets over the performance period. The vesting period for GMR options
is five years but exercise is permitted to the extent that targets have been
achieved within the fourth and fifth performance year.

These awards are also conditional on the Directors being compliant with the
Company's Share Ownership Guidelines, which provide that they will have and
maintain minimum levels of shareholding. The levels are four times salary for
Sir Christopher Gent and three times salary for the other directors.



Executive Share Options

The Company also announces that the following directors have today been
granted options over ordinary shares of US$0.10 each in the Company pursuant
to the rules of the LTSIP at a price of 151.56p per share, as follows:

Director                                            No. of shares

Sir Christopher Gent                                948,100
Peter Richard Bamford                               631,100
Thomas Geitner                                      328,600
Julian Michael Horn-Smith                           534,400
Kenneth John Hydon                                  353,900



Grants of executive options are made to directors if they hold unexercised
executive options worth in aggregate less than four times salary at date of
grant. The normal grant is up to one times salary. These options are
exercisable subject to the achievement of a performance target approved by the
Remuneration Committee. The performance target is that the growth in adjusted
earnings per share over the three year performance period will be at least 9
percentage points above the growth in the UK Retail Prices Index for the same
period. The options are exercisable at any time between 3 and 10 years from
the date of grant.



S R Scott

Company Secretary