Director Shareholding

Vodafone Group PLC
19 June 2002

19 June 2002 - for immediate release


Vodafone Group Plc ('the Company')

In accordance with Section 329 of the Companies Act 1985, 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

                    Vesting of                Vesting of                Vesting of
                    long term                 short term                special bonus
                    incentive                 incentive                 shares (3) (4)
                    award shares              award shares

                    (1) (4)                   (2) (4)

Sir                               63,739                    79,086                 1,620,793
Christopher
Gent

Peter Richard                     32,844                         -                         -
Bamford

Julian Michael                    35,587                    44,155                   648,316
Horn-Smith

Kenneth John                      33,886                    42,043                   648,317
Hydon



(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, 33% of the shares comprised in the original award will be
released and the remainder of the award shall lapse. The awards were granted on
12 July 1999 in accordance with the Vodafone Group Long Term Incentive Plan and
will be transferred to participants on or about 1 July 2002.

(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 will be
released. The awards were granted on 10 July 2000 in accordance with the
Vodafone Group Short Term Incentive Plan and will be transferred to participants
on or about 1 July 2002.

(3)        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 will be
released. The awards were granted on 28 July 2000 in accordance with the
Vodafone Group 1999 Long Term Stock Incentive Plan and will be transferred to
participants on or about 1 July 2002. The performance measure was EBITDA growth
over the period 1 April 2000 to 31 March 2002. It is the intention of each of
the directors to retain the net of tax shares for a period of at least 1 year
from 1 July 2002.

(4)        The number of shares released to directors is the number of shares
comprised in the vested percentage of the original award together with 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.

(5)        Conditional awards of shares granted to directors by the Trustees of
the Vodafone Group Employee Trust in accordance with the Vodafone Group Short
Term Incentive Plan. The vesting of these awards is conditional on the
achievement of a performance target approved by the Remuneration Committee. The
performance condition is that the growth in adjusted earnings per share over the
two year performance period must be at least six percentage points above the
rate of growth of the UK Retail Prices Index over the same period.

S R Scott
Company Secretary



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