Holding in Japan Subsidiary

Vodafone Group Plc
03 June 2004


Not for release, publication or distribution in or into the United States,
Canada or Australia

3 June 2004

For immediate release

        VODAFONE GROUP INCREASES SHAREHOLDING IN ITS JAPANESE SUBSIDIARY

                             VODAFONE HOLDINGS K.K.

Further to the announcement of Vodafone Group Plc ('Vodafone') on 25 May 2004
relating to the public offer to be made by its wholly-owned subsidiary, Vodafone
International Holdings B.V. ('Vodafone International'), for the shares which
Vodafone and its subsidiaries ('Vodafone Group') do not already own in Vodafone
Holdings K.K. (the 'Vodafone Holdings K.K. Offer'), Vodafone today announces
that UBS Investment Bank, on behalf of Vodafone International, has, between 26
May 2004 and 2 June 2004, made market purchases of 296,073 shares on the Tokyo
Stock Exchange for an aggregate consideration of approximately Y88.8 billion
(£444 million). On settlement of these transactions, Vodafone Group's ownership
in Vodafone Holdings K.K. will increase from approximately 66.7% to
approximately 76.0%.

As indicated in the announcement on 25 May 2004, Vodafone International intends
to continue to make market purchases in Japan until the date immediately
preceding the TOB launch date. The TOB launch date is expected to be on or
around 8 June 2004.

                                    - ends -
For further information:

UK                                              Japan

Vodafone Group                                  Gavin Anderson
Tim Brown (Group Corporate Affairs)             Jim Weeks
Melissa Stimpson (Investor Relations)           Minako Hattori
Darren Jones (Investor Relations)               Tel: [phone]
Bobby Leach (Media Relations)
Ben Padovan (Media Relations)
Emma Conlon (Media Relations)
Tel: [phone]

Tavistock Communications                        UBS Investment Bank
Lulu Bridges                                    Steven Thomas
John West                                       Craig Chittick
Tel: [phone]                       Tel: [phone]

UBS Investment Bank
Warren Finegold
Mark Lewisohn
Andre Sokol
Tel: [phone]

Exchange rates
For illustrative purposes, an exchange rate of Y200:£1 has been used.

Important information
This press release does not constitute, or form part of, any offer or invitation
to sell, or any solicitation of any offer to purchase any securities in any
jurisdiction, nor shall it (or any part of it) or the fact of its distribution
form the basis of or be relied on in connection with, any contract therefor.

The Vodafone Holdings K.K. Offer will not be made, directly or indirectly, in or
into the United States, Canada or Australia, or by use of the mails, or by any
means or instrumentality (including, without limitation, facsimile transmission,
telephone and the internet) of interstate or foreign commerce, or of any
facility of a national securities exchange, of the United States, Canada or
Australia and the Vodafone Holdings K.K. Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within the United
States, Canada or Australia. Copies of this press release and any future related
materials are not being and may not be mailed or otherwise distributed or sent
in or into the United States, Canada or Australia.

The Vodafone Holdings K.K. Offer will furthermore not be directed to persons
whose participation in the offer requires that further offer documents are
issued or that registration or other measures are taken, other than those
required under Japanese law. No document relating to the Vodafone Holdings K.K.
Offer may be distributed in or into any country where such distribution or offer
requires any of the aforementioned measures to be taken or would be in conflict
with any law or regulation of such a country.

This announcement is not an offer of securities for sale into the United States,
Canada, Australia or any other jurisdiction. Vodafone Holdings K.K. shares may
not be offered or sold in the United States unless they are registered or exempt
from registration. There will be no public offer of securities in the United
States.

This announcement has been issued by Vodafone Group Plc and is the sole
responsibility of Vodafone Group Plc and has been approved solely for the
purposes of Section 21 of the United Kingdom Financial Services and Markets Act
2000 by UBS Investment Bank.

UBS Investment Bank is acting for Vodafone and Vodafone International and no one
else and will not be responsible to anyone other than Vodafone and Vodafone
International for providing the protections offered to clients of UBS Investment
Bank or for providing advice in relation to the Vodafone Holdings K.K. Offer or
in relation to the contents of this announcement or any transaction or
arrangement referred to herein.






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