Proposed Return of Capital

Vodafone Group Plc
14 June 2006


14 June 2006

                            PROPOSED RETURN OF CAPITAL

On 30 May 2006, Vodafone announced a special distribution of approximately 
£9 billion (the 'Return of Capital'). This equates to 15 pence per 
ordinary share.

Subject to shareholder approval at an Extraordinary General Meeting to be held
on 25 July 2006, the method of distribution will be in the form of a B share
arrangement which will give certain shareholders a choice as to when and in what
form they receive their proceeds from the Return of Capital.

Vodafone announces today that it has commenced mailing the circular to
shareholders, containing full details of the B share arrangement and the share
consolidation. As part of the Return of Capital there will be a share
consolidation, whereby ordinary shareholders will receive 7 new ordinary shares
and 8 B shares of 15p each in place of every 8 existing shares they own on the
record date, 28 July 2006*. The share consolidation is expected to take effect
on 31 July 2006.  The intention of the share consolidation is to try to make
sure that the market price of each new share and new ADR immediately after the
share consolidation will be approximately the same as the market price of each
existing share and existing ADR immediately before the share consolidation.

It is anticipated that the proceeds from the Return of Capital will be
despatched to holders of ordinary shares on 11 August 2006 and to holders of
ADRs on or shortly after 16 August 2006.

                                     - ends-


For further information:

Vodafone Group
Investor Relations                         Media Relations
Tel: [phone]                   Tel: [phone]


Important Information:

Vodafone filed a Tender Offer Statement on Schedule TO (the 'Schedule TO') dated
13 June 2006 containing the Circular, the Election Form and other related
documentation with the Securities and Exchange Commission (the 'SEC'). Free
copies of the Schedule TO and the other related documents filed by Vodafone in
connection with the Return of Capital will be available from the date of this
announcement from the SEC's website at www.sec.gov.


* Holders of American Depositary Receipts ('ADR') of Vodafone (which comprise 10
existing ordinary shares) will receive 7 new ADRs and 80 B shares for every 8
ADRs they hold on the record date as part of the Return of Capital.



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