Public Offer for Telecel

Vodafone Group Plc
28 February 2003

For Immediate Release - Not for release or distribution in the United States of
America

28 February 2003

                      VODAFONE'S PUBLIC OFFER FOR TELECEL

Vodafone Group Plc ('Vodafone') announces today that the prospectus detailing
the public offer for the outstanding shares which it does not already own (the 
'Shares') in Vodafone Telecel-Comunicacoes Pessoais, S.A. ('Telecel') (the '
Offer') is made public and is available for inspection at the addresses listed
below.  The key terms of the Offer are:

- The Offer price is EUR 8.50 in cash for every Share.  Vodafone will not
  increase the Offer price.

- The acceptance period is from 8.30am (UK time) on 3 March 2003 until
  3.00pm (UK time) on 31 March 2003.

- The Offer is unconditional.

- The results of the Offer will be assessed at a Special Market Session of
  the Euronext Lisbon (Sociedade Gestora de Mercados Regulamentados, S.A.) and
  announced on or around 1 April 2003.

- Settlement will be made on the third business day following the
  assessment of the results of the Offer at the Special Market Session of the
  Euronext Lisbon.

Vodafone's current shareholding in Telecel is approximately 61.4%.  Upon
completion of the Offer, and subject to reaching more than 90% of the voting
rights in Telecel, Vodafone intends to implement compulsory acquisition
procedures to acquire 100% of the shares in Telecel, which will result in the
immediate de-listing of Telecel shares from the Euronext Lisbon. Furthermore, if
Vodafone, upon completion of the Offer, has not reached more than 90% of the
voting rights in Telecel, it may seek to de-list Telecel shares through
alternative means available under Portuguese law.

The Offer prospectus is available at the following addresses: Vodafone (Vodafone
House, The Connection, Newbury, Berkshire RG14 2FN) and the head offices of
Telecel (Avenida D. Joao II - Lote 1.04.01, 8th floor, Parque das Nacoes,
1990-093 Lisbon, Portugal), Banco Espirito Santo de Investimento, S.A. (Rua
Alexandre Herculano, no 38, Lisbon, Portugal) and the Euronext Lisbon (Praca
Duque de Saldanha, nr. 1, 5th floor A, 1050-094, Lisbon, Portugal). It is also
available on the CMVM (the Portuguese Securities Market Commission) website at
www.cmvm.pt.

Goldman Sachs International is acting for Vodafone Group Plc and no one else in
connection with the Offer and will not be responsible to anyone other than
Vodafone Group Plc for providing the protections afforded to clients of Goldman
Sachs International or for providing advice in relation to the Offer.  Banco
Espirito Santo de Investimento S.A. is also acting as financial intermediary in
Portugal in relation to the Offer.

For further information contact:

Vodafone Group Plc

Tim Brown, Group Corporate Affairs Director

Melissa Stimpson, Director of Group Investor Relations

Bobby Leach, Head of Group Financial Media Relations

Darren Jones, Senior Investor Relations Manager

Tel:  [phone]


Goldman Sachs International

Simon Dingemans

Tel:  [phone]


Banco Espirito Santo de Investimento S.A.

Equity Capital Markets Department

Tel:  [phone]


Tavistock Communications

Lulu Bridges/John West

Tel:  [phone]

This announcement is neither an offer to purchase nor a solicitation of an offer
to sell any securities.  The Offer is being made only by means of the Offer
document and is being made to all holders of any Shares, other than Shares held,
directly or indirectly, by Vodafone.

The Offer will not be directed to persons whose participation in the offering
requires that further Offer documents are issued or that registration or other
measures are taken, other than as a result of the application of Portuguese law.
No document relating to the Offer may be distributed in or into any country
where such distribution or offering 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 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 Financial Services and Markets Act 2000 by Goldman
Sachs International.


                                    - ends -


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