Re Domination Agreement

Vodafone Group PLC
17 July 2001




NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA OR JAPAN



17 July 2001



       MANNESMANN AG DOMINATION AND PROFIT AND LOSS TRANSFER AGREEMENT



*            Vodafone Group Plc ('the Company') announced on 11 June 2001 that
its subsidiary, Mannesmann AG ('Mannesmann'), intended to enter into a
domination and profit and loss transfer agreement ('the Agreement') with
Vodafone Deutschland GmbH ('Vodafone Deutschland'), a wholly-owned subsidiary
of the Company.

*            Under the Agreement, Mannesmann will relinquish overall
management of the company to Vodafone Deutschland and will transfer its entire
profits to Vodafone Deutschland.  As compensation for such arrangement,
Mannesmann minority shareholders will receive either a guaranteed annual
dividend of Euro11.77 or a one-off cash payment of Euro206.53 per Mannesmann
share from Vodafone Deutschland.

*             In connection with the implementation of the Agreement,
Mannesmann is obliged to publish a valuation report approved by an independent
expert which contains projections for its businesses to enable Mannesmann
minority shareholders to determine, inter alia, whether the valuation
attributed to their shares in Mannesmann is appropriate.

*             The information contained in this announcement has been
extracted from the valuation report which has been prepared specifically for
this purpose and on a basis intended to comply with the relevant obligations
and practices in Germany.

*             Nothing in this announcement should be interpreted as a revision
of the Company's views of the current trading position or future prospects of
the Company.

*             Approval of the Agreement by the Mannesmann Supervisory Board
was granted on 22 June 2001 and the Agreement was signed on that date, however
it remains subject to the approval of the Annual General Meeting of Mannesmann
to be held on 22 August 2001.



Vodafone Group Plc
Tim Brown, Group Corporate Affairs Director
Mike Caldwell, Group Corporate Communications Director
Melissa Stimpson, Head of Group Investor Relations
Jon Earl, Investor Relations Manager
Darren Jones, Investor Relations Manager
Tel:  [phone]



Tavistock Communications
Lulu Bridges / John West
Tel:  [phone]







Projections contained in the valuation report

In accordance with the German Stock Corporation Act, Mannesmann and Vodafone
Deutschland have issued a joint report (the 'Joint Report') on the Agreement
containing information to enable the minority shareholders to determine, inter
alia, whether the valuation attributed to their shares in Mannesmann is
appropriate. This report has been approved by the Mannesmann Management Board.
The report contains certain mandatory forward-looking statements and
projections relating to the businesses of Mannesmann and its subsidiaries.
Appendix I of this announcement contains a detailed discussion of why actual
results and developments may be materially above or below those contained in
these projections or expressed or implied by forward looking statements
contained in this announcement and the Joint Report.

The value attributed to each Mannesmann share was determined by an independent
expert on the basis of the capitalised earnings value of Mannesmann and its
subsidiaries, which is the most common valuation method used in Germany,
adjusted to take account of the value of the non-operating assets. The
expert's report was dated 8 June 2001.



Wireless businesses

The table below shows the projected development of sales, EBITDA, depreciation
and amortisation, investment income and EBIT of Mannesmann's wireless
businesses, consisting of the German operator D2 Vodafone and the Italian
operator Omnitel Vodafone, before taking account of minority interests, for
the years 2001/02 to 2004/05:




                                          Year (1 April to 31 March)
                                   2001/02    2002/03   2003/04        2004/05
                                         m          m         m              m
Sales                               12,842     14,241    16,042         17,767
EBITDA                               5,591      6,323     7,318          8,464
Depreciation and amortisation       -1,393     -1,775    -2,083         -2,192
Investment Income                       -9         -8         2             22
EBIT                                 4,189      4,540     5,237          6,294




Arcor

The following table shows the projected development of sales, EBITDA,
depreciation and amortisation and EBIT of Mannesmann's fixed-line business,
Arcor, before taking account of minority interests, for the years 2001/02 to
2004/05:


                                          Year (1 April to 31 March)
                                   2001/02    2002/03   2003/04        2004/05
                                         m          m         m              m
Sales                                2,191      2,742     3,633          4,189
EBITDA                                 204        298       616            798
Depreciation and amortisation         -350       -382      -439           -433
EBIT                                  -146        -84       177            365




The Arcor Group's projected sales, broken down into the segments voice
services (contract voice, call-by-call), data services (Internet IP, contract
Internet) and others (railway-specific telecommunications services,
miscellaneous services) is shown in the following table:




                                  Year (1 April to 31 March)
                    2001/02       2002/03          2003/04              2004/05
                          m             m                m                    m
Voice services        1,247         1,565            2,060                2,348
Data services           451           621              901                1,132
Others                  493           556              672                  709
Total sales           2,191         2,742            3,633                4,189




Other businesses

The following table shows the projected development of sales, EBITDA,
depreciation and amortisation, investment income and EBIT of various other
Mannesmann companies and investments for the years 2001/02 to 2004/05:






                          Year (1 April to 31 March)
                    2001/02       2002/03          2003/04              2004/05
                          m             m                m                    m
Sales                   318           410              528                  637
EBITDA                  -22            73              128                  195
Depreciation and 
amortisation           -103          -124             -150                 -162
Investment income        95           166              165                  243
EBIT                    -30           115              143                  276



The other companies principally comprise Mannesmann's TeleCommerce business,
certain holding and financing companies and other minority holdings, including
its interests in Cegetel and Ruhrgas AG. They do not include intermediate
holding companies of wireless or fixed-line companies or those companies which
have been separately valued under the valuation model.

The main assumptions reflected in the above projections are as follows:

*        Wireless customer numbers in D2 Vodafone and Omnitel Vodafone are
projected to increase to 43.7 million by 31 March 2005.

*        Total wireless sales for D2 Vodafone and Omnitel Vodafone are
projected to increase to 17,767m in the year ended 31 March 2005 as a result
of the increase in customer numbers and increased Average Revenue Per User
(ARPU), which is projected to increase from 308 for 2001/02 to 373 for 2004/
05, driven by growing usage, particularly of data services.

*        At Arcor, sales are projected to grow from increasing customer
numbers, which will offset the impact of declining ARPU over the forecast
period. Prices will continue to decline over the period, however this will be
offset by the increased use of broadband products and services and increased
data revenues from business customers.

*        The main source of sales growth in Arcor's 'Other' Sales category,
which includes primarily railway-specific telecommunications services, will
come from the installation and operation of a digital railway mobile
telecommunications network.



This announcement does not constitute an offer to purchase securities.


Appendix I



Important Information Concerning the Projections and Certain Statements in
this Announcement.

While presented with numerical specificity, the projections are based upon a
variety of estimates and hypothetical assumptions with respect to, among other
things, industry performance, general economic, market and financial
conditions, interest rates, operating and other revenues and expenses, capital
expenditures and working capital, technology availability, and anticipated
revenues from 3G services and other matters. These projections may not be
realised and are inherently subject to significant business, economic and
competitive uncertainties and contingencies, all of which are difficult to
predict and many of which are beyond the Company's control. Accordingly, there
can be no assurance that the assumptions made in preparing the projections
will prove accurate, and actual results may be materially above or below those
contained in the projections.

For these reasons, as well as the bases and assumptions on which the
projections were compiled, the inclusion of such projections herein should not
be regarded as an indication that the Company, Mannesmann or Vodafone
Deutschland or any of their respective affiliates or representatives considers
such information to be an accurate prediction of future events, and the
projections should not be relied on as such. None of such persons assumes any
responsibility for the reasonableness, completeness, accuracy or reliability
of such projections. No party nor any of their respective affiliates or
representatives has made, or makes, any representation to any person regarding
the information contained in the projections and none of them intends to
update or otherwise revise the projections to reflect circumstances existing
after the date when made or to reflect the occurrence of future events even in
the event that any or all of the assumptions are shown to be in error.

In addition, this announcement contains certain 'forward-looking statements'
with respect to the financial condition, results of operations and business of
Mannesmann, Vodafone Deutschland and their respective affiliates and some of
their plans and objectives with respect to these items. In particular, all of
the projections contained in this announcement as well as certain statements
concerning their expectations and plans, strategy, technological improvements,
management's objectives, prospects, trends in market shares, market standing,
overall market trends, and revenues, contain forward-looking information. In
addition, 'forward-looking statements' also include statements made with
respect to expectations as to launch and roll-out dates, as well as the scope
thereof, for products and services, future performance, costs, revenues,
improvements in margin, certain expected synergies, cash flows, future average
revenue per customer and future revenues derived from the new non-voice
services which Mannesmann, its subsidiaries and its other investments
(collectively, the 'Mannesmann Group') are currently developing, expected
EBITDA and EBIT results, growth, wireless penetration rates and growth in
internet use and other trend projections.

Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as 'anticipates', 'aims', 'due', '
could', 'may', 'should', 'expects', 'believes', 'intends', 'plans', 'targets',
'goal' or 'estimates'. By their nature, forward-looking statements are
inherently predictive, speculative and involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the
future.  There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by these
forward-looking statements. These factors include, but are not limited to,
changes in economic conditions in markets served by the operations of the
members of the Mannesmann Group that would adversely affect the level of
demand for wireless services, greater than anticipated competitive activity
requiring reduced pricing and/or new product offerings or resulting in higher
costs of acquiring new customers, slower customer growth and reduced customer
retention, greater than expected growth in customers and usage and greater
than anticipated costs associated with delivering UMTS services, requiring
increased investment in network capacity, the impact on capital spending from
the deployment of new technologies, or the rapid obsolescence of existing
technology, the possibility that technologies, including wireless internet
platforms, and services, including UMTS services, will not perform according
to expectations or that vendors' performance will not meet the requirements of
the members of the Mannesmann Group, changes in the projected growth rates of
the mobile telecommunications industry, accuracy of or any changes in the
projected revenue model of the Mannesmann Group, the ability of members of the
Mannesmann Group to meet the objectives of management initiatives, lower than
anticipated future penetration rates and average revenue per user rates,
future revenue contributions of the services offered by members of the
Mannesmann Group as a percentage of total revenue, difficulties in meeting the
respective target improvements of the members of the Mannesmann Group in
margin, lower than expected impact of GPRS and UMTS services on the future
revenues of the Mannesmann Group, the Company's ability to harmonize its
mobile platforms, including its Global Internet Platform, and the ability of
the companies in the Mannesmann Group to realize benefits from their
affiliation with the Company and to develop and implement cross-border
services and products in connection therewith, any delays, impediments or
other problems associated with offering integrated telecommunications services
to the customers of the Mannesmann Group at competitive prices or bundling
services and upgrading customers to higher value products, any delays,
impediments or other problems associated with the roll-out and scope of UMTS
technology and services, multi-mode handsets, colour displays, and services in
new markets or the introduction of a network operator choice in the mobile
telecommunications field or with the change-over of certain stations from 900
megacycles to 1,800 megacycles, the ability of the members of the Mannesmann
Group to offer new services, such as 3G or UMTS, a digital railway mobile
telecommunications network, Virtual Home Environment, Eurocall, traffic
telematic services for the automotive industry, pre-paid and GPRS roaming
ability, assisted roaming, SIM swap, mobile payment facilities (with E-wallet
and micropayment functionality), chat, instant messaging and unified
messaging, streaming audio and video, or with the delivery and performance of
GPRS handsets and other key products from the Mannesmann Group's suppliers,
the ability of the members of the Mannesmann Group to develop existing
services such as billing and IT solutions, telematics and other Telecommerce
services, the ability of the members of the Mannesmann Group to stimulate or
facilitate the growth of their customers' usage of data services, including,
but not limited to, ISDN and DSL products, offered by the Mannesmann Group,
the ability of the members of the Mannesmann Group to improve their market
share with respect to business customers, the failure of leading PC makers to
include GPRS modems or any delays in their inclusion, greater than anticipated
prices of new mobile handsets, any changes, delays or problems associated with
effecting the Mannesmann Group's corporate strategy, including, but not
limited to, any delays, impediments or other problems associated with
completing proposed internal corporate restructurings, such as the merger of
Eurokom with Mannesmann, or in exercising any existing options to acquire
further shareholdings in any companies in which the Mannesmann Group owns
equity interests, any conditions imposed in connection with regulatory
approvals sought in connection with pending acquisitions and dispositions,
changes in the regulatory framework in which any member of the Mannesmann
Group operates, changes in exchange rates, and changes to any of the factors
upon which the discount rate used by the independent valuation expert is
based.

Furthermore, a review of the reasons why actual results and developments may
differ materially from the expectations disclosed or implied within
forward-looking statements can be found in the description of the Company's
business and the management's discussion and analysis of financial condition
and results of operations contained on pages 11 to 59 of the Company's U.S.
Annual Report on Form 20-F for the year ended March 31, 2001. All subsequent
written or oral forward-looking statements attributable to the Company, in
general, or Mannesmann or Vodafone Deutschland, in particular, or persons
acting on behalf of their respective behalves are expressly qualified in their
entirety by the factors referred to above. Neither the Company nor its
affiliate, Mannesmann, intends to update these forward-looking statements.