Statement re Offer to Vivendi

Vodafone Group Plc
31 October 2002

31 October 2002



                   STATEMENT RE VODAFONE'S OFFER TO VIVENDI


On 16 October 2002, Vodafone Group Plc announced that its wholly-owned
subsidiary, Vodafone AG, had made a €6.77 billion cash offer for Vivendi
Universal S.A.'s ('Vivendi') entire interests in Cegetel Groupe S.A.

On 29 October 2002, the Board of Vivendi announced it had decided not to accept
Vodafone AG's offer.

Vodafone AG's offer, which was open until 30 October 2002, has now lapsed.

                                     -ends-



For further information:

Vodafone Group
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]

Tavistock Communications
Lulu Bridges
John West
Tel:  [phone]

Euro RSCG C&O
Laurent Dondey
Tel:  [phone]
Estelle Griffe
Tel:  [phone]

UBS Warburg
Warren Finegold  (London)
Mark Lewisohn
Tel:  [phone]
Charles-Henri Le Bret  (Paris)
Tel:  [phone]


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