Transaction in Own Shares

Vodafone Group Plc
02 December 2005



                               VODAFONE GROUP PLC
                             CANCELLATION OF SHARES



Vodafone Group Plc ('Vodafone') announces today that as its holding of Vodafone
shares approaches 10% of the nominal value of the issued share capital
prescribed by the Companies Act 1985 as the maximum number of shares that a
company may hold in treasury it has cancelled the following number of its
ordinary shares of U.S.$0.10.


Ordinary Shares

Date of cancellation:                             1 December 2005

Number of ordinary shares cancelled:              750 million



Following the above cancellation, Vodafone holds 5,783,056,846 of its ordinary
shares in treasury and has 61,952,355,400 ordinary shares in issue (excluding
treasury shares).

This announcement does not constitute, or form part of, an offer or any
solicitation of an offer for securities in any jurisdiction.


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