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Vodafone Group Plc (VOD)

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Monday 01 December, 2003

Vodafone Group Plc

Offer for Vodafone-Panafon

Vodafone Group Plc
01 December 2003


1 December 2003

For Immediate Release - Not for release or distribution in the United States of
America, Canada, Australia or Japan

     VODAFONE TO INITIATE OFFER FOR OUTSTANDING SHARES IN VODAFONE-PANAFON

Following the completion of the purchase from Intracom S.A. of a 9.433% stake in
Vodafone-Panafon Hellenic Telecommunications Company S.A. ('Panafon'), Vodafone
Group Plc ('Vodafone') today announces its decision to launch a public offer for
the remaining outstanding shares which it does not already own directly or
indirectly (the 'Shares') in Panafon (the 'Offer'). Vodafone directly or
indirectly owns approximately 406 million shares in Panafon, representing 74.795
per cent. of the shares and votes in Panafon.


The key terms of the proposed Offer are:

*  The offer price will be EUR 6.18 in cash for each validly tendered Share
   to be satisfied from Vodafone's existing cash resources.

*  The offer price represents a premium of approximately 6.9 per cent.
   compared to Panafon's volume-weighted average closing share price (EUR 5.78)
   during the 12 months prior to 28 November 2003, being the last business day
   prior to Vodafone informing the Hellenic Capital Market Commission ('CMC') of
   its decision to launch the Offer.

*  The Offer will not be subject to the satisfaction of any conditions.

*  Vodafone intends to purchase Shares on the Athens Exchange ('ATHEX') at
   prices of up to EUR 6.18 from 3 December 2003.

*  Subject to reaching 95% or more of the total voting rights in Panafon,
   Vodafone intends to seek the delisting of Panafon shares from ATHEX and the
   London Stock Exchange in accordance with applicable regulations.

The Offer is consistent with Vodafone's stated strategy of selectively
increasing its stakes in existing operations where opportunities arise for the
creation of enhanced shareholder value.

An information circular in Greek (the 'Information Circular') detailing the
Offer has been submitted to the CMC for approval. The Information Circular will
be made available for distribution to the holders of Shares following its
approval by the CMC at which time the acceptance period will begin. Details in
connection with the distribution of the approved Information Circular and the
determination of the acceptance period will be announced in the Official List of
ATHEX and the Greek, UK and German press. Alpha Bank is acting as Tender Agent
on behalf of Vodafone in relation to the Offer.

                                        - ends -

For further information:

Vodafone Group
Tim Brown
Tel: +44 (0) 1635 673310

Investor Relations
Melissa Stimpson
Darren Jones
Tel: +44 (0) 1635 673310

Media Relations
Bobby Leach
Ben Padovan
Tel: +44 (0) 1635 673310

Goldman Sachs International
Simon Dingemans
Tel: +44 (0) 20 7774 1000

The Offer will not be made, directly or indirectly, in or into the United States
of America, Canada, Australia or Japan, and copies of this document and any
future related materials are not being and may not be mailed or otherwise
distributed or sent in or into the United States of America, Canada, Australia
or Japan.
The Offer will furthermore 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 those required under Greek 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.

Goldman Sachs International is acting as financial adviser 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.

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.





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