SHAREHOLDER APPROVAL FOR MERGER OF VODAFONE HOLDINGS K.K. AND VODAFONE K.K. RECEIVED

Further to the announcement made by Vodafone Group Plc ("Vodafone") on 25 May 2004, Vodafone announces that the offer made by its wholly-owned subsidiary, Vodafone International Holdings B.V. ("Vodafone International"), for the shares which Vodafone and its subsidiaries ("Vodafone Group") did not already own in Vodafone K.K. (the "Vodafone K.K. Offer") closed for acceptances on 21 July 2004.

Valid tenders have been received for 81,539 shares representing approximately a 15.22% interest in Vodafone K.K. and approximately 99.94% of the total shares tendered for by Vodafone International.

The aggregate consideration for the shares acquired through the Vodafone K.K. Offer is approximately JPY193.3 billion (GBP967 million).

Separately, the shareholders of Vodafone K.K. voted today at an Extraordinary General Meeting to approve the merger of Vodafone K.K. and Vodafone Holdings K.K. (the "Merger"). The Merger was also approved by the shareholders of Vodafone Holdings K.K. at its Annual General Meeting, which took place on 29 June. Accordingly, subject to regulatory approval, the Merger will become effective on 1 October 2004. Based on its current ownership in Vodafone Holdings K.K. and Vodafone K.K. (after settlement of the Vodafone K.K. Offer), Vodafone Group will have approximately a 97.68% interest in the merged company, to be renamed Vodafone K.K., when the Merger becomes effective.

For further information contact:

UK

Vodafone
Tim Brown (Group Corporate Affairs)
Melissa Stimpson (Investor Relations)
Darren Jones (Investor Relations)
Bobby Leach (Media Relations)
Ben Padovan (Media Relations)
Emma Conlon (Media Relations)
+44 (0) 1635 673 310

Tavistock Communications
Lulu Bridges
John West
+44 (0) 20 7920 3150

UBS Investment Bank
Warren Finegold
Mark Lewisohn
André Sokol
+44 (0) 20 7567 8000

Japan

Gavin Anderson
Jim Weeks
Minako Hattori
+81 (0) 3 5404 0640

UBS Investment Bank
Steven Thomas
Craig Chittick
+81 (0) 3 5208 6000

Exchange rates
For illustrative purposes, an exchange rate of JPY200:GBP1 has been used.

Important information
This press release does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase, any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of or be relied on in connection with any contract therefor.

This announcement is not an offer of securities for sale into the United States, Canada, Australia or any other jurisdiction. Vodafone Holdings K.K. shares may not be offered or sold in the United States unless they are registered or exempt from registration. There will be no public offer of securities in the United States.

UBS Investment Bank is acting for Vodafone and Vodafone International and no one else and will not be responsible to anyone other than Vodafone and Vodafone International for providing the protections offered to clients of UBS Investment Bank or for providing advice in relation to the Vodafone K.K. Offer or in relation to the contents of this announcement or any transaction or arrangement referred to herein.