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Vodafone announced on 4 November 2005 that it had agreed to purchase the 35.5 million "B" ordinary shares ("B" Shares) in VenFin Limited ("VenFin") previously owned by the Rembrandt Trust (Pty) Limited at a price of R47.25 per "B" Share, subject to certain conditions. The acquisition of the "B" Shares would give Vodafone a 46.5% voting interest and an 8.0% economic interest in VenFin whose principal asset is a 15% stake in Vodacom. Vodafone also announced, on 3 November 2005, that it intended to make an offer to the remaining shareholders of VenFin to acquire their VenFin ordinary shares (the "Offer Shares") at a price of R47.25 per VenFin ordinary share (the "Offer").

Vodafone Holdings (SA) (Pty) Limited, an indirectly held, wholly owned subsidiary of Vodafone, has announced today in South Africa its firm intention to proceed with the Offer, subject to certain conditions.

The Offer is expected to close in the first calendar quarter of 2006.

Market purchases and irrevocable undertakings
Vodafone has purchased in the market in total 30.3 million ordinary shares in VenFin at a price of less than R47.25 per VenFin ordinary share (representing 7.4% of the issued ordinary shares in VenFin, excluding ordinary shares in VenFin held as treasury shares).

As at the date of this announcement, irrevocable undertakings to accept the Offer have been received from VenFin shareholders holding 248.1 million ordinary shares (representing 65.5% of the ordinary shares in VenFin not already owned by Vodafone or VenFin).

Surplus asset sale
Vodafone has agreed to procure that after closing of the Offer, subject to certain conditions, VenFin will dispose of substantially all of the assets of VenFin other than its indirect stake in Vodacom for a cash consideration of R5 billion to a new company to be owned by certain of the current shareholders of VenFin.

A full announcement relating to the detailed terms and conditions of the Offer has been made in South Africa.

For further information:

Vodafone Group

Investor Relations
Telephone: +44 (0) 1635 664447

Media Relations
Telephone: +44 (0) 1635 664444

Notes to Editors

About Vodafone
Vodafone is the world's leading mobile telecommunications group with operations in 27 countries across 5 continents with 171 million proportionate customers worldwide as at 30 September 2005 as well as 27 partner networks. For further information, please visit www.vodafone.com

About Rembrandt Trust
Rembrandt Trust controls 100% of the unlisted "B" Ordinary shares in VenFin. Johann Rupert is a director of Rembrandt Trust which also controls 100% of the unlisted "B" ordinary shares in South African listed investment company Remgro Limited. Rembrandt Trust also owns all the unlisted "A" ordinary shares of M&I, the company which provides management services to both VenFin and Remgro.

About Vodacom
Vodacom is a South African based pan-African cellular communications company providing GSM services to over 17 million customers at 30 September 2005 in South Africa, Tanzania, Lesotho, Mozambique and the Democratic Republic of Congo. Vodacom's South African operations also offer a UMTS or 3G service. Vodacom is currently owned by Telkom 50%, Vodafone 35% and VenFin 15%. For further information, please visit www.vodacom.co.za.

About VenFin
VenFin is an investment holding company listed on the JSE, focused on investments in telecommunications, technology, media, financial and risk services and other private equity businesses and start-up opportunities. For further information, please visit www.venfin.co.za.