Acquisition of a 70% Stake in Ghana Telecom

03 July 2008 Vodafone1 announces today that it has agreed to acquire a 70% stake in Ghana Telecommunications Company Limited (“Ghana Telecom”), a leading telecommunications operator in Ghana, from the Government of Ghana for a total consideration of US$900 million (£452 million), on a debt-free, cash-free basis, implying a total enterprise value for Ghana Telecom of approximately US$1.3 billion (£646 million). The Government of Ghana will retain a 30% stake in the company.

Commenting on the transaction, Arun Sarin, Chief Executive of Vodafone, said: “Ghana is one of the most attractive markets in Africa with mobile subscribers growing at more than 55% p.a. and mobile penetration around 35%. Our extensive operating experience together with our portfolio of products and services position us well to deliver a superior mobile experience to Ghanaian customers and significantly improve financial performance. I expect that our investment will generate substantial benefits for Vodafone and for the Ghanaian economy and we are delighted that we will be working in partnership with the Government of Ghana.” Strong strategic rationale and turnaround opportunity · The principal benefits to Vodafone are: o Exposure to the attractive and growing Ghanaian telecommunications market o total population of 24 million with more than 50% under the age of 25 o real GDP growth of 6.3% in 2007, contained inflation and a stable political background o low mobile penetration at c.35%, with 2.7 million subscribers added in 2007 o significant additional growth prospects from recent oil field discoveries 1 The purchaser is Vodafone International Holdings B.V., a wholly owned subsidiary of the Vodafone Group. · Majority control of the number 3 mobile player and leading fixed-line operator o number 3 mobile player with approximately 17% market share and 1.4 million customers as at 31 March 2008 o leading fixed line and broadband operator with c.99% of the total number of lines and c.90% market share of the retail ADSL market o revenue growth of 9.3%2 in the 12 months ended 31 December 2007 to US$290 million and a 2007 reported EBITDA of US$42 million · Substantial turnaround potential o Over the next 5 years, Vodafone expects Ghana Telecom to invest over US$500 million in its operations and network, restoring and expanding network coverage and completing and integrating the fibre backbone o Vodafone plans to leverage its experience of rapid network deployment in India and other emerging markets, its brand and successful customer propositions such as M-PESA and ultra-low cost handsets, to accelerate Ghana Telecom's growth o Through these actions, Vodafone intends that Ghana Telecom will deliver a superior product and service offering in the Ghanaian market and thereby raise its mobile market share over time to around 25%, reversing recent underperformance Other transaction details As part of the transaction price, it has been agreed that the Government of Ghana’s fibre network assets will be transferred to Ghana Telecom. The transaction remains subject to certain closing conditions, including approval from the Ghanaian Parliament. Vodafone expects the transaction to close in the third quarter of calendar year 2008. Financial impact on Vodafone The transaction meets Vodafone’s stated financial investment criteria. The transaction is expected to be broadly neutral to adjusted earnings per share in the first year of acquisition. 2 Stated revenue growth is based on local currency. For further information: Vodafone Group Investor Relations Telephone: +44 (0) 1635 664447 Media Relations Telephone: +44 (0) 1635 664444Notes to Editors About Vodafone Vodafone is the world's largest mobile telecommunications group, with equity interests in 26 countries and Partner Networks in over 40 additional countries. As of 31 March, 2008, Vodafone had approximately 260 million proportionate customers worldwide. For further information, please visit www.vodafone.com. About Ghana Telecom Ghana Telecom is the number 3 mobile operator and the leading fixed line and broadband operator in Ghana. As at 31 March 2008, it had 1.4 million mobile customers, equivalent to a mobile market share of approximately 17%, and operated 379,000 fixed and 15,000 broadband lines. For further information, please visit www.ghanatelecom.com.gh. Important information For illustrative purpose, an exchange rate of £1:US$1.99 has been used. All financials relating to Ghana Telecom are based on the company’s 2007 annual accounts. Financial information for the year to 31 December 2007 has been translated using an exchange rate of GHc1:US$1.07. Other matters 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 security 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 thereafter. Information in this press release about the yield on shares cannot be relied upon as a guide to future performance. Cautionary statement regarding forward-looking statements This press release contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our expectations and plans, strategy, management’s objectives, future performance, costs, revenues, earnings and other trend information, including statements relating to expected benefits associated with the transactions contemplated herein, plans with respect to these transactions, and expectations with respect to long-term shareholder value growth. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “due”, “could”, “may”, “should”, “will”, “expects”, “believes”, “intends”, “plans”, “targets”, “goal” or “estimates”. By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to: the risk that receipt of government and regulatory approvals that may require acceptance of conditions with potential adverse impacts or may be unduly delayed; risks involving changes in the expected costs, as well as our ability to realise expected benefits associated with the transactions referred to herein; changes in the economic or political situation in Ghana; the risk that, upon completion of the acquisition of the controlling interest in Ghana Telecom, we discover additional information relating to its business leading to restructuring charges or write-offs or with other negative implications and the impact of legal or other proceedings.

In addition to the factors noted above, please refer to the information Vodafone Group Plc has filed with, or otherwise furnished to, the US Securities and Exchange Commission (the “SEC”) under the US Securities Exchange Act of 1934, including in particular the information in the sections headed “Principal Risk Factors and Uncertainties” and “Cautionary Statement Regarding Forward-Looking Statements” in the Annual Report on Form 20-F for the year ended 31 March 2008 as well as any similarly headed sections in subsequently furnished Form 6-Ks (which are available at the SEC’s Internet site (http://www.sec.gov)), for additional factors, risks and uncertainties that could cause actual results and developments to differ materially from the expectations disclosed or implied within the forward-looking statements made herein. No assurances can be given that the forward-looking statements in this release will be realised. All written or oral forward-looking statements attributable to Vodafone Group Plc, any members of Vodafone Group or persons acting on our behalf are expressly qualified in their entirety by the factors referred to above. Vodafone Group Plc does not undertake, and specifically disclaims, any obligation to update or revise these forward-looking statements, whether as a result of new information, future developments or otherwise.

Key sub-totals that result from the proportionate consolidation of Vodacom, whose internal controls have not been assessed, are set out below.

  Vodacom 2008 £m Total assets 1,093 Net assets 400 Revenue 1,609 Profit for the financial year 260 Products and Services

Vodafone offers voice, messaging, data and fixed broadband services through multiple solutions and supporting technologies to deliver on its total communications strategy. The advancements in 3G networks and download speeds, handset capabilities and the mobilisation of internet services, have contributed to an acceleration of data services usage growth.