Vodafone

On 12 April 2001, the acquisition of a 15% stake in Japan Telecom, the controlling

shareholder of the J-Phone Group, from West Japan Railway Company and Central

Japan Railway Company was completed. On 27 April 2001, the Group completed the

acquisition of a further 10% stake in Japan Telecom from AT&T Corporation for a cash

consideration of $1.35 billion (Ð'Ј0.9 billion), bringing the Group's interest in Japan

Telecom to 25% at that time.

On 2 May 2001, the Company announced that it had agreed to acquire, for a cash

consideration of approximately Ð'Ј3.7 billion, BT Group plc's ("BT's") ownership interests

in the J-Phone Group and Japan Telecom, comprising BT's combined shareholdings of

20% in Japan Telecom and 20% in J-Phone Communications for Ð'Ј3.1 billion, and

BT's aggregate interest of approximately 4.9% in the J-Phone operating companies

for a further Ð'Ј0.6 billion. The transaction completed on 1 June 2001, except for the

acquisition of BT's interests in the operating subsidiaries of J-Phone Communications,

which did not complete until 12 July 2001. As a result of these transactions, the

Group had a 46% interest in J-Phone Communications, not including its indirect

interest through Japan Telecom, and interests of 18.9%, 15.2% and 14.9%,

respectively, in J-Phone Communications' regional mobile companies J-Phone East,

J-Phone West and J-Phone Central, excluding the Company's indirect interests

through Japan Telecom's and J-Phone Communications' holdings in these companies.

On 24 August 2001, the Company announced the proposed merger of J-Phone

Communications and the J-Phone operating companies into a new company, J-Phone

Co., Ltd. The merger became effective on 1 November 2001 and, as a result, the

Group held a 39.67% ownership interest in the new company.

On 20 September 2001, the Company announced an agreed tender offer by its

subsidiary, Vodafone International Holdings B.V., to acquire up to 693,368