1

Vodafone Analyst & Investor Day

Vodafone Japan

Brian Clark, CEO

Monday 27 September 2004

Presenter:

Q&A Panel:

Brian Clark, CEOShiro Tsuda, CEO (designate)John Durkin, CFODavid Jones, COO

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The following presentation is being made only to, and is only directed at, persons to whom such presentations may lawfully be communicated (“relevant persons”).Any person who is not a relevant person should not act or rely on this presentation or any of its contents. Information in the following presentation relating to the price at which relevant investments have been bought or sold in the past or the yield on such investments cannot be relied upon as a guide to the future performance of such investments. This presentation does not constitute an offering of securities or otherwise constitute an invitation or inducement to any person to underwrite, subscribe for or otherwise acquire securities in any company within the Vodafone Group (the “Group”).The release, publication or distribution of these presentations in certain jurisdictions may be restricted by law, and therefore persons in such jurisdictions into which these presentations are released, published or distributed should inform themselves about, and observe, such restrictions.The presentation contains forward-looking statements which are subject to risks and uncertainties because they relate to future events. Some of the facts which may cause actual results to differ from these forward looking statements are discussed in the last slide of the presentation and others can be found by referring to the information contained under the headings “Cautionary Statement Regarding Forward Looking Statements” and “Risk Factors” in our Annual Report & Accounts and Form 20-F for the year ended 31 March 2004. The presentation slides and our Annual Report & Accounts and Form 20-F can be found on our website (www.vodafone.com).The presentation also contains certain non-GAAP financial information. The Group’s management believes these measures provide valuable additional information in understanding the performance of the Group or the Group’s businesses because they provide measures used by the Group to assess performance. Although these measures are important in the management of the business, they should not be viewed as replacements for, but rather as complementary to, the comparable GAAP measures such as turnover and reported items on the consolidated profit and loss account or the consolidated statement of cash flows.

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2

Agenda

Market Overview

Financial Review

Commercial Strategy

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2,834

2,4012,212

1,454

0

1,000

2,000

3,000

Italy Germany Japan UK

2nd largest economy, high GDP per capita3 main playersMost advanced W-CDMA marketNo upfront 3G spectrum costSource of innovation

Japan is an attractive market

407 405

323 319 314267 256 248

0

100

200

300

400

500

Japan Ireland Nether-lands

Sweden UK Spain Greece Italy

High ARPU(£)

ARPU information for the 12 month period to 30 June 2004

0%

20%

40%

60%

80%

100%

Italy UK Spain Germany Japan

Relatively low penetration

As of July 04

Strong operating cash flow

EBITDA adjusted for exceptional items and working capital movements (excluding intercompany)

(£m)

Source: Public and Company data

101%

33

93.7% 92.4%

79.3%

64.7%

3

What is unique about Japan?Proprietary PDC 2G standard; requires near greenfield W-CDMA build out

Operator-specific terminals– Terminals developed for specific operators do not operate on other networks

– No generic, operator independent terminals as in Europe

High terminal subsidy market

Driven by technology and service innovation

Complex multi-layer distribution

44

Agenda

Market Overview

Financial Review

Commercial Strategy

55

4

Significant progress made in first three years

Structural efficiency:

Vodafone control achieved rapidly

Merger of 9 regions into single nationwide operator

Established focus on mobile business

– Sold Japan Telecomfixed business

Operational achievements:

Introduced innovative new products and services

– International roaming

– 5 first generation 3G terminals

– Megapixel cameras

– Television tuner

Launched Vodafone brand– Achieved awareness

equivalent to J-PHONE

66

Financial achievements:

Network capexrestructured and focused on acceleration of 3G

Lower cost per base station

Reduced debt from ¥1.2 trillion to ¥715 billion due to increased cash flow

220

445 427

(179)

146190

16.8%

31.3%28.9%

(200)

(100)

0

100

200

300

400

500

600

2001/02 2002/03 2003/04

EBITDA Operating free cash flow EBITDA margin

EBITDA(2) and operating free cash flow (3)Good revenue growth (1)

1,313

1,421

1,477

1,000

1,100

1,200

1,300

1,400

1,500

1,600

2001/02 2002/03 2003/04

(1) Net of intercompany revenue(2) Before exceptional items(3) EBITDA adjusted for exceptional items and working capital movements

(excluding intercompany) less cash capital expenditure

Financial performance

77

Tota

l rev

enue

(¥bi

llions

)

EB

ITD

A a

nd c

ash

flow

(¥bi

llions

)

5

Vodafone 3G launch

The competitive landscape has changed…

Rapid market shift to 3G

Competitor ability to offer better services

Discount data tariffs introduced

New product innovation enabled by 3G –near CD quality ring songs

Source: Public and Company data

15,135,500

5,271,700

218,900

Launch of 2nd

generation W-CDMA handsets

Network coverage 99%(Urban areas)

launch of ring songs

CDMA2000 – 1x (GPS, picture messaging,

movie-messaging)

Launch of EV-DO3G Subscribers (M)July 2004 Total: 20.6M

Tariff deregulation

0

4

8

12

16

Oct

-01

Feb-

02

Jun-

02

Oct

-02

Feb-

03

Jun-

03

Oct

-03

Feb-

04

Jun-

04

Launch of full scale 3G

88

73.0 69.5 66.7 63.0

16.1 17.7 18.117.7

0

20

40

60

80

100

H1 02/03 H2 02/03 H1 03/04 H2 03/04

Voice ARPU Data ARPU

Voice & data ARPU (1) Net customer additions

(1) 12 month rolling ARPU

-9.4%25.9%

26.9%

14.1%

21.4%

0

200

400

600

800

1,000

1,200

H1 02/03 H2 02/03 H1 03/04 H2 03/04

Net additions Share of market net additions

…impacting our revenue growth

AR

PU

(¥00

0)

Net

cus

tom

er a

dditi

ons

(000

s)

99

6

Cost analysis

0%

10%

20%

30%

40%

50%

60%

70%

80%

H1 02/03 H2 02/03 H1 03/04 H2 03/04

% o

f gro

ss s

ervi

ce re

venu

eDirect costs & operating expenses (1)

(1) Before depreciation, amortisation, exceptional items and intercompany eliminations

27.7%

20.0%

12.5%

23.9%

23.70%

13.5%

27.1%

18.1%

14.9%

28.1%

23.9%

15.2%

Customer Base Costs

Other DirectCosts

OperatingExpenses

Net retention costsNet acquisition costs

InterconnectionOther direct costs

Payroll costsOther operating costs

1010

Agenda

Market Overview

Financial Review

Commercial Strategy

1111

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Path to commercial success-business turnaround

Distribution • Establish the optimum channel mix including best balance of own and partner shops

• Create win-win relationship for channel partners and Vodafone

• Enhance the management team by selective hiring, skill enhancement and organisational design

CostReduction

Employees

9 to 1 Integration

& Processes

• Reduce cash spend (opex and capex) by capturing full local and global scale

• Complete rationalisation and consolidation of IT systems and business processes

• Increase customer satisfaction through consolidation of billing and customer facing systems

• Follow through implementation of tools to enhance internal management controls

Integrated 3G Offering

MarketingSegmentation

• Realisation of robust 3G network (coverage, capacity, speed, quality of service)

• Introduction of a unique and differentiated 3G offer to the customer

• Development of 3G handsets with related services, content and commercial offerings

• Improved brand building —key source of sustainable differentiation

• Address under-penetrated market segment; corporate and pre-paid

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Path to commercial successFY 04/05 FY 06/07

Fix the Fundamentals

• Cost Reduction

• Distribution

3G Rollout

• Network build-out

• Differentiated, integrated offering

Marketing Segmentation

• Improved brand building

• Address under-penetrated segments

Transforming Operations

Achieving commercial success

• 9 to 1 Integration & Processes

• Employees

• Differentiated 3G offering: (network handsets, content/services, channel)

• Operational best practices

• Competitive cost position

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8

Strong drive to reduce costs

– Voluntary retirement programme reducing 600+ FTEs; ¥3.6 billion annual savings after one time cost of ¥5.5 billion

Leasedlines

Network

IT

Payroll

Focus on reducing operating expenses– Cost reduction programme targeting all operating expenses

– Restructuring of maintenance contracts and overseas outsourcing; expected savings ¥10 billion per year

– Partnership with vendors to eliminate duplication; expected savings ¥10 billion per year

– Conversion to dark fibre; ¥1.2 billion expected savings per year

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Good progress on 9 into 1 integration

Centralised procurement – Nov 01

Financial systems – July 03

East Japan call centres – May 03

Internal management (HR, planning, etc) – April 04

Network management – April 04

Customer registration – June 04

Physical Distribution and Warehousing – Aug 04

Supply Chain/ Demand Planning process and systems – Aug 04

Billing and CRM systems – 2005/6

Trade Commission systems - 2005

Trade receivables systems - 2005

West Japan call centres - 2006

Done Ongoing:

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9

Optimising distribution

More balanced acquisition and upgrade strategy across all channels

Deepen relationships with key channel partners

Provide a more compelling in-store experience in owned and dealer outlets

Selectively increase direct shops in key trade areas

Introduce retail best practices

Build corporate business through direct sales organisation in addition to dealer channel

Vodafone K.K.

Customers

<10% of sales

Indirect Direct>90% of sales

Direct salesIndirect sales through third parties

Current structure

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Direct Sales

- Corporate

Mass appliance electronic

stores

Vodafone branded dealer Outlets(1,834)

Non-exclusive

mobile shop

Vodafoneowned outlets

(25)

Scale launch of integrated 3G offering

Terminals

Launch of comprehensive range of Japan centric 3G terminals on track

Introduction of Nokia and Motorola to Japan market

Sale of Japanese manufacturer terminals outside Japan

Dual mode 3G/GSM terminals

Services and Content

• Expanded local content to fully utilise the capabilities of 3G

• Chaku-uta (ring songs), other music services, games

• Improved user interface

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Network

• 99.6% outdoor population coverage attained

• Rapid expansion of indoor/tunnel/subway coverage

Commercial offer

• Deliver differentiated customer propositions to all customer segments

• Introduction of attractive consumer offers

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Wide range of 3G terminals for Christmas quarter

SonyEricssonV802SE NEC

V802N

SharpV802SH

NokiaV702NK

MotorolaV702MO

MotorolaV702sMO

Sharp V902SH

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Exclusive to Vodafone…..

1919

11

50%

60%

70%

80%

90%

100%

Mar Jun Sep Dec Mar Jun Sep Dec Mar Jun

Expanding 3G network coverageCompetitive outdoor coverage

Vodafone K.K.: 99.6%(as of Aug 04)

NTT DoCoMo : 99.7%(as of Jun 04)

Vodafone K.K. started commercial services in Dec 02

NTT DoCoMo launched national rollout of 3G services in Apr 02

2002 2003 2004

Rapid indoor and outdoor coverage improvement

3,500

16,500

13,000

01,800

0

5,000

10,000

15,000

20,000

25,000

Dec 02 Mar 04 Mar 05 (E)

OutdoorIn-building

Number of Base stations

DoCoMooutdoor17,300

(3G service started)

DoCoMoIn-building

1,670

DoCoMoIn-building

3,800

Source: Public and Company data

350

2020

348

278

230 225

0

50

100

150

200

250

300

350

400

2001/02 2002/03 2003/04 2004/05forecast

2G 3G & other

Capital expenditureCapital expenditure (1) Capital intensity(2)

26%

20%

15%16%

0%

5%

10%

15%

20%

25%

30%

2001/02 2002/03 2003/04 2004/05forecast

(1) Cash flow basis

(2) Cash capital expenditure as a percentage of total revenue

Cap

ital e

xpen

ditu

re (¥

billi

ons)

2121

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Vodafone Holdings K.K. outlookNo Change to current year forecast

Slight year on year increase of 1.5%; highly dependent on handset sales in the second half of the fiscal year

Service revenue currently in line with plan

“Happy Time 1” removed from market July 04; “Happy Time 2”released and currently delivering expected results

In line with plan

Cost reduction programme on track

In line with plan

Includes cost from voluntary retirement programme

Update:

Revenue

Ordinary income

Net income

Forecast(1)

(¥ Bn)

(1) J-GAAP basis

2222

127

110

1,531

SummaryFinancial forecast of Vodafone Holdings unchanged

Successful implementation of transformation plan is key to future performance

Vodafone KK will improve competitiveness by:

– Offering Japan-centric, differentiated range of terminals

– 3G network with performance equal to competitors

– Building Vodafone brand preference in Japan through delivering differentiated customer propositions to all customer segments

– Capturing benefits of Vodafone Group’s best practice

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Forward-Looking StatementsThis presentation contains “forward-looking statements” within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to the financial condition of the Vodafone Group (the “Group”), the results of operations and certain businesses controlled by the Group and certain of the Group’s plans and objectives. In particular, such forward-looking statements include the statements with respect to Vodafone’s expectations for the year ending 31 March 2005 as to average proportionate organic customer growth, full year proportionate organic mobile revenue growth, proportionate mobile EBITDA margins, fixed asset additions, free cash flow, and the benefits of the One Vodafone initiative. In addition, these forward-looking statements also include statements from certain businesses controlled by the Group about the performance of such businesses, including statements by Vodafone KK related to its strategy, projected cost savings, launch of 3G and revenue and income projections, by Vodafone Italy related to its growth of market share and its revenues, EBITDA and customer growth, by Vodafone Germany related to its customer, service revenue and EBITDA growth, its brand awareness campaign and ARPU, and by Vodafone UK related to the regulatory environment, its strategy, distribution and launch of 3G. These forward-looking statements are made on the basis of certain assumptions which Vodafone and the controlled business, as the case may be, believes to be reasonable in light of operating experience in recent years. The principal assumptions on which these statements are based relate to exchange rates, customer numbers, usage and pricing, take-up of new services, termination rates, customer acquisition and retention costs, and the availability of handsets. The presentation also contains other forward-looking statements including statements with respect to Vodafone’s expectations as to launch and roll-out dates for products and services,

including, for example, 3G services, mobile data applications and Vodafone’s business offerings; intentions regarding the development of products and services; the ability to integrate operations throughout the Group in the same format and on the same technical platform and the ability to be operationally efficient; the expected accounting treatment arising from the adoption of IFRS by the Group; mobile penetration and coverage rates; expectations with respect to long-term shareholder value growth and returns to shareholders; the anticipated effect on profitability of our One Vodafone global integration programme; our ability to be the mobile market leader; overall market trends and other trend projections. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as “anticipates”, “aims”, “could”, “may”, “should”, “expects”, “believes”, “intends”, “plans” or “targets”. 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 particularly the statements regarding our outlook, cost savings and the other business developments and plans referred to above. These factors include, but are not limited to, the following: changes in economic or political conditions in markets served by operations of the Group that would adversely affect the level of demand for mobile services; greater than anticipated competitive activity requiring changes in pricing models and/or new product offerings or resulting in higher costs of acquiring new customers or providing new services; the impact on capital spending from investment in network capacity and the deployment of new technologies, or the rapid obsolescence of existing technology; slower customer growth or reduced customer retention; the possibility that technologies, including mobile internet platforms, and services, including 3G services, will not perform according to expectations or that vendors’ performance will not meet the Group’s requirements; changes in the projected growth rates of the mobile telecommunications industry; the Group’s ability to realise expected synergies and benefits associated with 3G technologies, the integration of our operations and those of recently acquired companies; future revenue contributions of both voice and non-voice services offered by the Group; lower than expected impact of 3G and Vodafone live!™ and the Group’s business offerings on the Group’s future revenues, cost structure and capital expenditure outlays; the ability of the Group to harmonise mobile platforms and any delays, impediments or other problems associated with the roll-out and scope of 3G technology and services and Vodafone live!™ and the Group’s business or service offerings in new markets; the ability of the Group to offer new services and secure the timely delivery of high-quality, reliable 3G handsets, network equipment and other key products from suppliers; greater than anticipated prices of new mobile handsets; the ability to realise benefits from entering into partnerships for developing data and internet services and entering into service franchising and brand licensing; the possibility that the pursuit of new, unexpected strategic opportunities may have a negative impact on one or more of the measurements of our financial performance; any unfavourable conditions, regulatory or otherwise, imposed in connection with future acquisitions or dispositions; changes in the regulatory framework in which the Group operates, including possible action by regulators in markets which the Group operates or by the European Commission regulating rates the Group is permitted to charge; the Group’s ability to develop competitive data content and services which will attract new customers and increase average usage; the impact of legal or other proceedings against the Group or other companies in the mobile telecommunications industry; the possibility that new marketing campaigns or efforts are not an effective expenditure; the possibility that the Group’s integration efforts do not increase the speed-to-market of new products or improve the cost position; changes in exchange rates, including particularly the exchange rate of the pound to the euro, US dollar and the Japanese yen; the risk that, upon obtaining control of certain investments, the Group discovers additional information relating to the businesses of that investment leading to restructuring charges or write-offs or with other negative implications; changes in statutory tax rates and profit mix which would impact the weighted average tax rate; changes in tax legislation in the jurisdictions in which the Group operates; final resolution of open issues which might impact the effective tax rate; timing of tax payments relating to the resolution of open issues and loss of suppliers or disruption of supply chains.Furthermore, a review of the reasons why actual results and developments may differ materially from the expectations disclosed or implied within forward-looking statements can be found

under “Risk Factors” contained in our Annual Report & Accounts and Form 20-F with respect to the financial year ended 31 March 2004. All subsequent written or oral forward-looking statements attributable to Vodafone or any member of the Group or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurance can be given that the forward-looking statements in this document will be realised. Neither Vodafone nor any of its affiliates intends to update these forward-looking statements.Non-GAAP Financial Information

The presentations also contain certain non-GAAP financial information. The Group’s management believes these measures provide valuable additional information in understanding the performance of the Group or the Group’s businesses because they provide performance measures used by the Group to assess performance. Although these measures are important in the management of the business, they should not be viewed as replacements for, but rather as complementary to, the comparable GAAP measures such as turnover and reported items on the consolidated profit and loss account or the consolidated statement of cash flows.

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