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Tuesday 14 November, 2006

Vodafone Group Plc

Interim Results - Part 1

Vodafone Group Plc
14 November 2006

                                                                                   
VODAFONE GROUP PLC
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2006

PART I

Embargo:  Not for publication before 07:00 hours 14 November 2006  

VODAFONE ANNOUNCES RESULTS FOR  
THE SIX MONTHS ENDED 30 SEPTEMBER 2006   

PART I 

Highlights(1):

*  Group revenue of £15.6 billion, with organic growth of 4.1%

*  Profit before taxation for the period increased to £4.8 billion before
   impairment charges of £8.1 billion. Loss before taxation was £3.3 billion

*  Adjusted basic earnings per share increased by 17.7% to 5.98 pence,
   including the benefit from an interim adjusted effective tax rate of 29.2%.
   Basic loss per share from continuing operations of 8.02 pence

*  Free cash flow from continuing operations of £3.0 billion and net cash
   inflow from operating activities from continuing operations of £4.8 billion,
   after net taxation paid of £1.2 billion

*  Interim dividend per share increased by 6.8%, to 2.35 pence, giving a
   pay out of £1.2 billion

Outlook summary(2):

*  No change to the full year organic proportionate mobile revenue growth
   range of 5% to 6.5% and proportionate organic mobile EBITDA margin 
   expectations of around 1 percentage point lower than last year

*  Free cash flow from continuing operations outlook increased to an
   expected range of £4.7 billion to £5.2 billion due to the delayed settlement
   of certain long-standing tax issues

*  Capitalised fixed asset additions outlook unchanged with a range of £4.2
   billion to £4.6 billion

*  Full year adjusted effective tax rate expected to be lower than
   previously indicated at around 30%.  Longer term percentage rate now 
   expected to be in the low 30's

 
(1)  See page 4 for Group Financial and Operating Highlights, page 40 for 
     use of non-GAAP financial information and page 41 for definition of terms

(2)  See page 39 for a cautionary statement on Forward-Looking Statements


Arun Sarin, Chief Executive, commented:

'These results show that Vodafone is on track to deliver on its key targets for
the current financial year. Competitive and regulatory pressures in the European
region have been offset by strong performances in our developing markets and the
United States. We have also made good progress since May in the execution of our
new strategy and the response to our new products and services has been very
encouraging.'



CHIEF EXECUTIVE'S STATEMENT

Vodafone has announced first half results showing progress in very competitive
markets. Despite the pressures from competition and regulation, we continue 
to execute the strategy laid out to shareholders in May and are on track to 
meet our full year targets.

We have a unique franchise of international customers, with over 191 million
proportionate mobile customers, of whom 147 million are in controlled or jointly
controlled entities.

Proportionate mobile revenue for the first half of this financial year increased
by 6% on an organic basis. The Europe region remains very competitive with flat
organic growth year on year. Of our four principal markets, Germany, Italy and
the UK saw declining total revenue after taking into account the impact of
termination rate cuts, whilst Spain continued its strong progress, posting
another period of double digit top line growth. Our high growth markets in the
EMAPA region continued to perform well, growing organically at 13.7% year on
year. Together with the US, where Verizon Wireless revenue grew 18.2% year on
year in local currency, this strong performance helped to offset the lower
growth in our more established markets.

Proportionate mobile EBITDA margins on an organic basis were only slightly
lower year on year, though the mobile EBITDA margin is expected to fall by a
larger amount year on year in the second half of the 2007 financial year.

Free cash flow from continuing operations was slightly lower at £3.0 billion in
the first half of the financial year; a 6.9% increase in operating free cash
flow was offset by higher tax payments of £1.2 billion.

Higher interest rates, along with pricing and continued regulatory pressures 
in the German market, led to  an impairment charge of £8.1 billion in the total
carrying value of goodwill in respect of our German and Italian operations.

In May this year, we announced five core strategic goals to drive forwards the
financial and operating results of the Company:

Revenue stimulation and cost reduction in Europe

In our mature European markets, we are fighting the twin pressures of price
erosion and regulation. The core strategy in this region is to stimulate revenue
and cut costs.

Average monthly voice usage per customer in Europe is still below 150 minutes.
Central to stimulating revenue is driving fixed to mobile substitution with
larger minute bundles and innovative tariffs, prepaid to contract migrations and
targeted promotions. In Germany and the UK, new larger and better value bundles
have been launched, maintaining competitiveness in the respective marketplaces.
In Italy, revenue declines appear to be stabilising following a successful
summer promotion. We are targeting fixed to mobile substitution through
Vodafone At Home and similar offerings in Germany, Italy, the UK, Greece, 
Hungary and Portugal. Expansion of this offering will occur, with a further 
three countries expected to launch by the end of the current financial year. 
Building on our success in business, we continue to deliver leading edge 
services, such as Oficina Vodafone in Spain and applications using the benefits
of mobile broadband following the introduction of HSDPA.

Progress has also been made on core cost reduction programmes which will
demonstrate benefits over time. In outsourcing, we have chosen EDS and IBM to
manage application development and maintenance services in a global IT
outsourcing deal, which is expected to deliver 25% to 30% unit cost savings
within three to five years. We continue to look at the cost of owning and
maintaining networks, with recent announcements including 2G and 3G network
sharing in Spain and entering into discussions on network sharing in the Czech
Republic. We have also announced quicker than expected progress on data centre
consolidation in Europe, where we expect to save costs of around 25% to 30% in 
two to three years.

Deliver strong growth in emerging markets

Our focus in emerging markets is to build on our strong track record of creating
value, having delivered strong performances over time in markets such as Egypt
and South Africa. This has continued in the first half of this financial year,
with organic service revenue growth of 40.2% in Egypt and 20.8% in South Africa.

Our more recent acquisitions are performing very well, with first half year on
year organic service revenue growth of 31.3% in Romania and 14.4% in the Czech
Republic. In Turkey, we are very pleased with progress and the company is
performing well ahead of its acquisition business plan. In India, organic
revenue growth was greater than 50%. All of these performances are ahead of our
expectations at the time of each acquisition.

Innovate and deliver on our customers' total communications needs

As customer needs are evolving, we are providing a sub-segment of our customer
base with fixed broadband connectivity as part of a total telecommunications
solution. This type of service will typically be provided using wholesale
relationships with infrastructure providers and we have announced deals with BT
in the UK, Fastweb in Italy and Arcor in Germany.

We are continuing to develop a mobile advertising revenue stream and in this 
respect we have announced today our intent to partner with Yahoo! in the UK. We
are also developing products and services which will integrate the mobile and PC
environments. 

We will continue to pursue a mobile centric approach, focusing on the core
benefits to customers of mobility and personalisation, and will resell fixed
line technologies only according to customer needs.

Actively manage our portfolio to maximise returns

Vodafone will seek to invest only where we can generate superior returns for our
shareholders in markets that offer a strong local position, with focus a on
specific regions.

In keeping with this strategy, in the first half of the financial year we closed
the sale of Vodafone Japan and recently completed the sale of our 25% stake in 
Proximus in Belgium for cash proceeds of €2 billion. For Proximus, this 
represented a good exit price with an enterprise value of 7.2 times forecast 
EBITDA for the current financial year. Most recently, we announced the 
proposed acquisition of up to a further 4.9% of Vodafone Egypt, increasing 
our exposure to this high growth market. We will continually review the 
countries in which we operate going forward.

Align capital structure and shareholder returns policy to strategy

In May this year, we outlined a new capital structure and returns policy
commensurate with the operational strategy of the business. As a result, we are
now targeting a low single A credit rating.

The Board also announced a targeted annual 60% payout of adjusted earnings per
share in the form of dividends. We are announcing an interim dividend of 2.35
pence, up by 6.8% when compared to last year.

Having returned over £19 billion to shareholders, excluding dividends, in the
last two financial years, we have no current plans for further share purchases
or other one-off returns.

Prospects for the current year

Revenue progression remains in line with expectations and the Group continues to
expect organic growth in proportionate mobile revenue to be in the range of 5%
to 6.5% and proportionate mobile EBITDA margins to be around 1 percentage point
lower than the 2006 financial year on an organic basis.

Free cash flow from continuing operations on an underlying basis is still
expected to be in the range of £5.2 billion to £5.7 billion. As a result of a
delay in the settlement of certain items, payments in respect of long standing
tax issues are expected to be around £0.5 billion for this financial year,
leading to an expected range of £4.7 billion to £5.2 billion for reported free
cash flow from continuing operations.

Summary

We are successfully executing a clear five point strategy to provide long term
value creation for our shareholders. The financial results for the first six
months highlight that we are on track to deliver on our key full year targets.
We will continue to deliver real value to customers that will enable us to
achieve our targets in the face of tough competition and regulatory pressures.


Arun Sarin


GROUP FINANCIAL AND OPERATING HIGHLIGHTS

-----------------------------------------------------------------------------------------
                                                      2006      2005          Change %
                                                                      -------------------
Continuing operations(1)(2):               Page         £m        £m  Reported    Organic
Financial information                                                              
                                                                                   
Revenue                                     21      15,594    14,548       7.2        4.1
Operating (loss)/profit                     21      (2,952)    4,286                     
(Loss)/profit before taxation               21      (3,330)    3,911                     
(Loss)/profit for the period                21      (4,548)    2,629                     
Basic (loss)/earnings per share (pence)     21       (8.02)p    4.07p                    
Capitalised fixed asset additions                    1,824     1,750       4.2           
Net cash flow from operating activities     19       4,840     5,227      (7.4)          
-----------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------
Performance reporting(3)                                                           
                                                                                   
Group EBITDA                                 7       6,242     5,907       5.7        2.8
Adjusted operating profit                    7       5,141     4,782       7.5        7.4
Adjusted profit before tax                  17       4,724     4,558       3.6           
Adjusted effective tax rate                 17        29.2%     31.5%                     
Adjusted profit for the period                                                      
  attributable to equity shareholders       29       3,441     3,237       6.3           
Adjusted basic earnings per share (pence)   29        5.98p     5.08p     17.7          
Free cash flow                              19       2,955     3,252      (9.1)         
Net debt at 30 September                    19      20,229    13,421      50.7          
-----------------------------------------------------------------------------------------
 
-----------------------------------------------------------------------------------------
                                                      2006      2005         Change %
                                                                       ------------------
Continuing operations(1)(2):              Page     Million   Million   Reported   Organic
Operational(4)(5)                                                                      
                                                                                  
Vodafone live! - Closing active devices     44        30.7      22.2       38.3          
Closing 3G registered devices               44        10.9       3.3      230.3          
Closing Vodafone Mobile Connect data cards             1.0       0.6       66.7          
Mobile voice usage (minutes)                48     112,649    84,077       34.0      18.2
-----------------------------------------------------------------------------------------


The interim results have been prepared in accordance with International
Financial Reporting Standards ('IFRS') (including International Accounting
Standards ('IAS') and interpretations issued by the International Accounting
Standards Board ('IASB') and its committees, and as interpreted by any
regulatory bodies applicable to the Group) and adopted for use in the European
Union ('EU').

This interim results announcement contains certain information on the Group's
results and cash flows that have been derived from amounts calculated in
accordance with IFRS but are not themselves IFRS measures. They should not be
viewed in isolation as alternatives to the equivalent IFRS measure and should be
read in conjunction with the equivalent IFRS measure. Further disclosures are
provided under 'Use of Non-GAAP Financial Information' on page 40.


See page 41 for definition of terms

(1)  Excluding the results of discontinued operations. See note 9 to the interim
     consolidated financial statements

(2)  Amounts presented as at 30 September or for the six months then ended

(3)  These measures are stated excluding impairment losses, non-recurring
     amounts related to business acquisitions and disposals, changes in the fair
     value of equity put rights and similar arrangements and net foreign 
     exchange gains and losses on certain financial instruments and 
     intercompany borrowings

(4)  Cumulative number as at 30 September

(5)  Figures represent 100% of subsidiary information and a pro-rata share in
     joint ventures

GROUP PROPORTIONATE INFORMATION
                                            2006     2005          Change %
                                                            --------------------
                                              £m       £m          £    Organic
--------------------------------------------------------------------------------
Financial Information                                                          

Revenue                                                                        
Europe                                                                         
- Germany                                  2,827    2,913       (3.0)           
- Italy                                    2,174    2,240       (2.9)           
- Spain                                    2,268    1,968       15.2           
- UK                                       2,549    2,568       (0.7)           
- Other Europe                             2,230    2,457       (9.2)           
Less: revenue between Europe operations     (218)    (197)                      
                                          ------   ------
                                          11,830   11,949       (1.0)       0.6
                                          ------   ------
EMAPA                                                                          
- Subsidiaries and joint ventures          2,867    1,865       53.7           
- Associated undertakings and
  investments                              6,712    6,092       10.2            
Less: revenue between EMAPA operations        (6)      (5)                      
                                          ------   ------
                                           9,573    7,952       20.4       13.7
                                          ------   ------
Other(1)                                     606      528       14.8           
Eliminations                                (112)    (114)                      
                                          ------   ------
Group - Continuing operations             21,897   20,315        7.8        6.2
                                          ======   ======
Mobile operations - Continuing operations 21,263   19,798        7.4        6.0

EBITDA                                                                         
Europe                                                                         
- Germany                                  1,263    1,353       (6.7)           
- Italy                                    1,128    1,207       (6.5)           
- Spain                                      813      721       12.8           
- UK                                         785      781        0.5           
- Other Europe                               819      849       (3.5)           
                                          ------   ------
                                           4,808    4,911       (2.1)      (1.6)
                                          ------   ------
EMAPA                                                                          
- Subsidiaries and joint ventures            988      657       50.4           
- Associated undertakings and investments  2,689    2,344       14.7           
                                          ------   ------
                                           3,677    3,001       22.5       17.5
                                          ------   ------
Other(1)                                     301      243       23.9           
                                          ------   ------
Group - Continuing operations              8,786    8,155        7.7        6.2
                                          ======   ======
Mobile operations - Continuing operations  8,656    8,090        7.0        5.6
                                          ======   ======

                                                          Percentage Percentage
EBITDA margin                                                 Points     Points
Europe                                                                         
- Germany                                  44.7%    46.4%       (1.7)           
- Italy                                    51.9%    53.9%       (2.0)           
- Spain                                    35.8%    36.6%       (0.8)           
- UK                                       30.8%    30.4%        0.4           
- Other Europe                             36.7%    34.6%        2.1           
                                          ------   ------
                                           40.6%    41.1%       (0.5)           
                                          ------   ------
EMAPA                                                                          
- Subsidiaries and joint ventures          34.5%    35.2%       (0.7)           
- Associated undertakings and investments  40.1%    38.5%        1.6           
                                          ------   ------
                                           38.4%    37.7%        0.7           
                                          ------   ------
Group EBITDA margin - Continuing 
  operations                               40.1%    40.1%          -          -
                                                                     
Mobile EBITDA margin - Continuing          
  operations                               40.7%    40.9%       (0.2)      (0.1)

 
(1) Other operations include the Group's fixed line operator in Germany, Arcor,
    and common functions which represent revenue from Partner Markets and 
    unallocated central Group income and expenses                              

Proportionate information is presented and calculated on the basis described on
page 37. See page 41 for definition of terms

                                          --------------------------------------
                                             2006      2005         Change %
                                                             -------------------
                                          Million   Million  Reported    Organic
Mobile customers                                                                
Net proportionate customer additions(1)      12.0      10.1      18.8           
Proportionate customers at 30 September     191.6     156.3      22.6       13.9
                                          --------------------------------------

 
(1) Excludes additions from acquisitions and stake changes and the impact of a  
    change in the application of the disconnection policy. Further analysis is
    provided on page 43
                                                                                
Customers are presented for continuing operations. See page 41 for definition of
terms                                                                           

OUTLOOK

Please see 'Forward-Looking Statements' on page 39, 'Use of non-GAAP financial
information' on page 40 and definition of terms on page 41.

                                                     2007 financial year        
                                                     Outlook 
------------------------------------------------     ---------------------------
Organic proportionate mobile revenue growth(1)       5% to 6.5%              

Organic proportionate mobile 
 EBITDA margin(1)                                    Around 1 percentage 
                                                     point lower than 
                                                     2006 financial year        

Free cash flow from continuing operations*           £4.7 to £5.2 billion       

Capitalised fixed asset additions                    £4.2 to £4.6 billion       

Adjusted effective tax rate(2)                       Around 30%              
------------------------------------------------     ---------------------------
 
*   Stated after an estimated £0.5 billion of tax payments, including associated
    interest, in respect of a number of long standing tax issues
                       
(1) Assumes constant exchange rates and excludes the impact of business         
    acquisitions and disposals for the financial measures and adjusted to 
    reflect like-for-like ownership levels in both years                                    
                                                                                
(2)  See page 17 for adjusted effective tax rate calculation                    


For the year ending 31 March 2007 ('2007 financial year')

The Group continues to expect organic growth in proportionate mobile revenue to
be in the range of 5% to 6.5%.

Proportionate mobile EBITDA margin is also still expected to be around 1
percentage point lower than the year ending 31 March 2006 ('2006 financial
year') on an organic basis, excluding the impact of any one-off business
restructuring costs.

In line with the outlook provided on 30 May 2006, proportionate mobile EBITDA
margin is expected to fall by a larger amount year on year for the second half
of the 2007 financial year than for the first half of the 2007 financial year.
This is primarily as a result of the timing of commercial initiatives, including
pricing changes, in Europe and in particular in Germany and the UK.

The Group expects capitalised fixed asset additions to still be in the range of
£4.2 billion to £4.6 billion, which is higher than the 2006 financial year due
to the effect of recently completed acquisitions and disposals and the Group's
rollout of HSDPA.

Free cash flow from continuing operations is still anticipated to be in the
range of £5.2 billion to £5.7 billion before tax payments and associated
interest in respect of the potential settlement of a number of long standing tax
issues. Due to a delay in the settlement of some of these issues, tax payments
and associated interest in the current financial year are now expected to be
approximately £0.5 billion, giving an expected range of £4.7 billion to £5.2
billion for reported free cash flow from continuing operations. The Group still
expects significant cash tax and associated interest payments over the next few
years in respect of these long standing issues, although certain settlements may
be later than previously anticipated.

The effective tax rate for the year is expected to be similar to the 2006
financial year at around 30%, slightly higher than in the first half of the
financial year due to the net benefit of one-off items recorded in full in the
first half. The Group now expects its longer term effective tax rate percentage
to be in the low 30's, having previously anticipated this in the mid 30's.

The Group continues to maintain its existing provision in respect of the ongoing
enquiry by HM Revenue & Customs with regard to the application of the UK
Controlled Foreign Company ('CFC') legislation to the Group, as described in the
Group's Annual Report for the year ended 31 March 2006. A recent judgment in a
similar case in the European Court of Justice has provided guidance to the UK
courts and whilst it may be some time before the enquiry is finally resolved, 
the Group has not made any additional provision.

For the year ending 31 March 2008 ('2008 financial year')

In order to simplify its financial reporting and improve understanding of its
results, the Group will be moving to a single basis of statutory reporting and
will no longer provide proportionate financial information with effect from the
2008 financial year. The Group's outlook statement will also change to reflect
only statutory financial measures. The full outlook for the 2008 financial year
will be provided with the preliminary results of the 2007 financial year in May
2007.

Revenue stimulation and cost reduction

The Group continues to anticipate delivering benefits through its One Vodafone
initiatives equivalent to at least 1% additional revenue market share in the
2008 financial year compared with the 2005 financial year, which the Group is
measuring in Germany, Italy, Spain and the UK against its principal competitors.

Capitalised fixed asset additions are expected to be 10% of revenue in the 2008
financial year for the total of the Group's Europe region and common functions,
which will require reducing expenditure in that year by approximately £400
million to £500 million when compared with the 2006 financial year.

Assuming no significant changes in exchange rates and after adjusting for
acquisitions and disposals, the Group expects operating expenses to be broadly
stable in the 2008 financial year when compared with the 2006 financial year for
the total of its Europe region and common functions, excluding the potential
impact from developing and delivering new services and from any business
restructuring costs.


BUSINESS REVIEW

In April 2006, the Group announced changes to the organisational structure of
its operations, effective from 1 May 2006. The following results are presented
for continuing operations in accordance with the new organisation structure.
Europe includes the results of the Group's mobile operations in Western Europe,
while EMAPA includes the Group's operations in Eastern Europe, the Middle East,
Africa, Asia and the Pacific area and the Group's associates. Other operations
comprise the Group's common functions and its fixed line business in Germany.

 

----------------------------------------------------------------------------------------------
                           Europe   EMAPA    Other Eliminations    2006    2005      % change
                                                                                 -------------
                               £m      £m       £m           £m      £m      £m     £ Organic
                                                                                             
Voice revenue               9,006   2,436        -          (72) 11,370  10,771   5.6     2.4
Messaging revenue           1,458     331        -           (3)  1,786   1,613  10.7     6.3
Data revenue                  603      56        -           (9)    650     504  29.0    30.0
Fixed line and DSL
  revenue                       -      34      706          (14)    726     603  20.4    14.0
                          ------------------------------------------------------
Total service revenue      11,067   2,857      706          (98) 14,532  13,491   7.7     4.4
Acquisition revenue           457     176        -            -     633     603   5.0        
Retention revenue             174       8        -            -     182     202  (9.9)        
Other revenue                 132      34       86           (5)    247     252  (2.0)        
                          ------------------------------------------------------
Total revenue              11,830   3,075      792         (103) 15,594  14,548   7.2     4.1
Interconnect costs         (1,760)   (520)    (172)          98  (2,354) (2,256)  4.3     1.8
Other direct costs           (780)   (353)    (121)           5  (1,249) (1,032) 21.0    10.5
Acquisition costs          (1,158)   (313)     (40)           -  (1,511) (1,418)  6.6     4.5
Retention costs              (763)    (91)     (43)           -    (897)   (924) (2.9)   (2.1)
Operating expenses         (2,561)   (698)     (82)           -  (3,341) (3,011) 11.0     8.1
                          ------------------------------------------------------
EBITDA                      4,808   1,100      334            -   6,242   5,907   5.7     2.8
Acquired intangibles
  amortisation                 (8)   (189)       -            -    (197)    (52)278.8        
Purchased licence
  amortisation               (443)    (24)       -            -    (467)   (471) (0.8)        
Depreciation and other
  amortisation             (1,365)   (364)    (115)           -  (1,844) (1,773)  4.0        
Share of result in
  associates                    2   1,405        -            -   1,407   1,171  20.2    23.6
                          ------------------------------------------------------
Adjusted operating
  profit                    2,994   1,928      219            -   5,141   4,782   7.5     7.4
Adjustments for:                                                                             
- Impairment losses        (8,100)      -        -            -  (8,100)   (515)              
- Other                         -       -        1            -       1       -              
- Non-operating income
  of associates                 -       6        -            -       6      19              
                          ------------------------------------------------------
Operating (loss)/profit    (5,106)  1,934      220            -  (2,952)  4,286              
                          ======================================================
                                                                                             


GROUP RESULTS

Revenue increased by 7.2% to £15,594 million for the six months ended 30
September 2006, resulting from organic growth of 4.1% and the impact from the
acquisitions in the Czech Republic, Turkey and India, the stake increases in
Romania and South Africa and the disposal of the Group's operations in Sweden of
3.4%, partially offset by the impact of unfavourable movements in exchange rates
of 0.3%.

The EMAPA region accounted for more than 70% of the organic growth in revenue,
with the Europe region and other operations also growing organically, whilst the
EMAPA region accounted for all the growth in reported revenue.

Adjusted operating profit increased by 7.5% to £5,141 million, with organic
growth of 7.4%. The EMAPA region achieved organic growth of 26.1%, partially
offset by a decline in profitability in the Europe region due to the challenges
of increased competition, high penetration and termination rate cuts.
Unfavourable exchange rate movements reduced reported growth for the Group by
0.5%, whilst the net impact of acquisition and disposal activity and the
classification of the Group's associated undertaking in Belgium as held for sale
following announcement on 25 August 2006 of the agreement to sell the Group's
25% interest in Proximus to Belgacom, improved reported growth by 0.6%.

The Group recorded an impairment charge of £8,100 million in relation to the
carrying value of goodwill in the Group's operations in Germany (£6,700 million)
and Italy (£1,400 million) following an increase in long term interest rates,
along with increased price competition and continued regulatory pressures in 
the German market. The increase in long term interest rates, which led to higher
discount rates, resulted in a reduction in value of £3,700 million. The 
impairment charge was the primary reason for the operating loss of 
£2,952 million for the current period compared with an operating profit of 
£4,286 million for the six months to 30 September 2005.


EUROPE
                      Germany  Italy  Spain     UK  Other Eliminations  Europe      % change   
                                                                                 --------------
                           £m     £m     £m     £m     £m           £m      £m      £ Organic
Six months ended 
30 September 2006                                                                               
                                                                                             
Voice revenue           2,114  1,732  1,738  1,846  1,743         (167)  9,006   (2.4)   (0.7)
Messaging revenue         386    275    190    365    256          (14)  1,458    2.9     3.7
Data revenue              190     89    122    134     91          (23)    603   27.2    29.1
                       --------------------------------------------------------
Total service revenue   2,690  2,096  2,050  2,345  2,090         (204) 11,067   (0.4)    1.1
Acquisition revenue        71     57    153    120     56            -     457   (5.6)        
Retention revenue          17     20     62     29     46            -     174  (12.1)        
Other revenue              49      1      3     55     24            -     132  (12.0)        
                       --------------------------------------------------------
Total revenue           2,827  2,174  2,268  2,549  2,216         (204) 11,830   (1.0)    0.6
Interconnect costs       (363)  (326)  (349)  (489)  (437)         204  (1,760)  (3.1)   (1.1)
Other direct costs       (167)  (111)  (174)  (209)  (119)           -    (780)   5.0     6.4
Acquisition costs        (274)  (114)  (323)  (292)  (155)           -  (1,158)  (1.9)    0.6
Retention costs          (182)   (62)  (183)  (186)  (150)           -    (763)  (9.6)   (7.7)
Operating expenses       (578)  (433)  (426)  (588)  (536)           -  (2,561)   4.4     7.7
                       --------------------------------------------------------
EBITDA                  1,263  1,128    813    785    819            -   4,808   (2.1)   (1.6)
Acquired intangibles
  amortisation              -      -      -     (4)    (4)           -      (8) 166.7        
Purchased licence
  amortisation           (172)   (37)   (34)  (166)   (34)           -    (443)     -        
Depreciation and
  other amortisation     (367)  (252)  (194)  (297)  (255)           -  (1,365)  (4.6)
Share of result in
  associates                -      -      -      -      2            -       2  (33.3)
                       --------------------------------------------------------
Adjusted operating
  profit                  724    839    585    318    528            -   2,994   (1.5)   (2.7)
                       ========================================================
EBITDA margin            44.7%  51.9%  35.8%  30.8%  37.0%                40.6%               
                                                                                             
Six months ended 
30 September 2005                                                                               
                                                                                             
Voice revenue           2,225  1,816  1,546  1,864  1,923         (148)  9,226               
Messaging revenue         408    262    162    334    253           (2)  1,417               
Data revenue              128     81     89    119     84          (27)    474               
                       --------------------------------------------------------
Total service revenue   2,761  2,159  1,797  2,317  2,260         (177) 11,117               
Acquisition revenue        72     46    123    152     91             -    484               
Retention revenue          31     30     47     31     59             -    198               
Other revenue              49      5      1     68     27             -    150               
                       --------------------------------------------------------
Total revenue           2,913  2,240  1,968  2,568  2,437         (177) 11,949               
Interconnect costs       (394)  (366)  (323)  (438)  (472)         177  (1,816)               
Other direct costs       (144)  (122)  (155)  (180)  (142)            -   (743)               
Acquisition costs        (251)   (85)  (246)  (368)  (231)            - (1,181)               
Retention costs          (211)   (71)  (161)  (230)  (171)            -   (844)               
Operating expenses       (560)  (389)  (362)  (571)  (572)            - (2,454)               
                       --------------------------------------------------------
EBITDA                  1,353  1,207    721    781    849             -  4,911               
Acquired intangibles
  amortisation              -      -      -     (2)    (1)            -     (3)                
Purchased licence
  amortisation           (171)   (37)   (34)  (166)   (33)            -   (441)               
Depreciation and
  other amortisation     (407)  (247)  (158)  (293)  (326)            - (1,431)
Share of result in
associates                  -      -      -      -      3             -      3               
                       --------------------------------------------------------
Adjusted operating
  profit                  775    923    529    320    492             -  3,039               
                       ========================================================
EBITDA margin            46.4%  53.9%  36.6%  30.4%  34.8%                41.1%               
                                                                                             
                            %      %      %      %      %                                    
Change at constant                                                                           
exchange rates                                                                               
Voice revenue            (5.4)  (5.1)  11.9   (1.0)  (9.8)                                    
Messaging revenue        (5.8)   4.8   16.6    9.3    0.4                                    
Data revenue             48.4    8.3   36.2   12.6    8.3                                    
                        ----------------------------------
Total service revenue    (3.0)  (3.4)  13.5    1.2   (8.0)                                    
Acquisition revenue      (1.7)  22.5   24.4  (21.1) (39.6)                                    
Retention revenue       (46.4) (32.7)  29.9   (6.5) (22.0)                                    
Other revenue             0.3  (85.1)     -  (19.1) (11.1)                                    
                        ----------------------------------
Total revenue            (3.4)  (3.4)  14.7   (0.7)  (9.6)                                    
Interconnect costs       (8.4) (11.3)   7.6   11.6   (7.8)                                    
Other direct costs       15.2   (9.3)  11.6   16.1  (16.2)                                    
Acquisition costs         8.9   32.2   30.6  (20.7) (33.5)                                    
Retention costs         (14.3) (13.2)  13.2  (19.1) (12.8)                                    
Operating expenses        2.8   10.9   16.9    3.0   (7.0)                                    
                        ----------------------------------
EBITDA                   (7.0)  (7.0)  12.2    0.5   (4.0)                                    
Acquired intangibles
  amortisation              -      -      -  100.0      -                                     
Purchased licence
  amortisation              -      -      -      -  300.0                                    
Depreciation and
  other amortisation    (11.0)  (1.7)   18.0    1.4 (22.5)                                  
Share of result in
  associates                -      -      -      -      -                                   
                        ----------------------------------
Adjusted operating
  profit                (6.9)  (9.3)   10.0  (0.6)    7.3                                    
                        ==================================
EBITDA margin
  movement              (1.7)  (2.0)  (0.8)    0.4    2.2                                    
                                                                                             


--------------------------------------------------------------------------------------
                           Germany     Italy     Spain        UK     Other    Europe
KPIs                                                                                
Closing customers ('000)
          - 2006            29,622    19,337    14,024    16,287    16,257    95,527
          - 2005            28,259    17,884    12,418    15,764    16,630    90,955

Average monthly ARPU    
          - 2006             €22.3     €27.3     €35.9     £24.1     £21.9          
          - 2005             €24.4     €30.1     €37.1     £24.9     £23.5          
                                                                                    
Annualised blended churn (%)
          - 2006             21.4%     21.3%     28.9%     35.2%     26.3%          
          - 2005             18.5%     18.0%     21.2%     32.7%     23.7%          
                                                                                    
Closing 3G devices ('000)
          - 2006             2,724     2,830     1,739     1,348     1,726    10,367
          - 2005               815     1,044       315       438       695     3,307

Voice usage (millions of minutes)
         - 2006             15,593    15,737    14,511    14,786    14,120    74,747
         - 2005             12,784    14,337    11,507    13,747    13,927    66,302

See page 41 for definition of terms
--------------------------------------------------------------------------------------


The Europe region continues to be a challenging environment as a result of
intense competition from established mobile operators and new market entrants,
coupled with penetration rates exceeding 100% in many markets, and continuing
regulator-imposed rate reductions on incoming calls. The strategy for the region
is, therefore, to focus on stimulating additional voice and data usage in a way
that enhances customer value and revenue. This includes extending the current
mobile only offering by innovating and delivering total communications
solutions, whilst continuing to leverage regional scale to reduce the cost
structure.

Revenue

Total revenue fell slightly in the six months ended 30 September 2006,
consisting of a 0.6% growth on an organic basis and a 0.4% impact from
favourable exchange rate movements, offset by a 2.0% decline following the
disposal of the Group's operations in Sweden in January 2006. The organic growth
in total revenue arose from a 7.9% increase in the average customer base, driven
by competitively priced tariffs, successful promotions and innovative services,
partially offset by pressures on pricing and termination rate cuts. The
estimated impact of termination rate cuts and other non-recurring adjustments on
the growth in total revenue in the current period is as follows:

                                          Estimated impact of 
               Total revenue                 termination rate                                        
                   growth at                   cuts and other    
                    constant                   adjustments(1)      Underlying       Underlying
                    exchange     Impact of   on total revenue           total          service
                       rates     disposals             growth  revenue growth   revenue growth
                           %             %                  %               %                % 
Germany                (3.4)             -                3.6             0.2              0.7
Italy                  (3.4)             -                6.5             3.1              3.3
Spain                  14.7              -                4.9            19.6             18.9
UK                     (0.7)             -                0.3            (0.4)             1.6
Other Europe           (9.6)           9.8                3.2             3.4              5.0
Europe - Total         (1.4)           2.0                3.6             4.2              5.0

Note:

(1)  Revenue for certain arrangements is now presented net of associated
     direct costs


Service revenue increased by 1.1% on an organic basis due to growth in the
customer base, which was partially offset by a decline in ARPU. Reported growth
showed a slight decline, with strong growth in Spain and certain markets in
Other Europe offset by slight declines in Germany and Italy.

Competitive offerings have contributed to the growth in average customers in
Europe, with particularly strong rises in Spain and Greece, with the former also
benefiting from favourable mobile number portability results. A continuing focus
on customer retention has led to contract churn falling in many markets, whilst
prepaid churn has risen due to intensified competition from existing network
operators and new virtual network operators, as well as being influenced by
customer self-upgrades in a number of markets. In Spain and Other Europe, churn
has been impacted by certain one-off adjustments from a change in the
application of the Group's policy on customer disconnections. Excluding the
resulting one-off disconnections, blended churn would have been 20.3% and 24.5%
for Spain and Other Europe, respectively.

The service revenue growth in Spain resulted from the increase in the average
customer base, up 16.9% in the period, driven by successful promotions and
competitive tariffs, targeted at both the consumer and business segments. This
growth was complemented by a strong handset portfolio which has resulted in more
than 60% of gross additions joining as 3G customers, and led to a market leading
share of net additions in the first half of the financial year. In Other Europe,
service revenue growth was 2.1% excluding the impact of the disposal of Sweden,
mainly due to service revenue growth in Greece and Portugal of 4.0% and 5.1%
respectively, in local currency, primarily resulting from increases in
respective customer bases, offset by a small decline in the Netherlands,
principally from the impact of a termination rate cut. The decreases in service
revenue experienced in Germany and Italy were driven by termination rate cuts
and the impact of competition. The underlying trend was relatively stable in
Germany, whilst in Italy the trend improved when comparing year on year growth
in the second quarter of the period to the first quarter. Voice usage in Italy
benefited from a successful summer promotion for which 2.8 million customers
registered. The voice promotion allowed customers to make free voice calls to
other Vodafone customers for a monthly fee.

Both Germany and the UK recently announced tariff changes to maintain
competitiveness in their respective marketplaces. In Germany, larger and better
value bundles, which now include calls to customers of other mobile operators
and new flat rate plans with unlimited calls and text messages to other Vodafone
and fixed line customers, are now available. These tariff changes contributed to
the impairment loss in Germany in the period. In the UK, bigger bundles with
more choice are available for contract customers that allow them to add extra
minutes, extra texts or extra entertainment, without adding anything extra to
the cost of their bill.

Voice revenue

Demand stimulation initiatives and targeted promotions, along with the growth in
the customer base, led to a 19.9% increase in outgoing voice minutes on an
organic basis. In particular, Vodafone Zuhause in Germany and Vodafone Casa in
Italy, which promote fixed to mobile substitution in the home, and summer
promotions in Spain and in Italy, all contributed to strong growth in outgoing
minutes to both fixed line numbers and other Vodafone customers. These
additional voice minutes contributed to interconnect costs falling as a
percentage of voice revenue. Total voice usage in the UK increased due to the
ongoing impact of the Stop the Clock proposition and an offer to prepaid
customers, launched in July 2006, providing free weekend calls and text messages
if they spend a minimum amount during weekdays. This offer had benefited more
than 600,000 customers by 30 September 2006.

This increased voice usage was partially offset by the impact of pricing
pressures from increased competition and resulted in a 2.6% increase in outgoing
voice revenue compared with the same period last year, excluding the impact of
the disposal of the Swedish operation.

Incoming voice revenue decreased as growth in incoming voice minutes from other
mobiles was more than offset by termination rate cuts in many of the markets in
the Europe region. In Italy, termination rates were reduced from 12.1 eurocents
per minute to 11.2 eurocents per minute in July 2006 and the regulator has
indicated further reductions in both July 2007 and 2008. A further termination
rate cut has been announced in Spain, with a cut of 7% to 11.35 eurocents per
minute effective from October 2006, along with a target to lower the average
rate to 7 eurocents per minute by April 2009.

The volume of roaming minutes increased by 15.9% on an organic basis compared
with the same period last year, driven by an increased customer base and the
success of Vodafone Passport, which enables customers to take their domestic
price plan abroad for a small connection fee per call. Data for June and July
2006 showed that Vodafone Passport customers paid approximately 50% less per
minute for their voice roaming calls when compared to the average cost of
roaming in the summer of 2005. Roaming revenue increased by 0.4%, excluding the
impact of the disposal of the Swedish operations, as price declines were offset
by higher usage. The average cost of a voice roaming call for these customers is
now below 45 eurocents per minute. At 30 September 2006, almost 9 million
customers in the Group's controlled operations in the Europe region had signed
up to Vodafone Passport.

Total voice revenue decreased by 2.4% as the decline in incoming revenue
outweighed the revenue from increased outgoing voice traffic. On an organic
basis, voice revenue decreased by 0.7% compared with the same period last year,
which includes a 3.3% decline from the impact of termination rate cuts.

Non-voice revenue

Messaging revenue rose by 2.9%, or 3.7% on an organic basis. This increase was
mainly attributable to increased messaging volumes in Spain and the UK where
increased average customer bases, competitively priced offerings and targeted
promotions encouraged usage growth. In Germany, the success of voice offerings
impacted messaging volumes resulting in a small decline in messaging revenue.

Data revenue increased by 27.2%, or 29.1% on an organic basis, with the primary
driver being an additional 7.1 million 3G devices registered on the Group's
networks since 30 September 2005, bringing the total to 10.4 million devices,
and in particular, the increase in devices in the business segment. Particularly
strong growth was experienced in Germany and Spain where specific promotions
encouraged increased usage, whilst both of these markets benefited from growth
in the use of Vodafone Mobile Connect data cards. The business segment is the
impetus behind this growth in data usage with a number of markets offering flat
rate tariff options. Additionally, the launch of HSDPA technology in six
European markets assisted in increasing penetration of Vodafone Mobile Connect
data cards and has also resulted in their increased usage. In Italy and the UK,
70% and 60%, respectively, of all Vodafone Mobile Connect data cards sold are
now HSDPA enabled. In the consumer segment, Germany has had particular success
from bundling data services with a new contract tariff which encourages data
usage by offering free mobile TV, surfing the Vodafone live! portal and music
downloads for a flat fee each month.

Adjusted operating profit

Adjusted operating profit fell by 1.5%, or 2.7% on an organic basis with the
disposal of Sweden being the primary difference, whilst the EBITDA margin
decreased by 0.5 percentage points, or by 0.9 percentage points on an organic
basis. Growth in operating expenses was the principal driver for the reduction
in the EBITDA margin. However, this was partially offset by an improvement in
operating expenses for common functions, excluding certain non-recurring items,
as discussed on page 16. Increased centralisation of functions, which is
expected to demonstrate benefits over time, higher marketing and distribution
costs, including additional investment in publicity and Vodafone's own direct
sales channels, and a higher charge for the use of brand and related trademarks
in Italy, have all contributed to higher operating expenses.

Acquisition and retention costs have remained relatively stable on an organic
basis, with increases in the volume of additions in Italy, and additions and
upgrades in Spain, being offset by a reduction in sales in the indirect channel
in the UK and changes to the sales mix in Greece and the Netherlands. The small
rise in interconnect costs on an organic basis was driven by the increase in
outgoing call volumes, partially offset by decreases in termination rates and by
an improving outgoing call mix.

In Germany, the EBITDA margin was impacted by additional intercompany recharges,
presented within operating expenses, from the centralisation of data centre
operations, which were offset by a similar reduction in depreciation expense. A
higher proportion of contract additions in the indirect sales channel offset by
lower interconnect costs from the termination rate cut also contributed to the
fall in the EBITDA margin. Excluding restructuring costs of £11 million and the
impact of the data centre change, operating expenses fell due to cost
efficiencies.

Higher charges for brand and related trademarks in Italy, introduced in the
second half of the previous financial year, reduced the EBITDA margin by
approximately 1.0 percentage point. Centralisation of the local data centre in
the second quarter of the current financial year and additional publicity
expenditure also impacted the margin.

In Spain, a higher proportion of contract additions and higher total gross
additions were the main drivers in the 0.8 percentage point reduction in the
EBITDA margin. Operating expenses were broadly stable as a percentage of
revenue.

Increased voice usage, with a rise in the proportion of calls made to customers
of other mobile networks, has led to a rise in interconnect costs in the UK,
though the impact on EBITDA margin was offset by savings from targeted
acquisition and retention investment. Savings in operating expenses from
continuous cost reduction have been reinvested, particularly in increased
publicity spending.

In October 2006, Vodafone agreed terms with Phones 4u, a leading independent
mobile retailer in the UK, to be the exclusive third party retailer for Vodafone
contract customers in the UK high street. As a result, indirect connection
commissions in the second half of the current financial year are expected to be
similar to those in the same period in the previous financial year.  Vodafone
expects to deliver greater value to customers acquired through the indirect
channel through a closer working relationship with Phones 4u and better targeted
propositions.

On an organic basis, adjusted operating profit in Other Europe grew by 2.5%,
whilst the EBITDA margin was broadly stable.

Europe targets

The Group has set targets in respect of revenue market share, operating expenses
and capitalised fixed asset additions. The operating expense and capitalised
fixed asset additions targets relate to the Europe region and common functions
in aggregate. Progress against the revenue market share target is measured by
tracking performance in Germany, Italy, Spain and the UK against the Group's
principal competitors. The targets are detailed in the Outlook on page 6.

During the first half of the 2007 financial year, the implementation of a range
of group wide initiatives and cost saving programmes commenced, designed to
deliver savings in the 2008 financial year and beyond. The key initiatives are
as follows:

* The application development and maintenance initiative is focusing on driving
  cost and productivity efficiencies through outsourcing the application
  development and maintenance for key IT systems. In October 2006, the Group
  announced that EDS and IBM had been selected to provide application 
  development and maintenance services to separate groupings of operating 
  companies within the Vodafone Group and terms were agreed with EDS and IBM on 
  2 November 2006. The Group currently anticipates that this initiative will 
  result in greater economies of scale and improved quality of software 
  produced, as well as greater flexibility, leading to the faster rollout of 
  more varied services to customers.

* The supply chain management initiative focuses on centralising network related
  supply chain management activities and leveraging Vodafone's scale in 
  purchasing activities. Through the standardisation of designs and driving 
  scale strategies in material categories, the Group is aiming to increase 
  the proportion of purchasing performed globally. In the core networks area, 
  the Group is introducing new suppliers and alternative transmission 
  technologies aimed at reducing costs.

* The IT operations initiative has created a shared service organisation to
  support the business with innovative and customer focused IT services. This
  organisation is aiming to consolidate localised data centres into regionalised
  northern and southern centres and to consolidate hardware, software, 
  maintenance and system integration suppliers to provide high quality IT 
  infrastructure, services and solutions.

* The Group has commenced a three year business transformation programme to
  implement a single integrated operating model, supported by a single ERP 
  system covering HR, finance and supply chain functions. The programme is 
  expected to provide improved information for decision making and reduced 
  operating costs in the longer term, though additional investment, including 
  restructuring expenditure, will be required in the near term.

* In summer 2006, the Group undertook a review of the organisation and of its
  central functions and the balance between Group and locally managed 
  activities, resulting in operating expenditure savings and the reduction of 
  over 500 positions in the corporate centre.

* Many of the Group's operating companies are participating in external
  benchmarking studies and using the results to target local cost reductions.
  Initiatives that have been implemented to date include reductions to planned
  network rollout, outsourcing and off shoring of customer services operations,
  property rationalisation, replacing leased lines with owned transmission,
  network site sharing and renegotiation of supplier contracts and service
  agreements.

Mobile Plus strategy

To encourage further revenue growth within the Europe region, the Group
announced in May 2006, as part of the Group's Mobile Plus strategy, the
intention to focus on extending Vodafone's service offerings in the home and in
the office, including the provision of DSL.

The Vodafone At Home proposition is a series of initiatives and tariffs aimed at
generating additional mobile usage in the home area by specifically targeting
the substitution of fixed line usage to mobile. The offerings in Germany,
Vodafone Zuhause, and in Italy, Vodafone Casa, proved popular, with 1,378,000
and 362,000 customers respectively by the end of September 2006. These customers
are generating higher voice usage and ARPU than previously, demonstrating the
success of this proposition. Vodafone Casa was also launched in Portugal in
October 2006.

Vodafone Office is an office-based proposition that provides alternatives to the
fixed line network, by offering the opportunity to reduce the number of fixed
desk phones and encouraging fixed to mobile substitution in the office. A closed
user group tariff, allowing employees to call each other for a flat monthly fee,
is a key part of the offer. The number of Oficina Vodafone customers in Spain at
the end of September 2006 was 713,000.

In the second quarter of the financial year, it was announced that these
services would be expanded to include a DSL option in conjunction with Arcor,
the Group's fixed line operator in Germany, and Fastweb, Italy's leading
alternative broadband provider.

During September 2006, Vodafone UK announced a partnership with BT for the
provision of fixed line and DSL services, which will be available to Vodafone
consumer contract customers in early 2007.

Vodafone Germany has also signed an agreement with an advertising agency as an
initial step in facilitating revenue generation from advertising on the Vodafone
live! portal.

 
EMAPA 
                                   Middle
                                     East
                         Eastern   Africa         Associates Associates                                 
                          Europe   & Asia Pacific         US      Other   EMAPA       % change
                                                                                 --------------
                              £m       £m      £m         £m         £m      £m      £ Organic
Six months ended
30 September 2006                                                                                
                                                                                              
Voice revenue                951    1,027     458                         2,436   50.7    19.6
Messaging revenue            147       66     118                           331   68.9    28.2
Data revenue                  25       11      20                            56   47.4    38.3
Fixed line and DSL
  revenue                      -       34       -                            34      -       -
                        -------------------------------------------------------
Total service revenue      1,123    1,138     596                         2,857   54.4    20.8
Acquisition revenue           23      105      48                           176   46.7        
Retention revenue              8        -       -                             8  100.0        
Other revenue                  8        4      22                            34   (2.9)        
                        -------------------------------------------------------
Total revenue              1,162    1,247     666                         3,075   53.1    20.8
Interconnect costs          (217)    (178)   (125)                         (520)  47.7    22.0
Other direct costs          (141)    (112)   (100)                         (353)  73.9    14.9
Acquisition costs            (91)    (144)    (78)                         (313)  51.2    19.9
Retention costs              (31)     (36)    (24)                          (91) 111.6    88.6
Operating expenses          (278)    (246)   (174)                         (698)  47.6    12.6
                        -------------------------------------------------------
EBITDA                       404      531     165                         1,100   50.5    23.1
Acquired intangibles
  amortisation              (127)     (61)     (1)                         (189) 285.7
Purchased licence
  amortisation                (8)      (9)     (7)                          (24) (20.0)
Depreciation and other
  amortisation              (151)    (122)    (91)                         (364)  35.8
Share of result in
  associates                   -        -       -      1,015        390   1,405   20.3    23.7
                        -------------------------------------------------------
Adjusted operating
  profit                     118      339      66      1,015        390   1,928   24.2    26.1
                        =======================================================

EBITDA margin               34.8%    42.6%   24.8%                         35.8%               

                                                                                              
Six months ended 
30 September 2005                                                                                
                                                                                              
Voice revenue                513      643     460                         1,616               
Messaging revenue             59       37     100                           196               
Data revenue                  14        5      19                            38               
Fixed line and DSL
  revenue                      -        -       -                             -               
                        -------------------------------------------------------
Total service revenue        586      685     579                         1,850               
Acquisition revenue           22       64      34                           120               
Retention revenue              4        -       -                             4               
Other revenue                  6        6      23                            35               
                        -------------------------------------------------------
Total revenue                618      755     636                         2,009               
Interconnect costs          (130)    (104)   (118)                         (352)               
Other direct costs           (35)     (68)   (100)                         (203)               
Acquisition costs            (62)     (87)    (58)                         (207)               
Retention costs              (18)     (15)    (10)                          (43)               
Operating expenses          (139)    (151)   (183)                         (473)               
                        -------------------------------------------------------
EBITDA                       234      330     167                           731               
Acquired intangibles
  amortisation               (49)        -       -                          (49)               
Purchased licence 
  amortisation                (6)    (16)    (8)                            (30)               
Depreciation and other
  amortisation               (89)    (78)  (101)                           (268)               
Share of result in
  associates                   -        -       -        772        396   1,168               
                        -------------------------------------------------------
Adjusted operating
  profit                      90      236      58        772        396   1,552               
                        =======================================================

EBITDA margin               37.9%    43.7%   26.3%                         36.4%               

                               %        %       %          %          %                       
Change at constant                                                                            
  exchange rates                                                                                
Voice revenue               88.9     66.2     7.0                                             
Messaging revenue          149.2     83.3    28.3                                             
Data revenue                78.6    120.0    11.1                                             
Fixed line and DSL
  revenue                      -        -       -                                             
                        --------------------------
Total service revenue       95.1     72.9    10.6                                             
Acquisition revenue          4.5     78.0    45.5                                             
Retention revenue          100.0        -       -                                             
Other revenue               33.3    (20.0)    4.8                                             
                        --------------------------
Total revenue               91.1     72.7    12.1                                             
Interconnect costs          69.5     79.8    12.6                                             
Other direct costs         314.7     72.3     7.5                                             
Acquisition costs           51.7     75.6    41.8                                             
Retention costs             72.2    140.0   166.7                                             
Operating expenses         104.4     70.8     1.2                                             
                        --------------------------
EBITDA                      74.9     68.0     6.5                                             
Acquired intangibles
  amortisation             159.2        -       -                                             
Purchased licence
  amortisation              60.0    (43.8)      -                                             
Depreciation and other
  amortisation              73.6     62.7    (3.2)                                             
Share of result in
  associates                   -        -       -       33.7       (0.8)                       
                        ------------------------------------------------
Adjusted operating
  profit                    31.1     50.7    24.5       33.7       (0.8)                       
                        ================================================
EBITDA margin movement      (3.2)    (1.2)   (1.3)                                             
                                                                                              


 
                                              2006                                      2005
                     -------------------------------------------     -----------------------------------------
                                              Middle                                          Middle
                                                East                                            East
                                 Eastern      Africa                             Eastern      Africa
KPIs                 Pacific      Europe      & Asia       EMAPA     Pacific      Europe      & Asia     EMAPA
                     -------------------------------------------     -----------------------------------------
Closing customers
  ('000)               5,423      25,879      24,169      55,471       5,059      11,119      13,266    29,444
Average monthly ARPU   £18.5        £9.3        £6.9                   £19.8       £10.8       £10.0        
Annualised blended
  churn (%)             40.7%       21.2%       45.1%                   39.5%       24.1%       19.5%
3G devices ('000)        534           2           -         536          17           -           -        17
Voice usage
  (millions of                                                                        
  minutes)             5,402      15,296      17,204      37,902       4,583       5,873       7,319    17,775

See page 41 for definition of terms

Vodafone's strategy in the EMAPA region is to build on the Group's strong track
record of creating value in emerging markets, having delivered strong
performances over time in markets such as Egypt and South Africa. Selective
opportunities will be sought to increase the Group's emerging markets footprint
as well as taking opportunities to increase stakes in existing markets, with a
view to gaining control where possible over time.

EMAPA continues to perform strongly, principally driven by the emerging markets,
and has benefited from the prior year acquisitions in the Czech Republic and
India, as well as the stake increases in Romania and South Africa. However,
reported growth has been impacted by adverse exchange rate movements.

On 24 May 2006, the Group completed the acquisition of the trade and assets of
Telsim, the number two operator in Turkey, from the Turkish Savings and Deposit
Insurance Fund, for consideration of approximately US$4.7 billion. The results
of Telsim are included in Eastern Europe from the completion date.

Revenue

Total revenue increased by 53.1%, or 20.8% on an organic basis, driven by
organic service revenue growth of 20.8%. The impact of the acquisitions in the
Czech Republic, India and Turkey, as well as the stake increases in Romania and
South Africa, increased reported revenue growth by 39.0%, with the impact of
unfavourable exchange rate movements of 6.7% accounting for the remaining
difference between reported and organic growth.

A 33.9% organic increase in average customers, or 93.8% including the impact of
acquisitions and stake increases, along with the success of usage stimulation
initiatives, were the primary reasons for the increase in service revenue,
offset by declining ARPU in a number of markets from the increasing proportion
of lower usage prepaid customers. Particularly strong customer growth was
achieved in Eastern Europe and Middle East, Africa and Asia, where markets are
typically less penetrated than in Western Europe or the Pacific area.

Eastern Europe

In Eastern Europe, the acquisitions in the Czech Republic, Romania and Turkey
were the key drivers of growth in service revenue.

In the Czech Republic, an introductory offer to try Vodafone's services for
free, a summer promotion for new customers and the launch of new consumer and
business tariffs, all contributed to an increase in customers and 14.4% growth
in service revenue in local currency, assuming the Group's equity interest is
reflected in the whole of the previous period.

The launch of an innovative proposition in Romania, which provides more
flexibility for prepaid customers by allowing the validity period of SIM cards
between top ups to be extended, has had a significant positive impact on prepaid
churn and, along with continued customer growth and a 2.0% rise in ARPU,
contributed to a 31.3% organic increase in local currency service revenue. The
expansion of the 3G network, targeted promotional offers, the launch of HSDPA
and increased sales of Vodafone Mobile Connect data cards led to strong growth
in data revenue in Romania and consolidated Vodafone's market leadership in the
business segment.

The Group's acquisition in Turkey has performed ahead of the Group's
expectations at the time of the completion of the auction. Improving network
quality has contributed to 11.4% customer growth in a little over four months
since acquisition and combined with some tariff increases has led to strong
revenue growth.

Middle East, Africa and Asia

Underlying service revenue growth in the Group's operations in the Middle East,
Africa and Asia was also strong.

A combination of usage initiatives and tariff changes in the prepay market
contributed to the local currency service revenue growth of 40.2% in Egypt.

The launch of several products, services and promotions, including new prepaid
top-up packages, new bundled tariffs and Vodafone Simply, contributed to 24.9%
organic growth in the customer base of Vodacom and its subsidiaries, and drove a
20.8% organic rise in service revenue. The growth in the customer base excluded
the impact of a change in the application of the disconnection policy. Excluding
the resulting one-off disconnections, blended churn for Middle East, Africa and
Asia would have been 36.9% in the current period, which was higher than in the
previous period following the impact of the Group's acquisition in India.

The newly acquired interest in Bharti Airtel, which operates in India and is
accounted for as a joint venture, continued to perform well, with strong growth
in customer numbers and revenue.

Pacific

Service revenue growth in the Group's operations in the Pacific area was
impacted by a decrease in New Zealand's service revenue due to increased
competition and a termination rate cut at the end of the last financial year.
Excluding the impact of the termination rate cut, service revenue for the
Pacific area would have increased by 4.5%. In Australia, local currency service
revenue growth of 16.1% was achieved from the rise in the customer base, strong
prepaid usage and a focus on higher value customers, particularly with new
connections of contract customers, contributing to an increase in ARPU.

Adjusted operating profit

Adjusted operating profit increased by 24.2%, or 26.1% on an organic basis, with
the impact of unfavourable exchange rate movements impacting growth by 2.7%. The
net impact of the acquisitions, disposals and stake increases improved reported
growth by 0.8%. The EBITDA margin fell by 0.6 percentage points principally due
to the lower margins of the newly acquired operations and increased by 0.7
percentage points on an organic basis.

The acquisitions in the Czech Republic, India and Turkey, and the stake
increases in South Africa and Romania, led to the rise in acquired intangibles
amortisation. These acquisitions, combined with the continued expansion of
network infrastructure in the region, including 3G and HSDPA upgrades, led to
the rise in depreciation charges.

Eastern Europe

The impact of the newly acquired operations led to a 3.1 percentage point
decrease in the EBITDA margin in Eastern Europe. An annual regulatory fee in
Turkey amounting to 15% of revenue impacted direct costs in the current period.
Loyalty programmes were made available through indirect channels in Romania,
leading to a strong positive impact on churn along with increased investment in
retention. The decrease in margin was partly offset by a reduction in
acquisition costs in Romania which resulted from a higher proportion of sales
made through direct channels.

Middle East, Africa and Asia

The EBITDA margin in Egypt was broadly stable despite the significant customer
and revenue growth which, combined with a modest increase in depreciation
expense, led to strong operating profit growth.

Growth in reported operating profit in South Africa was impacted by 9.0% from
adverse exchange rate movements. Despite increased competition and focused
investment in retention activities, the EBITDA margin was broadly stable due to
savings in operating expenses.

Pacific

Investment in higher value customers in Australia, particularly targeted at the
contract segment, led to an improvement in revenue and lower contract churn, and
was the key driver in an increase in local currency EBITDA and adjusted
operating profit, although the additional investment contributed to a fall in
the EBITDA margin in both Australia and the Pacific area as a whole.

Associates
                                 2006                       2005                  % change 
                      --------------------------- --------------------------- -----------------
                       Verizon                     Verizon                     Verizon  Verizon
                      Wireless    Other     Total Wireless    Other     Total Wireless Wireless
                            £m       £m        £m       £m       £m        £m        £        $
                      --------------------------- --------------------------- -----------------
Share of result of
  associates                                                                                     
Operating profit         1,214      563     1,777      952      576     1,528     27.5     29.7
Interest                   (94)      (7)     (101)    (100)     (12)     (112)    (6.0)    (4.5)
Tax                        (73)    (166)     (239)     (54)    (176)     (230)    35.2     37.0
Minority interest          (32)       -       (32)     (26)       8       (18)    23.1     27.2
                      --------------------------- --------------------------- 
                         1,015      390     1,405      772      396     1,168     31.5     33.7
                      =========================== ===========================

Verizon Wireless (100% basis)   
                                                                                
Total revenue (£m)      10,327                       8,891                                     
EBITDA margin (%)         38.7%                       37.1%                                     
Closing customers
  ('000)                56,747                      49,291                                   
Average monthly ARPU
  ($)                     52.6                        51.6                                   
Blended churn (%)         14.2%                       15.1%                                     
Non-voice revenue as                                                                           
  a percentage
  of service revenue (%)  12.9%                        7.5%                                   
                                                                                            

The US market produced another period of strong customer growth, with
penetration reaching an estimated 75% at 30 September 2006. Verizon Wireless,
the Group's associated undertaking in the US, continued to perform well,
achieving an estimated 38% share of net additions in the period, whilst
maintaining its US mobile telecommunications industry leading EBITDA margin
position. The strong net additions performance was achieved through a
combination of growth in the number of new customer additions and lower customer
churn driven by improvements in customer loyalty. The resulting increase in the
customer base together with an increase in ARPU led to a 17.9% growth in service
revenue. ARPU growth was driven by the success of data services, with Verizon
Wireless leveraging the strength of its wireless data product portfolio and
wireless broadband ('EV-DO') network coverage by obtaining exclusive handset
distribution rights for iconic handsets in the US.

Cost and revenue initiatives led to an improvement in the adjusted operating
profit margin. The Group's share of the tax attributable to Verizon Wireless for
the six months ended 30 September 2006 relates only to the corporate entities
held by the Verizon Wireless partnership. The tax attributable to the Group's
share of the partnership's pre-tax profit is included within the Group tax
charge.

Verizon Wireless consolidated its spectrum position during the six month period
with the acquisition of spectrum covering the eastern half of the US and Hawaii
for $2.8 billion, through the FCC's Advanced Wireless Services auction which
completed on 18 September 2006, licences for which are expected to be granted in
late 2006 or early 2007.

The Group's associated undertakings in EMAPA have been impacted by intense
competition and reductions in termination rates, similar to the experience of
the Groups' businesses in the Europe region, which has had a negative impact on
revenue and margins. SFR, the Group's associated undertaking in France, reported
slight growth in revenue due to good customer and usage growth offset by the
aforementioned pressures, but a marginal decrease in operating profit,
principally as a result of additional overheads to support both customer growth
and increased licence fees.

Vivendi Universal reports its third quarter results including those of SFR on 16
November 2006.

Investments

China Mobile, in which the Group has a 3.27% stake and is accounted for as an
investment, increased its customer base by 10.2% in the period to 287.1 million.
Dividends of £57 million were received in the six months ended 30 September
2006.

Other

Financial Highlights          2006                            2005                 % change
                  ------------------------------ ---------------------------- --------------------
                      Common      Other             Common      Other            Common      Other
                   Functions Operations    Total Functions Operations   Total Functions Operations
                          £m         £m       £m        £m         £m      £m         £          £
                  ------------------------------ ---------------------------- 
Revenue                   86        706      792        70        622     692      22.9       13.5
Direct costs               -       (376)    (376)        -       (343)   (343)        -        9.6
Operating expenses       122       (204)     (82)      112       (196)    (84)      8.9        4.1
                  ------------------------------ ---------------------------- 
EBITDA                   208        126      334       182         83     265      14.3       51.8
Depreciation and                                                                                  
  other amortisation     (72)       (43)    (115)      (29)       (45)    (74)    148.3       (4.4)
                  ------------------------------ ---------------------------- 
Adjusted operating
  profit                 136         83      219       153         38     191     (11.1)     118.4
                  ============================== ============================

Common functions represents the results of Partner Markets and the net result of
unallocated central Group costs and recharges to the Group's operations.
Adjusted operating profit has been impacted in the current period by
restructuring costs incurred in the central functions, principally marketing and
technology, which amounted to £30 million.

Other operations comprise the Group's interest in the fixed line
telecommunications business in Germany, Arcor. In local currency, Arcor's
revenue increased by 13.1%, primarily due to customer and usage growth,
partially offset by tariff decreases in a competitive market. The incumbent
fixed line market leader continued to drive intensive competition, although
Arcor further strengthened its position as the main competitor. Contract ISDN
voice customers increased in the current period by 58%, to 1,765,000, and DSL
customers by 80%, to 1,554,000. Together with an additional 122,000 DSL-R
customers, which is a DSL product from Deutsche Telekom resold under the Arcor
brand in areas where Arcor does not have a fixed line infrastructure, Arcor
increased its share of the DSL market to 12%. Revenue growth and cost
efficiencies led to an improvement in the EBITDA margin to 17.8%.

In October 2006, the Group announced an organisational change to its New
Business and Innovation team. This will result in Arcor becoming part of the
Europe region. The Group's preliminary announcement of results for the year
ending 31 March 2007 will present restated trading results for the Europe region
reflecting this change.

FINANCIAL UPDATE

INCOME STATEMENT

Investment income and Financing costs
                                                            Six months to Six months to
                                                             30 September  30 September
                                                                     2006          2005
                                                                       £m            £m

Investment income                                                     425           165
Financing costs                                                      (813)         (540)
                                                            ------------- --------------
                                                                     (388)         (375)
                                                            ============= ==============
Analysed as:                                                                           
- Net financing costs before dividends from investments              (264)         (141)
- Potential interest charges arising on settlement of
  outstanding tax issues                                             (202)         (124)
- Changes in fair value of equity put rights and similar
  arrangements (see note 5)                                            21          (151)
- Dividends from investments                                           57            41
                                                            ------------- --------------
                                                                     (388)         (375)
                                                            ============= ==============

Net financing costs before dividends from investments increased by 87.2% to £264
million following an increase in average net debt of 21.5%, a change in the
currency mix, higher interest rates for euro and US dollar denominated debt and
adverse mark to market adjustments on financial instruments in the current
financial year. At 30 September 2006, the provision for potential interest
charges arising on settlement of outstanding tax issues was approximately £1.0
billion.

Taxation
                                                          Six months to   Six months to
                                                           30 September    30 September
                                                                   2006            2005
                                                                     £m              £m

Tax on (loss)/profit                                              1,218           1,282
Share of associated undertakings' tax                               240             232
Tax on items not related to underlying business performance           2               -
                                                            ------------- --------------
Adjusted tax on (loss)/profit                                     1,460           1,514
                                                            ============= ==============

(Loss)/profit before tax                                         (3,330)          3,911
Adjustments:                                                                        
- Share of associated undertakings' non-operating income             (6)            (19)
- Impairment losses                                               8,100             515
- Other income and expense                                           (1)              -
- Non-operating income and expense                                  (10)              -
- Change in fair value of equity put rights and similar
  arrangements                                                      (21)            151
- Foreign exchange(1)                                                (8)              -
                                                            ------------- --------------
Adjusted profit before tax                                        4,724           4,558
Add: Share of associated undertakings' tax and minority
  interest                                                          271             250
                                                            ------------- --------------
Adjusted profit before tax for the purpose of calculating
  adjusted effective tax rate                                     4,995           4,808
                                                            ============= ==============
Adjusted effective tax rate                                        29.2%           31.5%
                                                            ============= ==============
Note:

(1)  Comprises foreign exchange differences reflected in the income statement in
     relation to certain intercompany balances, and the foreign exchange 
     differences on financial instruments received as consideration in the 
     disposal of Vodafone Japan to SoftBank, which completed in April 2006.


The adjusted effective tax rate for the six months ended 30 September 2006 was
29.2% compared with 31.5% for continuing operations in the prior period. This is
based on the expected effective tax rate for the year ending 31 March 2007 of
around 30%, which is lower than the Group's long term effective tax rate as a
result of one-off events noted below.

During the period, the Group pursued an opportunity to claim additional tax
deductions introduced by the Italian government, resolved a number of historic
tax issues following discussions with tax authorities, and has not made
additional provision for the ongoing UK CFC enquiry.

The Group continues to maintain its existing provision in respect of the ongoing
enquiry by HM Revenue & Customs with regard to application of the UK CFC
legislation to the Group, as described in the Group's Annual Report for the year
ended 31 March 2006. A recent judgment in a similar case in the European Court
of Justice has provided guidance to the UK courts but it may be some time
before the enquiry is finally resolved.

Discontinued operations

On 17 March 2006, the Group announced that an agreement had been reached to sell
its 97.7% interest in Vodafone Japan to SoftBank. This resulted in the Group's
operations in Japan being classified as an asset held for sale and being
presented as a discontinued operation in the 2006 Annual Report. The disposal
was completed on 27 April 2006.

The loss includes the cumulative exchange differences previously recognised in
other recognised income and expense from 1 April 2004 through to 27 April 2006.

                                                 Six months to
                                                  30 September 
                                                          2006
                                                            £m

Profit for the period from operations                      111  
Loss on disposal(1)                                       (747)  
Taxation                                                   145  
                                                         ------
Loss from discontinued operations                         (491)  
                                                         ======

Note:

(1)  Includes £794 million of foreign exchange differences transferred to the
     income statement on disposal

(Loss)/earnings per share from continuing operations

Adjusted earnings per share increased by 17.7% from 5.08 pence to 5.98 pence for
the six months ended 30 September 2006. Basic earnings per share from continuing
operations fell from 4.07 pence to a loss per share of 8.02 pence for the
current period.

Adjusted earnings per share is stated before charges of 14.08 pence per share in
relation to an impairment of the carrying value of goodwill and credits of 0.03
pence per share for non-operating income, 0.04 pence per share for the change in
fair value of equity put rights and similar arrangements and 0.01 pence per
share for other items.

Total shareholder returns

Dividends

The Company provides returns to shareholders through dividends. The Company has
historically paid dividends semi-annually, with a regular interim dividend in
respect of the first six months of the financial year payable in February and a
final dividend payable in August. The directors expect that the Company will
continue to pay dividends semi-annually.

In considering the level of dividends, the Board takes account of the outlook
for earnings growth, operating cash flow generation, capital expenditure
requirements, acquisitions and divestments, together with the amount of debt.
Accordingly, the directors announce an interim dividend of 2.35 pence per share,
representing a 6.8% increase over last year's interim dividend. The Board has
also indicated that its ongoing target dividend pay-out ratio is approximately
60%, being the interim and proposed final dividends per share as a percentage of
adjusted earnings per share from continuing operations. The pay-out ratio for
the 2006 financial year was 60%.

The ex-dividend date is 22 November 2006 for ordinary shareholders, the record
date for the interim dividend is 24 November 2006 and the dividend is payable on
2 February 2007.

Special distribution of £9 billion

On 17 March 2006, the Group stated that it would make a special distribution to
shareholders of approximately £6 billion. Through targeting a low single A
credit rating, on 30 May 2006 the Group announced that it would return a further
£3 billion to shareholders, resulting in a total distribution of approximately
£9 billion in the form of a B share arrangement. This equated to 15 pence per
share.

The B share arrangement was approved at an Extraordinary General Meeting of the
Company on 25 July 2006. Payment in respect of redemption of the B share
arrangement was made in August 2006 and all but £33 million of the total amount
payable had been settled as at 30 September 2006. During such time that the
remaining B shares are outstanding, they will accrue a non-cumulative dividend
at the rate of 75% of sterling LIBOR, payable semi-annually in arrears until
redemption. The Company has the right to redeem all remaining B shares by 5
August 2008.

Other returns

As a result of targeting a lower credit rating and the £9 billion special
distribution, the Group has no current plans for further share purchases or
other one off shareholder returns. The Board will periodically review the free
cash flow, anticipated cash requirements, dividends, credit profile and gearing
of the Group and consider additional shareholder returns.

Cash flows and funding

During the six months ended 30 September 2006, net cash inflow from operating
activities fell by 18.2% to £4,975 million and generated £2,947 million of free
cash flow, as analysed in the following table:

                                                 Six months to  Six months to
                                                  30 September   30 September
                                                          2006           2005             
                                                            £m             £m           %

Net cash inflow from operating activities                4,975          6,084       (18.2)
  - Continuing operations                                4,840          5,227        (7.4)
  - Discontinued operations                                135            857             
Add: Taxation                                            1,217            667             
Purchase of intangible fixed assets                       (298)          (252)             
Purchase of property, plant and equipment               (1,892)        (2,328)             
Disposal of property, plant and equipment                   11             10             
                                                        ------         ------
Operating free cash flow                                 4,013          4,181        (4.0)
  - Continuing operations                                4,021          3,761         6.9
  - Discontinued operations                                 (8)           420             
Taxation                                                (1,217)          (667)             
Dividends received from associated undertakings(1)         371            375             
Dividends paid to minority shareholders in
 subsidiary undertakings                                   (34)           (21)             
Dividends received from investments                         57             41             
Interest received                                          256            135             
Interest paid                                             (499)          (349)             
                                                        ------         ------
Free cash flow                                           2,947          3,695       (20.2)
                                                        ======         ======
  - Continuing operations                                2,955          3,252        (9.1)          
  - Discontinued operations                                 (8)           443             
                                                                                        

Note:

(1)  Six months ended 30 September 2006 includes £240 million (2005: £295
     million) from the Group's interest in SFR and £119 million 
     (2005: £79 million) from the Group's interest in Verizon Wireless

An analysis of net debt for continuing operations is as follows:

                                                            30 September       31 March
                                                                    2006           2006
                                                                      £m             £m
Cash and cash equivalents (as presented in the
  consolidated cash flow statement)                                  776          2,932
Bank overdrafts                                                       13             18
Cash and cash equivalents for discontinued operations                  -           (161)
                                                               ---------      ---------
Cash and cash equivalents (as presented in the
  consolidated balance sheet)                                        789          2,789
                                                               ---------      ---------
Trade and other receivables(1)                                       317            310
Trade and other payables(1)                                         (207)          (219)
Short-term borrowings                                             (4,114)        (3,448)
Long-term borrowings                                             (17,014)       (16,750)
                                                               ---------      ---------
                                                                 (21,018)       (20,107)
                                                               ---------      ---------
Net debt as extracted from the consolidated balance sheet        (20,229)       (17,318)
                                                               =========      =========
Note:

(1)  Certain mark to market adjustments on financing instruments are included
     within trade and other receivables and trade and other payables

The Group revised its credit rating target when it announced its results on 30
May 2006 and now targets low single A long term credit ratings from Moody's,
Fitch Ratings and Standard & Poor's, respectively. Credit ratings are not a
recommendation to purchase, hold or sell securities, in as much as ratings do
not comment on market price or suitability for a particular investor, and are
subject to revision or withdrawal at any time by the assigning rating
organisation. Each rating should be evaluated independently.

The Group's credit ratings enable it to have access to a wide range of debt
finance, including commercial paper, bonds and committed bank facilities. In
aggregate, the Group has committed facilities of approximately £7,864 million,
of which £5,976 million was undrawn and £1,888 million drawn at 30 September
2006. The undrawn facilities include a $5.0 billion Revolving Credit Facility
that matures in June 2012 and a $5.9 billion Revolving Credit Facility that
matures in June 2009. Both facilities support US and euro commercial paper
programmes of up to $15 billion and £5 billion respectively. At 30 September
2006, $512 million (£274 million) was outstanding under the US commercial paper
programme and £30 million and $1,004 million (£680 million) were outstanding
under the euro commercial paper programme. Other undrawn facilities of £126
million are specific to the Group's subsidiary in Egypt.

The Group has a €25 billion Euro Medium Term Note (EMTN) programme and a $12
billion US shelf programme which are used to meet medium to long term funding
requirements. In the six months ended 30 September 2006, bonds with a nominal
value of £1,766 million were issued under the EMTN programme. The bonds issued
during the six months ended 30 September 2006 were as follows:

                                               Amount     US shelf programme or Euro   
Date bond issued Maturity of bond Currency    million     Medium Term Note (EMTN) Programme
                                                      
14 June 2006     14 June 2016     EUR             300     EMTN Programme               
14 June 2006     13 January 2012  EUR           1,000     EMTN Programme               
10 August 2006   10 January 2013  AUD             265     EMTN Programme               
29 August 2006   13 January 2012  EUR             300     EMTN Programme               
5 September 2006 5 September 2013 EUR             850     EMTN Programme               

At 30 September 2006, the Group had bonds outstanding with a nominal value of
£16,032 million.

 

SIGNIFICANT TRANSACTIONS

The Group's net cash inflow resulting from acquisition and disposal activities,
including the purchase and disposal of investments, in the six months ended 30
September 2006 was £4,060 million(1) . An analysis of the significant
transactions and the changes to the Group's effective interest in the entities
is shown below:
                                                                             £m
Acquisitions:                                                                  
Telsim Mobil Telekomunikasyon Hizmetleri (from nil to 100% of trade
  and assets)(2)                                                          2,547
Disposals:                                                                     
Vodafone Japan (from 97.7% to nil)                                       (6,810)
Other net acquisitions and disposals, including investments                 203
                                                                         -------
                                                                         (4,060)
                                                                         =======
Notes:

(1)  Amounts are shown net of cash and cash equivalents acquired

(2)  Discussed in more detail on page 31

On 25 August 2006, the Group announced the sale of its 25% interest in Proximus,
the Group's associated undertaking in Belgium, for consideration of €2.0
billion. The sale completed on 3 November 2006. The sale proceeds will be used
to reduce the Group's net indebtedness. Vodafone and Proximus have signed a
revised long term partner market arrangement in Belgium, allowing Proximus and
Vodafone customers to continue to benefit from Vodafone's global products and
services. The two companies will also continue to co-operate in serving
international corporate customers.

 

SUBSEQUENT EVENTS

On 8 November 2006, the Group announced its intention to launch a tender offer
for an additional 4.9% of the shares in Vodafone Egypt for a maximum possible
consideration of approximately £108 million. Telecom Egypt has given an
irrevocable undertaking to accept the tender in respect of at least 3.97% and up
to 4.69% of the shares in Vodafone Egypt. If fully accepted, this tender offer
will take Vodafone's shareholding in its Egyptian subsidiary to 55%, with a
further 45% held by Telecom Egypt. Subject to regulatory approvals, the tender
offer is expected to be launched later in November 2006. Vodafone and Telecom
Egypt also announced they have entered into a strategic partnership to increase
co-operation between both parties and to jointly develop a range of products and
services for the Egyptian market.

 

 









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