September 20, 2001 AGREED TENDER OFFER FOR UP TO 21.7% OF JAPAN TELECOM Notes to Editors About Vodafone Group Plc Vodafone Group Plc is the largest wireless operator in the world by customers, and has a presence in 28 countries across five continents. At the end of June 2001, Vodafone had more than 93 million proportionate customers and more than 202 million venture customers. For further information on Vodafone Group Plc, please visit the website at www.vodafone.com About VIHBV Formed in 1993, VIHBV is a wholly-owned indirect subsidiary of Vodafone incorporated under the laws of the Netherlands. It acts as a holding company within the Vodafone Group and currently holds the interests of Vodafone in businesses located in Continental Europe, Africa, Australia, Asia and Japan. As at 31 March 2001, VIHBV had total assets of NLG 15.8 billion (781 billion yen). Funds for the Offer will be provided to VIHBV by other members of the Vodafone Group from their existing cash resources. About JAPAN TELECOM JAPAN TELECOM is one of Japan's leading telecommunications companies and the parent of the fast growing wireless operator, the J-Phone Group. The J-Phone Group, with approximately 10.9 million customers and a 16.9% market share as of 31 August 2001, is the third largest operator in the Japanese wireless telecommunications market, which is the third largest wireless telecommunications market in the world by number of customers. The J-Phone Group obtained a 3G licence in June 2000 and intends to offer 3G services from June 2002. Japan currently is expected to be the first country in the world to introduce commercial 3G services. The J-Phone Group, through J-Sky, had approximately 8.3 million wireless data users as of 31 August 2001. This makes it the Japanese wireless operator with the highest proportion of its customer base using data services (76%). J-Phone customers currently generate the highest monthly ARPUs in the Vodafone Group, generating 7,700 yen in the year ended 31 March 2001. JAPAN TELECOM is also the third largest fixed-line telecom operator in Japan, offering both voice and data services with 18.4 million subscriber lines as of 31 March 2001. JAPAN TELECOM reported shareholders' funds of 528 billion yen as at 31 March 2001 and profit before tax of 78 billion yen for the year ended 31 March 2001. As at 31 March 2001, JAPAN TELECOM had gross debt of 1,439 billion yen, cash of 260 billion yen and held marketable securities of 225 billion yen, the majority of which were of a short-term nature. The consolidated financial information related to JAPAN TELECOM has been drawn from its annual report. JAPAN TELECOM today announced a revision to its previously published forecasts for both the 6 months ending 30 September 2001 and the 12 months ending 31 March 2002. The Offer is being made with knowledge of the revised forecasts. Market share of Japanese wireless customers net additions (%) Post Offer JAPAN TELECOM Group Ownership Structure *1 NOTE:*1 Assumes maximum number of JAPAN TELECOM shares are purchased under the Offer and completion of J-Phone merger approved by shareholders on 10 September 2001 The Vodafone Group's recent investments in Japan Transaction announced Stakesacquired Seller(s) JAPAN TELECOM share price paid (post share split) Consideration 20 December 2000 · 15% in JAPAN TELECOM JR West JR Central 520,000 yen 249 bn yen 27 February 2001 · 10% in JAPAN TELECOM AT&T 492,000 yen 157 bn yen 2 May 2001 · 20% in JAPAN TELECOM · 20% in J-P Com · Approx 4.9% in J-P Opcos BT 473,000*2 yen 647 bn yen 20 September 2001 · Up to 21.7% in JAPAN TELECOM JR East and others 450,000 yen 312 bn yen NOTE:*2 Implied share price based on £650 million acquisition price for average 4.9% stakes in each of the J-Phone operating companies For purposes of translation, an exchange rate of 49.3 yen = NLG1 has been used. << BACK