Vodafone AirTouch Shareholders Overwhelmingly Approve Mannesmann Offer and Bell Atlantic Join Venture

London, Jan. 24 - Vodafone AirTouch Plc ("Vodafone AirTouch") (NYSE: VOD; LSE) announces that its shareholders today approved Vodafone AirTouch's Offer for Mannesmann and the formation of its U.S. joint venture with Bell Atlantic. The resolutions proposed at Vodafone AirTouch's Extraordinary General Meeting were carried by an overwhelming majority and the proxy votes cast before the meeting showed over 98 per cent in favour of the proposals.

On 14 January the waiting period under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976 was terminated early and on 18

January Vodafone AirTouch announced that it had waived the

condition relating to its bid for 3G spectrum. As a result of today's

endorsement by shareholders, many of whom also hold shares in

Mannesmann, and subject to the listing of the new Vodafone

AirTouch shares to be issued to Mannesmann Shareholders, only

one condition to the Offer for Mannesmann remains to be

satisfied-the receipt of valid acceptances in respect of more than 50

percent of Mannesmann Shares.

Chris Gent, Chief Executive of Vodafone AirTouch, commented:

"Vodafone AirTouch's shareholders have once again demonstrated

their continued strong support for our strategy to become Europe's

global telecoms leader by overwhelmingly approving the offer for

Mannesmann and our joint venture with Bell Atlantic.

"The offer for Mannesmann represents an outstanding opportunity to

create a new global force in mobile telecommunications, with greater

growth prospects than those of either Vodafone AirTouch or

Mannesmann alone. Vodafone AirTouch's offer also provides

Mannesmann Shareholders with 47.2 percent of the Combined

Group, which represents a substantial premium to any other relevant

measure of Mannesmann's contribution to the combination.

"I remind all Mannesmann Shareholders that Vodafone AirTouch's

offer period ends on 7 February 2000. I urge them to accept the offer

without delay."

Words defined in the press release dated 19 November 1999 shall

have the same meaning in this announcement unless the context

requires otherwise. This press release does not constitute an offer to

exchange or sell or an offer to exchange or buy any securities. The

contents of this announcement have been approved by Goldman

Sachs International and Warburg Dillon Read, the investment banking

division of UBS AG, solely for the purposes of Section 57 of the

Financial Services Act 1986. Goldman Sachs International and

Warburg Dillon Read, each of which is regulated in the United

Kingdom by The Securities and Futures Authority Limited, are acting

for Vodafone AirTouch and for no one else in connection with the

Offer and will not be responsible to anyone other than Vodafone

AirTouch for providing the protections afforded to customers of

Goldman Sachs International or Warburg Dillon Read or for giving

advice in relation to the Offer.

The Offer in the United States is being made through a prospectus

which is part of an effective registration statement filed with the U.S.

Securities and Exchange Commission. Mannesmann Shareholders

who are U.S. persons or are located in the United States are advised

to read the registration statement because it contains important

information relating to the Offer. You can inspect and copy the

registration statement relating to the Offer and documents

incorporated by reference therein at the public reference facilities

maintained by the U.S. Securities and Exchange Commission at 450

Fifth Street, N.W., Room 1024, Washington D.C. 20549. In addition,

copies of the US Offer Document are available from The Bank of New

York, 101 Barclay Street, Lobby Window, New York, NY 10286.

For additional information regarding risks, see the Registration

Statement on Form F-4 and other reports of Vodafone AirTouch Plc

on file with the Securities and Exchange Commission. Copies of

these filings are available on request directed to Vodafone AirTouch,

Investor Relations, Tim Brown (tel: +44-1635-682-373).

It is the responsibility of any person receiving a copy of this

announcement in any jurisdiction other than the United Kingdom,

Germany and the United States to satisfy themselves as to the full

observance of the laws and regulatory requirements of the relevant

jurisdiction, including the obtaining of any governmental or other

consent which may be required or observing any other formalities

needing to be observed in such jurisdiction.

Receipt of this announcement will not constitute an offer in those

jurisdictions in which it would be illegal to make such an offer and in

such circumstances it will be deemed to have been sent for

information purposes only.

Statements in this press release relating to future status or

circumstances, including statements regarding future performance,

costs, revenues, cash flows, earnings, divestments, growth and other

trend projections and the synergistic benefits of the merger are

forward-looking statements. These statements may generally, but not

always, be identified by the use of words such as "anticipates",

"should," "expects," "estimates," "believes," or similar expressions.

By their nature, forward-looking statements involve risk and

uncertainty because they relate to events and depend on

circumstances that will occur in the future. There can be no

assurance that actual results will not differ materially from those

expressed or implied by these forward-looking statements due to

many factors, many of which are outside Vodafone AirTouch's

control, including steps that Mannesmann's management may take

to frustrate Vodafone AirTouch's efforts to obtain managerial control

of Mannesmann, increase the costs or reduce the benefits of the

transaction, the triggering of change of control provisions in

Mannesmann's licences or other agreements, the ability to obtain

regulatory approvals without onerous conditions, the impact of labour

disputes, the risk of negative impacts on Vodafone AirTouch's credit

ratings, the potential costs, including tax costs, of divesting Orange

and Mannesmann's industrial businesses, limitations on Vodafone

AirTouch's ability to control Mannesmann due to voting restrictions

and other provisions of Mannesmann's charter and German law,

general economic conditions, competition, technical difficulties and

the need for increased capital expenditure (such as that resulting

from increased demand for usage, new business opportunities and

deployment of new technologies) and the ability to realise benefits

from entering into partnerships for developing data and internet