Vodafone AirTouch Guarantees And Commences Consent Solicitation For AirTouch's Debt Securities

Vodafone AirTouch Plc (Vodafone AirTouch) announces today that on 25 January 2000 it unconditionally guaranteed the outstanding debt securities issued by its wholly owned subsidiary AirTouch Communications, Inc. (AirTouch) which are:

· 7.125% Notes Due 2001 (US$250 million), · 7% Notes Due 2003 (US$250 million), · 6.35% Notes Due 2005 (US$200 million), · 7.50% Notes Due 2006 (US$400million),· 6.65% Notes Due 2008 (US$500 million), and· 5.50% Notes Due 2008 (DM 400 million)Vodafone AirTouch also announces today the start of a consent solicitation with respect to AirTouch's US Dollar denominated debt securities (the "US Debt Securities").

In addition to guaranteeing the AirTouch debt securities, Vodafone AirTouch has added covenants and events of default to the indentures under which they were issued, that are substantially identical to those that will be contained in the indenture for its new global Rule 144A US$ bond offering, which was announced on 21 January 2000. The new US$ bonds are expected to include provisions under which the interest rates on the bonds will increase after their original issuance if Vodafone AirTouch's exchange offer for the shares and ADSs of Mannesmann A.G. is declared unconditional or terminates without success and thereafter either Moody's or Standard & Poor's confirms the ratings assigned to Vodafone AirTouch's unsecured senior debt securities at a level below A3 or A-, respectively.

The actual amounts of the interest rate increases will vary depending upon the different stated maturities of the several series of the new US$ bonds and the extent of the ratings downgrade. Because it believes that the holders of AirTouch's debt securities should receive similar provisions, Vodafone AirTouch also agreed that if, but only if, (i) the new US$ bonds include provisions that will increase the interest rates on such bonds after their original issuance in certain circumstances; and (ii) the interest rates on such bonds actually increase as a result of those provisions, then Vodafone AirTouch will, or will cause AirTouch to, pay additional interest on AirTouch's debt securities that is commensurate to the increase in the interest rates of the new US$ bonds. Because the stated maturities of the different series of AirTouch's debt securities are expected to be different from those of the series of new US$ bonds, Vodafone AirTouch will have the sole and absolute discretion to determine, in any equitable manner, the amount of additional interest payable with respect to each series of AirTouch's debt securities that is commensurate to the interest rate increases (if any) on the new US$ bonds. The amount is likely to be different for each series of AirTouch's debt securities.

In terms of the consent solicitation, Vodafone AirTouch wishes to have substantially similar covenants in all public debt issued by it, or guaranteed by it, and therefore is seeking consents to a proposed amendment to the indenture under which the US Debt Securities were issued. This would delete in their entirety the covenants that restrict the ability of AirTouch and certain of its subsidiaries to incur debt or liens and restrict AirTouch's ability to merge, consolidate or sell or otherwise dispose of all or substantially all of its assets. Since Vodafone AirTouch has guaranteed AirTouch's debt securities, added to the indentures under which they were issued the same covenants and events of default that will apply to Vodafone AirTouch's new US$ bonds and provided for additional interest on AirTouch's debt securities commensurate to any increase in the interest rates applicable to the new US$ bonds after they are issued, Vodafone AirTouch believes it is appropriate to amend the indenture for the US Debt Securities to delete the covenants relating to AirTouch. The indenture for the DM denominated debt securities currently does not contain any similar covenants. The implementation of the proposed amendment is conditioned upon, among other things, the receipt of consents from the holders of a majority in aggregate principal amount of the outstanding US Debt Securities voting as a single class.

The consent solicitation will expire at 5:00 p.m., New York City time, on 15 February 2000, unless extended. If the requisite consents have been received and have not been revoked at the expiration of the solicitation period and certain other conditions are satisfied or waived, the company will promptly pay to the holders of securities who have delivered (and have not revoked) a valid consent in respect of such securities, for each $1,000 principal amount of securities in respect of which such consents have been delivered, an amount equal to a consent fee of:

· US$2.50 in the case of the 7.125% Notes Due 2001, · US$5.00 in the case of the 7% Notes Due 2003, · US$6.00 in the case of the 6.35% Notes Due 2005, · US$6.50 in the case of the 7.50% Notes Due 2006, and · US$7.50 in the case of the 6.65% Notes Due 2008

If the consent solicitation is successful, a fee of US$7.50 for each principal amount of the DM denominated debt securities equivalent to US$1,000 will also be paid to the holders of those securities.

The new US$ bonds are not being, and have not been, registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration under that Act or an applicable exemption from such registration.