Vodafone AirTouch Recommended Offer for Mannesmann Is Now Unconditional

Vodafone AirTouch Plc announces that its recommended Offer for Mannesmann AG has now become unconditional in all respects. By 17.00 New York time (23.00 CET) on 9 February 2000, valid acceptances of the Offer had been received in respect of a total of 303,546,104 Mannesmann Shares, representing approximately 60.3% of the issued share capital of Mannesmann.

Trading in the New Vodafone AirTouch Shares to be issued in exchange for Mannesmann Shares will commence on the London Stock Exchange at the opening of trading at 8.00 UK time on 10 February 2000, the London Stock Exchange having agreed to admit the New Vodafone AirTouch Shares for listing. Trading in the Mannesmann Tendered Shares on the Official List of the Frankfurt Stock Exchange (WKN 656 034) ceased after the close of business on 9 February 2000.

Vodafone AirTouch will issue the first tranche of New Vodafone AirTouch Shares on 11 February 2000 to Mannesmann Shareholders whose shares had been tendered and booked as such into Clearstream Banking AG, Frankfurt (formerly Deutsche Börse Clearing AG) by 17.30 CET on 10 February 2000.

An offer will be made to holders of Mannesmann Convertible Bonds as soon as reasonably practicable and not later than 14 days after the date of this announcement.

FTSE International will shortly announce the timing for weighting adjustments in the FTSE indices. This re-weighting will reflect the announcement to be made by Vodafone AirTouch on or about 7.00 UK time on 11 February 2000 as to the level of acceptances booked into Clearstream Banking AG, Frankfurt by 17.30 CET on 10 February 2000.

Deutsche Börse announced on 9 February 2000 that it intends to remove Mannesmann completely from the DAX 30 index two business days after Vodafone AirTouch announces that its Offer for Mannesmann has become unconditional.

The Offer will remain open until 24.00 CET on 17 February 2000. Depositary banks / custodians will continue to book Mannesmann Tendered Shares as tendered shares into Clearstream Banking AG, Frankfurt until 17.30 CET on 21 February 2000. The second tranche of New Vodafone AirTouch Shares will be issued on 22 February 2000. These New Vodafone AirTouch Shares are expected to be booked into the accepting Mannesmann Shareholder accounts with their respective depositary bank / custodian by 23 February 2000.

As the practices of depositary banks and custodians vary, shareholders are encouraged to accept now, and to confirm with their depositary bank or custodian the timely booking of their Mannesmann Tendered Shares and the settlement procedures for receipt of the New Vodafone AirTouch Shares.