DGAP-WpÜG: Takeover Offer;

Target company: Kabel Deutschland Holding AG; Bidder: Vodafone Vierte
Verwaltungsgesellschaft mbH

Dissemination of an announcement according to the German Securities
Acquisition and Takeover Act (WpÜG), transmitted by DGAP - a company of
EQS Group AG.
The bidder is solely responsible for the content of this announcement.
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Announcement of the decision to make a voluntary public takeover offer
(freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1
in conjunction with sections 29 para. 1, 34 of the German Securities
Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)

Offeror:

Vodafone Vierte Verwaltungsgesellschaft mbH
Ferdinand-Braun-Platz 1
40549 Düsseldorf
Germany

registered with the commercial register of the local court (Amtsgericht) of
Düsseldorf under HRB 47879

Target:

Kabel Deutschland Holding AG
Betastraße 6 - 8
85774 Unterföhring
Germany

registered with the commercial register of the local court (Amtsgericht) of
Munich under HRB 184452

ISIN: DE 000KD88880
WKN: KD8888

Vodafone Vierte Verwaltungsgesellschaft mbH ('Vodafone') decided today to
make a voluntary public takeover offer to the shareholders of Kabel
Deutschland Holding AG (the 'Offer') for the purchase of their
non-par-value bearer shares (auf den Inhaber lautende Stückaktien) in Kabel
Deutschland Holding AG (the 'KDH Shares').

The offer document (in German and a non-binding English translation)
containing the detailed terms and conditions of, and other information
relating to, the Offer will be published on the internet at

http://www.vodafone.com/investor.

The offer document will also be published by way of a notice of
availability in the Federal Gazette (Bundesanzeiger).

Important Notice

The terms and conditions of the Offer will be published in the offer
document only after the permission by the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin) has been obtained. Investors and holders of shares in Kabel
Deutschland Holding AG are strongly advised to read the relevant documents
regarding the Offer published by Vodafone Vierte Verwaltungsgesellschaft
mbH when they become available because they will contain important
information. Investors and shareholders of Kabel Deutschland Holding AG
will be able to receive these documents, when they become available, at the
website http://www.vodafone.com/investor. Upon publication, the offer
document will also be available free of charge at a specified location and
will be mailed to investors and shareholders of Kabel Deutschland Holding
AG free of charge upon request.

This announcement is for information purposes only and does not constitute
an invitation to make an offer to sell KDH Shares. This announcement does
not constitute an offer to purchase KDH Shares and is not for the purposes
of Vodafone making any representations or entering into any other binding
legal commitments.

An offer to purchase shares in Kabel Deutschland Holding AG will be solely
made by the offer document which is to be published by Vodafone in due
course and is exclusively subject to its terms and conditions. The terms
and conditions contained in the offer document may differ from the general
information described in this announcement.

Shareholders of Kabel Deutschland Holding AG are strongly recommended to
seek independent advice, where appropriate, in order to reach an informed
decision in respect of the content of the offer document and with regard to
the takeover offer for Kabel Deutschland Holding AG.

The Offer will be issued exclusively under the laws of the Federal Republic
of Germany, especially under the German Securities Acquisition and Takeover
Act (Wertpapiererwerbs- und Übernahmegesetz, ('WpÜG')) and the Regulation
on the Content of the Offer Document, Consideration for Takeover Offers and
Mandatory Offers and the Release from the Obligation to Publish and Issue
an Offer ('WpÜG Offer Regulation') and certain applicable provisions of
U.S. securities law. The Offer will not be executed according to the
provisions of jurisdictions (including the jurisdictions of Canada,
Australia, and Japan) other than those of the Federal Republic of Germany
and certain applicable provisions of U.S. securities law. Thus, no other
announcements, registrations, admissions or approvals of the Offer outside
the Federal Republic of Germany have been filed, arranged for or granted.
The shareholders of Kabel Deutschland Holding AG cannot rely on having
recourse to provisions for the protection of investors in any jurisdiction
other than such provisions of the Federal Republic of Germany. Any contract
that is concluded on the basis of the Offer will be exclusively governed by
the laws of the Federal Republic of Germany and is to be interpreted in
accordance with such laws.

Vodafone has not approved the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by third parties outside the Federal Republic of Germany. Neither
Vodafone nor persons acting in concert with Vodafone within the meaning of
Section 2 para. 5 sentence 1 and sentence 3 WpÜG are in any way responsible
for the compliance of the publication, sending, distribution, or
dissemination of this announcement or any other document associated with
the Offer by a third party outside of the Federal Republic of Germany to
any jurisdiction with legal provisions other than those of the Federal
Republic of Germany.

The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany may be restricted
by law. Persons who are not resident in the Federal Republic of Germany or
who are subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.

If you are a resident of the United States, please read the following:

The Offer is intended to be made in the United States in reliance on, and
compliance with, Section 14(e) of the US Securities Exchange Act of 1934
(the 'Exchange Act') and Regulation 14E thereunder, as exempted thereunder
by Rule 14d-1(d).

In accordance with the intended Offer, Vodafone, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Kabel Deutschland
Holding AG outside the Offer during the period in which the Offer remains
open for acceptance. If such purchases or arrangements to purchase are made
they will be made outside the United States and will comply with applicable
law, including the Exchange Act.

Düsseldorf, 24 June 2013

Vodafone Vierte Verwaltungsgesellschaft mbH

The Board of Managing Directors

End of WpÜG announcement

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