Panafon Hellenic Tel

Merger

Panafon Hellenic Telecom Co S.A.
24 May 2001

24 May 2001



                STRATEGIC MERGER OF PANAFON S.A - NEXTNET S.A



Panafon Hellenic Telecommunications Company S.A. ('Panafon - Vodafone'), the
leading provider of mobile telecommunications in Greece, and NextNet S.A ('
NextNet') today announce their intention to merge under a corporate scheme
whereby Panafon - Vodafone will acquire the whole of the issued share capital
of NextNet.1


The ratio of the relative values of Panafon - Vodafone and NextNet is subject
to independent valuation and will be announced by July 5th 2001. The
transformation date of the balance sheet has been set for June 30th 2001. The
merger is subject to approval from the Shareholders General Assembly of both
companies, as well as clearance from legal competent authorities and is
expected to be completed within the next six months.


Panafon-Vodafone already holds a 20.1% stake in NextNet. NextNet is one of
Panafon - Vodafone's biggest service providers and manages 14% of its customer
base. NextNet is currently in the process of merging with Citicom S.A (another
Panafon - Vodafone service provider). This merger was approved on March 7th
2001 by the Ministry of Development and is only pending final approval from
the Board of Directors of the Athens Stock Exchange. NextNet has 6,322,500
common shares outstanding of GRD100 par value. After the completion of the
merger with Citicom the number of common shares outstanding will be
10,750,000, of GRD 100 par value. The Panafon-Vodafone and NextNet share
exchange ratio will be based on this enlarged number.



This strategic merger of Panafon-Vodafone and NextNet is in line with
Panafon-Vodafone's strategy to consolidate its service providers and to
broaden and improve the variety of services offered to customers. Following
the completion of this merger Panafon-Vodafone will have direct access to
77.5% of its customer base, offering significant opportunities in terms of
economies of scale, management synergies, reduction of distribution network
costs and time to market efficiencies.



Additionally, based on the resolutions of the Board of Directors on May 24th
2001, Panafon-Vodafone will merge with its wholly owned subsidiaries Panafon
Multimedia and Tetoma Com with the balance sheet transformation date being
June 30th 2001.



         Telesis Securities S.A. will act as advisors to the merger.



    PANAFON S.A                                                NEXTNET S.A



1  The merger is according to the articles 69-77 of the law 2190/1920 and
articles 1-5 of the law 2166/1993.



For Further Information Contact:

Dimitris Tsorbatzoglou

Head of Investor Relations  Tel: +301 6160019

[email protected], website www.panafon.gr/en/ir



Lulu Bridges or Stuart Carson,

Tavistock Communications, Tel:  +(44) 20 7600 2288


Nicolas Bornozis ,

Capital Link, Tel: + (212) 661 7566



Notes to Editors:


1.       Panafon - Vodafone shares are quoted on the Athens Stock Exchange and
its GDSs are quoted on the London Stock Exchange.  The shares and GDS's began
trading on Monday 7 December 1998 in ASE and LSE respectively.


2.       Panafon - Vodafone had 512,500,000 shares in issue (prior to
completion of the merger) and 534,126,396 (after the completion of the merger
with Panafon Emporiki and Unifon on May 11th 2001).


3.       Panafon - Vodafone is a shareholder in:


Panafon Services                                    100.00 per cent
Panafon Multimedia                                  100.00 per cent
Next Net                                            20.10 per cent
Mobitel                                             25.01 per cent
Ideal Telecom                                       51.00 per cent
Panafon International Holdings                      100.00 per cent
BE- Business Exchanges                              30.00 per cent
Vodafone Bulgaria                                   20.00 per cent
I.N.A                                               10.555 per cent
CBS                                                 24.00 per cent
E-Motion                                            100.00 per cent
ACOM                                                16.00 per cent
Tetoma Com                                          100.00 per cent
E-Unifon                                            50.00 per cent
E-Motion Albania                                    51.00 per cent
E-Motion Cyprus                                     100.00 per cent
E-Kinitron                                          2.00 per cent



4.       Panafon - Vodafone was awarded a license to operate a GSM network in
Greece for a period of 20 years in August 1992.  The network commenced
operations on 1 July 1993.


5.       Panafon - Vodafone shareholding structure is as follows:

Vodafone Group Plc                            52.8 per cent
France Telecom                                11.0 per cent
Intracom S.A                                  8.7 per cent
Free float                                    27.5 per cent



Panafon - Vodafone listings:

Shares: Athens SE, Reuters PANr.AT. Bloomberg PANF GA. Nominal value GRD 100.
ISIN GRS 307 333 005. SEDOL 556 0349.


GDRs: LSE . Reuters PANq.L. Bloomberg PFH GR, PFHD LI. ISIN US 6981 132 060.
SEDOL 556 0361.

Rule 144A: Bloomberg Nasdaq 2250Q US. ISIN US 6981 131 070. SEDOL 230 2629


Indices: ASE General Index composite (ASE): 4.838%, ASE MAIN GENERAL (ASEAGD):
4.837%,  ASE Telecom Index (ASEDTL): 24.156%, DJ EUROPE ST TEL (SXKP): 0.221%,
BE500 TELECOM SE (BETELES): 0.456%, DJ EUROPE STOXX (SXXP): 0.020%, DJ EUROPE
ST TEL (SXKE): 0.511%, FTSE/ASE 20 INDEX ( FTASE) : 2,244%, DJ EURO STOXX P
(SXXE) : 0.041%, BBG EUROPE TECHN (BETECH): 0.422%., MSCI 3,52% effective from
June 1st