Panafon Hellenic Tel

Merger Update

Panafon Hellenic Telecom Co S.A.
4 July 2001










PRESS RELEASE



                                 4 July 2001







PANAFON  & NEXTNET announce the share swap ratio for their proposed merger



The management of Panafon S.A (Panafon - Vodafone) and NextNet S.A (NextNet)
announce that they will propose as fair and logical the exchange ratio of 1
NextNet share for 1.0697 Panafon shares to their respective Board of
Directors.



The proposed share swap is based on an independent valuation by the
international consulting firm KPMG. The merger is subject to approval from the
Board of Directors and Shareholders General Assembly of both companies, as
well as clearance from regulatory authorities. The merger is expected to be
completed within the next six months.



The transformation date of the balance sheet has been set for 30 June 2001, as
stipulated by both companies Board of Directors' resolutions dated 24 May
2001.



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 7 March 2001
by the Ministry of Development and is pending only the 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 S.A, the number of common shares
outstanding will be 10,750,000, of GRD 100 par value. The Panafon-Vodafone and
NextNet share exchange ratio has been 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.



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



              PANAFON S.A                             NEXTNET S.A







                                   --Ends--




 For Further Information Contact:



Dimitris Tsorbatzoglou Panafon 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) : 3,77%, DJ EURO STOXX P
(SXXE) : 0.041%, BBG EUROPE TECHN (BETECH): 0.422%., MSCI 3,52%.