Panafon Hellenic Tel

Notice of EGM

Panafon Hellenic Telecom Co S.A.
25 January 2002


Shareholders invitation for the convocation of an Extraordinary General Meeting
     of the Societe Anonyme under the name 'PANAFON Hellenic 
               Telecommunications Company S.A'

Following the Board of Directors resolution of January 21st 2002, and according
to the Greek Law 2190/20 for limited companies and the Company's Articles of
Association, Panafon S.A. Shareholders are invited to attend the Extraordinary
General Meeting, which will take place on Monday 18 February 2002, at 12.00h, at
the cinema 'VILLAGE ROADSHOW GREECE S.A.', Hall No 6, located at 4, Granikou &
Fragoklissias, Maroussi, with the following items of the Agenda:

     Items of the Agenda of the Extraordinary General Meeting of the 
                    Shareholders of PANAFON S.A.

1) Approval of the signing of the agreement for the assignment of use of the
brand name 'Vodafone' between and by the company and the 'Vodafone Group Plc', a
company with registered seat in United Kingdom.

2) Alteration of the trade name and distinctive title of the company and
amendment of article 1 of the company's Articles of Association.

3) Approval of granting of new share options (called 'GEM OPTIONS') by VODAFONE
GROUP PLC to its employees.

4) Announcements and miscellaneous issues.

Shareholders and/or their authorised attorneys in order to have the right to
vote at the Extraordinary General Meeting must, according to the Greek Law and
the Company's Articles of Association, declare the number of the dematerialized
shares that they wish to bind, to the dealer of their account (Security house,
or the Greek Central Securities Depository in the case that they have deposited
their shares with it), and acquire a receipt verifying the binding of their
shares five (5) days before the Extraordinary General Meeting, and must deposit
their proxies with the Company within the same deadline.

Note: Shareholders that have dematerialised their shares will be accepted at the
Extraordinary General Meeting, only if they provide receipts verifying the
binding of their shares that were issued in due time (5 days, before the EGM).

Maroussi, 21/1/2002  
The Board of Directors


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