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Panafon Hellenic Tel (PFHD)

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Monday 03 September, 2001

Panafon Hellenic Tel

Notice of AGM

Panafon Hellenic Telecom Co S.A.
3 September 2001

Shareholders invitation to the Annual General Meeting of the Societe Anonyme
under the name 'PANAFON Hellenic Telecommunications Company S.A' and
Distinctive Title 'PANAFON'



Following the Board of Directors resolution on 31st August 2001, and according
to the provisions of the Greek Law for limited stock companies no. 2190/1920,
and the Company's Articles of Association, Panafon S.A, Shareholders are
invited to attend the Annual General Meeting. The Meeting will take place
according to the approval K2-11626/22-8-2001 of the Minister of Development
and Article 25 of KN2190/20, on Thursday 27th September 2001, at 13:30, at the
HILTON Hotel in Athens, Terpsichori room. The items for the Agenda of the
Annual General Meeting are as follows:



'Items for the Agenda of the Annual General Meeting of the Shareholders of
PANAFON S.A., to be held on 27th September 2001'



1) Submission for approval of the Annual Financial Statements of the Company '
PANAFON S.A.' of the eighth fiscal year from 1-4-2000 to 31-3-2001, the
Management Report of the BoD for the abovementioned fiscal year and the Report
of the Certified Auditors.

2) Submission for approval of the Consolidated Financial Statements of the
Company 'PANAFON S.A.' for the period from 1-4-2000 to 31-3-2001 and the
relevant Management Report of the BoD and of the Certified Auditors.

3) Distribution of Share Dividends for the fiscal year 1-4-2000 to 31-3-2001.

4) Release of the members of the BoD and the Auditors from any responsibility
for compensation for the financial statements and the management of the
Company 'PANAFON S.A.' for the fiscal year from 1-4-2000 to 31-3-2001.

5) Submission for approval of the Annual Financial statements of the absorbed
Company 'PANAFON EMPORIKI S.A.' of the fiscal year from 1-4-2000 to
31-10-2000, the Management Report of the BoD for the abovementioned fiscal
year and the Report of the Certified Auditors.

6) Release of the members of the BoD and the Auditors from any responsibility
for compensation for the financial statements and the management of the
Company 'PANAFON EMPORIKI S.A.' for the fiscal year from 1-4-2000 to
31-10-2000.

7) Submission for approval of the Annual Financial Statements of the absorbed
Company 'UNIFON S.A.' of the fiscal year from 1-1-2000 to 31-10-2000, the
Management Report of the BoD for the abovementioned fiscal year and the Report
of the Sworn-in Auditors.

8) Release of the members of the BoD and the Auditors from any responsibility
for compensation for the financial statements and the management of the
Company 'UNIFON S.A.' for the fiscal year from 1-4-2000 to 31-10-2000.

9) Election and remuneration of regular and substitute Sworn-in Auditors for
the fiscal year from 1-4-2001 to 31-3-2002. 10) Approval of the expenses
incurred for the installation of Base Stations.

11) Ratification of the election of a new member of the BoD replacing a
resigned member.

12) Approval of the annual salary of the Chief Executive for the fiscal year
from 1-4-2000 to 31-3-2001 and approval of his salary increase for the current
fiscal year.

13) Approval of the participation of the Members of the BoD to other companies
with similar objectives according to article 23 of the L 2190/20.

14) Grant of new Stock Options according to the Company's ' Management Share
Option Scheme'.

15) Approval of a Trust Funding Agreement to be concluded between PANAFON S.A.
and 'VODAFONE GROUP PLC', relating to the grant of Share options (called '
GLOBAL EMPLOYEE SHARE OPTIONS') by VODAFONE GROUP PLC to the employees of
PANAFON S.A.

16) Approval of an agreement to be concluded between PANAFON S.A. and INTRACOM
S.A.

17) Announcements and miscellaneous items.

Shareholders and/or their authorised attorneys in order to have the right to
vote at the Annual General Meeting must, according to the Greek Law and the
Company's Articles of Association, declare the number of the dematerialised
shares 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 Annual 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 Annual General Meeting only if they provide receipts verifying the binding
of their shares that were issued in due time (5 days before the AGM).

Marousi, 31/8/2001

The Board of Directors


                                                                                
                                   

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