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Panafon Hellenic Tel (PFHD)

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Monday 06 September, 1999

Panafon Hellenic Tel

Notice of Annual General Mtg

PANAFON HELLENIC TELECOMMUNICATIONS COMPANY SA
2 September 1999




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

Following the Board of Directors resolution on September 2nd 1999, and according
to the Greek Law 2190/1920 for limited companies, 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 K2-8174/15-7-99
of the Minister of Development and Article 25 of KN2190/20, on Wednesday
September 29th  1999, at 13:30pm at the  Athens Hilton  hotel,  46  Vas.
Sofias  ave, Terpsihori 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.,

1)   Increase  of  the company's share capital by capitalization  of  retained
earnings  and  distribution  of  one  (1) new  share  for  one  (1)  old  share.
Modification  of  the  Article 5 of the Company's Articles  of  Association  and
Codification of the Articles of Association.

2)    Submission for approval of the annual financial statements  of  the  sixth
fiscal year of the Company from 1-1-1998 to 31-3-1999, the Management Report of
the  Board of Directors for the aforementioned fiscal year and the Report of the
Certified Auditors.

3)    Submission  for approval of the consolidated financial statements  of  the
Company  for  the  period from 1-1-1998 to 31-3-1999 and the relevant
management report of the Board of Directors and of the Certified Auditors.

4)    Dividend distribution for the fiscal year of the Company from 1-1-1998  to
31-3-1999.

5)    Release of the Members of the Board of Directors and the Auditors from any
responsibility   for   compensation  for  the  financial  statements   and   the
consolidated financial statements and the Company management for the fiscal year
from 1-1-1998 to 31-3-1999.

6)    Election  and  approval  of remuneration for the  regular  and  substitute
Certified Auditors for the fiscal year from 1-4-1999 to 31-3-2000.

7)    Approval  of the expenses incurred for the installation of base  stations,
that for several reasons did not operate or stopped operating.

8)    Ratification  of  the  election of two (2) new Members  of  the  Board  of
Directors,  replacing the resigned Members Mr Christopher Charles Gent  and  Mrs
Chantal Crave, respectively.

9)    Approval of the annual remuneration of the employees Members  of  the
Board  of  Directors  of the Company for the fiscal  year  1998,  and
approval of their remuneration for the current fiscal year.

1O)   Approval  of  the  participation of the Members  of  the  Board  of
Directors and the Executive Officers to other Companies with  similar
objectives, according to article 23 of the L 2190/20.

11)   Approval  of Agreements concluded between the Company and  Intracom
S.A.

12)   Grant of share option to employees of the Company.

13)   Announcements and other relevant 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,  deposit  their
shares  with the Company or the Greek National deposits and  loans  fund
or  a  bank  based in Greece. Shareholders that are based abroad  should
deposit  their  shares  with  a certified  bank  'in  their  Country  of
residence and submit to the Company certificates verifying the  deposit,
five (5) days before the Annual General Meeting.

Those  Shareholders  who have dematerialized their shares  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  shares  they wish to bind, to the dealer  of  their  account
(security house, or the Greek Central Securities Depository in the  case
where  they have deposited their shares with it) and acquire  a  receipt
verifying the binding of their shares.

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

Maroussi, 2-9-1999



 

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