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Panafon Hellenic Tel (PFHD)

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Monday 05 November, 2001

Panafon Hellenic Tel

Notice of EGM

Panafon Hellenic Telecom Co S.A.
5 November 2001




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 November 2nd 2001, 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 26th of November 2001, at 
11.00h, at the cinema <>, Hall No 6, located at 4,
Granikou & Fragoklissias, Marousi, 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 Contract and the Deed for the merging by absorption of the   
   company 'PANAFON MULTIMEDIA S.A.' by the company 'PANAFON S.A.', and approval
   of the provisional financial statement of 30/06/2001, as well as, granting of
   authorisation to a representative for the signing of the deed and any other  
   necessary documents for the completion of the above merging.

2. Approval of the Contract and the Deed for the merging by absorption of the   
   Company 'NEXTNET S.A.' by the company 'PANAFON S.A.', and approval of a) the 
   provisional financial statement of 30/06/2001, b) the Report of the Board of 
   Directors, c) the audit and valuation certificates, as well as granting of   
   authorization to a representative for the signing of the deed and any other  
   necessary documents for the completion of the above merging.

3. Increase of the Company's share capital a) by the amount of the contributed  
   capital due to the aforementioned merger with NEXTNET S.A. by deducting the  
   amount equal to the nominal value of the shares owned by PANAFON S.A., and b)
   by capitalisation of part of the retained earnings, for the rounding up of   
   the nominal value of the shares and the conversion of the share capital in   
   Euro.

4. Amendment of the art. 5 of the Company's Articles of Association, following  
   the aforementioned increase of its share capital.

5. Realisation of fractional rights on new shares and settlement of Stock       
   Exchange issues.

6. Approval of the actions and statements of PANAFON's members of the Board of  
   Directors, its employees and proxies, concerning the merging by absorption of
   PANAFON MULTIMEDIA S.A. by PANAFON.

7. Approval of the actions and statements of PANAFON's members of the Board of  
   Directors, its employees and proxies, concerning the merging by absorption of
   NEXTNET S.A. by PANAFON.

8. Authorization to the Board of Directors in order to proceed with all the     
   necessary actions for the completion of the merging.

9. Approval of the amendment of the loan agreement between PANAFON and one of   
   its founders VODAFONE GROUP PLC.

10. Announcements and other relevant items.

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).

                              Marousi, 2/11/2001 
                            The Board of Directors

                              

                DRAFT OF CONTRACT FOR THE MERGER BY ABSORPTION OF A 
                              SOCIETE ANONYME.

Today, 20th July of the year 2001, in Marousi.

BY AND BETWEEN
The  Societe Anonyme,  under the name  'PANAFON  HELLENIC TELECOMMUNICATIONS 
COMPANY SA', with registered offices in Marousi Attiki, at 44, Kifissias Avenue,
and number of Registy of Societe Anonymes is 26089/06/B/92/01, legally 
represented by Mr. George Koronias who has been authorized for the signing of 
the present contract by virtue of the Minutes the company's Board of Directors, 
dated 20/7/2001, hereafter shall be called 'The Absorbing Company' and

The Societe Anonyme under the name 'NEXTNET SOCIETE ANONYME PROVISION OF 
TELECOMMUNICATION SERVICE- VENDING AND INSTALLMENT OF EVERY KIND OF 
TELECOMMUNICATION EQUIPMENT' with registered offices in Glyfada, Attikis, at 
187, Vouliagmenis, Ave. and registered number of Registry of Societe Anonymes 
29310/06/B/93/03, legally represented by Mr. Andreas Korasidis, who has been 
authorized for the signing of the present contract by virtue of the Minutes of 
the Board of Directors dated 20/7/2001, hereafter shall be called 'The Absorbed 
Company' Declare the following:

a) The Boards of Directors of the contracting parties of the aforementioned     
   companies came to negotiations in regard with the merger by acquisition of   
   the latter by the former, considering this merger to be expedient and        
   beneficial for the shareholders, the clientele and the employees of these 
   companies, due to the unification of the respective business activities of   
   the companies being merged, which will result to the expansion of their      
   activities, their uniform and flexible administration, significant reduction 
   of their running expenses and costs, upgrade of the services provided and    
   consequently the improvement of their financial results.
   The merger will further enhance the effectiveness of management through a    
   unified administration and the exploitation of the high-quality executives of
   the companies being merged, and it is another step to the realization of the 
   developing strategy of 'PANAFON SA' for a unified network for the promotion  
   of its services, which must respond to the needs of a fast developing market 
   with a variety of new high quality services.

b) The contracting companies declare that they both have knowledge of the exact 
   size of the assets of each other based on the Transitional Balance Sheet and 
   the Financial Statements of 30th June 2001, which have been drafted according
   to the provisions of L. 2166/93 and L. 2190/1920 and the Report concerning   
   the companies' property drafted by the Auditors' company under the name      
   'COOPERATING AUDITORS - Auditors Limited Company' and specifically by the    
   Auditor, Mr. Gregorios Stamatis.

c) The Absorbing Company's share capital amount to fifty nine billions, twenty  
   millions nine hundred sixty six thousand seven hundred fifty eight           
   (59,020,966,758) GRD fully paid up and is divided in five hundred thirty four
   millions one hundred twenty six thousands three hundred ninety six           
   (534,126,396) ordinary registered shares, of nominal value one hundred ten   
   point five thousand (110,5000) GRD each.

d) The Absorbed Company's share capital amount to one billion seventy-five      
   millions (1,075,000,000) GRD fully paid up and is divided in ten millions    
   seven hundred and fifty thousands (10.750.000) ordinary registered shares, of
   nominal value one hundred (100) GRD each.

Already, in view of the above, the aforementioned contracting companies, have 
formed this draft of a Merger Contract by Acquisition, according to Regulatory 
Law 2166/93 in combination with the provisions of the Regulatory Law 2190/1920 
concerning societe anonymes, which is as follows:

1. Absorbing Company is the societe anonyme, under the name 'PANAFON HELLENIC   
   TELECOMMUNICATIONS COMPANY SA', with registered offices are in Marousi       
   Attiki, at 44, Kifissias Avenue, and the register number of the Societe      
   Anonymes Registry is 26089/06/B/92/01 and Absorbed Company is the societe    
   anonyme, under the name 'NEXTNET SOCIETE ANONYME PROVISION OF                
   TELECOMMUNICATION SERVICES PROVISION VENDING AND INSTALLMENT OF EVERY KIND OF
   TELECOMMUNICATION EQUIPMENT' with registered offices in Glyfada, Attiki, at  
   187, Vouliagmenis Ave. and the register number of Societe Anonymes Registry  
   is 29310/06/B/93/03.

2. The Absorbing Company will not issue new shares in ratio to the percentage of
   its participation in the share capital of the Absorbed Company, which is     
   twenty point ten per cent (20,10%), due to the fact that the right for       
   issuing new shares according to the above percentage is written-off due to   
   the merger by acquisition, pursuant to the provisions of articles 16 and 75  
   par. 4 of Law 2190/1920 since the Absorbing Company owns the percentage of   
   twenty point ten per cent (20,10%), that is equal to the two million one     
   hundred sixty thousand eight hundred seventy nine (2,160,879) of the shares  
   of the Absorbed Company. The two million one hundred sixty thousand eight    
   hundred seventy nine (2,160,879) shares of the Absorbed Company, equal to    
   20,10% of the share capital, and owned by the Absorbing Company, will be     
   cancelled upon the completion of the merger as having no value anymore.

3. The Capital of the Absorbing Company and the respective subscriptions from   
   the merger, due to the exchange ratio of the shares, per par. 5 and the      
   cancellation, due to amalgamation, of the two million one hundred sixty
   thousand eight hundred seventy nine (2,160,879) shares of the Absorbed       
   Company, which belong to the Absorbing Company, (of overall nominal value 
   216,087,900 GRD), will be as follows, and the share capital of the Absorbing 
   Company will be increased with a modification of the respective article 5 of 
   its Articles of Association as follows:

The share capital of the Absorbing Company amounting to fifty nine billions 
twenty millions ninety sixty-six thousands seventy hundred fifty eight GRD 
(59,020,966,758) is increased upon completion of the merger by the amount of the
share capital of the Absorbed Company, amounting to one million seventy-five 
millions GRD (1,075,000,000). However, because the Absorbing Company owns 
2,160,879 shares of the Absorbed Company of nominal value 100 GRD each, and in 
total two hundred and sixteen million eighty seven thousand nine hundred GRD 
(216,087,900). which are cancelled due to amalgamation, the share capital of the
Absorbing Company will be increased eventually due to the merger by eight 
hundred fifty eight million nine hundred and twelve thousands one hundred GRD 
(858,912,100) (namely: 1,075,000,000 - 216,087,900) and will amount to fifty 
nine billions eight hundred seventy nine millions eight hundred seventy eight 
thousands eight hundred fifty eight GRD (59,879,878,858).

Pursuant to international standard valuation methods amongst which: a) an 
analysis of indices of comparable companies and transactions in Greece and 
abroad, b) the method of capitalization of profits c) the stock exchange company
value, the value ratio between the Absorbing and the Absorbed companies was 
estimated by the Boards of Directors of the merging companies, to be 
46,4496054561394000 to one (1) respectively. However, the above value ratio 
(46,4496054561394000 to 1) of the Absorbing Company and the Absorbed one after 
the writing-off of the participation of the Absorbing Company in the Absorbed 
Company due to consolidation and therefore after the cancellation of the 
2.160.879 shares of the Absorbed Company, which belong to the Absorbing Company,
comes to be 58.13554828875950000 to one (1) respectively.

The above value ratio was deemed reasonable and fair according to the ratio 
assignment Report of the values of the merging companies, which was elaborated 
by the 'KPMG KYRIAKOU CONSULTANTS SA', with distinctive title 'KPMG SA', and 
specifically by the certified auditor Mr. Giagos Charalambous.

Given that the mutual intention of the merging companies is:

a) The number of the shares owned by the shareholders of the absorbing company  
   will remain as it is, namely 534.126.396, and will be divided to the         
   shareholders of the absorbed company 534.129.396 (543.314.000 x              
   58,13554828875950000:59,13554828875950000) ordinary registered shares and to 
   the shareholders of the absorbing company 9.187.604 (543.314.000 x 
   1:59,13554828875950000) ordinary registered shares.

b) The nominal value of the absorbing company will be specified equal to 0,33   
   Euro, which is 112,4475 drs, the share capital of the absorbing company will 
   raise further for one billion two hundred fourteen million four hundred      
   twenty two thousand one hundred fifty seven (1.214.422.157) drs with         
   capitalisation of the respective amount from the remaining profits anew, of  
   the accounting period 1-4-2000 to 31-3-2001. Thus the capital stock of the   
   Absorbing Company will eventually amount to sixty one billion ninety four    
   million three hundred one thousand fifty five drs (61.094.301.015) or one    
   hundred seventy nine million two hundred ninety three thousand six hundred   
   twenty Euro (179.293.620) common registered shares and will be divided to    
   five hundred forty three million three hundred fourteen thousand             
   (543.314.000) common registered shares, of nominal value of par value        
   112,4475 or 0,33 Euro each.

   Following the above a fair and logical exchange ratio of the 543.314.000     
   shares of the absorbing company after the conclusion of the merger will be   
   divided: a) for the shareholders of the absorbing company the numerical ratio
   1:1 meaning that each shareholder of the absorbing will exchange 1 ordinary  
   share of nominal value 110,50 drs with one ordinary share of nominal value   
   112,4775 drs or 0,33 Euro and b) for the shareholders of the absorbed        
   company, the numerical ratio 1:1,0696791907, meaning that each shareholder of
   the absorbed company (except of the shareholders of Panafon S.A.) will       
   exchange 1 ordinary share that owns with 1,0696791907 ordinary registered    
   share of the absorbing company of nominal value 112,4775 drs or 0,33 Euro.

4. Taking into account the entry of the decision approving the merger in the    
   Limited Companies Register according to article 75 par. 1 of the Law         
   2190/1920, as currently in force, the Absorbing Company will take legal      
   actions so that the new shares (dematerialized securities), which will be    
   issued due to the increase of the share capital that will derive from the    
   absorption of the property of the Absorbed Company as it is determined in    
   detail in par. 5 of this contract, will get properly credited to the         
   securities accounts of the shareholders of the Absorbing Company and the     
   Absorbed Company.

5. Upon completion of this merger, the Absorbed Company will be desolated       
   without a liquidation procedure to follow and its shares will be cancelled.

6. The entirety of its property (assets and liabilities), as shown in the       
   Balance Sheet dated 30/6/2001, will be transferred to the Absorbing Company  
   as being data of Balance Sheet. Moreover the movables, machinery, cars,      
   trademarks, domain names, leasing contracts, subleases and rights of any     
   kind, licenses, classifications under any expansion laws, motives, contracts 
   of any kind, its participations in other companies, as well as the claims and
   demands of the Absorbed Company.
   The Absorbing Company undertakes and accepts with the present contract, but  
   also by virtue of law, the entirety of the obligations and liabilities of the
   Absorbed Company, and so upon completion of the merger there will be a       
   legitimate transfer, equal to complete succession.

7. It is agreed upon that the new shares, which will be credited to the         
   shareholders of the Absorbed Company according to the law, will provide a    
   right of participation in the profits of the Absorbing Company from the      
   fiscal year 2001-2002.

8. From 1/7/2001 and thereafter, all actions of the Absorbed Company are        
   considered as done on behalf of the Absorbing Company, and their amounts will
   be transferred with a consolidated entry in the books of the Absorbing       
   Company according to the provisions of L.2166/93. From that same date the    
   financial results that will derive until the completion of the merging are in
   favor or encumber the Absorbing Company.

9. There are no shareholders of the Absorbed Company who have any special       
   rights, nor are they holders of any other securities except of shares.

10. No special privileges for the members of the Boards of Directors and the    
    regular auditors of the merging companies, are provided by their Articles of
    Association or the decisions of the General Meetings of their Shareholders, 
    nor are such privileges granted to them by this contract of merger by       
    acquisition.

11. The merger provided in this Merger Contract will be regulated by articles   
    1-5 of L.2166/1933 and the provisions of articles 69-77 of Law 2190/1920, as
    currently in force.

12. The description of real estates, machinery, cars, fixed assets etc. that are
    transferred to the Absorbing Company, as well as the lease contracts of its 
    branches, and the participations of the Absorbed Company in other companies,
    will be concluded with the Public Notary's merging deed.

In witness of the above agreed herein, the contracting companies signed, through
their legal representatives, this Merger Contract by Acquisition in five (5) 
identical copies, and, each one of them got one copy, and the rest will be 
submitted to the competent Supervising Authority, pursuant to the law.

Marousi, 20/07/2001 
THE CONTRACTING PARTIES

ON BEHALF OF PANAFON SA                        ON BEHALF OF NEXTNET SA

George Koronias                                Thomas Papaspyrou


                                                                      

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