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Panafon Hellenic Tel (PFHD)


Tuesday 27 November, 2001

Panafon Hellenic Tel

Re Panafon-Vodafone EGM

Panafon Hellenic Telecom Co S.A.
26 November 2001

    Panafon-Vodafone extraordinary shareholders general meeting: approval of 
                the merger between Panafon S.A and NextNet S.A

Panafon-Vodafone announces that the merger of Panafon S.A. ('Panafon-Vodafone'),
and NextNet S.A. ('NextNet') was approved at the Extraordinary shareholders 
General Meeting of Panafon held in Athens today, Monday 26th November 2001. The 
two companies will merge under a corporate scheme whereby Panafon-Vodafone will 
acquire the whole of the issued share capital of NextNet that it does not 
already own. Panafon-Vodafone already holds a 20.1% stake in NextNet.

Under the terms of the merger Panafon-Vodafone will issue 9.187.604 common 
registered shares to NextNet shareholders on the basis of 1.0697 Panafon shares 
for 1 common share in NextNet held. The number of the shares held by Panafon - 
Vodafone shareholders will remain the same with par value increased to GRD 
112.4475 (or 0.33 Euro) from GRD 110.5 per share. Panafon-Vodafone's share 
capital will increase by the amount of GRD 858,912,000: the contributed capital 
due to the merger with NextNet and by the amount of GRD 1,214,422,157 by 
capitalization 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.  
Based on the above Panafon-Vodafone's share capital will amount to GRD 
61,094,301,015 divided into 543,314,000 shares, par value GRD 112.4475 per share
(0.33 Euro).

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.

The new Panafon shares issued to NextNet shareholders will provide a right of 
participation in the earnings of Panafon for the accounting period ending 31 
March 2002.

For Further Information Contact;
Dimitris Tsorbatzoglou Panafon-Vodafone Head of Investor Relations 
Tel: +301 6160019 [email protected], website


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