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Vodafone-Panafon (VPHD)


Wednesday 21 May, 2003


Notice of EGM

Vodafone-Panafon Hellenic Tel Co SA
21 May 2003

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

Following the Board of Directors resolution of 15 May 2003, and according to
the Greek Law 2190/20 for limited companies and the Company's Articles of
Association, Vodafone-Panafon S.A. Shareholders are invited to attend the
Extraordinary General Meeting, which will take place on Wednesday 11 June 2003,
at 13.00h, at the cinema 'VILLAGE ROADSHOW GREECE S.A.', Hall No 6, located at
4, Granikou & Fragoklisias, Marousi, with the following items of the Agenda:

                             VODAFONE-PANAFON S.A.

1)  Approval of the Contract and the Deed for the merging by absorption of
the company 'VIZZAVI (HELLAS) S.A.' by the company 'VODAFONE-PANAFON S.A.', 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)  Increase of the Company's share capital a) by the amount deriving from
the difference of the share capital of the absorbed company by deduction of the
accounting value of the participation of the Absorbing company to the absorbed,
b) by the readjustment of the value of the Company's fixed assets, according to
the L.2386/96 and c) by capitalization of the retained earnings, for the period
1/4/2001-31/3/2002 for the rounding up of the nominal value of company's shares.

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

4)  Approval of the actions and statements of VODAFONE-PANAFON members of
the Board of Directors, its employees and proxies, concerning the merging by

5)  Expansion of the Company's object and amendment of the art. 2 of the
Articles of Association.

6)  Approval of a contract between VODAFONE-PANAFON S.A. and INTRAKOM S.A.
for the supply of a surveillance system as well as the fiber optic management.

7)  Ratification of the election of new Members of the Board of Directors,
in replacement of the resigned ones.

8)  Approval of the grant of Share Options by VODAFONE GROUP PLC
('INTERNATIONAL EXECUTIVES OPTIONS') to the executives of the Company.

9)  Announcements and other 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 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, 15/5/2003

                             The Board of Directors

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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