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 April 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.