On 28 February 2001, Panafon announced that it had agreed to establish a joint venture with Vizzavi Europe Holdings BV (?Vizzavi Europe?). Panafon announces that on 30 March 2001 it signed a shareholder agreement with Vizzavi Europe for the development and operation of the ?Vizzavi? multi-access portal in Greece.On completion of the Merger between Panafon with Unifon, Panafon will own 100% of E-Motion S.A., a dormant subsidiary of Unifon, which will be used as the vehicle to facilitate the agreement with Vizzavi Europe. Under the terms of the agreement reached with Vizzavi Europe, Panafon will transfer 80% of the share capital of E-Motion S.A. to Vizzavi Europe. E-Motion S.A. will be renamed to Vizzavi Hellas S.A. The transfer will be concluded by an increase in the share capital by GRD 3,280,000,000 (Euro 9.6 million) of Vizzavi Hellas S.A., which will be paid in cash solely by Vizzavi Europe. Panafon will waive its pre-emption rights on this capital increase. This transfer is dependent on the completion of the merger of Panafon with Unifon, which is subject to shareholder approval at an Extraordinary General Meeting of Panafon to be held on 4 April 2001.The company E-Motion S.A. has no relationship with the ?E-Motion? brand name and shops, which will remain under Panafon's sole ownership after the merger of Panafon with Unifon.Upon completion of all legal procedures, Mr. George Koronias Panafon CEO will become the President of the Board of Directors of Vizzavi Hellas S.A. and Mr. Aris Hadjiaslanis will become the Managing Director.


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