The management of Panafon S.A (Panafon - Vodafone) and NextNet S.A (NextNet) announce that they will propose as fair and logical the exchange ratio of 1 NextNet share for 1.0697 Panafon shares to their respective Board of Directors.

The proposed share swap is based on an independent valuation by the international consulting firm KPMG. The merger is subject to approval from the Board of Directors and Shareholders General Assembly of both companies, as well as clearance from regulatory authorities. The merger is expected to be completed within the next six months.

The transformation date of the balance sheet has been set for 30 June 2001, as stipulated by both companies Board of Directors resolutions dated 24 May 2001.

Panafon - Vodafone already holds a 20.1% stake in NextNet. NextNet is one of Panafon - Vodafone's biggest service providers and manages 14% of its customer base. NextNet is currently in the process of merging with Citicom S.A (another Panafon - Vodafone service provider). This merger was approved on 7 March 2001 by the Ministry of Development and is pending only the final approval from the Board of Directors of the Athens Stock Exchange.

NextNet has 6,322,500 common shares outstanding of GRD100 par value. After the completion of the merger with Citicom S.A, the number of common shares outstanding will be 10,750,000, of GRD 100 par value. The Panafon-Vodafone and NextNet share exchange ratio has been based on this enlarged number.

This strategic merger of Panafon-Vodafone and NextNet is in line with Panafon - Vodafone's strategy to consolidate its service providers and to broaden and improve the variety of services offered to customers. 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.

Telesis Securities S.A. will act as advisors to the merger.