Panafon S.A (Panafon - Vodafone) and NextNet S.A (NextNet) announce that their respective Board of Directors have approved today July 20th 2001 the merger contract as this was proposed by both companies management teams, and will propose to the shareholders general assemply as fair and logical the exchange ratio of 1 NextNet share for 1.0697 Panafon shares.

It is reminded that the proposed share swap ratio is based on an independent valuation by the international consulting firm KPMG. The merger is subject to approval from the 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.