The Board of Directors, following the non-compulsory public offer (the 'Public Offer') of VODAFONE GROUP PLC ('Vodafone' or the 'Offeror') for the purchase of 136,944,800 ordinary registered shares of our Company, of nominal value of Euro 0.36 each, representing 25.205% of the total paid up share capital of VODAFONE-PANAFON HELLENIC TELECOMMUNICATIONS COMPANY SA (the 'Company') at the offered price of Euros 6.18 per share, to be paid in cash, pursuant to the provisions of the Hellenic Capital Market Commission ('HCMC') Decision under the number 2/258/5.12.2002 for the 'Public Offer for the purchase of securities', and the Board of Directors resolution dated 4.12.2003 for the appointment of CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED ('CSFB') as the Company's financial advisor in order to produce a Valuation report (the 'Report') on the Company, pursuant to article 16 par.2 of the aforementioned HCMC Decision, provides the following opinion, which will be published, pursuant to the provisions of Article 11 and 16 of the aforementioned HCMC Decision.

OPINION OF VODAFONE-PANAFON HELLENIC TELECOMMUNICATIONS COMPANY'S BOARD OF DIRECTORS PURSUANT TO ARTICLE 16 OF THE HELLENIC CAPITAL MARKET COMMISSION DECISION UNDER THE NUMBER 2/258/5.12.2002 ON THE PUBLIC OFFER OF VODAFONE GROUP PLC FOR THE ACQUISITION OF ORDINARY REGISTERED SHARES REPRESENTING 25.205% OF THE SHARE CAPITAL OF VODAFONE-PANAFON HELLENIC TELECOMMUNICATIONS COMPANY SA AT THE OFFERED PRICE OF EURO 6.18, IN CASH PER SHARE

The Board of Directors of the Company limited by shares VODAFONE-PANAFON HELLENIC TELECOMMUNICATIONS COMPANY SA, of which the shares are listed and traded on the Main Market of the Athens Exchange, and are also listed and traded on the London Stock Exchange as Global Depositary Shares (GDS) and are also traded over the counter on the Stock Exchanges of Berlin, Frankfurt, and Stuttgart, and are also traded over the counter as GDS on the Stock Exchanges of Berlin, Frankfurt and Munich, was informed on the 16 th of December 2003 , about the contents of the Information Circular (the 'Information Circular'), approved by HCMC, outlining the Public Offer that has been made available to the shareholders of the Company, referring to the acquisition of the shares of the Company, under the known terms and conditions, which Vodafone has not acquired as at the 1ST of December 2003, which amount to 136,944,800 ordinary registered shares with voting rights or approximately 25.205% of the paid up share capital of the Compa ny (the 'Public Offer Shares').

Following the above, the Board of Directors was convened on extraordinary meeting, on the 19th of December 2003, on the invitation of the Chairman, in which was present in person, the following members of the Board of Directors:

Sokrates Kokkalis - Chairman

George Koronias - Deputy Chairman & CEO

Emanuele Tournon - Non executive member

Iain Craig - Non executive member

Emanuil Potonotarios - Independent non executive member

Dimitris Hatzigrigoradis - Independent non executive member

Following the ascertainment of a quorum, the Board of Directors, after a motion duly made and seconded, decided the following with four (4) votes for and two (2) abstentions by Messrs Tournon and Craig, due to the fact that they are not acquainted with and do not have perception and insight of the Greek financial Market:

A) Considering:

i) the content of the Public Offer and the Information Circular approved by the HCMC, a copy of which was duly delivered to the Company;

ii) the Report of CSFB dated the 15th of December 2003, a copy of which will be available during the acceptance period as defined in the Information Circular (the 'Acceptance Period') of the Public Offer at the premises of the Company;

B) Assessing:

i) that the offer price (the ?Offer Price?) represents a 6.9% premium of Euros 0.40 per Public Offer Share on the volume weighted average stock market price of the shares for the twelve month period from the 28th of November 2002 to the 28th of November 2003 of Euros 5.78 and a 2.4% premium of Euros 0.14 per Public Offer Share on the volume weighted average stock market price of the shares for the six month period from the 28th of May 2003 to the 28th of November 2003 of Euros 6.04;

ii) that Vodafone holds, according to the lawfully submitted notifications until 15/12/2003, to the directly or indirectly shares representing 84.230% of the Company's total paid-up share capital and voting rights and that the Public Offer is likely to further decrease the number of the Company's shares traded on the market and, as a consequence, the liquidity of the Company's shares is likely to deteriorate. It is reasonable to assume that this will have a negative effect on the price of the Company's shares both with a short and long term perspective;

iii) the business plans of Vodafone referring to the Company and its employees, as they are described in the Information Circular; and

iv) the benefits to employees, customers and other stakeholders in the Company that are expected to arise as a result of the Public Offer, including those resulting from the Company?s more integrated participation in a dynamic, wealthy and rapidly developing multinational group of companies, as they are described in the Information Circular;

C) Acting:

i) according to Article 22a of codified Law 2190/1920 defined duty of diligence of the Board of Directors;

D) Taking into account:

i) the duty of the members of the Board of Directors of listed companies, in accordance with article 2 par. 1 of law 3016/2002, to promote the long term financial value of the Company and to preserve the general interests of the Company; and

ii) the continuing dedication of the Board of Directors to the principles of safeguarding and promoting of the interests of the Company and its shareholders, whilst also acknowledging the rights of the Company's employees;

DECLARES

i) That the number of shares of the Company which are owned, controlled directly or indirectly by the members of the Board of Directors and the executives of the Company are as following:

<

p>George Koronias - 337.000 shares

Polyvios Kalantzis - 8.000 shares

Charalambos Mazarakis- 3.310 shares

Nikos Mastorakis - 8.000 shares

George Stefanopoulos - 7.008 shares

ii) that there has not been signed an agreement between the Board of Directors of the Company and Vodafone or between the members of the Board of Directors and the shareholders of the Company referring to the exercise of the voting rights in the Company.

iii) That the employees of the Company even though they have been informed by the Company in due time about the Content of the Public Offer, they did not submit to the Board of Directors, any opinion related to the effects of the Public Offer in the occupation of the employees.

CONSIDERS

That another offer in competition with the present Public Offer that would be of benefit to the Company?s shareholders is likely to be unattainable due to the majority interest in the shares of the Company which Vodafone already owns.

DECIDES

That the Offer Price offered by Vodafone in the Public Offer of Euro 6.18 per share for the acquisition of each of the Public Offer Shares is within the range per share referred to in the CSFB Report.

Consequently, the Board of Directors considers having assessed the contents and the conclusions of the CSFB Report, together with its supporting documents and tables, and taking into account the other factors referred to above and the interests of the Company and its employees, that the abovementioned offer price is, according to the current circumstances, fair and reasonable.

SUGGESTS

That the shareholders of the Company, subject to any competing and/or revised Offer being made in addition to the Public Offer, accept the Public Offer as it is described in the Information Circular.