Valuation Report of Vodafone Panafon

In the light of the offer by Vodafone Group Plc to acquire the remaining shares of Vodafone-Panafon Hellenic Telecommunications Company S.A. ('Vodafone-Panafon? or the 'Business') representing 25.205% of the Business' paid-up share capital that it does not already own (hereinafter the 'Offer'), the Board of Directors of Vodafone-Panafon (the 'Board' or 'you') has engaged Credit Suisse First Boston (Europe) Limited ('CSFB' or 'we') solely to produce a valuation report (the 'Valuation Report') concerning the business of Vodafone-Panafon in order to assist the Board in providing a written opinion on the Offer for the purposes of article 16 of Decision No. 2/258/05.12.2002 of the Hellenic Capital Markets Commission ('HCMC'). CSFB is authorised to provide the investment services set forth in article 2, paragraph 1(d) of Greek Law 2396/1996.

This letter is delivered pursuant to our engagement letter of December 5, 2003.

In arriving at our valuation range (the 'Valuation Range'), we have reviewed certain publicly available business and financial information relating to the Business. We have also reviewed certain other information provided to us by Vodafone-Panafon, and we have met with the senior management of Vodafone-Panafon to discuss the current condition and prospects of the Business.

We have also compared the Business with European companies similar to the Business, and we have considered the financial terms of certain other transactions that have recently been effected in Europe in the Business' sector. We also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria that we deemed relevant.

In performing this valuation (the 'Valuation'), the following principal methodologies were employed: Discounted Cash Flow Analysis; Comparable Publicly-Traded Company Analysis; and Comparable Transaction (Acquisition) Analysis. These valuation methodologies were outlined in CSFB?s proposal to Vodafone-Panafon of December 2, 2003.

We have arrived at the Valuation Range in the context of the controlling shareholding in the Business already held by Vodafone Group Plc and the fact that consequently, the Offer is only for 25.205% of the Business? paid-up share capital.

We have relied upon the views of the management of Vodafone-Panafon concerning the business, operational and strategic benefits and implications of the Offer.

As you are aware, we have assumed for the purposes of our review that all of the information provided to us is complete and accurate in all material respects, and we have not undertaken any independent verification of such information. With respect to any historical business and financial information, we have assumed that such information has been reasonably prepared in accordance with consistently applied standards and accurately reflects the true business and financial condition of Vodafone-Panafon as at the date of such information. With respect to any forward-looking information, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements of the management of Vodafone-Panafon, at the date hereof, as to the future financial performance of the Business.

In connection herewith, we further wish to advise you that:

(i) with the exception of Vodafone-Albania Sh.A., we have not made an appraisal or an independent evaluation of the separate assets of the Business or any of its constituent businesses nor have we been furnished with any such appraisals or evaluations, and this Valuation does not constitute such an appraisal or evaluation and is not to be used as such;

(ii) in connection with rendering our Valuation, we have not made a physical inspection of any of the Business' or any of its constituent business? properties or facilities;

(iii) we have not hadany contact with suppliers or customers of the Business;

(iv) we have not made an investigation of and assume no responsibility for the title to, or any liabilities against, the assets of the Business;

(v) in our evaluation, no consideration has been given to transaction costs; and

(vi) while we have used various assumptions, judgements and estimates in our value determination, which we consider reasonable and appropriate under the circumstances, no assurances can be given as to the accuracy or achievability of any such assumptions, judgements and estimates.

Such assumptions, judgements and estimates have been reviewed with you prior to the rendering of this Valuation Report.

Our Valuation Report is necessarily based upon financial, economic, political and market conditions as they exist and can be evaluated on the date hereof, and we express no opinion as to whether any such conditions will continue to prevail or what effect, if any, a change in such conditions would have on the opinions expressed herein. The opinions expressed herein are also subject to uncertainties surrounding such important factors as future regulatory and legislative developments.

CSFB and its affiliates may have in the past provided and may be currently engaged to provide financial advisory, investment banking and/or other services to Vodafone-Panafon and Vodafone Group Plc and their respective affiliates and may have received or may receive in the future fees for rendering such services.

In the ordinary course of our business, CSFB and its affiliates may actively trade the debt and equity securities of Vodafone-Panafon and Vodafone Group Plc for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

We have not acted as financial adviser to Vodafone-Panafon in relation to any other respect of the Offer and the provision of this Valuation Report represents our sole work in relation to the Offer. We have not been requested to opine as to, and this letter does not in any manner address, the advice to be given by the Board of Directors of Vodafone-Panafon to its shareholders regarding the acceptance or rejection of the Offer.

It is understood that this letter is for the information of the Board of Directors of Vodafone-Panafon only in connection with the provision of a written opinion on the Offer for the purposes of article 16 of Decision 2/258/05.12.2002 of the Hellenic Capital Markets Commission and neither CSFB nor this letter is to be quoted or referred to, in whole or in part, in any written documents or used in any other manner without CSFB?s prior written consent except that reference may be made to this letter in the a forementioned opinion subject to CSFB providing its prior written approval to the form of such reference. This paragraph is without prejudice to our engagement letter of December 5, 2003.

Based on and subject to the foregoing, it is CSFB's view that based on the various assumptions contained in CSFB?s Valuation Report, the equity Valuation Range for the Business, as at the date hereof, is 3,260 euros to 3,586 million euros, representing a range of 6.00 euros to 6.60 euros per share, within which the Offer price of 6.18 euros falls.


Search
Toolbox
Market

Composite index

Calendar

FinancialCalendarPortlet

Asset Publisher