REPORTMerger Agreement • September 2nd, 2005 • TIM Hellas Telecommunications S.A. • Telephone communications (no radiotelephone)
Agreement of the carrying amounts of assets and liabilities of the company "TIM Hellas Telecommunication S.A." based on the transformation balance sheet as at 15 June 2005 for the purpose of the merger by absorption of "TIM Hellas Telecommunications S.A" by the company "TROY GAC Telecommunication S.A" as stipulated by Law 2166/1993.
DRAFT CASH OUT MERGER AGREEMENT Of the company "TIM HELLAS TELECOMMUNICATIOS A.E.B.E." By the company "TROY GAC TELECOMMUNICATIONS S.A."Merger Agreement • September 2nd, 2005 • TIM Hellas Telecommunications S.A. • Telephone communications (no radiotelephone)
The above companies represented by their Boards of Directors, commenced negotiations for their merger, by absorption through buyout of the first, "TIM HELLAS TELECOMMUNICATIOS A.E.B.E." by the latter "TROY GAC TELECOMMUNICATIONS S.A.", according to the provisions of laws 2190/1920 and 2166/1993. For this purpose the companies draw up the present Draft Merger Agreement pursuant to article 69 in combination with article 79 of law 2190/1920 on societés anonymes, as in force.
QuickLinks -- Click here to rapidly navigate through this documentMerger Agreement • September 2nd, 2005 • TIM Hellas Telecommunications S.A. • Telephone communications (no radiotelephone)
We understand that TIM Hellas Communications S.A. ("TIM Hellas" or the "Company") and Troy GAC Telecommunications S.A. ("Troy GAC"), have entered into a draft merger agreement dated 21 July 2005 (the "Merger Agreement"), which provides, among other things, for the cash-out merger under Greek law of the Company with and into Troy GAC, following which Troy GAC will be the surviving corporation (the "Merger"). Pursuant to the Merger, each ordinary share of nominal value €1.53 in the capital of the Company (the "Ordinary Shares") will be cancelled and (other than Ordinary Shares held by Troy GAC) will be converted into the right to receive €16.42475 in cash (the "Cash Consideration"). The terms and conditions of the Merger are more fully set forth in the Merger Agreement. We further understand that Troy GAC already holds approximately 80.87% of the Ordinary Shares.
