ANTENNA TV SA, F-1, 1999-02-12

ANTENNA TV SA
F-1, 1999-02-12
TELEVISION BROADCASTING STATIONS

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<PAGE>

As filed with the Securities and Exchange Commission on February 12, 1999

Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------
FORM F-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

---------------
ANTENNA TV ANhNYMOk ETAIPEIA
(Exact Name of Registrant as Specified in its Charter)
ANTENNA TV S.A.
(Translation of registrant name into English)

---------------
The Hellenic Republic 4833 None
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)

---------------
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece
(30-1) 688-6100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

---------------
ANTENNA (NORTH AMERICA) INC.
645 Fifth Avenue, Suite 406
New York, NY 10022
(212) 688-5475
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)

---------------
Copies to:
MARK S. BERGMAN, Esq. JAMES J. CLARK, Esq.
Paul, Weiss, Rifkind, Wharton & Cahill Gordon & Reindel
Garrison 80 Pine Street
1285 Avenue of the Americas New York, New York 10005-1702
New York, New York 10019-6064

---------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [_]

If this Form is being filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Shares of capital stock,
nominal
value GRD 100 per
Share(3)................ 4,427,500 Shares $28.00 $123,970,000 $34,464
</TABLE>
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- -------------------------------------------------------------------------------
(1) Includes 577,500 Shares represented by American Depositary Shares which
the Underwriters may require the Company and the Selling Shareholder to
sell to cover over-allotments, if any.
(2) Estimated solely for the purposes of calculating the registration fee.
(3) American Depositary Shares issuable upon deposit of the Shares registered
hereby will be registered under a separate registration statement on Form
F-6. Each American Depositary Share represents one half of one Share.

---------------

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until the
Registration Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+Information contained herein is subject to completion or amendment. A +
+registration statement relating to these securities has been filed with the +
+Securities and Exchange Commission. These securities may not be sold nor may +
+offers to buy be accepted prior to the time the registration statement +
+becomes effective. This prospectus shall not constitute an offer to sell or +
+the solicitation of an offer to buy nor shall there be any sale of these +
+securities in any State in which such offer, solicitation or sale would be +
+unlawful prior to registration or qualification under the securities laws of +
+any such State. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated February 12, 1999

PROSPECTUS

[LOGO] ANTENNA TV S.A.
7,700,000 American Depositary Shares
Representing 3,850,000 Shares

------------

The 3,850,000 shares of capital stock, nominal value GRD 100 per share
("Shares"), of ANTENNA TV S.A., a Greek societe anonyme ("Antenna" or the
"Company"), offered hereby are being offered by the U.S. Underwriters and the
International Managers (collectively, the "Underwriters") solely in the form of
American Depositary Shares ("ADSs"), each ADS representing one half of one
Share. Of the 7,700,000 ADSs offered hereby 6,160,000 are being sold by the
Company and 1,540,000 are being sold by a shareholder of the Company (the
"Selling Shareholder"). See "Principal and Selling Shareholders." The Company
will not receive any proceeds from the sale of ADSs by the Selling Shareholder.
The ADSs will be evidenced by American Depositary Receipts ("ADRs"). See
"Description of American Depositary Receipts." Upon completion of the Offering,
the Principal Shareholders of the Company referred to herein will own, directly
or indirectly, approximately 77.8% (approximately 77.1% if the Underwriters
exercise their over-allotment option in full) of the Shares and will be able to
exercise effective control over the Company. See "Risk Factors--Concentration
of Ownership."

Prior to the Offering, there has been no public market for the Shares or
ADSs. The Company does not currently expect a separate market to develop for
the Shares not represented by ADSs. It is currently expected that the initial
public offering price will be between $12.00 and $14.00 per ADS. See
"Underwriting" for a discussion of the factors considered in determining the
initial public offering price. The initial public offering price and the
underwriting discount and commission per ADS are identical for each of the U.S.
Offering and International Offering. Application has been made for quotation of
the ADSs on the Nasdaq National Market ("Nasdaq") under the symbol "ANTV," and
for admission of the ADSs to the Official List of the London Stock Exchange
Limited (the "London Stock Exchange"), in each case, subject to official notice
of issuance of the ADSs.

------------

See "Risk Factors" beginning on page 8 for a discussion of certain risks
associated with the Offering.

------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Underwriting Proceeds to the
Price to the Discounts and Proceeds to the Selling
Public Commissions(1) Company(2) Shareholder
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per ADS........... $ $ $ $
- -------------------------------------------------------------------------------
Total(3).......... $ $ $ $
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) The Company and the Selling Shareholder have agreed to indemnify the
Underwriters against certain liabilities, including certain liabilities
under the Securities Act of 1933, as amended (the "Securities Act"). See
"Underwriting."
(2) Before deducting expenses payable by the Company estimated at $ .
(3) The Company and the Selling Shareholder have granted to the Underwriters
30-day options to purchase up to 389,200 and 765,800 additional ADSs,
respectively, on the same terms and conditions as set forth above solely to
cover over-allotments, if any. The Underwriters have agreed that, if the
options are exercised in part, they first will acquire ADSs from the
Selling Shareholder before acquiring ADSs from the Company. If such options
are exercised in full, the total Price to the Public, Underwriting
Discounts and Commissions, Proceeds to the Company and Proceeds to the
Selling Shareholder will be $ , $ , $ and $ , respectively. See
"Underwriting."

------------

The ADSs offered by this Prospectus are offered by the Underwriters subject
to prior sale, to withdrawal, cancellation or modification of the offer without
notice, to delivery to and acceptance by the Underwriters and to certain
further conditions. It is expected that delivery of the ADRs evidencing the
ADSs will be made at the offices of Lehman Brothers Inc., New York, New York,
on or about , 1999. See "Underwriting."

------------

U.S. Underwriters offering ADSs in the United States and Canada

Lehman Brothers
BT Alex.Brown
Salomon Smith Barney

International Managers offering ADSs outside the United States and Canada

Lehman Brothers
BT Alex.Brown International
Salomon Smith Barney International

, 1999
<PAGE>

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE ADSs, INCLUDING
THE PURCHASE OF THE ADSs FOLLOWING THE PRICING OF THE OFFERING TO COVER A
SYNDICATE SHORT POSITION IN THE ADSs OR FOR THE PURPOSE OF MAINTAINING THE
PRICE OF THE ADSs AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF
THESE ACTIVITIES, SEE "UNDERWRITING."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
providing cautionary statements identifying important factors that could cause
the Company's actual results to differ materially from those projected in
forward-looking statements (as such term is defined in the Reform Act) made in
this Prospectus. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of the words or phrases
such as "will likely result," "are expected to," "will continue," "is
anticipated," "estimated," "intends," "plans," "projection" and "outlook") are
not historical facts and may be forward-looking and, accordingly, such
statements involve estimates, assumptions and uncertainties which could cause
actual results to differ materially from those expressed in the forward-
looking statements. Accordingly, any such statements are qualified in their
entirety by reference to, and are accompanied by, the factors discussed
throughout this Prospectus, and particularly in the risk factors set forth
herein under "Risk Factors." Among the key factors that have a direct bearing
on the Company's results of operations are the ability of the Company to
successfully implement its growth and operating strategies; changes in
economic cycles; competition from other broadcast companies and media;
fluctuation of exchange rates and changes in the laws and government
regulations applicable to the Company or the interpretation or enforcement
thereof. These and other factors are discussed herein under "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and elsewhere in this Prospectus.

The risk factors described herein could cause actual results or outcomes to
differ materially from those expressed in any forward-looking statements of
the Company made by or on behalf of the Company. Investors, therefore, should
not place undue reliance on any such forward-looking statements. Further, any
forward-looking statement speaks only as of the date on which such statement
is made, and the Company undertakes no obligation to update any forward-
looking statement to reflect events or circumstances after the date on which
such statement is made or to reflect the occurrence of unanticipated events.
New factors emerge from time to time, and it is not possible for management to
predict all of such factors. Further, management cannot assess the impact of
each such factor on the Company's business or the extent to which any factor,
or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements.

ENFORCEABILITY OF CIVIL LIABILITIES

The Company is a Greek societe anonyme. All of the Company's executive
officers, directors and certain experts named herein presently reside outside
of the United States, principally in Greece. In addition, substantially all of
the assets of the Company are located in Greece. As a result, it will be
necessary for investors to comply with Greek law in order to obtain an
enforceable judgment against such foreign resident persons or the assets of
the Company, including an order to foreclose upon such assets. It may not be
possible for investors to (i) effect service of process within the United
States upon the Company's officers, directors and certain experts named herein
and (ii) realize in the United States upon judgments against such persons
obtained in such courts based upon civil liabilities of such persons,
including any judgments based upon United States federal securities laws, to
the extent such judgments exceed such person's United States assets. The
Company has been advised by Constantine Xydias & Partners, Greek counsel to
the Company, that under the laws of Greece, a Greek court of competent
jurisdiction (a) will, other than under certain limited circumstances,
recognize and declare enforceable a final and enforceable judgment of a United
States court having jurisdiction as determined under

i
<PAGE>

the Greek Code of Civil Procedure, which declares a liability on the Company
or any of its directors or officers for a sum of money assessed as
compensatory damages and which is sought to be enforced in Greece; (b) may,
except under certain circumstances, recognize and declare enforceable a final
and enforceable judgment of a United States court having jurisdiction which is
predicated upon civil liabilities contemplated by the federal securities laws
of the United States, although presently there is no precedent for such
enforcement of liabilities contemplated by such securities laws; and (c) may
enforce, in original actions (brought in Greek courts), liabilities against
the Company, its executive officers and directors and certain experts named
herein predicated solely upon the federal securities laws of the United
States.

AVAILABLE INFORMATION

The Company will furnish to the Depositary pursuant to the Deposit Agreement
(each referred to under "Description of American Depositary Receipts") annual
reports in English, which will include a description of operations and annual
audited financial statements prepared in conformity with United States
generally accepted accounting principles ("U.S. GAAP"). The Company will also
furnish to the Depositary quarterly reports in English which will include
unaudited quarterly financial statements prepared in accordance with U.S.
GAAP. The Depositary will promptly mail such reports to all record owners of
ADSs when it receives them. In addition, the Company will provide the
Depositary with any notices, reports and communications that are made
available generally to holders of Shares. The Depositary will give such
notices, reports and communications to owners of ADSs in such manner as it may
determine. See "Description of American Depositary Receipts." As a foreign
private issuer, the Company is exempt from the rules under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), regarding (i) the
furnishing and content of proxy statements, and (ii) short-swing profits
reporting and liability.

The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form F-1 (together with all amendments,
exhibits, schedules and supplements thereto, the "Registration Statement")
under the Securities Act covering the Shares being offered hereby. This
Prospectus, which forms a part of the Registration Statement, does not contain
all of the information set forth in the Registration Statement. For further
information with respect to the Company and the Shares, reference is made to
the Registration Statement. Statements contained in this Prospectus as to the
contents of any contract or other document are not necessarily complete, and,
where such contract or other document is an exhibit to the Registration
Statement, each such statement is qualified in all respects by the provisions
in such exhibit, to which reference is hereby made (provided that no such
document shall be regarded as incorporated by reference into the Listing
Particulars delivered to the London Stock Exchange). Copies of the
Registration Statement may be examined without charge at the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
and the SEC's Regional Offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. Copies of all or any portion of the
Registration Statement can be obtained from the Public Reference Section of
the SEC, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, upon
payment of certain fees prescribed by the SEC. The SEC maintains a Web site
(http://www.sec.gov) that contains reports and other information regarding
registrants such as the Company that file electronically with the SEC.

The Company is subject to the informational requirements of the Exchange Act
and, thus, files periodic reports and other information with the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Copies of any such material can be
obtained from the Public Reference Section of the SEC at the address set forth
above, upon payment of certain fees.

ii
<PAGE>

EXCHANGE RATE INFORMATION

The Company publishes its financial statements in Greek drachmae ("drachmae"
or "GRD"). For the convenience of the reader, this Prospectus presents
translations into United States dollars ("U.S. dollars," "dollars" or "$") of
certain drachma amounts at the noon buying rate in New York City for cable
transfers in foreign currencies, as certified for customs purposes by the
Federal Reserve Bank of New York (the "Noon Buying Rate") on December 31,
1998, of $1.00 = GRD 279.90 (0.3573 cents per drachma). On February 10, 1999,
the Noon Buying Rate was $1.00 = GRD 284.25 (0.3518 cents per drachma). No
representation is made that drachmae have been, could have been or could be
converted into dollars at the rates indicated or any other rate.

The table below sets forth, for the periods and dates indicated, certain
information concerning the exchange rate for the drachma against the dollar
based on the Noon Buying Rate.

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1994 1995 1996 1997 1998(2)
------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
High........................................ 253.34 242.47 247.80 293.60 323.13
Low......................................... 230.02 221.80 234.58 244.60 276.60
Average(1).................................. 241.59 231.27 240.82 274.47 295.70
Rate at end of period....................... 240.47 237.10 246.96 284.02 279.90
</TABLE>
- --------
(1)The average of the Noon Buying Rate on the last day of each month during
the applicable period.
(2) The drachma was devalued in March 1998. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Quantitative
and Qualitative Disclosures About Market Risk."

RATING, AUDIENCE AND ADVERTISING SHARE INFORMATION

The principal supplier in Greece of audience survey data is AGB Hellas
("AGB"), an independent market research firm which is part of the AGB Italia
Group. Television ratings and audience share data described in this Prospectus
have been obtained from AGB. Unless otherwise indicated, advertising share
data set forth herein have been obtained from Media Services, an independent
market research firm. Advertising share data described in this Prospectus as
Company estimates are believed by the Company's management to be more accurate
indicators of the market and market share. See "Business--Television
Advertising--Advertising Share."

PREPARATION OF FINANCIAL STATEMENTS

The Company prepares its financial statements in accordance with U.S. GAAP.
The Company maintains its accounting records and publishes its statutory
financial statements in accordance with Greek tax and corporate regulations.
The Company made certain adjustments to its accounting records to prepare the
financial statements (the "Financial Statements") and other financial
information in this Prospectus in accordance with U.S. GAAP. In 1995, the
Company changed its fiscal year-end from June 30 to December 31. Audited
financial statements are included in this Prospectus for Fiscal 1996, Fiscal
1997 and Fiscal 1998.

iii
<PAGE>

PROSPECTUS SUMMARY

Because this is a summary, it does not contain all information that may be
important to you. You should read this entire Prospectus, including the
Financial Statements and Notes thereto included elsewhere in this Prospectus.
Unless the context otherwise requires the "Company" and "Antenna" mean Antenna
TV S.A. The Company operates principally in the Hellenic Republic, also known
as Greece.

The Company

The Company owns and operates ANTENNA TV, which is one of the leading
television broadcast networks and producers of television programming in
Greece. Among Greek television networks, Antenna has the leading share of
television advertising revenues and a leading position in terms of ratings and
audience share. Antenna has achieved its leading position through an emphasis
on quality and innovative programming that appeals to a variety of audience
segments representing a broad cross-section of the Greek population and enjoys
strong brand recognition. The Company's broadcast signal reaches approximately
99% of Greece's 3.2 million television households, thereby accessing an
audience of approximately 10.3 million people. The Company, which was founded
by Mr. Minos Kyriakou, its current Chairman and Chief Executive Officer,
commenced operations in December 1989 shortly after the introduction of private
commercial television in Greece. For Fiscal 1998, the Company had total net
revenue of GRD 31,804 million ($113.6 million); EBITD (as defined on page 3) of
GRD 10,517 million ($37.6 million); and net income of GRD 985 million ($3.5
million). See "--Summary Financial Information."

The Company seeks to position itself as a provider of high quality and
innovative programs and as the authoritative voice in Greece for news and
current affairs programs. The Company produces a significant proportion of its
own programming, which enables it to respond more effectively to the viewing
tastes of its target audiences and to control costs through test marketing of
pilot programs. In addition to being the first network to broadcast 24 hours a
day, seven days a week, Antenna was the first network in Greece to offer
various programming formats such as current affairs programs, daytime talk
shows, variety shows and soap operas, which are now standard formats in Greece.
The Company also distributes programming for broadcast to Greek-speaking
audiences aired in Cyprus, the United States, Canada and Australia, and expects
to distribute programming to Greek-speaking audiences elsewhere in Europe
(including Germany, Belgium and the United Kingdom) and South Africa.

----------------

The Company's principal executive offices are located at Kifissias Avenue 10-
12, Maroussi 151 25, Athens, Greece, and its telephone number is (30-1) 688-
6100. The Company was organized on July 18, 1989.
<PAGE>

Business Strategy

The Company will continue to focus on its core activities and expand into new
media-related activities to maximize its operating performance and
profitability. The strategies to achieve these objectives include the
following:

. Maximizing Audience Share. The Company intends to continue to produce and
broadcast high quality, innovative programming that will enable it to
maintain and enhance its leading position in the Greek multi-channel
television market.

. Building and Capitalizing on Programming Library. During the past few
years, the Company has invested significantly in the development of its
programming library. The Company expects to continue to expand its
programming library and to exploit the library through the airing of
reruns and the distribution and syndication of broadcast rights to third-
parties.

. Pursuing Complementary Business Opportunities. In addition to the sale of
broadcast rights for its own programming, the Company also seeks to
generate incremental revenue through other means such as infomercials,
audiotext programming (mass market entertainment products available
through interactive telephone service), home shopping sales and
merchandising, which are promoted during dead time.

2
<PAGE>

Proposed Acquisitions and Investment

The Company intends to use approximately $33.0 million of the net proceeds it
will receive from the Offering, together with available cash, to acquire the
following companies (collectively, the "Acquisitions"):

. a 51% interest in Audiotex S.A. ("Audiotex"), a company that generates
revenue from the sale of audiotext, which interest currently is owned by
Mr. Minos Kyriakou, the Company's Chairman and Chief Executive Officer;

. a 99.97% interest in Antenna R.T. Enterprises ("Antenna Radio"), which
operates Antenna FM (97.1 FM), a combination news/talk and music radio
station serving the greater Athens area, which interest currently is
owned by the sister of Minos Kyriakou;

. a 100% interest in Antenna Spoudastiki Ltd. ("Antenna Spoudastiki"),
which operates a training center for journalists and other media
personnel and currently is indirectly owned by members of the Kyriakou
family; and

. a 100% interest in Pacific Broadcast Distribution Ltd. ("Pacific
Broadcast"), which rebroadcasts Antenna's programming in Australia
through a joint venture and currently is indirectly controlled by Minos
Kyriakou.

The purchase prices for the Acquisitions were based upon evaluations of the
five-year business plans of the companies proposed to be acquired as well as
comparable companies and transactions. See "Use of Proceeds" and "Related Party
Transactions." The Company also intends to use a portion of the proceeds of the
Offering to establish itself in the digital direct satellite broadcast business
in Greece, either through an existing operation or through creation of its own
direct-to-home satellite broadcast ("DTH") platform, if an appropriate
opportunity presents itself. See "Use of Proceeds."

The following table sets forth the total net revenue, operating income, net
income and EBITD for Fiscal 1998 for each of the companies proposed to be
acquired:

<TABLE>
<CAPTION>
Fiscal Year Ended
December 31, 1998
----------------------------------------------------------
Antenna Antenna Pacific
Audiotex(2) Radio(2) Spoudastiki(2) Broadcast(2)
------------ ------------ ----------------- -------------
(GRD) ($)(3) (GRD) ($)(3) (GRD) ($)(3) (GRD) ($)(3)
(in millions)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Total net revenue....... 1,048 3.7 1,765 6.3 333 1.2 135 0.5
Operating income
(loss)................. 345 1.2 248 0.9 4 -- (467) (1.6)
Net income (loss)....... 212 0.8 66 0.2 (0.6) -- (492) (1.7)
EBITD(1)................ 375 1.3 294 1.1 15 0.1 (433) (1.5)
</TABLE>
- --------
(1) EBITD represents earnings before interest expense, income taxes and
depreciation. Management believes that EBITD is a useful measure of
operating performance because it is industry practice to evaluate
operations based on operating income before interest and depreciation,
which is generally equivalent to EBITD and EBITD is unaffected by the debt
and equity structure of a company. EBITD does not represent cash flow from
operations as defined by U.S. GAAP, is not necessarily indicative of cash
available to fund all cash flow needs and should not be considered as an
alternative to net income under U.S. GAAP for purposes of evaluating the
Company's results of operations.
(2) Following the Acquisitions, the Company will own 51% of Audiotex, 100% of
Pacific Broadcast, 99.97% of Antenna Radio and 100% of Antenna Spoudastiki,
all of the results of which will be consolidated with Antenna's results
(and, in place of related party revenue, the Company will record the
underlying revenue and income (loss) of the acquired entities after
elimination of intercompany adjustments), except Audiotex, which will be
accounted for using the equity method, as the minority shareholder has
significant veto rights in operating decisions. The proposed business
combinations are among businesses under common control and will, therefore,
be accounted for "as if" a pooling of interest had occurred. Accordingly,
the balance sheets and statements of operations will be combined based upon
their book values and historical results of operations, respectively. The
cash amounts to be paid for the Acquisitions, in excess of the book values
of the businesses being acquired, will be treated as a dividend to the
selling shareholders.
(3) Translation of drachmae into dollars has been made at the rate of
$1.00 = GRD 279.90 (the Noon Buying Rate on December 31, 1998). Such
translation is provided solely for the convenience of the reader. On
February 10, 1999, the Noon Buying Rate was $1.00 = GRD 284.25. See
"Exchange Rate Information."

3
<PAGE>

The Offering

ADSs.............................. Each ADS represents one half of one Share.

Public Offering Price............. $ per ADS

ADSs offered by the Company..... 6,160,000 ADSs
ADSs offered by the Selling 1,540,000 ADSs
Shareholder.....................
Total......................... 7,700,000 ADSs(1)

Shares Outstanding after the 19,849,440 Shares (assuming no exercise of
Offering.......................... the Underwriters' over-allotment option)
(1)

- --------
(1) If the Underwriters exercise their over-allotment option in full the number
of ADSs offered by the Company and the Selling Shareholder will be
6,549,200 and 2,305,800, respectively, the total number of ADSs offered in
the Offering will be 8,855,000 and the total Shares outstanding after the
Offering will be 20,044,040.

Use of Proceeds................... The Company intends to use approximately
$25.2 million of the net proceeds it will
receive from the Offering, together with
available cash of GRD 11,285 million
($40.3 million) at December 31, 1998, to
fund: (i) the Acquisitions (approximately
$33.0 million); (ii) its investment in
digital production, news gathering and
transmission equipment (approximately $13
million); (iii) the acquisition of new
offices and production facilities
(approximately $17 million); and (iv) the
distribution of programming in Europe and
South Africa (approximately $2.5 million).
The balance of the proceeds will be used to
fund the Company's investment in a DTH
venture (if an appropriate opportunity
presents itself) and to develop DTH
programming and channels. Any additional
proceeds will be used for working capital
and general corporate purposes (including,
without limitation, the reduction of the
Company's indebtedness from time to time).
See "Use of Proceeds."

Listing of the ADSs............... The Company has applied for quotation of
the ADSs on the Nasdaq National Market
("Nasdaq") under the symbol "ANTV," and
admission of the ADSs to the Official List
of the London Stock Exchange Limited (the
"London Stock Exchange"), in each case
subject to official notice of the issuance
of the ADSs.

Delivery of the ADSs.............. ADRs evidencing ADSs will be available
through The Depository Trust Company
("DTC") or otherwise on or about ,
1999.

Settlement and Clearance.......... ADSs traded on Nasdaq and the London Stock
Exchange will settle through the facilities
of DTC and Morgan Guaranty Trust Company of
New York , Brussels office, as operator of
the Euroclear System ("Euroclear") and
Cedelbank, societe anonyme, incorporated
under the laws of the Grand Duchy of
Luxembourg ("Cedelbank").

4
<PAGE>

Dividend Policy................... In June 1998, the Company declared a
dividend of GRD 1,000 million ($3.6
million), which was distributed to
shareholders in August 1998. Other than the
foregoing, the Company does not intend to
pay dividends for the foreseeable future.
The Company intends to retain future
earnings to finance its operations and
growth. So long as the Board of Directors
believes it is not in the best interest of
the Company to pay dividends, it intends to
submit to the General Assembly, on an
annual basis, a resolution seeking
shareholder waiver of the dividend required
by Greek corporate law. The Deposit
Agreement provides that if such a waiver is
sought, the Depositary will not solicit
instructions from holders of ADSs with
respect to such waiver and will vote the
Shares underlying the ADSs in favor of such
waiver. See "Dividend Policy."

5
<PAGE>

Summary Historical Financial Information

The following summary statement of operations and balance sheet data of the
Company as of December 31, 1995, 1996, 1997 and 1998 and for the 18 months
ended December 31, 1995 and the fiscal years ended December 31, 1996, 1997 and
1998 have been derived from the Company's audited financial statements. The
financial statements as of December 31, 1996, 1997 and 1998 and the fiscal
years ended December 31, 1996, 1997 and 1998 are included elsewhere in this
Prospectus and have been audited by KPMG Peat Marwick Kyriacou, independent
auditors, as stated in their report included herein. This summary statement of
operations and balance sheet data should be read in conjunction with the
Financial Statements and the Notes thereto included elsewhere in this
Prospectus. The following summary statement of operations and balance sheet
data of the Company at December 31, 1994 and for the six months ended December
31, 1994 and the 12 months ended December 31, 1995 have been derived from
unaudited financial statements of the Company. In the opinion of management,
the unaudited financial statements of the Company have been prepared on the
same basis as the audited financial statements included herein and include all
adjustments necessary for the fair presentation of financial position and
results of operations at these dates and for these periods, which adjustments
are only of a normal recurring nature.

<TABLE>
<CAPTION>
Eighteen Months Ended
December 31, 1995(1)
--------------------------------
Six Months Twelve Fiscal Year Ended December
Ended Months Ended 31,
December 31, December 31, ------------------------------
1994 1995 Total 1996 1997 1998 1998
------------ ------------ ------ ------ ------ ------ ------
(GRD) (GRD) (GRD) (GRD) (GRD) (GRD) ($)(2)
(in millions, except share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data
Advertising revenue.... 9,060 19,097 28,157 22,086 23,242 28,685 102.5
Related party revenue.. 94 400 494 3,139 2,317 2,899 10.3
Other revenue.......... 64 123 187 141 192 220 0.8
------ ------ ------ ------ ------ ------ -----
Total net revenue...... 9,218 19,620 28,838 25,366 25,751 31,804 113.6
Cost of sales.......... 3,514 7,244 10,758 7,562 5,394 5,142 18.4
Selling, general and
administrative
expenses.............. 1,423 2,177 3,600 3,117 3,716 3,762 13.4
Amortization of
programming costs..... 2,895 6,823 9,718 11,565 12,434 12,383 44.2
Depreciation........... 227 455 682 467 494 600 2.2
------ ------ ------ ------ ------ ------ -----
Operating income....... 1,159 2,921 4,080 2,655 3,713 9,917 35.4
Interest expense, net.. 1,527 2,188 3,715 2,049 2,533 2,847 10.2
Foreign exchange
(losses) gains and
other, net(3)......... (28) (192) (220) 297 (679) (4,007) (14.3)
------ ------ ------ ------ ------ ------ -----
Income (loss) before
income taxes.......... (396) 541 145 903 501 3,063 10.9
Provision (benefit) for
income taxes(3)....... (128) 193 65 431 248 2,078 7.4
------ ------ ------ ------ ------ ------ -----
Net income (loss)...... (268) 348 80 472 253 985 3.5
====== ====== ====== ====== ====== ====== =====
Basic and diluted
earnings (loss) per
share................. (16.0) 20.8 4.8 28.1 15.1 58.8 0.2
====== ====== ====== ====== ====== ====== =====
Balance Sheet Data (at
period end)
Total assets........... 32,932 37,084 37,084 35,504 52,081 58,879 210.4
Long-term obligations.. 509 3,068 3,068 2,001 32,718 32,600 116.5
Total debt(4).......... 16,769 19,243 19,243 14,780 32,790 32,666 116.8
Shareholders' equity... 4,311 4,659 4,659 5,131 5,385 5,370 19.2
Other Data
EBITD(5)............... 1,386 3,376 4,762 3,122 4,207 10,517 37.6
Net cash (used in)
provided by operating
activities............ (3,068) (1,020) (4,088) 1,857 (4,785) 4,152 14.8
Net cash used in
investing activities.. (351) (279) (630) (226) (240) (385) (1.4)
Net cash provided by
(used in) financing
activities............ 4,568 2,015 6,583 (4,463) 16,609 (3,963) (14.2)
</TABLE>
(footnotes on following page)

6
<PAGE>

- --------
(1) During 1995, the Company changed its fiscal year-end to December 31.
(2) Translation of drachmae into dollars has been made at the rate of $1.00 =
GRD 279.90 (the Noon Buying Rate on December 31, 1998). Such translation is
provided solely for the convenience of the reader. On February 10, 1999,
the Noon Buying Rate was $1.00 = GRD 284.25. See "Exchange Rate
Information."
(3) During Fiscal 1998, the drachma appreciated against the U.S. dollar, which
resulted in a foreign exchange loss on a forward contract for which no tax
benefit has been recognized due to the uncertainty of the ultimate ability
to realize such tax benefit. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Quantitative and Qualitative
Disclosures About Market Risk."
(4) Total debt includes bank overdrafts and short-term borrowings, long-term
indebtedness (including the current portion thereof) and long-term
obligations under capital leases (including the current portion thereof).
(5) EBITD represents earnings before interest expense, income taxes and
depreciation. It is calculated after amortization of programming costs.
Management believes that EBITD is a useful measure of operating performance
because it is industry practice to evaluate operations based on operating
income before interest and depreciation, which is generally equivalent to
EBITD and EBITD is unaffected by the debt and equity structure of a
company. EBITD does not represent cash flow from operations as defined by
U.S. GAAP, is not necessarily indicative of cash available to fund all cash
flow needs and should not be considered as an alternative to net income
under U.S. GAAP for purposes of evaluating the Company's results of
operations.

7
<PAGE>

RISK FACTORS

Prospective purchasers of ADSs should carefully consider these risk factors
as well as the other information set forth elsewhere in this Prospectus.

Possible Effects of Inflation and Fluctuations in Exchange Rates

Antenna generates a significant portion of its revenues from the sale of
advertising airtime. Historically, advertising in most forms of media,
including television, has been correlated to general economic conditions.
Since substantially all of the Company's operations are conducted in Greece,
the Company's operating results will depend to a certain extent on the
prevailing economic conditions in Greece. In the past, the advertising market
has shown above average growth as compared to growth in Greece's gross
domestic product. However, there can be no assurance that the Greek
advertising market will continue to grow at such levels. Greece has
experienced average annual rates of inflation of 10.9%, 8.9%, 8.2%, 5.6% and
4.8% in the years 1994 through 1998, respectively. Although the rate of
inflation has lessened in recent years, there can be no assurance that the
Greek economy will not continue to experience inflation at these or greater
rates. There can be no assurance that inflation will not have an adverse
effect on the Company's results of operations and financial condition. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Inflation."

A significant proportion of the Company's revenue is denominated in
drachmae. The Company's 9% Senior Notes due 2007 (the "Senior Notes") are
denominated in dollars and require the Company to make all principal and
interest payments thereon in dollars. As a result, the Company may be subject
to significant foreign exchange risks. The Company hedges elements of its
currency exposure through use of derivative instruments such as forward
exchange agreements and currency options. The Company has experienced net
foreign exchange losses in the past, and it could experience net foreign
exchange losses in the future to the extent that foreign exchange rates shift
in excess of the risk covered by hedging arrangements. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Quantitative and Qualitative Disclosures About Market Risk."

Risk Related to Overestimation of Revenue or Underestimation of Costs

The Company follows U.S. Financial Accounting Standards Board Statement No.
53 Financial Reporting by Producers and Distributors of Motion Picture Films
("SFAS 53"), regarding amortization of programming production and acquisition
costs. Therefore, all direct and certain indirect production costs (other than
in respect of news and similar programming) incurred are capitalized as
investment in programs. These costs are stated at the lower of unamortized
cost or estimated net realizable value. Under SFAS 53, estimated total
production costs for an individual program or series are amortized in the
proportion that the revenue realized relates to management's estimate of the
total revenue expected to be generated from such program or series based on
past experience. If revenue or cost estimates of a television program or
series change, the Company may have to write-down all or a portion of the
unamortized costs of such television program or series. No assurance can be
given that such estimates will not change or that any resulting write-down of
capitalized costs will not have a significant impact on the Company's results
of operations and financial condition. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--General."

Impact of Industry Factors

Numerous factors, including changes in audience tastes, changes in
priorities of advertisers, new laws or governmental regulations and policies
affecting broadcasters, changes in the tax laws affecting advertisers and
technological advances, may affect the Company's profitability. The Company
cannot predict which, if any, of these or other factors might have a
significant impact on the television broadcast industry in Greece in the
future, nor can it predict what impact, if any, the occurrence of any of the
foregoing or other developments might have on the Company's results of
operations.

8
<PAGE>

Effects of Competition

The Company encounters, and expects to continue to encounter, intense
competition in the television broadcasting industry. The Company competes for
revenue, viewers and programming primarily with other private television
networks, with government owned and operated television stations and with a
subscription television channel. The Company also competes for revenue with
other advertising media, such as newspapers, radio, magazines and outdoor
advertising, and expects to compete in the future with other television
distribution channels such as cable and direct broadcast satellite.
Alternative sources of entertainment compete with the Company to the extent
that they reduce the number of people watching broadcast television. Current
and future technological developments will also affect competition within the
television industry. Further advances in technology such as video compression,
which would permit the same broadcast or cable channel or satellite
transponder to carry multiple video and data services, and programming
delivered through fiber optic telephone lines or direct broadcast satellites
could result in lower entry barriers for new channels and an expanded field of
competing services. In addition, the introduction of digital television, which
can be transmitted by satellite, cable or a terrestrial network, could result
in new competitors, particularly cable and satellite operators, for the
Company's own operations as well as for any DTH venture in which the Company
elects to participate. If Antenna were unable to pursue DTH opportunities on
acceptable terms or at all, it could be at a competitive disadvantage.
Potential competitors may have substantially greater financial, marketing and
other resources than the Company, and there can be no assurance that the
Company will be able to compete effectively against its existing or future
competitors. See "Business--Investment in New Media" and "--Competition."

Seasonality

Seasonal revenue fluctuations are common in the television broadcast
industry, and the Company's revenue reflects seasonal patterns of advertising
expenditures. Advertising revenue, which in Fiscal 1998 represented 90.2% of
total net revenue, is generally lowest in the third quarter and highest in the
fourth quarter. During Fiscal 1998, approximately 11.0% of the Company's
advertising revenue was generated in the third quarter and 37.3% in the fourth
quarter. Accordingly, the Company's results of operations depend substantially
on advertising revenue generated in the first, second and fourth quarters
(89.0% of the Company's advertising revenue) and less than satisfactory
revenue during these periods could have a material adverse effect on the
Company's results of operations. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business--Television
Advertising--General."

Dependence on Programming;
Costs of Producing and Acquiring Programming

The Company's ability to attract advertisers and generate revenue and
profits is dependent in large part on the success of the programming it
broadcasts in attracting viewers. Although the Company makes significant
investments in programming, there can be no assurance that the Company's
programming will maintain satisfactory viewership levels in the future.

In addition, the Company's most significant variable operating costs are the
costs of programming (including studio rental, payroll and program rights),
whether it is programming produced by the Company or programming produced by
third parties to which the Company has purchased all rights. There can be no
assurance that the Company will, in the future, be able to contain the costs
of producing programs or the costs of acquiring exhibition rights. Therefore,
there can be no assurance that the Company's costs of programming production
and costs of programming acquisition will not increase at a faster rate than
its advertising revenue.

In acquiring programming from third parties, Antenna competes against other
broadcasters, typically on the basis of price. To produce programming, Antenna
relies on its personnel and competes with other Greek broadcasters and
independent production companies to attract and retain qualified personnel.

9
<PAGE>

Risks Relating to Indebtedness

At December 31, 1998, the Company had outstanding total debt in an aggregate
principal amount of approximately GRD 32,666 million ($116.8 million) and
total shareholders' equity of approximately GRD 5,370 million ($19.2 million).
In addition, subject to the restrictions in the indenture pursuant to which
the Senior Notes were issued (the "Senior Notes Indenture"), the Company may
incur additional indebtedness from time to time. The level of the Company's
indebtedness could have important consequences, including, but not limited to
the following: (i) the Company's ability to obtain additional financing for
programming expenditures, working capital, capital expenditures, acquisitions
or general corporate purposes may be limited; (ii) a substantial portion of
the Company's cash flow from operations must be dedicated to the payment of
interest on the Senior Notes and any other indebtedness, thereby reducing the
funds available to the Company for other purposes; (iii) it may be difficult
for the Company to withstand competitive pressures and respond to changing
business conditions; and (iv) the Company may be more vulnerable in the event
of a downturn in general economic conditions or in its business. Any inability
of the Company to repay its indebtedness or obtain additional financing, as
needed, could have a material adverse effect on the Company.

The Company's ability to pay interest on the Senior Notes and to satisfy its
other debt obligations will depend on its future operating performance, which
will be affected by prevailing economic conditions and financial, business and
other factors, as well as on other factors, such as fluctuations in currency
exchange rates, many of which are beyond its control. If the Company's cash
flow and capital resources are insufficient to repay its indebtedness, the
Company may need to reduce or delay capital expenditures or programming
expenditures, sell assets, obtain additional equity capital or restructure its
indebtedness. There can be no assurance that the Company's cash flow and
capital resources will be sufficient for payment of its indebtedness in the
future. In the absence of such operating results and resources, the Company
could face substantial liquidity problems and might be required to dispose of
material assets or operations to repay its indebtedness, and there can be no
assurance as to the timing of such sales or the proceeds which the Company
could realize therefrom. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."

The Senior Notes Indenture contains certain covenants that, among other
things, limit the ability of the Company and any of its Subsidiaries (as
defined in the Senior Notes Indenture) to incur additional indebtedness, incur
liens, pay dividends or make other restricted payments, effect certain asset
sales, enter into transactions with affiliates, and merge, consolidate or
sell, assign, transfer, lease, convey or other dispose of all or substantially
all of the assets of the Company.

Regulation

Extensive Greek government and European Union ("EU") regulation governs
broadcast operations in Greece. These regulations address the issuance,
renewal, transfer and ownership of station licenses, as well as the timing and
content of programming and the timing, content and amount of commercial
advertising permitted. There are also regulations requiring that certain
percentages of programming be produced or originated in local markets.
Privately owned television stations began operating in Greece in 1989, and
although broadcasters were able to obtain frequency allocations from the Greek
government under Law No. 1866 of 1989, the formal regulation thereof by Greek
authorities only began in 1993, in the form of Ministerial decisions issued in
favor of various Greek television networks, including the Company. A new law
(Law No. 2328 on Mass Media (the "Media Law")) was enacted in August 1995,
which contemplates renewal procedures for television station licenses. These
procedures, however, have not yet been implemented. The Company's and each
other private commercial television broadcaster's authorizations were extended
to May 29, 1997. In June 1997, a Ministerial decision allocated, on a region-
by-region basis throughout Greece, frequency allocations to the government-
owned stations, with the balance reserved for private networks and to be
awarded at the time the licenses are renewed under the Media Law. In September
1997 and January 1998, the Greek Ministry of Press and Mass Media requested
television networks to submit applications for the further extension of
television broadcast licenses. The Company filed its application before the
March 20, 1998 deadline. A provision in the Greek

10
<PAGE>

legislation governing satellite broadcasts and other subscription broadcast
services (the "Subscription Broadcast Law") confirms that existing television
broadcast authorizations, of those broadcasters that have submitted
applications for extensions of broadcast licenses, will remain in force until
the Minister of Press and Mass Media formally acts on the applications. The
Company does not expect formal action on any television network's license
application before 2000. While the Company believes that it has all
governmental approvals necessary for its operations and is in compliance in
all material respects with all applicable laws, rules or regulations governing
its operations, there can be no assurance that more restrictive laws, rules or
regulations will not be adopted in the future, or that the interpretation or
policy regarding enforcement of existing laws, rules or regulations will not
shift in such a manner, that could make compliance more difficult or expensive
or otherwise adversely affect the Company's business or prospects. See
"Business--Regulation."

Entry into New Media

General Considerations

As part of its growth strategy, Antenna expects to expand into complementary
media. Antenna expects to use a portion of the proceeds of the Offering to
acquire a radio station and invest in a direct broadcast satellite platform.
Antenna has no prior history of operations in these media. Expansion of the
Company's existing broadcast operations into such new media could divert the
use of the Company's resources and systems, require additional resources that
might not be available, result in new or more intense competition, require
different marketing strategies or greater start-up expenditures than
anticipated, or otherwise fail to achieve anticipated results in a timely
fashion, if at all. There can be no assurance, therefore, that the Company
will be able to expand its existing business or compete successfully in the
radio broadcast and direct broadcast satellite markets. The Company's ability
to successfully manage its entry into new media will require continued
enhancement of its operational, management, and financial resources and
controls. The Company's failure to manage effectively its entry into the new
media could have a material adverse effect on its business, financial
condition and results of operations.

Radio

There can be no assurance that the Company will be successful in integrating
the operations of Antenna Radio into its own and achieving the expected
synergies and cost savings from this acquisition. In addition, the success of
Antenna Radio is dependent, to a significant degree, upon its audience ratings
and share of the overall advertising revenue within its market. The station
competes for listeners and advertising revenue directly with other radio
stations, as well as with other media. The audience ratings and market share
for Antenna Radio are and will be subject to change, which could have a
material and adverse effect on the results of operations of Antenna Radio.
There can be no assurance that the station will be able to maintain or
increase its current audience ratings or advertising revenue market share. The
radio broadcasting industry is also subject to competition from new media
technologies that are being developed or introduced, such as the delivery of
audio programming by cable television systems, direct broadcast satellite
systems and other digital audio broadcasting formats (including multi-channel
and multi-format satellite radio services) with sound quality equivalent to
compact discs. The Company cannot predict at this time the effect, if any,
that such new technologies may have on the radio broadcasting industry. Radio
broadcast operations in Greece are subject to regulation similar in scope to
the regulation of television broadcast operations. The Company submitted
supplemental information in support of its application in January 1999 and
expects formal action on radio station license applications generally,
including Antenna Radio's, during 1999. While the Company believes that
Antenna Radio has all governmental approvals necessary for its operations, and
is in compliance in all material respects with all applicable laws, rules and
regulations governing its operations, there can be no assurance that more
restrictive laws, rules and regulations will not be adopted in the future, or
that the interpretation or policy regarding enforcement of existing laws,
rules or regulations will not shift in such a manner, that could make
compliance more difficult or expensive or otherwise adversely affect the
Company's business or prospects.

11
<PAGE>

Direct Broadcast Satellite

Direct broadcast satellite operations in Greece are relatively new and
underdeveloped. To date, at least one party has applied for a digital
broadcast license but no person has launched a digital satellite platform in
Greece. The Company is considering various alternatives for establishing
itself in the digital satellite broadcast business. Alternatives range from an
investment in an existing operation to the creation of its own DTH platform,
and each possible scenario has its own risks. Any such venture will rely on
newly developed technology for the transmission and receipt of the broadcast
signal. Potential demand for direct broadcast via satellite, as well as the
degree to which any such venture's proposed service will meet that demand,
cannot be estimated with certainty. Therefore, there can be no assurance that
such operations will achieve market acceptance or that there will be
sufficient demand for direct broadcast satellite to enable any such venture to
achieve significant revenues, cash flow or profits. Numerous factors beyond
the Company's control, including the willingness of consumers to pay
subscription fees to obtain digital broadcasts, the cost, availability and
consumer acceptance of the proposed receiver systems, the marketing and
pricing strategies of competitors, the development of alternative technologies
or services and general economic conditions, will affect any such venture's
ability to gain market acceptance. Further, if a competitor's satellite
receiver technology becomes commonly accepted as the standard for satellite
receivers in Greece, any such venture would be at a significant technological
disadvantage. Finally, Antenna's ability to participate in this area will
depend in part on the opportunities that present themselves. There can be no
assurance that appropriate opportunities will in fact arise.

The regulatory framework for direct broadcast satellite operations in
Greece, the Subscription Broadcast Law, is new and there can be no assurance
that operations of any DTH venture of which Antenna is a part can be
undertaken within the newly established framework for such medium or that a
license will be issued to such venture to operate the proposed platform. See
"Business--Regulation."

Antenna may proceed alone, or in partnership with others, to pursue DTH
opportunities. To the extent it does so with others, it may or may not hold a
controlling interest. If it does not obtain a controlling interest, Antenna
will not have the ability to control the management of such a venture or to
unilaterally implement strategies it deems necessary or desirable to achieve
satisfactory operating or financial results. Although the Company could have a
significant role in the management, operations and strategies of such a
venture, there can be no assurance that it would be able to exercise
operational control over the venture or that it could influence the strategic
direction of the venture. There can be no assurance that a venture in which
Antenna has a minority interest will operate in a manner consistent with its
interests, including the purchase and distribution of programming from
Antenna's library. The proposed capital and other requirements for any such
venture will be determined based on Antenna's evaluation of the market and
prospects of a DTH platform in Greece. There can be no assurance that capital
and other resources will be available to meet these business objectives.

Dependence on Key Personnel

The operating performance of the Company depends largely on the efforts and
abilities of senior management and other personnel, including its present
officers and talent such as actors, directors and journalists, certain of whom
must work under life-threatening situations. The loss of the services of, or
injury to, certain of those individuals may have a material adverse effect on
the Company's business. See "Management." The Company generally has employment
agreements with certain of its key personnel which contain non-competition
covenants. The Company does not maintain key man life insurance policies on
any of its personnel.

Concentration of Ownership

Six shareholders, including the founder, three shareholders controlled by
members of his family (collectively, the "Principal Shareholders"), together
with the Selling Shareholder and one other shareholder, collectively own 100%
of the capital stock of the Company and appoint the members of the Board of
Directors of the Company. After the Offering, the Principal Shareholders will
collectively own 77.8% of the capital stock of the Company (77.1% if the over-
allotment option is exercised in full). See "Management" and "Principal

12
<PAGE>

and Selling Shareholders." Accordingly, the Principal Shareholders will
continue to control the Board of Directors and all shareholders' decisions and
determine the policies, business and affairs of the Company and the outcome of
any corporate transaction or other matter, including the payment of dividends,
mergers, consolidations and the sale of all or substantially all of the
Company's assets. In addition, the concentration of ownership of the Company
may have the effect of delaying, deterring or preventing a change in control
of the Company. Under the Senior Notes Indenture, upon a Change of Control (as
defined in the Senior Notes Indenture), each holder of Senior Notes has the
right to require the Company to purchase its Senior Notes at a price equal to
101% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of purchase.

No Prior Public Market; Potential Stock Price Volatility

Before the Offering, there has been no public market for the Shares or the
ADSs. The Company does not currently expect a separate market to develop for
the Shares not represented by the ADSs. Certain requirements applicable under
Greek law to the transfer and registration of shares will not apply to the
ADSs but would apply to Shares withdrawn from the Depositary upon surrender of
ADRs. Although the Underwriters have informed the Company they currently
intend to make a market in the ADSs on Nasdaq and the London Stock Exchange,
they are not obligated to do so and any such market-making may be discontinued
at any time. Accordingly, there can be no assurance as to the development of
liquidity of any market for the ADSs.

The price to the public of the ADSs offered hereby will be determined by
negotiations among the Company, the Selling Shareholder and the Underwriters
and may bear no relationship to the price at which the ADSs will trade after
the Offering. For factors considered in determining the price to the public,
see "Underwriting." Although the Company has applied for quotation of the ADSs
on Nasdaq in the United States and admission of the ADSs to the Official List
of the London Stock Exchange in Europe, there can be no assurance that an
active trading market in the ADSs will develop or be sustained following the
Offering or that the trading price of the ADSs will not decline below the
initial public offering price. Actions of or announcements by competitors,
regulatory developments and economic and other external factors, as well as
period-to-period fluctuations in the Company's financial results, may also
have significant effect on the market price of the ADSs.

Immediate and Substantial Dilution

Purchasers of the ADSs offered hereby will incur immediate and substantial
dilution in the net tangible book value per ADS from the initial public
offering price. At an assumed initial public offering price of $13.00 per ADS,
the midpoint of the estimated initial public offering price range indicated on
the cover page of this Prospectus, the immediate dilution to purchasers of
ADSs in the Offering will be $10.64 per ADS (82.0%). Investors may also
experience additional dilution as a result of future issuances of Shares, in
the form of ADSs or otherwise. See "Dilution."

Shares and ADSs Eligible for Future Sale

Before the Offering, there has been no public market for the Shares or ADSs
and no prediction can be made as to the effect, if any, that future sales of
Shares or ADSs, or the availability of Shares or ADSs for future sale, will
have on the market price of the ADSs or on the Company's ability to raise
capital in the future. Sales of substantial amounts of Shares or ADSs in the
public market, or the perception that such sales could occur, could adversely
affect the prevailing market price of the ADSs.

The Company and each Principal Shareholder has agreed, subject to certain
exceptions, not to, directly or indirectly, offer to sell, sell, pledge or
otherwise dispose of (or enter into any transaction or device that is designed
to, or could be expected to, result in the disposition by any person at any
time in the future of) any Shares (in the form of ADSs or otherwise), or any
security convertible into or exchangeable or exercisable for Shares (in the
form of ADSs or otherwise), or enter into any swap or other derivatives
transaction that transfers to another, in whole or in part, the economic
benefit or risk of ownership of such Shares for 180 days after the date of
this Prospectus, without the prior written consent of Lehman Brothers Inc. See
"Underwriting." After this 180-day period, the Shares or ADSs held by the
Principal Shareholders may be sold subject to the volume and manner of sale
limitations of Rule 144 under the Securities Act or by means of registered
public

13
<PAGE>

offerings. Following the expiration of a three-month period, if any, after a
Principal Shareholder ceases to be an "affiliate" of the Company (as that term
is defined in Rule 144), or upon registration of the Shares or ADSs held by
any such person under the Securities Act, the Shares or ADSs held by such
person may be sold without regard to the limitations of Rule 144.

In general, under Rule 144 as currently in effect, a person (or persons
whose Shares are aggregated) who is an "affiliate" of the Company (as the term
is defined under the Securities Act), may sell, within any three-month period,
that number of Shares (in the form of ADSs or otherwise) that does not exceed
the greater of (i) 1% of the then outstanding Shares (in the form of ADSs or
otherwise) or (ii) the average weekly trading volume of the then outstanding
Shares (in the form of ADSs or otherwise) during the four calendar weeks
preceding each such sale (provided that such Shares are not "restricted
securities" within the meaning of Rule 144 or, if such Shares are restricted
securities, that they have been held by such person for at least one year). A
person (or persons whose Shares are aggregated) may sell such Shares (in the
form of ADSs or otherwise) under Rule 144 without regard to the volume
restrictions described above three months after he or she ceases to be an
"affiliate" of the Company (provided that such Shares are not restricted
securities, or, if such Shares are restricted securities, that they have been
held by such persons for at least two years).

No Dividends Anticipated in Foreseeable Future

In June 1998, the Company declared a dividend of GRD 1,000 million ($3.6
million), which was distributed to shareholders in August 1998. Other than the
foregoing, the Company does not intend to pay any dividends for the
foreseeable future. So long as the Board of Directors believes it is not in
the best interest of the Company to pay dividends, it intends to submit to the
General Assembly, on an annual basis, a resolution seeking shareholder waiver
of the dividend required by Greek corporate law. The Deposit Agreement
provides that if such a waiver is sought, the Depositary will not solicit
instructions from holders of ADSs with respect to such waiver and will vote
the Shares underlying the ADSs in favor of such waiver. Declarations of
dividends will depend on, among other things, future earnings, if any, the
operating and financial condition of the Company, its capital requirements and
general business conditions. See "Dividend Policy."

14
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of ADSs offered by it pursuant
to the Offering, at an assumed initial offering price of $13.00, the midpoint
of the estimated public offering price range on the cover page of this
Prospectus, will be approximately $74.7 million, after deducting the estimated
underwriting discounts and commissions and expenses of the Offering payable by
the Company ($79.5 million if the Underwriters' exercise their over-allotment
option in full). The Company will not receive any of the proceeds from the
sale of the ADSs offered by the Selling Shareholder.

The Company intends to use approximately $25.2 million of the net proceeds
it will receive from the Offering, together with available cash of GRD 11,285
million ($40.3 million) at December 31, 1998, to fund:

. the Acquisitions (approximately $33.0 million) (see "Business--
Investments in New Media--Radio" and "--Other Sources of Revenue");
. its investment in digital production, news gathering and transmission
equipment (approximately $13 million);
. the acquisition of new offices and production facilities (approximately
$17 million); and
. the distribution of programming in Europe and South Africa
(approximately $2.5 million).

See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Related Party Transactions." The balance of the proceeds
will be used to fund the Company's investment in a DTH venture, if the
appropriate opportunity presents itself, and to develop DTH programming and
channels. Any additional proceeds will be used for working capital and general
corporate purposes (including, without limitation, the reduction of the
Company's indebtedness from time to time).

Available cash represents a portion of the proceeds of the issuance of the
Senior Notes, which was allocated to investment in digital production and
transmission equipment and new offices and production facilities as specified
in the use of proceeds for the offering of Senior Notes.

The Acquisitions are expected to be completed within six months after the
consummation of the Offering. Pending the use of such funds as described
above, the Company will invest such net proceeds in short-term, high-grade,
interest-bearing securities.

15
<PAGE>

DIVIDEND POLICY

In June 1998, the Company declared a dividend of GRD 1,000 million ($3.6
million), which was distributed to shareholders in August 1998. Other than the
foregoing, the Company currently does not intend to pay dividends on its share
capital in the foreseeable future. The Company intends to retain future
earnings to finance its operations and growth. In addition, the Company's
ability to pay dividends is subject to limitations under the Senior Notes
Indenture.

Under Greek corporate law, companies are required each year to declare from
their profits, dividends of at least 35% of after-tax profit, after allowing
for statutory reserve, or a minimum of 6% of the paid-in share capital,
whichever is greater. Furthermore, Greek corporate law requires certain
conditions to be met before dividends can be distributed, which are as
follows: (a) no dividends can be distributed to the shareholders as long as
the Company's net equity, as reflected in the statutory financial statements,
is, or after such distribution will be, less than the share capital plus non-
distributable reserves; and (b) no dividends can be distributed to the
shareholders as long as the unamortized balance of "Pre-Operating Expenses,"
as reflected in the statutory financial statements, exceeds the aggregate of
distributable reserves plus retained earnings. Under Greek law, the Company
can waive such dividend with the unanimous consent of its shareholders. So
long as the Board of Directors believes it is not in the best interest of the
Company to pay dividends, it intends to submit to the General Assembly, on an
annual basis, a resolution seeking shareholder waiver of the dividend required
by Greek corporate law. The Deposit Agreement provides that if such a waiver
is sought, the Depositary will not solicit instructions from holders of ADSs
with respect to such waiver and will vote the Shares underlying the ADSs in
favor of such waiver. See "Description of American Depositary Receipts--Voting
of Deposited Securities."

Cash dividends, if any, would be paid by the Company in drachmae. Holders of
ADSs would receive dividends paid on the Shares in U.S. dollars. Exchange rate
fluctuations would affect the U.S. dollar amount received by holders of ADSs
on conversion by the Depositary of dividends paid in drachmae. See "Exchange
Rate Information" and "Description of American Depositary Receipts." See
"Taxation" for certain information about the taxation of any dividend
payments.

16
<PAGE>

CAPITALIZATION

The following table sets forth the capitalization of the Company at December
31, 1998, as adjusted to give effect to the Offering (assuming no exercise of
the Underwriters' over-allotment option). See "Use of Proceeds." This table
should be read together with "Selected Financial Information," "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements, including the Notes thereto, included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
Actual As Adjusted
At December 31, 1998(1) At December 31, 1998(1)
----------------------- -------------------------
(GRD) ($) (GRD) ($)
<S> <C> <C> <C> <C>
(in millions) (in millions)
Long-term debt:
Long-Term obligations
under capital
leases............... 55 0.2 55 0.2
9% Senior Notes due
2007................. 32,545 116.3 32,545 116.3
------------ ----------- ------------ -----------
Total long-term
debt............... 32,600 116.5 32,600 116.5
Shareholders' equity:
Share capital
(16,769,440 Shares
authorized and
issued; 19,849,440
Shares authorized
and issued, as
adjusted).......... 1,677 6.0 1,985 7.0
Additional paid-in
capital.............. 3,752 13.4 24,346 87.0
Accumulated
(deficit)............ (59) (0.2) (59) (0.2)
------------ ----------- ------------ -----------
Total shareholders'
equity............. 5,370 19.2 26,272 93.8
------------ ----------- ------------ -----------
Total
capitalization... 49,255 176.0 58,872 210.3
============ =========== ============ ===========
</TABLE>
- --------
(1) Drachmae have been translated into dollars at the rate of $1.00 = GRD
279.90 (the Noon Buying Rate on December 31, 1998). Such translation is
provided solely for the convenience of the reader. On February 10, 1999,
the Noon Buying Rate was $1.00 = GRD 284.25. See "Exchange Rate
Information."

There has been no material change to the capitalization or indebtedness of the
Company since December 31, 1998.

17
<PAGE>

DILUTION

The Company's net tangible book value as of December 31, 1998 under U.S.
GAAP was GRD 5,370 million ($19.2 million), or GRD 320 ($1.14) per Share,
based on 16,769,440 Shares issued, or GRD 160 ($0.57) per ADS, based on a
ratio of one half of one Share per ADS (determined by dividing tangible assets
less total liabilities by the number of Shares outstanding and converting
drachmae to dollars at the Noon Buying Rate of $1.00 equals GRD 279.90 on
December 31, 1998). After giving effect to the issue and sale by the Company
of 6,160,000 ADSs in the Offering at an assumed initial offering price of
$13.00 per ADS, the midpoint of the range set forth on the cover of this
Prospectus, and after deducting underwriting discounts and commissions and the
estimated expenses of the Offering payable by the Company, the pro forma net
tangible book value of the Company as of December 31, 1998 would have been GRD
26,272 million ($93.9 million) or GRD 662 ($2.36) per ADS. This represents an
immediate dilution of GRD 2,978 ($10.64) per ADS to the new investors
purchasing ADSs in the Offering. The following table illustrates this dilution
on a per ADS basis.

<TABLE>
<CAPTION>
Per ADS
-------------
<S> <C> <C>
Assumed initial public offering price............................ $13.00
Net tangible book value as of December 31, 1998.................. $ 0.57
Increase attributable to new shareholders........................ 1.79
------
Pro forma net tangible book value as of December 31, 1998 (1).... 2.36
------
Immediate dilution to new investors (1)(2)....................... $10.64
======
</TABLE>
- --------
(1) After giving effect to the Acquisitions, the pro forma net tangible book
value would have been GRD 15,223 millon ($54.4 million) or GRD 383 ($1.37)
per ADS, representing dilution to new investors of GRD 3,256 ($11.63) per
ADS.

(2) Dilution represents the difference between the initial public offering
price per ADS in the Offering and the pro forma consolidated net tangible
book value per ADS after giving effect to the Offering.

18
<PAGE>

SELECTED FINANCIAL INFORMATION

The following selected statement of operations and balance sheet data of the
Company as of December 31, 1995, 1996, 1997 and 1998 and for the 18 months
ended December 31, 1995 and the fiscal years ended December 31, 1996, 1997 and
1998 have been derived from the Company's audited financial statements. The
financial statements as of December 31, 1996, 1997 and 1998 and the fiscal
years ended December 31, 1996, 1997 and 1998 are included elsewhere in this
Prospectus and have been audited by KPMG Peat Marwick Kyriacou, independent
auditors, as stated in their report included herein. This selected statement
of operations and balance sheet data should be read in conjunction with the
Financial Statements and the Notes thereto included elsewhere in this
Prospectus. The selected statement of operations and balance sheet data of the
Company as of June 30, 1994 and December 31, 1994 and for the fiscal years
ended June 30, 1994, the six months ended December 31, 1994 and the 12 months
ended December 31, 1995 have been derived without material adjustment from
unaudited financial statements of the Company. In the opinion of management,
the unaudited financial statements of the Company have been prepared on the
same basis as the audited financial statements included herein and include all
adjustments necessary for the fair presentation of financial position and
results of operations at these dates and for these periods, which adjustments
are only of a normal recurring nature.
<TABLE>
<CAPTION>
Eighteen Months Ended
December 31, 1995(1)
--------------------------------
Six Months Twelve Fiscal Year Ended
Ended Months Ended December 31,
December 31, December 31, ------------------------------
1994 1994 1995 Total 1996 1997 1998 1998
------ ------------ ------------ ------ ------ ------ ------ ------
(GRD) (GRD) (GRD) (GRD) (GRD) (GRD) (GRD) ($)(2)
(in millions, except share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations
Data
Advertising revenue.... 20,922 9,060 19,097 28,157 22,086 23,242 28,685 102.5
Related party revenue.. 161 94 400 494 3,139 2,317 2,899 10.3
Other revenue.......... 80 64 123 187 141 192 220 0.8
------ ------ ------ ------ ------ ------ ------ -----
Total net revenue...... 21,163 9,218 19,620 28,838 25,366 25,751 31,804 113.6
Cost of sales.......... 7,047 3,514 7,244 10,758 7,562 5,394 5,142 18.4
Selling, general and
administrative
expenses.............. 2,489 1,423 2,177 3,600 3,117 3,716 3,762 13.4
Amortization of
programming costs..... 7,773 2,895 6,823 9,718 11,565 12,434 12,383 44.2
Depreciation........... 378 227 455 682 467 494 600 2.2
------ ------ ------ ------ ------ ------ ------ -----
Operating income....... 3,476 1,159 2,921 4,080 2,655 3,713 9,917 35.4
Interest expense, net.. 1,581 1,527 2,188 3,715 2,049 2,533 2,847 10.2
Foreign exchange
(losses) gains and
other, net(3)......... (680) (28) (192) (220) 297 (679) (4,007) (14.3)
------ ------ ------ ------ ------ ------ ------ -----
Income (loss) before
income taxes.......... 1,215 (396) 541 145 903 501 3,063 10.9
Provision (benefit) for
income taxes(3)....... 494 (128) 193 65 431 248 2,078 7.4
------ ------ ------ ------ ------ ------ ------ -----
Net income (loss)...... 721 (268) 348 80 472 253 985 3.5
====== ====== ====== ====== ====== ====== ====== =====
Basic and diluted
earnings (loss) per
share(4).............. -- (16.0) 20.8 4.8 28.1 15.1 58.8 0.2
====== ====== ====== ====== ====== ====== ====== =====
Balance Sheet Data (at
period end)
Total assets........... 26,941 32,932 37,084 37,084 35,504 52,081 58,879 210.4
Long-term obligations.. 207 509 3,068 3,068 2,001 32,718 32,600 116.5
Total debt(5).......... 12,660 16,769 19,243 19,243 14,780 32,790 32,666 116.8
Shareholders' equity... 4,579 4,311 4,659 4,659 5,131 5,385 5,370 19.2
Other Data
EBITD(6)............... -- 1,386 3,376 4,762 3,122 4,207 10,517 37.6
Net cash (used in)
provided by operating
activities............ -- (3,068) (1,021) (4,088) 1,857 (4,785) 4,152 14.8
Net cash used in
investing activities.. -- (351) (279) (630) (226) (240) (385) (1.4)
Net cash provided by
(used in) financing
activities............ -- 4,568 2,015 6,583 (4,463) 16,609 (3,963) (14.2)
Cash dividends per
share................. -- -- -- -- -- -- --
</TABLE>
(footnotes on following page)

19
<PAGE>

- --------
(1) During 1995, the Company changed its fiscal year-end to December 31.
(2) Translation of drachmae into dollars has been made at the rate of $1.00 =
GRD 279.90 (the Noon Buying Rate on December 31, 1998). Such translation
is provided solely for the convenience of the reader. On February 10,
1999, the Noon Buying Rate was $1.00 = GRD 284.25. See "Exchange Rate
Information."
(3) During Fiscal 1998, the drachma appreciated against the U.S. dollar, which
resulted in a foreign exchange loss on a forward contract for which no tax
benefit has been recognized due to the uncertainty of the ultimate ability
to realize such tax benefit. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Quantitative and
Qualitative Disclosures About Market Risk."
(4) Earnings per share for Fiscal 1994 are not presented, as such amounts are
not significant.
(5) Total debt includes bank overdrafts and short-term borrowings, long-term
indebtedness (including the current portion thereof) and long-term
obligations under capital leases (including the current portion thereof).
(6) EBITD represents earnings before interest expense, income taxes and
depreciation. It is calculated after amortization of programming costs.
Management believes that EBITD is a useful measure of operating
performance because it is industry practice to evaluate operations based
on operating income before interest and depreciation, which is generally
equivalent to EBITD and EBITD is unaffected by the debt and equity
structure of a company. EBITD does not represent cash flow from operations
as defined by U.S. GAAP, is not necessarily indicative of cash available
to fund all cash flow needs and should not be considered as an alternative
to net income under U.S. GAAP for purposes of evaluating the Company's
results of operations.

20
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read together with the
Financial Statements, including the Notes thereto, and the other financial
information included elsewhere in this Prospectus. The Company maintains its
accounting records and publishes its statutory financial statements in
accordance with Greek tax and corporate regulations. For purposes of the
Offering, certain adjustments have been made to these records to prepare the
Financial Statements and other financial information in this Prospectus in
accordance with U.S. GAAP. This Prospectus contains certain forward-looking
statements within the meaning of the federal securities laws. Actual results
and the timing of certain events could differ materially from those projected
in the forward-looking statements due to a number of factors, including those
set forth under "Risk Factors" and elsewhere in this Prospectus. See "Special
Note Regarding Forward-Looking Statements."

General

Antenna was formed as a societe anonyme and began operations at the end of
1989, shortly after the introduction of private commercial television in
Greece. The Company derives a substantial portion of its revenue from the sale
of television advertising time (90.2% of total net revenue in Fiscal 1998,
90.3% in Fiscal 1997 and 87.1% in Fiscal 1996). Advertising is sold in time
increments and is priced primarily on the basis of the program's popularity,
as demonstrated by its ratings, within the demographic group that an
advertiser desires to reach. In addition, advertising rates are affected by
the number of advertisers competing for the available time and the
availability of alternative advertising media. The Company seeks to maximize
its advertising revenue by broadcasting programming that appeals to a broad
section of the Greek population. Antenna places particular emphasis on
attracting viewers from demographic groups that are most attractive to
advertisers and offering advertisers creative and flexible marketing
opportunities.

Substantially all of the Company's advertising revenue is generated from
national advertising arrangements and contracts with the local affiliates of
international advertising agencies, representing both multinational
advertisers such as Procter & Gamble, Unilever, Estee Lauder, Coca-Cola Hellas
and Colgate-Palmolive, and national advertisers such as the Hellenic
Telecommunications Organization ("OTE"), Telestet, Panafon (Greek
telecommunications companies) and Fage and Delta (Greek dairy companies). See
"Business--Television Advertising." The Company currently uses its own sales
force to sell advertising time. Arrangements for advertising are reached
during the first quarter of each year, at which time estimates of annual
revenue are determined. Advertising time generally is reserved on a monthly
basis, with a small proportion booked on a spot basis. Advertising revenue is
recorded when the advertisement is aired. As is common in the industry, the
Company provides certain advertising agencies with an incentive rebate (up to
a maximum of 9.9% of the cost of the airtime purchased, as permitted by law),
and at the end of each year, the rebates are calculated and the advertising
agencies entitled thereto invoice the Company for airtime credit for the
following year reflecting the rebates. Such rebates are estimated and accrued
on a quarterly basis as the related revenues are earned. Revenue is recorded
net of the rebates. While most advertising arrangements tend to be reviewed on
an annual basis, and typically are renewed, the Company seeks to develop and
maintain long-term relationships with the agencies and advertisers.

Regulatory changes effective January 1, 1996 had the effect of greatly
reducing discounts and free airtime offered to advertisers, requiring
advertisers to pay the full cost (and taxes based on such full cost) set forth
in the broadcaster's price list for a particular time slot, as filed with the
Greek tax authorities. A joint directive of the Greek Ministry of Press and
Mass Media and Ministry of Finance, for the purpose of clarifying the term
"advertising" under Greek tax law, broadened the definition beyond spots aired
in return for cash payments to cover all publicity aired. The directive also
clarified a number of procedures relating to collection of taxes in respect of
advertising. See "Business--Regulation."

While the Company sells a significant portion of its available advertising
time, it does not sell all of it. The Company sold approximately 84% of total
available advertising time during prime-time broadcasts and

21
<PAGE>

approximately 63% of total available advertising time (including dead time
allocated to audiotext, infomercials and home shopping) during Fiscal 1998.
See "Business--Television Advertising--General." The Company uses a variety of
means to utilize unsold advertising time in all time periods (commonly
referred to as "dead time") to improve its operating results and cash flows.
Such other sources include audiotext and infomercials. The Company derives
revenue from two affiliated entities, Audiotex, which generates audiotext
revenue, and Epikinonia Ltd. ("Epikinonia"), which produces infomercials and
pays Antenna for production and technical support. See "Related Party
Transactions." The Company intends to use a portion of the proceeds of the
Offering to acquire a 51% interest in Audiotex. See "Use of Proceeds."

The Company also derives revenue from royalties received from syndicating
its own programming. Such programming sales are made to a variety of users,
including a television network in Cyprus (operated by Antenna TV Ltd. (Cyprus)
("Antenna Cyprus")), and broadcasters targeting Greek-speaking viewers in the
United States, Canada and Australia. Sales of programming to Greek-speaking
viewers in the United States and Canada are made through Antenna Satellite TV
(USA) Inc. ("Antenna Satellite") and in Australia through Pacific Broadcast,
companies affiliated with Mr. Minos Kyriakou. Revenue derived from Antenna
Satellite, Antenna Cyprus and Pacific Broadcast represented revenue from
sources outside Greece. See Note 23 of Notes to Financial Statements. The
Company intends to use a portion of the proceeds of the Offering to acquire a
100% interest in Pacific Broadcast. In addition, selected news footage is sold
to other news broadcasters around the world. The Company also expects to
derive revenue from various other sources in the future. See "Business--The
Company--Business Strategy" and "--Other Sources of Revenue."

The Company's revenue fluctuates throughout the year, with advertising
revenue at its lowest level during the Company's third fiscal quarter
(approximately 11.0% of total net revenue in Fiscal 1998), and at its highest
level during the fourth fiscal quarter (approximately 37.3% of total net
revenue in Fiscal 1998).

Cost of sales includes the costs of acquiring foreign programming and Greek
features and the cost of gathering, producing and broadcasting news. Selling,
general and administrative expenses ("SG&A") includes payroll costs and sales,
marketing and promotion costs, the broadcast license fee and other operating
and administrative expenses. In September 1996, the Company began accruing,
for the first time, the broadcast license fee payable pursuant to the Media
Law. See "Business--Regulation." This fee currently is calculated on the basis
of 2% of gross advertising revenue.

Programming costs generally either are expensed as cost of sales in the year
incurred or capitalized and amortized over a period of three to four years.
Programs that are expensed in the current period include news programs and a
portion of acquired programming (principally Greek features). For such
programming, substantially all of the value is realized upon the initial
broadcast, either because of the topical nature of the programming or, in the
case of acquired programming, contractual limitations on subsequent
broadcasts. Acquired foreign programs, which have contracts limiting the
Company to a specific number of broadcasts during their term (usually two
broadcasts during a two- or three-year period), are expensed in equal portions
each time the program is broadcast. The costs of other programming, such as
series, soap operas, shows, and made-for-television movies, where substantial
value can be realized through multiple broadcasts or syndication, are
capitalized as an asset and amortized, unless the Company determines during
the current period that a program is unlikely to generate revenue in future
periods, in which case the associated costs are expensed in the current
period.

The Company follows SFAS 53 regarding the amortization of programming
production and acquisition costs. Consequently, all direct and certain
indirect production costs (other than in respect of news and similar
programming) are capitalized as investment in programs. These costs are stated
at the lower of unamortized cost or estimated net realizable value. Under SFAS
53, estimated total production costs for an individual program or series are
amortized in the proportion that the revenue realized relates to management's
estimate of the total future revenue expected to be generated from such
program or series based upon past experience. Estimates of future revenues are
reviewed periodically in relation to historical revenue trends and the
amortization of programming costs is adjusted accordingly. To the extent such
estimates differ from the actual results, such

22
<PAGE>

amortization periods will be adjusted. Such adjustments could have a material
adverse effect on the Company's financial condition and results of operations.

An important component of the Company's strategy for maximizing operating
performance and long-term profitability is to continue making investments in
programming to build up its own programming library. It has implemented this
strategy over the past few years by significantly increasing its programming
expenditures. The Company retains all rights to the programming in its library
and believes that such rights may represent values in excess of net book
value. Such value is demonstrated by the advertising revenue that the Company
generates from rebroadcasting programming produced in prior years and from
programming syndicated to other networks, including, in each case, programming
for which the production costs have been fully amortized. In certain cases,
advertising revenue has exceeded the advertising revenue generated from the
initial broadcast. The Company expects to continue to expand its programming
library and to exploit the library through the airing of reruns and the
distribution and syndication of broadcast rights to third parties. Programming
from the library is broadcast to Greeks abroad through third parties and in
the future will also be broadcast directly. Management will continue to
evaluate the total estimated revenues as new markets are entered and revenues
are realized.

Following the Acquisitions, the Company will own 51% of Audiotex, 100% of
Pacific Broadcast, 99.97% of Antenna Radio and 100% of Antenna Spoudastiki,
all of the results of which will be consolidated with Antenna's results (and,
in place of related party revenue, the Company will record the underlying
revenue and income (loss) of the acquired entities after elimination of
intercompany adjustments), except Audiotex, which will be accounted for using
the equity method, as the minority shareholder has significant veto rights in
operating decisions. The proposed business combinations are among businesses
under common control and will, therefore, be accounted for "as if" a pooling
of interest had occurred. Accordingly, the balance sheets and statements of
operations will be combined based upon their book values and historical
results of operations, respectively. The cash amounts to be paid for the
Acquisitions, in excess of the book values of the businesses being acquired
will be treated as a dividend to the selling shareholders.

Results of Operations

Fiscal Year Ended December 31, 1998
Compared to Fiscal Year Ended December 31, 1997

Net revenue increased GRD 6,053 million ($21.6 million), or 23.5%, from GRD
25,751 million ($92.0 million) in Fiscal 1997 to GRD 31,804 million ($113.6
million) in Fiscal 1998. This increase was attributable primarily to an
increase in advertising revenue and, to a lesser extent, related party
revenue. Advertising revenue, which comprised 90.2% of total net revenues for
Fiscal 1998 (90.3% in the prior period), increased GRD 5,443 million ($19.5
million), or 23.4%, from GRD 23,242 million ($83.0 million) in Fiscal 1997 to
GRD 28,685 million ($102.5 million) in Fiscal 1998, reflecting increases
principally in volume and to a lesser extent rates, which in turn reflected
higher ratings, as well as growth in the television advertising market
generally. Rebates granted to advertisers in Fiscal 1998 totaled GRD 2,160
million ($7.7 million) compared to GRD 1,856 million ($6.6 million) in Fiscal
1997.

Related party revenue increased GRD 582 million ($2.0 million), or 25.1%,
from GRD 2,317 million ($8.3 million) in Fiscal 1997 to GRD 2,899 million
($10.3 million) in Fiscal 1998, which increase was attributable principally to
revenue from Pacific Broadcast (reflecting programming revenue earned for the
full year in 1998 as compared to six months in 1997), Antenna Satellite
(reflecting an increased license fee for the full year in 1998 as compared to
six months in 1997), Antenna Radio (representing interest on credit facility),
Antenna Cyprus, Audiotex (from audiotext revenue) and Epikinonia (reflecting
an increased use of infomercials by advertisers), partially offset by the
absence of revenue from Catalogue Auctions Hellas S.A. ("Catalogue Auctions")
in 1998.

Other revenue, representing revenue from program sales, Visa(R) card fees
and commissions, and revenue from the provision of technical services and from
infomercials, increased GRD 28 million ($0.1 million), or

23
<PAGE>

14.5%, from GRD 192 million ($0.7 million) in Fiscal 1997 to GRD 220 million
($0.8 million) in Fiscal 1998, as a result of increased revenues from
Antenna's branded credit card and sales of programming to third parties,
partially offset by lower technical services revenue.

Cost of sales decreased GRD 252 million ($0.9 million), or 4.7%, from GRD
5,394 million ($19.3 million) in Fiscal 1997 to GRD 5,142 million ($18.4
million) in Fiscal 1998. This decrease was attributable primarily to a
decrease in costs associated with the acquisition of foreign programming
(reflecting lower volumes and lower prices) and the production of news
(reflecting in large part coverage of municipal elections and other events),
partially offset by an increase in the costs associated with the acquisition
of Greek features (reflecting a shift in programming to higher-quality
features and an increase in volume).

SG&A increased GRD 46 million ($0.1 million), or 1.2%, from GRD 3,716
million ($13.3 million) in Fiscal 1997 to GRD 3,762 million ($13.4 million) in
Fiscal 1998. This increase was attributable principally to higher broadcast
license fees (because of increased revenue and assessments in respect of prior
frequency fee accruals), higher market research expenses (associated with the
Company's strategy of producing high quality, innovative programming that
appeals to audiences attractive to advertisers), higher legal and accounting
expenses (associated with the Company's obligations as a reporting company
under the Exchange Act) and a higher payroll (due to salary increases),
partially offset by decreases in sales promotion and advertising, travel and
general office expenses.

Amortization of programming costs decreased GRD 51 million ($0.2 million),
or 0.4%, from GRD 12,434 million ($44.4 million) in Fiscal 1997 to GRD 12,383
million ($44.2 million) in Fiscal 1998. In September 1998, the contract to
broadcast basketball games of a National Greek Championship league terminated
and was not renewed. Such games will be broadcast exclusively by the pay
television network and, accordingly, the decision not to renew such contract
is not expected to impact the Company's advertising share. Such decision
resulted principally in lower programming costs and which in turn resulted in
lower amortization.

Depreciation increased GRD 106 million ($0.4 million), or 21.2%, from GRD
494 million ($1.8 million) in Fiscal 1997 to GRD 600 million ($2.2 million) in
Fiscal 1998.

Operating income increased GRD 6,204 million ($22.1 million), or 167%, from
GRD 3,713 million ($13.3 million) in Fiscal 1997 to 9,917 million ($35.4
million) in Fiscal 1998, principally reflecting an increase in total net
revenue during the period and lower cost of sales, partially offset by a
slight increase in SG&A.

Interest expense, net increased GRD 314 million ($1.1 million), or 12.4%,
from GRD 2,533 million ($9.1 million) in Fiscal 1997 to GRD 2,847 million
($10.2 million) in Fiscal 1998, reflecting an increase in gross interest
expense resulting from the issuance of the Senior Notes and a decrease in
interest income primarily as a result of lower interest rates during Fiscal
1998. See "--Liquidity and Capital Resources."

Foreign exchange losses and other, net increased GRD 3,328 million ($11.9
million) from GRD 679 million ($2.4 million) in Fiscal 1997 to GRD 4,007
million ($14.3 million) in Fiscal 1998, primarily due to the amortization of
the premium on the foreign exchange contract of GRD 1,305 million ($4.7
million), the loss on the foreign exchange contract of GRD 2,464 million ($8.8
million) and the loss on a foreign currency option of GRD 254 million ($0.9
million). The exchange rate for converting drachmae to dollars ranged from
276.60 to 323.13, reflecting in part a 14% devaluation of the drachma in March
1998, with the drachma appreciating to 279.90 at period-end. See "--
Quantitative and Qualitative Disclosures About Market Risk."

Provision for income taxes increased GRD 1,830 million ($6.5 million) from
GRD 248 million ($0.9 million) in Fiscal 1997 to GRD 2,078 million ($7.4
million) in Fiscal 1998 due principally to higher income before taxes, and an
increase in the valuation allowance taken on deferred tax assets (arising from
tax losses in 1999, primarily due to the foreign exchange loss incurred on the
forward contract which will not fully reverse before its expiration).

24
<PAGE>

Net income increased GRD 732 million ($2.6 million) from GRD 253 million
($0.9 million) in Fiscal 1997 to GRD 985 million ($3.5 million) in Fiscal
1998. As a percentage of total net revenue, net income increased 1.0% to 3.1%.

Fiscal Year Ended December 31, 1997
Compared to Fiscal Year Ended December 31, 1996

Net revenue increased GRD 385 million ($1.4 million), or 1.5%, from GRD
25,366 million ($90.6 million) in Fiscal 1996 to GRD 25,751 million ($92.0
million) in Fiscal 1997. This increase was attributable primarily to an
increase in advertising revenue, which comprised 90.3% of total net revenue in
Fiscal 1997, partially offset by a decrease in related party revenues.
Advertising revenue increased GRD 1,156 million ($4.1 million), or 5.2%, in
Fiscal 1997 over Fiscal 1996, which increase was attributable principally to a
reduction in dead time and an increase in volume of advertising as a result of
refinements by the Company in its programming mix to better reach the target
audiences of its advertisers, including through the use of sponsored one- to
two-minute fillers. Rebates granted to advertisers in Fiscal 1997 totaled GRD
1,856 million ($6.6 million) compared to GRD 1,633 million ($5.8 million) in
Fiscal 1996.

Related party revenue decreased GRD 822 million ($2.9 million), or 26.2%,
from GRD 3,139 million ($11.2 million) in Fiscal 1996 to GRD 2,317 million
($8.3 million) in Fiscal 1997, as a result of a non-recurring distribution
license fee in Fiscal 1996 from Antenna Satellite of GRD 1,354 million ($4.8
million), partially offset by increased revenues from Epikinonia (reflecting
increased use among advertisers of infomercials), Audiotex (reflecting an
expanded range of services provided to Audiotex), Antenna Cyprus (reflecting
increased program sales) and Antenna Radio (representing interest on a credit
facility). See "Certain Related Transactions." The decrease in revenue from
related parties was also partially offset by revenue from two affiliated
companies which began operations in 1997: Catalogue Auctions (GRD 34 million
($0.1 million)) and Pacific Broadcast (GRD 259 million ($0.9 million)). See
"Related Party Transactions."

Other revenue increased 36.2% from GRD 141 million ($0.5 million) in Fiscal
1996 to GRD 192 million ($0.7 million) in Fiscal 1997, as a result of
increased revenue from the provision of technical services (principally to
local networks) and revenue from distribution agreements and Visa card fees
and commissions, partially offset by a decrease in telemarketing revenue.

Cost of sales decreased GRD 2,168 million ($7.7 million), or 28.7%, from GRD
7,562 million ($27.0 million) in Fiscal 1996 to GRD 5,394 million ($19.3
million) in Fiscal 1997. This decrease was attributable primarily to a
decrease of GRD 1,789 million ($6.4 million) in costs associated with the
acquisition of foreign programming and Greek features (reflecting lower
average prices and lower volume) as the Company made greater use of its
library, and a decrease in costs associated with the production of news
(reflecting the impact of the Company's cost containment efforts commenced in
Fiscal 1996).

SG&A increased GRD 600 million ($2.2 million), or 19.2%, from GRD 3,117
million ($11.1 million) in Fiscal 1996 to GRD 3,717 million ($13.3 million) in
Fiscal 1997. This increase was attributable principally to the impact of
broadcast license fees for a full year, which increased GRD 342 million ($1.2
million), and higher advertising, market research and sales promotion expenses
(principally costs associated with testing of audience response to
programming), which increased GRD 160 million ($0.6 million), and the accrual
of auditing and consulting fees in connection with the issuance of the Senior
Notes.

Amortization of programming costs increased GRD 869 million ($3.1 million),
or 7.5%, from GRD 11,565 million ($41.3 million) in Fiscal 1996 to GRD 12,434
million ($44.4 million) in Fiscal 1997, which reflected the cumulative effect
of amortizing programming costs from increased programming expenditures in
current and prior years.

Depreciation and other amortization increased GRD 27 million ($0.1 million),
or 5.8%, from GRD 468 million ($1.7 million) in Fiscal 1996 to GRD 495 million
($1.8 million) in Fiscal 1997.

25
<PAGE>

Operating income increased GRD 1,058 million ($3.8 million), or 39.8%, from
GRD 2,655 million ($9.5 million) in Fiscal 1996 to GRD 3,713 million ($13.3
million) in Fiscal 1997, principally reflecting a decrease in costs of sales
and an increase in total net revenue, partially offset by an increase in SG&A.

Interest expense, net increased GRD 483 million ($1.7 million), or 23.6%,
from GRD 2,049 million ($7.3 million) in Fiscal 1996 to GRD 2,532 million
($9.0 million) in Fiscal 1997, reflecting higher levels of long term debt
(including the Senior Notes), partially offset by an increase in interest
income as a result of higher levels of cash on hand.

Foreign exchange (losses) gains and other, net increased GRD 976 million
($3.5 million) from a gain of GRD 297 million ($1.1 million) in Fiscal 1996 to
a loss of GRD 679 million ($2.4 million), reflecting a foreign exchange loss
in 1997 due to depreciation of the drachma, compared to a gain in 1996, offset
in part by an increase in other income.

Provision for income taxes decreased GRD 183 million ($0.6 million) from GRD
431 million ($1.5 million) in Fiscal 1996 to GRD 248 million ($0.9 million) in
Fiscal 1997. The statutory rate during these periods was 35%. The effective
tax rate was slightly higher during Fiscal 1997 primarily reflecting higher
levels of non-deductible expenses during that period. Subsequent to year-end
1997, the statutory tax rate was increased from 35% to 40%.

Net income decreased GRD 219 million ($0.8 million) to GRD 253 million ($0.9
million). As a percentage of total net revenue, net income decreased from 1.9%
to 1.0%.

Liquidity and Capital Resources

The Company historically has funded its operations, expenditures for
programming, working capital requirements and capital expenditures principally
through a combination of indebtedness and cash flow from operations. As of
December 31, 1998, the Company had approximately GRD 32,600 million ($116.5
million) of total long-term debt (principally the Senior Notes, as well as
long-term obligations under capital leases).

The Company's principal uses of funds are payments for programming (which
includes cash expenditures for programming aired during the period plus cash
expenditures for programming to be aired in the future), which expenditures
totaled GRD 13,468 million ($48.1 million) in Fiscal 1997 and GRD 14,401
million ($51.4 million) in Fiscal 1998. The Company intends to use
approximately $46.4 million of the net proceeds from the Offering, together
with available cash of GRD 11,285 million ($40.3 million) as of December 31,
1998, to fund the Acquisitions, its investment in a DTH venture (if an
appropriate opportunity presents itself), its investment in digital
production, news gathering and transmission equipment, the acquisition of new
offices and production facilities and the distribution of programming in
Europe and South Africa. See "Use of Proceeds." Based on its current analysis
of operations, management believes that the balance of the proceeds together
with cash flow from operations will be sufficient to meet its cash flow needs
for the current fiscal year. Factors beyond the Company's control may cause
its anticipated cash flow needs to vary in the future. See "Special Note
Regarding Forward-Looking Statements" and "Risk Factors."

Operating Activities. Net cash used in operating activities was GRD 4,785
million ($17.1 million) in Fiscal 1997 compared to net cash provided of GRD
4,152 million ($14.8 million) in Fiscal 1998, reflecting an increase in income
from operations and an increase in accrued expenses. Net cash provided by
operating activities was GRD 1,857 million ($6.6 million) in Fiscal 1996.

Investing Activities. Net cash used in investing activities was GRD 240
million ($0.9 million) in Fiscal 1997 and GRD 385 million ($1.4 million) in
Fiscal 1998, reflecting increased purchases of fixed assets such as technical,
computer and office equipment. Net cash used in investing activities was GRD
226 million ($0.8 million) in Fiscal 1996.

26
<PAGE>

Financing Activities. Net cash provided by financing activities was GRD
16,609 million ($59.3 million) in Fiscal 1997 compared to net cash used of GRD
3,963 million ($14.2 million) in Fiscal 1998. In Fiscal 1997, the Company
raised the proceeds from the Senior Notes which, together with available cash,
were used to fund operating activities. In Fiscal 1998, the Company used cash
provided by operating activities to fund the payment of dividends and other
financial expenses. Net cash used in financing activities was GRD 4,463
million ($15.9 million) in Fiscal 1996.

Distributable Reserves. The Company had distributable reserves in its Greek
statutory accounts of approximately GRD 1,626 million ($5.8 million), and,
subject to the provisions of the Senior Notes Indenture, distributed GRD 1,000
million ($3.6 million) of such reserves in August 1998 as a dividend, which
was declared in June 1998. Other than the foregoing, the Company does not
intend to pay dividends for the foreseeable future. The declaration of future
dividends will be subject to the requirements of Greek corporate law and the
terms of the Senior Notes Indenture. See "Dividend Policy" and Note 20 of
Notes to Financial Statements.

Other Long-term Liability. The Company has an outstanding liability to the
Pension Fund for Athens and Thessaloniki Newspaper Employees for advertiser
contributions. It is expected that the repayment terms will be structured over
approximately three years. An installment of approximately GRD 322 million
($1.2 million) was paid during Fiscal 1997 and approximately GRD 1,001 million
($3.6 million) was paid during Fiscal 1998.

Quantitative and Qualitative Disclosures About Market Risk

Foreign Exchange Risk Management

The Company's functional currency is the drachma, but certain of its
revenue, operating costs and expenses are denominated in foreign currencies.
Transactions involving other currencies are converted into drachmae using the
exchange rates in effect at the time of the transactions. Assets and
liabilities denominated in other currencies are stated at the drachma
equivalent using exchange rates in effect at period-end. Non-drachma
denominated revenue, principally from licensing and distribution of
programming outside Greece, accounted for GRD 2,043 million ($7.3 million), or
6.4%, of total net revenue in Fiscal 1998. The Company's non-drachma
denominated operating costs, principally foreign-produced programming invoiced
in U.S. dollars, accounted for 5.1% of total net revenue in Fiscal 1998. Non-
drachma denominated indebtedness (primarily U.S. dollars) totaled GRD 32,666
million ($116.8 million), or 100%, of total indebtedness, at December 31,
1998. Gains and losses resulting from exchange rate fluctuations are reflected
in the statements of operations.

Historically, advertising in most forms of media has been correlated to
general economic conditions. Since substantially all of the Company's
operations are conducted in Greece, the Company's operating results will
depend to a certain extent on the prevailing economic conditions in Greece.
Furthermore, a significant proportion of the Company's revenue is in drachmae.
On March 14, 1998, the drachma was devalued against major currencies by
approximately 14% in an effort by the Greek government to meet European
Monetary Union ("EMU") membership targets with respect to budget deficits and
inflation. The devaluation successfully resulted in the first step towards
qualification for EMU membership by bringing the drachma into the European
Exchange Rate Mechanism ("ERM"). Two years of ERM membership is a prerequisite
to joining the EMU. The Company believes that the devaluation of the drachma
could result in general economic conditions that favor increased advertising
expenditures and that it is well positioned to benefit from any such general
increases in advertising expenditures. Any such increases, however, would be
offset by any foreign exchange losses incurred to meet non-drachma denominated
obligations from drachma denominated revenues to the extent non-drachma
dominated revenues and cash on hand are insufficient to meet such non-drachma
denominated obligations.

The Company expects to increase modestly the level of non-drachma
denominated revenue as result of its strategy of increasing its sales of
programming to Greek-speaking audiences resident outside Greece and to other
markets.

27
<PAGE>

The Company hedges elements of its currency exposure through use of such
derivative instruments as forward exchange agreements and currency options,
though it might also consider interest rate swaps. Its current instruments
expire in May 1999, and the Company is evaluating alternatives in anticipation
of such expiration. Derivatives involve, to varying degrees, market exposure
and credit risk. Market exposure means that changes in interest rates or
currency exchange rates cause the value of financial instruments to decrease
or increase or its obligations to be more or less costly to settle. When used
for risk management purposes, any gains or losses on the derivatives will
offset losses or gains on the asset, liability or transaction being hedged.
The Company has experienced net foreign exchange losses in the past, and it
could experience net foreign exchange losses in the future to the extent that
foreign exchange rates shift in excess of the risk covered by hedging
arrangements. Credit risk would arise in the event of non-performance by a
counterparty. The Company intends to minimize credit risk by entering into
contracts only with highly credit rated counterparties and through internal
limits and monitoring procedures.

The financial instruments to which the Company is a party are recorded in
the balance sheet at fair value unless, for accounting purposes, they meet the
criteria for a hedge of an identifiable foreign currency commitment. A foreign
exchange contract is considered a hedge of an identifiable foreign currency
commitment if: (i) the contract is designated, and effective, as a hedge of a
foreign currency commitment and (ii) the foreign currency commitment is firm.
Gains and losses on foreign exchange contracts meeting these criteria are
deferred and included in the measurement of the related foreign currency
transaction, unless it is estimated that the deferral would lead to
recognition of losses in a later period, in which case such losses are not
deferred.

The Company has entered into a forward contract for the purchase of U.S.
dollars. The notional amount of the contract is $87 million. The forward rate
is 334 drachmae to the dollar. The premium (representing the difference
between the spot rate of 310 drachma to the dollar on the contract's effective
date and the forward rate), aggregating GRD 2,088 million ($7.5 million), is
being amortized over the term of the contract (May 1999). Of this amount, GRD
1,305 million ($4.7 million) was recognized in Fiscal 1998, with the balance
to be recognized over the life of the contract (the first and second quarters
of 1999). In addition, foreign exchange gains or losses on the Company's non-
drachma denominated indebtedness (currently, the Senior Notes) will be
partially offset by corresponding losses or gains on the forward contract's
notional amount.

At December 31, 1998, the following contracts to buy and sell currencies
(maturing within one year) were outstanding:

<TABLE>
<CAPTION>
Mark to
Currency Buy Sell Market Value
-------- ------ ------------- ------------
(GRD) (GRD)
(in millions)
<S> <C> <C> <C>
Forward contract ($87 million)............. 29,058 -- 533
</TABLE>

The Company also purchased for GRD 695 million ($2.48 million), a currency
option during the fourth quarter of 1998 to sell dollars in May 1999 at GRD
280 per dollar, covering a notional amount of $104 million. The option has
been recorded on the balance sheet at its market value and will be marked to
market each accounting period with the resulting gain or loss being reflected
in the statement of operations. During the fourth quarter of 1998, GRD 254
million ($0.9 million) was recorded as part of the foreign exchange loss in
the statement of operations. The remaining amount paid will be recognized in
the statement of operations over the remaining life of the option (the first
and second quarters of 1999).

The following table sets forth the principal, cash flows and related
weighted average interest rates by expected maturity date of indebtedness of
the Company that may be sensitive to foreign currency exchange rate
fluctuations:

<TABLE>
<CAPTION>
Financial Instrument Maturity (2007) Fair Value
-------------------- --------------- ------------
(GRD) ($) (GRD) ($)
(in millions)
<S> <C> <C>
Senior Notes ($115 million).................... 32,545 115.0 27,663 97.8
</TABLE>

The average interest rate represents the stated interest rate of 9% plus
amortization of deferred issuance costs.

28
<PAGE>

Interest Rate Risk Management

The Company manages interest rate risk by financing noncurrent assets and a
portion of current assets with equity, long-term liabilities and long-term
debt with fixed interest rates.

<TABLE>
<CAPTION>
Financial Instrument Maturity (2007) Total Fair Value
-------------------- --------------- ---------- -----------
(GRD) ($) (GRD) ($) (GRD) ($)
(in millions)
<S> <C> <C> <C>
Senior Notes ($115 million).......... 32,545 115.0 32,545 115 27,663 97.8
Average interest rate................ 10% 10% --
</TABLE>

The average interest rate represents the stated interest rate of 9% plus
amortization of deferred issuance costs.

Year 2000 and Euro Conversion

The Company is aware of the issues associated with the programming code in
existing computer systems as the millennium (Year 2000) approaches. The "Year
2000 problem" is pervasive and complex as virtually every computer operation
will be affected in some way by the rollover of the two digit year value to
00. The issue is whether computer systems will properly recognize date
sensitive information when the year changes to 2000. Systems that do not
properly recognize such information could generate erroneous data or cause a
system to fail.

The Company is in the process of upgrading its management information system
under the direction of the Information Technology Department. The principal
areas affected by the Year 2000 problem are its computer network, customer
billing system and business systems (accounting, finance, advertising,
marketing, human resources, journalist support and transmission systems). The
hardware related to its computer network is Year 2000-compliant, while the
operating systems related to the computer network are expected to be year
2000-compliant by mid-1999. During 1998, the Company spent GRD 52 million
($0.2 million) upgrading its computer network. The software applications
related to its business systems are expected to be Year 2000-compliant by
early 1999. The cost of upgrading the Company's accounting and finance systems
is estimated to be GRD 50 million ($0.2 million). The balance of the necessary
upgrades will be completed by the end of 1999, at a cost of approximately GRD
92 million ($0.3 million).

The Company is continuing to evaluate the extent to which non-information
technology systems may be impacted by the Year 2000 and the types of
contingency plans that may be necessary if its management information systems
and/or non-information technology systems were to be non-Year 2000 compliant.
Such an evaluation is expected to be completed by mid-March 1999. The Company
is also continuing to evaluate the extent to which failure of third parties
with which the Company interacts to be Year 2000-compliant could have a
material adverse effect on the Company's financial condition or results of
operations. Such third parties could include, among others, advertisers,
providers of satellite transmission facilities, production companies and
suppliers of foreign programming. Any Year 2000 compliance problem of the
Company, any of its vendors and any other company with which it interacts or
otherwise does business could have a material adverse effect on the Company's
financial condition or results of operations. The Company's Year 2000 upgrade
is expected to be completed by mid-1999. The Company has not yet developed
contingency plans that address its failure to be Year 2000-compliant or the
failure of third parties with which the Company deals to be Year 2000-
compliant.

The Company's revenues and expenses are denominated in drachmae and dollars.
Greece is not among the eleven members of the European Union whose currencies
became subject to conversion to the euro commencing January 1, 1999. The
Company is not party to any material contracts in which payment is expected to
be made in a currency which is scheduled to be converted to the euro. The
Company's upgraded management information system is expected to be capable of
handling conversion to the euro.

29
<PAGE>

Inflation

Although the Greek economy has long been subject to both high levels of
inflation and the effects of the Greek government's measures to curb inflation
such as high real interest rates, the Company does not believe inflation has
had a material effect on its results of operations or financial condition for
the periods presented. Greece experienced average annual rates of inflation of
10.9%, 8.9%, 8.2%, 5.6% and 4.8% in the years 1994 through 1998, respectively.
See "Risk Factors--Possible Effects of Inflation and Fluctuations in Exchange
Rates."

Recent Accounting Pronouncements

Derivative Instruments

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts (collectively
referred to as derivatives), and for hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management has not determined the effect of the adoption
of SFAS 133.

Accounting for Computer Software

In January 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position 98-1, "Accounting for the costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP
98-1 becomes effective for all fiscal years beginning after December 15, 1998.
The Company does not expect the adoption of SOP 98-1 to have a material impact
on Company's financial statements.

Reporting on the Costs of Start-Up Activities

The AICPA issued Statement of Position 98-5, "Reporting on the Costs of
Start-up Activities" ("SOP 98-5") in April 1998 and is effective for fiscal
periods beginning after December 15, 1998. SOP 98-5 provides guidance on the
financial reporting of start-up costs and organization costs. It requires
costs of start-up activities and organization costs to be expensed as
incurred. The Company is evaluating the effect of the pronouncement.

30
<PAGE>

BUSINESS

The Company

The Company owns and operates ANTENNA TV, which is one of the leading
television broadcast networks and producers of television programming in
Greece. Among Greek television networks, Antenna has the leading share of
television advertising revenues and a leading position in terms of ratings and
audience share. Antenna's position has been achieved through an emphasis on
quality and innovative programming that appeals to a variety of audience
segments representing a broad cross-section of the Greek population and enjoys
strong brand recognition. Antenna operates 24 hours a day, seven days a week
through a network of approximately 450 transmission towers and relay stations
located throughout Greece. The Company provides over-the-air television
broadcasting services and its broadcasts reach approximately 99% of Greece's
3.2 million television households, thereby accessing an audience of
approximately 10.3 million people. Antenna's broadcast signal can also be
received in parts of Greece's neighboring countries, including Albania,
Bulgaria, the Former Yugoslav Republic of Macedonia, new Yugoslavia (Serbia
and Montenegro), Turkey and Romania. The Company, which was founded by Mr.
Minos Kyriakou, its current Chairman and Chief Executive Officer, commenced
operations in December 1989 shortly after the introduction of private
commercial television in Greece.

The Greek advertising industry, and television advertising in particular
(which the Company estimates represented 65% of total advertising in 1998),
has grown significantly in recent years. Television advertising expenditures
have experienced approximately 20% average annual real growth since 1989,
outpacing the growth in total advertising expenditures. This growth is
attributable to a number of factors, including the introduction of private
commercial television in Greece in 1989 and increased average television
viewing time. There currently are nine television networks ranked by AGB
broadcasting nationally, six of which are private. For Fiscal 1998, these nine
networks accounted for approximately 89% of the audience share and 99% of the
television advertising expenditures in Greece. Greek average daily television
viewing time increased from 131 minutes in 1990 to 219 minutes in 1998,
primarily as a result of higher quality programming and greater programming
variety.

The Company seeks to position itself as a provider of high quality and
innovative programs and as the authoritative voice in Greece for news and
current affairs programs. The Company produces a significant proportion of its
own programming, which enables it to respond more effectively to the viewing
tastes of its target audiences and to control costs through test marketing of
pilot programs. This strategy is designed to maximize audience share and
ratings. In 1998, approximately 70% of Antenna's weekly, prime-time
programming and approximately 77% of programming aired between 7:00 a.m. and
1:00 a.m. (based on hours broadcast) was produced by Antenna. The balance was
acquired by Antenna from a variety of suppliers. Antenna is the only Greek
network to consistently produce its own soap operas, which are among the most
popular types of television programs in Greece. Since 1990, Antenna has been
the principal contributor from Greece to CNN for news relating to Greece, a
regular contributor to CNN's Sunday World Report and a contributor of news
feeds to a number of networks relating to certain areas outside of Greece,
such as the neighboring Balkan countries.

Business Strategy

The Company will continue to focus on its core activities and expand into
complementary media-related activities in order to maximize its operating
performance and profitability. The strategies to achieve these objectives
include the following:

. Maximizing Audience Share. The Company intends to continue to produce
and broadcast programming that will enable it to maintain and enhance
its leading position in the Greek multi-channel television market. The
Company believes that its innovative and high-quality programming and
experience in scheduling enables it to achieve greater audience share.
Since its launch, the Company has been, and expects to continue to be, a
market innovator in programming formats and scheduling.

31
<PAGE>

. Successfully Targeting Attractive Demographic Groups. The Company seeks
to maximize its advertising revenue by broadcasting programming that
appeals to a variety of audience segments representing a broad cross-
section of the Greek population. Antenna places particular emphasis on
attracting viewers from demographic groups that are most attractive to
advertisers. The Company produces a significant proportion of its own
programming, which enables it to respond more effectively to the viewing
tastes of its target audiences. The Company's programming includes news,
talk shows and current affairs programs, soap operas, selected foreign
movies and exclusive live sports coverage, which are broadcast in time
slots aimed at gaining the largest and most attractive demographic
audience profile from the potential viewership at that time. The Company
also seeks to maximize advertising revenue by increasing the percentage
of airtime sold at higher rates. Furthermore, Antenna was the first
network in Greece to offer advertisers the opportunity to target
specific demographic groups through one- to three-minute fillers between
programs. Antenna believes it is the first broadcaster to develop a
strategy to target specific local markets within Greece for advertising,
using technology already in place.

. Building and Capitalizing on Programming Library. During the past few
years, the Company has invested significantly in the development of its
programming library. The programming library represents approximately
32,670 hours of programming produced by Antenna and 4,138 hours of
acquired programming. Programs are produced and marketed with a view to
maximizing both short-term revenue from the initial airing and long-term
profitability through reruns and sales of broadcast rights. The Company
expects to continue to expand its programming library and to exploit the
library through the airing of reruns and the distribution and
syndication of broadcast rights to third-parties. Programming sales
include content for Greek-speaking audiences resident outside Greece and
dubbed content sold to other markets. Sales targeting Greek-speaking
viewers include sales of programming aired in Cyprus, the United States,
Canada and Australia. Antenna expects to target Greek-speaking audiences
in certain countries in Europe and South Africa through the launch of
its own networks. Sales of programming dubbed in other languages,
including soap operas, sports and made-for-television movies, are
expected in Latin America, the Balkans and the Middle East. The Company
also plans to sell programming to neighboring countries, particularly
countries in the Balkan region, whose populations share cultural and
other similarities with Greece and which have experienced an influx of
investment by Greek companies, including a number of the Company's
principal advertisers.

. Increasing Efficiency, Cost Control and Synergies. The Company aims to
maximize profitability by increasing efficiency, upgrading management
information systems and maintaining strict cost discipline through
rigorous budgeting, careful program planning as well as selected
audience and advertiser testing of pilot programs to ensure that
potential advertising revenue justify programming costs. The Company
believes that its ability to maximize its profitability and control its
costs are significantly enhanced by maintaining a high level of in-house
production, investing in state-of-the-art production (to reduce hours
needed for production and the costs per hour), news gathering and
transmission technology. The Company also seeks to retain its key talent
through long-term employment contracts, attractive compensation terms
and brand leadership. The Acquisitions are expected to give rise to
certain synergies. For example, the Company believes that the
integration of Antenna Radio with its existing television broadcasting
operations will give rise to synergies in production of news, sales,
promotions and administrative services.

. Capitalizing on Market Leadership to Expand into Related Media. The
Company intends to capitalize on its market leadership as an advertising
medium and producer, owner and broadcaster of programming, as well as
its strong brand identity, to expand into direct broadcast satellite
distribution and radio. A portion of the proceeds from the Offering will
be used to fund the acquisition of Antenna Radio and, if an appropriate
opportunity presents itself, the Company's investment in a DTH venture
and to develop DTH programming and channels.

. Pursuing Complementary Business Opportunities. In addition to the sale
of broadcast rights for its own programming, the Company also seeks to
generate incremental revenue through other means such

32
<PAGE>

as infomercials, audiotext programming, home shopping sales and
merchandising, which are promoted during dead time. The Company also
expects to generate additional revenue through the publication of a
television magazine. The Company's merchandising operations include a
co-branded Visa credit card issued by the Commercial Bank of Greece, the
second largest bank in Greece, sales of popular Antenna-produced shows,
series and sporting events on video cassettes and sales of merchandise
bearing the Antenna logo.

Greek Television Broadcasting Industry

The private commercial television industry in Greece began in late 1989. At
that time, the Greek television industry consisted of three government-owned
television stations (ET1, ET2 (which subsequently changed its name to NET) and
ET3) operated by ERT S.A. ("ERT"), the state-owned radio and television
broadcaster in Greece. Antenna was launched in December 1989, shortly after
the introduction of private commercial broadcasting in Greece. Six other
private commercial national networks--Mega Channel (launched in November
1989), New Channel (launched in April 1990), Star TV (launched in September
1993), Skai TV (launched in October 1993), Macedonia TV, formerly a regional
station (launched in April 1994) and Channel 5 (launched in November 1994)--
and a number of regional stations covering different geographic areas of
Greece currently are operational. See "--Regulation." In addition, a number of
small local stations broadcast without regulatory approval, but are not
considered to have a significant impact on the national or regional
advertising market. The number of such stations has been estimated to be as
high as 250, though government efforts to close down such stations has reduced
the number to approximately 120. Such efforts are continuing. In Fiscal 1998,
the nine national television broadcasters ranked by AGB accounted for
approximately 89% of the audience share and 99% of the television advertising
expenditures in Greece.

In October 1994, NetHold Mediterranean, a subsidiary of NetHold, began
offering subscription premium movie and sports programming in Greece through a
contractual arrangement with ERT. NetHold Mediterranean has reported that it
has approximately 250,000 subscribers. In addition, certain international
programmers, such as CNN, Euronews, Eurosport/TV5 Europe and RIK, currently
have their programming retransmitted in Greece by ERT. The Company believes
that such broadcasts have a negligible impact on the national advertising
market.

Greek Television Advertising Market

There are approximately 10.5 million people and approximately 3.2 million
television households in Greece. Daily viewing time in Greece has increased
significantly since the introduction of private commercial television
broadcasting in 1989. In 1998, Greek daily viewing time was 219 minutes,
compared to 131 minutes in 1990.

The Company estimates that Greek television net advertising expenditures
have experienced 20% average annual real growth since 1989, reaching
approximately GRD 80 billion ($285.8 million) in 1998. This growth is due
primarily to the availability of new products and services and the
privatization of Greek television, which increased average television viewing
time as a result of the higher quality and greater variety of programming.
Other factors contributing to the growth of the advertising industry generally
include a greater commercial emphasis on the part of an increasing number of
Greek companies being privatized, increased competition generally
(particularly in the food and beverage, household products, financial
services, automotive and mobile telephony sectors) and increased production
and marketing of brand-name products.

Television advertising in Greece accounts for a significant proportion of
total display advertising (GRD 124 billion ($443 million) in 1998). The
Company estimates that the proportion of Greek advertising (other than outdoor
advertising, which the Company believes to be immaterial) represented by
television advertising in 1998 was approximately 65%, as compared to 43% in
1989. In contrast, the Company estimates that the proportion of advertising
represented by magazine advertisements, newspaper advertisements and
advertisements aired over radio in Greece in 1998 was approximately 16%, 12%
and 7%, respectively. Regulatory changes that took effect at the beginning of
1996 caused television broadcasters to cease offering free advertising. Such
regulatory changes did not affect other media. See "--Television Advertising--
Advertising Share." Accordingly, the reported 1997 and 1998 advertising
figures for television advertising, on the one hand, and other media, on the
other, are not fully comparable. The proportion of advertising in Greece
represented by television advertising is one of the highest in the EU.

33
<PAGE>

The high proportion of advertising in Greece that is represented by
television advertising is attributable to a number of factors. These factors
include the relative popularity of television and its potential to deliver
more value relative to expenditures than other forms of advertising.
Generally, television's cost per 1,000 individuals reached (known as CPT) is
significantly lower than the CPT for newspaper and print advertising. In
addition, television is able to achieve more rapid "reach and frequency"
build-up (the criteria for evaluating the level of cumulative audience
exposure for advertising campaigns on the basis of the percentage of persons
exposed to an advertisement and the average number of exposures) than other
media. Furthermore, television has the potential to be more flexible, in terms
of deadlines and bookings, than other media.

Programming

The Company has positioned its broadcasting channel as a general audience
programmer, offering a full range of programming including national and
international news programs, talk shows and current affairs programs, foreign
and Greek dramas, situation comedies, soap operas, sporting events, variety
shows, game shows, Greek films and foreign feature films. Since its launch,
Antenna has been, and expects to continue to be, a market innovator in Greek
program formats and scheduling. Antenna was the first network in Greece to
introduce an entertainment and news program in the early evening (in 1990),
daytime talk shows dedicated to contemporary social issues (also in 1990), a
morning talk show (in 1991) and 24-hour programming coincident with the
outbreak of the Gulf War (also in 1991). These formats are now standard in the
Greek market. Antenna was also the first television network in Greece to
produce, and is currently the only such network to consistently produce, its
own soap operas. In 1998, approximately 70% of Antenna's weekly, prime-time
programming (9:00 p.m.-11:00 p.m.) and approximately 77% of programming aired
between 7:00 a.m. and 1:00 a.m. (based on hours broadcast) was produced by
Antenna. The balance was acquired by Antenna from a variety of suppliers,
principally U.S. studios and programming distributors.

The following table sets forth a breakdown of Antenna's own programming and
of acquired programming for 1997 and 1998 aired between 7:00 a.m. and 1:00
a.m.:

<TABLE>
<S> <C> <C> <C> <C>
Own Programming:
<CAPTION>
1997 1998
-------------------- --------------------
Yearly Yearly
Hours Hours
Type of Program Broadcast Percentage Broadcast Percentage
- --------------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C>
News................................ 730 13.2% 748 14.2%
Talk shows and current affairs...... 1,267 22.9 1,155 21.9
Greek prime-time dramas, situation
comedies and soap operas........... 770 13.9 926 17.6
Sports programs and live sporting
events............................. 267 4.8 190 3.6
Variety shows....................... 1,064 19.2 645 12.2
Game shows.......................... 135 2.4 149 2.8
Other............................... 87 1.6 257 4.9
----- ----- ----- -----
Total own programming............. 4,320 78.0% 4,070 77.1%
----- ----- ----- -----
Acquired Programming:
<CAPTION>
Type of Program
- ---------------
<S> <C> <C> <C> <C>
Foreign series...................... 369 6.7% 326 6.2%
Children's programming.............. 326 5.9 370 7.0
Foreign movies...................... 257 4.6 193 3.7
Greek movies........................ 264 4.8 317 6.0
----- ----- ----- -----
Total acquired programming........ 1,216 22.0% 1,206 22.9%
----- ----- ----- -----
Total........................... 5,536 100.0% 5,276 100.0%
===== ===== ===== =====
</TABLE>

34
<PAGE>

During the past few years, the Company has invested significantly in the
development of its programming library. The programming library represents
approximately 32,670 hours of own programming and 4,138 of acquired
programming. The Company continues to derive revenue from the airing of this
programming, either through reruns or the distribution and syndication of such
programming outside Greece. As of December 31, 1998, 47% of its programming
library was fully amortized.

Programming Produced by Antenna

The Company produces a variety of programs including news programs, talk
shows and current affairs programs, dramas, situation comedies, soap operas,
sports programs, variety shows and game shows. In 1998, Antenna produced all
of its ten most highly rated, regularly scheduled weekday programs and its ten
most highly rated, regularly scheduled weekday prime-time programs.

Programs produced by Antenna are produced either directly by Antenna at its
own facilities (approximately 80%) or under contract with third-party
production companies that provide Antenna with production facilities and
equipment (approximately 20%). In both cases, Antenna uses its own employees
or hires part-time personnel (including screenwriters, actors, producers and
directors) for substantially all of its production needs. Sub-contracting with
third-party production companies provides Antenna with additional production
facilities when needed, thereby reducing the fixed cost base which would be
required to maintain additional production facilities that may not be fully
utilized on a daily basis. The majority of programming produced at Antenna's
own facilities consists of news, current affairs and talk shows that are
broadcast live, as well as soap operas and variety shows. Programming produced
under contract includes dramas, situation comedies and game shows.

The Company intends to continue to produce a substantial portion of its own
programming as part of its strategy to increase audience share and attract
viewers from the demographic groups that are most attractive to advertisers
and to provide programming for foreign distribution. The Company's on-going
efforts to ensure high quality, popular programming include a wide range of
initiatives with regard to marketing, personnel and production. With the aid
of professional research companies, the Company uses audience focus groups in
determining which programs to broadcast and when. The Company carries out a
number of projects with such focus groups to ascertain general market trends
and the popularity of television personalities, and to test pilot programs to
determine their viability prior to committing significant financial and other
resources. Antenna places great emphasis on attracting and retaining leading
television scriptwriters, producers, directors, actors, game-show hosts,
journalists and newscasters through negotiated employment contracts,
attractive compensation packages, high quality programs and production
facilities, active publicity in support of talent and the recognized brand-
name of Antenna. Current initiatives to improve the technical quality and
reduce operating costs related to Antenna's program production include
enhancements to the Company's filming and editing facilities, investment in
digital production, news gathering and transmission equipment and the
acquisition of new offices and studios.

News. Antenna's news programming includes news broadcasts in the morning,
afternoon, early evening, prime-time and late-night time slots. Antenna places
great emphasis on producing news programs that will be viewed as the
authoritative source in terms of accuracy and objectivity, and strives to be
the first to report breaking news stories. Antenna's news programs
consistently have drawn the highest average audience shares in the market.
Since 1990, Antenna has been the principal contributor from Greece to CNN for
news relating to Greece, a regular contributor to CNN's Sunday World Report
and a contributor of news feeds relating to areas outside of Greece, such as
the Balkans. In addition, the Company undertakes indepth analysis and
investigative reporting to produce high-profile news stories and documentaries
concerning historical events and contemporary issues of interest to its target
audience and of significant archive value.

The Company maintains eight external news gathering (ENG) crews in Athens,
and approximately nine in other major cities in Greece, as part of its news-
gathering operation. The Company can rapidly deploy additional ENG crews in
response to particularly newsworthy events. Antenna has permanent news
correspondents stationed in London, Brussels, Moscow, New York, Washington,
D.C., Sydney, Bonn, Rome, Belgrade, Paris,

35
<PAGE>

and Nicosia, as well as a network of 20 correspondents throughout Greece and
five correspondents in Thessolaniki.

The Company is a member of the European Association of Private Television
("ACT"), an EU lobbying organization representing Europe's leading private
television networks. The Company is also a founding member and the only Greek
partner of ENEX, an organization established for the gathering and exchange of
news among Europe's leading private television networks. ENEX, whose members
include ITV (UK), TF1 (France), RTL/CLT (Luxembourg), SAT1 (Germany),
Telecinco (Spain) and Fininvest (Italy), is the private commercial counterpart
to the European Broadcast Union, which performs similar news gathering and
exchange functions for state-owned networks in Europe. Membership helps the
Company contain the cost of news production. The Company intends to strengthen
existing arrangements with leading networks such as CBS, CNN, World Television
Network (WTN) and other international media companies.

Talk Shows and Current Affairs. Antenna provides commentary on various
contemporary topics through its live talk shows and current affairs programs.
Talk shows include the highly rated daily morning talk show (Kalimera Ellada
(Good Morning Greece)) and a daily afternoon talk show (Epitelous Mazi
(Finally Together)), the latter of which holds the record for daytime audience
share and rating. Each of these daytime talk shows is hosted by a well-known
television personality and focuses on contemporary social issues. Current
affairs programs include a weekly late night talk show (E Ora Tis Alithias
(The Moment of Truth)), which focuses on social issues and current domestic
and international political issues; a weekly show focusing on celebrity news;
a weekly cinema news and review show; and a Sunday talk show hosted by a
newscaster with television, music, sports and other celebrity guests.

Variety Shows. The Company produces various daily and weekly variety shows
generally hosted by popular entertainers. These include Proinos Kafes (Morning
Coffee), Mazi Tin Kiriaki (Together on Sunday), and Katse Kala (Behave). Such
shows typically feature games, interviews, and singing, dancing and other
light entertainment. Morning Coffee, a three and one half-hour program aired
daily on weekdays, has been an integral part of Antenna's line-up since 1990
and is the highest rated show during its day part.

Greek Prime-Time Dramas, Situation Comedies, Comedy Programs and Soap
Operas. The Company produces a variety of weekly drama series, a number of
situation comedies and a weekly comedy program (Aman (Enough)), a satire of
current events popular among young adults. The Company currently produces two
Greek soap operas, the highly rated Kalimera Zoe (New Life) and Lampsi
(Reaching for the Light). These two daily soap operas are produced at the
Company's two largest studios. The Company films two episodes daily on eight-
hour shifts, typically with 500 half-hour episodes being produced each year.
Antenna's soap operas have consistently been among Greece's 20 highest rated
television shows. As of February 1, 1999, New Life had filmed 1,300 episodes
and Reaching for the Light had filmed 1,836 episodes.

Sports Programs and Live Sporting Events. The Company airs a variety of
sporting events, such as basketball games and track and field events. During
the next four years, the Company has the rights to broadcast the six games of
the Golden League, a worldwide track and field competition under the auspices
of the International Amateur Athletic Federation. The Company also has the
exclusive rights, during the next two years, to broadcast the games of the
Greek Basketball Cup (seven games in the 1998-1999 season and nine games in
the 1999-2000 season) and the national basketball team of Greece (five games
in each of the next two years).

Game Shows. The Company produces a highly rated daily trivia quiz show (Deka
me Tono (Fifteen to One)) and a game show broadcast on Saturdays. The
production costs of Fifteen to One are partially subsidized by an advertiser.
In November 1997, the Company introduced Super Game, a daily, three-minute
live game show in which viewers compete for prizes, which is produced in
cooperation with Audiotex. Also in November 1997, the Company began airing
Joker, a five-minute combination game show/variety program subsidized by the
Greek national lottery (one of the larger advertisers in Greece), which
features entertainment and the live drawings of one of the lotteries organized
and sponsored by the Greek national lottery. In October 1998, the Company
began

36
<PAGE>

airing Andres Eteme Gia Ola (Man to Man), a weekend game and variety show and
Kolete (Best Friends), a game show targeting younger audiences.

Other. Antenna began producing made-for-television movies in 1994. The
Company seeks to ensure the success of such movies and further enhance the
brand-name appeal of its programming by producing movies based on its most
popular drama series. Among others, the Company has capitalized on the success
of two of its popular action series (Tmima Ethon (Vice Squad) and Anatomia
enos Eglimatos (Thou Shalt Not Kill)) by producing 17 movies based on these
series. These movies, which are rerun periodically, create a profitable
continuing source of revenue for the Company. Antenna is the only Greek
television network that has produced such movies.

Special events programming includes exclusive broadcast rights to the Greek
beauty pageant, which currently holds two events annually (Miss Greece and
Miss Young). The Company also produces special programs for Christmas, Easter,
political elections and other major events, including the Greek music awards.
Antenna also produces documentaries on a number of contemporary, historical
and cultural subjects.

Antenna is also a member of the Permanent Conference of Mediterranean
Audiovisual Operators, a 34-member group of networks from 27 countries in the
Mediterranean region that address co-production and other issues relevant to
the audiovisual industry.

Acquired Programming

Antenna purchases programming, consisting principally of content produced in
the United States, from approximately 54 suppliers, including MGM/UA,
Paramount, Columbia TriStar, Warner Brothers, Turner Entertainment, ABC, NBC
and CBS. Antenna's acquired programming includes Greek and foreign feature
films, television series, children's programming, game show formats and CBS
news broadcasts.

Acquired programming is licensed directly from suppliers or from Greek
distributors, in each case pursuant to separately negotiated agreements, the
terms of which vary. Generally, Antenna acquires rights to broadcast the
respective programs via television in Greece within a specified time period.
Antenna arranges for Greek subtitles, which are preferred by Greek audiences
to Greek language dubbing, to be added to acquired programming (other than
children's programming).

37
<PAGE>

Scheduling

Antenna's scheduling is based on the following key time slots: weekday
mornings (7:00 a.m.-1:30 p.m.), weekday afternoons (1:30 p.m.-6:00 p.m.),
weekday evenings (6:00 p.m.-9:00 p.m.), weekday prime time (9:00 p.m.-11:00
p.m.), weekday late evenings (11:00 p.m.-1:00 a.m.) and weekends. Antenna is
the only Greek network broadcasting live for more than six consecutive hours,
from 7:00 a.m. until 1:30 p.m. The following table summarizes Antenna's
weekday programming for the 1999 mid-season:

<TABLE>
<CAPTION>
Time Name Program Type
--------------------- ------------------------------------- ------------------------
<C> <C> <S>
7:00 a.m.-10:00 a.m. Kalimera Ellada (Good Morning Greece) A live, current-affairs
morning magazine, hosted
by a well-known
journalist.
10:00 a.m.-1:30 p.m. Proinos Kafes (Morning Coffee) A live, morning variety
show.
11:00 a.m.-11:05 a.m. News Headlines.
1:30 p.m.-2:00 p.m. Reruns of Greek
situation comedies.
2:00 p.m.-2:40 p.m. News National and
international news,
special reports, sports
and weather.
2:40 p.m.-3:50 p.m. Reruns of Greek
situation comedies.
3:50 p.m.-4:00 p.m. Super Game Live game show, produced
in cooperation with
Audiotex.
4:00 p.m.-4:50 p.m. The Young and the Restless U.S. soap opera.
4:50 p.m.-5:40 p.m. Deka me Tono (Fifteen to One) Daily quiz game show.
5:30 p.m.-5:40 p.m. News Headlines.
5:40 p.m.-6:20 p.m. Kalimera Zoe (New Life) Daily Greek soap opera.
6:20 p.m.-7:15 p.m. Epitelous Mazi (Finally Together) Day time talk show
hosted by a well-known
television personality.
7:15 p.m.-8:00 p.m. Lampsi (Reaching for the Light) Daily Greek soap opera.
8:00 p.m.-9:00 p.m. News National and
international news,
special reports, sports
and weather.
9:00 p.m.-12:15 a.m. Late night programming
includes Greek situation
comedies, Greek dramas
(first runs and reruns),
Greek movies, foreign
movies and series, talk
shows, comedy and
entertainment programs
as well as live sporting
events coverage,
particularly basketball,
and a one-minute news
bulletin.
12:15 a.m.-12:35 a.m. News National and
international news,
special reports, sports
and weather.
12:35 a.m.-1:00 a.m. Continuation of late
night programming.
</TABLE>

Between 1:00 a.m. and 7:00 a.m., Antenna principally broadcasts infomercial
productions, public domain foreign movies, reruns and, between 6:00 a.m. and
7:00 a.m., the CBS Evening News.

Weekend scheduling is targeted towards younger audiences. Weekend morning
programming is geared toward children and consists primarily of U.S. programs,
particularly cartoons such as Teenage Mutant Ninja Turtles, Dragonball, Batman
and Robin as well as action series such as Power Rangers, V.R. Troopers and
Beastwars. Weekend afternoon and evening programming includes talk shows,
Greek features, foreign series and films, game shows and Greek reruns.

38
<PAGE>

In addition, scheduling varies during the year, with the full season
consisting of the fall premiere season, which begins in October and features
new series and other programs, the mid-season, which runs from January through
June and features new series, especially in prime time, and summer reruns.
Programs with high production costs that are not shown on a regular basis,
such as feature films, generally are aired during high revenue months.
Scheduling is adjusted on a monthly basis.

Antenna's transmission network has the technical capability to broadcast
different programs to different regions of the country at the same time. It
currently is using this capability to increase advertising revenue by
broadcasting different advertisements in northern Greece. In October 1998, at
the time of the Greek municipal elections, it increased the level of
simultaneous advertising and since that time it has established a Northern
Greece sales department to support this effort.

Ratings and Audience Share

Audience survey data are used by television broadcasters and advertisers to
determine how many and what type of viewers watch a particular program. The
principal supplier of audience survey data in Greece is AGB, which covers nine
national television networks in Greece. AGB conducts its operations by using
"people meters" to record the television preferences of viewers. A "people
meter" is a small computer attached to the television set that records
channels watched and family members keyed in as viewing television during any
particular time period, along with other statistics that are useful for both
television broadcasters and advertisers. The AGB sample size is 800 households
(an estimated 2,250 individuals), a sample size considered to be consistent
with that used in other countries.

The Company, in common with its private commercial competitors, derives a
substantial portion of its revenue from advertising and thus seeks to maximize
its share of audience and ratings. Audience share figures are expressed as a
percentage of active viewing Greek television households during the time of
broadcast. Ratings figures are expressed as a percentage of total Greek
television households. Accordingly, ratings figures will be directly affected
by the number of television sets that are turned on and, for this reason, tend
to increase during the course of the day (with peak viewing occurring weekdays
between 6:00 p.m. and 11:00 p.m) and tend to decrease during summer months.
"Average audience share" for a period refers to the average daily audience
share during that period, and "average ratings" for a period refers to the
average daily ratings during that period.

The following table sets forth the average share of audience for Antenna,
generally and during prime time only (9:00 p.m.-11:00 p.m. weekdays), as
compared to its principal national competitors for the periods indicated:

<TABLE>
<CAPTION>
Average Audience
Share for
Average Audience Share Prime Time
---------------------------------------- ------------------
Network 1993 1994 1995 1996 1997 1998 1997 1998
- ------- ----- ----- ----- ----- ----- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Antenna.......... 30.0% 27.5% 25.7% 23.0% 22.9% 23.8% 22.4% 24.1%
Mega Channel..... 34.0 26.5 25.8 23.0 21.0 20.9 24.9 26.3
ET1 and NET...... 13.7 10.1 7.9 8.5 8.2 10.0 9.6 11.1
Skai TV.......... -- 12.2 10.9 14.0 15.9 14.5 16.1 14.2
Star TV.......... -- 5.0 12.5 14.5 14.3 13.7 13.3 12.1
Other(1)......... 22.3 18.7 17.2 17.0 17.7 17.1 13.7 12.2
----- ----- ----- ----- ----- ----- -------- --------
Total.......... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
</TABLE>
- --------
(1)Includes VCRs, satellite, New Channel, Macedonia TV, ET3 and Channel 5.

39
<PAGE>

The following table sets forth the average ratings figures for Antenna,
generally and during prime time only (9:00 p.m.-11:00 p.m. weekdays), as
compared to its principal national competitors for the periods indicated:

<TABLE>
<CAPTION>
Average
Ratings for
Average Ratings Prime Time
---------------------------------- -------------
Network 1993 1994 1995 1996 1997 1998 1997 1998
- ------- ---- ---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Antenna............................ 4.0% 3.4% 3.5% 3.3% 3.4% 3.6% 7.5% 8.3%
Mega Channel....................... 4.4 3.3 3.5 3.3 3.1 3.2 8.3 9.1
ET1 and NET........................ 1.7 1.2 1.0 1.2 1.3 1.5 3.2 4.2
Skai TV............................ -- 1.5 1.5 1.9 2.3 2.2 5.4 4.9
Star TV............................ -- 0.6 1.7 2.0 2.1 2.1 4.5 4.2
</TABLE>

Television Advertising

General

Substantially all of the Company's revenue is derived from the sale of
national advertising. During 1998, approximately 95% of the Company's total
net revenue came from broadcast television advertisements. Sales are made for
advertising over a specific period of time. The Company, which sets rates
monthly, has approximately 110 separate advertising rates ranging from GRD
1,200 ($4.30) to GRD 132,000 ($471.60) per second. In setting advertising
rates, which are tied to specific programs, the Company considers, among other
factors, the rating of the program during which advertisements will run and
the likely impact of rate increases on advertising volume. The highest prices
for advertisements broadcast by the Company are for certain prime-time series
and for talk shows, soap operas, special events and movies (which are aired
during both prime time and non-prime time). Advertising prices tend to be
higher during the peak viewing months of April through June and October
through December than during the late summer months when many Greeks are on
vacation. As is common in the industry, the Company provides certain
advertising agencies with an incentive rebate (up to a maximum of 9.9% of the
cost of the airtime purchased, as permitted by law) (see "--Regulation"),
which are negotiated at the time such advertising arrangements are made.

The Company sells advertising time to a broad and diverse group of
advertisers. Of the revenue derived from advertising in 1998, approximately
97% was generated through advertising agencies representing multiple
advertisers, with the balance generated directly from individual advertisers
that negotiate their own advertising arrangements and are not represented by
advertising agencies. In 1998, the Company's top 10 and top 50 advertisers
accounted for approximately 21% and 49% of the Company's gross advertising
revenue, respectively. No single advertiser accounted for 10% or more of the
Company's 1998 gross advertising revenue. The following table sets forth the
respective percentages of the Company's advertising revenue generated by
particular sectors during 1996, 1997 and 1998:

<TABLE>
<CAPTION>
Sector 1996 1997 1998
------ ----- ----- -----
<S> <C> <C> <C>
Food and drink.......................................... 24.8% 22.6% 22.3%
Personal care and household............................. 18.0 17.8 16.1
Automobiles............................................. 4.8 9.4 7.1
Alcoholic beverages..................................... 7.8 7.5 6.4
Cosmetics............................................... 5.9 7.3 5.0
Government.............................................. 1.2 4.6 7.9
Electronics............................................. 3.1 3.5 3.9
Services................................................ 2.4 3.4 1.2
Toys.................................................... 1.7 1.0 4.8
Paper products.......................................... 0.6 0.9 1.0
Other................................................... 29.7 22.0 24.3
----- ----- -----
Total................................................. 100.0% 100.0% 100.0%
</TABLE>

40
<PAGE>

Procter & Gamble, Unilever, Delta (Greek dairy company), Fage (Greek dairy
company), Estee Lauder, the Greek national lottery, United Distillers (UDV),
Colgate-Palmolive, Coca-Cola Hellas and Friesland were Antenna's top 10
largest advertisers in 1998, accounting collectively for approximately 21% of
Antenna's gross advertising revenue during 1998.

The Company currently sells only a portion of its available advertising
time. In addition, the Company uses a variety of means to utilize unsold
advertising time in all time periods, commonly referred to as "dead time," to
improve its operating results and cash flow. See "--Other Sources of Revenue."
The following table sets forth for 1997 and 1998, the Company's estimates of
(i) total available advertising time sold during prime time broadcasts, (ii)
total available advertising time sold during viewing hours of 7:00 a.m. to
1:00 a.m., and (iii) total available advertising time sold, each measured in
terms of time sold to advertising clients and time sold to advertising clients
together with dead time allocated to audiotext, infomercials and home
shopping:

<TABLE>
<S> <C> <C> <C> <C>
Measured by Time Sold
to Advertising Clients
Together with Dead Time
Measured by Time Sold Allocated to Audiotext,
to Advertising Infomercials and
Clients Home Shopping
--------------------- -----------------------
Time Slot 1997 1998 1997 1998
- -------------------------------- ---- ---------- ----------- -----------
Prime time...................... 63% 72% 80% 84%
7:00 a.m.-1:00 a.m. ............ 39 52 66 70
Total available advertising
time........................... 30 40 59 63
</TABLE>

The Company currently uses its own 20-person sales force to sell advertising
time. The sales and marketing department is responsible for the sale of
advertising time together with general coordination with advertising agencies,
collecting information on audience ratings, developing new products and most
importantly, fostering and enhancing relationships with Antenna's existing and
potential clients. The Company seeks to enhance its relationships with, and
advertising revenue from, its clients by broadcasting programming which
appeals to a broad section of the Greek population. Antenna places particular
emphasis on attracting viewers from demographic groups that are most
attractive to those clients. The sales force endeavors to be responsive and
flexible and to operate with the highest standards of client service. In 1992,
to improve communications and order processing, Antenna established an on-line
computer link with its major advertising clients to enable such clients to
make direct and automatic advertising bookings. The Company has engaged a
third-party consultant to recommend options for further enhancing the
performance of the sales force.

The Company also works closely with its advertisers to design special
campaigns, including advertiser "sponsorships" of particular programs and
related cross-promotional opportunities. Antenna has the flexibility to insert
short programming slots (i.e., one- to two-minute fillers) or to adjust
content or context of programs to suit advertiser needs, or to produce
specific programming suitable for sponsorship (for example, a filler on
automobile-related topics sponsored by an automobile manufacturer). In
addition, Antenna facilitates cooperative advertising among smaller
advertisers with complementary interests (such as a consumer product
manufacturer and the store where such product is sold) to provide such
advertisers with access to television advertising on a more cost-efficient
basis. The Company also enters into barter sales arrangements (advertising in
exchange for goods, services and other assets) with other media companies such
as newspapers, radio stations and magazines, as well as with equipment
suppliers and service providers such as insurance companies and advertising
agencies. In 1998, such barter sales represented 1.3% of the Company's total
net revenue.

The sales and marketing department, together with the programming
department, obtains television audience ratings data from AGB on a daily
basis. The data are analyzed and compared by the Company's research department
with audience ratings of competitors to determine the appropriate strategy for
scheduling advertising slots to reach most effectively the profile audience
desired by advertising clients. In addition, the sales and marketing
department conducts a wide range of market analyses, focusing on various
sectors of the economy and target audiences. The sales and marketing
department is also responsible for quality control of

41
<PAGE>

advertisements broadcast by Antenna, ensuring that advertising slots are
broadcast in accordance with client specifications regarding context and
timing.

Clients generally are invoiced for advertising the day after advertisements
are aired. Established clients generally pay either in cash (due 30 days after
invoicing) or by credit with either a post-dated check or a supporting bank
guaranty (up to six months after invoicing). New and smaller advertisers
generally pay in advance or on credit with a supporting bank guaranty.

Advertising Share

The Company has had the leading share of net advertising expenditures among
Greek television broadcasters since 1991. The following table sets forth the
respective shares of advertising expenditures in the Greek broadcasting market
for the period from 1993 to 1995, as published by Media Services, and the
respective shares of advertising revenue for 1996, 1997 and 1998, as estimated
by the Company:

<TABLE>
<CAPTION>
Advertising Advertising
Expenditures(1) Revenue(2)
------------------- -------------------
1993 1994 1995 1996 1997 1998
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Antenna............................... 46.3% 42.4% 37.8% 36.9% 36.8% 38.0%
Mega.................................. 42.7 36.6 29.9 34.8 36.0 36.0
ET1 and NET........................... 4.3 3.6 4.6 4.0 3.5 4.5
Skai TV............................... -- 9.9 7.3 6.0 5.9 5.5
Star.................................. 0.5 2.6 16.3 17.0 16.1 14.0
Other................................. 6.2 4.9 4.1 1.3 1.7 2.0
----- ----- ----- ----- ----- -----
Total............................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
</TABLE>
- --------
(1) Represents actual advertising revenue, taxes and advertising fees,
discounts, rebates and bonuses, and includes free airtime which, prior to
1996, was undeclared for tax purposes.

(2) Company estimate of net advertising revenue based on public filings made
by broadcasters with Greek tax authorities disclosing actual advertising
rates, published annual statutory results (for years prior to 1998) and
other sources. Regulatory changes that took effect at the beginning of
1996 had the effect of eliminating the use of free advertising by
subjecting the value thereof, as disclosed to the Greek tax authorities,
to tax and limited incentive rebates to a maximum of 9.9% of the cost of
the airtime purchased. The reported 1996 television advertising
expenditures figures, therefore, are not fully comparable to previous
years, and, in any event, in the Company's view comparisons of advertising
expenditures do not provide as accurate an indication of relative market
share as would net advertising revenue. These regulatory changes did not
affect other media and as a result, newspapers and other media may
continue to offer free advertising and to benefit from free advertising
offered to them. See "--Regulation."

Distribution of Programming

A key element of Antenna's growth strategy is to build and capitalize on its
programming library for broadcast in Greece as well as distribution outside of
Greece. This strategy enables the Company to derive revenue generally from
fully amortized programming through the airing of reruns and the distribution
and syndication of own programming. The Company's programming library consists
of approximately 32,670 hours of its own programming, including 9,560 hours of
news and 23,110 hours of other programming (including talk shows, variety
shows, game shows, sports programming and other programming). Own programming
from the library is also sold for broadcast to Greek-speaking audiences in
Cyprus, the United States, Canada and Australia, with sales expected in
Germany, the United Kingdom, Belgium and South Africa. Dubbed programming is
expected in Latin America, the Middle East and the Balkans. In addition, the
Company has approximately 4,138 hours of acquired programming which it has the
rights to air in Greece. The Company has the right to air such programming
within specified time periods. Antenna's acquired programming library
currently includes approximately 1,910 hours of foreign films, 1,120 hours of
60-minute series, 736 hours of children's programming and 373 hours of 30-
minute series.

Since 1995, the Company has derived revenues from providing programming to
Antenna Cyprus. Antenna Cyprus, which was launched in June 1993, is one of
five free-to-air television broadcasters operating in the Greek

42
<PAGE>

language in Cyprus. Antenna Cyprus operates from 1:00 p.m. to 2:00 a.m.
weekdays and 9:00 a.m. to 2:00 a.m. weekends. Antenna provides approximately
45% of Antenna Cyprus' programming. The General Manager of the Company is also
the General Manager of Antenna Cyprus. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Related Party
Transactions."

Since 1996, the Company has derived revenues from programming and
distribution agreements with Antenna Satellite. A company affiliated with Mr.
Minos Kyriakou (through indirect share ownership and membership on the board
of directors) holds 50% of the shares of Antenna Satellite. The other 50% is
held by an unrelated third party. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Related Party
Transactions." Antenna Satellite broadcasts primarily Antenna programming to
Greek-speaking audiences in the United States and Canada. Antenna's signal is
transmitted to the United States via satellite and carried to viewers via
direct broadcast satellite and cable television. Programming is aired 21 hours
per day weekdays (10 hours of which are original broadcasts and 11 hours of
which are rebroadcasts).

Since 1997, the Company has derived revenue from programming and
distribution agreements with Pacific Broadcast. The Company intends to use a
portion of the proceeds of the Offering to acquire from a company affiliated
with Mr. Minos Kyriakou (through 100% indirect share ownership) a 100%
interest in Pacific Broadcast. See "Use of Proceeds" and "Related Party
Transactions." Pacific Broadcast was established in May 1997, and has a 50%
interest in a joint venture which rebroadcasts Antenna's programming in
Australia. The joint venture receives such programming via satellite
transmission. The other 50% interest in the joint venture is held by an
unrelated third party. Pacific Broadcast is responsible for providing the
joint venture with programming (which it obtains primarily from Antenna) and
bears 30% of the transmission costs for such programming. The joint venture
partner provides promotion, marketing and subscriber services and bears 70% of
the transmission costs. The joint venture distributes programming in Australia
through the two leading Australian cable companies (Optus Vision and Foxtel)
and expects to distribute programming in the future via direct-to-home
satellite operators. The two partners each receive 50% of the revenues of the
joint venture. For Fiscal 1998, Pacific Broadcast had total net revenue of GRD
135 million ($0.5 million) (representing its share of the joint venture's
revenue from advertising and subscriptions), an operating loss of GRD 467
million ($1.6 million) and a net loss of GRD 492 million ($1.7 million). See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Related Party Transactions."

In order to further the distribution of its programming, Antenna would
consider acquiring interests in broadcasters in neighboring countries if
attractive opportunities were to present themselves and regulatory
restrictions could be overcome.

Investment in New Media

As part of its growth strategy, the Company intends to expand its business
into complementary media such as direct broadcast satellite programming and
radio broadcasting. The Company believes that this strategy will serve to
increase the size of its programming audience and enhance its brand. Expansion
into direct broadcast satellite programming will provide Antenna with
additional media for its programming, and expansion into radio broadcasting
will serve to diversify both the source of its advertising revenue and the
variety of advertising media available to its potential advertisers. For a
description of the risks associated with the Company's entry into new media
and the regulations applicable to such new media, see "Risk Factors--Entry
Into New Media" and "--Regulation."

Direct Broadcast Satellite

Antenna intends to use a portion of the proceeds of the Offering to
establish itself in the digital direct satellite broadcast business in Greece,
if the appropriate opportunity presents itself. Alternatives range from
investing in an existing operation to the creation of its own DTH platform. To
date, no decision has been reached as to the preferable approach. Management
believes that Antenna's participation in a digital DTH platform in Greece
provides two important benefits to the Company. First, Antenna would
participate significantly in the

43
<PAGE>

expected growth of multi-channel television in Greece (minimizing the
potential impact of such services on existing terrestrial television
operations). Second, a DTH platform would give Antenna a natural outlet for
its extensive Greek-language programming library (through the sale of
programming to the DTH platform). Management believes that the combination of
these factors would likely result in significant brand enhancement for
Antenna.

Radio

The Company intends to use a portion of the proceeds of the Offering to
acquire 99.97% of the capital stock of Antenna Radio, which operates Antenna
FM (97.1 FM). Antenna Radio was established in 1988 as one of the first
commercial radio operators in Greece. Antenna Radio serves the greater Athens
area, operating 24 hours a day, seven days a week. The station targets
audiences aged 25 and over with a combination news/talk and music format.
Programming includes local, national and international news, weather, traffic
and sports, as well as commentary, analysis, discussion, interviews, call-ins
and information shows. Antenna Radio's primary source of revenue is the sale
of advertising airtime. Antenna Radio has positioned itself as the
authoritative voice in radio news coverage in Greece. Radio stations in Greece
are required to operate on a regional basis and there are no private
commercial radio stations operating nationally. Antenna Radio sells national
advertising based on its arrangements with local broadcasters throughout
Greece extending its coverage to approximately 70% of Greece. Antenna Radio
also cooperates with CNN and Voice of America in its news gathering and
dissemination efforts.

Of the radio stations monitored by Media Services (13 in 1998), Antenna
Radio had the second highest advertising share in 1998 (19.9%, as compared to
21.1% for Skai, which has a format similar to Antenna Radio and 13% for
Lampsi, which has an all music format). In terms of ratings for news radio
stations operating in the greater Athens area, Antenna had the second highest
ratings in 1998 (11.4%, as compared to 17.0% for Skai).

For Fiscal 1998, Antenna Radio had total net revenue of GRD 1,765 million
($6.3 million), operating income of GRD 248 million ($0.9 million) and net
income of GRD 66 million ($0.2 million). See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Related Party
Transactions." The Company derives revenue from Antenna Radio in the form of
interest payments on advances made available to Antenna Radio.

Although Antenna Radio is owned principally by the sister of the Chairman
and Chief Executive Officer of the Company, Antenna Radio has operated as a
separate enterprise. In connection with the acquisition of Antenna Radio, the
Company intends to merge the sales forces and news operations of Antenna and
Antenna Radio to permit Antenna Radio to capitalize on Antenna's relationship
with advertisers and derive synergies and cost savings from cross-promotion
and brand strengthening and to reduce overhead and the costs of news
programming.

Other Sources of Revenue

In addition to advertising, which is the Company's principal source of
revenue, Antenna also generates revenue from various other sources. These
include audiotext and infomercials which are promoted during dead time.

Audiotext

The Company is a party to two exclusive contracts with an affiliated entity,
Audiotex (which is a market leader in its sector). Audiotex is a provider of
automated interactive telephone services, specializing in mass-market
entertainment products. Audiotex provides its interactive expertise to
broadcasters, publishers, telecommunications providers and mass advertisers.
In addition to providing audiotext services, Audiotex provides direct
marketing services, including preparation of databases, establishment of
consumer help lines and classified advertising. Audiotex provides services to
various advertisers, the Horse Racing Club of Greece, a number of local
television and radio stations, and various magazines and newspapers. Audiotex
derives its

44
<PAGE>

revenue principally from telephone calls to premium rate phone numbers.
Audiotex has an agreement with OTE, whereby OTE charges telephone callers a
fee on behalf of Audiotex and handles Audiotex's network operation and billing
system.

Under its contracts with Audiotex, in return for a royalty based on a
percentage of revenue, Antenna provides consulting and production services and
airs advertisements (known as "audiotext") with telephone numbers which
viewers may call to participate in quizzes or cast votes (some of which have
the effect of promoting Antenna) or to obtain horoscopes, weather forecasts or
general information such as detailed news or national exam results.

Holnest Investments Limited ("Holnest"), a Cypriot company controlled by Mr.
Minos Kyriakou, Chairman and Chief Executive Officer of the Company, owns 51%
of the shares of Audiotex and a director of the Company is also a director of
Audiotex. See "Related Party Transactions." The 49% interest is owned by
Legion International, a Lagardere Group company. For Fiscal 1998, Audiotex had
total net revenue of GRD 1,048 million ($3.7 million), operating income of GRD
345 million ($1.2 million) and net income of GRD 212 million ($0.8 million).

The Company intends to use a portion of the proceeds of the Offering to
acquire Holnest's interest in Audiotex. See "Use of Proceeds."

Informercials

The Company also derives revenue from a second affiliated entity, Epikinonia
(which produces infomercials). The director and principal shareholder of
Epikinonia is also a director of the Company. See "Related Party
Transactions."

Training Center for Journalists and Other Media Personnel

The Company intends to use a portion of the proceeds of the Offering to
acquire one of the leading training centers of journalism in Greece. The
Antenna Training Center for Journalists, which was founded in 1991 and is
owned by Antenna Spoudastiki (a company which is indirectly owned by members
of the Kyriakou family), provides courses of study for journalists, sound
technicians, cameramen, public relations personnel, sales and marketing
personnel and costume and clothing designers. Journalists, sound technicians
and cameramen follow a two-year course of study, public relations personnel
follow a one-year course of study and costume and clothing designers can
pursue a two-year program. The training center has arrangements with several
institutions of higher education outside of Greece (including the London
School of Journalism and Accademia di Costume e di Moda in Rome) permitting
students to continue their studies toward a bachelor's degree. Management
believes that the training center will assist the Company in training and
attracting qualified talent.

For Fiscal 1998, the training center had revenues of GRD 333 million ($1.2
million), operating income of GRD 4 million ($0.01 million) and a net loss of
GRD 0.6 million.

Other Complementary Businesses

Pursuant to an arrangement with the Commercial Bank of Greece, the second
largest bank in Greece, the Company receives 50% of gross fees and commissions
and 30% of interest (net of the bank's expenses and losses) generated by a co-
branded Visa credit card bearing the name "Antenna TV."

Antenna plans to establish a creative services group which will, for a fee,
provide third parties with promotional services and communications consulting.

Antenna has a contractual agreement, renewable upon mutual agreement every
three months, pursuant to which Antenna provides dead time to a home shopping
company to advertise home shopping products, in return for a varying
percentage of the revenues derived from the sale of such products.

45
<PAGE>

The Company has entered into a memorandum of understanding with a major
telecommunications provider and is in discussions with others pursuant to
which the Company is exploring opportunities to make use of its transmission
tower network for telecommunications services, including mobile
telecommunications services and wireless local loop, provided by third
parties. The parties are conducting a feasibility study with respect to
possible cooperation.

Competition

Antenna competes for advertising revenue with Mega Channel and, to a lesser
extent, with the other national private commercial networks operating in
Greece, including Star TV, Skai TV, New Channel, Macedonia TV, TV5, the
subscription channels operated by NetHold Mediterranean and the three
government-run channels (ET1, NET (formerly ET2) and ET3) that occasionally
air commercial advertisements and with other advertising media, such as radio,
newspapers and magazines and outdoor advertising. There are currently no
subscription cable services operating in Greece, and satellite services have a
negligible presence. The following table sets forth as of December 31, 1998
the household penetration and the hours of daily transmission of the state-
owned networks and Antenna's principal competitors among the private
broadcasting networks that are ranked by AGB:

<TABLE>
<CAPTION>
Household Daily Hours
Network/Channel Penetration Transmission
--------------- ----------- ------------
<S> <C> <C>
State Owned
ET1............................................... 99.7% 18
NET............................................... 99.2 18
ET3............................................... 77.3 10
Private
Antenna........................................... 99.5 24
Mega.............................................. 99.7 24
Skai TV........................................... 86.7 19
Star.............................................. 94.1 20
</TABLE>

ERT is the state vehicle for radio and television in Greece. ERT controls
three television stations, four national radio stations and 25 local radio
stations. Two of ERT's three television stations (ET1 and NET) are national
channels and the third (ET3) focuses on programming for northern Greece,
although its signal is retransmitted throughout Greece. The principal source
of revenue for ERT's three television stations is a national television fee
(GRD 1,000 per month) paid by all households as part of their electricity
bills. Advertising is shown on all three channels, but represents a relatively
small proportion of total income. Losses are covered by government subsidies.

Mega Channel is Antenna's principal private-sector competitor for audience
share and advertising revenue. Mega Channel's four principal shareholders are
Greek newspaper and magazine publishers. Mega Channel is also a generalist
channel with programming generally comparable to Antenna's. Star TV, launched
in September 1993 as an alternative television channel targeting a young
audience, offers programming consisting principally of foreign (mainly U.S.)
programs. Skai TV was launched in October 1993 and currently offers "low
budget" current affairs programs, old Greek films, news, talk shows and some
variety shows.

NetHold Mediterranean, the only subscription television channel in Greece,
began operations in October 1994. Its two current channels are encrypted
terrestrial broadcast channels offering a combination of subscription films
and sports (including soccer and basketball), as well as some mainstream
programming.

Satellite services, with less than 1% of households receiving direct
satellite broadcasts, currently have a negligible presence in Greece and do
not materially impact the advertising market. Certain satellite television
programming is rebroadcast terrestrially within Greece. ERT, for example,
retransmits CNN, MTV, Euronews/Eurosport, TV5 Europe and RIK.

46
<PAGE>

Greece currently has no cable television infrastructure. OTE has announced
plans to develop a broadband network to modernize telephony services and sup-
port satellite and cable television, and other multimedia services. OTE also
has announced plans to provide multi-channel television, home banking and
shopping and other interactive services. Satellite and cable television serv-
ices may be provided by OTE in partnership with a third-party service provid-
er. The Media Law grants OTE a monopoly over cable television operations in
Greece. To date, construction of the network has not yet commenced.

A number of small local channels (estimated at approximately 120) broadcast
without regulatory approval. These stations have no significant impact on the
national advertising market.

The Company also competes for revenue with other advertising media, such as
newspapers, radio, magazines and outdoor advertising, and expects to compete
in the future with other television distribution channels such as cable and
direct-to-home satellite systems. Alternative sources of entertainment compete
with the Company to the extent that they reduce the number of people watching
broadcast television. Current and future technological developments may also
affect competition within the television industry. Further advances in
technology such as video compression, which would permit the same broadcast or
cable channel or satellite transponder to carry multiple video and data
services and programming delivered through fiber optic telephone lines or
direct broadcast satellites could result in lower entry barriers for new
channels and an expanded field of competing services. In addition, the
introduction of digital television, which can be transmitted by satellite,
cable or a terrestrial network, could result in new competitors, particularly
cable and satellite operators, for its own operations as well as the proposed
operations of a DTH venture. The Company regularly monitors opportunities to
increase distribution of its programming, including opportunities presented by
technological developments that have the potential to create alternative
distribution platforms for it as well as its competitors.

Regulation

These regulations, with the exception of the licensing and ownership
requirements, apply to both private channels and government-owned channels.

Television Broadcasting

The Company is subject to regulation under Greek law, which must be
consistent with the minimum standards set forth in directives and other rules
promulgated by EU administrative bodies.

Licensing

Greek Regulation. Private commercial television stations began operating in
Greece in 1989 pursuant to Law No. 1866. Formal licensing of private
commercial television broadcasting began in 1993 through the issuance of
Ministerial decisions in favor of Antenna, Mega Channel, Star TV, Skai TV and
New Channel, which contemplated licenses having a seven-year term running from
the issuance by the government of formal license agreements; however, no such
license agreements were issued to any broadcaster.

The Media Law was enacted in August 1995 and provides a regulatory framework
governing the establishment and operation of television stations in Greece.
The Media Law supersedes Law No. 1866, but does not supersede the Ministerial
decisions of 1993. The Media Law provides that authority granted pursuant to
Law No. 1866 to private commercial television broadcasters would be effective
for one year (i.e., through August 1996), after which such authority would be
subject to renewal procedures under the Media Law. In August 1996, the one-
year authorizations were extended for nine months pursuant to Law No. 2438.
The Company's and each other private commercial television broadcaster's
authorizations expired on May 29, 1997. In June 1997, a Ministerial decision
allocated, on a region-by-region basis throughout Greece, frequency
allocations to ERT, with the balance reserved for private networks and to be
awarded at the time the licenses are renewed under the Media Law. In September
1997 and January 1998, the Greek Ministry of Press and Mass Media requested
television

47
<PAGE>

networks to submit applications for the extension of television broadcast
licenses. The Company filed its application before the March 20, 1998
deadline. A provision in the Subscription Broadcast Law confirms that existing
television broadcast authorizations, of those broadcasters that have submitted
applications for extensions of broadcast licenses, will remain in force until
the Minister of Press and Mass Media formally acts on the applications. The
Company does not expect formal action on any television network's license
application before 2000. The Company believes that it has all approvals
necessary for its operations and satisfies all requirements for the continuing
renewal of its licenses, and that it is in compliance in all material respects
with all applicable laws, rules and regulations governing its operations. The
annual license fee for a licensed broadcaster is 2% of gross revenue.

The Media Law currently contemplates the grant, upon renewal, of a license
having a four-year term, subject to renewal for subsequent four-year periods.
Licenses would be granted, renewed and revoked by the Greek Ministry of Press
and Mass Media, based on recommendations of the National Council for Radio &
Television (the "NCRT"). Pursuant to the Media Law, upon expiration, licenses
would be automatically extended until such time as the renewal application is
formally accepted or rejected. The Media Law provides that a rejection of a
license may be made only for cause and further provides that an applicant
whose renewal application is denied may appeal to the Greek administrative
courts.

European Community Regulation. The EU Broadcasting Without Frontiers
Directive (the "Directive") of October 3, 1989 sets forth basic principles for
the regulation of broadcasting activity in the EU. In essence, it provides
that each EU broadcasting service should be regulated by the authorities of
one member state (the "home member state") and that certain minimum standards
should be required by each member state of all broadcasting services which
that state's authorities regulate. Greece, which is the Company's "home member
state," has, based on the Directive, given effect to the requirements of the
Directive, through Presidential Decree No. 236 issued in July 1992. The EU
Commission is responsible for monitoring compliance and can initiate
infringement proceedings against member states that fail properly to implement
the Directive.

The Directive was amended by an amendment issued on May 27, 1997, and EU
member states must implement the amended Directive (the "Amended Directive")
through national legislation within 18 months. The Amended Directive provides
that member states must ensure access by the viewing public to sporting events
of "major importance" via terrestrial transmission and to this end must
proscribe arrangements granting exclusive broadcast rights to such events to
operators of cable networks or other subscription-based television networks.

The Amended Directive also provides that teleshopping spots comply with the
rules governing advertising spots and must be at least 15 minutes in length.
The Amended Directive further provides that member states must ensure a right
of reply to persons whose reputations have been damaged by a television
broadcast and sets forth an action plan for the protection of minors through
the use of symbols describing program content and a consultation process to
address V-chips, a ratings system and other measures.

The Directive currently requires member states to ensure "where practicable
and by appropriate means" that broadcasters reserve "a majority proportion of
their transmission time" for programs produced in Europe. In applying this
rule, broadcast time covering news, games, advertisements, sports events,
infomercials and teletext services is excluded. The Directive recognizes that
member states are to move progressively towards requiring their broadcasters
to devote a majority of relevant transmission time to programs produced in
Europe, having regard to the broadcaster's informational, educational,
cultural and entertainment responsibilities to its viewing public. In June
1996, ministers of the EU member countries voted to retain the existing system
of voluntary restrictions, thereby rejecting amendments proposed by the
European Parliament to replace the "where practicable" standard with an
obligation on governments to ensure that broadcasters meet the quota. Greek
television stations in general, and the Company in particular, devote a
majority of relevant transmission time to works of European origin, exceeding
the minimum quotas imposed by law.

48
<PAGE>

Restrictions on Advertising

Although the Media Law does not impose limitations on the duration of
advertisements, it does provide that not more than 15% of daily transmission
time (which may be increased to 20% for advertisements constituting direct
offers for products or services, provided spot advertising does not exceed 15%
of daily transmission time) may be devoted to advertising and that spot
advertising within a one-hour period may not exceed 20%. Feature films or
films made for television exceeding 45 minutes in length may be interrupted by
advertising only once every 45 minutes (and then only for a maximum of nine
minutes), and further interruption is permitted if the duration exceeds 110
minutes. Advertising during any other program must be separated by intervals
of at least 20 minutes and may not exceed four minutes. News bulletins,
current affairs programs and children's programs of less than 30 minutes
duration may not be interrupted by advertising. Advertising is to be inserted
between programs, unless breaks during programs do not affect the value and
integrity of the program. Advertising during televised sporting events and
performances comprising "autonomous parts" may occur only during the
intervals, and advertising during televised religious services is prohibited.

Television advertising of tobacco products, prescription drugs and medical
treatment requiring a prescription is prohibited, and television advertising
of alcoholic beverages is subject to certain limitations on content.

Limitations on advertisements aimed at protecting minors are set forth in
the 1993 Consumer Protection Law. Advertising of children's toys between 7:00
a.m. and 10:00 p.m. currently is prohibited. Antenna, through ACT, challenged
this restriction before the EU Commission, which found in favor of the
challengers in November 1996. The EU Commission formally notified the Greek
government of its decision and has requested that the restriction be
withdrawn, and has initiated formal infringement proceedings against the
government.

Sponsored programs must be clearly identified as such. Programs may not be
sponsored by persons or entities the advertisement of whose products or
services are prohibited by the Media Law. News programs may not be sponsored.
The Amended Directive provides that persons involved in the sale or
manufacture of medicinal products available only by prescription may not
sponsor programs.

Although there are no restrictions imposed on licensed broadcasters with
respect to political advertising, Greek law imposes restrictions on campaign
spending by politicians.

The Media Law was also designed to add transparency to the negotiations
between advertising agencies and broadcasters. The law had the effect of
eliminating, effective January 1, 1996, discounts offered to advertisers,
requiring advertisers to pay the full cost (and taxes based on such full cost)
set forth in the broadcaster's price list for a particular time slot, as filed
with the Greek tax authorities. The Media Law permits broadcasters to offer
cash rebates, up to 9.9% of the cost of airtime purchased, subject to certain
conditions, including minimum levels of revenue paid per advertiser.

Effective January 1, 1996, a joint directive of the Ministry of Press and
Mass Media and the Ministry of Finance, for the purpose of clarifying the term
"advertising" for purposes of Greek tax law, broadened the definition beyond
spots aired in return for cash payments to cover all publicity aired. The
decision also clarified a number of procedures relating to collection of taxes
in respect of advertising. As a result of the decision, advertisers such as
promoters of musical events, theatrical performers and sound recordings among
others, who theretofore were able to place free advertising on television
using barter arrangements, were faced with paying taxes on the value of such
spots (at the rate imposed by the Media Law of 36% plus statutory assessments)
or discontinuing the spots. Many of these advertisements, which for purposes
of advertising statistics had been included as part of "advertising
expenditures," were discontinued beginning in January 1996.

Ownership

Non-EU participation in the share capital of a licensed broadcaster may not
exceed 25%. Licensed broadcasters may acquire only one license for a
television channel and may not hold shares in excess of 25% of the share
capital of such broadcaster and may not invest in, or serve as director or
officer of, any other television

49
<PAGE>

broadcaster or invest in, or serve as a director or officer, of more than one
other type of media enterprise (e.g., press or radio). Loans to the
broadcaster by shareholders, officers or directors may not exceed 5% of share
capital.

The Media Law generally requires that shares of a Greek media company held
by holders that are not individuals must also be registered in the name of the
shareholders of such holder. However, such requirement will not apply to the
ADSs, or to the Shares underlying the ADSs held by the Depositary so long as
they are held by the Depositary. See "Description of Share Capital--
Restrictions on Ownership."

A company that holds a broadcast license must manage and operate the
network. It may not assign management to a third party or delegate to third
parties the production or management of programs exceeding 30% of its monthly
transmission.

Programming Content

Under Greek law, at least 25% of a licensed broadcaster's transmission time
must be in the Greek language, and at least a majority of the transmission
time must represent works of EU origin (inclusive of works of Greek origin),
in each case exclusive of news, sports events, game shows, teletext,
infomercials, trailers and advertising.

The Directive also requires that member states should ensure "where
practicable and by appropriate means" that broadcasters reserve at least 10%
of their transmission time (excluding time covering news, sports events,
games, advertising, infomercials and teletext services) or, at the option of
the member state, 10% of their programming budget, for European works created
by producers who are independent of broadcasters. An adequate proportion of
the relevant works should be recent works (that is, works produced within the
last five years preceding their transmission). The Company is in compliance
with these provisions of the Directive.

Direct Broadcast Satellite

Licensing

The Subscription Broadcast Law regulates television and radio broadcasts on
a subscription basis. Different regulations apply depending on whether the
broadcaster is broadcasting signals via satellite (a "satellite broadcaster")
or a terrestrial network (a "terrestrial broadcaster"). The Subscription
Broadcast Law contemplates that an authorized broadcaster would obtain a
license and would enter into a contract with the government.

A broadcaster may hold a licence for subscription satellite broadcasts and a
license for subscription terrestrial broadcasts. A shareholder of a
subscription satellite broadcaster or subscription terrestrial network may
hold shares in another broadcaster that broadcasts in the other medium. A
shareholder of a subscription terrestrial broadcaster cannot hold more than
40% of the stock or voting power of such broadcaster; no similar limitation
applies with respect to shareholders of subscription satellite broadcasters. A
license holder under the Subscription Broadcast Law cannot itself hold a
licence for free television broadcasting, but can participate as a shareholder
in a company that holds a broadcast license for free television. A free
television broadcaster can hold up to 40% of the stock or voting power of a
subscription terrestrial broadcaster and up to 100% of the stock or voting
power of a subscription satellite broadcaster.

Licenses will be granted under the Subscription Broadcast Law for periods
ranging from five to fifteen years. Licences will be granted by the Ministry
of Press and Mass Media, and the duration of a license is within its
discretion, based on its review of financial data and the investment plan of
the proposed license holder. In addition, notice of a transfer of a license
holder must be given to the Ministry of Press and Mass Media for approval
(unless the transferee is a listed company, in which case notification is
required only if the transfer involves greater than 2.5% of the capital of a
license holder).

50
<PAGE>

A license holder must pay GRD 15 million per 24 hours of total scheduled
daily broadcasts. In addition, a satellite or terrestrial broadcaster must pay
an annual fee of 0.5% of gross revenue, increasing by 0.5% every two years,
and a terrestrial broadcaster must pay a flat fee of 3.5% of gross revenue.
License holders must provide letters of credit in the amount of GRD 150
million per 24 hours of total broadcast time per day (up to a maximum of GRD
1.5 billion).

Ownership

To obtain a license, a subscription broadcaster must be a Greek societe
anonyme and its registered office, principal executive office and management
must be located in the EU. The shares of such a broadcaster must be in
registered form. If the owner of such shares is a corporation, then the shares
held by such corporation must also be registered on the shareholder register
in the name of the individual shareholders of such corporation as well. The
foregoing requirement does not apply to foreign corporations that have strong
financial standing and have been engaged in audiovisual production for at
least three years, a mutual fund or a company whose shares are listed on a
recognized stock exchange or quotation system. The availability of any such
exemption is subject to NCRT approval.

Any company providing services such as subscriber management services,
satellite facilities and encrypting or decoding equipment, must be a Greek
societe anonyme, with share capital meeting the same requirements as the share
capital of a holder of a license under the Subscription Broadcast Law. Content
providers, unless they are broadcasters of free television programming, duly
licensed in their own jurisdictions, must meet certain requirements, depending
upon whether they are broadcasters themselves or program suppliers.

Programming Content for Subscription Television Broadcasts

A license holder must dedicate 10% (up to a maximum of 24 hours per day) of
its broadcast time to the State, if it transmits more than 120 hours of
programming per day. If a license holder broadcasts more than 240 hours of
programming per day for at least one year, it must allocate at least 10% of
available air time to new entrants.

At least 25% per month of total air time must represent programming in the
Greek language. During the first year of operations, at least 30% of non-Greek
programming must be dubbed or subtitled, with the percentage increasing each
subsequent year by 5%, up to a maximum of 50%. In calculating the foregoing
requirements, broadcasts of exclusively musical content are excluded from
total air time. At least 25% of yearly total air time broadcast must represent
works produced in the EU, which percentage increases 5% each year up to a
maximum of 45%. At least 10% of total yearly air time must represent
independent works.

The Subscription Broadcast Law contemplates that a presidential decree will
be issued setting forth "major events," the broadcasts of which cannot be
restricted to subscription broadcast.

Radio Broadcasting

Free terrestrial radio broadcasting in Greece is subject to provisions of
the Media Law. The restrictions on advertising on radio are substantially
similar to the restrictions applicable to advertising on television. Although
any one person can hold up to 100% of the share capital of a radio
broadcaster, the provisions of the Media Law regarding concentrations in
ownership of other media apply to radio broadcasters as well, as do the
provisions regarding registration of shares of a radio broadcaster.

The provisions of the Media Law regarding licensing apply to radio
broadcasters. As is the case for various television broadcasters, including
Antenna, Antenna Radio has filed its application for a license under the Media
Law. The Company submitted supplemental information in support of its
application in January 1999 and expects formal action on radio station license
applications generally, including Antenna Radio's, during 1999. The Company
believes that Antenna Radio has all approvals necessary for its operations and
satisfies all requirements

51
<PAGE>

for the continuing renewal of its licenses, and that it is in compliance in
all material respects with all applicable laws, rules and regulations
governing its operations.

Trademarks

The Company's logo is registered in Greece and in the European Union
registry.

Employees

As of December 31, 1998, the Company employed approximately 687 full-time
employees (including 91 administrative personnel, 24 sales and marketing
personnel and 572 production, programming and news personnel), none of whom is
represented by unions. As of December 31, 1997, the Company employed
approximately 683 employees (including 83 administrative personnel, 24 sales
and marketing personnel, and 576 production, programming and news personnel),
none of whom were represented by unions. All of the Company's employees are
covered, however, by one of two national collective agreements which are
revised periodically to provide for minimum wage increases. The Company
believes that its relationship with its employees is satisfactory, and the
Company has not experienced any work stoppages due to labor unrest.

Properties

The properties of the Company consist primarily of broadcasting, production
and office facilities, most of which are located in the Athens metropolitan
area. The Company's principal office and nearby studio, where it produces and
airs its daily talk shows and current affairs programs, contain 4,055 square
meters of leased office and studio space. The Company is evaluating options to
purchase space for the relocation of its principal office. In addition, the
Company operates four additional leased studios in Athens aggregating
approximately 2,500 square meters, supporting studio space of approximately
2,050 square meters and a leased 100-square meter studio in Thessaloniki in
Northern Greece. All such studios have both production and on-air capabilities
with microwave links to the principal office facilities.

The Company owns approximately 150 transmission facilities (towers and relay
stations), which provide coverage to approximately 99% of Greek households. In
addition, the Company makes use of approximately 300 additional transmission
facilities (typically provided by local municipalities) to enhance reception
in other more remote areas of Greece. The Company's private and state-run
competitors generally operate separate transmission facilities. The Company
uses satellite relay facilities to reduce the costs associated with operating
its terrestrial relay facilities. The Company is exploring opportunities to
make use of its transmission towers for telecommunication services provided by
third parties.

Insurance

The Company maintains comprehensive insurance coverage that covers its
offices, equipment and other property (subject to customary limits) from
damage due to natural disasters or other similar events.

Legal Proceedings

The Company is involved in certain litigation arising in the normal course
of its business. Management does not believe that any legal proceedings
pending against it will, individually or in the aggregate, have a material
adverse effect on its business or financial condition.

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<PAGE>

MANAGEMENT

The following table identifies each of the directors, executive officers and
other officers of the Company. Directors are elected for a term of five years,
the current term for all Directors ending in July 2003. Officers are appointed
by the Board of Directors.

<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<C> <C> <S>
Directors and executive officers:
Minos Kyriakou 56 Chairman and Chief Executive Officer
Spilios Charamis 62 Vice Chairman and General Manager
Maurice Avdelas 44 Deputy General Manager
George Xanthopoulos 49 Managing Director
Nikolaos Angelopoulos 50 Chief Financial Officer
Theodore Kyriakou 26 Executive Vice President and Chief
Operating Officer; Director
Socrates Eliades 68 Director
Panagiotis Fotilas 55 Director
Sifis Glyniadakis 63 Director
Xenophon Kyriakou 27 Director
Anastasios Tzavellas 50 Director
Other officers:
Constantine Spyropoulos 38 News Manager
Alkistis Marangoudaki 33 Programming Manager
Dimitrios Dallas 52 Technical Manager
Panagiotis Papandreou 61 Sales and Marketing Manager
Dennis Gialouris 40 Human Resources Manager
</TABLE>

Mr. Minos Kyriakou founded the Company in December 1989 and has served as
its Chairman and Chief Executive Officer since then. He is also a shipowner,
and the President of the Aegean Foundation and Honorary Consul General of
Singapore to Athens as well as of Poland to Thessaloniki. He is also a
director of Antenna Productions S.A. (a holding company), Antel S.A. (a
developer of computer software and provider of data transmission services),
Antenna Satellite TV USA (which broadcasts and distributes television
programming in the United States), Antenna Satellite Radio (which operates
radio stations in the United States), Antenna RT Satellite Services Ltd. (a
holding company), Pacific Broadcast (which broadcasts television programming
in Australia through a joint venture) and Athenian Capital Holdings S.A. (a
holding company).

Mr. Spilios Charamis has over 30 years experience in broadcasting and joined
Antenna as General Manager in 1989. He has served as Vice Chairman of the
Company since September 1998. He also serves as an officer of Antenna Cyprus.
His previous employment includes general manager of Mole-Richardson Ltd.,
deputy general manager of ERT, vice president of Hellas Radio and managing
director of Bioplastic S.A. Mr. Charamis studied Law at the University of
Athens and Cinema and Television at the University of California at Los
Angeles.

Dr. Maurice Avdelas has been Deputy General Manager since December 1997 and
has worked for the Company since 1990 as part of the Marketing and Research
team where he served as Director since 1991. Prior thereto, he worked as
Director of Marketing for the radio station Flash 96.1 and as a Research
Advisor of the Greek Cinematography Center. He holds a degree from the School
of Business and Economics and has completed graduate studies in the field of
mass media. He also holds a doctorate degree from the Universite Paris VIII
and has been involved in several research projects and lectures on the subject
of mass media in Greece.

Mr. George Xanthopoulos has served as the Managing Director of Antenna TV
S.A. and a Director since December 1989. He is also a financial consultant and
economist, and a director of Antenna Radio, Antenna Productions S.A., Antenna
Promotions Ltd., Aegean Foundation Publications Ltd., Audiotex and Antenna RT
Satellite Services Ltd.

53
<PAGE>

Dr. Nikolaos Angelopoulos has served as Chief Financial Officer of the
Company since June 1996 and has 20 years of experience in the business and
finance sectors. He is also Chief Financial Officer of Antenna Radio. Prior to
June 1996, he served as financial adviser to of Econ Industries, S.A.,
financial director of Olympic Airways, S.A., corporate treasurer and
management controls and planning manager of British Petroleum in Greece and an
economist with Societe d'Etudes et Developpement Economique et Social, S.A.
(SEDES) in Paris. He holds a masters and a PhD degree from the University of
Paris I--Sorbonne.

Mr. Theodore Kyriakou, Mr. Minos Kyriakou's son, has served as Executive
Vice President of the Company since 1995, Chief Operating Officer since
September 1998 and a Director since September 1998. He is also a director of
Athenian Capital Holdings S.A. (a holding company). Prior to that, he worked
for the CBS affiliate in Washington, D.C. owned by Gannett Broadcasting. He
has also worked for Antenna Satellite TV USA in New York. He holds a degree in
International Business and Finance, and a degree in Physics, from Georgetown
University where he graduated cum laude.

Mr. Socrates Eliades has been a director of the Company since December 1989.
He is also consultant to a variety of maritime companies in Great Britain and
Greece and the General Manager of Intestra Co. SA and Athenian Sea Carriers
Ltd. He is a director of Antel S.A.

Dr. Panagiotis Fotilas was named a director of the Company in September
1998. He is the Chairman of the Department of Industrial Management of the
University of Piraeus and a director of Antel S.A. From 1983 to 1988, he
served as chairman and managing director of the Hellenic Aerospace Industry.
He is a member of the General Council of the Hellenic Industrial Association
and has represented Greece on the NATO Scientific Committee.

Mr. Sifis Glyniadakis was named a director of the Company in August 1998.
Prior thereto he served as Advisor to the Chairman of the Board of the
Company. He is also chairman of the board and chief operating officer of the
Athens-based consulting firm of 3Z Strategic Management Services LLC and
chairman of the board and chief executive officer of the Greek tobacco
company, A.G. Keranis. He also served as chairman of the board and chief
executive officer of the Commercial Bank of Greece (from 1991 to 1993), as
chairman of the board and chief executive officer of Ionian Bank of Greece
(from 1989 to 1990) and as special advisor to the Governor of the National
Bank of Greece, as well as in senior management positions in private industry.

Mr. Xenophon Kyriakou, a son of Mr. Minos Kyriakou, was named a director of
the Company in September 1998. He is a shipowner, a director of a Greek
shipping company and a director of Antel S.A.

Mr. Anastasios Tzavellas was named a director of the Company in August 1998.
Prior thereto he served as Advisor to the Chairman of the Board of the
Company. He has held numerous positions in banking and private industry, and
as a consultant to commercial banks, brokerage firms, corporate enterprises
and government, including chairman of board of Finco S.A., a finance and
investment company (1996 to present), special advisor to the mayor of Athens
(1996 to present), chairman of board of Athens International Airport S.A.
(1995-1996), chairman of the board of Ktimatiki Investments S.A. and Ktimatiki
Mutual Funds Management Company (1995-1996), Governor of the National Mortgage
Bank of Greece (1995-1996), member of the board of Aluminium de Grece S.A. (a
subsidiary of Pechiney S.A.), member of the board of Baring Hellenic Ventures
(BHV) S.A. (1993-1995) and chairman of the board of Diethniki S.A., one of the
largest mutual funds in Greece (1993-1995).

Mr. Constantine Spyropoulos joined Antenna in 1992 and was previously chief
editor for Mega Channel and various Greek newspapers, magazines and radio
stations. He studied economics and political science at the University of
Athens.

Ms. Alkistis Marangoudaki has 10 years of experience in both newspaper and
television programming and joined Antenna in 1989. Before joining Antenna she
worked for the newspapers "Antilogos" and "Evdomi." She holds a degree in
Political Science from the University of Athens and has a postgraduate degree
in Communication Policy from the City University in London.

Mr. Dimitrios Dallas is an electrical engineer with over 20 years experience
in the radio and television sector. He is a specialist in the design,
installation and operation of television equipment. Prior to joining Antenna
in 1989, he was manager of the television department of Telmaco in Greece for
five years.

54
<PAGE>

Mr. Panagiotis Papandreou joined Antenna in 1989 and was previously media
director of the advertising company Gnomi/FCB for twenty-five years. He has
also been general manager of Hermedia Group (outdoor advertising), and Cine
News (cinema advertising).

Mr. Dennis Gialouris joined Antenna in April 1997 and was previously a
personnel manager at Shelman, Colgate Palmolive and ANKO. He studied
management at the University of Athens.

Board of Directors

The Company is managed by its Board of Directors, which is composed of a
minimum of three directors and a maximum of nine directors. The Board
currently has nine members. Directors are elected by the General Assembly for
a term of five years, with the current term for all Directors ending in July
2003.

The Board of Directors meets at least once a month and may convene an
extraordinary meeting of the General Assembly whenever the interests of the
Company require it or when at least three Directors request a meeting in
writing. Decisions of the Board of Directors must be passed by a majority of
Directors at a meeting at which at least a majority quorum of Directors is
present (three of which must be present in person.)

In the event of a vacancy on the Board of Directors by reason of death,
resignation or other reason, the remaining Directors shall elect a substitute
for the remainder of the term. Such election is subject to the approval of the
next regular or extraordinary meeting of the General Assembly. The absence of
a Director from meetings of the Board of Directors without due cause for a
period exceeding six months shall be deemed a resignation. Directors may be
removed from the Board of Directors at any time by the General Assembly.

Messrs. Angelopoulos, Fotilas, Glyniadakis and Tzavellas are members of the
Audit Committee, which is responsible for making recommendations to the Board
of Directors regarding the selection of independent auditors, reviewing the
results and scope of the audit and reviewing and evaluating the Company's
audit and control functions. Prior to August 1998, the Board of Directors
undertook the responsibilities of the Audit Committee.

The Board of Directors has no other committees.

Compensation of Directors and Executive Officers

The Company paid cash compensation of an aggregate of GRD 78 million ($0.3
million) in Fiscal 1998 to its executive officers and directors for all
services in all capacities. In addition, the Company contributed GRD 4 million
($0.1 million) to state-sponsored pension plans on behalf of three executive
officers in Fiscal 1998. The Chairman and Chief Executive Officer, the
Executive Vice President and the other directors of the Company do not receive
any compensation for their services to the Company. The Company has no stock
option, or other stock-based, compensation for directors or employees.

55
<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information as of the date hereof
with respect to the beneficial ownership of the Company's capital stock,
represented by 16,769,440 Shares, and as adjusted to give effect to the
Offering (assuming no exercise of the Underwriters' over-allotment option).

<TABLE>
<CAPTION>
Prior to the Offering Following the Offering
---------------------- --------------------------
Percent of Shares being Percent of
Capital Offered (1) Capital
Number of Stock ---------------- Number of Stock
Shareholders Shares Outstanding Number of Shares Shares Outstanding
------------ ---------- ----------- ---------------- ---------- ----------- ---
<S> <C> <C> <C> <C> <C> <C>
Holnest Investments
Limited (2)............ 4,192,360 25.0% -- 4,192,360 21.1%
Globecast Holdings
Limited (3)............ 3,752,162 22.4% -- 3,752,162 18.9%
Altavista Global
Holdings Limited (4)... 3,752,162 22.4% -- 3,752,162 18.9%
Praxis Global
Investments
Limited (5)............ 3,752,162 22.4% -- 3,752,162 18.9%
Socrates Eliades (the
Selling
Shareholder) (6)(7).... 1,152,900 6.9% 770,000 382,900 1.9%
Efstathios
Gourdomichalis......... 167,694 1.0% -- 167,694 0.8%
All directors and
officers as a group
(16 persons)........... 12,849,584 76.6% -- 12,079,584 (7) 60.9%
</TABLE>
- --------
(1) In the form of ADSs.
(2) Mr. Minos Kyriakou, Chairman of the Board of Directors and Chief Executive
Officer of the Company is one of two directors, and owns 100% of the share
capital, of Holnest Investments Limited, an Irish company, the address of
which is ClanWilliam Terrace, Dublin 2 Ireland. Mr. Kyriakou has sole
voting and dispositive power with respect to the Shares held by Holnest
Investments Limited.
(3) Mr. Theodore Kyriakou, Executive Vice President and Chief Operating
Officer of the Company and the son of Mr. Minos Kyriakou, owns 100% of the
share capital of Globecast Holdings Limited, an Irish company
("Globecast"), the address of which is ClanWilliam Terrace, Dublin 2
Ireland. Mr. Kyriakou has sole voting and dispositive power with respect
to Shares held by Globecast.
(4) Mr. Xenophon Kyriakou, the son of Mr. Minos Kyriakou, owns 100% of the
share capital of Altavista Global Holdings Limited, an Irish company
("Altavista"), the address of which is ClanWilliam Terrace, Dublin 2
Ireland. Mr. Kyriakou has sole voting and dispositive power with respect
to Shares held by Altavista.
(5) Ms. Athina Kyriakou, the daughter Mr. Minos Kyriakou owns 100% of the
share capital of Praxis Global Investments Limited, an Irish company
("Praxis"), the address of which is ClanWilliam Terrace, Dublin 2 Ireland.
Ms. Panayota Xypolia is a director of Praxis and, pursuant to the Articles
of Association of Praxis, has sole voting power with respect to Shares
held by Praxis. Ms. Kyriakou has sole dispositive power with respect to
such Shares.
(6) The Selling Shareholder is also a director of the Company.
(7) If the over-allotment option is exercised in full by the Underwriters, the
Selling Shareholder will hold no Shares and all directors and officers as
a group will own 11,696,684 Shares (58.4% of the outstanding capital of
the Company).

Effective September 1, 1998, three shareholders of the Company, Messrs.
Sotirios Papadopoulos, George Xanthopoulos and Socrates Eliades, holding in
the aggregate 12,409,386 Shares (representing 74% of the outstanding capital
stock of the Company), transferred 11,256,486 Shares in the aggregate to
Globecast, Altavista and Praxis. Each such corporation was established to hold
Shares and acquired 3,752,162 Shares (22.4% of the outstanding capital stock
of the Company). Each of the transferring shareholders is an independent Greek
businessman, unaffiliated with the Company. The transfers of Shares were
effected on the basis of a general understanding that they would be
reciprocated at some unspecified time in the future. No written agreement was
entered into in connection with the transfer, no valuation was placed on the
Shares and there is no obligation on the part of the transferee corporations
or their owners, and no right on the part of the transferors to cause the
transferees or their owners, to transfer the Shares back to the transferors or
to any other person. No reciprocal transaction in the future between the
transferees or their owners, on the one hand, and the transferors, on the
other, is expected to involve or otherwise impact the Company.

56
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

The ADSs sold in the Offering and the Shares they represent will be freely
transferable by persons other than "affiliates" of the Company, without
restriction or further registration under the Securities Act.

The Company and each Principal Shareholder has agreed, subject to certain
exception, not to sell, contract or offer to sell or otherwise dispose of,
directly or indirectly, any Shares (in the form of ADSs or otherwise), or any
security convertible into or exchangeable or exercisable for Shares (in the
form of ADSs or otherwise), for at least 180 days after the date of this
Prospectus, without the prior written consent of Lehman Brothers Inc. See
"Underwriting." After the expiration of such 180-day period, the Shares or
ADSs held by the Principal Shareholders may be sold subject to the volume and
manner of sale limitations of Rule 144 under the Securities Act or by means of
registered public offerings. Following the expiration of a three-month period,
if any, after a Principal Shareholder ceases to be an "affiliate" of the
Company (as that term is defined in Rule 144), or upon registration of the
Shares or ADSs held by any such person under the Securities Act, the Shares or
ADSs held by such person may be sold without regard to the limitation of Rule
144.

In general, under Rule 144 as currently in effect, a person (or persons
whose Shares are aggregated) who is an "affiliate" of the Company (as the term
is defined under the Securities Act), is entitled to sell, within any three-
month period, that number of Shares (in the form of ADSs or otherwise) that
does not exceed the greater of (i) 1% of the then outstanding Shares (in the
form of ADSs or otherwise) or (ii) the average weekly trading volume of the
then outstanding Shares (in the form of ADSs or otherwise) during the four
calendar weeks preceding each such sale (provided that such Shares are not
"restricted securities" within the meaning of Rule 144 or, if such Shares are
restricted securities, that they have been held by such person for at least
one year). A person (or persons whose Shares are aggregated) is entitled to
sell such Shares (in the form of ADSs or otherwise) under Rule 144 without
regard to the volume restrictions described above three months after he or she
ceases to be an "affiliate" of the Company (provided that such Shares are not
restricted securities, or, if such Shares are restricted securities, that they
have been held by such persons at least two years).

Prior to the Offering, there has been no public market for the Shares or
ADSs and, while application has been made for the ADSs to be quoted on Nasdaq
and traded on the London Stock Exchange, there can be no assurance that a
regular trading market will develop in the ADSs. It is not expected that any
trading market will develop in the Shares not represented by the ADSs. Certain
requirements applicable under Greek law to the transfer and registration of
shares will not apply to the ADSs but would apply to Shares withdrawn from the
Depositary upon surrender of ADRs. No prediction can be made as to the effect,
if any, that future sales of Shares or ADSs, or the availability of Shares or
ADSs for future sale, will have on the market price of the ADSs prevailing
from time to time or on the Company's ability to raise capital in the future.
Sales of substantial amounts of Shares or ADSs (including Shares issued upon
the exercise of stock options) in the public market, or the perception that
such sales could occur, could adversely affect the prevailing market price of
the ADSs.

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RELATED PARTY TRANSACTIONS

Audiotex. The Company is a party to two exclusive contracts with Audiotex,
51% of whose outstanding shares are owned by Holnest (see "Principal and
Selling Shareholders") and which has one common director with the Company.
Pursuant to such contracts, Antenna (i) provides consulting and production
services to Audiotex related to sales and promotions in media other than
Antenna in return for a royalty of 7.8% of the gross annual revenue arising
from such activities, and (ii) airs advertisements with telephone numbers
which viewers may call to participate in quizzes or to obtain horoscopes,
weather forecasts or general information such as detailed news or national
exam results, in return for a royalty of 15% in respect of all other services
prior to July 1, 1998, 30% after July 1, 1998 and, subject to Antenna
acquiring a 51% interest in Audiotex, increasing retroactively to 40% in
September 1998 and 50% in January 1999) of Audiotex's annual gross revenue.
The contracts terminate on January 1, 2005 but may be renewed on substantially
similar terms. Antenna had revenue pursuant to these contracts of GRD 362
million ($1.3 million) in Fiscal 1998. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 6 of Notes
to Financial Statements. The Company has entered into an agreement with
Holnest to acquire its 51% interest in Audiotex for cash consideration of
$7.25 million. See "Use of Proceeds."

Antenna Satellite. The Company is a party to a programming agreement and a
distribution agreement with Antenna Satellite, a company affiliated with Mr.
Minos Kyriakou (through 50% indirect share ownership and membership on the
board of directors). Under the programming agreement, which has a term ending
May 23, 1999 (subject to the Company's right to renew for another three
years), the Company provides Antenna Satellite with television programs for
broadcast in the United States and Canada, in consideration for a license fee
of $8,200 per day (for the six months ended June 30, 1997), $9,020 per day
(for the six months ended December 31, 1997) and $9,020 per day (for the year
ended December 31, 1998) for 10 hours of programming. The Company reported
revenue of GRD 928 million ($3.3 million) in Fiscal 1998 under the programming
agreement. Under the distribution agreement, which has a term of four years
(subject to termination by either party in certain circumstances), the Company
has granted Antenna Satellite a license to distribute, subdistribute or
license specified television programming for broadcast by television stations
located in the United States and Canada. Antenna Satellite is to pay a license
fee of $5,500,000 in eight quarterly installments beginning March 31, 1998.
The Company recorded the entire $5,500,000 license fee payable as revenue in
Fiscal 1996. See Note 6 of Notes to Financial Statements. The obligations of
Antenna Satellite to the Company under the programming agreement and the
distribution agreement have been guaranteed by Mr. Kyriakou. See Note 6 of
Notes to Financial Statements.

Pacific Broadcast. The Company is a party to a programming agreement with
Pacific Broadcast, a company affiliated with Mr. Minos Kyriakou (through 100%
indirect share ownership), which broadcasts television programming for
distribution on cable television. Under this agreement, which has a term
ending June 1, 2004 (subject to Pacific Broadcast's right to renew for a
further four years), the Company has agreed to provide Pacific Broadcast with
television programs for broadcast through subscription television in
Australia, in consideration for a license fee of $5,000 per day for nine hours
of programming (subject to negotiated increases after July 15, 1999 of at
least 10%). The Company reported revenue from Pacific Broadcast of GRD 514
million ($1.8 million) in Fiscal 1998. See Note 6 of Notes to Financial
Statements. The Company has entered into an agreement with a nominee of Mr.
Kyriakou to acquire a 100% interest in Pacific Broadcast for cash
consideration of $3.5 million. See "Use of Proceeds."

Antenna Cyprus. The Company is a party to an agreement to provide technical
support and television programing to Antenna R.T. Services Ltd., a Cypriot
company now known as Antenna TV Ltd. (Cyprus). The General Manager of the
Company is the General Manager of Antenna Cyprus. The agreement provides for
royalty payments equal to a percentage of revenue derived by Antenna Cyprus
during broadcasts of Company-supplied programming. Such percentage was 9% in
the period September 1992-1993, 11% in the period September 1994-1997, and is
currently 12%. The Company had revenue from Antenna Cyprus of GRD 542 million
($1.9 million) in Fiscal 1998. See Note 6 of Notes to Financial Statements.
The Company has advanced

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funds to Antenna Cyprus for production of approximately GRD 121 million ($0.4
million) at December 31, 1998 (with a maximum advance during the year of GRD
467 million). Such advances do not bear interest.

Antenna Radio. The Company reported revenue of GRD 175 million ($0.6
million) in Fiscal 1998 from Antenna Radio, whose principal shareholder is the
sister of Mr. Minos Kyriakou, for advertisements aired by the Company. In
addition, the Company provided Antenna Radio with an advance pursuant to which
Antenna Radio had borrowings of approximately GRD 247 million ($0.9 million)
at December 31, 1998 (with a maximum outstanding during the year of GRD 1,596
million). Borrowings under this facility bore interest at a weighted average
of approximately 14% per annum during 1998. Interest on these borrowings is
currently approximately 15%, but is expected to decrease. See Note 6 of Notes
to Financial Statements. The Company has entered into an agreement with Zoe
Kyriakou, the sister of the Chairman and Chief Executive Officer of the
Company, and certain holders of directors' qualifying shares to acquire over
99% of the outstanding capital stock of Antenna Radio for cash consideration
of $16.25 million. See "Use of Proceeds."

Epikinonia. The Company reported revenue of approximately GRD 378 million
($1.4 million) in Fiscal 1998 from Epikinonia pursuant to an agreement dated
January 11, 1996 in respect of studio space and technical and administrative
services provided by the Company for the production of infomercials. The
agreement, which expires December 31, 1999, provides for a fee of up to 75% of
Epikinonia's revenue. The director and principal shareholder of Epikinonia,
Mr. Sotirios Papadopoulos, was a director of the Company. See Note 6 of Notes
to Financial Statements.

Catalogue Auctions. The Company is a party to an agreement with an
unaffiliated party to operate Catalogue Auctions, a company (50% of whose
shares are owned by Antenna and which has a common director with Antenna (Mr.
George Xanthopoulos)) which uses dead time to auction retail products listed
in monthly catalogues advertised by Antenna. Under the joint venture
agreement, which expires June 30, 2012, the Company receives a royalty fee of
15% of Catalogue Auctions' annual gross revenues if such gross revenues are in
excess of GRD 1 billion, or 12% of Catalogue Auctions' annual gross revenues
if such revenues are GRD 1 billion or less, but in no event less than GRD 10
million ($0.03 million) per month. The Company reported no revenue from
Catalogue Auctions in Fiscal 1998. See Note 6 of Notes to Financial
Statements.

The Company believes that the terms of its contracts with affiliated parties
are comparable to those that could have been obtained as a result of arm's-
length bargaining between the Company and third parties.

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DESCRIPTION OF SHARE CAPITAL

Prior to the Offering, the total paid-up share capital of the Company
amounted to 16,769,440 ordinary registered Shares having a nominal value of
GRD 100 per Share. Upon completion of the Offering, the Company's share
capital will amount to 19,849,440 ordinary registered Shares (assuming no
exercise of the Underwriters' over-allotment option). See "Underwriting."

Form and Transfer of Shares

The Shares are in registered form, as required by the Media Law.

Pursuant to Article 79 of Law 2238/1994, as amended, the transfer of shares
of a Greek company that are not listed on the Athens Stock Exchange must be
effected by a notarial deed, following payment of the relevant capital gains
tax by the transferror. Otherwise the transfer is null and void. After payment
of this tax, the transferror delivers the Shares to the transferee and a
relevant entry is made in the shareholders registry of the Company, dated and
signed by the transferor and the transferee. Subsequently, the Company either
cancels the transferred Shares and issues new certificates in the name of the
transferee or endorses the name, address or registered seat, business activity
and nationality of the transferor and the transferee on the reverse of the
transferred Shares. The individual or entity whose name is shown in the
shareholders registry will be considered a shareholder by the Company under
applicable Greek company law. Notwithstanding the foregoing, the transfer of
ADSs does not constitute a transfer of the underlying shares under Greek law,
but rather the transfer of specific rights attached to those underlying
shares. See "Taxation--Greek Taxation--Taxation of Capital Gains." The Company
does not intend to list the Shares on the Athens Stock Exchange. The
withdrawal of Shares represented by ADSs (see "Description of American
Depositary Receipts--Deposit, Transfer and Withdrawal") and any subsequent
transfer of such Shares would be subject to the foregoing.

Voting Rights and Restrictions

The Articles of Incorporation provide that each Share has a right of one
vote at the shareholders' General Assembly (the "General Assembly").

Dividends

Dividends may only be paid by the Company after the annual financial
statements are approved. The dividend payment date may be set at a regular
meeting of the General Assembly or, following approval by the General
Assembly, by the Board of Directors. Such dividend payment date must be within
two months of the passing of the resolution of the General Assembly approving
the same. Dividends not claimed by shareholders within five years are
forfeited in favor of the Company.

The Company may pay interim dividends if, at least twenty days before such
payment, the relevant accounting statements are published in any daily
newspaper of Athens with wide circulation and in the Issue of Societes
Anonymes and Limited Liability Companies of the Government's Gazette. Such
dividends may not exceed one half of the Company's net profits.

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In addition, dividend payments are restricted by certain provisions of the
Senior Notes Indenture. So long as the Board of Directors does not intend to
pay dividends, it intends to submit to the General Assembly, on an annual
basis, a resolution seeking shareholder waiver of the dividend required by
Greek corporate law. The Deposit Agreement provides that if such a waiver is
sought, the Depositary will not solicit instructions from holders of ADSs with
respect to such waiver and will vote the Shares underlying the ADSs in favor
of such waiver. See "Description of American Depositary Receipts--Voting of
Deposited Securities."

Issue of Shares and Preemptive Rights

The Board of Directors has the authority, by a two-thirds majority, to
increase the share capital of the Company by issuing new registered Shares.
The level of such increases cannot exceed the original paid-up share capital
or the Company's paid-up share capital as of the date of the relevant
resolution. This authority may be renewed by the General Assembly for five-
year terms.

If the reserves of the Company exceed 10% of the paid-up share capital, the
decision to increase the Company's share capital must be passed by a two-
thirds majority with a quorum of two-thirds of the paid-up share capital. If
the necessary quorum is not achieved, the quorum requirement drops to 50% and
then to one-third at the second and third adjourned meetings.

In the event of a share capital increase (not made by contributions in kind)
or an issuance of bonds with a right of conversion into Shares, such new
Shares or bonds must first be offered on a preemptive basis to existing
shareholders on a pro rata basis. Within the limits of paragraphs 6, 7 and 8
of article 13 of Law 2190/20, preemption rights may be waived either by a
unanimous decision of the General Assembly or by a decision of the General
Assembly having a two thirds quorum and two thirds majority vote, provided in
the later case that such shareholders are given notice and an opportunity
within a statutory period to assent or waive the preemptive rights (failure to
respond timely constitutes a waiver).

On , 1999, the General Assembly was convened for the purpose of
approving the Offering and certain related matters. At such time, the General
Assembly approved an increase in the Company's share capital to 19,849,440
effective immediately prior to the Offering and authorized an additional
194,600 shares for purposes of the Underwriters' over-allotment option. In
addition, the General Assembly waived the preemption rights of existing
shareholders with respect to the Shares underlying ADSs to be offered in the
Offering.

General Assembly

The General Assembly is convened by the Board of Directors at ordinary or
extraordinary meetings. Regular meetings are required to be held once each
fiscal year, within six months after the end of the Company's fiscal year.
Extraordinary meetings may be convened by the Board of Directors when
considered necessary. The General Assembly must be summoned at least 20 days
prior to the date set for the meeting, except if self-convened.

Shareholders who wish to participate in a meeting of the General Assembly
must deposit their Shares with the Company's Treasury, The Consignment and
Deposit State Fund or any banking societe anonyme operating in Greece at least
five days prior to the date set for such meeting. Receipts and proxies for the
deposit of Shares must be submitted to the Company at least five days before
the date set for such meeting.

The General Assembly decides all matters brought before it by the Board of
Directors. The General Assembly is the only competent body to decide, among
other things: (i) amendments to the Articles of Incorporation; (ii) increases
or decreases of the Company's capital; (iii) election of the Board of
Directors (other than the election of temporary directors in substitution of
directors that resigned, died or lost their office otherwise); (iv) election
and remuneration of the auditors; (v) approval of the annual financial
statements; (vi) issuance of bonds; (vii) merger, increase in duration of or
dissolution of the Company; (viii) appointment of liquidators and (ix)
litigation against members of the Board of Directors.

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The Articles of Incorporation and Greek company law give rights to different
percentages of shareholders (ranging from 5% to 33 1/3%) which include: (i)
the right to require the Board of Directors to convene a meeting of the
General Assembly; (ii) the right to postpone a decision, exercisable only
once, of the adoption of resolutions of any regular or extraordinary meeting
of the General Assembly; (iii) the right to request from the Board of
Directors information concerning any amounts paid by the Company within the
last two years to members of the Board of Directors, managers or other
employees of the Company as well as details of any contracts with such
persons; (iv) the right to require the Board of Directors to announce to the
General Assembly the sums paid for any reason during the last two years by the
Company to members of the Board of Directors, the managers of the Company or
other employees of the Company and any contracts entered into between the
Company and any such persons for any reason; (v) the right to request the
Board of Directors to provide specific information regarding the
administration of the Company to the extent useful for the valuation of the
items on the agenda (subject to the Board of Directors' right to refuse to
provide such information for reasonable cause); (vi) the right to request from
the Board of Directors particular information relating to the operation and
the assets of the Company (subject to the Board of Directors' right to refuse
to provide such information for reasonable cause); (vii) the right to require
any item on the agenda to be adopted by roll-call; (viii) the right to request
from the competent Court of the registered office of the Company an audit of
the Company in accordance with the Greek Civil Procedures Code; and (ix) the
right to request the competent Court in the jurisdiction in which the Company
is located to order an audit if, from the course of the corporate affairs of
the Company, it appears that management has not been carried out as demanded
by the general principles of proper and prudent management (unless such
request is made by shareholders represented on the Board of Directors). In the
case of (v) and (vi) above, any dispute as to the grounds of refusal shall be
resolved by the One-Membered Court of First Degree of the district where the
Company has its registered offices according to the provisions of the Greek
Civil Procedures Code.

Shareholders with a right of participation at the General Assembly may be
represented by their legal representatives, appointed by letter of telegram.
Juveniles, persons under legal restraint and legal entities are represented by
their proxies.

The general quorum requirement is met when shareholders representing at
least 20% of the paid-up share capital are present in person or by proxy. If
this requirement is not met at the first meeting, a new meeting of the General
Assembly may be held within 20 days of the date of the first meeting if such
first meeting was canceled by notice given at least 10 days prior to such
meeting. The quorum requirement for the new meeting is met irrespective of the
percentage of paid up share capital represented therein.

Resolutions of the General Assembly are passed by an absolute majority of
the votes represented in the meeting of the General Assembly.

A two-thirds quorum and a two-thirds majority of the votes represented at
the General Assembly is required for resolutions concerning certain matters,
including (i) change of the Company's nationality; (ii) change of the
Company's object; (iii) increase of the shareholders' obligations; (iv)
increase in Company capital exceeding the limits defined in the Articles of
Incorporation; (v) the issue of bonds pursuant to articles 3a, 3b and 3c of
Law 2190/1920; (vi) alteration of profit distribution methods; (vii) increase
in the duration of the Company; and (viii) merger, dissolution or absorption
of the Company. If the quorum requirement is not met at the first meeting, a
new meeting of the General Assembly may be held within 20 days of the date of
the first meeting with a quorum of one half. If the quorum requirement is not
met at such adjourned meeting, a new meeting of the General Assembly may be
held within 20 days of the date of such adjourned meeting with a quorum of one
third.

With respect to decreases in share capital, except for the requirement of a
special increased majority, the provisions of article 4 paragraph 3 of law
2190/1920 apply.

Any provision of the Articles of Incorporation requiring a special increased
majority and quorum may only be amended by the same percentage majority and
quorum.

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Any election of persons not conducted by unanimous roll call shall be
carried out by secret ballot.

Restrictions on Ownership

The Company or a person acting in its name or account may not acquire
treasury shares of the Company except as follows: (i) acquisitions pursuant to
a reduction of share capital as resolved by the General Assembly; (ii)
acquisitions following a total succession of the business; (iii) acquisition
of shares paid-off in full pursuant to the compulsory execution of a judgment
for the payment of a claim of the Company itself; (iv) acquisitions from
banking societes anonymes for the account of third parties; (v) gratuitous
acquisitions of shares paid-off in full and (vi) acquisitions of shares to be
distributed to employees. In the case of (i) and (ii) above, the acquired
shares must be canceled immediately. In the case of (iii), (v) and (vi) above,
if the acquired shares are not sold within one year of such acquisition, such
shares must be canceled. The Company may not acquire its own Shares or the
shares of an affiliate as a pledge to secure loans granted by the Company or
any other claims.

Under the Media Law, if the owner of shares of a Greek media company is a
corporation, then the shares held by such corporation must also be registered
on the shareholder register in the name of the individual shareholders of such
corporation as well. The foregoing requirement does not apply to shareholdings
of up to 15% by corporations incorporated outside of Greece whose shares are
in registered form, provided such corporations are public companies with a
large shareholder base, have strong financial standing and are engaged in
audiovisual production, or to mutual funds operating in the EU and governed by
the EU Directive no. 85/611, provided no single fund holds more than 2.5% of
share capital and all such funds in the aggregate do not hold more than 10% of
the share capital. In addition, such requirement will not apply to ADSs, or to
the Shares underlying ADSs held by the Depositary so long as they are held by
the Depositary, based on an amendment which exempts shareholdings by companies
listed on a local or foreign stock exchange (or similar institution) and
financial institutions. However, to the extent a holder of ADSs withdraws
Shares, such holder will be subject to the foregoing rules. The Depositary
will be required to furnish to the NCRT the registry of holders upon request.

Under the Media Law, no single shareholder may hold more than 25% of the
Shares, and non-EU ownership of Shares may not exceed 25% of the share capital
of the Company. See "Business--Regulation--Ownership."

Rights on Liquidation

The liquidation of the Company follows the dissolution of the Company either
(i) after expiration of the duration period of the Company or (ii) by a
resolution of the General Assembly, passed in accordance with article 29
paragraph 3-4 and article 31 paragraph 2 of Law 2190/1920. In both cases, the
General Assembly appoints the liquidators. In the case of (i), the Board of
Directors assumes the duties of the liquidator until liquidators are appointed
by the General Assembly.

Upon appointment and after the termination of the liquidation process, the
liquidators shall take an inventory of the corporate assets and publish the
balance sheet of the Company in the Issue of Societes Anonymes and Limited
Liability Companies of the Government Gazette. The liquidators, acting by
majority vote, shall liquidate the Company's assets and repay the Company's
liabilities. After repayment of liabilities, the proceeds of such sales shall
be distributed pro rata to the shareholders.

During the liquidation, the General Assembly is still entitled to all its
rights under the Greek Company Law and the Articles of Incorporation and may
be convened by the liquidators whenever the liquidators deem it to be
necessary.

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DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS

The following is a summary of the material provisions of the Deposit
Agreement (the "Deposit Agreement"), to be entered into by Antenna, The Bank
of New York, as depositary (the "Depositary"), and the owners of ADRs (the
"Owners") and holders from time to time of ADRs issued thereunder.

This summary does not purport to be complete and is subject to the terms of
the Deposit Agreement, including the form of ADRs, filed as an exhibit to the
Registration Statement. Terms used herein and not otherwise defined will have
the meanings set forth in the Deposit Agreement. Copies of the Deposit
Agreement and the Articles of Incorporation of the Company will be available
for inspection at the Corporate Trust Office of the Depositary, currently
located at 101 Barclay Street, New York, New York 10286. The Depositary's
principal executive office is located at One Wall Street, New York, New York
10286.

American Depositary Receipts

ADRs evidencing ADSs are issuable by the Depositary pursuant to the Deposit
Agreement. Each ADS will represent one half of one Share or evidence of the
right to receive one half of one Share (together with any additional Shares at
any time deposited or deemed deposited under the Deposit Agreement and any and
all other securities, cash and property received by the Depositary or the
Custodian in respect thereof and at such time held under the Deposit
Agreement, "Deposited Securities"). Only persons in whose names ADRs are
registered on the books of the Depositary will be treated by the Depositary
and the Company as Owners. The Shares and other Deposited Securities, if any,
will be deposited in an account maintained at the principal office in Athens,
Greece of The National Bank of Greece as the custodian and agent of the
Depositary in Greece (the "Custodian"), and such Shares and other Deposited
Securities, if any, will be registered in the name of The Bank of New York.

Deposit, Transfer and Withdrawal

The Depositary has agreed, subject to the terms and conditions of the
Deposit Agreement, that upon delivery to the Custodian of Shares (or evidence
of rights to receive Shares) and pursuant to appropriate instruments of
transfer in a form satisfactory to the Custodian, the Depositary will, upon
payment of the fees, charges and taxes provided in the Deposit Agreement,
execute and deliver at its Corporate Trust Office to, or upon the written
order of, the person or persons named in the notice of the Custodian delivered
to the Depositary or requested by the person depositing such Shares with the
Depositary, an ADR or ADRs, registered in the name or names of such person or
persons, and evidencing any authorized number of ADSs requested by such person
or persons.

Upon surrender at the Corporate Trust Office of the Depositary of an ADR for
the purpose of withdrawal of the Deposited Securities represented by the ADSs
evidenced by such ADR, and upon payment of the fees of the Depositary for the
surrender of ADRs, governmental charges and taxes provided in the Deposit
Agreement, and subject to the terms and conditions of the Deposit Agreement,
the Owner of such ADR will be entitled to delivery, to the Owner or upon the
Owner's order, of the amount of Deposited Securities at the time represented
by one or more ADSs evidenced by such ADR. The forwarding of share
certificates, other securities, property, cash and other documents of title
for such delivery will be at the risk and expense of the Owner.

No Share will be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by
the governmental body in the Hellenic Republic, if any, which is then
performing the function of the regulation of currency exchange or which has
jurisdiction over foreign investment or regulated foreign ownership of Greek
companies in general, or investment in companies holding television licenses.

Subject to the terms and conditions of the Deposit Agreement and any
limitations established by the Depositary, the Depositary may deliver ADRs
prior to the receipt of Shares (a "Pre-Release") and deliver Shares upon the
receipt and cancellation of ADRs which have been Pre-Released, whether or not
such cancellation is prior to the termination of such Pre-Release or the
Depositary knows that such ADR has been Pre-Released. The

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Depositary may receive ADRs in lieu of Shares in satisfaction of a Pre-
Release. Each Pre-Release must be (i) preceded or accompanied by a written
representation from the person to whom the ADRs or Shares are to be delivered
that such person, or its customer, owns the Shares or ADRs to be remitted, as
the case may be, (ii) at all times fully collateralized with cash or such
other collateral as the Depositary deems appropriate, (iii) terminable by the
Depositary on not more than five business days' notice and (iv) subject to
such further indemnities and credit regulations as the Depositary deems
appropriate. The number of ADSs which are outstanding at any time as a result
of Pre-Releases will not normally exceed 30% of the Shares deposited;
provided, however, that the Depositary reserves the right to change or
disregard such limit from time to time as its deems appropriate.

The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

To the extent a holder of ADSs withdraws Deposited Securities, such Shares
will be subject to the rules governing the registration of shares of a Greek
company that is not listed on the Athens Stock Exchange and the rules
governing the transfer of shares of a Greek media company. See "Description of
Share Capital--Form and Transfer of Shares" and "--Restrictions on Ownership."

Dividends, Other Distributions and Rights

Subject to any restrictions imposed by Greek law, regulations or applicable
permits, the Depositary is required to convert or cause to be converted into
dollars, to the extent that in its judgment it can do so on a reasonable basis
and can transfer the resulting dollars to the United States, all cash
dividends and other cash distributions or the net proceeds from the sale of
securities, property or rights denominated in a currency other than dollars,
including Greek drachma ("Foreign Currency"), that it receives in respect of
the deposited Shares, and to distribute the resulting dollar amount (net of
reasonable and customary expenses incurred by the Depositary in converting
such Foreign Currency) to the Owners entitled thereto, in proportion to the
number of ADSs representing such Deposited Securities evidenced by ADRs held
by them, respectively. Such distribution may be made upon an averaged or other
practicable basis without regard to any distinctions among Owners on account
of exchange restrictions or the date of delivery of any ADR or ADRs or
otherwise. The amount distributed to the Owners of ADRs will be reduced by any
amount on account of taxes to be withheld by the Company or the Depositary.
See "--Liability of Owner for Taxes."

If the Depositary determines that in its judgment any Foreign Currency
received by the Depositary or the Custodian cannot be converted on a
reasonable basis into dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not
obtainable, or if any such approval or license is not obtained within a
reasonable period as determined by the Depositary, the Depositary may
distribute the Foreign Currency received by the Depositary or the Custodian
to, or in its discretion may hold such Foreign Currency uninvested and without
liability for interest thereon for the respective accounts of, the Owners
entitled to receive the same. If any such conversion of Foreign Currency, in
whole or in part, cannot be effected for distribution to some of the Owners
entitled thereto, the Depositary may in its discretion make such conversion
and distribution in dollars to the extent permissible to the Owners entitled
thereto, and may distribute the balance of the Foreign Currency received by
the Depositary to, or hold such balance uninvested and without liability for
the interest thereon for, the respective accounts of, the Owners entitled
thereto.

If the Company declares a dividend in, or free distribution of, Shares, the
Depositary may, and will if the Company so requests, distribute to the Owners
of outstanding ADRs entitled thereto, in proportion to the number of ADSs
evidenced by the ADRs held by them, respectively, additional ADRs evidencing
an aggregate number of ADSs that represents the amount of Shares received as
such dividend or free distribution, subject to the terms and conditions of the
Deposit Agreement with respect to the deposit of Shares and the issuance of
ADSs evidenced by ADRs, including the withholding of any tax or other
governmental charge and the payment of fees of the Depositary. The Depositary
may withhold any such distribution of ADRs if it has not received satisfactory

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assurances from the Company that such distribution does not require
registration under the Securities Act or is exempt from registration under the
provisions of such Act. In lieu of delivering ADRs for fractional ADSs in the
event of any such dividend or free distribution, the Depositary will sell the
amount of Shares represented by the aggregate of such fractions and distribute
the net proceeds in accordance with the Deposit Agreement. If additional ADRs
are not so distributed, each ADS will thenceforth also represent the
additional Shares distributed upon the Deposited Securities represented
thereby.

If the Company offers or causes to be offered to the holders of any
Deposited Securities any rights to subscribe for additional Shares or any
rights of any other nature, the Depositary will have discretion as to the
procedure to be followed in making such rights available to any Owners of ADRs
or in disposing of such rights on behalf of any Owners and making the net
proceeds available in dollars to such Owners or, if by the terms of such
rights offering or for any other reason, the Depositary may not either make
such rights available to any Owners or dispose of such rights and make the net
proceeds available to such Owners, then the Depositary shall allow the rights
to lapse; provided, however, if at the time of the offering of any rights the
Depositary determines in its discretion that it is lawful and feasible to make
such rights available to all Owners or to certain Owners but not to other
Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of ADSs
held by such Owner, warrants or other instruments therefor in such form as it
deems appropriate. If the Depositary determines in its discretion that it is
not lawful and feasible to make such rights available to certain Owners, it
may sell the rights, warrants or other instruments in proportion to the number
of ADSs held by the Owners to whom it has determined it may not lawfully or
feasibly make such rights available, and allocate the net proceeds of such
sales (net of fees of the Depositary as provided under the Deposit Agreement
and all taxes and governmental charges payable in connection with such rights
and subject to the terms of the Deposit Agreement) for the account of such
Owners otherwise entitled to such rights, warrants or other instruments, upon
an averaged or other practical basis without regard to any distinctions among
such Owners because of exchange restrictions or the date or delivery of any
ADR or ADRs, or otherwise. The Depositary will not be responsible for any
failure to determine that it may be lawful or feasible to make such rights
available to Owners in general or any Owner or Owners in particular.

In circumstances in which rights would not otherwise be distributed, if an
Owner of ADRs requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the ADSs of such Owner, the
Depositary will make such rights available to such Owner upon written notice
from the Company to the Depositary that (a) the Company has elected in its
sole discretion to permit such rights to be exercised and (b) such owner has
executed such documents as the Company has determined in its sole discretion
are reasonably required under applicable law. Upon instruction pursuant to
such warrants or other instruments to the Depositary from such Owner to
exercise such rights, upon payment by such Owner to the Depositary for the
account of such Owner of an amount equal to the purchase price of the Shares
to be received in exercise of the rights, and upon payment of the fees of the
Depositary as set forth in such warrants or other instruments, the Depositary
will, on behalf of such Owner, exercise the rights and purchase the Shares,
and the Company shall cause the Shares so purchased to be delivered to the
Depositary on behalf of such Owner. As agent for such Owner, the Depositary
will cause the Shares so purchased to be deposited, and will execute and
deliver ADRs to such Owner, pursuant to the Deposit Agreement.

The Depositary will not offer rights to Owners having an address in the
United States unless both the rights and the securities to which such rights
relate are either exempt from registration under the Securities Act with
respect to a distribution to all Owners or are registered under the provisions
of the Securities Act; provided, that nothing in the Deposit Agreement will
create, or be construed to create, any obligation on the part of the Company
to file a registration statement with respect to such rights or underlying
securities or to endeavor to have such a registration statement declared
effective. If an Owner of ADRs requests the distribution of warrants or other
instruments, notwithstanding that there has been no such registration under
the Securities Act, the Depositary will not effect such distribution unless it
has received an opinion from recognized counsel in the United States for the
Company upon which the Depositary may rely that such distribution to such
Owner is exempt from such registration. The Depositary will not be responsible
for any failure to determine that it may be lawful or feasible to make such
rights available to Owners in general or any Owner in particular.

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Whenever the Depositary receives any distribution other than cash, Shares or
rights in respect of the Deposited Securities, the Depositary will cause the
securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the
Depositary or any taxes other than governmental charges, in proportion to
their holdings, respectively, in any manner that the Depositary may reasonably
deem equitable and practicable for accomplishing such distribution; provided,
however, that if in the opinion of the Depositary such distribution cannot be
made proportionately among the Owners entitled thereto, or if for any other
reason (including, but not limited to, any requirement that the Company or the
Depositary withhold an amount on account of taxes or other governmental
charges or that such securities must be registered under the Securities Act in
order to be distributed to Owners or holders of ADRs) the Depositary deems
such distribution not to be feasible, the Depositary may adopt such method as
it may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net
proceeds of any such sale (net of the fees of the Depositary) will be
distributed by the Depositary to the Owners entitled thereto as in the case of
a distribution received in cash.

If the Depositary determines that any distribution of property (including
Shares and rights to subscribe therefor) is subject to any taxes or other
governmental charges which the Depositary is obligated to withhold, the
Depositary may, by public or private sale, dispose of all or a portion of such
property in such amount and in such manner as the Depositary deems necessary
and practicable to pay such taxes or charges and the Depositary will
distribute the net proceeds of any such sale after deduction of such taxes or
charges to the Owners entitled thereto in proportion to the number of ADSs
held by them, respectively.

Upon any change in nominal or par value, split-up, consolidation or any
other reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the
Company or to which it is a party, any securities which shall be received by
the Depositary or Custodian in exchange for, in conversion of, or in respect
of Deposited Securities will be treated as new Deposited Securities under the
Deposit Agreement, and the ADSs will thenceforth represent the new Deposited
Securities so received in exchange or conversion, unless additional ADRs are
delivered pursuant to the following sentence. In any such case the Depositary
may, after consultation with the Company, and will, if the Company so
requests, execute and deliver additional ADRs as in the case of a distribution
in Shares, or call for the surrender of outstanding ADRs to be exchanged for
new ADRs specifically describing such new Deposited Securities.

Record Dates

Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever for any reason
the Depositary causes a change in the number of Shares that are represented by
each ADS, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities, or whenever the Depositary
shall find it necessary or convenient, the Depositary will fix a record date,
(a) for the determination of the Owners who will be (i) entitled to receive
such dividend, distribution or rights, or the net proceeds of the sale
thereof, or (ii) entitled to give instructions for the exercise of voting
rights at any such meeting, or (b) on or after which each ADS will represent
the changed number of Shares, all subject to the provisions of the Deposit
Agreement.

Voting Of Deposited Securities

Upon receipt of notice of any meeting or solicitation or consents or proxies
of holders of Shares or other Deposited Securities, if requested in writing by
the Company, the Depositary will, as soon as practicable thereafter, mail to
all Owners a notice, the form of which notice will be in the sole discretion
of the Depositary, containing (a) the information included in such notice of
meeting received by the Depositary from the Company, (b) other than in the
case of a vote to waive the payment of dividends, a statement that the Owners
as of the close of business on a specified record date will be entitled,
subject to any applicable provision of Greek law and of the Articles of
Incorporation of the Company, to instruct the Depositary as to the exercise of
the voting rights,

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if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective ADSs, (c) a statement that Owners who instruct
the Depositary as to the exercise of their voting rights will be deemed to
have instructed the Depositary or authorized representative to call for a poll
with respect to each matter for which instructions are given, subject to any
applicable provisions of Greek law and of the Company's Articles of
Incorporation and (d) a statement as to the manner in which such instructions
may be given, including an express indication that instructions may be given
or deemed given in accordance with the last sentence of this paragraph if no
instruction is received, to the Depositary to give a discretionary proxy to a
person designated by the Company. Upon the written request of an Owner on such
date, received on or before the date established by the Depositary for such
purpose, the Depositary will endeavor, insofar as practicable, to vote or
cause to be voted the amount of Shares or other Deposited Securities
represented by the ADSs evidenced by such ADRs in accordance with the
nondiscretionary instructions set forth in such request. Accordingly, pursuant
to the Company's Articles of Incorporation and applicable Greek law, the
Depositary will cause its authorized representative to attend each meeting of
holders of Shares and call for a poll as instructed in accordance with clause
(c) above for the purpose of effecting such vote, other than in the case of a
vote to waive the payment of dividends. The Depositary will not vote or
attempt to exercise the right to vote that attaches to the Shares or other
Deposited Securities, other than in accordance with such instructions or
deemed instructions. In the event the Board of Directors submits to a meeting
of the shareholders a request for the approval of the shareholders to waive
the payment of dividends required under Greek corporate law, the Depositary
will not solicit instructions from any Owner with respect to such consent, and
will vote all of the Deposited Securities in favor of such a waiver. In
addition, in the event the Underwriters' over-allotment option is exercised,
for purposes of authorizing the increase in capital as required by Greek law
and waiving preemptive rights, the Depositary will not solicit instructions
from any Owner with respect to such consent, and will vote all of the
Deposited Securities in favor of such authorization and waiver.

The Deposit Agreement provides that if no instructions are received by the
Depositary from any Owner with respect to any of the Deposited Securities
represented by the ADSs evidenced by such Owner's ADRs on or before the date
established by the Depositary for such purpose, the Depositary will deem such
Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and
the Depositary will give a discretionary proxy to a person designated by the
Company to vote such Deposited Securities, under circumstances and according
to the terms as set forth in the Deposit Agreement; provided, that no such
instructions will be deemed given and no such discretionary proxy will be
given when the Company notifies the Depositary (and the Company agrees to
provide such notice as promptly as practicable in writing) that the matter to
be voted upon is one of the following: (1) is a matter not submitted to
shareholders by means of a proxy statement comparable to that specified in
Schedule 14A of the SEC; (2) is the subject of a counter-solicitation, or is
part of a proposal made by a shareholder which is being opposed by management
(i.e., a contest); (3) relates to a merger or consolidation (except when the
Company's proposal is to merge with its own wholly-owned subsidiary, provided
its shareholders dissenting thereto do not have rights of appraisal); (4)
involves a right of appraisal; (5) authorizes mortgaging of property; (6)
authorizes or creates indebtedness or increases the authorized amount of
indebtedness; (7) authorizes or creates preferred shares or increases the
authorized amount of existing preferred shares; (8) alters the terms or
conditions of any shares then outstanding or existing indebtedness; (9)
involves waiver or modification of preemptive rights (except when the
Company's proposal is to waive such rights with respect to shares being
offered pursuant to share option or purchase plans involving the additional
issuance of not more than 5% of the Company's outstanding Shares (see Item
(12) below) and except, in the event the Underwriters' over-allotment option
is exercised, to the extent contemplated by the preceeding paragraph), (10)
alters voting provisions or the proportionate voting power of a class of
shares, or the number of its votes per share (except where cumulative voting
provisions govern the number of votes per share for election of directors and
the Company's proposal involves a change in the number of its directors by not
more than 10% or not more than one); (11) changes existing quorum requirements
with respect to shareholder meetings; (12) authorizes issuance of Shares, or
options to purchase Shares, to directors, officers, or employees in an amount
which exceeds 5% of the total amount of the class outstanding (when no plan is
amended to extend its duration, the Company shall factor into the calculation
the number of Shares that remain available for issuance, the number of Shares
subject to outstanding options and

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any Shares being added; should there be more than one plan being considered at
the same meeting; all Shares are aggregated), except, in the event the
Underwriters' over-allotment is exercised, to the extent contemplated by the
preceeding paragraph; (13) authorizes (a) a new profit-sharing or special
remuneration plan, or a new retirement plan, the annual cost of which will
amount to more than 10% of average annual income before taxes for the
preceding five years, or (b) the amendment of an existing plan which would
bring its costs above 10% of such average annual income before taxes (should
there be more than one plan being considered at the same meeting, all costs
are aggregated; exceptions may be made in cases of: (a) retirement plans based
on agreement or negotiations with labor unions (or which have been or are to
be approved by such unions), and (b) any related retirement plan for benefit
of non-union employees having terms substantially equivalent to the terms of
such union-negotiated plan, which is submitted for action of stockholders
concurrently with such union-negotiated plan); (14) changes the purposes or
powers of the Company to an extent which would permit it to change to a
materially different line of business and it is the Company's stated intention
to make such a change; (15) authorizes the acquisition of property, assets, or
a Company, where the consideration to be given has a fair value of 20% or more
of the market value of the previously outstanding shares; (16) authorizes the
sale or other disposition of assets or earning power of 20% or more of those
existing prior to the transaction; (17) authorizes a transaction not in the
ordinary course of business in which an officer, director or substantial
security holder has a direct or indirect interest; or (18) reduces earned
surplus by 51% or more, or reduces earned surplus to an amount less than the
aggregate of three years' Share dividends computed at the current dividend
rate.

There can be no assurance that the Owners generally or any Owner in
particular will receive the notice described in the preceding paragraph
sufficiently prior to the date established by the Depositary for the receipt
of instructions to ensure that the Depositary will in fact receive such
instructions on or before such date. Neither the Depositary nor the Company
shall be responsible for any failure to carry out any instructions to vote any
of the Deposited Securities, or for the manner in which any such vote is cast
or the effect of any such vote, provided that any such action or nonaction is
in good faith.

Reports and Other Communications

The Depositary will make available for inspection by ADR Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company, which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of such Deposited Securities by the
Company. The Depositary will also, upon written request, send to the Owners
copies of such reports when furnished by the Company pursuant to the Deposit
Agreement. Any such reports and communications, including any proxy soliciting
material, furnished to the Depositary by the Company will be furnished in
English.

Amendment and Termination of the Deposit Agreement

The form of ADRs and any provisions of the Deposit Agreement may at any time
and from time to time be amended by agreement between the Company and the
Depositary in any respect which they may deem necessary or desirable;
provided, however, that any amendment that imposes or increases any fees or
charges (other than taxes and other governmental charges, registration fees,
cable, telex or facsimile transmission costs, delivery costs or other such
expenses), or which otherwise prejudices any substantial existing rights of
ADR Owners, will not take effect as to outstanding ADRs until the expiration
of 30 days after notice of any amendment has been given to the Owners of
outstanding ADRs. Every Owner of an ADR, at the time any amendment becomes
effective, will be deemed, by continuing to hold such ADR, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event will any amendment impair the right of the Owner of any
ADR to surrender such ADR and receive therefor the Deposited Securities
represented thereby, except to comply with mandatory provisions of applicable
law.

The Depositary will at any time at the direction of the Company terminate
the Deposit Agreement by mailing notice of such termination to the Owners of
the ADRs then outstanding at least 90 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement by

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mailing notice of such termination to the Company and the Owners of all ADRs
then outstanding if, at any time 90 days shall have expired after the
Depositary will have delivered to the Company a written notice of its election
to resign and a successor depositary will not have been appointed and accepted
its appointment, in accordance with the terms of the Deposit Agreement. On or
after the date of termination, the Owner of an ADR will, upon (a) surrender of
such ADR at the Corporate Trust Office of the Depositary, (b) payment of the
fee of the Depositary for the surrender of ADRs referred to in the Deposit
Agreement, and (c) payment of any applicable taxes or governmental charges, be
entitled to delivery, to him or upon his order, of the amount of Shares
represented by the ADSs evidenced by such ADR. If any ADRs remain outstanding
after the date of termination of the Deposit Agreement, the Depositary
thereafter will discontinue the registration of transfers of ADRs, will
suspend the distribution of dividends to the Owners thereof and will not give
any further notices or perform any further acts under the Deposit Agreement,
except the collection of dividends and other distributions pertaining to the
Deposited Securities, the sale of rights and other property and the delivery
of underlying Shares, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights
or other property, in exchange for surrendered ADRs (after deducting, in each
case, the fees of the Depositary for the surrender of an ADR and other
expenses set forth in Deposit Agreement and any applicable taxes or
governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then
held thereunder and may thereafter hold uninvested the net proceeds of such
sale, together with any other cash, unsegregated and without liability for
interest, for the pro rata benefit of the Owners that have not theretofore
surrendered their Receipts, such Owners thereupon becoming general creditors
of the depositary with respect to such net proceeds. After making such sale,
the Depositary will be discharged from all obligations under the Deposit
Agreement, except to account for net proceeds and other cash (after deducting,
in each case, the fee of the Depositary and other expenses set forth in the
Deposit Agreement for the surrender of an ADR and any applicable taxes or
other governmental charges).

Charges of Depositary

The Depositary will charge any party depositing or withdrawing Shares or any
party surrendering ADRs or to whom ADRs are issued (including, without
limitation, issuance pursuant to a stock dividend or stock split declared by
the Company or an exchange of stock regarding the ADRs or Deposited Securities
or a distribution of ADRs pursuant to the Deposit Agreement) where applicable:
(1) taxes and other governmental charges; (2) such registration fees as may
from time to time be in effect for the registration of transfers of Shares
generally on the share register of the Company or the appointed agent of the
Company for transfer and registration of Shares and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals; (3) such cable, telex and
facsimile transmission expenses as are expressly provided in the Deposit
Agreement to be at the expense of persons depositing Shares or Owners; (4)
such expenses as are incurred by the Depositary in the conversion of Foreign
Currency pursuant to the Deposit Agreement; (5) a fee not in excess of $5.00
per 100 ADSs (or portion thereof) for the issuance and surrender,
respectively, of ADRs pursuant to the Deposit Agreement; (6) a fee not in
excess of $0.02 per ADS (or portion thereof) for any cash distribution made
pursuant to the Deposit Agreement; (7) a fee for the distribution of
securities pursuant to the Deposit Agreement, such fee being in an amount
equal to the fee for the execution and delivery of ADSs referred to above
which would have been charged as a result of the deposit of such securities
(for purposes of this clause 7 treating all such securities as if they were
Shares), but which securities are instead distributed by the Depositary to
Owners and the net proceeds distributed; and (8) a fee not in excess of $1.50
per certificate for an ADR or ADRs for transfers made pursuant to the Deposit
Agreement.

The Depositary, pursuant to the Deposit Agreement, may own and deal in any
class of securities of the Company and its affiliates and in ADRs.

Liability of Owner for Taxes

If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any ADR or any Deposited
Securities represented by the ADSs evidenced by such ADR, such tax or other
governmental charge will be payable by the Owner of such ADR to the
Depositary. The Depositary may

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refuse to effect any transfer of such ADR or any withdrawal of Deposited
Securities underlying such ADR until such payment is made, and may withhold
any dividends or other distributions, or may sell for the account of the Owner
any part or all of the Deposited Securities underlying such ADR and may apply
such dividends, distributions or the proceeds of any such sale to pay any such
tax or other governmental charge and the Owner of such ADR will remain liable
for any deficiency.

Disclosure of Interests

Each Owner agrees to comply with the Company's Articles, as they may be
amended from time to time, and the laws of the Hellenic Republic, if
applicable, with respect to any disclosure requirements regarding ownership of
Shares, all as if such ADRs were, for this purpose, the Shares represented
thereby. Each Owner has agreed to be bound by provisions of the Deposit
Agreement mandating compliance with the disclosure requirements of Greek
company law.

In order to facilitate compliance with the notification requirements, Owners
may deliver any notification to the Depositary with respect to Shares
represented by ADSs, and the Depositary shall, as soon as practicable, forward
such notification to the Company and, if applicable, and to the extent
practicable and as permitted by applicable law any authorities in the Hellenic
Republic as specified by the Owner.

General

Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates will be liable to any Owner or
holder of ADRs, if by reason of any provision of any present or future law or
regulation of the United States, the Hellenic Republic or any other country,
or any other governmental or regulatory authority or stock exchange, or by
reason of any provision, present or future, of the Company's Articles, or by
reason of any provision of any securities issued or distributed by the
Company, or any offering or distribution thereof, or by reason of any act of
God or war or other circumstances beyond its control, the Depositary or the
Company or any of their respective directors, employees, agents or affiliates
shall be prevented, delayed or forbidden from, or be subject to any civil or
criminal penalty on account of, doing or performing any act or thing which by
the terms of the Deposit Agreement or the Shares it is provided will be done
or performed; nor will the Depositary or the Company incur any liability to
any Owner or holder of any ADR by reason of any nonperformance or delay,
caused as aforesaid, in the performance of any act or thing which by the terms
of the Deposit Agreement it is provided will or may be done or performed, or
by reason of any exercise of, or failure to exercise, any discretion provided
for under the Deposit Agreement. Where, by the terms of a distribution
pursuant to the Deposit Agreement, or an offering or distribution pursuant to
the Deposit Agreement, or for any other reason, such distribution or offering
may not be made available to Owners, and the Depositary may not dispose of
such distribution or offering on behalf of such Owners and make the net
proceeds available to such Owners, then the Depositary will not make such
distribution or offering, and will allow the rights, if applicable, to lapse.

The Company and the Depositary assume no obligation nor will they be subject
to any liability under the Deposit Agreement to Owners or holders of ADRs,
except that they agree to perform their respective obligations specifically
set forth under the Deposit Agreement without negligence or bad faith.

The ADRs are transferable on the books of the Depositary, provided that the
Depositary may close the transfer books at any time or from time to time when
deemed expedient by it in connection with the performance of its duties. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination or surrender or any ADR or withdrawal of any Shares, the
Depositary, the Custodian or the Registrar may require payment from the person
presenting the ADR or the depositor of the Shares of a sum sufficient to
reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and
fee with respect to Shares being deposited or withdrawn) and payment of any
applicable fees as provided in the Deposit Agreement, may require the
production of proof satisfactory to it as to the identity and genuineness of
any signature and may also require compliance with any regulations the

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Depositary may establish consistent with the provisions of the Deposit
Agreement. The Depositary may refuse to deliver ADRs, to register the transfer
of any ADR or to make any distribution on, or related to, Shares until it has
received such proof of citizenship or residence, exchange control approval or
other information as it may deem necessary or proper. The delivery, transfer,
registration or transfer of outstanding ADRs and surrender of ADRs generally
may be suspended or refused during any period when the transfer books of the
Depositary, the Company or the Foreign Registrar are closed or if any such
action is deemed necessary or advisable by the Depositary or the Company, at
any time or from time to time.

Notwithstanding any other provision of the Deposit Agreement or the ADRs,
the surrender of outstanding ADRs and withdrawal of Shares may not be
suspended subject only to (i) temporary delays caused by closing the transfer
books of the Depositary or the Company or the deposit of Shares in connection
with voting at a shareholders' meeting, or the payment of dividends, (ii) the
payment of fees, taxes and similar charges, and (iii) compliance with any
United States or foreign laws or governmental regulations relating to the ADRs
or to the withdrawal of the Shares.

Without limitation of the foregoing, the Depositary shall not knowingly
accept for deposit under the Deposit Agreement any Shares required to be
registered under the provisions of the Securities Act, unless a registration
statement is in effect as to such Shares.

The Depositary will keep books, at its Corporate Trust Office, for the
registration and transfer of ADRs, which at all reasonable times will be open
for inspection by the Owners, provided that such inspection will not be for
the purpose of communications with Owners in the interest of a business or
object other than the business of the Company or a matter related to the
Deposit Agreement or the ADRs.

The Depositary may appoint one or more co-transfer agents for the purpose of
effecting transfers, combinations and split-ups of ADRs at designated transfer
offices on behalf of the Depositary. In carrying out its functions, a co-
transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Owners or persons entitled to ADRs
and will be entitled to protection and indemnity to the same extent as the
Depositary.

Governing Law

The Deposit Agreement will be governed by the laws of the State of New York.
The courts of the State of New York and any United States Federal Court
sitting in New York City have jurisdiction in respect of any proceedings
relating to the Deposit Agreement.

Information Regarding the Depositary

The Depositary is The Bank of New York, a New York banking corporation
established in 1784. It does not have a limited life. It does not have a
registration number or a registered office. Its principal executive and
administrative offices are located at One Wall Street, New York, New York
10285.

The Bank of New York is a New York state chartered bank regulated by the New
York State Banking Commission and a state member of the Federal Reserve System
regulated by the Board of Governors of the Federal Reserve System.

The Bank of New York is wholly owned by The Bank of New York Company, Inc.,
a bank holding company, which is publicly held.

Clearing and Settlement of ADSs

It is expected that the ADSs will be accepted for clearance through the
facilities of the DTC, Euroclear and Cedel and will bear the CUSIP number
03672N 10 0, the ISIN number US 03672N 10 00 and the Common Code 9488880.

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<PAGE>

Depository Trust Company

DTC is a limited-purpose trust company organized under the laws of the State
of New and a member of the Federal Reserve System, a clearing corporation
within the meaning of the New York Uniform Commercial Code and a clearing
agency registered pursuant to the provisions of Section 17A of the Exchange
Act. DTC holds securities for DTC participants and facilitates the clearance
and settlement of transactions between DTC participants though electronic
book-entry changes in accounts of DTC participants. DTC participants include
securities brokers and dealers, trust companies and clearing corporations and
may include certain other organizations. Indirect access to DTC is also
available to brokers, dealers and trust companies which clear through or
maintain a custodial relationship with a DTC participant.

Holders of book-entry interests in the ADSs holding through DTC will
receive, to the extent received by the Depositary, all distributions of
dividends and other payments with respect to book-entry interests in the ADSs
from the Depositary through DTC and DTC participants. Distributions in the
United States will be subject to relevant U.S. tax laws and regulations.

As DTC can act on behalf of DTC participants only, who in turn act on behalf
of indirect DTC participants, the ability of indirect DTC participants to
pledge book-entry interests in the ADSs to persons or entities that do not
participate in DTC, or otherwise take actions with respect to such book-entry
interests in the ADSs, may be limited.

Euroclear and Cedelbank

Euroclear and Cedelbank each hold securities for participating organizations
and facilitate the clearance and settlement of securities transactions between
their respective participants through electronic book-entry changes in
accounts of such participants. Euroclear and Cedelbank provide to their
participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Cedelbank are also DTC participants.
Euroclear and Cedelbank participants are financial institutions such as
underwriters, securities brokers and dealers, banks, trust companies and
certain other organizations and include certain of the Underwriters. Indirect
access to Euroclear or Cedelbank is also available to others such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Euroclear or Cedelbank participant either
directly or indirectly.

Distribution of dividends and other payments with respect to book-entry
interests in the ADSs held through Euroclear or Cedelbank will be credited, to
the extent received by the Depositary, to the cash accounts of Euroclear or
Cedelbank participants in accordance with the relevant system's rules and
procedures.

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TAXATION

In the opinion of Constantine Xydias & Partners, of Athens, Greece, the
information set forth below under the caption "Greek Taxation" is a discussion
of the material Greek tax consequences of the acquisition, ownership and
disposition of ADSs (or Shares). In the opinion of Paul, Weiss, Rifkind,
Wharton & Garrison, special U.S. tax counsel to the Company, the information
set forth below under the caption "United States Taxation" is a discussion of
the material U.S. federal income tax consequences of the acquisition,
ownership and disposition of ADSs or Shares by a U.S. Holder (as defined
below). These discussions are not a complete analysis or listing of all of the
possible tax consequences of such transactions and do not address all tax
considerations that may be relevant to particular holders in light of their
personal circumstances or to persons that are subject to special tax rules. In
particular, the description of U.S. tax consequences deals only with U.S.
Holders that will hold ADSs or Shares as capital assets within the meaning of
the Internal Revenue Code of 1986, as amended (the "Code"), and who do not at
any time own individually, nor are treated as owning, 10% or more of the
Shares (including ADSs) of the Company. In addition this description of U.S.
tax consequences does not address the tax treatment of special classes of U.S.
Holders, such as banks, tax-exempt entities, insurance companies, persons
holding ADSs or Shares as part of a hedging or conversion transaction or as
part of a "straddle," U.S. expatriates, persons subject to the alternative
minimum tax, dealers or traders in securities or currencies and holders whose
"functional currency" is not the dollar.

As used herein, the term "U.S. Holder" means (i) an individual citizen or
resident of the United States, (ii) a corporation created or organized under
the laws of the United States or any state thereof including the District of
Columbia, (iii) an estate the income of which is subject to United States
federal income taxation regardless of its source, (iv) a trust if a court
within the United States is able to exercise primary jurisdiction over its
administration and one or more U.S. persons have authority to control all
substantial decisions of the trust, or (v) a partnership to the extent the
interests therein are owned by any of the persons described in clauses (i),
(ii), (iii) or (iv) above. A "Non-U.S. Holder" is any beneficial owner of ADSs
or Shares that is not a U.S. Holder.

Holders of ADSs (or Shares) who are not U.S. Holders should also consult
their own tax advisors, particularly as to the applicability of any tax
treaty. The statements regarding Greek tax laws and United States federal tax
laws set out below assume that each obligation in the Deposit Agreement and
any related agreement will be performed in full in accordance with its terms.

Greek Taxation

Introduction

The following discussion of Greek tax considerations is based on tax laws
and regulations in effect in Greece on the date hereof which are subject to
change without notice (possibly with retroactive effect). Prospective
purchasers or holders of ADSs or Shares should consult their own tax advisors
as to the Greek or other tax consequences arising from the acquisition,
ownership and disposition of ADSs or Shares as they may relate to such
holder's particular circumstances.

Taxation of Dividends

Under Greek law, income before taxes of a societe anonyme whose shares are
not listed on the Athens Stock Exchange is taxed at a flat rate of 40%, or 35%
if its shares are listed on the Athens Stock Exchange. As a result, dividends
distributed therefrom to shareholders are paid out net of tax. Accordingly, no
withholding taxes are imposed by Greece on the payment of dividends on the
Shares and the Company assumes no responsibility therefor.

Taxation of Capital Gains

Shares. Under Greek law, any gain derived from the sale of shares of a
societe anonyme not listed on the Athens Stock Exchange or any foreign stock
exchange or internationally recognized similar institution will be subject to
a 20% capital gains tax. Such tax is also levied on capital gains obtained by
persons not residing in

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<PAGE>

Greece for tax purposes who are not entitled to the benefits of an applicable
treaty for the avoidance of taxation. Under the tax treaty of 1953 entered
into between Greece and the United States (the "US/Greece Tax Treaty"), U.S.
persons otherwise eligible for benefits under the US/Greece Tax Treaty are not
exempted from the payment of Greek capital gains tax. Any such capital gains
tax is in principle payable by the seller, although the seller and purchaser
are held jointly and severally liable.

Under Greek law, the sale of shares of a societe anonyme not listed on the
Athens Stock Exchange may only be effected by means of a notarial deed along
with a special declaration for the payment of capital gains tax. Failure to
follow this procedure in connection with the sale of shares will result in
such transfer being null and void and the purchaser will not be entitled to
benefit from any rights attached to the purchased shares.

The private agreement or notarial deed is required to contain at least the
following elements: (i) legal name (if other than a natural person),
registered seat, tax office and fiscal number of both the seller and the
purchaser; (ii) legal name (if other than a natural person), registered seat,
tax office and fiscal number of the company as well as the type, number,
nominal value and (if applicable) serial number of the transferred shares;
(iii) the sale price and the mode of payment (payment in full or in
installments); (iv) the amount of capital gains which the seller will
recognize as a consequence of the sale according to his calculations; and (v)
the amount of capital gains tax to be paid by him.

The Shares are not listed on the Athens Stock Exchange. As a result, the
capital gains tax and procedures for transfer described above will apply to
the Shares. See below for a discussion of the treatment of ADSs for these
purposes.

Foreign purchasers of Shares residing for tax purposes in a jurisdiction
with which Greece has concluded a tax treaty may be exempted from capital
gains tax in accordance with the provisions of such applicable treaty.
Although a treaty may exempt the seller from capital gains tax in Greece, the
procedural requirements required to validly transfer the Shares must still be
satisfied. As noted above, the US/Greece Tax Treaty does not provide an
exemption from the application of Greek capital gains tax. Investors should
consult their own tax advisors as to whether an income tax treaty with Greece
applies to the application of capital gains tax.

ADSs. Notwithstanding the above, in the opinion of Constantine Xydias &
Partners, no Greek tax will be levied on capital gains arising from sales of
ADSs on Nasdaq or the London Stock Exchange in view of the fact that the
holders of ADSs do not acquire direct rights on the underlying Shares and that
the transfer of ADSs does not constitute per se a transfer of the underlying
Shares. Any subsequent disposal of Shares might give rise to capital gains
taxable in Greece on the terms described above. However, it should be noted
that Greek tax authorities have not taken a position on whether Greek tax may
be levied on capital gains from trades of ADSs or whether the Greek procedural
requirements for the transfer of shares of a societe anonyme which are not
listed on the Athens Stock Exchange also apply to transfers of ADSs. Their
opinion on these issues may differ from that set forth above.

The exercise of the right of a Holder of ADSs to receive Shares underlying
such ADSs in accordance with and pursuant to the Deposit Agreement in order to
exercise direct rights as shareholders of the Company, including, but not
limited to, attending shareholders meetings and directly exercising voting
rights or receiving dividends, would require their registration in the
Company's shareholders registry. As a consequence of withdrawing Shares from
the ADR facility, such Shares will be transferred from the Depositary to the
Holder and such Holder will need to follow the procedure for the transfer of
Shares described above. In connection with causing such transfer to occur, the
relevant Greek tax authorities may seek to collect a capital gains tax on such
transfer. The same would also apply to any subsequent transfer of Shares by
the Holders.

Transfers of Shares not effected in accordance with the provisions of Greek
Law described above will result in the following: (i) the relevant transfers
shall be null and void; (ii) transferees will not be able to exercise their
rights as shareholders of the Company (i.e., receive dividends or participate
in or vote at a General Meeting,

75
<PAGE>

either directly or by proxy); (iii) resolutions approved by a General Meeting
in which the transferees or their proxies participated and voted and the
actions authorized pursuant thereto (including, but not limited, to the
approval of the financial statements and the distribution of dividends) may be
invalidated; (iv) any person who appears and votes at a General Meeting
without having the right to do so is subject to criminal sanctions and fines;
and (v) the non-filing of a tax declaration (such as the declaration regarding
the transfer of Shares) by the person who is obliged to do so or the filing of
such declaration which subsequently is found to be inaccurate would result in
such person being liable for the payment of additional taxes or penalties and
if it were the intent of such person to evade payment of tax, such person may
also be subject to other administrative or criminal sanctions.

The consequences set forth in paragraphs (i) to (iv) above also apply to
transfers of Shares not effected in accordance with the provisions of Greek
law between persons who reside for tax purposes in a country with which Greece
has a tax treaty exempting such persons from the payment of Greek capital
gains tax. In such case the transferor would be liable for the payment of
penalties amounting to between GRD 40,000 and GRD 400,000.

Finally, pursuant to an express provision of Greek law, the transferee
remains jointly and severally liable with the transferor to the tax
authorities for the payment of capital gains tax in the event the transferor
did not file the relevant tax declaration.

Stamp Duty

The issuance and transfer of Shares as well as the payment of dividends
therefrom is exempt from stamp duty.

Inheritance or Succession and Donation Taxes

Under Greek law, foreign individuals or legal entities who are neither
residents, nor under Greek tax law deemed to be residents, of Greece may be
exempted from inheritance, or succession and donation taxes on ADSs evidencing
Shares, if the country in which they reside provides equal tax treatment to
individuals or legal entities, subject to the provisions of applicable
treaties (if any). Even if a treaty should apply, the procedural requirements
relating to the transfer of Shares as described above under "Taxation of
Capital Gains" must be complied with, otherwise the consequences referred to
above will be applicable.

Prospective U.S. Holders of Shares and ADSs evidencing Shares should consult
their tax advisors with regard to the applicability of the double inheritance
tax avoidance treaty of 1950 entered into between Greece and the United States
of America.

POTENTIAL PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
PARTICULAR CONSEQUENCES TO THEM UNDER GREEK TAX LAWS (INCLUDING GREEK CAPITAL
GAINS, INHERITANCE OR SUCCESSION, AND GIFT TAX) OF THE ACQUISITION, OWNERSHIP
AND DISPOSITION OF SHARES AND ADSs.

United States Taxation

The following discussion is based (i) upon the Code, as amended, U.S.
judicial decisions, administrative pronouncements, and existing and proposed
Treasury regulations, any of which is subject to change (possibly with
retroactive effect), and (ii) in part upon representations of the Depositary.

POTENTIAL PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE
PARTICULAR CONSEQUENCES TO THEM UNDER U.S. FEDERAL, STATE, LOCAL AND
APPLICABLE FOREIGN TAX LAWS OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF
SHARES AND ADSs.

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<PAGE>

U.S. Holders of ADSs will be treated for U.S. federal income tax purposes as
owners of the Shares underlying the ADSs. Accordingly, except as noted, the
U.S. federal income tax consequences discussed below apply equally to U.S.
Holders of ADSs and Shares.

Dividends

Subject to the discussion of passive foreign investment companies below, the
gross amount of any distribution paid by the Company to a U.S. Holder will
generally be subject to U.S. federal income tax as foreign source dividend
income to the extent paid out of current or accumulated earnings and profits
of the Company, as determined under U.S. federal income tax principles. The
amount of any distribution of property other than cash will be the fair market
value of such property on the date of the distribution. Dividends received by
a U.S. Holder will not be eligible for the dividends received deduction
allowed to corporations. To the extent that an amount received by a U.S.
Holder exceeds such holder's allocable share of the Company's current and
accumulated earnings and profits, such excess will be applied first to reduce
such U.S. Holder's tax basis in his Shares (thereby increasing the amount of
gain or decreasing the amount of loss recognized on a subsequent disposition
of the Shares) and then, to the extent such distribution exceeds such U.S.
Holder's tax basis, will be treated as capital gain. The Company does not
currently maintain calculations of its earnings and profits for U.S. federal
income tax purposes.

The gross amount of distributions paid in drachmas (or any successor or
other foreign currency) will be included in the income of such U.S. Holder in
a dollar amount calculated by reference to the spot exchange rate in effect on
the day the distributions are paid to the Depositary regardless of whether the
payment is in fact converted into dollars. If the drachmas (or any successor
or other foreign currency) are converted into dollars on the date of the
payment, the U.S. Holder should not be required to recognize any foreign
currency gain or loss with respect to the receipt of drachmas as
distributions. If, instead, the drachmas are converted at a later date, any
currency gains or losses resulting from the conversion of the drachmas will be
treated as U.S. source ordinary income or loss. Any amounts recognized as
dividends will generally constitute foreign source "passive income" or, in the
case of certain U.S. Holders, "financial services income" for U.S. foreign tax
credit purposes. A U.S. Holder will have a basis in any drachmas distributed
equal to their dollar value on the payment date.

A Non-U.S. Holder of ADSs generally will not be subject to U.S. federal
income tax or withholding tax on dividends received on ADSs unless such income
is effectively connected with the conduct by such Non-U.S. Holder of a trade
or business in the United States.

Sale or Exchange

Subject to the discussion of passive foreign investment companies below,
gain or loss realized by a U.S. Holder on the sale or other disposition of
ADSs will be subject to U.S. federal income taxation as capital gain or loss
in an amount equal to the difference between the U.S. Holder's adjusted tax
basis in the ADSs and the amount realized on the disposition. In the case of a
non-corporate U.S. Holder, the federal tax rate applicable to capital gains
will depend upon (i) the holder's holding period for the ADSs (with a
preferential rate available for ADSs held for more than one year) and (ii) the
holder's marginal tax rate for ordinary income. Any gain realized will
generally be treated as U.S. source gain and loss realized by a U.S. Holder
generally also will be treated as from sources within the United States.

The ability of a U.S. Holder to utilize foreign taxes as a credit to offset
U.S. taxes is subject to complex limitations and conditions. The consequences
of the separate limitation calculation will depend upon the nature and sources
of each U.S. Holder's income and the deductions allocable thereto.
Alternatively, a U.S. Holder may elect to claim all foreign taxes paid as an
itemized deduction in lieu of claiming a foreign tax credit. A deduction does
not reduce U.S. tax on a dollar-for-dollar basis like a tax credit, but the
availability of the deduction is not subject to the conditions and limitations
applicable to foreign tax credits.

The surrender of ADSs in exchange for Shares (or vice versa) will not be a
taxable event for U.S. federal income tax purposes and U.S. Holders will not
recognize any gain or loss upon such a surrender.

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<PAGE>

If a U.S. Holder receives any foreign currency on the sale of ADSs, such
U.S. Holder may recognize ordinary income or loss as a result of currency
fluctuations between the date of the sale of ADSs and the date the sale
proceeds are converted into dollars.

A Non-U.S. Holder of ADSs generally will not be subject to U.S. federal
income or withholding tax on any gain realized on the sale or exchange of such
ADSs unless (i) such gain is effectively connected with the conduct by such
Non-U.S. Holder of a trade or business in the United States or (ii) in the
case of any gain realized by an individual Non-U.S. Holder, such Non-U.S.
Holder is present in the United States for 183 days or more in the taxable
year of such sale and certain other conditions are met.

Passive Foreign Investment Company

The Company believes that Shares and ADSs should not currently be treated as
stock of a passive foreign investment company (a "PFIC") for United States
federal income tax purposes, but that conclusion is a factual determination
made annually and thus may be subject to change based on future operations. In
general, the Company will be a PFIC with respect to a U.S. Holder if, for any
taxable year in which the U.S. Holder holds the Company's ADSs or Shares,
either (i) at least 75% of the gross income of the Company for the taxable
year is passive income or (ii) at least 50% of the value (determined on the
basis of a quarterly average) of the Company's assets is attributable to
assets that produce or are held for the production of passive income. For this
purpose, passive income includes income such as dividends, interest,
royalties, rents (other than certain rents and royalties derived in the active
conduct of a trade or business), annuities and gains from assets that produce
passive income. If a foreign corporation owns at least 25% by value of the
stock of another corporation, the foreign corporation is treated for purposes
of the PFIC taxes as owning its proportionate share of the assets of the other
corporation, and as receiving directly its proportionate share of the other
corporation's income.

If the Company is treated as a PFIC, a U.S. Holder that did not make a QEF
election (or, if available, a mark-to-market election), as described below,
would be subject to special rules with respect to (a) any gain realized on the
sale or other disposition of Shares or ADSs and (b) any excess distribution by
the Company to the U.S. Holder (generally, any distributions to the U.S.
Holder in respect of the Shares or ADSs during a single taxable year that are
greater than 125% of the average annual distributions received by the U.S.
Holder in respect of the Shares or ADSs during the three preceding taxable
years or, if shorter, the U.S. Holder's holding period for the Shares or
ADSs). Under those rules (i) the gain or excess distribution would be
allocated ratably over the U.S. Holder's holding period for the Shares or
ADSs, (ii) the amount allocated to the taxable year in which the gain or
excess distribution was realized would be taxable as ordinary income, (iii)
the amount allocated to each prior year, with certain exceptions, would be
subject to tax at the highest tax rate in effect for that year and (iv) the
interest charge generally applicable to underpayments of tax would be imposed
in respect of the tax attributable to each such year.

A U.S. Holder of ADSs that are treated as "marketable stock" under the PFIC
rules may be able to avoid the imposition of the PFIC tax rules described
above by making a mark-to-market election. Generally, pursuant to this
election, such holder would include in ordinary income, for each taxable year
during which such ADSs are held, an amount equal to the increase in value of
the ADSs, which increase will be determined by reference to the value of such
ADSs at the end of the current taxable year as compared with their value as of
the end of the prior taxable year. Holders desiring to make the mark-to-market
election should consult their tax advisors with respect to the application and
effect of making such election.

In the case of a U.S. Holder who does not make a mark-to-market election,
the special PFIC tax rules described above will not apply to such U.S. Holder
if the U.S. Holder elects to have the Company treated as a qualified election
fund (an "QEF Election") and the Company provides certain required information
to holders. For a U.S. Holder to make a QEF election, the Company would have
to satisfy certain burdensome reporting requirements. The Company has not
determined whether it will undertake the necessary measures to be able to
satisfy such requirements in the event that the Company were treated as a
PFIC.

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<PAGE>

A U.S. Holder that makes an QEF election will be currently taxable on its
pro rata share of the Company's ordinary earnings and net capital gain (at
ordinary income and capital gains rates, respectively) for each taxable year
of the Company, regardless of whether or not distributions were received. The
U.S. Holder's basis in the Shares or ADSs will be increased to reflect taxed
but undistributed income. Distributions of income that had previously been
taxed will result in a corresponding reduction of basis in the Shares or ADSs
and will not be taxed again as a distribution to the U.S. Holder.

United States Backup Withholding

A U.S. Holder may be subject to information reporting with respect to
dividends paid on, or proceeds of the sale or other disposition of, an ADS,
unless the U.S. Holder is a corporation or comes within certain other
categories of exempt recipients. A U.S. Holder that is not an exempt recipient
may be subject to backup withholding at a rate of 31% with respect to the
proceeds from the sale or the disposition of an ADS unless the U.S. Holder
provides a taxpayer identification number and otherwise complies with
applicable requirements of the backup withholding rules. Any amount withheld
under these rules will be creditable against the U.S. Holder's U.S. federal
income tax liability or refundable to the extent that it exceeds such
liability. A U.S. Holder who does not provide a correct taxpayer
identification number may be subject to penalties imposed by the United States
Internal Revenue Service.

Non-U.S. Holders will not be subject to back-up withholding with respect to
dividends on ADSs, unless payment is made through a paying agent (or office)
in the United States. Non-U.S. Holders generally will be subject to
information reporting with respect to the payment within the United States of
dividends on ADSs, unless the holder certifies to its foreign status or
otherwise establishes an exemption.

Recently issued Treasury regulations would modify certain of the rules
discussed above with respect to payments on the ADSs made after December 31,
1999. In particular, a payor within the United States will be required to
withhold 31% of any payments of dividends on or proceeds from the sale of ADSs
within the United States to a non-exempt U.S. or Non-U.S. Holder if such
holder fails to provide appropriate certification. In the case of such
payments by a payor within the United States to a foreign partnership (other
than one that qualifies as a "withholding foreign partnership" within the
meaning of such Treasury regulations), the partners of such partnership will
be required to provide the certification discussed above in order to establish
an exemption from backup withholding tax and information reporting
requirements. Moreover, a payor may only rely on a certification provided by a
Non-U.S. Holder if such payor does not have actual knowledge or a reason to
know that any information or certification stated in such certificate is
unreliable.

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UNDERWRITING

The underwriters of the offering of the ADSs in the United States and Canada
(the "U.S. Underwriters"), for whom Lehman Brothers Inc., BT Alex. Brown
Incorporated and Salomon Smith Barney Inc. are acting as the representatives
(the "Representatives"), have severally agreed, subject to the terms and
conditions of the U.S. Underwriting Agreement (the "U.S. Underwriting
Agreement"), the form of which is filed as an exhibit to the Registration
Statement of which this Prospectus is a part, to purchase from the Company and
the Selling Shareholder, and the Company and the Selling Shareholder have
agreed to sell to each U.S. Underwriter, the aggregate number of ADSs set
forth opposite their respective names below:

<TABLE>
<CAPTION>
U.S. Underwriters Number of ADSs
----------------- --------------
<S> <C>
Lehman Brothers Inc. .....................................
BT Alex. Brown Incorporated...............................
Salomon Smith Barney Inc. ................................
-----------
Total...................................................
===========
</TABLE>

The underwriters of the concurrent offering of the ADSs outside the United
States and Canada (the "International Managers" and, together with the U.S.
Underwriters, the "Underwriters") for whom Lehman Brothers International
(Europe), BT Alex. Brown International, a division of Bankers Trust
International PLC and Salomon Brothers International Limited are acting as
lead managers (the "Lead Managers"), have severally agreed to the terms and
conditions of the International Underwriting Agreement, the form of which is
filed as an exhibit to the Registration Statement of which this Prospectus is
a part, to purchase from the Company and the Selling Shareholder, and the
Company and the Selling Shareholder have agreed to sell to each International
Manager, the aggregate number of ADSs set forth opposite their respective
names below:

<TABLE>
<CAPTION>
International Managers Number of ADSs
---------------------- --------------
<S> <C>
Lehman Brothers International (Europe)..................
BT Alex. Brown International, a division of Bankers
Trust International PLC................................
Salomon Brothers International Limited..................
-----------
Total.................................................
===========
</TABLE>

The U.S. Underwriting Agreement and the International Underwriting Agreement
(collectively, the "Underwriting Agreements") provide that the obligations of
the U.S. Underwriters and the International Managers to purchase ADSs are
subject to certain conditions, such as, among other things, the absence of
certain material adverse developments affecting the Company or the Offering,
the ADSs having been approved for quotation on Nasdaq and admitted to the
Official List of the London Stock Exchange, in each case subject to official
notice of issuance and the delivery of certain legal opinions, certificates
and other documents, and that, if any of the ADSs are purchased by the U.S.
Underwriters pursuant to the U.S. Underwriting Agreement or by the
International Managers pursuant to the International Underwriting Agreement,
all the ADSs agreed to be purchased by either the U.S. Underwriters or the
International Managers, as the case may be, pursuant to their respective
Underwriting Agreements, must be so purchased. The offering price and
underwriting discounts and commissions for the U.S. Offering and the
International Offering are identical. The closing of the International
Offering is a condition to the closing of the U.S. Offering, and the closing
of the U.S. Offering is a condition to the closing of the International
Offering.

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The Company and the Selling Shareholder have been advised by the
Representatives and the Lead Managers that the U.S. Underwriters and
International Managers, respectively, propose to offer the ADSs to the public
at the initial public offering price set forth on the cover page of this
Prospectus, and to certain selected dealers (who may include the U.S.
Underwriters and the International Managers) at such initial public offering
price less a selling concession not in excess of $ per ADS. The U.S.
Underwriters and International Managers may allow, and such dealers may
reallow, a concession not in excess of $ per ADS to certain other brokers or
dealers. After the Offering, the public offering price and other selling terms
may be changed by the Representatives and the Lead Managers.

The Company and the Selling Shareholder have granted the U.S. Underwriters
and International Managers options to purchase up to an additional 389,200 and
765,800 ADSs, respectively, solely to cover over-allotments at the initial
offering price to the public, less underwriting discounts and commissions. The
Underwriters have agreed that, if such options are exercised in part, they
will first acquire ADSs from the Selling Shareholder before acquiring ADSs
from the Company. Any or all of such options may be exercised at any time
until 30 days after the date of the U.S. Underwriting Agreement and the
International Underwriting Agreement, respectively. To the extent that either
option is exercised, each of the U.S. Underwriters or International Managers,
as the case may be, will be committed, subject to certain conditions, to
purchase a number of the additional ADSs, proportionate to such U.S.
Underwriter's or International Manager's initial commitment as indicated in
the preceding tables.

The U.S. Underwriters and the International Managers have entered into an
Agreement Between U.S. Underwriters and International Managers pursuant to
which each U.S. Underwriter has agreed that, as part of the distribution of
the ADSs (plus any of the ADSs to cover over-allotments) offered in the U.S.
Offering, (i) it is not purchasing any of such ADSs for the account of anyone
other than a U.S. or Canadian Person (as defined below) and (ii) it has not
offered or sold, and will not offer, sell, resell or deliver, directly or
indirectly, any of such ADSs outside the United States or Canada or to anyone
other than a U.S. or Canadian Person. In addition, pursuant to the same
agreement, each International Manager has agreed that, as part of the
distribution of the ADSs (plus any of the ADSs to cover over-allotments)
offered in the International Offering, (a) it is not purchasing any of such
ADSs for the account of any U.S. or Canadian Person and (b) it has not offered
or sold, and will not offer, sell, resell or deliver, directly or indirectly,
any of such ADSs in the United States or Canada or to any U.S. or Canadian
Person. Each International Manager has also agreed that it will offer to sell
ADSs only in compliance with all relevant requirements of any applicable laws.

The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the Underwriting Agreements and the
Agreement Between U.S. Underwriters and International Managers, including (i)
certain purchases and sales between the U.S. Underwriters and the
International Managers, (ii) certain offers, sales, resales, deliveries or
distributions to or through investment advisors or other persons exercising
investment discretion, (iii) purchases, offers or sales by a U.S. Underwriter
who is also acting as an International Manager or by an International Manager
who is also acting as a U.S. Underwriter and (iv) other transactions
specifically approved by Lehman Brothers as a Lead Manager. As used herein,
(a) the term "United States" means the United States of America (including the
District of Columbia) and its territories, its possessions and other areas
subject to its jurisdiction, (b) the term "Canada" means Canada, its
provinces, territories and possessions and other areas subject to its
jurisdiction and (c) the term "U.S. or Canadian Person" means any resident or
citizen of the United States or Canada, any corporation, partnership or other
entity created or organized in or under the laws of the United States or
Canada or any political subdivision thereof or any estate or trust, the income
of which is subject to United States federal income taxation or Canadian
income taxation regardless of its source (other than a foreign branch of any
U.S. or Canadian Person), and includes any United States or Canadian branch of
a person who is not otherwise a U.S. or Canadian Person.

Pursuant to the Agreement Between U.S. Underwriters and International
Managers, sales may be made between the U.S. Underwriters and the
International Managers of such number of ADSs as may be mutually agreed upon.
Unless otherwise agreed, the price of any ADSs so sold shall be the public
offering price as then in effect for the ADSs being sold by the U.S.
Underwriters and the International Managers, less the selling concession
allocable to such ADSs. To the extent that there are sales between the U.S.
Underwriters and the

81
<PAGE>

International Managers pursuant to the Agreement Between U.S. Underwriters and
International Managers, the number of ADSs initially available for sale by the
U.S. Underwriters or by the International Managers may be more or less than
the amount appearing on the cover page of this Prospectus.

In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might be in the absence of such purchases. The imposition of a
penalty bid might have an effect on the price of a security to the extent that
it were to discourage resales of the security by purchasers in the Offering.
Neither the Company nor any of the Underwriters makes any representation or
prediction as to the direction or magnitude of any effect that the
transactions described above may have on the price of the ADSs. In addition,
neither the Company nor any of the Underwriters makes any representation that
the Representatives or Lead Managers will engage in such transactions or that
such transactions, once commenced, will not be discontinued without notice.

This Prospectus is not, and under no circumstances is to be construed as, an
advertisement or a public offering of the ADSs in Canada or any province or
territory thereof. Any offer or sale of the ADSs in Canada will be made only
pursuant to an exemption from the prospectus filing requirement and an
exemption from the dealer registration requirement (where such an exemption is
not available, offers or sales shall be made only by a registered dealer) in
the relevant Canadian jurisdiction where such offer or sale is made.

Each International Manager has represented and agreed that (i) it has not
offered or sold and will not offer or sell any Shares or ADSs prior to
admission of the ADSs to listing in accordance with Part IV of the Financial
Services Act 1986 (the "Act"), except to persons whose ordinary business it is
to buy and sell securities or debentures, whether as principal or agent, or in
circumstances that do not constitute an offer to the public within the meaning
of the Public Offers of Securities Regulations 1995, (ii) it has complied and
will comply with all applicable provisions of the Act with respect to anything
done by it in relation to the Shares or the ADSs in, from or otherwise
involving the United Kingdom, and (iii) it has only issued or passed on and
will only issue or pass on to any person in the United Kingdom any document
received by it in connection with the issue of the ADSs, other than any
document which consists of listing particulars, supplementary listing
particulars or any document required or permitted to be published by listing
under Part IV of the Act, if that person is of a kind described in Article
11(3) of the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996, or a person to whom the document may otherwise
lawfully be issued or passed on.

No action has been taken or will be taken in any jurisdiction by the
Company, the Selling Shareholder, the U.S. Underwriters or the International
Managers that would permit a public offering of the ADSs offered pursuant to
the Offering in any jurisdiction where action for the purpose is required,
other than in the United States. Persons into whose possession this Prospectus
comes are required by the Company, the Selling Shareholder, the U.S.
Underwriters and the International Managers to inform themselves about and
observe any restrictions as to the Offering and the distribution of this
Prospectus.

Purchasers of the ADSs offered hereby may be required to pay stamp taxes and
other charges in accordance with the laws and practices of the country of
purchase, in addition to the offering price set forth on the cover hereof.

Prior to the Offering, there has been no market for the Shares or the ADSs.
Consequently, the initial public offering price has been determined by
negotiation among the Selling Shareholder, the Company, the Representatives
and the Lead Managers. Among the factors considered in determining the initial
public offering price were the future prospects of the Company and the
industry in general, sales, earnings and certain other financial and operating
information of the Company in recent periods, and the price-earnings ratios,
price-sales ratios, market prices of securities and certain financial and
operating information of companies engaged in activities similar to those of
the Company and the general condition of the equity securities market. There
can be no assurance that a regular trading market for the ADSs can be
sustained. There also can be no assurance that the prices at which the ADSs
will sell in the public market after the Offering will not be lower than the
price at which the ADSs are sold by the U.S. Underwriters and the
International Managers in the Offering.

82
<PAGE>

The U.S. Underwriters and the International Managers have informed the
Company that they do not intend to confirm sales to accounts over which they
exercise discretionary authority in excess of 5% of the total number of ADSs
offered hereby.

The Company and the Selling Shareholder have agreed to indemnify the U.S.
Underwriters and the International Managers against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
the U.S. Underwriters and the International Managers may be required to make
in respect thereof.

The Company and each Principal Shareholder has agreed with the U.S.
Underwriters and the International Managers, subject to certain exceptions,
that they will not directly or indirectly, offer for sale, sell, pledge, or
otherwise dispose of (or enter into any transaction or device that is designed
to, or could be expected to, result in the disposition by any person at any
time in the future of) any shares (including, without limitation, Shares that
may be deemed beneficially owned in accordance with the rules and regulations
of the Commission and Shares that may be issued upon exercise of any option or
warrant) or any securities convertible into or exercisable or exchangeable for
Shares or enter into any swap or other derivatives transaction that transfers,
in whole or in part, the economic benefit or risk of ownership of the Shares,
whether any of the foregoing transactions is to be settled by delivery of
Shares or other such securities, in cash, or otherwise, for a period of 180
days from the date of this Prospectus without the prior written consent of the
Lehman Brothers Inc. See "Shares Eligible for Future Sale."

Application has been made for quotation of the ADSs on Nasdaq under the
symbol "ANTV," and admission of the ADSs to the Official List of the London
Stock Exchange.

Certain of the U.S. Underwriters and International Managers have provided,
from time to time, and expect to provide in the future, brokerage and
investment banking services to the Company and its affiliates for which they
receive customary fees and compensation.

83
<PAGE>

LEGAL MATTERS

The validity of the Shares represented by the ADSs offered hereby and
certain tax matters will be passed upon for the Company by Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, with respect to matters of
United States law, and by Constantine Xydias & Partners, Athens, Greece, with
respect to matters of Greek law. Certain matters with respect to the issuance
of the Shares represented by the ADSs offered hereby will be passed upon for
the Underwriters by Cahill Gordon & Reindel (a partnership including a
professional corporation), New York, New York, with respect to matters of
United States law, and by Moratis, Petropoulos, Passas, Athens, Greece, with
respect to matters of Greek law.

EXPERTS

The financial statements of the Company as of December 31, 1996, 1997 and
1998 and the years ended December 31, 1996, 1997 and 1998 have been included
in this Prospectus and elsewhere in this Registration Statement in reliance
upon the report of KPMG Peat Marwick Kyriacou, independent accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

84
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Antenna TV S.A.
Independent Auditors' Report............................................. F-2
Statements of Operations for the years ended December 31, 1996, 1997 and
1998.................................................................... F-3
Balance Sheets as of December 31, 1996, 1997 and 1998.................... F-4
Statements of Shareholders' Equity for the years ended December 31, 1996,
1997 and 1998........................................................... F-6
Statements of Cash Flows for the years ended December 31, 1996, 1997 and
1998.................................................................... F-7
Notes to the Financial Statements ....................................... F-8
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Antenna TV S.A.

We have audited the accompanying balance sheets of Antenna TV S.A. as of
December 31, 1996, 1997 and 1998, and the related statements of operations,
changes in shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Antenna TV S.A. as of
December 31, 1996, 1997 and 1998, and the results of its operations and its
cash flows for each of the years in the three-year period ended December 31,
1998, in conformity with generally accepted accounting principles in the
United States.

KPMG Peat Marwick Kyriacou

Athens, Greece
January 20, 1999

F-2
<PAGE>

ANTENNA TV S.A.

STATEMENTS OF OPERATIONS
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae and US dollars, except earnings per share)

<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
Notes 1996 1997 1998
-------- ---------- ---------- -------------------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C> <C>
Advertising revenue..... 2 22,085,816 23,242,456 28,685,478 102,485
Related party revenue... 2,6 3,139,433 2,317,041 2,898,777 10,356
Other revenue........... 140,796 191,826 219,632 785
---------- ---------- ---------- -------
Total net revenue....... 24 25,366,045 25,751,323 31,803,887 113,626
Cost of sales........... 7,561,750 5,393,829 5,141,831 18,370
Selling, general and ad-
ministrative expenses.. 3,116,886 3,716,711 3,762,101 13,441
Amortization of program-
ming costs............. 2,7 11,564,673 12,433,721 12,383,100 44,241
Depreciation............ 2,8,9 467,613 494,559 600,265 2,145
---------- ---------- ---------- -------
Operating income........ 2,655,123 3,712,503 9,916,590 35,429
Interest income......... 169,220 645,342 517,952 1,850
Interest expense........ 11,12,13 (2,218,603) (3,177,818) (3,364,397) (12,020)
Foreign exchange gains
(losses), net.......... 2 276,142 (697,737) (4,027,652) (14,389)
Other income............ 20,852 19,206 21,280 76
---------- ---------- ---------- -------
Income before income
taxes.................. 902,734 501,496 3,063,773 10,946
Provision for income
taxes.................. 2,15 430,691 248,383 2,078,373 7,425
---------- ---------- ---------- -------
Net income.............. 472,043 253,113 985,400 3,521
========== ========== ========== =======
Basic and diluted earn-
ings per share......... 28.1 15.1 58.8 0.21
========== ========== ========== =======
</TABLE>

Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.

The accompanying notes are an integral part of the financial statements.

F-3
<PAGE>

ANTENNA TV S.A.

BALANCE SHEETS
As of December 31, 1996, 1997 and 1998
(In thousands of drachmae and US dollars)

ASSETS

<TABLE>
<CAPTION>
December 31,
--------------------------------------------
Notes 1996 1997 1998 1998
----- ----------- ----------- ----------- --------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash
equivalents............. 4 706,822 11,533,274 11,284,545 40,316
Accounts receivable, less
allowance for doubtful
accounts of GRD 645,854
in 1996, GRD 769,626 in
1997 and GRD 722,124 in
1998.................... 5 9,858,847 10,989,070 15,632,031 55,849
Due from related
parties................. 6 1,484,516 2,527,592 3,151,408 11,259
Programming costs........ 2, 7 10,249,263 10,954,828 11,795,427 42,142
Advances to related
parties................. 6 509,432 863,262 388,344 1,387
Advances to third
parties................. 2 524,369 577,293 548,312 1,959
Prepaid expenses......... 21,717 21,628 42,738 153
Other current assets..... 32,616 10,481 87,059 311
Unamortized premium...... 2 -- -- 1,224,719 4,376
Deferred tax assets...... 2, 15 675,719 128,126 -- --
Income and withholding
tax advances............ 425,174 476,964 550,948 1,968
----------- ----------- ----------- --------
Total current assets....... 24,488,475 38,082,518 44,705,531 159,720
Property and equipment,
net....................... 2, 8 1,858,180 1,600,945 1,521,905 5,437
Broadcast and transmission
equipment under capital
leases, net............... 2, 9 809,694 822,454 686,389 2,452
Deferred charges, net...... -- 2,077,850 1,959,622 7,001
Programming costs, exclud-
ing current portion....... 2, 7 5,581,642 5,910,644 7,087,570 25,322
Other receivable less al-
lowance for doubtful ac-
counts and fair value of
GRD 300,000 in 1996,
360,000 in 1997 and
440,000 in 1998........... 10 635,707 427,498 329,498 1,177
Due from related party..... 6 1,106,436 1,787,276 2,021,798 7,223
Advances to related par-
ties...................... 6 335,067 305,746 120,979 432
Deferred tax assets........ 2, 15 579,087 958,296 345,573 1,235
Other assets............... 110,102 107,853 100,590 360
----------- ----------- ----------- --------
Total assets............... 35,504,390 52,081,080 58,879,455 210,359
=========== =========== =========== ========
</TABLE>

Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.

The accompanying notes are an integral part of the financial statements.

F-4
<PAGE>

ANTENNA TV S.A.

BALANCE SHEETS
As of December 31, 1996, 1997 and 1998
(In thousands of drachmae and US dollars, except share data)

LIABILITIES AND SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
December 31,
-----------------------------------------------
Notes 1996 1997 1998 1998
----- ----------- ----------- ----------- --------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C> <C>
Current liabilities:
Bank overdrafts and
short-term
borrowings........... 11 11,634,300 -- -- --
Current portion of
long-term loans...... 12 1,044,071 -- -- --
Current portion of
obligations under
capital leases....... 13 100,165 71,494 65,695 235
Trade accounts, notes
and checks payable... 6,176,555 4,384,190 3,996,882 14,280
Program license
payable.............. 2,326,350 2,390,076 2,607,320 9,315
Customer advances..... 1,371,790 123,373 251,949 900
Accrued interest...... 240,731 1,229,160 1,246,685 4,454
Accrued expenses and
other current
liabilities.......... 14 1,405,468 2,058,234 8,784,998 31,386
Income taxes payable.. 2, 15 86,285 -- -- --
Deferred tax
liability............ 2, 15 -- -- 1,165,531 4,164
Current portion of
other long-term
liability............ 16 373,462 855,850 854,719 3,054
----------- ----------- ----------- --------
Total current
liabilities........ 24,759,177 11,112,377 18,973,779 67,788
----------- ----------- ----------- --------
Long-term liabilities:
Long-term debt........ 12 1,924,993 32,597,670 32,545,000 116,274
Long-term obligations
under capital
leases............... 13 76,123 120,823 55,128 197
Other long-term
liability............ 16 3,211,776 2,407,776 1,407,774 5,029
Employee retirement
benefits............. 2, 17 275,000 332,000 351,940 1,257
Long-term provisions.. 22 125,831 125,831 175,831 628
----------- ----------- ----------- --------
Total liabilities... 30,372,900 46,696,477 53,509,452 191,173
----------- ----------- ----------- --------
Shareholders' equity:
Share capital
(16,769,440 common
shares authorized and
issued, GRD 100 par
value)............... 18 1,676,944 1,676,944 1,676,944 5,991
Additional paid-in
capital.............. 18 3,752,500 3,752,500 3,752,500 13,407
Accumulated
(deficit)............ (297,954) (44,841) (59,441) (212)
----------- ----------- ----------- --------
Total shareholders'
equity............. 5,131,490 5,384,603 5,370,003 19,186
----------- ----------- ----------- --------
Total liabilities
and shareholders'
equity............. 35,504,390 52,081,080 58,879,455 210,359
=========== =========== =========== ========
</TABLE>

Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.

The accompanying notes are an integral part of the financial statements.

F-5
<PAGE>

ANTENNA TV S.A.

STATEMENTS OF SHAREHOLDERS' EQUITY
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae)

<TABLE>
<CAPTION>
Accumulated (Deficit) Retained Earnings
---------------------------------------
Legal, Tax Accumulated
Additional Free and (Deficit)
Share Paid-in Other Retained Grand
Capital Capital Reserves Earnings Total Total
--------- ---------- ----------------------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31,
1995................... 1,676,944 3,752,500 2,401,489 (3,171,486) (769,997) 4,659,447
Net income for the
year.................. -- -- -- 472,043 472,043 472,043
Transfer of statutory
earnings to legal, tax
free and other
reserves.............. -- -- 143,726 (143,726) -- --
--------- --------- ------------ ------------- ------------- ----------
Balance, December 31,
1996................... 1,676,944 3,752,500 2,545,215 (2,843,169) (297,954) 5,131,490
Net income for the
year.................. -- -- -- 253,113 253,113 253,113
--------- --------- ------------ ------------- ------------- ----------
Balance, December 31,
1997................... 1,676,944 3,752,500 2,545,215 (2,590,056) (44,841) 5,384,603
Net income for the
year.................. -- -- -- 985,400 985,400 985,400
Transfer of statutory
earnings to legal, tax
free and other
reserves.............. -- -- 78,972 (78,972) -- --
Dividends distributed.. -- -- -- (1,000,000) (1,000,000) (1,000,000)
--------- --------- ------------ ------------- ------------- ----------
Balance, December 31,
1998................... 1,676,944 3,752,500 2,624,187 (2,683,628) (59,441) 5,370,003
========= ========= ============ ============= ============= ==========
</TABLE>

The accompanying notes are an integral part of the financial statements.

F-6
<PAGE>

ANTENNA TV S.A.

STATEMENTS OF CASH FLOWS
For the years ended December 31, 1996, 1997 and 1998
(In thousands of drachmae and US dollars)

<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------------
1996 1997 1998 1998
----------- ----------- ----------- -------
(GRD) (GRD) (GRD) ($)
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income.................... 472,043 253,113 985,400 3,521
Adjustments to reconcile net
income to net cash
Deferred income taxes....... 209,618 168,384 1,906,380 6,811
Amortization of debt
issuance costs............. -- 80,955 226,731 810
Amortization of premium on
foreign exchange contract
and loss on option......... -- -- 1,558,597 5,568
Depreciation of property and
equipment and capital
leases and amortization of
programming costs.......... 12,032,286 12,928,280 12,983,365 46,386
Provision for other long-
term liabilities........... 7,500 -- 49,435 177
Provision for employee
retirement benefits........ 30,000 57,000 38,000 136
Change in current assets and
liabilities
(Increase) in accounts and
other receivable......... (24,186) (1,130,222) (4,642,961) (16,588)
(Increase) in due from
related parties.......... (2,520,253) (2,048,427) (198,653) (710)
(Increase) in programming
costs.................... (12,222,888) (13,156,060) (13,078,150) (46,724)
Decrease (increase) in
prepaid licensed
programming cost......... 1,214,267 (312,228) (1,322,475) (4,725)
Increase (decrease) in
trade accounts, notes and
checks payable........... 1,783,660 (1,792,365) (387,308) (1,384)
(Decrease) increase in
licensed program
payable.................. (293,316) 63,726 217,244 776
Increase (decrease) in
customer advances........ 938,411 (1,248,417) 128,576 459
(Decrease) increase in
accrued expenses and
other liabilities........ (154,217) 1,464,197 5,725,096 20,454
Increase (decrease) in
income taxes payable..... 86,285 (86,285) -- --
Other, net................ 297,999 (26,667) (36,863) (132)
----------- ----------- ----------- -------
Total adjustments........ 1,385,166 (5,038,129) 3,167,014 11,314
----------- ----------- ----------- -------
Net cash provided (used)
by operating
activities.............. 1,857,209 (4,785,016) 4,152,414 14,835
----------- ----------- ----------- -------
Cash flows from investing
activities:
Purchase of fixed assets...... (192,716) (242,085) (385,160) (1,376)
Disposal of fixed assets...... 22,477 150,849 -- --
Purchases of assets under
capital leases............... (55,668) (148,825) -- --
----------- ----------- ----------- -------
Net cash (used) by
investing activities.... (225,907) (240,061) (385,160) (1,376)
----------- ----------- ----------- -------
Cash flows from financing
activities:
(Increase) in bank overdrafts
and short-term borrowings,
net.......................... (3,785,666) (11,634,300) -- --
Proceeds from Senior Notes.... -- 33,355,397 -- --
Debt issuance costs of Senior
Notes........................ -- (2,158,805) (108,503) (388)
Dividends paid................ -- -- (1,000,000) (3,573)
Repayment of long-term debt... (586,368) (2,969,065) -- --
Premium on foreign exchange
contract..................... -- -- (2,088,000) (7,460)
Purchase of foreign currency
option....................... -- -- (695,316) (2,484)
Increase in capital lease
obligations.................. 72,105 163,412 -- --
Repayments of capital lease
obligations.................. (163,299) (147,383) (71,494) (255)
----------- ----------- ----------- -------
Net cash (used) provided
by financing
activities.............. (4,463,228) 16,609,256 (3,963,313) (14,160)
----------- ----------- ----------- -------
Effect of exchange rate changes
on cash....................... -- (757,727) (52,670) (188)
(Decrease) increase in cash.... (2,831,926) 10,826,452 (248,729) (889)
Cash and cash equivalents at
beginning of year............. 3,538,748 706,822 11,533,274 41,205
----------- ----------- ----------- -------
Cash and cash equivalents at
end of year................... 706,822 11,533,274 11,284,545 40,316
=========== =========== =========== =======
Supplemental disclosure of cash
flows information:
Cash paid for interest........ 1,850,460 1,462,930 3,083,545 11,017
Cash paid for income taxes.... 34,514 86,285 -- --
</TABLE>

Exchange rate used for the convenience translation of the
December 31, 1998 balances is GRD 279.90 to $1.00.

The accompanying notes are an integral part of the financial statements.

F-7
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

1. OPERATIONS OF THE COMPANY

Antenna TV S.A. (the "Company"), a Greek societe anonyme, was founded by Mr.
Minos Kyriakou, the Chairman and Chief Executive Officer of the Company. The
Company began operations at the end of 1989 after the introduction of private
commercial television in Greece. The Company's major source of revenue arises
from the sale of advertising spots.

As reflected in the accompanying balance sheet as of December 31, 1996,
current liabilities approximate current assets. This was due to the fact that
programming costs and capital expenditures had primarily been financed by
revolving credit lines. During the year ended December 31, 1997, such
borrowings were repaid from the proceeds of the Senior Note offering. (See
Note 12).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Financial Statements

The Company maintains its accounting records and publishes its statutory
financial statements in accordance with Greek tax and corporate regulations
and has made certain adjustments to these records to present the accompanying
financial statements in accordance with U.S. generally accepted accounting
principles. The amounts are in thousands of drachmae and U.S. dollars, except
share data and exchange rates.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Significant estimates and assumptions are used in the amounts reflected as
allowance for doubtful accounts, amortization of programming costs, ultimate
recoverability of other receivables, contingencies, including tax
contingencies, and deferred tax assets. Actual results could differ from those
estimates.

The Company refers receivable balances that exceed their credit terms to a
lawyer for collection. Management, in conjunction with input from their
lawyer, provides an allowance for the estimated amount of all doubtful
accounts at the balance sheet date in accordance with SFAS 5. Periodically,
the Company writes-off balances that are deemed to be uncollectible.

The other receivable described in Note 10 is an amount due from a political
party which has experienced financial difficulties. Therefore, it is possible
that the allowance for doubtful accounts may change. Management cannot
estimate the amount of such a change at this time.

Foreign Currency Translation

The Company's functional currency is the drachma. Transactions involving
other currencies are converted into drachmae using the exchange rates which
are in effect at the time of the transactions. Monetary assets and liabilities
which are denominated in other currencies are stated at the Greek drachma
equivalent prevailing at year-end. Gains and losses resulting from foreign
currency remeasurements are reflected in the accompanying statements of
operations.

Foreign Exchange Contracts

Antenna enters into foreign exchange contracts to manage its exposures to
foreign currency exchange and interest rate risks. Financial instruments are
recorded in the balance sheets at their fair values unless they meet, for
accounting purposes, the following hedging criteria.

F-8
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

A foreign exchange contract is considered a hedge of an identifiable foreign
currency commitment if (i) the contract is designated as, and is effective as,
a hedge of foreign currency commitment and (ii) the foreign currency
commitment is firm. Gains and losses on foreign exchange contracts meeting
these hedge accounting criteria are deferred and included in the measurement
of the related foreign currency transaction. Losses are not deferred if,
however, it is estimated that the deferral would lead to recognition of losses
in later periods.

Antenna has entered into an $87,000 forward contract with the Royal Bank of
Scotland, to hedge its currency exposure on a portion of the principal and
interest payable of its U.S. dollar denominated debt. The term of the contract
covers the period from May 15, 1998 to May 15, 1999. The forward rate is 334
drachmae to the dollar and the spot rate on the contract's effective date was
310 drachmae to the dollar. The premium (representing the difference between
the spot rate on the contract's effective date and the forward rate),
aggregating GRD 2,088 million, is being amortized over the term of the
contract. Of this amount, GRD 1,305 million was recognized for the year ended
December 31, 1998, with the balance to be recognized over the life of the
contract. In addition, foreign exchange gains or losses on the Company's non-
drachma denominated indebtedness (currently, the Senior Notes) will be
partially offset by corresponding losses or gains on the forward contract's
notional amount. The fair value of the foreign exchange contract (the amount
payable to settle) as of December 31, 1998 was GRD 533,310.

Options

Antenna has entered into an option agreement with the Royal Bank of Scotland
to sell $103,902 at a rate of 280 drachmae to the dollar. The option has a
maturity date that coincides with the maturity of the foreign exchange
contract described above. The option has been recorded in the balance sheet at
its market value and will be marked to market each accounting period with the
resulting gain or loss being reflected in the statement of operations.

Revenue

The Company's primary source of revenue is the sale of advertising time.
Advertising revenue is recognized in the period that the spots are aired.

Revenue from licensing and distribution agreements is recognized when all of
the following conditions are met: the license period begins, the license fee
for each program is known, the cost of each program is known, each program
becomes available for broadcast and has been accepted by the licensee, and
collectibility of the full license fee is reasonably assured.

Revenue earned under distribution and licensing agreements with payment
terms in excess of one year is discounted to its present value.

Revenue from commissions and royalties earned on third (including related)
parties' annual revenue or advertising revenue is recognized when such parties
air the program or advertising.

Revenue from barter transactions whereby goods, services or assets are
exchanged for television advertising time is recognized when the advertising
spots have been aired.

Deferred Charges

The expenses incurred in connection with the issuance and distribution of
the Senior Notes issued on August 12, 1997 (see Note 12) were capitalized and
are amortized on a straight line basis over the term of the Senior Notes.
Amortization for the years ended December 31, 1997 and 1998 totaled GRD 80,955
and GRD 226,731, respectively, and is included in interest expense in the
accompanying statements of operations.

F-9
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Programming Costs

Programming costs include produced programming and programming produced
under contract with third-party production companies, licensed program rights
and rights to sporting events. Programming costs are stated at the lower of
cost less accumulated amortization or estimated net realizable value in
accordance with SFAS 53.

Produced programming includes talk shows, dramas, situation comedies, soap
operas, sporting events and game shows. The related produced programming costs
consist of direct production costs and production overhead.

Licensed program rights represent amounts paid or payable to program
suppliers for the right to broadcast the supplier's programs. Such rights are
limited to a contract period or a specific number of showings. The portion of
licensed program rights available for use at year-end that are expected to be
amortized within one year are classified as current assets.

Rights of sporting events represent amounts paid or payable to suppliers for
the right to broadcast sporting events. Rights for sporting events expected to
be amortized within one year are classified as current assets.

Prepaid licensed program and sports rights represent licensed program and
sports rights for which payments have been made prior to their availability.
As these programs become available for use they are reclassified to licensed
program rights or rights for sporting events.

Distribution expenses are charged to expense when incurred.

The amortization of programming costs, excluding licensed program rights,
are charged to operations using the ratio of current period's gross revenue to
estimated gross revenue to be derived from all sources. The amortization rates
used for periods after actual gross revenue have been received are based on
estimates and are reviewed periodically and revised when necessary to reflect
historical patterns.

Unamortized production and exploitation costs are compared with net
realizable value each reporting period on a film-by-film basis. If estimated
future gross revenues from a film are not sufficient to recover unamortized
film costs, other direct distribution expenses and participations, the
unamortized film costs are written down to net realizable value.

Licensed program rights are amortized to expense based on broadcasts.

Cash and Cash Equivalents

The Company considers cash or cash equivalents to be highly liquid
investments such as cash, time deposits and certificates with original
maturities of three months or less.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation.
Major renewals and improvements that extend the useful life of an asset are
capitalized. Maintenance and repairs which do not improve or extend the lives
of the respective assets are expensed when incurred.

Depreciation of property and equipment are calculated on the straight-line
basis over the estimated useful lives of the assets (see Note 8).

F-10
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Broadcasting and Transmission Equipment under Capital Leases

Broadcasting equipment under capital leases is stated at the present value
of the future minimum lease payment at the inception of the lease, less
accumulated depreciation.

Equipment under capital leases is depreciated over its estimated useful life
(see Note 9).

Advances to Third Parties

The Company makes payments to artists, producers and script writers for
services in connection with future programs. Such payments are included in
production costs when services have been rendered.

Employee Retirement Benefits

As more fully discussed in Note 17, employee retirement benefits are
provided for on an accrual basis.

Income Taxes

Income taxes have been accounted for using the asset and liability method in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109.
Deferred tax assets and liabilities are recorded for the expected future tax
consequences of temporary differences between the carrying amounts and tax
basis of assets and liabilities. Deferred taxes are measured using currently
applicable tax rates.

Barter Transactions

Barter transactions represent non-cash transactions in which the Company
sells advertising time to a third party in return for goods, services or
assets (including rights to sporting events). These transactions are accounted
for on the basis of the fair market value of the goods, services or assets.
During the years ended December 31, 1996, 1997 and 1998, net revenue derived
from barter transactions amounted to GRD 1,928,503, GRD 366,472 and GRD
381,183, respectively.

Concentration of Credit Risk

The Company's major source of revenue is derived in Greece (see Note 23).

Concentration of credit risks with respect to current trade accounts are
managed as the Company obtains letters of guarantee from banks, checks and
notes receivable to support receivable balances. At December 31, 1996, 1997
and 1998, the Company had obtained letters of guarantee, checks and notes
receivable in respect of approximately 68%, 54% and 7.2% of receivables,
respectively.

The Company earned 12.4% (GRD 3,139,433), 9% (GRD 2,317,041) and 9.1% (GRD
2,898,777), of net revenues from related companies for the years ended
December 31, 1996, 1997 and 1998, respectively. Accounts receivable relating
to this revenue as of December 31, 1996, 1997 and 1998 represented 13.1%,
17.7% and 16.7% of accounts receivable, respectively. Related party revenue
denominated in foreign currency amounted to GRD 2,789,934, GRD 1,611,705 and
GRD 1,983,738 for the years ended December 31, 1996, 1997 and 1998,
respectively. The related receivables are subject to foreign currency risk.

Advances to related parties represents 62%, 67% and 48% of total advances at
December 31, 1996, 1997 and 1998.

No one supplier accounts for more than 10% of purchases.

The Company's significant source of revenue is generated from selling
advertising spots to local advertisers. In the years ended December 31, 1996,
1997 and 1998, no one advertiser accounted for 10% or more of total net

F-11
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

revenue. Prior to 1996, it was common practice in the Greek market for certain
advertising agencies to act in concert (so called "media shops") for the
purpose of negotiating more favorable terms. In 1996, this practice of acting
in concert was restricted by law and consequently, the "media shops" no longer
constitute a concentration of credit risk.

Impairment of Long-Lived Assets

In March 1995, the U.S. Financial Accounting Standards Board ("FASB") issued
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of" which requires that long-lived assets and
certain identifiable intangibles held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the asset may not be recoverable. The Company adopted this
standard in 1996. Adoption of this standard did not have a material impact on
its result of operations or financial position.

Financial Instruments

The estimated fair values of cash, short-term accounts receivable, advances
and payables approximate their carrying value because of the short-term
maturity of these instruments.

The carrying value of receivables with maturities greater than one year have
been discounted using a rate of 9%, which approximates the fair value.

The Company's Senior Notes include a fixed interest rate of 9%; the fair
value at December 31, 1998 has been calculated based upon bank-quoted market
rates. The market rate at December 31, 1998 was $97,750, as compared to the
carrying value at December 31, 1998 of $115,000.

Earnings Per Share

The earnings per common share is computed by dividing net income applicable
to common stock by the weighted average number of issued shares of common
stock for the years ended December 31, 1996, 1997 and 1998. Basic earnings per
share and diluted earnings per share are equal as the Company does not have
any dilutive securities outstanding.

Recent and New Accounting Pronouncements

Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities

In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No.
125 is effective for transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996 and is to be
applied prospectively. This statement provides accounting and reporting
standards for transfers and servicing of financial assets and extinguishments
of liabilities based on consistent application of a financial components
approach that focuses on control. It distinguishes transfers of financial
assets that are sales from transfers that are secured borrowings. The Company
has adopted the provisions of SFAS No. 125 in 1997. Adoption of this statement
did not have a material effect on the Company's financial position or results
of operations.

Capital Structure

In February 1997, the FASB issued SFAS No. 128, "Earnings per Share" and
SFAS No. 129, "Disclosure of Information about Capital Structure."

SFAS No. 129 "Disclosure of Information about Capital Structure" was issued
in February 1997 and is effective for financial statements for periods ending
after December 15, 1997. It contains no changes in disclosure

F-12
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

requirements for entities that were previously subject to the requirements of
APB Opinions No. 10 "Omnibus Opinion-1966" and No. 15 "Earnings Per Share" and
SFAS No. 47 "Disclosure of Long-Term Obligations."

The Company has adopted the disclosure requirements at December 31, 1997.

Comprehensive Income

SFAS No. 130 "Reporting Comprehensive Income" was issued in June 1997 and is
effective for fiscal years beginning after December 15, 1997. Reclassification
of financial statements for earlier periods provided for comparative purposes
is required.

It requires that all items that are required to be recognized under
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. It requires that an enterprise (a) classify items of
other comprehensive income by their nature in a financial statement and (b)
display the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section of a
statement of financial position.

The Company has no comprehensive income.

Segment Information

SFAS No. 131 "Disclosures about Segments of an Enterprise and Related
Information" was issued in June 1997 and is effective for fiscal years
beginning after December 15, 1997. In the initial year of application
comparative information for earlier years is to be restated.

It requires that companies disclose segment data based on how management
makes decisions about allocating resources to segments and measuring their
performance. It also requires entity-wide disclosures about the products and
services an entity provides, the material countries in which it holds assets
and reports revenues, and its major customers.

The Company has reviewed the likely impact on the level of disclosure
currently provided in its financial statements and has concluded that it has
only one reportable segment and will, therefore, require no additional
disclosure.

Derivative Instruments

Accounting for Computer Software

During January 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1, "Accounting for the costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP
98-1 becomes effective for all fiscal years beginning after December 15, 1998.
The Company does not expect the adoption of SOP 98-1 to have a material impact
on Company's financial statements.

F-13
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd)

Reporting on the Costs of Start-Up Activities

3.TRANSLATIONS OF DRACHMAE INTO US DOLLARS

The financial statements are stated in drachmae. The translations of
drachmae into U.S. Dollars are included solely for the convenience of the
reader, using the noon buying rate in New York on December 31, 1998, which was
279.90 to $1.00. The convenience translations are unaudited and should not be
construed as representations that the drachma amounts have been, could have
been, or could in the future be, converted into U.S. Dollars at this or any
other rate of exchange.

4.CASH AND CASH EQUIVALENTS

Cash and cash equivalents included GRD 432,220 at December 31, 1996, which
represents restricted bank balances, which were used as security for bank
overdrafts and short term borrowings. No such balance existed at December 31,
1997 and 1998 because bank overdrafts and short term borrowings have been
repaid. As of December 31, 1998, time deposits of GRD 5,867,462 are included
in cash and cash equivalents.

5.ACCOUNTS RECEIVABLE

Accounts receivable are analyzed as follows:

<TABLE>
<CAPTION>
December 31,
------------------------------------
1996 1997 1998
---------- ----------- -----------
<S> <C> <C> <C>
Trade................................ 9,918,967 11,278,409 16,137,390
Less: allowance for doubtful
accounts............................ (645,854) (769,626) (722,124)
---------- ----------- -----------
9,273,113 10,508,783 15,415,266
---------- ----------- -----------
Other:
Subsidies.......................... 20,479 -- --
Value added tax.................... 446,931 230,411 --
Employee advances.................. 118,324 249,876 216,765
---------- ----------- -----------
585,734 480,287 216,765
---------- ----------- -----------
9,858,847 10,989,070 15,632,031
========== =========== ===========
Allowance for doubtful accounts:
Beginning balance.................. 645,000 645,854 769,626
Write offs......................... (31,479) -- --
Recoveries......................... -- -- (51,955)
Provision for bad debts............ 32,333 123,772 4,453
---------- ----------- -----------
Ending balance..................... 645,854 769,626 722,124
========== =========== ===========
</TABLE>

F-14
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

6. DUE FROM (TO) RELATED PARTIES

The Company sells advertising spots, licensing and distribution rights to
certain related parties in the ordinary course of business. Furthermore, the
Company also derives revenue from related parties by charging fees for the use
of the Company's production facilities and technical and administrative
services for the production of infomercials. Such related parties consist of
companies which have common ownership and/or management with the Company. The
Company believes that, in each case, the terms of such transactions are no
less favorable than those that would be attainable by the Company in the
ordinary course from unaffiliated third parties under similar circumstances.

Balances from related companies are as follows:

<TABLE>
<CAPTION>
December 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Accounts Receivable
Current:
Antenna Satellite TV (USA) Inc. ....... 1,108,699 1,480,000 1,633,511
Audiotex S.A. ......................... 34,718 111,217 75,458
Epikinonia EPE ........................ 62,376 72,586 48,203
Antenna TV Ltd. (Cyprus)............... 278,723 564,130 686,901
Pacific Broadcast Distribution Ltd..... -- 259,220 666,896
Catalogue Auctions Hellas S.A. ........ -- 40,439 40,439
--------- --------- ---------
1,484,516 2,527,592 3,151,408
========= ========= =========
Long-term:
Antenna Satellite TV (USA) Inc. ....... 1,354,535 2,123,634 2,438,156
Less: allowance for fair value......... (248,099) (336,358) (416,358)
--------- --------- ---------
1,106,436 1,787,276 2,021,798
========= ========= =========
Advances
Current:
Antenna R.T. Enterprises S.A. ......... 509,432 863,262 246,634
Catalogue Auctions Hellas S.A. ........ -- -- 141,710
--------- --------- ---------
509,432 863,262 388,344
========= ========= =========
Long-term:
Antenna TV Ltd. (Cyprus)............... 335,067 305,746 120,979
========= ========= =========
</TABLE>

The Company has entered into two agreements (licensing and distribution)
with Antenna Satellite TV (USA) Inc., a company in which the Chairman and
Chief Executive Officer of the Company is a director. The programming
agreement provides that a daily license fee of $8.20 for the year ended
December 31, 1996 and for the six months ended June 30, 1997 and $9.02 for the
six months ended December 31, 1997 and $9.02 for the year ended December 31,
1998 for a 10 hour television program will be paid to the Company. The
distribution agreement provides that a license fee (flat fee) of $5,500 is
payable to the Company. This license fee is payable in eight quarterly
installments commencing on March 31, 1998. In 1996, the Company recognized GRD
1,108,699 and GRD 1,354,535 of license and distribution fees, respectively. In
1997 and 1998, the Company recognized GRD 899,546 and GRD 927,514 of license
fees, respectively. Both these accounts receivable have been guaranteed
personally by Mr. Minos Kyriakou.

F-15
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

6. DUE FROM (TO) RELATED PARTIES (Cont'd)

The Company has entered into an agreement with Audiotex S.A., a company of
which 51% is currently indirectly owned by Mr. Minos Kyriakou and which has a
common director with the Company (Mr. George Xanthopoulos), to provide dead
time pursuant to which the Company receives a commission of 7.8% on Audiotex's
revenue for the period July 1, 1995 through November 30, 1995, December 1,
1995 to June 30, 1998 a commission of 15%, July 1, 1998 to August 31, 1998 a
commission of 30%, September 1, 1998 to December 31, 1998 a commission of 40%
and from January 1, 1999 to January 1, 2005 a commission of 50%. The Company
has also entered into an agreement to provide management consulting and
production services to Audiotex related to sales and promotions in media other
than Antenna in return for a royalty of 7.8% of the gross annual revenue
arising from such activities payable from July 1, 1995 through January 1,
2005. The Company also subleases its office and studio space to Audiotex for a
monthly rental fee of GRD 695 for the period January 1, 1997 to December 31,
1998, and leases studio equipment and other machinery to Audiotex for a fee of
GRD 270 per hour for the same period.

The Company provides production facilities and technical and administrative
services to Epikinonia EPE, a company where one of the shareholders (Mr.
Sotirios Papadopoulos) of the Company was a shareholder and director through
August 1998, for a fee of up to 75% of Epikinonia's revenue commencing January
11, 1996.

The Company has provided advances to Antenna R.T. Enterprises S.A. (also
known as Antenna Radio or Antenna FM), a company where various directors of
the Company are shareholders and directors. Interest is charged at a variable
rate. During 1998, the majority of the loan was repaid.

The Company has entered into an agreement with Antenna R.T. Services Ltd.
(now known as Antenna TV Ltd. (Cyprus)), a company to which the General
Manager of the Company is a General Manager, pursuant to which the Company
earned royalties of 9% up to August 31, 1994 and commencing September 1, 1994
11% for the next three years and 12% thereafter on the advertising revenues of
Antenna TV Ltd. (Cyprus). In addition, the Company has given advances to this
company for future programming.

The Company, in July 1997, entered into a program agreement with Pacific
Broadcast Distribution Ltd., a company in which the President of the Company
is a shareholder and member of the Board of Directors. The programming
agreement provides that a daily license fee of $5.00 for a 9 hour television
program will be paid to the Company. The license fee is subject to negotiated
increases after July 15, 1999 of at least 10%.

During 1997, the Company acquired a 50% share in a newly formed company
called Catalogue Auctions Hellas S.A. ("Catalogue Auctions"). The main
operations of this company are to sell to the public via the participation of
the public in the auctioning of various products. Catalogue Auctions uses the
Antenna TV logo and Antenna air time in connection with its auctions. In
return, the Company receives a royalty of 12% of Catalogue Auctions' gross
revenues if they do not exceed GRD 1,000,000. The percentage increases to 15%
of gross revenues if they do exceed GRD 1,000,000. In no event will the
Company receive less than GRD 10,000 per month. During 1998, the Company
advanced GRD 141,710 to this company.

F-16
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

6. DUE FROM (TO) RELATED PARTIES (Cont'd)

A summary of transactions with related companies for 1996, 1997 and 1998 are
analyzed as follows:

<TABLE>
<CAPTION>
Purchases
from related parties Revenue from related parties
---------------------- --------------------------------
Year Ended December
31, Year Ended December 31,
---------------------- --------------------------------
1996 1997 1998 1996 1997 1998
------ ----- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Epikinonia EPE
(Production facilities
and technical and
administrative
services).............. -- -- 82,151 296,626 378,000
Antenna Satellite TV
(USA) Inc. (License
fees).................. -- -- 1,108,699 899,546 927,514
Antenna Satellite TV
(USA) Inc.
(Distribution fees).... -- -- 1,354,535 -- --
Pacific Broadcast
Distribution Ltd. ..... -- -- -- 259,221 514,144
Antenna TV Ltd.
(Cyprus)(Royalties).... -- -- 326,700 452,938 542,080
Audiotex S.A.
(Commission and
other)................. -- -- 263,743 290,440 362,494
Catalogue Auctions
Hellas S.A............. -- -- -- 34,270 --
Antenna R.T. Enterprises
S.A. (Other)........... 2,788 -- 3,605 84,000 174,545
------ ----- --------- ---------- ---------- ----------
2,788 -- 3,139,433 2,317,041 2,898,777
====== ===== ========= ========== ========== ==========
</TABLE>

7.PROGRAMMING COSTS

The following table sets forth the components of the programming costs, net
of amortization:

<TABLE>
<CAPTION>
December 31,
----------------------------------------
1996 1997 1998
------------ ------------ ------------
<S> <C> <C> <C>
Produced programming.............. 10,427,099 10,420,339 11,448,729
Purchased sports rights........... 2,837,881 3,566,980 3,233,640
Licensed program rights........... 1,118,704 1,335,799 1,875,691
Prepaid license program rights.... 812,299 1,031,397 1,546,851
Prepaid produced programs......... 457,262 445,957 778,086
Prepaid sports rights............. 177,660 65,000 --
------------ ------------ ------------
15,830,905 16,865,472 18,882,997
Less: current portion............. (10,249,263) (10,954,828) (11,795,427)
------------ ------------ ------------
5,581,642 5,910,644 7,087,570
============ ============ ============
</TABLE>

On the basis of the Company's amortization rates 100% of produced
programming, licensed program rights and purchased sports rights at December
31, 1998 will be amortized within a three-year period of time, whereas, 95% of
prepaid amounts will be amortized within three years.

F-17
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

8. PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Cost
Land........................................ 300 300 300
Leasehold improvements...................... 492,437 557,583 560,050
Machinery and equipment..................... 1,032,151 1,221,199 1,390,613
Broadcasting and transmission equipment..... 1,139,002 878,472 934,773
Furniture and fixtures...................... 834,650 943,393 1,068,353
Motor vehicles.............................. 211,703 208,979 237,937
--------- --------- ---------
3,710,243 3,809,926 4,192,026
========= ========= =========
Net book value
Land........................................ 300 300 300
Leasehold improvements...................... 202,093 232,509 196,702
Machinery and equipment..................... 608,939 553,501 549,884
Broadcasting and transmission equipment..... 629,898 415,257 378,382
Furniture and fixtures...................... 329,218 341,960 331,077
Motor vehicles.............................. 87,732 57,418 65,560
--------- --------- ---------
1,858,180 1,600,945 1,521,905
========= ========= =========
</TABLE>

Depreciation is computed based on the straight-line method using rates which
are substantially equivalent to average economic useful life rates. The
depreciation expense for the years ended December 31, 1996, 1997 and 1998, was
GRD 383,002, GRD 358,493 and GRD 464,200, respectively. The useful lives of
property and equipment are as follows:

<TABLE>
<CAPTION>
Classification Useful lives
-------------- ------------
<S> <C>
Leasehold improvements........................................ 10 years
Machinery and equipment....................................... 5 to 7 years
Broadcasting and transmission equipment....................... 10 years
Furniture and fixtures........................................ 3 to 5 years
Motor vehicles................................................ 5 to 7 years
</TABLE>

9.BROADCASTING AND TRANSMISSION EQUIPMENT UNDER CAPITAL LEASES

<TABLE>
<CAPTION>
December 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Cost........................................ 1,210,656 1,359,482 1,359,482
Less: accumulated depreciation.............. (400,962) (537,028) (673,093)
--------- --------- ---------
809,694 822,454 686,389
========= ========= =========
</TABLE>

Depreciation is computed based on the straight-line method using rates which
are substantially equivalent to average economic useful lives for broadcasting
and transmission equipment (10%). The depreciation expense for the years ended
December 31, 1996, 1997 and 1998 was GRD 84,611, GRD 136,066 and GRD 136,065.

F-18
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

10.OTHER RECEIVABLE

Other long-term receivable includes a balance receivable from a political
party (New Democracy) amounting to GRD 874,997, GRD 787,498 and GRD 769,498 as
of December 31, 1996, 1997 and 1998, respectively. An allowance for doubtful
debts and fair value of GRD 300,000 as of December 31, 1996, GRD 360,000 as of
December 31, 1997 and GRD 440,000 as of December 31, 1998 has been recorded.

The receivable arose from advertising relating to New Democracy's political
campaign for the October 1993 and June 1994 elections in Greece. Management
believes that the net amount receivable is fully recoverable.

11. BANK OVERDRAFTS AND SHORT-TERM BORROWINGS

Short-term borrowings are primarily draw-downs under various lines of credit
maintained by the Company with several banks. The aggregate amount of
available lines of credit were GRD 13,840,000, $6,541 and ECU 5,757 at
December 31, 1996, GRD 5,300,000 at December 31, 1997 and GRD 6,100,000 at
December 31, 1998.

Bank overdrafts and short-term borrowings are secured by the personal
guarantee of the Company's Chairman and Chief Executive Officer and
assignments of advertisers' post-dated checks, notes receivable from
advertisers and letters of guarantee of obligations of advertisers. In the
years ended December 31, 1997 and 1998, no such security exists because the
bank overdrafts and short term borrowings have been repaid. In addition, the
Indenture with respect to the issue of Senior Notes restricts such
transactions.

Such borrowings, based on their currency denominations, were as follows:

<TABLE>
<CAPTION>
At December 31,
---------------------------------------------------------
1996 1997 1998
--------------------- ----------------- -----------------
In Foreign In Foreign In Foreign
GRD Currency GRD Currency GRD Currency
---------- ---------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C> <C>
Denominated in:
Drachmae........ 4,655,893 -- -- -- -- --
US$............. 182,413 736 -- -- -- --
Japanese Yen.... 4,107,593 1,927,841 -- -- -- --
ECU............. 2,688,401 8,736 -- -- -- --
CHF............. -- -- -- -- -- --
DEM............. -- -- -- -- -- --
---------- --------- ------ ------ ------ ------
11,634,300 -- -- -- -- --
========== ========= ====== ====== ====== ======
</TABLE>

The weighted average interest rates on short-term borrowings in each of the
years ended December 31, 1996, 1997 and 1998 were as follows:

<TABLE>
<CAPTION>
At December 31,
---------------------
1996 1997 1998
------ ------ -----
<S> <C> <C> <C>
Currency:
Drachmae............................................. 23.5% 16.0% --
US$.................................................. 8.0% 8.1% --
Japanese Yen......................................... 3.5% 3.2% --
ECU.................................................. 7.8% 6.5% --
CHF.................................................. -- 3.5% --
DEM.................................................. -- 5.5% --
</TABLE>

Interest on short-term borrowings for 1996 and 1997, totaled GRD 1,454,473
and GRD 1,294,246, respectively. There was no interest in 1998.

F-19
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

12. LONG-TERM DEBT

Long-term debt consists of:

<TABLE>
<CAPTION>
At December 31,
---------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Loan obtained in January 1995 of GRD
2,000,000, converted in May 1995 to ECU
6,746, due in semi-annual installments of
ECU 1,000 on January 31 and July 31 of
each year through to January 31, 1998 and
one lump sum payment of ECU 746 due on
January 31, 1999, bearing interest at
variable rates (6.9% at December 31,
1996).................................... 1,460,704 -- --
Loan obtained in March 1995 of GRD
1,500,000, converted in 1996 to be GRD
1,000,000 and ECU 1,652. During 1997 loan
converted to GRD 785,714 and CHF 2,790.
Due in semi-annual installments of GRD
214,286 on May 12 and November 12 of each
year through to May 12, 2000, bearing
interest at variable rates (15.6% for GRD
700,000, 15.85% for GRD 300,000 and 7.85%
for ECU 1,652 at December 31, 1996)...... 1,508,360 -- --
Senior Notes due 2007 (the "Senior Notes")
issued on August 12, 1997. Interest on
the Senior Notes is paid semi-annually in
February and August, commencing
February 1, 1998, at a rate of 9% per
annum.The Senior Notes are redeemable, in
whole or in part, at the option of the
Company at any time on or after August 1,
2002..................................... -- 32,597,670 32,545,000
---------- ---------- ----------
2,969,064 32,597,670 32,545,000
Less: Current portion..................... (1,044,071) -- --
---------- ---------- ----------
1,924,993 32,597,670 32,545,000
========== ========== ==========
</TABLE>

The loan obtained in January 1995 was secured by the assignment of
advertisers' post-dated checks, notes receivable of advertisers and letters of
guarantee of advertisers' obligations. Such security had a weighted average
collateral value of 25% of the loan balance in 1996.

The loan obtained in March 1995 contained a prepayment penalty of 0.75%
(ultimately 0.6% was paid) of the then outstanding balance. In addition, the
Company's property and equipment could not be sold until the loan was repaid.

The loans mentioned above were also secured by the personal guarantees of
the Company's Chairman and Chief Executive Officer.

In August 1997, the Company completed the issuance of debt securities (the
"Senior Notes") in the United States. The net proceeds of the offering were
used to repay short-term and long-term borrowings.

The Senior Notes issued at an aggregate face amount of US$ 115,000 with
maturity date on August 1, 2007, bear interest at a rate of 9% per annum,
payable semi-annually on February 1 and August 1 each year, commencing on
February 1, 1998.

F-20
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

12. LONG-TERM DEBT (Cont'd)

Interest expense for the period from August 12, 1997 to December 31, 1997
totaled GRD 1,124,620 and for the year ended December 31, 1998 totaled GRD
3,045,398 and is included in interest expense in the accompanying 1997 and
1998 statements of operations.

The indebtedness evidenced by the Senior Notes constitutes general unsecured
senior obligation of Antenna TV S.A. and rank pari passu in right of payment
with all other senior indebtedness and rank senior in right of payment to all
subordinated indebtedness of Antenna TV S.A.

The Senior Notes Indenture contains certain covenants and restrictions that,
among other things, limit the type and amount of additional indebtedness that
may be incurred by the Company and imposes certain limitations on investments,
loans and advances, sales or transfers of assets, liens, dividends and other
payments, the ability of the Company to enter into sale-leaseback
transactions, certain transactions with affiliates and certain mergers. The
Company is in compliance with the terms of the Indenture at December 31, 1997
and 1998.

Bank loan interest expense for the years ended December 31, 1996 and 1997
totaled GRD 562,975 and GRD 236,345. There was no bank loan interest expense
for the year ended December 31, 1998.

13.CAPITAL LEASE OBLIGATIONS

The Company leases mainly broadcasting and transmission equipment under
capital leases which bear interest at average interest rates of 14.5%.
Interest expense from capital leases was GRD 73,743, GRD 34,765 and GRD 10,481
in the years ended December 31, 1996, 1997 and 1998, respectively. Future
obligations from the above leases are as follows:

<TABLE>
<CAPTION>
Principal Interest Total
--------- -------- -------
<S> <C> <C> <C>
1999............................................. 59,402 6,293 65,695
2000............................................. 48,902 2,556 51,458
2001............................................. 3,570 100 3,670
------- ------ -------
111,874 8,949 120,823
Less: current portion........................ (59,402) (6,293) (65,695)
------- ------ -------
52,472 2,656 55,128
======= ====== =======
</TABLE>

F-21
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

14.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The amount reflected in the accompanying balance sheets is analyzed as
follows:

<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Value added tax................................ -- -- 1,092,814
--------- --------- ---------
Taxes withheld:
Payroll...................................... 65,122 75,435 54,397
Third parties................................ 31,830 34,478 39,503
Other........................................ 2,380 25,467 9,037
--------- --------- ---------
99,332 135,380 102,937
--------- --------- ---------
Broadcast license fee.......................... 117,000 576,215 1,195,215
Deferred revenue............................... 114,624 107,624 100,624
Other payables................................. 12,833 22,141 73,452
Social security funds payable.................. 173,740 187,426 185,117
Radio and television council fine.............. -- 95,000 4,975
Foreign exchange contract...................... -- -- 4,605,000
Programming.................................... -- -- 320,196
Other accruals................................. 887,939 934,448 1,104,668
--------- --------- ---------
1,405,468 2,058,234 8,784,998
========= ========= =========
</TABLE>

15.INCOME TAXES

The provision for income taxes reflected in the accompanying statements of
operations is analyzed as follows:

<TABLE>
<CAPTION>
December 31,
----------------------------
1996 1997 1998
-------- -------- ----------
<S> <C> <C> <C>
Current......................................... 221,073 79,999 171,993
Deferred income taxes........................... 209,618 168,384 1,906,380
-------- -------- ----------
Provision for income taxes...................... 430,691 248,383 2,078,373
======== ======== ==========
</TABLE>

The reconciliation of the provision for income taxes to the amount
determined by the application of the Greek statutory tax rate of 35% in 1996
and 1997, and 40% in 1998 to pre-tax income is summarized as follows:

<TABLE>
<CAPTION>
December 31,
------------------------------
1996 1997 1998
-------- -------- ----------
<S> <C> <C> <C>
Tax provision at the statutory rate.......... 315,958 175,524 1,225,509
Effect of change in tax rate................. -- -- (96,507)
Interest income.............................. (47,193) (93,924) (124,560)
Disallowed prior period expenses............. 64,000 80,000 141,097
Non-deductible general expenses.............. 97,926 86,783 182,834
Change in valuation allowance................ -- -- 750,000
-------- -------- ----------
Provision for income taxes................... 430,691 248,383 2,078,373
======== ======== ==========
</TABLE>

F-22
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

15.INCOME TAXES (Cont'd)

Interest income is taxed at a lower rate (15%) than operating income.
Disallowed prior period expenses relate to invoices for goods or services that
were not received prior to the preparation of the tax returns and that relate
to prior year expenses (i.e., invoices received in February that relate to
services rendered in December of prior year). Non-deductible general expenses
relate primarily to certain car and meals and entertainment expenses.

In Greece the amounts reported to the tax authorities are provisional until
such time as the books and records of an entity are inspected by the tax
authorities. Greek tax laws and related regulations are subject to
interpretations by the tax authorities. The Company has been audited by the
tax authorities up to 1992. Management of the Company believes that the
amounts accrued will be sufficient to meet its tax obligations.

The ultimate outcome of additional tax assessments may vary from the amounts
accrued, however management of the Company believes that any additional tax
liability over and above the amount accrued would not have a material adverse
impact on the Company's results of operations or financial position.

The deferred income taxes relate to the temporary differences between the
book values and the tax bases of assets and liabilities. Significant
components of the Company's deferred tax liabilities and assets in 1996, 1997
and 1998 are summarized below:

<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Deferred tax liabilities
Premiums unamortized....................... -- -- 176,688
Programming costs.......................... -- -- 1,864,894
Reserves (Note 19)......................... 430,348 430,348 430,348
Reserves taxed in a special way............ 175,663 182,229 233,826
Deferred charges........................... -- 122,782 231,015
Leased assets.............................. 283,393 287,859 274,335
Deferred interest on finance leases........ 15,926 8,863 5,936
Customer advances.......................... 106,750 435,168 502,700
Accrued expenses and other liabilities..... 10,150 10,150 52,860
--------- --------- ---------
Gross deferred tax liabilities............... 1,022,230 1,477,399 3,772,602
--------- --------- ---------
Deferred tax assets
Property and equipment..................... 18,523 23,576 32,718
Programming costs.......................... 570,533 479,333 --
Long-term lease liability.................. 26,643 42,288 22,051
Short-term lease liability................. 35,058 25,023 26,278
Long-term receivables...................... 1,066,834 1,175,389 1,176,140
Deferred revenue........................... 11,725 9,275 6,825
Accounts receivable........................ 184,450 184,450 182,988
Employee retirement benefits............... 96,250 116,200 140,776
Other assets............................... 192,318 306,397 390,537
Other provisions........................... 32,028 153,590 195,531
Accrued expenses........................... 42,674 48,300 1,528,800
--------- --------- ---------
Gross deferred tax assets.................... 2,277,036 2,563,821 3,702,644
--------- --------- ---------
Less: valuation allowance.................... -- -- (750,000)
--------- --------- ---------
Net deferred tax assets (liability).......... 1,254,806 1,086,422 (819,958)
========= ========= =========
</TABLE>

F-23
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

15.INCOME TAXES (Cont'd)

Long-term receivables give rise to a tax asset principally due to certain
long-term agreements that have not satisfied all of the revenue recognition
criteria of SFAS No.53. Such agreements, however, are taxable by the local
Greek authorities.

Management believes that it is more likely than not that the results of
future operations, together with the valuation allowance, will generate
sufficient taxable income to realize the deferred tax assets.

The classification of deferred income taxes in the accompanying balance
sheets is as follows:

<TABLE>
<CAPTION>
December 31,
--------------------------
1996 1997 1998
------- ------- ----------
<S> <C> <C> <C>
Net current deferred tax
assets (liabilities)... 675,719 128,126 (1,165,531)
======= ======= ==========
Net non-current deferred
tax assets............. 579,087 958,296 345,573
======= ======= ==========
</TABLE>

16. OTHER LONG-TERM LIABILITY

Other long-term liability is analyzed as follows:

<TABLE>
<CAPTION>
December 31,
-------------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Other long-term liability................... 3,585,238 3,263,626 2,262,493
Less: current portion....................... (373,462) (855,850) (854,719)
--------- --------- ---------
3,211,776 2,407,776 1,407,774
========= ========= =========
</TABLE>

The Company has an outstanding balance due to the Pension Fund for Athens
and Thessaloniki Newspaper Employees for advertiser contributions. It is
expected that the repayment terms will be structured over approximately three
years.

17. EMPLOYMENT RETIREMENT BENEFITS

State Pension

The Company's employees are covered by one of several Greek State sponsored
pension funds. Each employee is required to contribute a portion of their
monthly salary to the fund, with the Company also contributing a portion. Upon
retirement, the pension fund is responsible for paying the employees'
retirement benefits. The Company's contributions to the pension fund in the
years ended December 31, 1996, 1997 and 1998, have been recorded as expenses
and were GRD 695,930, GRD 744,617 and GRD 787,420, respectively.

Employee Retirement Benefits

In accordance with Greek law, a lump sum payment is payable to employees
upon their retirement or involuntary termination. The amount of compensation
payable for involuntary termination is based on the number of years of service
and the amount of remuneration at the date of termination. If the employees
remain in the employment of the Company until normal retirement age, they are
entitled to receive a lump sum payment which is equal to a minimum of 40% of
the involuntary termination benefit, as defined above. As the Company has no
plans to terminate a portion of its workforce, the accrual reflects the
minimum amount payable on retirement. The amount charged to expense in the
years ended December 31, 1996, 1997 and 1998 was GRD 30,000, GRD 57,000 and
GRD 38,000, respectively.

F-24
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

18. SHARE CAPITAL

The Company's share capital at December 31, 1998 consisted of 16,769,440
common shares of GRD 0.1 par value. The Company's shareholders are:

<TABLE>
<CAPTION>
Percentage of Share
Shareholders Capital
------------ -------------------
<S> <C>
Holnest Investments Ltd. .............................. 25.0%
Globecast Holdings Limited............................. 22.4%
Altavista Global Holdings Limited...................... 22.4%
Praxis Global Investment Limited....................... 22.4%
Socrates Eliades....................................... 6.8%
Efstathios Gourdomichalis.............................. 1.0%
-----
Total.............................................. 100.0%
=====
</TABLE>

Effective September 1, 1998, three of the five shareholders of Antenna,
Messrs. Sotirios Papadopoulos, George Xanthopoulos and Socrates Eliades,
holding, in the aggregate, 12,409,386 shares of the Company (representing 74%
of the outstanding capital stock of the Company) transferred 11,256,486 shares
in the aggregate to three corporations--Globecast Holdings Limited
("Globecast"), Altavista Global Holdings Limited ("Altavista") and Praxis
Global Investments Limited ("Praxis"). Each such corporation acquired
3,752,162 shares of the Company (22.4% of the outstanding capital stock of the
Company). The outstanding shares of capital stock of Globecast are
beneficially owned by Theodore Kyriakou, the Executive Vice President and
Chief Operating Officer of the Company and a son of Minos Kyriakou, the
Chairman and Chief Executive Officer of the Company. The outstanding shares of
capital stock of Altavista and of Praxis are owned by two other members of the
Kyriakou family, Xenophon Kyriakou and Athina Kyriakou. As a result of the
foregoing, for accounting purposes, Antenna is controlled by a group of
related shareholders.

Mr. Minos Kyriakou owns 99.9% of the share capital of Holnest Investments
Ltd.

Additional paid-in capital of GRD 3,752,500 arose during the year ended
June 30, 1994 as a result of the issuance of 1,975,000 common shares issued at
GRD 2.0 each. The excess over par value amounted to GRD 1.9 per share.

19. STATUTORY, TAX FREE AND OTHER RESERVES

Statutory, tax free and other reserves are as follows:
<TABLE>
<CAPTION>
December 31,
-----------------------------
1996 1997 1998
--------- --------- ---------
<S> <C> <C> <C>
Statutory reserve............................. 262,793 262,793 266,739
Tax free reserves--Law 1828/1989 (Art. 22).... 1,229,567 1,229,567 1,229,567
Reserves for income taxed at lower rates...... 878,313 878,313 938,022
Reserve for non-taxable income................ 80,785 80,785 81,485
Special reserve............................... 93,757 93,757 93,757
--------- --------- ---------
2,545,215 2,545,215 2,609,570
========= ========= =========
</TABLE>

F-25
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

19. STATUTORY, TAX FREE AND OTHER RESERVES (Cont'd)

Statutory Reserve

Under Greek corporate law, corporations are required to transfer a minimum
of 5% of their annual net profit as reflected in their statutory books to a
statutory reserve, until such reserve equals one-third of the outstanding
share capital. The above reserve cannot be distributed during the existence of
the Company, but can be used to eliminate a deficit.

Tax Free and Other Reserves

a) Under the provisions of Law 1828/1989 (Art. 22), corporations are allowed
to set up a tax free reserve for which they are obliged to make productive
investments of an amount equal to one hundred and thirty percent of the
reserve within the three years (at least one third during the first year)
following the year the respective reserve has been established. This reserve
can be converted to share capital after the three-year period mentioned above.
According to Greek tax regulations, no tax is due at the specified time this
reserve is capitalized. In the case where the productive investments are not
made within the time frame, the reserve is taxed at 35% plus penalties of 2.5%
per month. The Company has not made the investment and has accrued for taxes
and penalties amounting to GRD 793,348, GRD 890,348 and GRD 998,348 as of
December 31, 1996, 1997 and 1998, respectively. The amount of taxes accrued of
GRD 430,348 is included in deferred income taxes. The amount of penalties
included in selling, general and administrative expenses is GRD 112,000 for
1996, GRD 97,000 for 1997 and GRD 108,000 for 1998. If upon completion of a
tax audit such non-taxable reserves are disallowed, a reclassification would
be required to remove such amounts from tax free reserves.

b) Reserves for income taxed at lower rates represent interest income taxed
at 15%. Upon distribution, these reserves will be taxed at the applicable
current tax rate, with 15% credit given. Therefore, deferred taxation has been
computed on these reserves.

c) Reserve for non-taxable income represents interest earned on Greek
Government bonds which were not taxable. Upon distribution, such reserve will
be taxed at the applicable current tax rate.

d) Special reserves represent a portion of the reserve as stated in (a)
above, for which tax has been paid.

20.DIVIDENDS

Furthermore, Greek corporate law requires certain conditions to be met
before dividends can be distributed which are as follows:

a) No dividends can be distributed to the shareholders as long as the
Company's net equity, as reflected in the statutory financial statements,
is, or after such distribution will be, less than the share capital plus
non-distributable reserves.

b) No dividends can be distributed to the shareholders as long as the
unamortized balance of "Pre-Operating Expenses," as reflected in the
statutory financial statements, exceeds the aggregate of distributable
reserves plus retained earnings.

No dividends have been declared during 1996 and 1997. During 1998, dividends
of GRD 1,000,000 were declared and paid.

F-26
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

21.COMMITMENTS

In addition to long-term operating lease commitments for office and studio
space, the Company has entered into extended commitments integral to its
operations.

Amounts payable for commitments as of December 31, 1998 discussed below are:

<TABLE>
<CAPTION>
Office and
Studio Space
------------
<S> <C>
1999............................................................ 957,799
2000............................................................ 1,042,735
2001............................................................ 1,169,489
2002............................................................ 1,239,656
2003............................................................ 1,352,080
---------
Total....................................................... 5,761,759
=========
</TABLE>

The rental expense relating to long-term operating lease commitments for
office and studio space amounted to GRD 838,692, GRD 741,238 and GRD 850,810
in the years ended December 31, 1996, 1997 and 1998.

At December 31, 1998, the Company was obligated to make further payments
under sports rights not currently available for use, and therefore, not
included in the Balance Sheet.

The Company has signed letters of guarantee for purchased licensed film and
sports rights amounting to GRD 3,287,967 and GRD 1,411,451 as of December 31,
1997 and 1998, respectively.

22.CONTINGENCIES

The Company is involved in various litigation in the normal course of
business, with claims totaling approximately GRD 3,446,276. The Company
accrued GRD 125,831 in 1996 and 1997 and GRD 175,831 in 1998, representing
management's best estimate of the Company's probable liability in respect of
such claims. The Company believes that none of these actions, individually or
in the aggregate, will have a material adverse effect on the Company's results
of operations or financial position.

The Company is involved in a litigation claim for the non-payment of
advertiser contributions payable to the Pension Fund for Athens and
Thessaloniki Newspaper Employees amounting to GRD 1,314,512. The contribution
is payable on invoices issued to advertisers. However, the relevant
authorities, in determining the contributions not paid, did not take into
consideration discounts given to advertisers through the issuance of credit
notes at a later date, which therefore would create a lower advertising
contribution liability. In the opinions of the Company's management and legal
advisor the Company will not be liable for such amounts and therefore an
accrual has not been made.

F-27
<PAGE>

ANTENNA TV S.A.

NOTES TO THE FINANCIAL STATEMENTS - (Continued)
(In thousands of drachmae and U.S. dollars, except share data and exchange
rates)

22.CONTINGENCIES (Cont'd)

suppliers of foreign programming. Any Year 2000 compliance problem of the
Company, any of its vendors and any other company with which it interacts or
otherwise does business could have a material adverse effect on the Company's
financial condition or results of operations. The Company's Year 2000 upgrade
is expected to be completed by mid-1999. The Company has not yet developed
contingency plans that address its failure to be Year 2000-compliant or the
failure of third parties with which the Company deals to be Year 2000-
compliant.

23.GEOGRAPHICAL DATA

Total net revenue reflected in the accompanying statements of operations are
analyzed as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------------------
1996 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Domestic revenue......................... 22,576,111 24,118,992 29,820,149
Export revenue........................... 2,789,934 1,632,331 1,983,738
----------- ----------- -----------
25,366,045 25,751,323 31,803,887
=========== =========== ===========
</TABLE>

The export revenues represent revenues from related parties (see Note 6).

24.SUBSEQUENT EVENTS (Unaudited)

The Company is currently in the process of negotiating contracts to acquire
the shares of several related party entities (the "Acquisitions"). Such
entities include 51% of Audiotex S.A., 99.97% Antenna R.T. Enterprises S.A.,
100% Pacific Broadcast Distribution Ltd. and 100% Antenna Spoudastiki EPE.

The Company is currently in the process of registering for sale in an
initial public offering (the "IPO") American Depositary Shares, each
representing one half of one share of its capital stock, nominal value GRD 100
per share. The Company will use a portion of the proceeds of the IPO to
acquire the companies listed above. Following the Acquisitions, the Company
will own 51% of Audiotex, 100% of Pacific Broadcast, 99.97% of Antenna Radio
and 100% of Antenna Spoudastiki, all of the results of which will be
consolidated with Antenna's results (and, in place of related party revenue,
the Company will record the underlying revenue and income (loss) of the
acquired entities after elimination of intercompany adjustments), except
Audiotex, which will be accounted for using the equity method, as the minority
shareholders have significant veto rights in operating decisions. The proposed
business combinations are among businesses under common control and will,
therefore, be accounted for "as if" a pooling of interest had occurred.
Accordingly, the balance sheets and statements of operations will be combined
based upon their book values and historical results of operations,
respectively. The cash amounts to be paid for the Acquisitions, in excess of
the book values of the businesses being acquired, will be treated as a
dividend to the selling shareholders.

F-28
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

No dealer, salesperson or other person has been authorized to give any infor-
mation or to make any representations not contained in this Prospectus. If
given or made, such information or representations must not be relied upon as
having been authorized by the Company, the Selling Shareholder or any of the
Underwriters. This Prospectus does not constitute an offer to sell, or a solic-
itation of an offer to buy, the securities offered hereby in any jurisdiction
where, or to any person to whom, is unlawful to make such an offer or solicita-
tion. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that the information
herein is correct as of any time subsequent to the date hereof or that there
has been no change in the affairs of the Company since such date.

------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
Special Note Regarding Forward-Looking Statements........................ i
Enforceability of Civil Liabilities...................................... i
Available Information.................................................... ii
Exchange Rate Information................................................ iii
Rating, Audience and Advertising Share Information....................... iii
Preparation of Financial Statements...................................... iii
Prospectus Summary....................................................... 1
Risk Factors............................................................. 8
Use of Proceeds.......................................................... 15
Dividend Policy.......................................................... 16
Capitalization........................................................... 17
Dilution................................................................. 18
Selected Financial Information........................................... 19
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 21
Business................................................................. 31
Management............................................................... 53
Principal and Selling Shareholders....................................... 56
Shares Eligible for Future Sale.......................................... 57
Related Party Transactions............................................... 58
Description of Share Capital............................................. 60
Description of American Depositary Receipts.............................. 64
Taxation................................................................. 74
Underwriting............................................................. 80
Legal Matters............................................................ 84
Experts.................................................................. 84
Index to Consolidated Financial Statements............................... F-1
</TABLE>

----------------

Until , 1999 (25 days after commencement of the Offering), all dealers
effecting transactions in ADSs, whether or not participating in this
distribution, may be required to deliver a Prospectus. This delivery
requirement is in addition to the obligation of dealers to deliver a Prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ANTENNA TV S.A.

[LOGO]

7,700,000 American
Depositary Shares
Representing
3,850,000 Shares

------------------

PROSPECTUS
, 1999

------------------

U.S. Underwriters

Lehman Brothers
BT Alex.Brown
Salomon Smith Barney

International Managers

Lehman Brothers
BT Alex.Brown
International
Salomon Smith Barney
International

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered which will be paid
solely by the Company. All the amounts shown are estimates, except the
Securities and Exchange Commission registration fee and the NASD filing fee:

<TABLE>
<S> <C>
SEC Registration Fee................................................ $34,464
NASD Fee............................................................ 12,897
Nasdaq Listing Fee.................................................. *
Transfer Agent and Registrar Fees and Expenses...................... *
Printing and Engraving Expenses..................................... *
Legal Fees and Expenses............................................. *
Accounting Fees and Expenses........................................ *
Blue Sky Fees and Expenses.......................................... *
Miscellaneous Expenses.............................................. *
-------
Total............................................................ $ *
=======
</TABLE>
- --------
* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

Directors may be indemnified by the Company under general principles of
civil law of the Hellenic Republic. Article 22a of Codified Law 2190/1920 of
the Hellenic Republic establishes the applicable standard of conduct that
directors must meet in the exercise of their duties, namely, they must
exercise the level of proper care that they would otherwise exercise if the
Company had been their family business.

Item 15. Recent Sales of Unregistered Securities.

None.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1*** U.S. Underwriting Agreement
1.2*** International Underwriting Agreement
3.1* Articles of Incorporation of Antenna TV S.A.
4.1** Form of Deposit Agreement among the Company, The Bank of New York and
the holders from time to time of American Depositary Shares, including
Form of American Depositary Receipt
4.2* Indenture, dated as of August 12, 1997, between the Company and The
Bank of New York as Trustee
5.1 Opinion of Constantine Xydias & Partners regarding the legality of the
Shares under the laws of the Hellenic Republic
8.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison regarding certain
United States federal income tax matters
Opinion of Constantine Xydias & Partners regarding certain tax matters
8.2 of the Hellenic Republic
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
21.1* List of Subsidiaries of Antenna TV S.A.
23.1 Consent of KPMG Peat Marwick Kyriacou
23.2 Consent of Constantine Xydias & Partners regarding Exhibit 5.1
(included in Exhibit 5.1)
23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding Exhibit
8.1 (included in Exhibit 8.1)
23.4 Consent of Constantine Xydias & Partners regarding Exhibit 8.2
(included in Exhibit 8.2)
24.1 Power of Attorney (included on signature pages)
</TABLE>
- --------
* Incorporated by reference to the Company's Registration Statement on Form
F-4 (Registration No. 333-7752), filed with the SEC on October 10, 1997.
** Incorporated by reference to the Company's Registration Statement on Form
F-6 (Registration No. 333- ), filed with the SEC on February 12, 1999.
*** To be filed by amendment.

(b) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting
regulations of the Commission are not required, are inapplicable or have been
disclosed in the notes to the financial statements and therefore have been
omitted.

Item 17. Undertakings

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the provisions described under Item 20, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer nor controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The Company hereby undertakes that:

(1) For the purpose of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Athens, Hellenic
Republic on the 12th day of February, 1999.

ANTENNA TV S.A.

/s/ Theodore Kyriakou
By: _________________________________
Name: Theodore Kyriakou
Title: Executive Vice President
and Chief Operating Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Nikolaos Angelopoulos and Theodore
Kyriakou, or either of them, his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities (until revoked
in writing), to sign any and all amendments (including post-effective
amendments to this Registration Statement and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting said attorney-in-fact and agents,
and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
either of them, or their substitute or substitutes, may lawfully do or cause
to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 12, 1999.

Signature Title

/s/ Minos Kyriakou Chairman and Chief
---------------------------------- Executive Officer
Minos Kyriakou (Principal Executive
Officer)

/s/ Nikolaos Angelopoulos Chief Financial
---------------------------------- Officer (Principal
Nikolaos Angelopoulos Financial and
Accounting Officer)

/s/ Spilios Charamis Vice Chairman
----------------------------------
Spilios Charamis

/s/ George Xanthopoulos Director
----------------------------------
George Xanthopoulos

/s/ Theodore Kyriakou Director
----------------------------------
Theodore Kyriakou

/s/ Socrates Eliades Director
----------------------------------
Socrates Eliades

II-3
<PAGE>

Signature Title

/s/ Panagiotis Fotilas Director
----------------------------------
Panagiotis Fotilas

/s/ Sifis Glyniadakis Director
----------------------------------
Sifis Glyniadakis

/s/ Xenophon Kyriakou Director
----------------------------------
Xenophon Kyriakou

/s/ Anastasios Tzavellas Director
----------------------------------
Anastasios Tzavellas

ANTENNA (NORTH AMERICA), INC.

By: /s/ Mary Politis Authorized
---------------------------------- Representative in
Name: Mary Politis the United States
Title: Vice President

II-4

<PAGE>

EXHIBIT 5.1

CONSTANTINE XYDIAS & PARTNERS
9 Massalias & Skoufa Street
106 80 Athens, Greece
Tel. (30-1) 360-3653
Fax (30-1) 684-5071

February 11, 1999

Antenna TV S.A.
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece

Registration Statement on Form F-1
----------------------------------

Ladies and Gentlemen:

In connection with the Registration Statement on Form F-1 (the
"Registration Statement") filed by Antenna TV S.A., a Greek societe anonyme (the
"Company"), with the Securities and Exchange Commission (the "SEC") on the date
hereof, pursuant to the Securities Act of 1933, as amended (the "Act"), and the
rules and regulations promulgated thereunder, we have been requested to render
our opinion as to the legality of 3,850,000 shares (the "Shares") of the
Company's capital stock, nominal value GRD 100 per share, being registered
thereunder. Capitalized terms used herein and not otherwise defined herein shall
have the respective meanings ascribed thereto in the Registration Statement.

In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

(i) the Registration Statement (including the exhibits thereto);

(ii) the forms of Underwriting Agreements included as exhibits to
the Registration Statement; and

(iii) the proposed form of the Shares included as an exhibit to the
Registration Statement.

In addition, we have examined: (i) such corporate records of the
Company as we have considered appropriate; and (ii) such other certificates,
agreements and other documents as we deemed relevant and necessary as a basis
for the opinion hereinafter expressed.

In our examination of the aforesaid documents, we have assumed without
independent investigation, (i) the due organization and valid existence of the
Company under the laws of its jurisdiction of organization, (ii) the
enforceability of the Documents against each party thereto (other than the
Company), (iii) the necessary power and authority of the Company to execute,
deliver and perform its obligations under each of the Documents to which it is a
party, (iv) the due authorization, execution and delivery by the Company of each
of the Documents to which it is a party, (v) that the due authorization,
execution and delivery by the Company of each Document to which it is a party
and the consummation by the Company of the transactions contemplated thereby do
not violate or result in a breach of or default

<PAGE>

under the Company's charter documents, (vi) that the Shares will be
substantially in the form reviewed by us and that any information omitted from
such form will be properly added, (vii) the genuineness of all signatures,
(viii) the legal capacity of all individuals who have executed any of the
Documents, (ix) the authenticity of all documents submitted to us as originals,
(x) the conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of valid existing
agreements or other documents and (xi) the authenticity of all such latter
documents.

In expressing the opinion set forth herein, we have relied upon the
factual matters contained in the representations and warranties of the Company
made in the Documents, and we have assumed that the Shares will be issued as
described in the Registration Statement.

Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that the Shares, when
issued, delivered and paid for as contemplated in the Registration Statement and
the Underwriting Agreements, will be duly authorized, validly issued, fully paid
and nonassessable.

Our opinion expressed above is limited to the laws of Greece. Our
opinion is rendered only with respect to the laws, and the rules, regulations
and orders thereunder, that are currently in effect.

We hereby consent to the use of our name in the Registration Statement and
in the prospectus therein as the same appears in the caption "Legal Matters" and
to the use of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.

Very truly yours,

/s/ Constantine Xydias & Partners

CONSTANTINE XYDIAS & PARTNERS

<PAGE>

EXHIBIT 8.1

Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3000

February 11, 1999

Antenna TV S.A.
Kifissias Avenue 10-12
Maroussi 151 25
Athens, Greece

Registration Statement on Form F-1
Registration No.333-______

Dear Sir or Madam:

We have acted as United States federal income tax counsel for Antenna
TV S.A. (the "Company") in connection with the offering (the "Offering") of
3,850,000 shares of the Company's capital stock, nominal value GRD 100 per share
(the "Shares") in the form of American Depositary Shares ("ADSs").

We are giving this opinion in connection with the Registration
Statement on Form F-1, as amended (the "Registration Statement"), relating to
the registration by the Company of the Shares to be offered in the form of ADSs
in the Offering, filed by the Company with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder. Capitalized terms used but not defined herein have the
respective meanings ascribed to them in the Registration Statement.

In rendering our opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such agreements and
other documents as we have deemed relevant and necessary and we have made such
investigations of law as we have deemed appropriate as a basis for the opinion
expressed below. In our examination, we have assumed the authenticity of
original documents, the accuracy of copies and the genuineness of signatures.
We understand and assume that each such agreement represents the valid and
binding obligation of the respective parties thereto, enforceable in accordance
with its respective terms and the entire agreement between the parties with
respect to the subject matter thereof, (ii) the parties to each agreement have
complied, and will comply, with all of their respective covenants, agreements
and undertakings contained therein and (iii) the transactions provided for by
each agreement were and will be carried out in accordance with their terms.

Our opinion is based upon existing United States federal income tax
laws, regulations, administrative pronouncements and judicial decisions. All
such authorities are subject to change, either prospectively or retroactively,
and any such change could affect our opinion.

The opinion set forth herein has no binding effect on the United
States Internal Revenue Service or the courts of the United States. No
assurance can be given that, if the matter were contested, a court would agree
with the opinion set forth herein.

<PAGE>

We hereby confirm the opinion set forth under the captions "Taxation -
United States Taxation" in the Registration Statement. While such description
discusses the material anticipated United States federal income tax consequences
applicable to certain U.S. Holders, it does not purport to discuss all United
States federal income tax considerations and our opinion is limited to those
United States federal income tax considerations specifically discussed therein.

In giving the foregoing opinion, we express no opinion other than as
to the federal income tax laws of the United States of America.

We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
captions "Taxation - United States Taxation" and "Legal Matters" in the
Registration Statement. The issuance of such a consent does not concede that we
are an "expert" for purposes of the Securities Act.

Very truly yours,

/s/ Paul, Weiss, Rifkind, Wharton & Garrison
PAUL, WEISS, RIFKIND, WHARTON & GARRISON

<PAGE>

EXHIBIT 8.2

CONSTANTINE XYDIAS & PARTNERS

9 Massalias & Skoufa Street
106 80 Athens, Greece
Tel. (30-1) 360-3653
Fax (30-1) 684-5071

February 11, 1999

Antenna TV S.A.
10-12 Kifissias Avenue
151-25 Maroussi
Athens, Greece

Re: Antenna TV S.A.
Registration Statement on Form F-1
Registration No.333-________

Ladies and Gentlemen:

We have acted as Greek tax counsel for Antenna TV S.A. (the "Company")
in connection with the initial public offering (the "Offering") of 3,850,000
shares (the "Shares") of the Company's capital stock, nominal value GRD 100 per
share.

In rendering our opinion, we have examined and relied upon the
Registration Statement on Form F-1 filed with the Securities and Exchange
Commission relating to the Offering (the "Registration Statement").

Capitalized terms used herein and not otherwise defined herein have
the respective meanings ascribed to them in the Registration Statement.

Our opinion is based upon existing Greek tax laws, regulations,
administrative pronouncements and judicial decisions. All such authorities are
subject to change, either prospectively or retroactively. No assurance can be
provided as to the effect of any such change upon our opinion.

The opinion set forth herein has no binding effect on the Greek tax
authorities or the courts of the Hellenic Republic. No assurance can be given
that, if the matter were contested, a court would agree with the opinion set
forth herein.

We have advised the Company in connection with the material Greek tax
consequences of the Offering to U.S. Holders and we confirm that, in our
opinion, the material Greek tax consequences of the Offering to U.S. Holders are
as set forth in the
<PAGE>

Registration Statement under the caption "Taxation - Greek Taxation." While such
description discusses the material anticipated Greek tax consequences applicable
to certain U.S. Holders, it does not purport to discuss all Greek tax
consequences and our opinion is limited to those Greek tax consequences
specifically discussed therein.

In giving the foregoing opinion, we express no opinion other than as
to the laws of the Hellenic Republic.

We are furnishing this letter in our capacity as Greek tax counsel to
the Company.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and we further consent to the use of our name under the
caption "Taxation - Greek Taxation" in the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required to be filed with the Registration Statement under the
provisions of the Securities Act or the rules and regulations promulgated
thereunder.

Very truly yours,

/s/ Constantine N. Xydias
CONSTANTINE N. XYDIAS

<PAGE>

Exhibit 23.1

CONSENT OF KPMG PEAT MARWICK KYRIACOU

The Board of Directors
Antenna TV S.A.

We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.

/s/ KPMG Peat Marwick Kyriacou

Athens, Greece
February 12, 1999