Obligation OTE Group 2.375% ( XS1857022609 ) en EUR

OTE Group

100 % ▼

Royaume-Uni

XS1857022609 ( en EUR )

2.375% par an ( paiement annuel )

18/07/2022 - Obligation échue

Prospectus brochure de l'obligation OTE PLC XS1857022609 en EUR 2.375%, échue

100 000 EUR

400 000 000 EUR

OTE PLC est une société de télécommunications grecque fournissant des services fixes et mobiles, ainsi que des services de télévision par câble et internet à travers la Grèce et des pays des Balkans.

L'instrument financier en question est une obligation de type corporatif, identifiée par le code ISIN XS1857022609, émise par OTE PLC, une société anonyme de droit britannique basée au Royaume-Uni, qui a ainsi sollicité les marchés financiers. Cet emprunt obligataire était libellé en euros (EUR), affichait un taux d'intérêt nominal de 2,375% versé annuellement, et représentait une taille totale d'émission de 400 000 000 EUR, avec une taille minimale à l'achat fixée à 100 000 EUR, indiquant une orientation vers des investisseurs institutionnels ou sophistiqués. Arrivée à échéance le 18 juillet 2022, cette obligation a été intégralement remboursée à sa valeur nominale de 100% de son prix de marché, confirmant ainsi l'exécution de ses engagements par l'émetteur et le retour du capital aux détenteurs de l'instrument.

BASE PROSPECTUS

OTE PLC
(incorporated with limited liability in England and Wales)
GUARANTEED BY
HELLENIC TELECOMMUNICATIONS
ORGANIZATION S.A.
(incorporated with limited liability in the Hellenic Republic)
6,500,000,000
GLOBAL MEDIUM TERM NOTE PROGRAMME
Under this 6,500,000,000 Global Medium Term Programme (the "Programme") OTE PLC, a public company with limited liability duly incorporated under the laws of England
(the "Issuer") may from time to time issue notes (the "Notes") denominated in any currency agreed between the Issuer, the Guarantor and the relevant Dealer(s) (each as defined
below). The Notes will have the benefit of an unconditional and irrevocable guarantee by Hellenic Telecommunications Organization S.A. (the "Guarantor" or "OTE").
The maximum aggregate principal amount of Notes outstanding at any time under the Programme will not exceed 6,500,000,000 (or the equivalent in other currencies) (and, for
this purpose, any Notes denominated in any other currency shall be translated into Euros at the date of the agreement to issue such Notes calculated in accordance with the provisions
of the Dealership Agreement (as defined under "Subscription and Sale")). The maximum aggregate principal amount of Notes which may be outstanding at any time under the
Programme may be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and any additional Dealer appointed under
the Programme from time to time by the Issuer and the Guarantor (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing
basis. References in this Base Prospectus to the "relevant Dealer" shal , in relation to an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to the lead
manager of such issue and, in relation to an issue of Notes being intended to be subscribed by one Dealer, be to such Dealer.
Interest and/or other amounts payable under Floating Rate Notes may be calculated by reference to the London Interbank Offered Rate ("LIBOR") or the Euro Interbank Offered
Rate ("EURIBOR") which are provided by ICE Benchmark Administration Ltd. ("ICE") and the European Money Markets Institute ("EMMI"), respectively. As at the date of this
Base Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant
to Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011) (the "EU Benchmarks Regulation"). As at the date of this Base Prospectus, ICE does not appear on the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the EU Benchmarks Regulation. As far the Issuer is aware, the transitional
provisions in Article 51 of the EU Benchmarks Regulation apply, such that ICE is not currently required to obtain recognition, endorsement or equivalence.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority in Luxembourg as a base
prospectus under article 8 of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The CSSF only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or the
quality of the Notes that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives no
undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer or the Guarantor, in line with the provisions of Article 6(4) of the
Luxembourg Law on Prospectuses for Securities.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated
market, which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II") (the "Luxembourg Stock Exchange"),
during the period of 12 months from the date of this Base Prospectus. Application has also been made for Notes issued under the Programme to be listed on the official list of the
Luxembourg Stock Exchange. Reference in this Base Prospectus to Notes being listed on the Luxembourg Stock Exchange (and all related reference) shall mean that such Notes
have been admitted to trading on the regulated market of the Luxembourg Stock Exchange and to the official list of the Luxembourg Stock Exchange. The Programme also permits
Notes to be issued on an unlisted basis or to be listed on such other or further stock exchanges as may be agreed with the Issuer. The relevant Final Terms (as defined herein) in
respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or on any other stock exchange).
Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) assigned to Notes already
issued. Where a Series or Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to
a relevant Series or Tranche of Notes will be (1) issued by a credit rating agency established in the European Economic Area ("EEA") and registered under Regulation (EU) No
1060/2009, as amended (the "CRA Regulation" ), (2) issued by a credit rating agency which is established in the United Kingdom ("UK") and registered under the Regulation (EC)
No. 1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") (the "UK CRA Regulation"), (3) issued by a credit rating
agency which is not established in the EEA or in the UK but endorsed by a CRA which is established in the EEA or in the UK and registered under the CRA Regulation and/or the
UK CRA Regulation or (4) issued by a credit rating agency which is not established in the EEA or in the UK but which is certified under the CRA Regulation and/or the UK CRA
Regulation will be disclosed in the Final Terms. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a
credit rating agency established in the EEA and registered under the CRA Regulation unless (i) the rating is provided by a credit rating agency not established in the EEA but is
endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (ii) the rating is provided by a credit rating agency not established in the EEA
which is certified under the CRA Regulation. Investors regulated in the UK are subject to similar restrictions under the UK CRA Regulation. As such, UK regulated investors are
required to use for UK regulatory purposes ratings issued by a credit rating agency established in the UK and registered under the UK CRA Regulation. In the case of ratings issued
by third country non-UK credit rating agencies, third country credit ratings can either be: (a) endorsed by a UK registered credit rating agency; or (b) issued by a third country credit
rating agency that is certified in accordance with the UK CRA Regulation. A list of credit rating agencies registered in accordance with the CRA Regulation is available on the
website of ESMA at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. A rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time by the assigning rating agency.
The Issuer and the Guarantor may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event (in
the case of Notes intended to be listed on the Luxembourg Stock Exchange) a Drawdown Prospectus or, if appropriate, an updated Base Prospectus will be made available, which
will describe the effect of the agreement reached in relation to such Notes.
This Base Prospectus will expire on 10 April 2022, which is 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the EEA. The
obligation to supplement a prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when a prospectus is no longer valid.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.

Arranger

BNP PARIBAS

Dealers

Alpha Bank

Goldman Sachs
BNP PARIBAS

HSBC
Citigroup

Morgan Stanley
Credit Suisse

National Bank of Greece
Deutsche Bank

Piraeus Bank S.A.
Eurobank S.A.

Société Générale

The date of this Base Prospectus is 9 April, 2021.

TABLE OF CONTENTS
TABLE OF CONTENTS .................................................................................................................................................... i
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................................... 1
RISK FACTORS ................................................................................................................................................................ 7
IMPORTANT NOTICES ................................................................................................................................................. 30
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................................. 35
INFORMATION INCORPORATED BY REFERENCE ................................................................................................ 36
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES .................................... 38
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................. 47
FORM OF FINAL TERMS .............................................................................................................................................. 73
DESCRIPTION OF THE ISSUER ................................................................................................................................... 85
DESCRIPTION OF THE GUARANTOR ....................................................................................................................... 87
TAXATION ................................................................................................................................................................... 122
SUBSCRIPTION AND SALE ....................................................................................................................................... 126
GENERAL INFORMATION ......................................................................................................................................... 131

i

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency, subject as set out
herein. Under the Prospectus Regulation, prospectuses relating to money market instruments having a maturity at
issue of less than 12 months and complying with the definition of securities are not subject to the approval provisions
stated therein. An overview of the Terms and Conditions of the Programme and the Notes appears below. The
applicable terms of any Notes will be agreed between the Issuer, the Guarantor and the relevant Dealer prior to the
issue of such Notes and will be set out in the Terms and Conditions of the Notes endorsed on, attached to, or
incorporated by reference into, the Notes, as completed by the applicable Final Terms attached to, or endorsed on,
such Notes, as more fully described under "Form of the Notes".
This Base Prospectus and any supplement to this Base Prospectus will only be valid for admitting Notes to trading on
the Luxembourg Stock Exchange during the period of 12 months from the date of this Base Prospectus in an aggregate
principal amount which, when added to the aggregate principal amount then outstanding of all Notes previously or
simultaneously issued under the Programme, does not exceed 6,500,000,000 or its equivalent in other currencies.
The maximum aggregate principal amount of Notes, which may be outstanding at any time under the Programme, may
be increased from time to time, subject to compliance with the relevant provisions of the Dealership Agreement.
The following overview does not purport to be complete and is qualified in its entirety by the remainder of this Base
Prospectus. Any decision to invest in Notes should be based on a consideration of this Base Prospectus as a whole.
Capitalized terms used herein have the same meanings given to them in "Form of Notes" and "Terms and Conditions
of the Notes".
Issuer
OTE PLC, incorporated under the laws of England and Wales on
..................................................................... 17 December 1999 (with registered number 03896324) for an indefinite
period of time. The registered office of the Issuer and of Wilmington
Trust SP Services (London) Limited is located at 3rd Floor, 1 King's
Arms Yard, London EC2R 7AF.

The Issuer is a 100% subsidiary of the Guarantor and its principal
activity is to borrow and raise funds from the market and otherwise for
the benefit of its parent company, the Guarantor and other subsidiaries
of the Guarantor.
Risk Factors
An investment in Notes issued under the Programme involves
..................................................................... significant risks which investors should ensure they fully understand.
See "Risk Factors".
1

Guarantor
Hellenic Telecommunications Organization S.A. was incorporated as a
..................................................................... société anonyme in Athens, Greece, under the laws of the Hellenic
Republic in 1949, pursuant to the provisions of Legislative Decree
1049/1949 (registered with the General Commercial Registry of
Companies under 1037501000 (formerly registration number S.A.
347/06/B/86/10)). The Guarantor's registered office is located at 99
Kifissias Avenue, GR 151 24 Amaroussion, Athens, Greece.
The Guarantor is a full-service telecommunications group and the
largest provider of fixed-line voice telephony, internet access services
and television services in Greece. The Guarantor also provides mobile
telecommunications services in Greece, through Cosmote, its wholly-
owned subsidiary. In addition, the Guarantor provides fixed-line voice
telephony, internet access services and television services in Romania
and mobile telecommunications services in Romania through its
Romanian subsidiaries Telekom Romania Communications S.A. and
Telekom Romania Mobile Communications S.A., respectively. On 9
November 2020, the Guarantor announced that it entered into an
agreement to sell its 54.01% shareholding in Telekom Romania
Communications S.A. to Orange Romania. The transaction is subject to
regulatory approvals and other conditions, for more details, see
"Description of the Guarantor--Subsidiaries and Participation--
Discontinued Operations".
Arranger
BNP Paribas
.....................................................................
Dealers
Alpha Bank A.E., BNP Paribas, Citigroup Global Markets Limited,
..................................................................... Credit Suisse Securities (Europe) Limited, Deutsche Bank
Aktiengesellschaft, Eurobank S.A., Goldman Sachs Bank Europe SE,
HSBC Bank plc, Morgan Stanley Europe SE, National Bank of Greece
S.A., Piraeus Bank S.A., Société Générale and any other Dealer
appointed from time to time by the Issuer and the Guarantor either
generally in respect of the Programme or in relation to a particular
Tranche of Notes.
Fiscal Agent
The Bank of New York Mellon (London branch)
.....................................................................
Registrar
The Bank of New York Mellon (New York branch)
.....................................................................
Luxembourg Listing Agent
The Bank of New York Mellon SA/NV, Luxembourg Branch
.....................................................................
Listing and Admission to Trading
Each Series may be listed on the official list of the Luxembourg Stock
..................................................................... Exchange, admitted to trading on the regulated market of the
Luxembourg Stock Exchange and/or admitted to listing, trading and/or
quotation by any other listing authority and/or quotation system as may
be agreed between the Issuer, the Guarantor and the relevant Dealer and
specified in the relevant Final Terms or may be unlisted.
Clearing Systems
Euroclear Bank SA/NV ("Euroclear"). Clearstream Banking, S.A.,
..................................................................... Luxembourg ("Clearstream, Luxembourg") and/or The Depository
Trust Company ("DTC") and/or any other clearing system as may be
specified in the relevant Final Terms.
Initial Programme Amount
Up to 6,500,000,000 (or its equivalent in other currencies) aggregate
..................................................................... principal amount of Notes outstanding and guaranteed at any time.
2

Issuance in Series
Notes will be issued on a syndicated or non-syndicated basis. Notes will
..................................................................... be issued in Series. Each Series may comprise one or more Tranches
issued on different issue dates. The Notes of each Series will all be
subject to identical terms, except that the issue date and the amount of
the first payment of interest may be different in respect of different
Tranches. The Notes of each Tranche will all be subject to identical
terms in all respects save that a Tranche may comprise Notes of different
denominations.
Final Terms
Each Tranche will be the subject of a Final Terms (a "Final Terms")
..................................................................... which, for the purposes of that Tranche only, complete the Terms and
Conditions of the Notes and this Base Prospectus and must be read in
conjunction with this Base Prospectus. The terms and conditions
applicable to any particular Tranche of Notes are the Terms and
Conditions of the Notes as completed by the relevant Final Terms.
Forms of Notes
Notes may be issued in bearer form ("Bearer Notes") or registered form
..................................................................... ("Registered Notes"), as specified in the relevant Final Terms.

Bearer Notes

Each Tranche of Notes in bearer form will initially be in the form of
either a Temporary Global Note (as defined herein) or a Permanent
Global Note (as defined herein), in each case as specified in the relevant
Final Terms. Each Global Note in bearer form (a "Bearer Global
Note") which is not intended to be issued in new global note ("NGN")
form (a "Classic Global Note" or "CGN"), as specified in the relevant
Final Terms, will be deposited on or around the relevant issue date with
a depositary or a common depositary for Euroclear and/or Clearstream,
Luxembourg, and/or any other relevant clearing system and each Bearer
Global Note which is intended to be issued in NGN form (a "New
Global Note" or "NGN"), as specified in the relevant Final Terms, will
be deposited on or around the relevant issue date with a common
safekeeper for Euroclear and/or Clearstream, Luxembourg. Each
Temporary Global Note will be exchangeable for a Permanent Global
Note or, if so specified in the relevant Final Terms, for Definitive Notes.
If the TEFRA D Rules are specified in the relevant Final Terms as
applicable, certification as to non-U.S. beneficial ownership will be a
condition precedent to any exchange of an interest in a Temporary
Global Note or receipt of any payment of interest in respect of a
Temporary Global Note. Each Permanent Global Note will be
exchangeable for Definitive Notes in accordance with its terms.
Definitive Notes will, if interest-bearing, have Coupons attached and, if
appropriate, a Talon for further Coupons.

Registered Notes

Each Tranche of Registered Notes will be represented by either:
(i)
Individual Note Certificates; or
(ii)
one or more Unrestricted Global Note Certificates in the case of
Registered Notes sold outside the United States to non-U.S.
persons in reliance on Regulation S and/or one or more
Restricted Global Note Certificates in the case of Registered
Notes sold to qualified institutional buyers in reliance on Rule
144A,
in each case, as specified in the relevant Final Terms.
3

Each Note represented by an Unrestricted Global Note Certificate will
either be: (a) in the case of a Certificate which is not to be held under
the new safekeeping structure ("New Safekeeping Structure" or
"NSS"), registered in the name of a common depositary (or its nominee)
for Euroclear and/or Clearstream, Luxembourg and/or any other
relevant clearing system and the relevant Unrestricted Global Note
Certificate will be deposited on or about the issue date with the common
depositary; or (b) in the case of a Certificate to be held under the New
Safekeeping Structure, be registered in the name of a common
safekeeper (or its nominee) for Euroclear and/or Clearstream,
Luxembourg and the relevant Unrestricted Global Note Certificate will
be deposited on or about the issue date with the common safekeeper for
Euroclear and/or Clearstream, Luxembourg.

Each Note represented by a Restricted Global Note Certificate will be
deposited with a custodian for and registered in the name of a nominee
for DTC on or about the date of issue of the relevant Tranche. Beneficial
interests in Notes represented by a Restricted Global Note Certificate
may only be held through DTC at any time.
Currencies
The Notes may be denominated in any currency or currencies, subject
..................................................................... to compliance with all applicable legal, regulatory and central bank
requirements. Payments in respect of Notes may, subject to such
compliance, be made in and/or linked to any currency or currencies
other than the currency in which such Notes are denominated.
Status of the Notes
The Notes will constitute unsubordinated and unsecured obligations of
..................................................................... the Issuer as described in Condition 5(a) (Status and Guarantee--Status
of the Notes).
Status of the Guarantee
The Notes will be unconditionally and irrevocably guaranteed by the
..................................................................... Guarantor on an unsubordinated and unsecured basis as described in
Condition 5(b) (Status and Guarantee--Guarantee of the Notes).
Issue Price
The Notes may be issued at any price, as may be specified in the relevant
..................................................................... Final Terms.
Maturities
The Notes may have any maturity subject, in relation to specific
..................................................................... currencies, to compliance with all applicable legal and/or regulatory
and/or central bank requirements.
Benchmark Replacement
If a Benchmark Event occurs in relation to the relevant Reference Rate
..................................................................... when any Rate of Interest (or any component part thereof) remains to be
determined by reference to such relevant Reference Rate, then the Issuer
shall use its reasonable endeavours to appoint and consult with an
Independent Adviser, as soon as reasonably practicable, to determine a
Successor Rate, failing which an Alternative Reference Rate and, in
either case an Adjustment Spread if any, and any changes to the
Conditions that may be required (in each case, in accordance with
Condition 8(j) (Benchmark Replacement).
Redemption
The Notes may be redeemable at par or at such other Redemption
..................................................................... Amount as may be specified in the relevant Final Terms.
4

Any Notes having a maturity of less than one year must (a) have a
minimum redemption value of £100,000 (or its equivalent in other
currencies) and be issued only to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses;
or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their
businesses or (b) be issued in other circumstances which do not
constitute a contravention of section 19 of the Financial Services and
Markets Act 2000 (the "FSMA") by the Issuer.
Optional Redemption
The Notes may be redeemed before their stated maturity at the option of
..................................................................... the Issuer (either in whole or in part) and/or the Noteholders (including
in circumstances where a change of control in relation to the Guarantor
has occurred as described in Condition 10(f) (Redemption at the Option
of Noteholders on Change of Control)) to the extent (if at all) specified
in the relevant Final Terms.
Tax Redemption
Except as described in "--Optional Redemption" above, early
..................................................................... redemption will only be permitted for tax reasons as described in
Condition 10(b) (Redemption and Purchase--Redemption for tax
reasons).
Interest
The Notes may be interest-bearing or non-interest bearing. Interest (if
..................................................................... any) may accrue at a fixed rate or a floating rate and the method of
calculating interest may vary between the issue date and the maturity
date of the relevant Series.
Denominations
No Notes may be issued under the Programme, which (a) have a
..................................................................... minimum denomination of less than 100,000 (or equivalent in another
currency) or (b) carry the right to acquire shares (or transferable
securities equivalent to shares) issued by the Issuer or by any entity to
whose group the Issuer belongs. Subject thereto, Notes will be issued in
such denominations as may be specified in the relevant Final Terms,
subject to compliance with all applicable legal and/or regulatory and/or
central bank requirements.
Negative Pledge
The Notes will have the benefit of a negative pledge as described in
..................................................................... Condition 6 (Negative Pledge).
Cross Default
The Notes will have the benefit of a cross default as described in
..................................................................... Condition 13 (Events of Default).
Use of Proceeds
An amount equivalent to the net proceeds of the issue of each Tranche
..................................................................... of Notes will be applied by the Issuer for its general corporate purposes
and/or the general corporate purposes of the members of the Guarantor's
group, as well as for any other purpose as specified in the applicable
Final Terms, including to finance and/or refinance, in whole or in part,
existing and/or new Eligible Projects as defined in the "General
Information" section.
Taxation
All payments in respect of Notes will be made free and clear of
..................................................................... withholding taxes of the United Kingdom or the Hellenic Republic, as
the case may be, unless the withholding is required by law. In that event,
the Issuer or, as the case may be, the Guarantor will (subject as provided
in Condition 12 (Taxation)) pay such additional amounts as will result
in the Noteholders receiving such amounts as they would have received
in respect of such Notes had no such withholding been required.
5

Governing Law
The Notes and any non-contractual obligations arising out of or in
..................................................................... connection with the Notes will be governed by, and shall be construed
in accordance with, English law.

In the case of Global Notes, investors' rights against the Issuer will be
supported by a Deed of Covenant executed by the Issuer and dated
18 January 2011 (the "Deed of Covenant"), a copy of which will be
available for inspection at the specified office of the Fiscal Agent.
Selling Restrictions
For a description of certain restrictions on offers, sales and deliveries of
..................................................................... Notes and on the distribution of offering material in the United States,
the European Economic Area, the United Kingdom, Singapore, Japan
and Belgium.
See "Subscription and Sale".
6

RISK FACTORS
The following factors may affect the ability of the Issuer and the Guarantor to fulfil their obligations in respect of Notes
issued under the Programme. All of these factors are contingencies, which may or may not occur and neither the Issuer
nor the Guarantor is in a position to express a view on the likelihood of any such contingency occurring. In each category
the most material risks, in the assessment of the Issuer and the Guarantor, taking into account the negative impact on the
Issuer, the Guarantor and the Notes are presented first. Prior to making an investment decision, prospective purchasers
of the Notes should carefully consider, along with the other matters referred to in this Base Prospectus, the following
risks associated with an investment in securities issued by the Issuer specifically, which the Issuer and the Guarantor
believe are material for the purpose of assessing the market risks associated with Notes issued under the Programme.
Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their
own views prior to making any investment decision. Prospective investors should also consult their own financial and
legal advisers about risks associated with an investment in any Notes issued under the Programme and the suitability of
investing in such Notes in light of their particular circumstances, without relying on the Issuer, the Guarantor or the
Dealers. Investors are advised to make, and will be deemed by the Dealers, the Issuer and the Guarantor to have made,
their own investigations in relation to such factors before making any investment decisions in relation to the Notes.
Factors which are material to the Guarantor
1. Risks related to the Issuer
The Issuer is a subsidiary of the Guarantor.
The Issuer is a 100% subsidiary of the Guarantor, and its principal activity is to borrow and raise funds from the market
and otherwise for the benefit of the Guarantor, which is incorporated in Greece, as well as other subsidiaries of the
Guarantor. The Issuer's profits stem from the difference between interest received from the Guarantor and the Group and
interest paid to the bondholders and other lenders. Accordingly, the Issuer is dependent on the creditworthiness standing
of the Guarantor and its subsidiaries and, consequently, any risk factors affecting the Guarantor's and its subsidiaries'
ability to meet their respective financial obligations also affect the Issuer and should be read accordingly.
The withdrawal by the United Kingdom from the European Union could adversely affect the Issuer.
The United Kingdom ("UK") withdrew from the EU on 31 January 2020 (commonly referred to as "Brexit"), subject to
a transition period, during which most of EU rules and regulations continued to apply to and in the UK. In accordance
with Article 50 of the Withdrawal Agreement executed between EU and UK on 19 October 2019, the transition period
expired on 31 December 2020. The UK, EU and European Atomic Energy Community on 30 December 2020 entered
into a Trade and Cooperation Agreement that came into force on 1 January 2021 which establishes the basis for a broad
relationship between the parties, including free trade rules and cooperation mechanisms in a range of policy areas. The
Trade and Cooperation Agreement has not yet been formally ratified by the European Parliament, with the deadline to do
so being 30 April 2021. If the European Parliament does not ratify the Trade and Cooperation Agreement and provisional
application of the agreement is not extended, then the trade deal would cease to apply, leaving the UK and the EU to trade
on World Trade Organisation ("WTO") terms.
Brexit could adversely affect economic or market conditions in Europe and could contribute to instability in the global
financial markets. Due to the on-going political uncertainty as regards the structure of the future relationship between the
UK and the EU, the precise impact on the Issuer is difficult to determine. Despite the fact that the Group does not have
substantial operations in the UK, the Issuer is incorporated in the UK and, as such, is subject to any legal or regulatory
changes that may be introduced in the UK.
2. Risks related to the Guarantor's business activities and industry
There is increased competition in wholesale services and the Guarantor's wholesale customers may face financial
difficulties, which could, in turn, affect the Guarantor.
Wholesale activities are subject to a significant degree of regulation, in particular, with respect to the tariffs the Guarantor
charges for the relevant services. The Hellenic Telecommunications and Post Commission ("HTPC" or "EETT") may
reduce the tariffs that the Guarantor is allowed to charge to its competitors. The Guarantor's customers for wholesale
services are mainly alternative providers of telecommunications services, which could make significant investments in
developing their own infrastructure with a view to reducing their reliance on, and use of, the Guarantor's own network
infrastructure, which will, in turn, result in a decrease in the wholesale services provided by the Guarantor.
Certain of the Guarantor's customers for wholesale services also face increased competition with respect to the tariffs for
the services they provide, as well as significant capital expenditure requirements to develop their own networks and, to
7