Obligation OTE Group 4.375% ( XS1327539976 ) en EUR

OTE Group

100 % ▼

Grece

XS1327539976 ( en EUR )

4.375% par an ( paiement annuel )

01/12/2019 - Obligation échue

Prospectus brochure de l'obligation OTE PLC XS1327539976 en EUR 4.375%, échue

100 000 EUR

350 000 000 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'Obligation émise par OTE Group ( Grece ) , en EUR, avec le code ISIN XS1327539976, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/12/2019

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 (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 `Overview 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" shall, 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, ICE 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 "Benchmarks Regulation") and EMMI does not appear on such register. As far as the
Issuer and the Guarantor are aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that EMMI is not currently required to obtain authorisation
or registration (or, if located outside the EU, recognition, endorsement or equivalence).
This Base Prospectus constitutes a base prospectus in respect of non-equity securities within the meaning of Art. 22 N° 6(4) of Commission Regulation (EC) N° 809/2004 of 29
April 2004, as amended (the "Prospectus Directive Regulation") and within the meaning of Article 5.4(a) of Directive 2003/71/EC of 4 November 2003, as amended or
superseded (the "Prospectus Directive").
Application has been made to the Commission de Surveillance du Secteur Financier ("CSSF") in its capacity as competent authority under the Luxembourg Act dated 10 July
2005 relating to prospectuses for securities (the "Luxembourg Law on Prospectuses for Securities") to approve this Base Prospectus as a base prospectus. 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 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 not established in the EEA but endorsed by a CRA which is established in
the EEA and registered under the CRA Regulation or (3) issued by a credit rating agency which is not established in the EEA but which is certified under the 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. 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.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS TO BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE NOTES.
Investors should note that the CSSF gives no undertaking as to the economic or financial soundness of any transaction contemplated by this Base Prospectus or the quality or
solvency of the Issuer in accordance with the provisions of Article 7(7) of the Luxembourg Law on Prospectuses for Securities implementing the Prospectus Directive.
Arranger
HSBC
Dealers
Alpha Bank
Eurobank Ergasias S.A
BNP PARIBAS
Goldman Sachs International
BofA Merrill Lynch
HSBC
Citigroup
Morgan Stanley
Credit Suisse
National Bank of Greece
Deutsche Bank
Piraeus Bank S.A
The date of this Base Prospectus is 10 April 2019.

TABLE OF CONTENTS
TABLE OF CONTENTS .................................................................................................................................................... i
IMPORTANT NOTICES ................................................................................................................................................... ii
SUPPLEMENT TO THE BASE PROSPECTUS............................................................................................................... v
RISK FACTORS ................................................................................................................................................................ 1
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................................... 23
OVERVIEW OF THE PROGRAMME ........................................................................................................................... 24
INFORMATION INCORPORATED BY REFERENCE ................................................................................................ 29
FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES ................................... 31
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................. 40
FORM OF FINAL TERMS .............................................................................................................................................. 66
DESCRIPTION OF THE ISSUER ................................................................................................................................... 76
DESCRIPTION OF THE GUARANTOR ....................................................................................................................... 78
TAXATION ................................................................................................................................................................... 112
SUBSCRIPTION AND SALE ....................................................................................................................................... 116
GENERAL INFORMATION ......................................................................................................................................... 120
i

IMPORTANT NOTICES
Each of the Issuer and the Guarantor accepts responsibility for the information contained in this document
and the Final Terms for each tranche of Notes issued under the Programme, and, to the best of the
knowledge and belief of each of the Issuer and the Guarantor (each of which has taken all reasonable care
to ensure that such is the case), the information contained in this document is in accordance with the facts
and does not omit anything likely to affect the import of such information.
This Base Prospectus should be read and construed together with any supplements hereto and, in relation
to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Final
Terms (as defined herein).
The Issuer and the Guarantor, having made all reasonable enquiries, have confirmed to the Dealers named
under "Subscription and Sale" below that the information contained in this Base Prospectus (including for
this purpose, each relevant Final Terms) with regard to the Issuer, the Guarantor and the Guarantor's
subsidiaries is true and accurate in all material respects and is not misleading; that any opinions or
intentions expressed herein with respect to the Issuer, the Guarantor, the Guarantor and its consolidated
subsidiaries and the Notes are honestly held; that this Base Prospectus does not omit to state any other fact
necessary to make such information, opinions or intentions (with respect to the Issuer, the Guarantor or the
Notes) not misleading in any material respect; and that all reasonable enquiries have been made to
ascertain all facts material for the purposes aforesaid.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other document entered into in relation to the Programme
or any information supplied by the Issuer or the Guarantor or such other information as is in the public
domain and, if given or made, such information or representation should not be relied upon as having been
authorised by the Issuer, the Guarantor or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and
none of the Dealers and any of their respective affiliates makes any representation or warranty or accepts
any responsibility as to the accuracy or completeness of the information contained in this Base Prospectus.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Note shall, in any circumstances, create any implication that the information contained in this Base
Prospectus is true subsequent to the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that there has been no adverse change, or any event reasonably
likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the
Guarantor since the date thereof or, if later, the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection with the
Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
or any Final Terms comes are required by the Issuer, the Guarantor and each of the Dealers to inform
themselves about and to observe any such restrictions. For a description of certain restrictions on offers,
sales and deliveries of Notes and on the distribution of this Base Prospectus or any Final Terms and other
offering material relating to the Notes, see "Subscription and Sale" and "Form of Notes and Transfer
Restrictions relating to U.S. Sales". In particular, the Notes have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") and are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United
States or to, or for the account or benefit of, U.S. persons. Notes may be offered and sold outside the
United States to persons who are not U.S. Persons in reliance on Regulation S under the Securities Act
("Regulation S") and, in the case of Registered Notes, in the United States to qualified institutional buyers
(as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective
purchasers of Notes are hereby notified that a seller of Notes may be relying on the exemption from the
registration requirements of Section 5 of the Securities Act provided by Rule 144A.
Neither this Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or
purchase any Notes and is not intended to provide the basis of any credit or other evaluation and should
ii

not be considered as a recommendation by the Issuer, the Guarantor, the Dealers or any of them that any
recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each
recipient of this Base Prospectus or any Final Terms should determine for itself the relevance of the
information contained in this Base Prospectus and shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer and the Guarantor.
In this Base Prospectus, unless otherwise specified, references to "U.S.$", "U.S. dollars" or "dollars" are
to United States dollars, references to "£" are to pounds sterling and references to "EUR", "" or "Euro"
are to the currency introduced at the start of the third stage of European economic and monetary union, and
as defined in Article 2 of Council Regulation (EC) 974/98 of 3 May 1998 on the introduction of the
euro, as amended.
Certain figures included in this Base Prospectus have been subject to rounding adjustments; accordingly,
figures shown for the same category presented in different tables may vary slightly and figures shown as
totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
This Base Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
European Economic Area, which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that
Relevant Member State, from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer in that Relevant Member State of Notes which are the subject
of an offering contemplated in this Base Prospectus as completed by Final Terms in relation to the offer of
those Notes may only do so in circumstances in which no obligation arises for the Issuer, the Guarantor or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer, the Guarantor nor any Dealer have authorised, nor do they authorise, the making of any
offer of Notes in circumstances in which an obligation arises for the Issuer, the Guarantor or any Dealer to
publish or supplement a prospectus for such offer.
IN CONNECTION WITH THE ISSUE OF NOTES IN ANY SERIES OR TRANCHE UNDER THE
PROGRAMME, A DEALER OR DEALERS (IF ANY) ACTING AS THE STABILISATION
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISATION MANAGER(S))
MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES IN SUCH SERIES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE RELEVANT SERIES OF NOTES
IS MADE AND, IF BEGUN, MAY CEASE AT ANYTIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT SERIES OF NOTES
AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT SERIES OF
NOTES. ANY STABILISATION ACTION OR OVER ALLOTMENT SHALL BE CONDUCTED IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
MIFID II product governance / target market - The Final Terms in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of
the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering,
selling or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID
Product Governance Rules.
PRIIPs / IMPORTANT - EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in
iii

the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the
meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
Notification under Section 309B of the Securities and Futures Act (Chapter 289 of Singapore), as
modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018")  Unless otherwise specified
before an offer of Notes, the Issuer has determined, and hereby notifies all relevant persons (as defined in
section 309A(1) of the SFA), that all Notes issued or to be issued under the Programme shall be "prescribed
capital markets products" (as defined in the CMP Regulations 2018) and "Excluded Investment Products" (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
HSBC Bank plc will not regard any actual or prospective holders of Notes (whether or not a recipient of this
Base Prospectus and/or the relevant Final Terms) as their client in relation to any issue of Notes described in the
relevant Final Terms when read together with this Base Prospectus and will not be responsible to anyone other
than the Issuer for providing the protections afforded to its clients nor for providing the services in relation to
any issue of Notes described in the relevant Final Terms when read together with this Base Prospectus or any
transaction or arrangement referred to herein or therein. Each of the Dealers reserves the right to determine
whether or not any actual or prospective holders of Notes are to be regarded as its clients in relation to any such
issue of Notes at the relevant time of such issue of Notes.
iv

SUPPLEMENT TO THE BASE PROSPECTUS
The Issuer and the Guarantor have undertaken, in connection with the listing of the Notes on the Luxembourg Stock
Exchange and pursuant to Article 13 of the Luxembourg Law on Prospectuses for Securities, that if there shall occur a
significant factor, material mistake or inaccuracy relating to the information included in this Base Prospectus, the Issuer
will prepare or procure the preparation of a supplement to this Base Prospectus or, as the case may be, publish a new
Base Prospectus, for use in connection with any subsequent issue by the Issuer of Notes to be listed on the Luxembourg
Stock Exchange and in accordance with Article 13 of the Luxembourg Law on Prospectuses for Securities.
v

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. 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 could be 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.
Risk Factors relating to the Guarantor
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,
accordingly, a number of these customers are highly leveraged in order to fund their capital expenditure. The financial
difficulties that these telecommunications providers already face, or may face in the future, especially exacerbated by
the current economic and financial conditions in Greece, may lead to increases in the Guarantor's bad debt provisions.
The Guarantor cannot be certain that it will not have to increase its provisions for bad debts relating to debts owed by
alternative operators facing financial difficulties, especially in the event that macroeconomic conditions in Greece do
not improve or deteriorate further. Loss of wholesale business or potential financial difficulties faced by the Guarantor's
wholesale customers could have a material adverse effect on the Guarantor's business, results of operations, financial
condition and prospects.
If the Guarantor does not respond promptly and efficiently to increased competitive pressures, its market share in
Greek fixed-line services may decline further.
Since the liberalisation of the Greek telecommunications market in 2001, the Guarantor has faced, and continues to
face, competitive pressures in the provision of domestic and international fixed-line services. As a result of the
migration of certain of the Guarantor's customers to its competitors, the Guarantor has experienced a gradual decline in
its share of the Greek market for voice fixed- line services, in terms of both numbers of subscribers and voice traffic.
The Guarantor expects competition in the Greek telecommunications market to continue to intensify as a result of a
number of factors, including regulatory developments, improvements to competitors' infrastructure, competitors having
exclusive infrastructure in certain areas and continuing consolidation of market shares, including planned and potential
efforts of the Guarantor's competitors (in particular, Vodafone Greece and Wind Hellas) to strengthen their position in
the fixed-line market.
The competitive landscape in the market has continued to evolve following a number of mergers and acquisitions and
strategic alliances between fixed-line and mobile operators. Such evolution has led to the creation of a number of strong
market players to compete with the Guarantor on equal or better terms. Vodafone Greece and Wind Hellas are the
Guarantor's major competitors for the provision of combined fixed-line and mobile services in the Greek market.
Recent adverse economic conditions have fostered further consolidation in the market, which have affected corporate
and individual expenditure on fixed-line services, as well as recent trends in the electronic communications sector of
bundling services to make them more attractive, in line with the decreasing average income in Greece.
1

In 2016, Vodafone Greece and Wind Hellas signed a memorandum of understanding in respect of the common
deployment of fixed Next Generation Access ("NGA") network. They are also continuing to leverage on their network
sharing agreement through "Victus Networks", a joint venture established in 2014.
In January 2018, Vodafone announced the acquisition of Cyta Hellas for a total enterprise value of 118 million,
enhancing its scale mainly in the fixed line business and building on the acquisition and integration of Hellas Online.
The acquisition was formally completed in July 2018 after obtaining the approval of the EETT.
In September 2017, Vodafone enriched its PAY -TV offering by entering into an agreement with Forthnet, to resell on
wholesale basis NOVA sports premium content over the IP platform. Wind Hellas also entered into a similar
arrangement with Forthnet, and began reselling on wholesale basis NOVA sports premium content over IP based
platform in April 2018.
Forthnet is currently a provider of PAY TV and fixed telecommunication services and, following the EETT decision in
January 2019 in respect of mobile virtual networks operators ("MVNO"), it has requested to become an MVNO. In
November 2017, a sale process was launched by Piraeus Bank, National Bank, Alpha Bank and Attica Bank in respect
of a 32.7% stake in Forthnet. In October 2018 a consortium comprising Wind Hellas and Vodafone submitted a formal
offer, with a rival offer submitted by Antenna Group. In January 2019, Piraeus Bank, National Bank of Greece, Alpha
Bank and Attica Bank, subsequently increased their joint stake in Forthnet to approximately 36.0%. The Forthnet sale
process is currently ongoing, and the sellers have entered into exclusive talks with the Vodafone-Wind consortium.
The development of broadband services and offerings of television subscription services have also become, and the
Guarantor expects them to continue to be, an increasingly important part of telecommunications operators' offerings in
the mid-term future. In addition, competition access lines have also increased in recent years (reaching 2.1 million as at
31 December 2018, a 0.5% increase as compared to 31 December 2017), demonstrating the effect of such offerings on
the market.
As the Guarantor's competitors expand or converge their business operations in fixed, mobile, broadband and television
services, they may benefit from a larger customer base, increasing economies of scale and opportunities for synergies
which could enhance their ability to compete effectively with the Guarantor in the Greek telecommunications market.
At the same time, the Guarantor is subject to certain regulatory restrictions, which may limit its ability to offer fixed
services on the same competitive terms. See "--Regulatory and competitive pressures affect the Guarantor's ability to
set competitive retail and wholesale tariffs".
As a result of the above, the Guarantor's market shares in both the business and residential market sectors may decline
further in coming years. The Guarantor also expects to face increasing pressure to further reduce prices, further enhance
the quality of its network, adopt more efficient technologies, improve the level of its services, reduce costs (to the extent
permitted (see "--Regulatory and competitive pressures affect the Guarantor's ability to set competitive retail and
wholesale tariffs") and promote customer satisfaction. If the Guarantor does not respond to these pressures promptly
and efficiently, its market share may decline, which could have a material adverse effect on the Guarantor's business,
results of operations, financial condition and prospects.
As alternative telecommunications operators extend their own networks, they are expected to improve the quality of
their services and become more competitive.
A number of telecommunications operators in Greece, including both fixed-line and mobile operators have developed
and extended their own networks in order to expand their customer bases. Furthermore, based on the relevant HTPC
provisions as regards the introduction of Very High Bitrate Digital Subscriber Line ("VDSL") Vectoring in the access
network, Vodafone and Wind are deploying NGA networks in various areas. The Guarantor expects that, as these
operators continue to compete and further reduce their prices, the services offered by such competitors, including the
number of unbundled local loops, will increase and their operating costs will decrease, as a result of increased
economies of scale, making such companies more competitive. Current market conditions may also lead to the merger
of certain of the Guarantor's competitors, which will, in turn, increase the network resources available to the combined
operator. See "--Additional risk factors relating to Mobile Telephony--Cooperation of Cosmote's competitors could
affect Cosmote's performance which could, in turn, materially adversely affect the Guarantor's business, results of
operations, financial condition and prospects." The expansion or combination of the operators' own networks may
result in a reduction on their reliance on leasing capacity from the Guarantor's network and, in particular, its wholesale
services, such as leased lines and wholesale broadband services. As a result, other participants in the market may
become more competitive. This could have a material adverse effect on the Guarantor's market share, or on its revenues
and its profitability, any of which, in turn, could have a material adverse effect on its business, results of operations,
financial condition and prospects.
The Guarantor may be unable to implement new technologies and launch new products in a timely and cost-efficient
manner or to penetrate new markets in a timely manner in response to technological advances, changing market
conditions or customer requirements.
2

The telecommunications industry is subject to rapid technological changes. Advances in telecommunications and
information technology have in the past created, and may in the future continue to create, alternatives to fixed-line
transmission based on switching or may facilitate the provision of telecommunications services that circumvent
conventional tariff structures. The Guarantor expects that new products and technologies will continue to emerge and
that existing products and technologies will further develop. Although not yet fully realised, the current trend towards
convergence of the telecommunications, broadcasting and information technology services may also affect further
developments.
Changing technology intensifies competition for operators of fixed-line and mobile networks, including the Guarantor
and its wholly-owned subsidiary, Cosmote Mobile Telecommunications S.A. ("Cosmote"), as existing and new
competitors develop or adopt new or advanced technologies and compete in terms of service quality and pricing. The
Guarantor also faces competition with the emergence of "over the top" ("OTT") competitors. The Guarantor may be
required to deploy new technologies rapidly if, for example, customers begin demanding enhanced features, such as
increased bandwidth, or if one of its competitors decides to emphasize a newer technology in its marketing. In
particular, with respect to OTT services, services such as Skype, Google Hangouts, FaceTime, Instagram, Viber, and
Facebook Messenger, are capable of providing mobile data-only users with mobile voice, messaging and video services
and providing fixed broadband-only users with fixed telephony and video services. These services are provided over the
Guarantor's network and may lead to the Guarantor losing revenue streams from its existing customers, as well as a
concurrent increase in network load, which would require additional investments in order to secure the quality of
service. An increase in the penetration of such OTT services could have a material adverse effect on the Guarantor's
business, results of operations, financial condition and prospects.
The Guarantor is already using, or plans to implement, several new technologies in its network and in its new service
offerings. The Guarantor cannot, however, be certain that it may continue to have cost-efficient access to know-how for
such modern technologies, or that it will be able to implement them as quickly, or as effectively as its competitors.
Furthermore, as new technologies develop, difficulties in accessing such new technologies or competitive pressures
may force the Guarantor to implement these technologies at a substantial cost. For example, the rollout of Fibre to
Home ("FTTH"), if required, could cost substantially more than current expectations or historical capital expenditure
and therefore reduce the Guarantor's free cash-flow.
The Guarantor cannot predict with any accuracy the effect of technological changes on its business or on its ability to
provide competitive services.
Any failure of the Guarantor to introduce its new products and services in a timely and efficient manner under evolving
market conditions, to take advantage of the recent expansion and upgrade of its network or to effectively respond to
competition from new technologies could have a material adverse effect on its business, results of operations, financial
condition and prospects.
The Guarantor's commercial success in the introduction of technologically advanced services, such as VDSL vectoring
and FTTH now being offered, depends on a number of factors, including:
·
sufficient demand from the Guarantor's existing and potential customers to offset its past and anticipated
investment in these services;
·
the Guarantor's success in identifying and implementing in a timely manner appropriate technologies that may
allow it to respond efficiently to its customers' needs and to its competitors' alternative technologies and its
ability to continue investing on an incremental basis with a view to securing increased capacity and better quality
of service with its existing infrastructure;
·
the Guarantor's ability to compete effectively with other providers of these services;
·
the Guarantor's ability to timely reformulate its policies to conform to market conditions and needs; and
·
the Guarantor's ability to operate as a one-stop-shop, integrating telecommunications, hardware, and software
services into a single offer, depending on different customer needs.
The absence of, or the Guarantor's failure in, any one or more of these factors, could materially adversely affect the
Guarantor's business, results of operations, financial condition and prospects.
Macroeconomic conditions in Greece and the Greek fiscal position have deteriorated markedly.
The Guarantor and its consolidated subsidiaries (the "Group") derive the majority of its revenues from Greece (75.5%
in 2018 and 74.4% in 2017 (excluding Telecom Albania)) and the majority of its operations are located in Greece. Since
late 2008 and, in particular, since early 2010, the Greek economy has encountered and continues to encounter
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significant fiscal challenges and structural weaknesses. See "Description of the Guarantor--Recent Macroeconomic
Events Affecting Greece". While a recovery is underway, Greece is facing economic crisis legacies resulting from its
significant fiscal deficits and high levels of borrowing. According to statistics published by the International Monetary
Fund (the "IMF"), public debt as a percentage of GDP was 188.1% as at 31 December 2018 and 181.8% as at 31
December 2017 and is forecast to be 177.1% in 2019. The political, economic and budgetary challenges faced by
Greece with respect to the public debt burden and weakening economic prospects led to sequential ratings downgrades
during 2010, 2011 and 2012 by the international rating agencies, although such ratings have since been upgraded and
the ratings currently assigned to Greece as at the date of this Base Prospectus are B+ (positive) by S&P Global Ratings
and B1 (stable) by Moody's Investors Services.
The Greek economy re-entered recession in 2015, following a mild recovery in 2014. In July 2018, the IMF concluded
its 2018 Article IV consultation noting that "following a deep and protracted contraction, growth has finally returned to
Greece".
On 28 June 2015, capital controls were imposed in Greece, which currently include monthly limits on ATM
withdrawals made abroad and restrictions on payments abroad, including payments by the Guarantor. Capital controls
were subsequently eased in 2017 and again in October 2018 but remain in place. Although the Guarantor has thus far
not been materially affected by any such issues, there can be no guarantee that it will not be so affected in the future in
respect of either its own or customers' finance. While it is expected that capital controls may be eased further during
2019, it is uncertain how long Greece will continue to maintain capital controls. While capital controls are in place, the
Guarantor's and its customers' liquidity may be affected.
Following negotiations, the third economic adjustment programme for Greece (the "Third EAP") started on 19 August
2015 and ran until 20 August 2018. In total, Greece received disbursements of 61.9 billion of financial assistance out
of a possible 86 billion under the programme provided by the European Stability Mechanism ("ESM"). The conditions
for receiving financial assistance included the implementation by Greece of a number of measures and reforms in order
to address economic challenges. The overall aim of the programme was to secure a return to sustainable economic
growth in Greece, and the programme was monitored by the European Commission, in liaison with the ECB, ESM and
IMF.
A first disbursement of funds of the amount of 13 billion was made on 20 August 2015 following signature of the
memorandum of understanding. The first review of the programme was completed in June 2016, paving the way for the
release of the 2nd tranche of financial assistance, amounting to 10.3 billion. The second review of the programme was
completed in June 2017, permitting the disbursement of the third tranche of the financial assistance available for Greece
under the programme in the amount of 8.5 billion. The third review of the Third EAP was completed on 12 March
2018, and a fourth tranche of 6.7 billion was authorized on 27 March 2018 and disbursed in two stages (5.7 billion
was disbursed on 28 March 2018 and 1 billion was disbursed on 15 June 2018). The ESM disbursed a fifth and final
tranche of 15 billion on 6 August 2018, of which 9.5 billion will be used to build up Greece's international reserves
and 5.5 billion will be used for debt service.
In June 2018, the Eurogroup commended Greek authorities for the completion of all agreed actions of the final review
of the Third EAP and agreed to provide additional debt relief and supported the implementation of an enhanced post-
programme surveillance framework. The IMF confirmed its continued involvement in Greece in the post-programme
surveillance framework alongside the European institutions.
Negative macroeconomic trends may continue in the near future to affect the levels of disposable income and spending
of individuals and corporations in Greece. It remains uncertain whether the fiscal consolidation programme previously
adopted or measures to be adopted in the future will be successful in the medium- or long-term in reversing the negative
macroeconomic trends prevailing in Greece. If Greece is required to adopt further restrictive fiscal measures or is
unable to ease current fiscal measures, it may have a further adverse impact on prospects for economic growth and
disposable income in Greece, and no assurance can be given that Greece will be able to serve its sovereign debt.
Moreover, the Greek economy may not achieve the robust growth that is necessary to improve conditions for foreign
direct investment and the availability of funding from the capital markets. Notwithstanding the post-Third EAP
surveillance framework, the Greek economy will continue to be affected by the credit risk of other countries in the EU,
the creditworthiness of commercial counterparties internationally and the repercussions arising from changes to the
European institutional framework, which may contribute to continuing investor concerns regarding Greece's capacity to
honour its financial commitments.
Further reductions in disposable income and consumer spending as a result of the deterioration of macroeconomic
conditions may result in (i) the Guarantor's corporate clients further restricting technology and telecommunications
spending and (ii) its residential customers of telecommunications services (such as, fixed-line and mobile telephony,
internet and television) further reducing spending for these services or turning to lower price alternatives that may be
offered by the Guarantor's direct and indirect competitors. This could have a material adverse effect on the Guarantor's
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