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OTE PLC (Incorporated with Limited Liability in England and Wales)

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OTE PLC (Incorporated with Limited Liability in England and Wales) INFORMATION MEMORANDUM 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) EURO 2,500,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME ___________________________________ Under this Euro 2,500,000,000 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 and the relevant Dealer (as defined below). The Notes will have the benefit of an unconditional and irrevocable guarantee by Hellenic Telecommunications Organization S.A. (the “Guarantor”). This Information Memorandum supersedes and replaces the previous Information Memorandum dated 29 July 2003. The maximum aggregate principal amount of Notes outstanding at any one time under the Programme will not exceed Euro 2,500,000,000 (or the equivalent in other currencies) (and, for this purpose, any Notes denominated in any other currency shall be translated into Euro 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 one 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 “Summary 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 Information Memorandum 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. Application has been made to list Notes issued under the Programme described in this Information Memorandum during the period of twelve months after the date hereof on 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 Pricing Supplement (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). 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 supplementary Information Memorandum, if appropriate, will be made available, which will describe the effect of the agreement reached in relation to such Notes. Arranger DEUTSCHE BANK Dealers Alpha Bank Goldman Sachs International Citigroup JPMorgan Credit Suisse First Boston Merrill Lynch International Deutsche Bank Morgan Stanley Dresdner Kleinwort Wasserstein NBG International EFG Eurobank Ergasias S.A. 19 November 2004 TABLE OF CONTENTS IMPORTANT NOTICES .......................................................................................................... 3 DOCUMENTS INCORPORATED BY REFERENCE .............................................................. 5 SUPPLEMENTARY INFORMATION MEMORANDUM............................................................ 5 SUMMARY OF PROGRAMME................................................................................................ 6 FORMS OF THE NOTES AND TRANSFER RESTRICTIONS RELATING TO U.S. SALES .. 10 TERMS AND CONDITIONS OF THE NOTES ........................................................................ 21 FORM OF PRICING SUPPLEMENT ...................................................................................... 47 DESCRIPTION OF THE ISSUER............................................................................................ 56 DESCRIPTION OF THE GUARANTOR .................................................................................. 61 TAXATION................................................................................................................................ 151 SUBSCRIPTION AND SALE .................................................................................................. 155 GENERAL INFORMATION ...................................................................................................... 158 2 IMPORTANT NOTICES Each of OTE PLC (the “Issuer") and Hellenic Telecommunications Organization S.A. (the “Guarantor”) accepts responsibility for the information contained in this document 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 Information Memorandum should be read and construed together with any amendments or supplements hereto and with any other documents incorporated by reference herein and, in relation to any Tranche (as defined herein) of Notes, should be read and construed together with the relevant Pricing Supplement (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 Information Memorandum (including for this purpose, each relevant Pricing Supplement) 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 Information Memorandum 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 authorized to give any information or to make any representation not contained in or not consistent with this Information Memorandum 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 authorized 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 Information Memorandum. Neither the delivery of this Information Memorandum or any Pricing Supplement nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in this Information Memorandum is true subsequent to the date hereof or the date upon which this Information Memorandum 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 Information Memorandum 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 Information Memorandum and any Pricing Supplement and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum or any Pricing Supplement 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 Information Memorandum or any Pricing Supplement 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, Notes have not been and will not be registered under the United States 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 U.S. persons. Notes may be offered and sold outside the 3 United States in reliance on Regulation S under the Securities Act (“Regulation S”) and 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
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