ΟΡΓΑΝΙΣΜΟΣ ΣΙ ΗΡΟ ΡΟΜΩΝ ΕΛΛΑ ΟΣ. HELLENIC RAILWAYS (OSE - ORGANISMOS SIDIRODROMON ELLADOS) (incorporated in the Hellenic Republic)

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1 OFFERING MEMORANDUM ΟΡΓΑΝΙΣΜΟΣ ΣΙ ΗΡΟ ΡΟΜΩΝ ΕΛΛΑ ΟΣ HELLENIC RAILWAYS (OSE - ORGANISMOS SIDIRODROMON ELLADOS) (incorporated in the Hellenic Republic) (430,000, per cent. Guaranteed Notes due 2013 guaranteed by The Hellenic Republic Issue Price: per cent. The (430,000, per cent. Notes due 2013 (the Notes ) of Hellenic Railways (OSE Organismos Sidirodromon Ellados) (the Issuer or OSE ) will be issued in bearer form in the denomination of (1,000 and with the benefit of an irrevocable guarantee of The Hellenic Republic (the Republic ). Interest on the Notes is payable annually in arrear on 2 April in each year. Payments on the Notes will be made without deduction for, or on account of, taxes in the Hellenic Republic to the extent described under Terms and Conditions of the Notes Taxation. Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes mature on 2 April The Notes are subject to redemption in whole, at their principal amount, together with accrued interest, at the option of the Issuer on any interest payment date in the event of certain changes affecting taxes of the Hellenic Republic and may be redeemed at the option of the holder of any Note on any interest payment date following the cessation of the Republic s membership of the International Monetary Fund or if the Guarantee becomes unenforceable or ceases to be in full force and effect for any reason, all, as further described in Terms and Conditions of the Notes Redemption and Purchase. The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be deposited on or about 2 April 2003 (the Closing Date ) with a depositary common to Euroclear Bank S.A./N.V. as operator of the Euroclear System ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream Luxembourg ). The Temporary Global Note will be exchangeable, in whole or in part, for a Permanent Global Note, without interest coupons, which will be deposited with a depositary common to Euroclear and Clearstream Luxembourg on or after a date which is expected to be 12 May 2003 upon certification as to non-us beneficial ownership. The Permanent Global Note will be exchangeable, in whole but not in part, for definitive Notes in bearer form in the denomination of (1,000 in the limited circumstances set out in such Permanent Global Note. See Summary of Provisions relating to the Notes in Global Form. Banca IMI DEPFA BANK Lehman Brothers Dated: 28 March 2003

2 Hellenic Railways (OSE Organismos Sidirodromon Ellados) (the Issuer or OSE ) and The Hellenic Republic (the Guarantor or the Republic ) having made all reasonable enquiries each confirms that this document contains all information with respect to the Issuer, the Guarantor and the Notes which is material in the context of the issue and offering of the Notes, the statements contained in it relating to the Issuer, the Guarantor and the Notes are in every material particular true and accurate and not misleading, the opinions and intentions expressed in this document with regard to the Issuer, the Guarantor and the Notes are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, there are no other facts in relation to the Issuer or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this document misleading in any material respect and all reasonable enquiries have been made by the Issuer and the Guarantor to ascertain such facts and to verify the accuracy of all such information and statements. This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Guarantor or the Managers (as defined in Subscription and Sale below) to subscribe for or purchase, any of the Notes. The distribution of this Offering Memorandum and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer, the Guarantor and the Managers to inform themselves of any such restrictions. For a description of certain further restrictions on offers and sales of Notes and the distribution and issue of this Offering Memorandum and other documents, see Subscription and Sale below. No person is authorised to give any information or to make any representation not contained in this Offering Memorandum and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Issuer, the Guarantor or any of the Managers. The delivery of this Offering Memorandum at any time does not imply that the information contained in it is correct as at any time subsequent to its date. The 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 US tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to US persons. Unless otherwise specified or the context requires, references to ( and Euro are to the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community (as amended from time to time), references to GRD, Drachma and Greek Drachma are to the euro unit used in the Hellenic Republic and references to $, US$ or US dollars are to the lawful currency of the United States. References to billions are to thousands of millions. In connection with this issue, Lehman Brothers International (Europe) or any agent of his may over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. However, there is no obligation on Lehman Brothers International (Europe) or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. 2

3 INCORPORATION BY REFERENCE The consolidated financial statements of the Issuer for the year ended 31 December 2001 and 31 December 2000 are incorporated by reference in this Offering Memorandum. Copies of those accounts are available, free of charge during normal business hours, at the specified office of each of the Paying Agents as described in General Information below. TABLE OF CONTENTS Page TERMS AND CONDITIONS OF THE NOTES... 4 USE OF PROCEEDS SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM CAPITALISATION OF THE ISSUER HELLENIC RAILWAYS (OSE ORGANISMOS SIDIRODROMON ELLADOS) Page FINANCIAL STATEMENTS AUDITORS REPORT SUBSCRIPTION AND SALE TAXATION EUROPEAN UNION CONSIDERATIONS GENERAL INFORMATION

4 TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions substantially in the form in which they will be endorsed on the Notes: The issue of the (430,000, per cent. Guaranteed Notes due 2013 (the Notes ) by Hellenic Railways (OSE Organismos Sidirodromon Ellados) (the Issuer ) guaranteed by The Hellenic Republic (the Guarantor ) was authorised by a resolution of the board of directors of the Issuer numbered 3193, dated 19 March The Guarantee (as defined below) was authorised by a resolution at the Session of the Interministerial Committee of Article 5 of Law 2322/1995 dated 26 March 2003 (No. 2/10258/0025) of the Guarantor. The Guarantor has entered into a Guarantee with respect to the Notes dated on or about 28 March 2003 (the Guarantee ). A fiscal agency agreement dated 2 April 2003 (the Agency Agreement ) has been entered into in relation to the Notes between the Issuer, Citibank, N.A. (the Fiscal Agent ) and the initial paying agent named in the Agency Agreement (together with the Fiscal Agent, the Paying Agents ). The Agency Agreement includes the form of the Notes and the coupons relating to them (the Coupons ). Copies of the Guarantee and the Agency Agreement are available for inspection during usual business hours at the specified offices of the Paying Agents for the time being. The holders of the Notes ( Noteholders ) and the holders of the Coupons (whether or not attached to the Notes) (the Couponholders ) are deemed to have notice of all the provisions of the Guarantee and the Agency Agreement applicable to them. References in these Terms and Conditions (the Conditions ) to Notes and Noteholders shall, where the context so admits and unless otherwise stated include references to Coupons and Couponholders. References in these Terms and Conditions to the Fiscal Agent and the other Paying Agents shall include any successor appointed under the Agency Agreement. Application has been made to list the Notes on the Luxembourg Stock Exchange (the Stock Exchange ). 1. Form, Denomination and Title (a) Form and Denomination The Notes are serially numbered, in bearer form in the denomination of (1,000, each with Coupons attached on issue. (b) Title Title to the Notes and Coupons passes by delivery. The holder of any Note or Coupon will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it, any writing on it, or its theft or loss) and no person will be liable for so treating the holder. 2. Guarantee and Status (a) Guarantee By entering into the Guarantee, the Guarantor has unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Notes and the Coupons. (b) Status The Notes and Coupons constitute direct, unconditional, unsubordinated and (subject to Condition 3) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference amongst themselves. The payment obligations of the Issuer under the Notes and Coupons and of the Guarantor under the Guarantee shall, subject to Condition 3, at all times rank at least equally with all their respective other unsecured and unsubordinated Relevant Debt (in the case of the Issuer) and External Indebtedness (in the case of the Guarantor). 3. Negative Pledge So long as any Note or Coupon remains Outstanding (as defined in the Agency Agreement) neither the Issuer nor the Guarantor will create or permit to subsist any mortgage, charge, pledge, lien or other form of encumbrance or security interest (each an Encumbrance ) upon the whole or any part of its present or future undertaking (in the case of the Issuer), assets or revenues (including any uncalled capital) to secure any Relevant Debt (in the case of the Issuer) or External Indebtedness (in the case of the Guarantor), or (in the case of the Issuer) any guarantee of or indemnity in respect of any Relevant Debt: unless, at the same time or prior thereto, the Issuer s obligations under the Notes, the Coupons or, as the case may be, the Guarantor s obligations under the Guarantee (i) are secured equally and rateably therewith or benefit from a guarantee or indemnity in substantially identical terms thereto, as the case may be, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by an Extraordinary Resolution (as defined in the Agency Agreement) of the Noteholders. 4

5 For the purposes of this Condition: (i) Relevant Debt means any present or future indebtedness (actual or contingent) including but not limited to indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities save for indebtedness which benefits from (a) encumbrances which arise in the ordinary course of business solely by operation of law; (b) encumbrances arising in favour of Société Européenne pour le Financement de Matériel Ferroviaire ( EUROFIMA ) over rolling stock assets; or (c) encumbrances which arise in the ordinary course of business in connection with any financial lease or hire purchase contract of any kind over the present or future assets of the Issuer to be leased or purchased thereunder securing the payment obligations of the Issuer thereunder or any indebtedness which is provided by persons (including individuals, corporates and other entities) who are resident or domiciled in Greece or are Greek branches of foreign corporates. (ii) External Indebtedness means existing and future indebtedness for borrowed money of the Guarantor or the Bank of Greece (which in the case of the Bank of Greece was incurred on or before 31 December 1993 for or on behalf of, or for the purposes of lending or assigning an amount equal to all or part of such indebtedness (whether or not in the currency of such indebtedness) to the Guarantor) and any guarantees given by the Guarantor of any existing or future indebtedness for borrowed money of any other person which (a) on or before 31 December 2000, was expressed to be payable or optionally payable in a currency other than the currency of the Hellenic Republic or (b) on or after 1 January 2002, (1) was expressed to be payable or optionally payable in a currency other than Euro or (2) was borrowed from, or indebtedness initially placed with, a foreign institution or person under a contract governed by the laws of a jurisdiction other than that of the Hellenic Republic. 4. Interest The Notes bear interest from, and including, 2 April 2003 (the Issue Date ) at the rate of per cent. per annum (the Rate of Interest ), payable in arrear on 2 April in each year (each, an Interest Payment Date ) (the first such Interest Payment Date being 2 April 2004), subject as provided in Condition 6 (Payments). Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date is herein called an Interest Period. Each Note will cease to bear interest from, and including, the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest at the Rate of Interest (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant Noteholder and (b) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Notes up to such seventh day (except to the extent that there is any subsequent default in payment). The amount of interest payable in respect of each Note for any Interest Period shall be calculated by applying the Rate of Interest to the principal amount of such Note, rounding the resulting figure to the nearest euro 0.01 (euro being rounded upwards). Where interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on the basis of the actual number of days in the period from and including the most recent Interest Payment Date (or, if, the Issue Date) to but excluding the relevant payment date divided by the actual number of days in the period from and including the most recent Interest Payment Date (or, if, the Issue Date) to but excluding the next (or first) scheduled Interest Payment Date. 5. Redemption and Purchase (a) Final Redemption Unless previously purchased and cancelled, the Notes will be redeemed at their principal amount on 2 April Notes may not be redeemed at the option of the Issuer other than in accordance with this Condition. (b) Redemption for Taxation Reasons The Notes may be redeemed at their principal amount, together with interest accrued to the date of redemption at the option of the Issuer in whole, but not in part, on any Interest Payment Date, on giving not less than 30 nor more than 60 days notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), if (i) the Issuer (or, if the Guarantee were called, the Guarantor) has or will on the occasion of the next payment due in respect of the Notes become obliged to pay additional amounts as provided or referred to in Condition 7 (as a result of any change in, or amendment to, the laws or regulations of the Hellenic Republic or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after 2 April 2003), and (ii) such obligation cannot be avoided by the Issuer (or the Guarantor, as the case may be) taking reasonable measures available to it, 5

6 provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer (or the Guarantor, as the case may be) would be obliged to pay such additional amounts were a payment in respect of the Notes (or the Guarantee, as the case may be) then due. Prior to the publication of any notice of redemption pursuant to this paragraph, the Issuer shall deliver to the Fiscal Agent a certificate signed by two directors of the Issuer (or an authorised signatory of the Guarantor, as the case may be) stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer to redeem the Notes have occurred and an opinion of independent legal advisers of recognised standing to the effect that the Issuer (or the Guarantor, as the case may be) has or will become obliged to pay such additional amounts as a result of such change or amendment. (c) Redemption at the Option of the Noteholders following the Occurrence of a Put Event If a Put Event (as defined below) occurs, then the Issuer will, at the option of any Noteholder, redeem such Note on the next Interest Payment Date at its principal amount. To exercise such option the Noteholder must deposit such Note, together with all Coupons relating to it which mature after the date fixed for redemption, with any Paying Agent together with a duly completed redemption notice in the form obtainable from any of the Paying Agents, not more than 60 nor less than 30 days prior to such date. No Note so deposited may be withdrawn (except provided in the Agency Agreement) without the prior consent of the Issuer. Not less than 30 nor more than 60 days notice of the commencement of the period of the deposit of Notes for redemption pursuant to this Condition 5(c) shall be given to Noteholders in accordance with Condition 12. A Put Event occurs if, at any time while the Notes remain Outstanding either: (a) the Guarantor ceases to be a member in good standing of the International Monetary Fund or ceases to be fully eligible to utilise the resources of the International Monetary Fund; or (b) the Guarantee becomes unenforceable or ceases to be (or is claimed by the Guarantor not to be) in full force and effect or any European Community, agency or authority law, directive, order, decree, enactment, resolution, decision (or their equivalent) shall be made whereby the Guarantor is prevented from observing and/or performing in full its obligations under the Guarantee, or a formal investigation procedure is initiated in respect of the Guarantee pursuant to Article 88 (ex Article 93) of the Treaty establishing the European Community, or the Guarantee is suspended for any reason or is otherwise deemed to be illegal, invalid or otherwise contrary to any law, directive, order, decree, enactment, resolution or decision. (d) Notice of Redemption All Notes in respect of which any notice of redemption is given under this Condition 5 shall be redeemed on the date specified in such notice in accordance with this Condition 5. (e) Purchase of Notes by the Issuer and the Guarantor The Issuer and the Guarantor may at any time purchase Notes in the open market or otherwise at any price together with all unmatured Coupons relating to them. Any purchase by tender shall be made available to all Noteholders alike. The Notes so purchased, while held by or on behalf of the Issuer or the Guarantor shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be Outstanding for the purposes of Condition 11. (f) Cancellation All Notes so redeemed or purchased (together with any unmatured Coupons attached to or surrendered with them) will be cancelled and may not be re-issued or resold. 6. Payments (a) Method of Payment Payments of principal and interest will be made against presentation and surrender (or in the case of a partial payment, endorsement) of Notes or the appropriate Coupons (as the case may be) at the specified office of any Paying Agent by cheque payable in Euro drawn on, or, at the option of the holder, by transfer to a Euro account with a bank in any city that has access to the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System (the TARGET System ). Payments of interest due in respect of any Note other than on presentation and surrender of matured Coupons shall be made only against presentation and either surrender or endorsement (as appropriate) of the relevant Note. (b) Unmatured Coupons void On the due date for final redemption of any Note pursuant to Condition 5(c) or early redemption of such Note pursuant to Condition 5(b) (Redemption for tax reasons) or Condition 8 (Events of Default), all unmatured Coupons relating thereto (whether or not still attached) shall become void and no payment will be made in respect thereof. 6

7 (c) Payment on Business Days If any date for payment in respect of any Note or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day nor to any interest or other sum in respect of such postponed payment. In this paragraph, business day means a day (other than a Saturday or a Sunday) on which (i) banks and foreign exchange markets are open for business in the relevant place of presentation and (ii) banks are open for business and carrying out transactions in Euro in the jurisdiction in which the Euro account specified by the payee is located and (iii) the TARGET System is open. (d) Paying Agents The names of the initial Paying Agents and their initial specified offices are set out below. The Issuer and the Guarantor reserve the right at any time to vary or terminate the appointment of any Paying Agent and appoint additional or other Paying Agents provided that they will maintain (i) a Fiscal Agent and (ii) Paying Agents having specified offices in at least two major European cities (including Luxembourg, so long as the Notes are listed on the Luxembourg Stock Exchange). If any European Union Directive of a taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 2000 or any law implementing or complying with, or introduced in order to conform to such Directive is introduced, the Issuer and the Guarantor will ensure that a Paying Agent is maintained in a state that will not be obliged to withhold or deduct tax pursuant to any such Directive or law. Notice of any change in the Paying Agents or their specified offices will promptly be given to the Noteholders by the Issuer in accordance with Condition 12. (e) Definition of the Euro References in these Conditions to the Euro are to the currency which was introduced at the start of the third stage of European Economic and Monetary Union pursuant to Article 123(4) (ex Article 109L(4)) of the Treaty establishing the European Community (as amended from time to time) (the Treaty ). 7. Taxation All payments of principal and interest by or on behalf of the Issuer or the Guarantor in respect of the Notes and the Coupons or under the Guarantee shall be made free and clear of, and without withholding or deduction for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within the Hellenic Republic, or any political sub-division or any authority therein or thereof having power to tax, unless such withholding or deduction is required by law. In that event the Issuer or, as the case may be, the Guarantor shall pay such additional amounts as will result in receipt by the Noteholders and the Couponholders of such amounts as would have been received by them had no such withholding or deduction been required, except that no such additional amounts shall be payable in respect of any Note or Coupon presented for payment: (i) (ii) by or on behalf of a holder who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the Hellenic Republic other than the mere holding of the Note or Coupon; or by or on behalf of a holder who would not be liable for or subject to such withholding or deduction by making a declaration of non-residence or other similar claim for exemption to the relevant tax authority if, after having been requested to make such a declaration or claim, such holder fails to do so; or (iii) more than 30 days after the Relevant Date except to the extent that the holder of it would have been entitled to such additional amounts on presenting such Note or Coupon for payment on the last day of such period of 30 days; or (iv) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council meeting of November 2000 or any law implementing or complying with, or introduced in order to conform to, such Directive; or (v) by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note to another Paying Agent. In these Conditions, Relevant Date means whichever is the later of (i) the date on which such payment first becomes due and (ii) if the full amount payable has not been received by the Fiscal Agent on or prior to such due date, the date on which, the full amount having been so received, notice to that effect shall have been given to the Noteholders in accordance with Condition 12. Any reference in these Conditions to principal and/or interest shall be deemed to include any additional amounts which may be payable under this Condition. 7

8 8. Events of Default If any of the following events occurs the holder of any Note may give notice to the Fiscal Agent that the Note is, and it shall immediately become, due and payable at its principal amount together with accrued interest to the date of repayment: (a) (b) (c) (d) (e) (f) (g) Non-Payment The Issuer fails to pay the principal of or any interest on any of the Notes when due and such failure continues for a period of seven days in the case of principal and 14 days in the case of interest; or Breach of Other Obligations The Issuer or the Guarantor does not perform or comply with any one or more of its other obligations under these Conditions, or the Guarantee, as the case may be, which default is incapable of remedy or, if capable of remedy, is not remedied within 30 days after notice of such default shall have been given to the Fiscal Agent at its specified office by any Noteholder; or Cross-Default In respect of the Issuer or any Subsidiary, any other Relevant Debt of the Issuer or any Subsidiary or any Relevant Debt assumed, guaranteed or secured by, the Issuer or any Subsidiary becomes due and payable prior to its stated maturity as a result of a default or the occurrence of an event of default, or any principal, interest or other amount payable in respect of such Relevant Debt is not paid when due (whether by acceleration or otherwise), or in respect of the Guarantor, any other External Indebtedness in an amount equal to or exceeding US$25,000,000 (or its equivalent) (x) is accelerated so that it becomes due and payable prior to its stated maturity as a result of a default thereunder and such acceleration has not been rescinded or annulled or (y) any payment obligations under such indebtedness is not paid out as when due and the applicable grace period, if any, has lapsed and such non-payment has not been cured; or Enforcement Proceedings As a result of a court judgment, a distress, attachment, execution, sequestration or other legal process (of an enforcement nature) is levied, enforced or sued out on or put in force against the whole or any part of the property, assets or revenues of the Issuer or any Subsidiary and is not discharged or stayed within 30 days or any encumbrancer takes possession of the whole or part of the property, assets or revenues of any of them; or Security Enforced Any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any Subsidiary becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, manager or other similar person); or Insolvency The Issuer or any Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts, proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer or any Subsidiary; or Winding-up If (i) proceedings are initiated against the Issuer or any Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other laws, or an application is made for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or any Subsidiary in relation to the whole or a substantial part of its undertaking or assets, and (ii) in any case (other than the appointment of an administrator) is not discharged within 14 days; or if the Issuer initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors) except for the purpose of and followed by a reconstruction, amalgamation reorganisation merger or consolidation on the terms approved by an Extraordinary Resolution of Noteholders; or 8

9 (h) (i) (j) (k) (l) Analogous Events Any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs; or Ownership Any governmental authority takes or institutes any action or proceeding for the disestablishment of the Issuer or to suspend its operations or to seize, appropriate, sequestrate or compulsorily acquire all or any substantial part of the assets of the Issuer, or the Guarantor shall cease to own at least 51 per cent. of the voting share capital of or to directly or indirectly control, the Issuer; or Illegality It is or will become unlawful for the Issuer or the Guarantor to perform or comply with any one or more of its obligations under these Conditions or the Guarantee, as the case may be; or Guarantee The Guarantee is not (or is claimed by the Guarantor not to be) in full force and effect or any government or court order, decree or enactment shall be made whereby the Guarantor is prevented from observing and/or performing in full its obligations under the Guarantee; or Moratorium A general moratorium is declared by the Guarantor in respect of its External Indebtedness or the Guarantor announces its inability to pay its External Indebtedness as it matures or the Guarantor otherwise commences negotiations with one or more of its respective creditors with a view to a general readjustment or rescheduling of its respective indebtedness. For the purpose of this Condition Subsidiary means a company or other legal entity in which the Issuer owns more than 50 per cent. of the voting capital stock or equity or of which the Issuer otherwise has power to elect a majority of the board of directors (or equivalent and administrative body). 9. Prescription Claims in respect of principal and interest will become void unless presentation for payment is made as required by Condition 6 within a period of 10 years in the case of principal and (subject to Condition 6(b)) five years in the case of interest from the appropriate Relevant Date. 10. Replacement of Notes and Coupons If any Note or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of either the Principal Paying Agent or the Paying Agent in Luxembourg subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer and the Guarantor may require (provided that the requirement is reasonable in the light of prevailing market practice). Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued. 11. Meetings of Noteholders and Modification (a) Meetings of Noteholders The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of any of these Conditions or any provisions of the Agency Agreement. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in principal amount of the Notes for the time being Outstanding. The quorum for any meeting convened to consider an Extraordinary Resolution will be two or more persons holding or representing a clear majority in principal amount of the Notes for the time being Outstanding, or at any adjourned meeting two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented, unless the business of such meeting includes consideration of proposals, amongst other things, (i) to modify the maturity of the Notes or the dates on which interest is payable in respect of the Notes, (ii) to reduce or cancel the principal amount of, any premium payable on redemption of, or interest on or to vary the method of calculating the rate of interest on, the Notes, (iii) to change the currency of payment of the Notes or the Coupons, (iv) to modify the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution, or (v) to modify or cancel the Guarantee, in which case the necessary quorum will be two or more persons holding or representing not less than two thirds, or at any adjourned meeting not less than one third, 9

10 in principal amount of the Notes for the time being Outstanding. The Agency Agreement does not contain any provisions requiring higher quorums in any circumstances. Any Extraordinary Resolution duly passed shall be binding on Noteholders (whether or not they were present at the meeting at which such resolution was passed) and on all Couponholders. Any modification or cancellation of the Guarantee shall only be effective if approved by ministerial decision of the Guarantor. (b) Modification of Agency Agreement The Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders or if such modification is of a formal, minor or technical nature or to correct a manifest error. Any such modification, authorisation or waiver shall be binding on the Noteholders and the Couponholders and, unless the Fiscal Agent otherwise agrees, such modification shall be notified to the Noteholders as soon as practicable. 12. Notices (a) Notices to Noteholders Notices to Noteholders will be valid if published in a leading English language newspaper having general circulation in London (which is expected to be the Financial Times) and (for so long as the Notes are listed an the Luxembourg Stock Exchange and the rules of the Stock Exchange so require) in a leading daily newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or if such circulation shall not be practicable, in an English language daily newspaper of general circulation in Europe. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the first date on which publication is made. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this Condition. (b) Notices to Guarantor The Issuer shall ensure that the Guarantor is promptly notified of any changes to these Conditions. 13. Currency Indemnity Euro is the sole currency of account and payment for all sums payable by the Issuer or the Guarantor under or in connection with the Notes and the Coupons, including damages. Any amount received or recovered in a currency other than Euro (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) by any Noteholder or Couponholder in respect of any sum expressed to be due to it from the Issuer or Guarantor shall only constitute a discharge to the Issuer and Guarantor to the extent of the Euro amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that Euro amount is less than the Euro amount expressed to be due to the recipient under any Note or Coupon, the Issuer or the Guarantor (as the case may be) shall indemnify it against any loss sustained by it as a result. In any event, the Issuer or the Guarantor (as the case may be) shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Condition, it will be sufficient for the Noteholder or Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Issuer s and the Guarantor s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or Coupon or ally other judgment or order. 14. Further Issues The Issuer may, from time to time, without the consent of the Noteholders or Couponholders create and issue further notes, having terms and conditions the same as those of the Notes, or the same except for the amount of the first payment of interest, which may be consolidated and form a single series with the Outstanding Notes. Notwithstanding the foregoing, the Issuer may only create and issue such further Notes if, at the same time, the Guarantor issues in respect of the further Notes a guarantee having terms and conditions that are substantially identical to the Guarantee (or extends the Guarantee to cover the further Notes). 15. Governing Law (a) Governing Law The Guarantee, the Agency Agreement, the Notes and the Coupons are governed by and shall be construed in accordance with English law. 10

11 (b) Jurisdiction The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the Notes or the Coupons and accordingly any legal action or proceedings arising out of or in connection with the Notes or the Coupons ( Proceedings ) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of such courts and waives any objection to Proceedings in any such courts whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Noteholders and Couponholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not). The Guarantor has submitted to the jurisdiction of the English courts in the Guarantee. (c) Agent for Service of Process The Issuer irrevocably appoints the Economic and Commercial Counsellor of the Hellenic Republic at the Embassy of the Hellenic Republic in London (the Process Agent ), at present of 1A Holland Park, London W11 3TR (for the attention of Mr. Charalambos Koutsoukos) as its agent in England to receive service of process in any Proceedings in England based on any of the Notes or the Coupons. If for any reason the Issuer does not have such agent in England, it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to service process in any other manner permitted by law. The Guarantor has also appointed the Process Agent in connection with the Guarantee. (d) No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act Waiver of Immunity The Issuer hereby (to the fullest extent permitted by law) irrevocably and unconditionally: (a) waives any right of immunity which it or its assets now has or may hereafter acquire in relation to any legal proceedings brought against it or its assets in relation to the Notes or Coupons by or on behalf of the holder of a Note or Coupon; (b) agrees that no immunity from such proceedings (which shall be deemed to include, without limitation, suit, attachment prior to judgment, other attachment, the obtaining of judgment, execution or other enforcement) shall be claimed by or on behalf of itself or in respect of its assets; and (c) consents generally in respect of any such proceedings to the giving of any relief or the issue of any process in connection with such proceedings including, without limitations the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use), of any order or judgment which may be made or given in such proceedings. The Guarantor has also waived immunity in, and subject as provided by, the Guarantee. USE OF PROCEEDS The net proceeds of the issue of the Notes, which are expected to amount to approximately (428,987,500, shall be used in or towards funding the Issuer s public service obligations and for other purposes which may be assisted from public resources under European Community law without the European Commission s prior approval. 11

12 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM The Temporary Global Note and the Permanent Global Note contain provisions which apply to the Notes while they are in global form, some of which modify the effect of the Terms and Conditions set out in this document. The following is a summary of certain of those provisions: 1. Exchange The Temporary Global Note will be exchangeable in whole or in part for interests in the Permanent Global Note not earlier than 40 days after the Closing Date upon certification as to non-u.s. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Notes cannot be collected without such certification of non-u.s. beneficial ownership. The Permanent Global Note will become exchangeable in whole, but not in part, for Notes in definitive form ( Definitive Notes ) in the denomination of (1,000, at the request of the bearer of the Permanent Global Note if (a) the Permanent Global Note is held on behalf of a clearing system and such clearing system is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business or (b) any of the circumstances described in Condition 8 (Events of Default) occur. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, duly authenticated and with Coupons attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting such exchange. If (a) Definitive Notes have not been delivered by 5.00 p.m. (London time) on the thirtieth day after the bearer has duly requested exchange of the Permanent Global Note for Definitive Notes or (b) the Permanent Global Note (or any part of it) has become due and payable in accordance with the Conditions or the date for final redemption of the Notes has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer in accordance with the terms of the Permanent Global Note on the due date for payment, then the Permanent Global Note (including the obligation to deliver Definitive Notes) will become void at 5.00 p.m. (London time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m. (London time) on such due date (in the case of (b) above) and the bearer of the Permanent Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Permanent Global Note or others may have under a deed of covenant to be dated 2 April 2003 (the Deed of Covenant ) executed by the Issuer). Under the Deed of Covenant, persons entitled, as accountholders with a clearing system, to an interest in the Permanent Global Note will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Permanent Global Note became void, they had been the holders of Definitive Notes in an aggregate principal amount equal to the interest in the principal amount of Notes to which they were entitled as accountholders with a clearing system. 2. Payments No payment will be made on the Temporary Global Note unless exchange for an interest in the Permanent Global Note is improperly withheld or refused. Payments of principal and interest in respect of Notes represented by the Permanent Global Note will be made against presentation for endorsement and, if no further payment falls to be made in respect of the Notes, surrender of the Permanent Global Note to or to the order of the Fiscal Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose. A record of each payment so made will be endorsed in the appropriate schedule to the Permanent Global Note, which endorsement will be prima facie evidence that such payment has been made in respect of the Notes. 3. Notices So long as the Notes are represented by the Permanent Global Note and the Permanent Global Note is held on behalf of a clearing system, notices to Noteholders may be given by delivery of the relevant notice to that clearing system for communication by it to entitled accountholders in substitution for publication as required by the Conditions, except that so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices shall also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort). 4. Meetings The holder of the Permanent Global Note will be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each (1,000 in principal amount of Notes for which the Permanent Global Note may be exchanged. 12

13 5. Purchase and Cancellation Cancellation of any Note required by the Conditions to be cancelled following its purchase will be effected by reduction in the principal amount of the Permanent Global Note. 6. Put Option The Noteholders put option in Condition 5(c) may be exercised by the holder of the Permanent Global Note giving notice to the Fiscal Agent of the principal amount of Notes in respect of which the option is exercised and presenting the Permanent Global Note for endorsement of exercise within the time limits specified in Condition 5(c). 13

14 CAPITALISATION OF THE ISSUER The following sets out the short-term debt, long-term debt, shareholders equity and total capitalisation of the Issuer and its subsidiaries as at 31 December 2002 (1)(2), as adjusted: As at 31 December 2002 Creditors Short-term debt (one year or less maturity) 76,512,564 Current portion of long-term debt 101,715,923 Total short-term debt 178,228,487 Long-term debt (over one year maturity) 2,529,751,000 The Notes being issued 430,000,000 Total long-term debt 2,959,751,000 Capital and Reserves 1,360,033,200 Provisions 44,207,180 Accruals and Deferred Income 52,622,181 Total Capitalisation 4,594,842,048 ( (3) Notes: (1) The Issuer does not produce interim financial statements. (2) The Issuer s accounts for the year ended 31 December 2002 have not yet been audited. (3) Figures may not add up due to rounding. (4) Other than as set out above, there has been no material change in the capitalisation of the Issuer and its subsidiaries since 31 December