WEATHER FINANCE III S - WIND.gr ependytwn/Annual... · 2011. 5. 10. · "Cosmote" refers to Cellular Operating System of Mobile Telecommunications S.A., a subsidiary of OTE. "Hellas"

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WEATHER FINANCE III S.À R.L.

ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2009

PART I

APRIL 2010

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TABLE OF CONTENTS

PageDefinitions 3Glossary of technical terms 5Forward – looking statements 7Industry, market and customer data 8Presentation of financial and other information 9Summary 10Summary financial information and other data 14Risk factors 17Unaudited Pro-Forma consolidated financial information 33Business overview 34Management’s discussion and analysis of financial condition and results of operation 55Management 80Principal shareholders 82Certain relationships and related transactions 83Description of indebtedness 84Index to the consolidated financial statements Please refer to Annual Report PART II

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DEFINITIONS

As used in this report, unless otherwise indicated:

"Apax" refers to Apax Partners.

"Company" means Weather Finance III and its consolidated subsidiaries.

"Cosmote" refers to Cellular Operating System of Mobile Telecommunications S.A., a subsidiary of OTE.

"Hellas" refers to Hellas Telecommunications, a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.107.292.

"Hellas II," refers to Hellas Telecommunications (Luxembourg) II, a société en commandite par actions (partnership limited by shares) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.93.039, with its head office for communications at Suite 304, New Broad Street House, 35 New Broad Street, London, EC2M 1NH, United Kingdom. Hellas II was put into insolvency as at 27 November 2009.

"Hellas III" refers to Hellas Telecommunications (Luxembourg) III, a société en commandite par actions (partnership limited by shares) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.107.291.

"Hellas IV" refers to Hellas Telecommunications (Luxembourg) IV, a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.107.290.

"Hellas V" refers to Hellas Telecommunications (Luxembourg) V, a société en commandite par actions (partnership limited by shares) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.107.289.

"Hellas VI" refers to Hellas Telecommunications (Luxembourg) VI, a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at 12, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Luxembourg trade and companies register under number B.108.088.

"NTPC" refers to the Greek National Telecommunications and Posts Commission.

"Senior Secured Notes" refers to the €1,125.0 million Senior Secured Floating Rate Notes due 2012 issued by Hellas V on 7 October 2005 and 1 February 2006 under an indenture dated 7 October 2005 and as amended and restated on 18 December 2006 and as amended on 2 March 2007, 31 December 2008, 13 November 2009 and 27 November 2009.

"OTE" refers to OTE Hellenic Telecommunications Organization S.A.

"Q-Telecom" refers to Q Telecommunications S.A., a Greek société anonyme, with registered offices at 64, Kifissias Avenue, 15125 Maroussi, Athens, Greece, formerly an operating unit of Info-Quest. Q-Telecom was a distinct legal entity and since 31 January 2006 had been a wholly owned subsidiary of TIM Hellas. On 1 June 2006 Q-Telecom merged with and into Helen GAC Telecommunications S.A. Following the merger, Helen GAC Telecommunications S.A. changed its name to Q-Telecommunications S.A. On 1 June 2007 Q-Telecom merged into the legal entity of WIND Hellas.

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"Revolving Credit Facility" refers to the Senior Subscription Agreement entered on 3 April 2005, and subsequently amended or amended and restated as applicable, on 15 July 2005, 12 September 2005, 31 January 2006, 21 December 2006, 20 April 2007, 17 December 2007 and 20 November 2009.

"Senior Notes" refers to the €355 million 8.5% Senior Notes due 2013 issued by Hellas III on 7 October 2005 under an indenture dated 7 October 2005, as amended and restated on 18 December 2006 and as amended on 2 March 2007, 31 December 2008, 13 November 2009 and 27 November 2009.

"Sponsors" refers to a consortium of private equity investment funds affiliated with, or advised and managed by Apax and TPG.

“Tellas” refers to Tellas S.A. Telecommunications, a Greek société anonyme, with registered offices at 1-3, Neapoleos street, 15123 Maroussi, Athens, Greece. WIND Hellas completed the acquisition of a controlling stake of 50% plus one share from its parent company WIND PPC Holding N.V., in October 2007. For accounting consideration, October 1, is perceived as the effective date of acquisition. As of 31 December 2008 WIND Hellas Telecommunications S.A. (“WIND Hellas”) was merged with Tellas S.A. Telecommunications under a reverse merger procedure and changed its name to WIND Hellas Telecommunications S.A., a Greek société anonyme, with registered offices at 66, Kifissias Ave., 15125 Maroussi, Athens, Greece.

"TIM Hellas" refers to TIM Hellas Telecommunications S.A., a Greek société anonyme, with registered offices at 66, Kifissias Ave., 15125 Maroussi, Athens, Greece. On 3 November 2005 TIM Hellas merged with Troy GAC Telecommunications S.A. Following the merger, Troy GAC Telecommunications S.A. changed its name to TIM Hellas Telecommunications S.A. On 29 May 2007 TIM Hellas changed its name to WIND Hellas Telecommunications S.A. (“WIND Hellas”).

"TIM Hellas Acquisition Vehicle" refers to Troy GAC Telecommunications S.A., a Greek société anonyme, into which TIM Hellas was merged pursuant to Greek law on 3 November 2005. See also the definition of "TIM Hellas" above.

"TIM Italia" refers to TIM Italia S.p.A..

"Trustee" refers to The Bank of New York in its capacity as a trustee under the indentures governing the Senior Secured Notes and the Subordinated Notes.

"TPG" refers to Texas Pacific Group.

"Vodafone Greece" refers to Vodafone Panafon S.A., a subsidiary of the Vodafone Group Plc.

“Weather Finance III” refers to Weather Finance III S.à r.l., a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at L – 1331 Luxembourg, 65, Bouldevard Grande Duchesse Charlotte and registered with the Luxembourg trade and companies register under number B.147.312.

“Weather Finance II” refers to Weather Finance II S.à r.l., a société à responsabilité limitée (private limited liability company) incorporated under the laws of the Grand Duchy of Luxembourg, with registered offices at L – 1882 Luxembourg, 12, rue Guillaume Kroll and registered with the Luxembourg trade and companies register under number B.144.734.

"Weather Investments" refers to Weather Investments S.p.A., a Società per Azioni or Stock Corporation incorporated under the laws of Italy, with registered offices at Piazza S.S. Apostoli 80, 00187 Rome, Italy, and registered with the Register of Companies under number 08526731008. Weather Investments is a privately held telecommunications investment company controlled by the Sawiris family and Mr. Naguib Sawiris.

"WIND Hellas Group" refers to the WIND Hellas and its subsidiaries Hellas III, Hellas V and Hellas VI.

"We", "us", and "our" refer, as the context requires, to either Weather Finance III with its subsidiaries (“WFIII Group”), to WIND Hellas Group or to WIND Hellas.

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GLOSSARY OF TECHNICAL TERMS

"2G" refers to second-generation mobile telecommunications systems. The predominant 2G standard in Europe is GSM. "2.5G" refers to mobile telecommunications systems using GPRS technology. "3G" refers to third generation mobile telecommunications systems. 3G technology allows for higher data transfer speeds. "BTS" refers to Base Transceiver Station, a network unit that communicates by radio with mobile telephones within its range. "Data Card" refers to a wireless modem, which allows the customer to browse the Internet and send emails at high speeds. "GPRS" refers to General Packet Radio Services, a packet-based telecommunications service designed to send and receive data at rates from 56 Kbps to 114 Kbps that allows continuous connection to the Internet for mobile phone and computer users. GPRS is a specification for data transfer over GSM networks. "GSM" refers to the Global System for Mobile Communications, a comprehensive digital network for the operation of all aspects of a cellular telephone system. "GSM 900" refers to GSM operation in the 900 MHz frequency band, the original frequency band allocated to GSM. "GSM 1800" refers to GSM operation in the 1800 MHz frequency band, formerly known as DCS 1800. "HLR" refers to Home Location Register, a database residing in a local wireless network that contains service profiles and checks the identity of a local subscriber. "Intelligent Network" refers to network architecture that centralizes the processing of calls and billing information of calls. "IVR" refers to Interactive Voice Response, a menu-driven automated system used in customer service care. "LMDS" refers to Local Multipoint Distribution Service, a broadband radio service located in the 28 GHz and 31 GHz bands designed to provide two-way transmission of voice, high-speed data and wireless cable TV. "MMS" refers to Multimedia Messaging Service, a multimedia messaging service for the mobile environment allowing the transfer of images, graphics, voice, and audio segments. "MSC" refers to Mobile Switching Center, a computer-based device used to connect calls within a mobile network and as the interface of the cellular network to other networks. "SDH" refers to Synchronous Digital Hierarchy, a standard for transmitting digital signals through fiber-optic systems. "SIM cards" refers to Subscriber Identity Module cards, which contain a smart chip with memory that allows for data storage and software applications. "SMS" refers to Short Message Service, a system that allows mobile telephone users to send and receive text messages between wireless devices. "Switch" refers to the element of a telephone network that connects telephone calls to and from one user or another on the same or other networks. "UMTS" refers to Universal Mobile Telecommunications System, a 3G network designed to provide a wide range of voice, high-speed data and multimedia services. "VPN" refers to Virtual Private Network, a private network provided by means of the facilities of a public telephone network, but which operates as a closed user group, thereby providing the convenience of a private network with the economy of scale of a public network.

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"WAP" refers to Wireless Application Protocol, a protocol which allows for specially formatted Internet pages to be downloaded to a handset. "Wi-Fi" is an abbreviation of "wireless fidelity" and refers to an over-the-air interface between a wireless client and a base station or between two wireless clients.

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FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements," as that term is defined by the U.S. federal securities laws, relating to our business, financial condition and results of operations. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate" and similar words used in this report. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this report. Risks and uncertainties that could cause actual results to vary materially from those anticipated in the forward-looking statements included in this report include factors such as: • the level of competition in the Greek mobile and fixed telecommunications market and their impact on our ability to

increase our customer base; • our ability to maintain or increase our market share through technological innovation and customer care services and to

stimulate increased usage of our services by our customers; • our ability to successfully roll-out our Universal Mobile Telecommunications System ("UMTS") network and services and

to realize the benefits of our investment in our UMTS license and related capital expenditures; • the impact of regulatory decisions and changes in the regulatory environment, including with regard to interconnection

rates, permits for the construction of antennas, environmental regulations, and the implementation of the New Regulatory Framework (as defined in "Business Overview—Regulation");

• the impact of litigation or decreased mobile communications usage arising from actual or perceived health risks or other

problems relating to mobile handsets or transmission masts; • our ability to achieve the expected return on the significant investments and capital expenditures we have made and

continue to make; • the loss of suppliers or disruption of supply chains; • our ability to successfully complete acquisitions; • our ability to maintain our network and avoid service disruptions; • the outcome of our pending legal proceedings and the impact of any new legal proceedings we may become party to; and • general economic and political conditions in Greece. We disclose important factors that could cause our actual results to differ materially from our expectations under "Risk factors," "Unaudited pro-forma consolidated financial information”, “Management’s discussion and analysis of financial condition and result of operation” and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other conditions, results of operations and our ability to make payments on our indebtedness.

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INDUSTRY, MARKET AND CUSTOMER DATA

In this report, we rely on and refer to information regarding our business and the market in which we operate and compete. We obtained this information from various third-party sources, discussions with our customers and our own internal estimates. Industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. We believe that these industry publications, surveys and forecasts are reliable but we have not independently verified them and cannot guarantee their accuracy or completeness. In many cases we have made statements in this report regarding the Greek mobile telecommunications industry, our position in the industry and the market shares of various industry participants, based on our experience, our own investigation of market conditions and our review of industry publications, including information made available to the public by our competitors. We cannot assure you that any of these assumptions are accurate or correctly reflect our position in the industry, and none of our internal surveys or information has been verified by any independent sources. The customer data included in this report, including penetration rates, average monthly services revenue per user ("ARPU"), average monthly minutes of use per customer ("AMOU"), market shares and churn rates, are derived from management estimates, are not part of our financial statements and have not been audited or otherwise reviewed by outside auditors, consultants or experts. Our use of the terms AMOU and ARPU may not be comparable to similarly titled measures reported by other companies in the mobile telecommunications industry, and our computation of the terms AMOU and ARPU may not be comparable with other companies in the mobile telecommunication industry. We believe that ARPU provides useful information concerning the appeal of our tariff plans and service offerings and our performance in attracting and retaining high-value customers. ARPU excludes revenues from customers of other wireless network operators roaming on our network and other miscellaneous non-recurring revenue. ARPU for a certain period is calculated as the total service revenues for the period divided by the number of months in that period over the period's average number of customers. ARPU should not be considered in isolation or as an alternative measure of performance under International Financial Reporting Standards ("IFRS"), as adopted in the European Union. We count as customers, individuals who pay us in advance of providing services ("pre-paid customers") and others (individuals and businesses) who pay us each month following our providing service ("contract customers"). We refer to two categories of pre-paid customers, those who have accounts that have been used for voice, messaging or data services within the preceding three months ("active pre-paid customers") and those who have accounts that have been used for voice, messaging or data services within the preceding 13 months ("reported pre-paid customers"). Excluded from our customer totals are pre-paid customers who have not been active for 13 months or more and contract customers who are disconnected from our network at their request or for nonpayment of bills. The rates at which these pre-paid and contract customers are disconnected from our network, or are removed from our customer base due to inactivity, are referred to as our churn rates, which we calculate by dividing the number of customers we remove from our customer base for the period by the average number of customers for the period. The average number of customers for the period is calculated by taking the average of each month's average number of customers (calculated as the average of the total number of customers at month end and the total number of customers at the end of the previous month) during the period. A telecommunication operator's measurement of churn activity affects various key performance indicators, including total customer amounts and ARPU levels. A tightening or shortening of a churn policy may result in a one-time reduction of total customer amounts, a one-time increase in churn rate and higher ARPU levels. As a result, such data and any related comparisons of us and other operators included in this report may not accurately reflect our competitive position and the competitive positions of such other operators.

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PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Unless otherwise indicated, financial information in this report relates, as the context requires, either to the WFIII Group or the WIND Hellas Group which consists of the subsidiaries (Wind Hellas, Hellas V, Hellas III and Hellas VI) and have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as adopted in the European Union. Rounding adjustments have been made in calculating some of the financial information included in this report. As a result, figures shown as totals in some tables may not be exact arithmetic aggregations of the figures that precede them. Currency Presentation The financial statements are presented in thousand of €, the official currency of the Hellenic Republic (Greece) and the Grand Duchy of Luxembourg. References to "€" or "Euro" are to the single currency of the participating Member States in the third stage of the European and Economic Monetary Union ("EMU") pursuant to the Treaty establishing the European Community, as amended from time to time. Greece became a member of EMU and consequently adopted the single currency on 1 January 2001. Non IFRS Financial Information EBITDA is a measurement used by management to show operating performance, representing earnings before interest, taxes, depreciation, and amortization. EBITDA is presented because we believe that it is frequently used by securities analysts, investors and other interested parties as a measure of a company's operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods or non-operating factors. Accordingly, this information has been disclosed in this report to permit a more complete and comprehensive analysis of our operating performance. However, EBITDA has limitations as an analytical tool, and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as an indicator of our operating performance or any other measures of performance derived in accordance with IFRS, as adopted in the European Union.

Some limitations of EBITDA measures are:

• It does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• It does not reflect changes in, or cash requirements for our working capital needs;

• It does not reflect interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

• Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements;

• It does not reflect foreign exchange gains and losses; and

• Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.

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SUMMARY

This summary highlights information contained in this report. This summary does not contain all the information you should consider before making an investment decision. You should read this entire report carefully, including "Risk factors," "Unaudited pro-forma consolidated financial information” ”Management’s discussion and analysis of financial condition and results of operation " and our consolidated financial statements and the notes to those consolidated financial statements contained elsewhere in this report. Unless otherwise indicated, the consolidated financial statements as of and for the period ended 31 December 2009 and summaries thereof appearing in this report are those of the WIII Group. As used in this Summary, "we," "us" and "our" refer to the WIII Group unless the context otherwise requires. Incorporation of Weather Finance III, S.àr.l. Weather Finance III S.àr.l. (“WFIII”) was incorporated for an unlimited period of time under the laws of Luxembourg on 20 July 2009 (“inception date”) as a “Société à Responsabilité Limitée”. WFIII is a wholly owned subsidiary of Weather Finance II S.àr.l (“WFII”) with their ultimate parent company being Weather Investments S.p.A.. WFIII has its registered office at L – 1331 Luxembourg, 65, boulevard Grand-Duchesse Charlotte and its main purpose is the acquisition, transfer, sale and maintenance of its investments in Luxembourg and foreign countries, by purchase, subscription or in any other manner. WFIII may also borrow, in any form, and proceed with the issuance of bonds without a public offer and which may be convertible, and to the issuance of debentures. It may also carry out any commercial, industrial, or financial activities which it may deem useful in the accomplishment of its purpose. WFIII is a corporate taxpayer subject to common tax law and does not fall in the scope of the holding company Luxembourg law of 31 July 1929. WFIII had no significant operations prior to its acquisition of the Wind Hellas Group and Hellas IV (refer below). Acquisition of WIND Hellas Group and Hellas IV On 27 November 2009, WFIII acquired the assets of Hellas II in an insolvency sale which was initiated by management in an effort to restructure the capital of Hellas II, which included the Greek operating subsidiary WIND Hellas, and provide new cash equity to WIND Hellas. The process entailed a solicitation of third party investor bids and offers for the assets of Hellas II, approval by the Senior Secured and Unsecured Note holders and Super Senior Revolving Credit Facility Lenders (“RCF” lenders) for the restructuring transaction which entailed specific modifications to the terms of financing of Hellas III and Hellas V, and the eventual administration filing of Hellas II into insolvency. The assets of Hellas II consisted of the shares of WIND Hellas (who also held 100% interest in Hellas III, Hellas V and Hellas VI and are referred to as the “WIND Hellas Group”), the shares of Hellas IV and certain inter-company receivables. These assets were considered by management as a business and were under the ultimate control of Weather Investments S.p.A. both before and after the restructuring transaction took place. Consequently, this acquisition was accounted for as a common control transaction since in substance, these assets were not sold to a third party outside the Weather Investments S.p.A. group.

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As a result of the above acquisition, the Group structure, which includes the WFIII Group, as at 31 December 2009 is as follows: Since the significant operations of the WFIII Group relate to the WIND Hellas Group, an overview of their structure and operations will be discussed below. Overview of Wind Hellas Group The Wind Hellas Group has the significant operations of the WFIII Group, being the second largest fully integrated telecommunications carrier of fixed, internet and GSM/UMTS mobile telecommunications services in Greece. Our principal business is the provision of fixed, internet and mobile telecommunications services, including voice, network access and related value added services, to prepaid and contract customers. We also utilize UMTS technology to provide advanced mobile data services. We operate primarily under the "WIND", “Tellas” and “Q” brand, which are well known in our market and associated with strong customer service and innovative offerings that give customers the ability to choose a service package tailored to their needs.

We offer our services to consumers and businesses through a variety of tariff plans with different monthly service fees and airtime tariffs to accommodate a wide range of contract customer segments. In addition, we offer prepaid services through our, "New WIND prepaid" "WIND F2G" and “Ya-card” packages and our “NON STOP” add-on option for “WIND F2G” users. Furthermore, we offer “Q Card” prepaid package, which addresses the young customers and non-Greek communities.

Q Telecom was merged with WIND Hellas on 1 June 2007 in order to benefit further administrative efficiencies. Q Telecom commenced commercial operations in June 2002 and its principal business was the provision of mobile telecommunications services, including voice, SMS and certain value added services, primarily to prepaid customers. Q Telecom held both a fixed wireless access license and a GSM license, which was granted by NTPC in 2000 and 2001, respectively. Furthermore, through Tellas brand, we offer innovative fixed telephony services, internet access services, combined services of fixed telephony and internet as well as broadband services, at competitive rates for all market

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segments, residential users, professionals, small enterprises and large companies. WIND Hellas merged with Tellas on 31 December 2008 in order to provide innovative and combined mobile, fixed and internet services to our customers as well as to benefit from further administrative efficiencies. After the merger, Tellas remained as the main fixed and internet brand name for the Company. Furthermore, in June 2008, a new offer was launched, “WIND 3in1” for customers combining mobile telephony with fixed telephony & ADSL.

The milestone events for the Wind Hellas Group are as follows:

• Wind Hellas received the first Greek GSM license in September 1992 and launched commercial services in June 1993. Our customer base has grown since 1993, reaching 100,000 customers in mid 1995, over one million customers by the end of 1999 and approximately 5.0 million customers at 31 December 2009 at WIND Hellas, out of which 1.5 million customers relate to Q-Card offering. We estimate that at 31 December 2009 our GSM/GPRS network covered 98.47% and our UMTS network covered 68.23% of the Greek population of approximately 11 million. Our principal competitors are Cosmote, a subsidiary of the incumbent fixed line operator OTE, and Vodafone Greece, both of which operate using GSM and UMTS licenses.

• On 15 June 2005, the TIM Hellas Acquisition Vehicle, a company controlled by a consortium of private equity investment funds affiliated with, or advised and managed by, Apax Partners ("Apax") and Texas Pacific Group ("TPG" and, together with Apax, the "Sponsors") acquired an 80.87% stake in us (the "Block Purchase") from TIM International N.V., a wholly owned subsidiary of TIM Italia our controlling shareholder at that time, for €1,114.1 million. On 3 November 2005, the TIM Hellas Acquisition Vehicle acquired all of the remaining shares of TIM Hellas for €263.5 million pursuant to a cash out merger in accordance with Greek law (the "Cash out Merger"). Following the Cash out Merger, the TIM Hellas Acquisition Vehicle owned 100% of the shares of TIM Hellas and changed its name to TIM Hellas Telecommunications S.A.

• On 31 January 2006, GAC II, a wholly owned subsidiary of TIM Hellas, acquired Q Telecom for total consideration of approximately €367.1 million (the "Q Telecom Acquisition"). Q Telecom merged into GAC II on 1 June 2006 and the surviving entity from the merger was renamed to Q Telecommunications S.A.

• On 20 April 2007, the closing of the acquisition of Hellas Telecommunications (Luxembourg) S.àr.l (“Hellas”), the company that indirectly holds 100% of the shares of TIM Hellas Telecommunications S.A., by Weather Investments S.p.A., occurred. The acquisition was first announced on 6 February 2007. After receiving the necessary approvals of the Greek NTPC and the European Commission Competition Authority, Weather Investments S.p.A. acquired 100% of the shares of Hellas for €500 million cash consideration. On 29 May 2007 TIM Hellas changed its name from TIM Hellas Telecommunications S.A. to WIND Hellas Telecommunications S.A. and on 5 June 2007 we introduced our brand name “WIND”.

• On 1 October 2007, WIND Hellas completed the acquisition of WIND PPC Holding N.V. (WPH), parent company of the operating company, which provides fixed telephony and internet access services. Tellas launched its commercial operation in February 2003 and has been leading the developments in the Greek telecom market ever since. Tellas was the first to provide the Greek public with innovative fixed telephony services, internet access services, combined services of fixed telephony and internet as well as broadband services, at competitive rates for all market segments, residential users, professionals, small enterprises and large companies.

Our principal shareholder Weather Investments S.p.A. Weather Investments S.p.A., is the ultimate shareholder of WFIII, holding 100% interest in the Group. Weather Investments S.p.A. is a public limited company whose share capital is held by the following parties: (a) 68.82% interest held by Weather Investments II Sàrl, a company controlled by the Sawiris family, (b) 7.76% interest held by its subsidiary Wind Acquisition Holdings Finance S.p.A., (c) 21.61% interest held by institutional investors and (d) 1.81% interest held by other investors. Weather Investments S.p.A. and its subsidiaries operate in the telecommunications sector, principally in Italy, in the emerging markets of North Africa, the Middle East and Asia, and in Greece through the three sub-groups Wind Telecomunicazioni, Orascom Telecom and WFIII Group.

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As of 31 December 2009 Weather Investments counts over 116 million mobile subscribers worldwide and offers fixed-line voice and Internet services in Italy and Greece. The Wind Telecomunicazioni Group operates in Italy in the telecommunications sector and markets its mobile services through the “WIND” brand and its fixed-line voice, broadband and data services through its “Infostrada” brand. It also provides Internet services, including narrowband access, and its Internet portal services under the “Libero” brand. Orascom Telecom is a leading international telecommunications company operating in high growth markets in the Middle East, Africa and Asia. Orascom Telecom operates GSM networks in Algeria ("OTA"), Pakistan ("Mobilink"), Egypt ("Mobinil"), Tunisia ("Tunisiana"), Bangladesh ("banglalink"), North Korea (“koryolink”) and in Canada (“Wind Mobile”) through its indirect equity shareholding in Globalive Wireless. In addition it has an indirect equity ownership in Telecom Zimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, OTH also operates in Burundi, the Central African Republic and Namibia. The WFIII Group operates in Greece as fully integrated convergent operator in the fixed-line and mobile telecommunication services sector.

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SUMMARY FINANCIAL INFORMATION AND OTHER DATA

For the WFIII Group, the following selected historical consolidated statement of comprehensive income data and consolidated statement of financial position data were derived from the audited consolidated financial statements of the WFIII Group, prepared in accordance with IFRS, as adopted in the European Union as at for and the period ended 31 December 2009. Furthermore, unaudited historical financial information relating to the operations of the Wind Hellas Group and Hellas IV for the years ended 31 December 2009 and 2008 and the consolidated statement of financial position of the WIND Hellas Group and Hellas IV as of 31 December 2008, prepared in accordance with IFRS, as adopted in the European Union, have been included in the table below. The unaudited historical financial information relating to the operations of the Wind Hellas Group and Hellas IV for the years ended 31 December 2009 and 2008 and the consolidated statement of financial position of the WIND Hellas Group and Hellas IV as of 31 December 2008, prepared in accordance with IFRS, as adopted in the European Union, have been included in the table below and have been derived from the unaudited pro-forma consolidated financial information as reflected under the section “Unaudited Pro-forma Consolidated Financial Information.” As a result of the acquisition of the Wind Hellas Group and Hellas IV on 27 November 2009, the December 2009 operations of the operating subsidiary Wind Hellas and its related subsidiaries have been reflected in the consolidated profit or loss of the WFIII Group. However, the eleven month operations of from 1 January 2009 to 27 November 2009 of the Wind Hellas Group and Hellas IV have been appropriately included in the total equity of the WFIII Group. Therefore, in order to provide useful and comparable financial information to the users of this report regarding the operations of the Wind Hellas Group and Hellas IV, the historical twelve month financial figures have been included in the table below. This information is only a summary and should be read in conjunction with the audited consolidated financial statements and notes included elsewhere in the report and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation”. The historical data included below and elsewhere in the report is not necessarily indicative of our future performance. Statement of Comprehensive Income Data:

WFIII Group

Wind Hellas Group and

Hellas IV

Wind Hellas Group and

Hellas IV

(In thousands of €)

From 20 July 2009 to 31 December

2009 (audited)

twelve months ended 31

December 2009

(unaudited)


December 2008

(unaudited) Total Revenue 81,289 1,072,750 1,260,161 Purchases and services (52,878) (660,705) (717,519) Other expenses (6,152) (40,868) (42,665) Personnel Expenses (12,193) (81,317) (82,883) Depreciation and amortization (22,722) (255,339) (251,616) Impairment of goodwill (82,189) (82,189) (14,658)

Gains (losses) on disposal of non current assets (14) 2,653 (124)

Operating (loss) Income (94,859) (45,015) 150,696

Finance income 4,158 7,321 27,818

Finance expenses (58,702) (221,715) (243,136)

Income tax (expense) benefit (8,192) 7,139 86,583 (Loss) Profit for the period (157,595) (252,270) 21,961

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Statement of Financial Position Data:

WFIII Group

Wind Hellas Group and Hellas IV

(In thousands of €) 31 December

2009 (audited)

31 December 2008

(unaudited)

Total non-current assets 2,322,214 2,538,202 Total current assets 346,212 337,772 Total assets 2,668,426 2,875,974

Total non-current liabilities 2,098,564 2,133,067

Total current liabilities 473,252 629,388

Total Equity 96,610 113,519 Performance Indicators The indicators shown below are based on the historical financial information of the Wind Hellas Group and Hellas IV as of 31 December 2009 and 2008, respectively and are presented on a twelve month basis. The indicators are non IFRS statistical ratios used by management to measure performance and are not included in the consolidated financial statements prepared in accordance with IFRS, as adopted in the European Union.

(In € millions except for ARPU and as indicated) Twelve months ended 31 December 2009 2008 (unaudited) (unaudited) Other financial and operational data EBITDA(1) ........................................................................ 210.3 402.3 Adjusted EBITDA(6) 317.4 429.3 Total number of mobile customers(2) (in thousands)....... 4,986 5,193 Total number of fixed customers(2) (in thousands) 760.8 831.0 Blended mobile AMOU(3) (minutes)............................... 105.7 119.0 Blended fixed AMOU(3) (minutes).................................. 240.6 228.5 Blended mobile ARPU(4) (in €)........................................ 14.4 18.8 Blended fixed ARPU(4) (in €)........................................... 13.1 12.5 Blended mobile churn(5)................................................... 49.3% 38.8% Blended fixed churn(5)...................................................... 19.4% N/A

(1) EBITDA is a measurement used by management to measure operating performance, representing earnings before interest

(and other financial expenses), taxes, depreciation and amortization. EBITDA is presented because we believe that it is frequently used by securities analysts, investors and other interested parties as a measure of a company's operating performance and debt servicing ability because it assists in comparing performance on a consistent basis without regard to depreciation and amortization, which can vary significantly depending upon accounting methods or non-operating factors. Accordingly, this information has been disclosed in this report to permit a more complete and comprehensive analysis of our operating performance relative to other companies. However, other companies may calculate EBITDA differently than we do. EBITDA is not a measurement of financial performance under IFRS, as adopted in the European Union, and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as an indicator of our operating performance or any other measures of performance derived in accordance with IFRS, as adopted of the European Union.

(2) Represents the relevant customer data for contract customers, pre-paid and fixed customers, as reported, in thousands as of the applicable period end.

(3) Blended AMOU is defined as total traffic minutes for the period divided by 12 (representing the number of months used), as applicable, over the period's average total customers.

(4) Blended ARPU is defined as total service revenues for the period divided by 12 (representing the number of months used), as applicable, over the period's average total customers.

(5) Churn is calculated by dividing the total number of customer deactivations (including customers who deactivate and reactivate with us with a different phone number) for the period by the average number of customers for the period. The average number of customers for the period is calculated by taking the average of each month's average number of

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customers (calculated as the average of the total number of customers at month end and the total number of customers at the end of the previous month) during the period.

(6) Adjusted EBITDA represents EBITDA as adjusted for costs that are considered by management to be non recurring or unusual because of their size or nature. Adjusted EBITDA is presented because we believe it is a relevant measure for assessing performance because it is adjusted for non recurring items and thus aids in an understanding of EBITDA in a given period. Accordingly, this information has been disclosed in this report to permit a more complete and comprehensive analysis of our operating performance. Other companies may calculate adjusted EBITDA differently than we do. Adjusted EBITDA is not a measurement of financial performance under IFRS, as adopted in the European Union, and should not be considered as an alternative to cash flow from operating activities or as a measure of liquidity or an alternative to net earnings as an indicator of our operating performance or any other measures of performance derived in accordance with IFRS, as adopted in the European Union. The following table provides a reconciliation of the EBITDA to the adjusted EBITDA for the twelve months ended 31 December 2009 and 2008 for the WIND Hellas Group and Hellas IV:



December 2009

(unaudited)


December 2008

(unaudited) Operating (loss) income (45,015) 150,696

Depreciation and amortization 255,339 251,616

EBITDA 210,324 402,312

Management fees to Weather Investments(1) (1,000) 4,000

Rebranding costs - 2,958

Redemption costs(2) 8,725 -

Restructuring costs(3) 17,655 -

NTPC Fines - 290

Other non recurring expenses (4) 2,638 2,364 Impairment of goodwill following recognition of deferred tax asset - 14,658 Impairment of goodwill following impairment test 82,189 - Employee bonus (5) (3,100) 3,100

Adjusted EBITDA 317,431 429,682

(1) As part of the acquisition of the WIND Hellas Group and Hellas IV, management fees payable from WIND Hellas to

Weather Investments were forgiven. The amount reflected above represents the net management fee forgiveness in 2009 which has been included in the eleven month operations of the WIND Hellas Group and Hellas IV that have been included directly in the equity in the WFIII Group for the period ended 31 December 2009.

(2) Redemption costs represent the amount paid for personnel termination indemnity (3) Restructuring costs represent the amount paid for consulting and legal fees due to restructuring during 2009 (4) Other non-recurring expenses mainly relating to non-operating miscellaneous expenses (5) Employee bonus represents an amount that was accrued for in 2008 for a long term incentive scheme for employees which

was reversed in 2009. This amount has been included in the eleven month operations of the WIND Hellas Group and Hellas IV that have been included directly in the equity in the WFIII Group for the period ended 31 December 2009.

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RISK FACTORS

You should carefully consider the risks described below as well as the other information contained in this report before making an investment decision. Any of the following risks could materially adversely affect our business, financial condition or results of operations. In such case, we may not be able to pay interest or principal on our indebtedness when due and you may lose all or part of your original investment. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations. Risks related to our business Although Greece is a member of the EMU, a significant slowdown in economic growth in Greece could adversely affect us by slowing the rate of customer growth and retention, by causing a decline in our ARPU or AMOU, or by impairing our customers' ability to make payments on their accounts. In light of these factors, as well as the relatively short history of the mobile telecommunications industry in Greece, it is difficult to predict with any certainty the growth in demand for mobile telecommunications services in Greece. We should also take into consideration the fact that we face significant competition from the other mobile telecommunications operators in Greece. WIND Hellas is one of the three mobile telecommunications operators in Greece, and the market is highly competitive. Vodafone Greece, one of our principal competitors in the Greek mobile telecommunications market, is a subsidiary of the Vodafone Group Plc. Our other principal competitor in the Greek mobile telecommunications market is Cosmote, a subsidiary of OTE, the incumbent fixed line telecommunications operator in Greece. Between 2005 and 2009, WIND Hellas' customer base has increased exceeding the growth in the Greek market, and, its market share increased from 19.4% at the end of 2005 to approximately 24% at the end of 2009. Increased competition has led to declines in the prices that WIND Hellas charges for its services and may lead to further price declines in the future, which may negatively affect our revenue and profitability. WIND Hellas' market share has decreased during 2009 and there can be no assurance that we will be able to maintain, our current total market share in the Greek mobile telecommunications market, nor can there be any assurance that the costs associated with maintaining, our market share in the face of competition from the other market participants will not have an adverse effect on our results of operations. Similarly, there can be no assurance that we will improve our total market share and achieve the identified cost savings we are planning for in our current strategy. Furthermore, the possible entry of a discount-based Mobile Virtual Network Operator ("MVNO") into the Greek market may intensify competition, which may lead to increased price pressure and a further reduction of our market share. An MVNO is a service provider that rents airtime from network operators at wholesale prices in order to provide mobile telecommunications services. There can be no assurance that competition associated with the introduction of additional competitors will not adversely affect our financial condition and results of operations. Some of our competitors may be able to benefit from their relationship with their shareholders to increase their market share, thereby reducing our revenues and adversely affecting our results of operations. Some of our competitors may have substantially greater capital resources than we do and may be able to increase their market share, in each case due to their relationship with their shareholders. In particular, both Cosmote and Vodafone Greece may benefit from higher levels of brand recognition associated with their respective principal shareholders. Cosmote's sole shareholder, OTE, enjoys a high level of brand recognition in Greece and Vodafone Greece may benefit from high levels of brand awareness and global advertising conducted by the Vodafone Group Plc, its principal shareholder. In addition, Cosmote benefits from OTE's existing telecommunications infrastructure, which enables it to enhance the speed of its network build-out, particularly with respect to new technologies such as UMTS. Similarly, Vodafone Greece could benefit from Vodafone Group Plc's plans for UMTS network build-out and leverage on its UMTS equipment, handsets and Data Cards procurement. If Cosmote and Vodafone Greece are able to complete the build-out of their UMTS networks significantly faster than we are, we may lose market share if our customers transfer their business to them or if new customers choose to sign up with our

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competitors. A loss of market share may reduce our revenues and adversely affect our financial condition and results of operations. The business, financial condition, results of operations and liquidity may be adversely affected by the current unfavorable global economic conditions. As the crisis in the global financial and credit markets began to spread to non-financial sectors of the world economy, economies worldwide started to show significant signs of weakness, resulting in a general contraction in consumer spending that varies by market. According to International Monetary Fund estimates, the gross domestic product of Greece decreased by 2% in 2009 and is expected to further decrease in 2010 by 4.0%. In addition, unemployment rates in Greece rose by 1.1 percentage points in 2009 and are expected to rise by a further 2.4 percentage points in 2010. These recessionary conditions and the uncertainty in the macroeconomic environment may continue to adversely impact consumer spending on telecommunications products and services. For the mobile telecommunications market in particular, these conditions have lead to a reduction in tourism and travel thereby reducing roaming and interconnection revenues. Over the last two years, the Greek telecommunications market has suffered from these wider economic trends. Despite a growth of nearly four and half million customers in the Greek mobile market in the last two years, the total market value has contracted in 2009 by an estimated of 13% in terms of total revenues and it is estimated that it will further contract in 2010. ARPU has fallen since 2007 and is expected to fall further in 2010. The Greek fixed-line total market value has also contracted since 2007 and is expected to continue to fall in 2010. Customers may decide that they can no longer afford mobile services, or that they can no longer afford the data services that are instrumental in maintaining or increasing ARPU, and, in turn, increasing revenues. In terms of the fixed-line sector, customers may continue the trend of fixed-to-mobile substitution and may turn to competitors which would lead to lower revenues.

In addition, as the global financial system experiences unprecedented credit and liquidity conditions and disruptions leading to a reduction in liquidity, greater volatility, general widening of credit spreads and, in some cases, lack of transparency in money and capital markets, many lenders have reduced or ceased to provide funding to borrowers. If these conditions continue, or worsen, it could negatively affect the Group’s ability to raise funding in the debt capital markets and/or access secured lending markets on financial terms acceptable to the Group. The continued impact of the global economic and market conditions, including, among others, the events described above could have a material adverse effect on the Group’s financial condition and results of operations. There may be insufficient demand for the new products and services that we have invested in and developed. Part of our strategy involves the investment in and development of new data services. In order for our customers to better access these new services, we may need to provide them with upgraded handsets compatible with new technologies and enabled with features such as MMS cameras, color screens and other capabilities. The upgrades needed to support these new data services may increase our cost base, while demand for these new services and products may not develop. We cannot assure you that demand for these new data services will be as high as expected, or that these initiatives will be profitable. If they are not, our growth could be impaired and we could lose our capital investments in these new services. These initiatives could fail for a number of reasons, including technological developments or competitive factors. Our ability to deploy and deliver some of the new services is dependent upon new technologies. These technologies may not be developed in a timely manner or, if developed, may not perform as expected or favorably in comparison to competing technologies, which could negatively affect customer demand. In addition, we may not be able to deliver these services on an economic basis, particularly in comparison to competing technologies. The licenses for the key technologies underlying our service offerings have finite terms and the failure to renew one of these licenses upon termination, or our inability to obtain new licenses for new technologies, could adversely affect our business. We are licensed by the Greek Ministry of Transport and Communication to provide mobile telecommunications services in Greece. WIND Hellas' license from the NTPC to operate its digital GSM 900 network in Greece terminates in 2012, while our GSM/DCS 1800 and UMTS licenses expire in 2016 and 2021, respectively. Thus, WIND Hellas is able to operate its 2G network until 2016, if it so chooses. Q-Telecom's license to operate its GSM/DCS 1800 network and it fixed wireless access license expire in 2016. There are no specified conditions or procedures for the renewal of these licenses, and it is likely that the Ministry of Transport and Communication and/or the NTPC would require public consultation prior to renewing one or all of these licenses. If the technology that is the subject of one of these licenses continues to be important for the provision of mobile telecommunications services, we expect that we would seek to renew the license upon expiration. There can be no assurance, however, that any application for the renewal of one or more of these licenses will be successful. Failure to renew our GSM licenses in 2012 or 2016 may result in our utilizing our UMTS license for the provision of certain of the products and services

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that we currently provide on our GSM network. In addition, we may not be successful in obtaining a new license for a new technology relating to mobile telecommunications. In the event that we are unable to renew a license or obtain a new license for any technology that is important for the provision of our service offerings, we could be forced to discontinue use of that technology and our financial condition and results of operations could be materially adversely affected. We may not be able to attract and retain key personnel. Our success and our growth strategy depend to a large extent on our ability to attract and retain key management, marketing, finance and operating personnel. There can be no assurance that we will continue to attract and retain the qualified personnel needed for our business. Competition for qualified senior managers in our industry is intense and there is limited availability of persons with the requisite knowledge of the mobile telecommunications industry and relevant experience in Greece. The loss of key personnel or our failure to recruit and retain key personnel and qualified employees could have a material adverse effect on our financial condition and results of operations. We are dependent on telecommunications interconnections over which we have no direct control. The ability of WIND Hellas to provide commercially viable mobile telecommunications services depends on its ability to interconnect with the telecommunications networks of OTE, Vodafone Greece, Cosmote and other alternative fixed line operators. In addition, we will need to interconnect with any new network operators that may enter the market, especially those who have a fixed wireless access ("FWA") license, and all other operators that offer fixed telephony services. While we have interconnection agreements with OTE, Vodafone Greece, Cosmote, several FWA operators and other alternative operators, we have no direct control over the quality and timing of the investment and maintenance activities that are necessary for these operators to provide us with interconnection to their respective telecommunications networks. Any difficulties or delays in interconnecting with these networks, or the failure of OTE, Vodafone Greece or Cosmote to provide reliable interconnections to us on a consistent basis could have a material adverse effect on our financial condition and results of operations. Our financial position may be adversely affected by the outcome of certain legal proceedings. The WFIII Group is subject to numerous risks relating to legal, civil, tax, regulatory and competition proceedings to which it is a party or in which it is otherwise involved or which could develop in the future, and certain of these proceedings (or proceedings in which it may become involved), if adversely resolved, could have a material adverse effect on the Group’s business, financial condition or results of operations. Furthermore, the Group’s involvement in legal, regulatory and competition proceedings may harm its reputation. In addition, the Group’s management may be required to devote substantial time to these lawsuits, time which they could otherwise devote to the Group’s business. See "Management’s Discussion and Analysis of Financial Condition and Results of Operation”. The Greek operating subsidiary WIND Hellas may be adversely affected by future tax audits Tax returns are filed annually but the taxable income or loss declared by the WIND Hellas remains provisional and is subject to revision until such time as the books and records of the WIND Hellas are examined by the tax authorities and the related tax returns are accepted as final. WIND Hellas has been audited by the Greek tax authorities up to 15 June 2005 while Tellas had been audited up to and including 31 December 2006. Therefore the unaudited tax years for WIND Hellas are for the periods ended 16 June 2006 through to 31 December 2009 and for Tellas for the years ended 31 December 2008 and 2007. In the year ended 31 December 2008, WIND Hellas incurred a loss of approximately €222.0 million resulting from the liquidation of its subsidiary, Wind-PPC Holding N.V. (“WPH”), in December 2008. WIND Hellas has shown this loss as a fully tax deductible expense. There is a risk that this loss may not be accepted by the Greek tax authorities since it is foreign-sourced. However, based on the European Court of Justice Rulings relating to discriminatory treatment between foreign versus local investments, management believes that if this matter is challenged before a court, a favorable decision will be rendered for WIND Hellas. As precaution, an amount has been assessed by management that may not be tax deductible. If successfully challenged, WIND Hellas may be liable to pay tax on the basis that the loss incurred by WIND Hellas is not fully tax deductible, WIND Hellas may be required to pay a significant amount of tax, which, based on recent liquidity problems faced the operating subsidiary, it may not have sufficient resources available to pay. A tax audit has commenced in the last quarter of 2009 for the unaudited tax years of WIND Hellas from 16 June 2005 through to 31 December 2008, for Q-Telecom for 2006 and for Tellas for 2007 and 2008 of which there is no outcome as of yet. If the tax authorities challenge the position taken by WIND Hellas, the operating subsidiary’s business, financial condition and results of operations could be adversely affected. Furthermore, local legislation was enacted with respect to the measures for the application of the support scheme of the Greek Economy by the Members of the Euro Zone and the International Monetary Fund. This legislation is effective on 6 May 2010 and amongst other tax reform, provides for thin capitalization rules for intra-group loans/credit to total equity. However,

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clarifications are expected to be made regarding the grandfathering rules for these loans. Since the operating company, WIND Hellas, has intra-group loans and if these loans are not grandfathered, there is a risk that the interest expense on these loans may not be deductible for tax purposes since the thin capitalization rules provide for a 3:1 ratio for intra-group loans/credit to total equity. Consequently, the operating subsidiary may have to pay additional income taxes.

Risks related to our industry The success of our operations will depend on our ability to attract and retain customers. If we are unable to reduce or maintain our rate of "churn," we may face increased customer acquisition and retention costs, reduced revenues or lower cash flows, which would adversely affect our financial condition and results of operations. "Churn" refers to customer disconnections, either voluntarily due to customers switching to competing mobile telecommunications operators or otherwise terminating their use of our services (including customers who subsequently reactivate on our network), or involuntarily due to non-payment of bills or suspected fraudulent use. We believe that if we fail to reduce or maintain the level of voluntary churn of customers of both mobile & fixed, this may lead to increased customer acquisition and retention costs or reduced revenues, each of which may have a material adverse effect on our financial condition and results of operations. Although we have taken various measures to increase customer loyalty and reduce the rate of churn, certain causes of churn are beyond our control. For example, on 1 March 2004, the regulations of the NTPC requiring mobile number portability, the right of customers to keep their personal mobile telephone number when they change mobile telecommunications operators, came into effect on a commercial basis. We believe these regulations may result in increased churn rates between mobile operators and may lead to an unfavorable ratio of gained "port-ins" and lost "port-outs" vis-à-vis our competitors. Furthermore, the mobile telecommunications market is characterized by frequent developments in product offerings, as well as by advances in network and handset technology. We must continue to maintain and upgrade our network, the range and sophistication of our service and product offerings and the responsiveness of our customer service in order to meet customer demands and expectations. If we fail to provide an attractive portfolio of products and services to our customers, our ability to retain our customers may suffer and churn could increase. Changes in technology, service and product offerings or the competitive environment may draw our customers elsewhere, and mobile number portability could facilitate the movement of customers between operators. Additionally, if other mobile operators in our market improve their ability to attract new customers, it could become more difficult for us to retain our current customers, and our costs of acquiring new customers could increase. We are dependent on the continued development of the Greek mobile telecommunications market and may be adversely affected by Greek political and economic developments beyond our control. The development of our business will depend, in large part, on the evolution of the mobile telecommunications industry in Greece. Based on data from the most recent official census of 2001, we believe that Greece currently has a population of approximately 11 million. As of 31 December 2009, there were approximately 20.69 million mobile phone connections in Greece, according to publicly available information. The high penetration of mobile phones in the Greek market indicates that the market is at a mature stage. Therefore, our growth strategy relies on acquiring new customers, encouraging increased use of our voice services, developing the demand for our value-added services by our existing customers and retaining our high-value contract customers. The demand for our services will be affected by a number of factors, many of which are beyond our control. Such factors include general economic conditions, the gross domestic product per capita of Greece, the development of the GSM and the UMTS markets and any rival market for the provision of mobile telecommunication services, the price of handsets, dealer commissions and the availability, quality and cost to the customer of competing services. Greek regulators have recently imposed a new tax on the purchase of mobile telephony services by contract customers. This tax is paid by contract customers and increases with the value of services purchased. This charge could significantly increase the cost of mobile telephony services for certain contract customers. Our business operates in a highly regulated environment and we may be adversely affected by certain decisions of the regulators. Our business is subject to governmental regulations regarding licensing, competition, frequency allocation and the costs and arrangements pertaining to interconnection and leased lines. We must comply with an extensive range of regulatory

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requirements in our operations and the provision of our services. If we fail to comply with our regulatory obligations, the ultimate regulatory sanction is the suspension of our right to provide mobile telecommunications services, which would prevent us from carrying on our business. Changes in laws, regulations, lack of secondary legislation or governmental policy affecting our business activities could materially adversely affect our financial condition and results of operations. Examples of such changes include: • revisions to call and/or SMS interconnection rates (Mobile Termination Rates, MTRs), and to the methods of calculating

call duration; • the imposition of new policies and regulations governing electronic trade and content services, including 3G content

services; • the introduction of new technical or administrative requirements, including the obligation to demonstrate the cost basis of

tariffs we charge and the imposition of the accounting separation remedy; • the extension of the existing regulation affecting international roaming charges (covering from now on both voice and

data traffic); • the adoption of new regulations regarding spectrum management (along the principles of services and technology

neutrality, implying amongst others spectrum trading and reframing); and • the Greek state’s decisions on spectrum issues like the analogue switch off and the digital dividend, the introduction of

UMTS 900MHz etc. In addition, our business operations have been, and may continue to be, adversely affected by decreasing interconnection rates and by the notification from the NTPC in March 2003 that WIND Hellas was designated as having significant market power in the Greek mobile telecommunications market. The primary result of this notification was that, beginning in April 2004, WIND Hellas was required to institute non-discriminatory tariffs, which aligned the interconnection termination rate for fixed-to-mobile calls with that of mobile-to-mobile calls and provide access to WIND Hellas' network to other network operators. Under the 2002 European Union framework for electronic communications ("New Regulatory Framework") which was implemented in Greece only on 17 January 2006 (with the adoption of the Law on Electronic Communications) this notification, and its accompanying remedies imposition, is being undertaken at regular intervals. This has directly influenced interconnection rates, as well as other wholesale charges, and may also indirectly affect the retail prices of various services offered by WIND Hellas which may in turn have a material adverse effect on our business. In this context the NTPC issued its first decision in July 2006 (as already mentioned Decision n. 392/017/2006), which restricts the interconnection rates charged by WIND Hellas, Cosmote and Vodafone Greece and brings these interconnection rates closer to European averages. The decision states that each mobile telecommunications network constitutes its own "market." Accordingly, all the mobile operators in Greece are designated as having significant market power in relation to call termination fees on their own network. The decision also obliges WIND Hellas, Cosmote and Vodafone Greece to charge cost-oriented call termination fees to other fixed and mobile operators. Cost-oriented fees would be achieved on the basis of a "glide-path" process that would allow the operators falling under such obligation to gradually reduce their interconnection call termination fees during a transitional period of up to approximately ten months, from 1 August 2006 through 31 May 2007. As a result of this decision, WIND Hellas and former Q-Telecom reduced their fixed-to-mobile interconnection call termination rates to € 0.1259 per minute as of 1 January 2007 and eliminated the 30-second minimum call duration and further reduced their rates as of 1 June 2007, reaching the cost oriented target at that time (€0.1171). In February 2008 WIND Hellas, at that time already merged with former Q-Telecom, implemented a new reduction in its call termination rates to €0.1041 and similar reductions were implemented by the other 2 MNOs. On 4 August 2008 NTPC concluded its second historically market analysis (after the one held back in 2006) of the wholesale market of voice call termination in individual mobile networks. On 15 October 2008 NTPC concluded to its 2nd final Decision on MTRs (NTPC’s Decision no. 498/046/15.10.2008) in which concluded to the following price caps & glide path:

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ΜΝΟ 2008 (effective prices) 1/1/09 1/1/10 1/1/11

Cosmote 9.89 7.86 6.24 4.95 Vodafone 9.91 7.86 6.24 4.95

Wind 10.41 7.86 6.24 4.95 WIND Hellas, on 20 November 2008 filed an appeal before Athens’ Administrative Court of Appeals against the aforementioned NTPC Decision on MTRs, based on procedural and substance reasons, as well. The hearing, initially scheduled on 19 March 2009 was postponed and rescheduled for 11 June 2009 and 29 July 2009 when was sent for procedural reasons to be heard before the Administrative Supreme Court. The case was originally scheduled to be heard before the Administrative Supreme Court, on 13 April 2010 when was rescheduled for 12 October 2010. Meanwhile WIND Hellas had the obligation to implement the new MTRs from 1 January 2009 and on 1 January 2010 decreased its MTRs to the regulatory provided level of €0.0624/min. These reductions of interconnection rates are likely to reduce the revenues of the affected network operators including WIND Hellas at least in the short-term. In parallel, over the summer (2008), the European Commission put to consultation a draft Commission Recommendation on MTRs and FTRs advocating for lower and symmetric termination rates. The final Recommendation 3359/2009/EC was released on 7 May 2009 setting 31 December 2012 as the deadline by which all Member States should set symmetric MTRs and symmetric FTRs based on costs incurrent by an efficient operator according to a bottom-up “pure” long run incremental cost model. There is also uncertainty regarding the impact of the new price caps imposed on voice and data charges for intra –EU roaming. With EC Regulation 717/2007 both wholesale and retail prices have been set within the EU as of August 2007. With the revised EU Roaming regulation 544/2009 in place the new price ceilings are the following: as of 1 July 2009, €0.43/min for calls made and €0.19/min for calls received, as of 1 July 2010 €0.39/min for calls made and €0.15/min for calls received, as of 1 July 2011, €0.35/min for calls made and €0.11/min for calls received. Also, the new Roaming regulation introduces a retail SMS price cap at €0.11 (always excluding VAT). It also constraints inter-EU data roaming charges by introducing a wholesale cap of €1 per megabyte download as of 1 July 2009 (then €0.80 in 2010 and €0.50 in 2011). In addition, the principle of per second billing is introduced after the first 30 seconds for calls made and from the first second for calls received, while roaming within EU. Lastly, in order to avoid bill shocks for consumers, the regulation lays down new measures to increase transparency of retail prices for data roaming services, and to provide roaming customers with new tools to monitor and control their expenditure while roaming. As such, as of 1 March 2010 operators are required to make available one or more data roaming usage limits per a specific period (by opt-in) with a consequent downloading barring facility (unless uplifted subsequently). In addition, we are subject to other regulations, such as those concerning site acquisitions, environmental permits and emergency services provisions that may affect our financial condition and results of operations. We are subject to European Union and Greek competition law and to special regulations and directives relating to telecommunications, the application and enforcement of which are not clearly defined under the current legislative structure. We are required to follow provisions of European Union and Greek competition law. The EU competition rules embodied in Articles 81 and 82 of the European Community Treaty are applicable in all Member States. In Greece, the competition laws are set out under Law No. 703/77, "Control of Monopolies and Oligopolies and Protection of Free Competition" (the "Competition Law"). The Competition Law prohibits, among other things, (i) indirect or direct price fixing, (ii) the abuse of a corporation's dominant position and (iii) any collusive behavior between competitors which restricts, or intends to restrict, competition. In addition, we are subject to regulation by the NTPC and the Competition Committee, the two independent administrative bodies jointly responsible for enforcing the Competition Law. Upon implementation of the Law on Electronic Communications of 2006, the NTPC will have the authority to enforce the Competition Law in the electronic communications sector; however they may request assistance from the Competition Commission. In addition, we have in the past been involved in a number of other investigations of possible anti-competitive behavior. Due to uncertainty surrounding the current Competition Law regime, the limited regulatory guidance as to the interpretation of the

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Competition Law and the lack of precedents for, and experience with, the regulation of competition in the Greek mobile telecommunications market, we are subject to the risk of being fined in the future for other violations of the Competition Law We have not obtained all of the required permits and authorizations for the construction of our antenna sites, and could be fined or subjected to legal action seeking to have our antennas removed. Our ability to provide mobile telecommunications services is dependent in part on the quality and coverage of our network, which in turn is dependent upon erecting and maintaining a sufficient number of antennas throughout Greece. The erection and operation of these antenna sites require permits or other authorizations from local or regional authorities, as well as a number of additional permits from governmental and regulatory authorities, including, among others: • certification from the National Atomic Energy Commission as to compliance with standards for electromagnetic

emissions; • approval of an environmental impact assessment relating to the antenna site; • authorizations from the NTPC for the use of microwave frequencies and the antenna installation licenses; and • approvals from local city planning authorities. Operating an antenna site without all the required permits could result in fines or legal proceedings seeking to have specific antennas removed. Furthermore, local residents may challenge our right to operate an antenna site regardless of whether or not we have obtained the requisite permits and authorizations. The new regulatory framework (L3431) requires all mobile operators in Greece to re-license all of the network antenna sites within a certain time limit. During this transitional period our current licenses are deemed valid. As far as the environmental licensing is concerned, the environmental studies specification definition is still pending. Once the Ministry of Public Works and the Environment completes this task, the operators are obliged to comply within 12 months, unless the ministry of public works extends this “grace” period. We have in the past been, and may in the future be, ordered to remove one or more of our antennas from certain sites. Although we typically relocate these antennas to alternate sites, if we are unable to locate a suitable alternate site, the quality or coverage of our network could be degraded. The costs of removing and/or relocating individual antennas are not material to our operations; however, if numerous legal proceedings challenging our right to operate antennas are decided against us, the related costs could have a material adverse effect on our financial condition and results of operations. Following a recent ruling by a plenary session of the Council of the Hellenic State (the "Greek Council of State"), our antennas do not comply with applicable environmental and health regulations. If subsequent legislative action impairs or imposes additional costs on our ability to operate our antennas, our business could be adversely affected. During the time period in which WIND Hellas constructed their respective networks, environmental impact assessments and the approvals of these assessments were not required in connection with the erection and installation of antennas. In May 2005, the Greek Council of State ruled that the Greek government failed to issue guidelines regarding safety regulations for the protection of the public from the electromagnetic emissions of antenna sites, and those environmental impact assessments and approvals of such assessments should have been required in connection with the erection and installation of antennas. On 17 January 2006, the Greek Parliament adopted the new Law on Electronic Communications. This law provides for a time period of 12 months in which to conduct and file the environmental impact assessments of our antenna sites. If WIND Hellas fails to comply with the provisions of the Law on Electronic Communications or the terms of this ministerial decision by failing to conduct the required environmental impact assessments on their respective antenna sites, WIND Hellas could be ordered to cease operation of the portions of their respective networks utilizing these antennas, which could degrade the quality or coverage of their respective networks and adversely affect our financial condition and results of operations. The erection and installation of additional antennas will require WIND Hellas to commission environmental impact assessments and to obtain approval for such assessments pursuant to the Law on Electronic Communications, which could cause delay in the expansion of our network. The Law on Electronic Communications also imposed more stringent standards with respect to electromagnetic emissions. The cost of conducting environmental impact assessments and/or obtaining approval

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for such assessments, as well as the costs of complying with the new standards for electromagnetic emissions, could be substantial and could have an adverse effect on our financial condition and results of operations. A favorable market for UMTS-based 3G services in Greece may not develop, limiting our ability to recoup the cost of our investment in the UMTS license and network, which could adversely affect our results of operations. WIND Hellas' bid for a third generation, or 3G, UMTS mobile telecommunications license was accepted by the NTPC in July 2001. This UMTS license cost an aggregate of €146.7 million, and is valid until 5 August 2021. UMTS technology is not yet at a mature stage and needs further development in order to provide the expected advantages over existing GSM technology and rival competing mobile broadband technologies. Demand for UMTS-based 3G services has not yet been proven and may not develop as we anticipate. Accordingly, no assurance can be given that a significant market for UMTS services will develop or, even if such a market does develop, that we will be able to achieve our desired sales volumes for UMTS services. Furthermore, we rely on applications developers to develop services that will stimulate demand for 3G services and our UMTS network. If third-party application service providers fail to develop such services, or experience delays in their development of such services, our ability to generate revenues from our UMTS network may be adversely affected. If we cannot obtain reasonably priced handsets, technologically proven network equipment or software with sufficient functionality or speed, or if we experience delays in the delivery or functional deployment of handsets and related network equipment or software, our ability to develop our UMTS network, and our customers' ability to access it, will be impaired. If UMTS does not deliver the anticipated advantages or gain widespread acceptance, or if we derive a smaller percentage of our total revenues than expected from our UMTS-related 3G services, we may not be able to adequately recoup our investment in our UMTS license and network, which could have a material adverse effect on our financial condition and results of operations. We may be adversely affected by the impact of rapid technological changes with which we may not be able to keep pace. The telecommunications industry is subject to rapid and significant changes in technology, and we may face competition from entities providing communications technologies that are currently under development or that will be developed in the future. Alternative mobile and other technologies may develop for the provision of telecommunications services that are superior, cheaper or otherwise more attractive than those available from us. The impact of these technologies and services on our business cannot be predicted and may result in the technologies and services that we employ becoming obsolete or subject to increased competition. Among the most significant changes facing the mobile telecommunications industry include: • ongoing improvements in the capacity and quality of digital technology; • shorter development cycles for new products; • enhancements and changes in end-user needs and preferences; • development of data and high-bandwidth network capabilities; • migration to next-generation services; and • expanded availability and functionality of Wi-Fi services and other new wireless technologies. We will continue to need to make substantial additional investments in new technologies to remain competitive. We may be required to select and advance one technology over another. At the time we make our selection, it may be impossible to accurately predict which technology may ultimately prove to be the most economic, efficient, or capable of attracting customer usage. Consequently, it is possible that we may select a technology that does not achieve widespread commercial success or that is not compatible with the technology selected by one or more of our roaming partners, and as a result, our business, financial condition, and results of operations could be adversely affected. Moreover, one or more of the technologies that we currently utilize may become inferior or obsolete at some time in the future. Our business may be adversely affected by the alleged health risks of antenna sites and the use of mobile telephones. We are aware of allegations that there may be health risks associated with the effects of electromagnetic signals from antenna sites and from mobile telephones and from other mobile telecommunications devices.

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We cannot provide assurances that further medical research and studies will not establish a link between the radio frequency emissions of mobile handsets and/or base stations and these health concerns. The European Commission has been investigating these concerns since 1995. European Union and Greek authorities could increase regulation of mobile telephones and base stations as a result of these health concerns. The actual or perceived risk of mobile telecommunications devices, press reports about risks or any litigation relating to such risks could adversely affect us through a reduction in the size or growth rate of our customer base, a decline in usage by our customers, or through increased litigation costs and could have an adverse effect on our financial condition and results of operations. Equipment failure, power outages, natural disasters, terrorist acts, or other breaches of network or information technology security may adversely affect our business. Our ability to provide services depends significantly upon the performance of our network and other systems and the systems provided to us through contracts entered into with third parties, including mobile network operators and fixed line operators. These systems are vulnerable to damage or interruption from floods, fires, telecommunication failures, power failures and similar events. A major equipment failure, power outage, natural disaster, terrorist act or other breach of network or information technology security that affects our mobile telecommunications switching offices, information systems, microwave links, third party-owned local and long distance networks on which we rely, our cell sites or other equipment or the networks of other providers on which our customers roam could have an adverse effect on our financial condition and results of operations. System failures, including the failure of networks we use hardware or software failures or computer viruses could also affect the quality of our services and cause temporary service interruptions, resulting in customer dissatisfaction, regulatory penalties and reduced traffic volumes and turnover revenue. Such failures, whether occurring within our infrastructure or on third parties' systems, and whether or not preventable by us, would harm our reputation. While we have insurance coverage for some of these events, our inability to operate our network or access our information systems even for a limited time period, or the loss of customer data, may result in a loss of customers or impair our ability to serve our customers or attract new customers, which would have a material adverse effect on our business, financial condition and results of operations. Risks related to our debt Our significant leverage may make it difficult for us to service our debt and operate our businesses. We have a substantial amount of outstanding debt with significant debt service requirements. At 31 December 2009: • our consolidated debt was approximately € 1,833.88 million;

• Hellas V's unconsolidated debt was approximately € 1,222.25 million;

• Hellas III's unconsolidated debt was approximately € 355.0 million;

• we did not had available funds for borrowing under the € 250.0 million Revolving Credit Facility; and

• WIND Hellas Telecommunications SA unconsolidated external debt was approximately € 6.63 million.

Our significant leverage could have important consequences for you as a holder of Senior Secured Notes including: • making it more difficult for us to satisfy our obligations with respect to the Notes and our other debt and liabilities;

• requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, reducing the availability of our cash flow to fund internal growth through working capital and capital expenditures and for other general corporate purposes;

• increasing our vulnerability to economic downturns in our industry;

• exposing us to interest rate increases;

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• placing us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow;

• limiting our flexibility in planning for or reacting to changes in our business and our industry;

• restricting us from pursuing strategic acquisitions or exploiting certain business opportunities;

• limiting, among other things, our and our subsidiaries' ability to borrow additional funds or raise equity capital in the future and increasing the costs of such additional financings; and

• subjecting us to a greater risk of non-compliance with financial and other restrictive covenants in our debt facilities. We may not have enough cash available to service our debt. Our ability to make scheduled payments on the Notes and to meet our other debt service obligations including under the Revolving Credit Facility, or to refinance our debt, depends on our future operating and financial performance, which will be affected by our ability to implement successfully our business strategy as well as general economic, financial, competitive, regulatory, technical and other factors beyond our control. If we cannot generate sufficient cash to meet our debt service requirements, we may, among other things, need to refinance all or a portion of our debt, including the Notes, obtain additional financing, delay planned capital expenditure or sell material assets. If we are not able to refinance any of our debt, obtain additional financing or sell assets on commercially reasonable terms or at all, we may not be able to satisfy our obligations with respect to our debt, including the Notes. In that event, borrowings under other debt agreements or instruments that contain cross-default or cross-acceleration provisions may become payable on demand, and we may not have sufficient funds to repay all of our debts, including the Notes. See the section "Description of indebtedness." Despite our current significant leverage, we may be able to incur more debt in the future, which could further exacerbate the risks of our leverage. This additional debt may be structurally senior or have a senior security interest with respect to certain of the Notes. We have incurred significant amounts of debt and may incur more debt in the future. The Revolving Credit Facility currently provides for commitments of up to €250.0 million. All of the borrowings under the Revolving Credit Facility are senior obligations of Hellas V and secured by priority liens (the "Priority Liens") on substantially all of the assets of Weather Finance III, Hellas III, Hellas IV, Hellas V, WIND Hellas; all of the shares of Weather Finance III, Hellas III, Hellas IV, Hellas V, Hellas VI, WIND Hellas; and the Put Right. In addition, our hedging obligations may be secured by Priority Liens. Such obligations are effectively senior to the Notes to the extent of the assets securing such obligations. The Revolving Credit Facility and the indenture governing the Senior Secured Notes; and the indenture governing the Senior Notes limit our ability to incur additional debt but do not prohibit us from doing so if we can satisfy certain tests set forth therein. We are permitted to incur some additional debt without satisfying such tests. In certain circumstances, we may incur substantial additional indebtedness in the future that could mature prior to the Notes and which may be secured by Liens on our assets, which rank senior to the Liens securing certain of the Notes. Hellas III and Hellas V (the "Issuers") are completely dependent on receiving payments from other members of our group to make payments on the Notes or meet their obligations. Such other members may not be able to make such payments in some circumstances. Hellas III and Hellas V are holding companies with no revenue-generating operations of their own. As a result, in order to make payments on the Notes or meet their other obligations, the Issuers are dependent upon receiving payments from the borrowers under the relevant intercompany corporate bond loans. See "Description of indebtedness—Intercompany corporate bond loans." The intercompany corporate bond loans may be amended in certain circumstances or may not be sufficient to allow the borrowers under the intercompany corporate bond loans to make the necessary payments to the Issuers to permit them to satisfy their obligations. If the intercompany corporate bond loans are not sufficient to allow the borrowers there under to make such payments to the Issuers, the Issuers will need to rely on dividends or other distributions or share repurchases by WIND Hellas to satisfy their obligations under the Notes or we may have to refinance our indebtedness. There can be no assurance that we will be able to refinance our indebtedness and any failure to refinance our indebtedness in such circumstances could result in a default under the Notes. The ability of other members of our Group to make payments to the Issuers depends upon their cash flows or earnings, which, in turn, are affected by all of the factors discussed in these "Risk factors." Furthermore, the Revolving Credit Facility and the Notes contain, and any debt that we may incur in the future may contain, covenants that restrict the ability of certain

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members of our Group to make distributions or other payments to creditors unless we satisfy certain financial tests or other criteria. As a result, although we may on a consolidated basis have sufficient resources to meet our obligations, the borrowers under the intercompany corporate bond loans may not be able to make the necessary transfers to the Issuers to permit them to satisfy their obligations. The insolvency laws of Luxembourg and Greece may not be as favorable to holders of Notes as U.S. insolvency laws or those of another jurisdiction with which you may be familiar. The Issuers and the guarantors of the Notes are incorporated and have their centers of main interests under the laws of either Luxembourg or Greece. Accordingly, insolvency proceedings with respect to these companies may proceed under, and be governed by, Luxembourg or Greek insolvency law. The insolvency laws of these jurisdictions may not be as favorable to your interests as those of the United States or another jurisdiction with which you may be familiar. The following is a brief description of certain aspects of insolvency law in Luxembourg and Greece. In the event that any one or more of the Issuers, the Guarantors or any other subsidiary thereof experience financial difficulty, it is not possible to predict with certainty the outcome of insolvency or similar proceedings. Luxembourg Under Luxembourg insolvency law, the following types of proceedings (together referred to as insolvency proceedings) may be opened against one or more of the Issuers to the extent it has its registered office or center of main interest in Luxembourg: • bankruptcy proceedings (faillite), the opening of which may be requested by the relevant Issuer or by any of its creditors.

Following such a request, the courts having jurisdiction may open bankruptcy proceedings, if the relevant Issuer (i) is in default of payment (cessation des paiements) and (ii) has lost its commercial creditworthiness (ébranlement de credit). If a court finds that these conditions are satisfied, it may also open bankruptcy proceedings, absent a request made by the relevant Issuer or a creditor. The main effect of such proceedings is the suspension of all measures of enforcement against the relevant Issuer, except, subject to certain limited exceptions, for secured creditors and the payment of creditors in accordance with their rank upon the realization of assets;

• controlled management proceedings (gestion contrôlée), the opening of which may only be requested by the relevant Issuer and not by its creditors; and

• composition proceedings (concordat préventif de faillite), which may be requested only by the relevant Issuer (having received prior consent of a majority of its creditors) and not by its creditors. The court's decision to admit a company to the composition proceedings triggers a provisional stay on enforcement of claims by creditors.

In addition to these proceedings, the ability of the holders of Notes to receive payment on the Notes may be affected by a decision of a court to grant a stay on payments (sursis de paiements) or to put the relevant Issuer into judicial liquidation (liquidation judiciaire). Judicial liquidation proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that are in serious violation of the commercial code or of the laws governing commercial companies dated 10 August 1915, as amended (the "Companies Act"). The management of such liquidation proceedings will generally follow similar rules as those applicable to bankruptcy proceedings. The Issuers' liabilities in respect of the Notes will, in the event of a liquidation of the Issuers following bankruptcy or judicial liquidation proceedings, rank after the cost of liquidation (including any debt incurred for the purpose of such liquidation) and those of the concerned Issuer's debts that are entitled to priority under Luxembourg law. Preferential debts under Luxembourg law for instance include, among others: • certain amounts owed to the Luxembourg Revenue;

• value-added tax and other taxes and duties owed to the Luxembourg Customs and Excise;

• social security contributions; and

• remuneration owed to employees.

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Assets over which a security interest has been granted will in principle not be available for distribution to unsecured creditors (except after enforcement and to the extent a surplus is realized).

During insolvency proceedings, all enforcement measures by unsecured creditors are suspended. The ability of secured creditors to enforce their security interest may also be limited in the event of controlled management proceedings automatically causing the rights of secured creditors to be frozen until a final decision has been taken by the court as to the petition for controlled management, and may be affected thereafter by a reorganization order given by the court. A reorganization order requires the prior approval by more than 50% of the creditors representing more than 50% of the relevant Issuer's liabilities in order to take effect. Luxembourg insolvency law may also affect transactions entered into or payments made by the Issuers during the period before bankruptcy, the so-called "suspect period" (période suspecte) which is a maximum of six months preceding the judgment declaring bankruptcy, except that in certain specific situations the court may set the start of the suspect period at an earlier date, if the bankruptcy judgment was preceded by another insolvency bankruptcy judgment under Luxembourg law, the court may set the maximum up to six months prior to the filing for such controlled management. In particular: • pursuant to article 445 of the Luxembourg code of commerce, specified transactions (such as, in particular, the granting of a

security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any means other than in cash or by bill of exchange; the sale of assets without consideration or with substantially inadequate consideration) entered into during the suspect period (or the ten days preceding it) must be set aside or declared null and void, if so requested by the insolvency receiver;

• pursuant to article 446 of the Luxembourg code of commerce payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were concluded with the knowledge of the bankrupt's cessation of payments; and

• pursuant to article 21 (2) of the Luxembourg act dated 5 August 2005 concerning financial collateral arrangements (the Collateral Act 2005), notwithstanding the suspect period as referred to in articles 445 and 446 of the Luxembourg code of commerce, where a financial collateral arrangement has been entered into after the opening of liquidation proceedings or the coming into force of reorganization measures or the entry into force of such measures, this agreement is valid and binding against third parties, administrators, insolvency receivers, liquidators and other similar organs if the collateral taker proves that it ignored the fact that such proceedings had been opened or that such measures had been taken or that it could not reasonably be aware of it.

In case of bankruptcy, article 448 of the Luxembourg code of commerce and article 1167 of the civil code (action paulienne) gives the insolvency receiver (acting on behalf of the creditors) the right to challenge any fraudulent payments and transactions, including the granting of security with an intent to defraud, made prior to the bankruptcy, without any time limit. Greece Under Greek bankruptcy law, the following types of proceedings (together referred to as insolvency proceedings) may be opened against WIND Hellas to the extent to which it has its center of main interest in Greece: • bankruptcy proceedings, brought in accordance with articles 525-695 of the Greek Commercial Law; a person or legal entity

which is a merchant may be declared bankrupt by virtue of a court decision if it is deemed to be in a state of cessation of payments. A cessation of payments may either be actual (a failure to pay debts due to an inability to do so, of a general and permanent nature) or constructive, (a continuation of payments through "destructive means," i.e. borrowing at exorbitant rates or selling assets in distress). The declaration of bankruptcy has various consequences for the bankrupt person or entity and its creditors, such as loss of the right to administer the bankruptcy estate, which is instead managed by the bankruptcy representative (syndikos); creditors, other than secured creditors, who may enforce their security, may not take or continue any enforcement measures against the bankruptcy estate and must submit their claims to a claims verification procedure; interest accrual relating to unsecured claims is discontinued; and certain transactions having taken place after the cessation of payments, the commencement of which may be set by the bankruptcy court up to two years before the declaration of bankruptcy (the "suspect period"), or within ten days before that time, are automatically void, whereas all other transactions having taken place during the suspect period may be annulled upon application of the bankruptcy representative to the court, provided that the counterparty of the bankrupt had knowledge of the cessation of payment;

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• composition, ordered between a company and the 60% majority of its creditors in accordance with article 44 Law 1892/1990 if agreed to by a company in financial distress (as defined in Law 1386/1983) and 60% of all its creditors, including 40% of secured creditors, and ratified by the Court of Appeal. This composition will be binding on all other creditors which appear in the latest financial statements of the company. Such composition may provide for the limitation or restructuring of the debts of the company;

• the Court of Appeal appointment of a supervisor in accordance with article 45 Law 1892/1990, upon an application of 51% of the creditors of a company in financial distress (as defined in Law 1386/1983) in order to reach a composition with creditors in accordance with article 44 Law 1892/1990. After appointment of the supervisor, the disposal of assets of the company requires such supervisor's consent, enforcement measures against the company are discontinued, and interest does not accrue on the company's debts;

• special liquidation, which may be ordered by the Court of Appeal in accordance with articles 46, 46a or 46b of Law 1892/1990 upon application of creditors of a company in financial distress;

• compulsory administration of a company in financial distress in accordance with article 1034 of the Code of Civil Procedure may be imposed by the court of the real estate or business of a debtor. This is a measure of individual enforcement, not a collective one; and

• placing a company under the administration of its creditors or subjecting it to special liquidation in accordance with legislative decree 3562/1952. A company in a state of cessation of payment may by virtue of a court decision be subjected to the administration of its creditors or to special liquidation in accordance with legislative decree 3562/1952 instead of being declared bankrupt.

Transfers of the Notes are restricted, which may adversely affect the value of the Notes. The Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws. You may not offer the Notes in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws, or pursuant to an effective registration statement. The Notes and the indentures governing the notes contain provisions that restrict the Notes from being offered, sold or otherwise transferred except pursuant to the exemptions available pursuant to Rule 144A and Regulation S, or other exceptions, under the U.S. Securities Act. Furthermore, we have not registered the Notes under any other country's securities laws. It is your obligation to ensure that your offers and sales of the Notes within the United States and other countries comply with applicable securities laws. Borrowings under the Revolving Credit Facility and the Senior Secured Notes bear interest at floating rates that could rise significantly, increasing our interest cost and reducing cash flow. A portion of our debt, including borrowings under the Revolving Credit Facility and the Senior Secured Notes bear interest at per annum rates equal to EURIBOR, adjusted periodically, plus a spread. These interest rates could rise significantly in the future, increasing our interest expense associated with these obligations, reducing cash flow available for capital expenditures and hindering the Issuers' ability to make payments on the Notes. The covenants in the Revolving Credit Facility and the Notes and the instruments governing our other debt may limit our ability to operate our business. The Revolving Credit Facility and the indentures governing the Notes contain affirmative and negative covenants. The Revolving Credit Facility requires us to maintain certain financial ratios and, together with the indentures governing the Notes, contains other covenants restricting, among other things, our ability to incur additional debt, sell assets, create liens or other encumbrances, make certain payments and dividends and merge or consolidate. Such restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise. If we do not comply with the covenants and restrictions in the Revolving Credit Facility, or the indentures governing the Notes, we could be in default under those agreements, and the debt incurred under those agreements, together with accrued interest, could then be declared immediately due and payable. If we default under the Revolving Credit Facility or the Notes, the lenders under the Revolving Credit Facility, or holders of the Notes (subject to restrictions on enforcement rights) could cause all of the outstanding debt obligations there under to become due and payable, requiring us to apply all of our cash to repay the debt there under or prevent us from making debt service payments on our other debt. In addition, any

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default under the Revolving Credit Facility or the Notes could lead to an acceleration of debt under other debt instruments that contain cross acceleration or cross default provisions. If the debt under the Revolving Credit Facility or the Notes or other debt instruments is accelerated, we may not have sufficient assets to repay amounts due there under. Our ability to comply with these provisions of the Revolving Credit Facility, the indentures governing the Notes and other agreements governing our other debt may be affected by changes in the economic or business conditions or other events beyond our control. You may have difficulty enforcing your rights against the Issuers, the guarantors of the Senior Secured Notes and their directors and executive officers. The Issuers are incorporated in Luxembourg. All of the directors and executive officers of the Issuers are non-residents of the United States. Although the Issuers have submitted to the jurisdiction of certain New York courts in connection with any action under U.S. securities laws, you may be unable to effect service of process within the United States on its directors and executive officers. In addition, as all of their assets and substantially all of the assets of their directors and executive officers are located outside of the United States you may be unable to enforce against them judgments obtained in the U.S. courts predicated upon civil liability provisions of the federal securities laws of the United States. In addition, we have been informed that it is questionable whether a Luxembourg court would accept jurisdiction and impose civil liability if proceedings were commenced in Luxembourg predicated solely upon U.S. federal securities laws. We may not be able to repurchase the Notes upon a change of control. Upon the occurrence of a change of control, we will be required to offer to repurchase all of the Notes in cash in an amount equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase. We may not have sufficient funds at the time of any such event to make the required repurchases. Additionally, a change of control would also require us to offer to repurchase all of the Notes and would be a prepayment event under the Revolving Credit Facility. In the event this results in an event of default there under, the lenders under the Revolving Credit Facility may accelerate the relevant debt, which could also cause an event of default under the indentures governing the Notes. The source of funds for any repurchase required as a result of any such event will be available cash or cash generated from operating activities or other sources, including borrowings, sales of assets, sales of equity or funds provided by subsidiaries. Sufficient funds may not be available at the time of any such events to make any required repurchases of the Notes tendered. The Notes are held in book entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies. The Notes were issued in global certificated form and held through the Depository Trust Company ("DTC") Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"). Interests in the global notes trade in book entry form only, and Notes in definitive registered form, or definitive registered Notes, are issued in exchange for book entry interests only in very limited circumstances. Owners of book entry interests are considered owners or holders of Notes. The common depositary, or its nominee, for DTC, Euroclear and Clearstream, as applicable, will be the sole registered holder of the global notes representing the Notes and is entered as such in the register of note holders maintained by the Issuers at their registered office. Payments of principal, interest and other amounts owing on or in respect of the global notes representing the Notes are made to The Bank of New York as Principal Paying Agent, which make payments to DTC, Euroclear and Clearstream, as applicable. Thereafter, these payments are credited to participants' accounts that hold book entry interests in the global notes representing the Notes and credited by such participants to indirect participants. After payment to the common depositary for DTC, Euroclear and Clearstream, we have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book entry interests. Accordingly, if you own a book entry interest, you must rely on the procedures of DTC, Euroclear and Clearstream, and if you are not a participant in DTC, Euroclear and Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of Notes under the indentures governing the Notes. Unlike the holders of the Notes themselves, owners of book entry interests have no direct right to act upon the Issuers' solicitations for consents, requests for waivers or other actions from holders of the Notes. Instead, if you own a book entry interest, you are permitted to act only to the extent you have received appropriate proxies to do so from DTC, Euroclear and Clearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable you to vote on a timely basis.

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Similarly, upon the occurrence of an event of default under the indentures governing the Notes, unless and until definitive registered Notes are issued in respect of all book entry interests, if you own a book entry interest, you will be restricted to acting through DTC, Euroclear and Clearstream. The procedures to be implemented through DTC, Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights under the Notes. Risks related to the Senior Secured Notes, the Senior Secured Guarantees and the Liens securing the Senior Secured Notes Your right to take enforcement action with respect to the Liens securing the Senior Secured Notes is limited in certain circumstances. The indenture governing the Senior Secured Notes and the Intercreditor Agreement contain provisions restricting the rights of holders of the Senior Secured Notes to take enforcement action with respect to the Liens securing such Senior Secured Notes in certain circumstances. These provisions generally provide that the Trustee for the Senior Secured Notes and the agent for the creditors under the Revolving Credit Facility must generally engage in certain consultative processes for a period of up to 45 days before enforcing the Liens securing the Senior Secured Notes. In addition, disagreements between the holders of the Senior Secured Notes, or between the Trustee for the Senior Secured Notes and the agent for the creditors under the Revolving Credit Facility, could limit or delay the ability of the holders of the Senior Secured Notes to enforce their Liens. Delays in the enforcement could decrease or eliminate recovery values. In addition, the holders of the Senior Secured Notes do not have any independent power to enforce, or have recourse to, any of the security documents or to exercise any rights or powers arising under the security documents except through the Security Agent as provided in the Intercreditor Agreement. See "Description of indebtedness—Intercreditor Agreement—Enforcement of security." By accepting a Senior Secured Note, you are deemed to have agreed to these restrictions. As a result of these restrictions, holders of the Senior Secured Notes have limited remedies and recourse against the Group in the event of a default. See "Description of indebtedness—Intercreditor Agreement." The value of the assets securing the Senior Secured Notes and the Senior Secured Guarantees may not be sufficient to satisfy our obligations under the Senior Secured Notes or the Senior Secured Guarantees. The obligations of Hellas V with respect to the Senior Secured Notes, and the obligations of the guarantors of the Senior Secured Notes under their guarantees are secured by the Liens securing the Senior Secured Notes. The assets underlying these Liens are also pledged on a priority basis for the benefit of the lenders under the Revolving Credit Facility and under certain hedging obligations. They may also be pledged to secure other senior debt of Hellas V under certain circumstances. The indenture governing the Senior Secured Notes allows us to incur additional debt in the future that is secured by Priority Liens on our assets. In the event of an enforcement of the Liens in respect of the Senior Secured Notes, the proceeds from the sale of the assets securing the Senior Secured Notes may not be sufficient to satisfy Hellas V's obligations under the Senior Secured Notes or the obligations of the guarantors of the Senior Secured Notes under their guarantees. The Intercreditor Agreement provides that, in the event of any distribution of the proceeds from the sale of any shared collateral securing the Senior Secured Notes, the holders of the Priority Liens will be entitled to receive from such distribution payment in full in cash before the holders of the Liens securing the Senior Secured Notes will be entitled to receive any payment from such distribution with respect to the Senior Secured Notes or the guarantees of the Senior Secured Notes. Risks related to the Senior Notes, the Senior Guarantees and the Junior Liens Your right to receive payments under and take enforcement action with respect to the guarantees of the Senior Notes (the "Senior Guarantees") and the Junior Liens is limited in certain circumstances. The indenture governing the Senior Notes contains provisions subordinating the Senior Guarantees in right of payment to certain senior debt of the guarantors of the Senior Notes, including the obligations of such guarantors under the Revolving Credit Facility and the Senior Secured Notes. The indenture governing the Senior Notes and the Intercreditor Agreement also contain provisions restricting the rights of holders of the Senior Notes to take enforcement action with respect to the Senior Guarantees and the collateral securing the Senior Notes and the Senior Guarantees in certain circumstances. These subordination provisions generally provide: • that a distribution to our creditors in an insolvency proceedings or other similar events, all holders of senior debt (including

the Revolving Credit Facility and the Senior Secured Notes) of such guarantor must receive payment in full in cash before the holders of the Senior Notes will be entitled to receive payment with respect to the Senior Guarantee of such guarantor;

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• customary turnover provisions by the trustee for the Senior Notes for the benefit of the holders of senior debt (including the Revolving Credit Facility and the Senior Secured Notes) and such other lenders provided for in the Intercreditor Agreement in respect of amounts received by the trustee for the Senior Notes in violation of the indenture governing the Senior Notes or the Intercreditor Agreement;

• that if a payment default on senior debt (including the Revolving Credit Facility and the Senior Secured Notes) has occurred and is continuing, the guarantors may not make any payment in respect of the Senior Guarantees until such default is cured or waived;

• that if any default other than a payment default occurs and is continuing on any senior debt (including the Revolving Credit Facility and the Senior Secured Notes) and the trustee for the Senior Notes receives a notice of such default from the agent for such senior debt, the guarantors may not make any payment in respect of the Senior Guarantees until the earlier of, among other dates, the date on which the default is cured or waived and 179 days after the date on which the applicable payment blockage notice is received. See "Description of indebtedness⎯Intercreditor Agreement⎯Payment blockage"; and

• that the holders of the Senior Notes and the trustee for the Senior Notes are prohibited, without the prior written consent of the agent for the creditors under the Revolving Credit Facility and the trustee for the Senior Secured Notes, from taking any enforcement action with respect to the Senior Guarantees or the Junior Liens securing such Senior Notes, unless (i) certain insolvency events have occurred and are continuing in relation to the applicable guarantor; (ii) the lenders under the Revolving Credit Facility and the Senior Secured Notes senior debt have taken enforcement action there under; or (iii) an event of default has occurred under the Senior Notes and is continuing and (x) is due to a failure to pay principal at maturity of (y) (A) the trustee for the Senior Notes has notified the agent for the creditors under the Revolving Credit Facility and the trustee for the Senior Secured Notes in writing, and (B) a standstill period of not less than 179 days has passed from the date of such notification of the event of default, and (C) at the end of such standstill period, the event of default is continuing and has not been waived in accordance with the terms of the indenture governing the Senior Notes by the holders of the Senior Notes or the trustee for the Senior Notes or cured.

In addition, disagreements between the holders of the Senior Notes could limit or delay the ability of the holders of the Senior Notes to enforce their Junior Liens. In addition, the holders of the Senior Notes have no independent power to enforce, or have recourse to, any of the security documents or to exercise any rights or powers arising under the security documents except through the Security Agent. See "Description of indebtedness⎯Intercreditor Agreement⎯Enforcement of security." By accepting a Senior Notes, you are deemed to have agreed to these restrictions. As a result of these restrictions, holders of the Senior Notes have limited remedies and recourse against the Subsidiary Guarantors in the event of a default. See "Description of indebtedness⎯Intercreditor Agreement." The assets securing the Senior Notes are subject to control by creditors with Priority Liens and by creditors with Liens securing the Senior Secured Notes. If there is a default, the value of the security may not be sufficient to repay the priority creditors and the holders of the Senior Notes. The Senior Notes are secured by Junior Liens over (i) all of the shares of WIND Hellas, (ii) all intercompany loans owed to Hellas III and (iii) the bank accounts of Hellas III (located in England and Luxembourg). Most of these assets covered by the Junior Liens are pledged, on a priority basis, for the benefit of the lenders under the Revolving Credit Facility and for benefit of the holders of the Senior Secured Notes. In addition, the indenture governing the Senior Notes allows the incurrence of additional indebtedness in the future that is secured by Liens senior to the liens securing the Senior Notes. In the event of an insolvency or liquidation, or if payment under the Revolving Credit Facility, the Senior Secured Notes or any other secured debt is accelerated, the lenders under the Revolving Credit Facility, holders of the Senior Secured Notes and holders of any other secured debt will be entitled to exercise the remedies available to a secured lender under applicable law (in addition to any remedies that may be available under documents pertaining to the Revolving Credit Facility, the Senior Secured Notes or any other secured debt) and will be paid out of the assets pledged as collateral before these assets are made available to holders of the Senior Notes. In such event, the proceeds from the sale of such assets may not be sufficient to satisfy our obligations under the Senior Notes.

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UNAUDITED PRO-FORMA CONSOLIDATED FINANCIAL INFORMATION

As a result of the acquisition of the WIND Hellas Group and Hellas IV by WFIII in November 2009, the consolidated operations of WFIII for the period 20 July 2009 to 31 December 2009 includes the December 2009 operations of the WIND Hellas Group and Hellas IV whereas the eleven month operations of the WIND Hellas Group and Hellas IV have been included in the WFIII equity due to the accounting of the acquisition as a common control transaction. In order to provide the user of this report with useful information with respect to the operations of the WIND Hellas Group and Hellas IV for a full twelve months ended 31 December 2009 and 2008, respectively, we have provided the following unaudited pro-forma consolidated financial information, which is in accordance with IFRS, as adopted in the European Union and includes the following: The unaudited pro forma summary information is for illustrative purposes only. You should not rely on the unaudited pro forma statement of comprehensive income as being indicative of the results that would have been achieved had the acquisition been consummated at the beginning of the applicable period.


Actual one month WFIII

Group ended 31 December

2009 (audited)

(1)

Actual eleven

months Wind Hellas Group and Hellas IV

(unaudited) (2)

Pro-forma Combined


December 2009

(unaudited) (3)

Pro-forma Combined


December 2008

(unaudited) (4)

Revenues 78,668 975,907 1,054,575 1,250,239

Other income 2,621 15,554 18,175 9,922

Total Revenue 81,289 991,461 1,072,750 1,260,161

Purchases and services (52,878) (607,827) (660,705) (717,519)

Other expenses (6,152) (34,716) (40,868) (42,665)

Personnel expenses (12,193) (69,124) (81,317) (82,883)

Depreciation and amortization (22,722) (232,617) (255,339) (251,616)

Impairment of goodwill (82,189) 0 (82,189) (14,658)

Gains (losses) on disposal of non current assets (14) 2,667 2,653 (124)

Operating (loss) Income (94,859) 49,844 (45,015) 150,696

Finance income 4,158 3,163 7,321 27,818

Finance expenses (58,702) (163,013) (221,715) (243,136)

Loss Before Tax (149,403) (110,006) (259,409) (64,622)

Income tax (expense) benefit (8,192) 15,331 7,139 86,583 (Loss) Profit for the period (157,595) (94,675) (252,270) 21,961

(1) The consolidated profit and loss for the WFIII Group from incorporation (20 July 2009) to 31 December 2009, which effectively

includes the one month operations of the WIND Hellas Group and Hellas IV. (2) The eleven month operations of the WIND Hellas Group and Hellas IV for the period 1 January through to 27 November 2009 –

these operations have been included in the equity of the WFIII Group as part of the accounting for the acquisition of the WIND Hellas Group and Hellas IV under common control.

(3) Represents the actual WFIII Group from incorporation (20 July 2009) to 31 December 2009, which effectively includes the one month operations of the WIND Hellas Group and Hellas IV(1) combined with the eleven month operations of Wind Hellas Group and Hells IV(2) .

(4) Comparative information for the WIND Hellas Group and Hellas IV for the twelve months ended 31 December 2008.

The consolidated statement of financial position for the WFIII Group has not been prepared and presented on a pro-forma basis in this report. Since the WIND Hellas Group and Hellas IV were under the ultimate control of Weather Investments both before and after the acquisition by WFIII, this acquisition was accounted for as a common control transaction. As of 31 December 2009, the consolidated statement of financial position of the WFIII Group represents the combined group.

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BUSINESS OVERVIEW

Summary The WFIII Group, which includes the WIND Hellas Group, is the second largest fully integrated telecommunications carrier of fixed-line, internet and GSM mobile telecommunications services in Greece and it is also licensed to provide UMTS services. The principal business is the provision of fixed-line, internet and mobile telecommunications services, including voice, network access and related value-added services to pre-paid and contract customers. UMTS technology is also utilized to provide advanced mobile data services. The WFIII Group, which includes the WIND Hellas Group, operates primarily under the “WIND,” “Tellas” and “Q” brand.

Services and products Mobile Telecommunication Business Our principal business is the provision of mobile telecommunications services in Greece. Our goal is to offer customers a variety of services and products tailored to specific segments of the Greek mobile telecommunications market. WIND Hellas' basic mobile telecommunications service is provided on both its GSM and UMTS networks. WIND Hellas also offers value-added services, including messaging services, mobile Internet access, information and entertainment multimedia services, mobile television services and international roaming. In addition, WIND Hellas offers a variety of mobile telephone handsets, cordless fixed line devices, Data Cards, SIM cards and accessories to its customers. GSM network services We provide basic voice services for mobile telecommunications over GSM networks. Since June 1996, WIND Hellas has offered its services to contract customers on the basis of various tariff plans with different rates of monthly service fees and airtime tariffs. WIND Hellas has offered pre-paid telephony services since 1997. WIND Hellas supplements basic mobile telecommunications voice calls with additional services, many of which are standard in various service packages. These additional services include voicemail, international calling and complimentary call management capabilities such as call forwarding, call waiting, call hold, call barring, conference calling and caller identification. UMTS network services UMTS is a high speed network for 3G mobile telecommunications, which enables WIND Hellas to provide an extensive range of new services, including mobile multimedia, video telephony and high speed Internet access to its customers. In 2001, WIND Hellas was granted a 20 year license to operate a UMTS network in Greece and in October 2003 it "soft launched" the first UMTS network services in Greece to a select group of users, also offering them Internet access with connection speeds up to 384 kbps and video telephony services. In 2004, WIND Hellas became the first mobile telecommunications company to commercially launch a UMTS network in Greece. In January 2005, WIND Hellas launched 3G video streaming services. In November 2006, WIND Hellas introduced HSDPA network that offers downlink speed rates of up to 1.8 Mbits/sec and uplink up to 384Kbits/sec under the brand name "3G Broadband" (later renamed “ADSM”) and launched a new Data Cards offer. WIND Hellas' 3G Broadband technology is available nationwide wherever there is 3G network coverage, enabling WIND Hellas to offer HSDPA services to 68% of national population. Within 2009 the number of sites that support 3.6 Mbps downlink were almost doubled (from 117 to 220), whereas HSDPA services up to 7.2 Mbps downlink were offered in specific locations of Athens and Thessaloniki. Messaging services WIND Hellas began to provide basic SMS services to all its customers in October 1995 and MMS services in August 2002. WIND Hellas' MMS and video-MMS services allow its customers to access interactive applications and to send and receive photos, audio files, short videos and high-definition color and animated images to and from other MMS-enabled handsets or email addresses. In September 2005, WIND Hellas became one of the first two operators in Greece to offer Blackberry service to its contract customers.

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Value-added services In addition to the traditional value-added services (SMS, voice mail, directory services), WIND Hellas provides a wide range of advanced data services to all pre-paid and contract customers, for which WIND Hellas charges on a per-use or on a bundle basis. Several services have been developed in cooperation with leading Greek and international content and application providers. Our goal is to enable WIND Hellas' customers to use their mobile phone as a tool for accessing services beyond traditional voice calling and to educate them about current and upcoming mobile technologies by offering innovative value-added services that address their needs. WIND Hellas customers have access to a wide variety of innovative services through both WAP and web environments. WIND Hellas' dedicated WAP mobile portal, "WIND Plus," is exclusively offered to its customers since February 2006 and contains a portfolio of information and entertainment services. It offers an easy to navigate environment with multimedia information and entertainment services, including music, games, sports, news and videos. The portal has attractive per session pricing (access with unlimited browsing for a maximum of 24 hours) or customers can purchase a tariff add-on (WIND PLUS Non Stop) that allows unlimited on-portal browsing for a monthly fee. As of December 2008, off-portal browsing is charged per-kbyte (until then there was no distinction between on- and off-portal), and 40 MB of off-portal traffic were bundled within the aforementioned add-on, in order for WIND to monetize the growing trend of mobile internet browsing. WIND PLUS can be accessed with more than 250 handset models; Key services on WIND Plus include: • MyTones (ringback tones). This service allows the customer to change the standard tone callers hear when calling to a

song of their choice; • Full-Track downloads. This service allows customers to download music files on their handsets and PCs (dual download

for a single fee per track); • Music Non Stop. This exclusive, pioneering offering allows customers to download under a rental model up to 1000 tracks

per month on their handsets/PCs/MP3 players for a recurring monthly fee (€6.09), with track licenses being renewed every month of an active subscription;

• Java Games. This service offers a wide range of games that can be downloaded and played on a customer's handset; • Mobile Internet. This service allows customers to connect instantly to 50 of the most successful international and local

mobile internet services and sites, including Google Search, Gmail, news and lifestyle sites, and Social Networking services (Facebook, Hi5, Twitter, My Space, YouTube, LinkedIn but also local Greek communities like zoo.gr, mobile social, my phone and many others). In parallel, download of 3rd party and WIND-branded applications is enabled, including Google Maps and the Opera Mini browser. Exclusively for WIND subscribers, the automatic upload of photos to Facebook is available via MMS.

• Mobile Advertising. WIND was the first operator offering mobile advertising in Greece with WAP banners, landing

pages and sites on WIND Plus (launched May 2008. • Video Streaming & Downloading Services for 2.5G and 3G subscribers. These services include music video clips, and

football games from the Greek Superleague; • Mobile TV allows 2.5G and 3G customers to watch the following nine TV channels live: Antenna, Star, ERT-SAT, Alter,

MAD and NOVASPORTS; • Alert Services. These services are set up by the customer through WIND Plus, Web and SMS to maintain various types of

alerts and receive requested information; • Date, Chat & Blogs. These services offer dating, chat room services and access to different blogs.

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Also WIND offers SIM-based services to satisfy advanced customer needs: • Twin SIM Card. Two SIM cards with the same phone number to be used by professionals that have a car phone, PDA or

laptop Data card and do not wish to have different numbers and accounts; and • 2inOne SIM Card. Is a SIM card with two numbers for those customers who wish to have two numbers and only one

handset (i.e. one for business and one for personal use) Third-party services WIND Hellas offers five-digit SMS codes and premium voice lines to third-party application service providers that develop and market various value-added services, including ringtones, logos, Java games, horoscope, dating, chatting and sports information. The application service providers also use the five-digit SMS codes to run promotions and contests for consumer goods and to enable users to participate in interactive television and radio shows Moreover, the off-portal WAP service offers a section in Wind Plus WAP site where all third party partners can provide their own wap sites under a common environment covering a wide range of different contents like music, games, entairtenmaint etc. Mobile Broadband Services WIND offers mobile broadband services under the ADSM brand. ADSM enables WIND Hellas customers to have broadband access to internet & email via laptop or desktop anywhere, with speeds of up to 7.2 Mbps (downlink). ADSM includes 9 postpaid plans, 6 of which with volume-based bundles offering from 1 MB up to unlimited (with fair use policy), including an exclusive tariff plan for Greek students and 3 of which with time-based bundles offering 30, 100 and 200 hours. In addition, ADSM offers 2 prepaid plans with unlimited usage for 2 or 7 days. WIND offers a wide range of Data products to support ADSM, including PC Data Cards, USB Modems & Routers. ADSM is the 1st mobile broadband brand offered a free sub-notebook to all new activations in 24-month contracts that performed from July 2008. WIND Hellas currently use its UMTS/HSDPA network to provide broadband data access speeds reaching up to 7.2 Mbps in specific locations of Athens and Thessaloniki. WIND Hellas estimates that at 31 December of 2009 its UMTS/HSDPA network covered around 68% of the Greek population of approximately 11 million. International roaming Wind Hellas' contract and prepaid customers can use mobile telecommunications services when traveling in other countries by using foreign networks, while visitors can benefit from WIND’s extensive network (99.3% coverage of Greece) and services. As at 31 December 2009, Wind Hellas offered to its customers, voice roaming with 443 operators in 163 countries for postpaid, 119 operators in 70 countries for prepaid, GPRS/MMS roaming with 231 operators in 104 countries and 3G roaming with 110 operators in 52 countries. Wind Hellas customers are charged according to a country zone plan. Since 2007 the rates for roaming within EU are decreasing materially. In the area of retail offers the “Roaming Summer Promo” add-on service (available 20 July – 31 August with no activation fee) tendered postpaid customers with national-level charges for all roaming calls made within EU. Finally, and in order to lead to further datacard adoption and usage, WIND Hellas increased in August 2009 the Retail GPRS bundle offer from 40 Mb to 80 Mb and the EU Voice in December, from 20 minutes to 30. Handsets and accessories WIND Hellas offers a broad selection of high-quality handsets and related accessories. WIND Hellas acquires handsets from a variety of suppliers, including Nokia, Sony Ericsson Mobile Communications AB, Samsung Electronics Co. Ltd, Motorola Inc, LG Electronics, Alcatel, HTC & Blackberry handsets from RIM. In the last three years, WIND Hellas focused its sales, marketing and upgrade activities on customized handsets for WIND by its suppliers to include WIND Hellas' settings, soft/hard key for access to portal, logo, bookmarks, ringtone, wallpaper and screensaver. Handsets and accessories are sold at cost to WIND Hellas' independent distributors for sale to contract customers and directly to contract customers through WIND-branded stores. WIND Hellas sold handsets directly to contract customers and to master dealers, including handset upgrades for contract customers. In addition, WIND Hellas sells pre-paid packages which include

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handsets to independent distributors at a discount on the retail price, and directly to WIND Hellas' pre-paid customers at the full retail price, predominantly through WIND-branded stores. WIND Hellas' independent distributors typically use customer commissions they receive from WIND Hellas to reduce the cost of the handsets to customers. Consumer contract services WIND Hellas currently offers a complete and diverse tariff plan portfolio to single contract and family customers, covering multiple consumer needs. Each tariff plan consists of a monthly fee, bundled minutes or euro-bundles, and additional monthly charges for any traffic in excess of the bundled minutes. WIND Hellas’s tariff portfolio includes: • WIND 100 – WIND 1000. A range of nine bundled minutes-based tariff plans, designed to address the evolving needs of

customers. These packages offer bundled amounts of airtime ranging from 100 to 1,000 minutes per month, common rates for calls to all networks and reduced monthly fees for customers who continue to use our services for more than a year. A "rollover" option, whereby a customer's unused bundled minutes are transferred to the following month's airtime balance is offered to all WIND 100 – WIND 1000 tariff plans. All customers in these plans have access to a 4-digit number providing balance information regarding the amount of their used traffic within the month.

• WIND Flexy 20 – WIND Flexy 125. Nine flexible tariff plans providing an amount in € that can be used for either voice,

videotelephony, SMS or MMS services in any combination. WIND Flexy customers pay a set fee each month and may allocate this amount among voice or messaging services according to their individual needs. All add-on options mentioned below are available to Flexy customers. Flexy customers also have access to balance information services.

• WIND MAX 300 & 600. Unique tariff plans offering 300/600 calls of unlimited duration towards all WIND mobiles and

fixed numbers, as well as 1000/300 SMS towards WIND mobiles and unlimited browsing in WIND Plus portal. • Flexy Zero. Tariffs for low-end users without a monthly fee, offering embedded free usage in €, provided customers meet a

certain minimum commitment in usage. • WIND Automatic Plans. Two plans (Automatic Plan 1 and Automatic Plan 2) consisting of a subset of 3 tariffs,

automatically migrating customers to the tariff yielding the lowest monthly invoice every month according to the customers’ actual usage. Automatic Plans are available for both Flexy and bundled-minute tariff types. Subscription to these tariffs entails a small monthly fee (€2.5 and €6.5 respectively).

• WIND Hybrid Plans. Three plans that combine the benefits of both prepaid and postpaid in one plan. Postpaid

characteristics such as monthly embedded usage, low charges, monthly invoice and handset subsidy as well as prepaid characteristics such as balance inquiry and balance reload capability. To maintain control all outgoing traffic is barred after the consumption of free embedded usage.

• WIND XL. A high-end tariff plan under all-inclusive concept offering 1,000 voice minutes, 1,000 video-telephony minutes,

1,000 SMS, 1,000 MMS and 1,000 MB. • WIND-i Plans. Four mobile internet tariff plans providing free usage that can be used for voice, SMS and mobile internet

services. • WIND Family Account. A family account for up to five members (at least two contract and up to three prepaid members)

under one single monthly bill. Each family account may select to receive either 60 extra free minutes per month for intra family calls or 10% discount on the monthly fee. Eligible are the plans with monthly fee greater or equal to €20. A "Non Stop" add-on option is also available offering unlimited intra-family usage (Voice, SMS and MMS) unlimited with a monthly fee starting at €15.99 (for 2 members).

• Recently WIND launched new Unlimited tariff Plans, i.e. seven tariff plans under Unlimited and all-inclusive concept

offering unlimited on-net voice and SMS usage as well as free usage for voice minutes, videotelephony minutes, SMS, MMS and Mobile Internet to off-net destinations.

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In addition to the above-mentioned tariff plans, WIND offers a variety of add-on services providing discounted bundled voice or SMS towards various destinations at an extra monthly fee, such as On-net Add-on, Fixed Add-on, International Add-on, SMS and MMS add-ons. All these tariffs and add-ons are promoted via the WIND Personal Plan, a flexible tool used by the stores in a single hard copy format, that describes add on services and tariff plans, and assists customers in choosing the most suitable combination according to their needs. Business contract services WIND Hellas offers these customers, which include corporations, small and medium enterprises, and small office/home office companies, mobile telecommunications services tailored to their specific needs. Monthly service fees and tariff plan rates applicable to our business customers are based on their specific needs in line with our "B BEST" tariff plan portfolio. There are different tariff plans for different usage needs and for varying customer profiles. WIND Hellas is currently promoting a variety of tariff plans and add-ons to potential business customers, including: • Benefit Basic. A basic tariff plan with a low monthly service fee and per destination rates; • BBest Flexy 60 - BBestFlexy 1000. A range of integrated mobile telecommunications tariff plans that including a range

of combinations of bundled minutes and value-added services for the business customer ; • Virtual Private Networks (VPN) add-ons. A set of add-on services offering free minutes for intracompany

communication tailored to the specific needs of the business customer; • BlackBerry. The leading wireless communications platform that keeps mobile professionals connected to people and

information with integrated support for voice, e-mail, Internet and data applications; • Business XS-3XL. A portfolio of all inclusive tariffs incorporating bundle minutes and unlimited calls towards VPN and

/or fixed destinations. In addition some tariffs have embedded the BlackBerry Service or one Gigabyte of GPRS traffic. These tariffs aim to offer the subscriber a complete solution covering all his needs in a single monthly fee;

• B Best Control. A hybrid scheme that allows business users to add a prepaid number to their B Best account control its

monthly usage and incorporate it in VPN airtime; • Split Bill. A cost control service allowing businesses to give their employees the possibility to have a separate bill issued

in their name if their pre-selected threshold is passed. This allows businesses to have complete control over their Telecommunication Costs;

• WIND Group. A complement to the B BEST tariff plan, this option is aimed at unions and company employees and

offers 4 tariff plans, competitive rates and an individual bill for each account within the Group (1-4 lines); • A portfolio of all inclusive tariffs incorporating bundle minutes and unlimited calls towards VPN and /or fixed destinations

will be launched in 2010. Some of the tariffs have embedded the BlackBerry Service or one Gigabyte of GPRS traffic. These tariffs aim to offer the subscriber a complete solution covering all his needs in a single monthly fee.

. In January 2009, Q card enforced its economy mentality and image by offering even lower voice rates on a permanent basis via SMS opt in to 12260. More specifically, the rates were €0.10/1’on brand and €0.21/1’ to all other National destinations as well as to TOP International destinations, while preferential rates maintained to rest of Eastern European Countries. It was also combined with successful offers of 2009 included 45’ free minutes to all (from 1 February 2009 until 16 February 2009) upon €20 recharge. In order to build the community within Q customers, from March until June 2009 free communication on brand -via automatic bonus upon recharge- was launched to all users. More specifically from mid March to April, upon recharge of €5/€10/€20 customers were awarded 60/100/200 minutes with 7 /14/30 days validity.

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To broaden further the community Bonus upon recharge was enhanced to include Wind destinations as well. So, in May& June customers were awarded 30/100/200 minutes with 5/14/30 days validity upon recharge of €5/€10/€20. Since July 2009 a permanent offer of free communication via opt-in mechanism was introduced. Initially 200 minutes and 200 SMS to any Q customers were offered at €3.90. The offer was doubled – thus included 400 minutes to any Q number – in October due to launch of higher bundles from competition. Finally Unlimited Free SMS on brand (from 22 October 2009 until 15 December 2009) via opt-in was communicated as a Christmas promotion. Fixed Telecommunication Business

The LLU market expanded to 953 thousand at the end of 2009 from 600 thousand at the end of 2008, showing significant growth from the three major operators. The indirect market showed a significant decrease as the alternative operators continued to focus on LLU while also migrating legacy CS/CPS customers to LLU products.

The main drivers of the LLU market growth are the elimination of the incumbent’s monthly fee, the competitive pricing, the unlimited call plans and the fast internet up to 24Mbps. By the end of 2009 the first efforts of triple play, where launched either through true IPTV or through “hybrid” satellite TV combinations with double play. Forthnet maintained the leading position in the market, while Hellas Online became the top performing company capturing the highest shares of net additions. Tellas lost the second place to Hellas online, barely keeping up to the competition. On Telecoms was stagnant and just managed to keep their customer base.

It should be noted that the mobile operators, Vodafone and Cosmote, are present in the fixed telephony race offering ‘fixed GSM handsets’ and competing the alternative operators in the LLU area, but with low to moderate success.

A regulated glide path reduction of the mobile termination rates has been put in place. This action resulted in changes to OTE’s regulated retail tariffs, while most alternative operators retained their retail prices, capitalizing on gross margin. Tellas Double Play Unlimited was coupled with a new product, namely Double Play No Limit, which proved a significant success after its relaunch on early 2009. The product set the market standards in value for money and was copied in March 2010.

As a result Tellas now offers a three product lineup starting from the entry level Double Play Best Price at €22.90. This product offers high speed internet and a pay per time voice plan and mainly targets the single heavy internet user. The mid range is covered by the aforementioned Double Play No Limit at €32.90 which offers high speed internet and unlimited national calls to fixed lines and targets users with balanced voice and data needs. The high end product is the Double Play Unlimited at €39.90 which additionally offers 60 minutes to mobiles and unlimited international calls, mainly targeting a multiuser home.

On voice only products Tellas has revamped the lineup offering a converged low end product that has a high volume of bundled minutes to Wind mobiles. The product, named Telephony 400 at €19.90, was launched in March 2009 and is offering 200 minutes to national fixed and 200 minutes to Wind mobiles, mainly targeting Wind mobile users. The high end offer, named Telephony Unlimited was revamped in May. The existing at that time product was offering unlimited calls to fixed at €26.95 and was heavily outperformed by competition high end products. The revamped product offered 60 mins to mobiles on top for a very competitive €27.90. Practically half the customer base of the old Unlimited was migrated to the new product. A further revamp of the Telephony product line is planned in the first quarter of 2010, with the main addition of a new entry level product at the same price of the PSTN monthly fee of the incumbent, with addition of 240 minutes to national fixed.

Tellas customer base on LLU changed significantly in 2009 ending up with a 66% - 34% mix of Double Play vs. Telephony customers. At the end of 2008 the mix was 53%-47% again in favor of Double Play.

Regarding legacy products and given the overall focus on FLLU growth, carrier preselection voice tariff plans, production was driven mainly by a small call center and few stores outside FLLU footprint. Based on FLLU sites expansion, recurring actions for upgrading cps customers to FLLU have taken place throughout the year.

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Similarly to carrier preselection, the low customer base of indirect internet access products has shown a slight decreasing trend. The full LLU products are much more competitive, in both pricing and performance for the end user while the retail offers of the incumbent are very aggressively priced leaving little room for any market development. Business Solutions Market overview & dynamics: The business market during 2009 was mainly characterized by aggressiveness in the pricing of Voice and Data services and new offer propositions especially in the upper segment of the market (e.g. SME and Corporates). Product overview: Corporate Voice: the service offers complete independence from the incumbent, taking advantage of the number portability and Tellas/Q own numbering. The consolidation of ex-Tellas and ex-Q PRI products offered a wider variety in the access types that the service can be offered. Internet Leased Lines: The service offers connectivity to the Internet ranging from 2Mbps all the way up to Gbit connectivity covering the all market segments, e.g. SoHo to corporates. There are different access types that the service is delivered to the customers such as Fiber, LMDS and Symmertic LLU binded to different SLAs. Leased Lines: The services offers point to point connectivity to companies either based on Tellas/WIND fiber optic and LMDS or to 3rd party infrastructure. WIND Office LLU product portfolio: • WIND Office Double Play Unlmited: The product offers an ISDN line (2 voice channels) and unlimited access to the

Internet with speeds up to 24Mbps. The package includes free Unlmited calls to all National destinations, 60 minutes free to Vodafone and Cosmote as well as 200 minutes free to WIND and Q mobiles. Finally, the product include free web and mail hosting as well as DNS features and free domain registration for strong presence to the Internet.

• WIND Office Telephony Unlimited: The product offers an ISDN line (2 voice channels) with free Unlmited calls to all National destinations, 60 minutes free to Vodafone and Cosmote as well as 200 minutes free to WIND and Q mobiles.

• WIND Office Telephony Plus: The product is just an Add-on to the 2 Main Office Single and Double play offers (e.g. WIND Office Double play Unlimited and Telephony Unlimited). It can be used to expand your basic product with more voice lines and cover larger/bigger companies. The product offers an ISDN line (2 voice channels) with free Unlmited calls to all National destinations (inherited from the main product), 30 additional free minutes to Vodafone and Cosmote as well as 200 additional free minutes to WIND and Q mobiles.

Distribution network WIND Hellas sells its services through a wide range of distribution channels, which include its network of 435 stores, 386 WIND-branded stores and 49 smaller stores Wind Partners, a direct sales force focused on selling to business customers, a master dealer network, a network of indirect agents, and kiosks through wholesalers.

Direct distribution network

WIND Hellas targets both consumer and business customer segments through the development of a complete full-service approach, which it believes will also serve to increase customer retention. Of these 386 stores, 370 are currently franchise stores, where WIND Hellas maintains agreements with the franchisees to own and operate WIND stores, as opposed to the remaining 16 stores which operate directly. WIND Hellas' strategy is to have a healthy retail chain. Under a typical franchise arrangement, WIND Hellas leases the store premises and enters into a sub-lease with each franchise operator. WIND Hellas owns the displays and other fixtures in the stores and assists in the initial set-up of a new store. Franchisees are obligated to purchase handsets and accessories from WIND Hellas and may only sell WIND products and services. WIND-branded stores provide both sales and customer support services, such as payment collection, top-up of pre-paid accounts, handset upgrades, basic handset repairs and billing queries. They are typically located in central, high-traffic pedestrian areas in cities throughout Greece and provide WIND Hellas with a valuable promotional vehicle for increasing brand awareness and providing important marketing information.

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WIND Hellas targets business customers through its:

• direct sales force, who serve major accounts, multinationals, public sector companies and corporate customers, to retain its

customers and to acquire new customers;

• business centre sales force, which develops existing medium and small business customers activated either by WIND Stores

or by other sales channels and who support other distribution channels in the acquisition of new business customers; and

• business promoters, which function as an alternative direct sales force and which address the corporate market, selling only

its "B BEST" product portfolio to small and medium businesses.

The direct distribution network accounts for more than 85% of post-paid new acquisitions.

Dealers’ network

WIND Hellas collaborates with several major dealers. Most of WIND Hellas' dealers have established a network of franchised independent distributors, as well as their own direct points of sale. In some cases WIND Hellas' arrangements with its dealers are not exclusive, as they also distribute the products and services of its competitors, whilst there are cases where these dealers sell only WIND products and services. WIND Hellas' salespeople continuously interact with specific dealers assigned to them and regularly visit dealers' points of sale to ensure that dealers are focusing on the promotion of WIND Hellas products and superior customer service. WIND Hellas' dealers may be able to benefit from the provisions of presidential decree 219/1991, which transposes into Greek law the EEC Directive 86/653 regarding commercial agents. A commercial agent is defined as an independent, self-employed intermediary, who has the authority on a continual basis to negotiate the sale or purchase of goods on behalf of another person (the "principal"). This legislation provides for certain rights and benefits to such commercial agents, including a right to commissions, restrictions as to the manner of termination of the relevant contract by the principal and a right, under certain circumstances, to compensation after the termination of the agreement, based on income realized in previous years. This legislation may affect the relationship with WIND Hellas' dealers by making it harder to terminate contracts with them thereby decreasing WIND Hellas' negotiating power and by making it more difficult to reclaim commissions with respect to those customers whose service is cancelled. Other distribution outlets In addition to traditional distribution channels, WIND Hellas distributes pre-paid connections and airtime vouchers through non-traditional points of sale, such as kiosks and mini-markets. WIND Hellas estimates that its pre-paid "F2G", Q card & Mo Mad SIM cards are sold at over 25,000 kiosks across Greece through wholesalers. as well as via a distribution network of non exclusive wholesalers located all over Greece. These non- traditional points of sales are less costly than traditional distribution channels because of lower commission costs and are part of WIND Hellas’ focus on a broad cost-efficient distribution network. Churn and customer retention management "Churn" refers to customer disconnections, which can occur for a number of reasons. In the case of voluntary churn, customers may decide that they no longer require, or cannot afford, mobile telecommunications services or that they wish to switch to a competing network (Mobile Number Portability). Involuntary churn is the result of WIND Hellas' force termination of customers' service due to non-payment of bills, inactivity or suspected fraudulent use WIND Hellas has undertaken a number of initiatives for acquiring new customers, developing existing one and improving their experience for minimising voluntary churn and increasing loyalty. In specific, retention activities include: • Retention budget allocation optimized as more and more customers proceed on upgrading their contract at a lower cost; • Push of Proactive upgrades further especially on high-value customers via handset promos (promoting handsets that

customers can get for free) due to higher perceived value as well as by communicating their flexibility to increase their subsidy amount by redeeming collected Avantage points on upgrade, or to choose a monthly discount on their monthly access fee instead of handset subsidy ;

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• Investment in further development of relationship management approach for delivering the “best treatment” by enriching customer info available at WIND store and customer service systems and assigning tailor made offers to each customer; and

• Develops specific proactive communication to customers that identified with high propensity to churn.

Initiatives focused on acquisition and customers’ development includes:

• Acquisition actions to prospect contract customers by leveraging WIND-Tellas synergies, as well as by accelerating Prepaid to Postpaid migrations communicating special handset promos, free usage per month fees and newly launched tariffs (such as Hybrid and Automatic plans);

• Cross sell actions to WIND and Tellas customers for penetrating their mind as their single Telecom provider (via Direct Mailing, Calls, as well as while customers being at a WIND store) communicating product bundling benefits (GSM-Fixed-Internet all in 1);

• Up sell actions to mobile users communicating value for money add-on services and higher ARPU tariffs (such as WIND Max tariffs to customers in relevant Bundle Minute / Flexy tariffs); and

• Actions for improving efficacy on prepaid inactivity reduction (such as Redesign of Inactivity campaigns including tailor made offers to prepaid customers during the first 3 months upon activation).

In addition to these initiatives, WIND Hellas continues to offer programs targeted at its high value customer segment. WIND Hellas implements programs to enhance customer relations and perception of its service, such as ”Retention communication” for customers whose contracts are about to expire, and "Welcome" contacts to proactively exploit cross selling opportunities Finally WIND Hellas implements targeted direct communication to selected postpay and prepay customers based in order to increase the penetration of specific products and services. Branding and marketing Mobile Telecommunication Business As of 1 January 2009, WIND Hellas operates in the fixed telephony and broadband industry through the brand name of Tellas. Following the acquisition and the merge between the two companies, Tellas is now a business unit of WIND Hellas. As a result, the network infrastructure of WIND was enhanced with Tellas fixed telecommunications network, thus creating a single telecommunications network of fixed, mobile telephony and broadband services throughout Greece.

The merger was communicated via a new WIND-Tellas corporate campaign. The main message was “We create communication together” expressing the new philosophy and placement of WIND at the local telecommunication market. The campaign was launched on 7 September 2009 and was communicated across media (TV, magazines, newspapers, internet as well outdoor & cinema theatres).

On the product front, WIND continues to offer vast range of evolutional products. Prepay and post pay initiatives (F2G, WIND XL contracts, Q contract) were launched offering consumers an extended range of tariff plans to suit their telecommunications needs.

Within 2009 F2G continues to be one of the most competitive players in the prepaid market. In the beginning of 2009 F2G launched an innovative offer that evolved into a pretty competitive product proposition maiming to move the market away form bundles. At the end of November F2G launched a unique proposition called “F2G Surprises”, according to which F2G subscribers were been rewarded. The particular proposition was seen as highly innovative since it was the first time that a company offered without any constraints or demand. The concept of rewarding created F2G users the feeling of satisfaction with their brand, recognizing their worth as F2G users while assuring their retention. Totally F2G provided three surprises, from which the 3rd was resulted from F2G users’ voting via site. For postpaid, WIND Hellas introduced the WIND XL contract, providing a new product proposition, applicable to high value customers. It is a new “all in one” postpaid program, unbelievably economic, where unlimited communication is

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provided through voice, sms, internet, to all, for ever (launch: 14 October 2009). Not only did XL constitute the first step into branding of contracts but also was seen as WIND’s flagship in postpaid segment.

Furthermore, this was an important year for Q brand. In November 2009, Q entered the post-paid segment by introducing a new contract tariff to attract ex-Prepaid customers who are familiar with Q brand image and are mostly economy-driven. Q contract is enhancing the notion of freedom, control and economy.

Our sponsorship strategy during 2009 focused mainly on athletic activities. WIND Hellas is the Major Sponsor of OLYMPIAKOS BC for the sports period 2009-2010, thus enhancing its successful cooperation with the respective team. WIND Logo stands out on the shirt of the team, as well as on its entire official material. As in the previous season, WIND’s cooperation with OLYMPIAKOS BC is constant and creative.

Two basketball players and both leaders of the two major basketball teams in Greece, were used as main ambassadors on a retail campaign launched on 25 June 2009. They advertised a contracts’ competitive offer according to which customers were called to bring their friend to WIND in order to talk and write for free with each other for a whole year, without extra fee. In terms of football, 6 Greek teams were sponsored.

Overall, WIND Hellas for 2009 has further enhanced the economy and innovation aspect in its brand essence while it has set the base for building the notion of the sole convergence provider. The brand personality remained friendly and modern whereas the simplicity notion was introduced during the latest quarter of 2009. Fixed Telecommunication Business Tellas’ communication strategy during 2009 focused on two goals; to enhance the notion of being the biggest operator in fixed & broadband market as well as to build on further awareness of being part of WIND Hellas Group. From March 2009 to July 2009, Tellas left back Telis campaign (re-launched in 2008), in order to further evolve its image. Tellas, by taking advantage of the positive attributes of economy & friendliness associated with relaunch, was able to build further on brand image with attributes such as modernity, distinctiveness and freshness. Tellas took advantage of its logo’s distinctive character and potential in order to build a whole image campaign. The campaign’s aim was to strengthen existing image values (human centric, simple, clear, honest), to be distinctive among competition, to launch a more “fresh” – modern profile which would be likeable and lovable across all ages and last but not least to be compatible with WIND’s image. The campaign’s selling line was “what you really ask for” and stood not only for fixed initiatives but also for convergent ones. In August 2009, WIND – Tellas campaign was launched on air in order to officially claim and promote the union between the two companies. From this point and on, Tellas focused its strategy on incorporating smoothly its brand equity to WIND Hellas by maintaining convergence momentum. Tellas focused its strategy on promoting the image of being part of the biggest telecom provider in Greece, a telecom provider that was trusted not only for mobile needs & convenience but also for fixed and broadband. In October 2009, Tellas launched “Tellas Double Play No Limit” under WIND’s full identity support. Zeta Douka, a famous Greek actress, was chosen to promote and present the product by addressing its competitive advantages; simplicity, clarity and honesty. Customer service Wind Hellas has significantly increased its customer service efforts over the past year as part of its overall customer care and retention strategy. A total of 299 customer service FTEs constitute the customer service team, across two call centre sites in Athens and Thessalonica. "Customer Care Group I" handles core business inbound activity. The "Universal Agent" group is trained to handle all types of inbound calls, increasing at the same time customer satisfaction by focusing on a one call solution which reaches 95%. The calls are routed to the universal agents operating in the two sites, 24 hours a day seven days a week. Moreover, the N.T.S. (New Technologies Support) dedicated group offers specialized support on new technologies, effectively handling all inquiries and educating customers on the use of new services based on advanced technologies. Finally, VIP Business customers have the

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benefit of personalized service by a dedicated group of experienced agents. Strategic priorities have been applied to call routing following the value and profile of Wind Hellas customers in order to satisfy more effectively the needs and expectations of every segment. As a result, Wind Hellas high value segments enjoy accessibility rates that reach 78% (Calls answered in less than 20 seconds), while 70% of total inbound activity is answered in less than 20 seconds. Customer Care (CCI) receives a monthly average of 189,429 calls from prepaid, postpaid and business customers. “WIND Directory Service” (outsourced activity) is a unique assistance and guidance provided from both on-line agents and GVP innovative system regarding fixed & mobile subscribers’ data, listed in directory catalogues as well as information related to Entertainment, Cinemas, Theaters, Cultural Events, Night Clubs, Restaurants, Ferry & Train itineraries, Pharmacies, Gas stations, etc .The average number of incoming calls on a monthly basis for 2009 was 126,127 which were served with a service level of 86% with average monthly revenues approximately €131 thousand. The “Dealer Call Center” provides an overall advanced caring for dealers in terms of products, services, processes and new technologies supporting the increasing force of WIND Stores and improving the service and satisfaction of end customers. The average number of incoming calls on a monthly basis for 2009 was 78,970 which were served with a service level of 58% and average answer rate 90%. "Customer Care II" performs tailor made outbound call campaigns mainly to consumer segment. Carefully selected target groups following customer life cycle logic, with the objective to increase satisfaction, loyalty and lifetime value of the customers. In order to reduce churn, outbound contacts are performed to high value potential churners as well as save attempts on a daily basis, on customer requesting port out / disconnection from the network. The average contacts per month were 19,627. Wind Hellas' Second Line Support-Back Office group promptly handles 124,352 written customer inquiries per month, having as a target the achievement of operating efficiency and cost-control through the use of new technological solutions and automation of manual activities. The Business Analysis & Training provides quality assurance in the call center operation (production, analysis and quality monitoring of Call Center KPIs, documentation of internal processes and ensure that they are in fully compliance with the requirements of ISO 9001:2000 and ISO 14001, monitoring of IVR operation), designs and implements targeted training programs for the smooth induction of new hirings in the workforce and the update of all employees about new services, products, systems, procedures and finally runs and develops a total complaints management mechanism enhancing the overall customer satisfaction. Credit management and billing We are focused on increasing the level of effectiveness and efficiency of credit checking, collection process and fraud control to further safeguard revenues and minimize uncollectible receivables. We assess the creditworthiness of potential customers in accordance with our credit policy. Prior to the activation of customers in the consumer segment, a credit check is performed using an Application Credit Risk system (implemented from February 2009). In addition a check of the external payment behavior is performed using the services of one external credit bureau (ICAP S.A). The check includes evaluation of specific payment behavior and V.A.T. number validation. The credit risk of prospective customers in the business segment is evaluated using credit ratings and payment behavior from ICAP S.A., which are incorporated into a business Application Credit Risk system (implemented from July 2008). Furthermore, an internal payment behavior check is performed for returning customers in both segments, and incorporated to the risk calculation of the Application Credit Risk System. The outcomes are either acceptance of the subscriber (through a deposit or payment via credit card when deemed necessary), or rejection. Subsequent orders of existing customers are only accepted if past payment behavior permits and according to credit policy limits. Credit risk assessment of customers is continuously “enriched” with the outcome of an extensive bad debt root cause analysis, with apparent credit risk tackling. Currently, we are in the process of implementing the 3rd phase of the Credit Risk Scoring Model project which is the Payment Behavior Scoring Model (summer 2009), with the help of ICAP S.A., aiming to further reduce bad debt and minimizing rejection of valuable customers.

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WIND Hellas has a credit management process in place that varies based on the perceived credit risks of customers. Customers that are considered to have a high credit risk are treated strictly and service to this type of customer is cut off quickly if payments are delayed. Low risk customers are treated in a more lenient way, but eventually with the same core collection activities. Generally, the customers in the consumer segment are, temporarily, suspended for outgoing calls, when balances become past due after having received the 1st dunning letter; approximately 18 days past due. Disconnection follows after 3 dunning letters, thus generating involuntary churn. For the majority of customers, the number of days between the due date of the (oldest) invoice and the moment of temporary suspension of services varies between 48 days in the lenient collection strategy and 7 days in the most aggressive strategy. Disconnection occurs 190 days from the oldest unpaid invoice of normal and lenient risk customers. High risk customers are currently disconnected after 140 days from the issue of the oldest unpaid invoice. 30 days after disconnection, the customers receive a post cancellation letter including all amounts due. A first “soft” collection program starts on day 7 (day 1 for High Risk Customers) from the oldest invoice past due, from an in-house collections team and two outsourcing collection agencies (EOS MATRIX S.A. and OMESSON S.A.) for 6 weeks. On day 48 from the oldest invoice past due, a persistent collection effort starts by outsourced agencies and lawyers according to risk type of balance for 15 weeks. Another collection program starts after the post cancellation letter, by lawyers and various pre-legal collection agencies, according to value of unpaid amount and type of customer. Pre-legal collection effort is applied on small amounts. The duration of this program varies from 6 months to 2 years according to type of customer and legal measures to be followed. Unpaid amounts during this time frame are recycled between the collectors in order to maximize collection outcome. The lawyers can be seen as point of last resort to collect the balance due from the customer. In the business market, smaller customers undergo a collection process similar to the consumer segment. However, for about 2.000 large accounts (large corporations and public sector), intensive personal contact is performed between a dedicated in-house collectors team and customers for the past due balances. Enhancements to the collection process have been made in the past and service delivery improved by communicating payment reminders via SMS pre and post expiration, and automatically reactivating paid-off suspended customers. As of September 2006, we have started "proactive" in-house outbound calling activities (starting 7 days after an invoice becomes past due), to improve customer contacts and, consequently, improving collection rates and reducing involuntary churn. Currently, these collection campaigns have expanded towards consumer customers (included in the initial effort for business and multi-line consumer customers as of early 2007). Collection rates have now reached 92-96%. We have implemented a new collection tool in SAP system to optimize collection campaigns by segmenting customers via added value creation and creditworthiness ratings, and enrich pre-expiration contacts towards high risk customers. All personnel employed in the collection campaigns came from existing reallocated credit departments' headcount. We implemented a fraud management system in 2003 by Hewlett Packard to support early fraud identification and, as a result, it has shortened the period of time before a customer is deactivated due to fraudulent activity. Local customers are monitored for high traffic on 24 hours a day seven days a week basis and interventions from the fraud department are performed when necessary to "secure" receivables. Furthermore, customers of co-operating roaming partners are monitored to prevent international revenue sharing fraud and to fulfill contractual obligations with these partners. In addition various schemes of possible fraud are investigated on a daily basis (overlapping calls, call forwarding, 4-digit calls, etc.) For the year 2009, the continuously improved collection practices towards expired customers (and those in danger of having their contracts suspended or even cancelled for non-payment) resulted in collecting 94.3% of the amount that remained unpaid in the period between expiration and disconnections. As of 31 December 2009, the total unpaid rate was 2.6% (six months rolling average) after 5-6 months in the collection process. As of 31 March 2010 this figure was unchanged. Licenses In September 1992, WIND Hellas was awarded a 20-year license by the Greek Ministry of Transport and Communications to provide digital GSM 900 services, which expires in 2012. Pursuant to the terms of this license, WIND Hellas was allocated 10 MHz of uplink and downlink capacity on the GSM 900 network, corresponding to the 890 900 and 935 945 frequency bands, which WIND Hellas can use to provide all its services.

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WIND Hellas entered into a concession agreement with the NTPC in July 2001 and was granted a 15-year license to operate a GSM/DCS 1800 network as well as a 20-year license to operate a UMTS network in Greece. These licenses authorize us to establish and operate a mobile telecommunications network in the GSM 1800 MHz (2 × 5 MHz frequency spectrum), as well as in the UMTS spectrum of 2 × 10 MHz (FDD) + 5 MHz (TDD) for UMTS. UMTS is a high-speed standard for 3G mobile telecommunications, which allows us to provide an extensive range of new services, including mobile multimedia, video telephony and high-speed Internet access. Under the terms of these licenses, any transfer of share capital of 2.0% or more must be notified to the NTPC whereas any transfer of share capital resulting in a direct or indirect change of control is prohibited without the prior approval of the NTPC. The licenses are not transferable without the prior written consent of the NTPC. The UMTS license is subject to a number of commercial and technical conditions. It requires, for example, that WIND Hellas meets certain technical criteria and that it provides UMTS network coverage to at least 50% of the Greek population by the end of 2006. We estimate that at 31 December 2009 our UMTS network covered 68% of the Greek population of approximately 11 million. WIND Hellas are also required to pay the NTPC a commission fee by 30 June of each year not to exceed 0.5% of the prior year's gross revenue from telecommunications services provided to customers. In December 2002, WIND Hellas entered into a commercial agreement to lease the fixed wireless access ("FWA") license of EUROPROM Telecommunications S.A., which enables it to bundle mobile and fixed wireless access service elements and offer combined fixed and mobile voice and data products and services. On 31 January 2007 WIND Hellas entered into a buy out agreement with EUROPROM and eventually acquired the said FWA license. The transaction was cleared by NTPC’s Decision no. 426/068/2007. WIND Hellas use of this license has been limited to its offerings to business customers and for its own internal corporate use. In 2001, Info-Quest was granted a license by the NTPC to operate a DCS 1800 network. The license was transferred to Q-Telecom as part of the Q-Telecom Acquisition. Q-Telecom also holds one of the two existing licenses to operate a fixed wireless access network in Greece. Both Q-Telecom's DCS 1800 license and fixed wireless access license expire in 2016. The relevant license passed to WIND Hellas due to the acquisition of Q-Telecom by WIND Hellas effective by 1 June 2007. Following the acquisition by WIND Hellas of a controlling stake (50% plus 1 share) in the sole shareholder of former legal entity Tellas, “WIND PPC Holding N.V.”, in October 2007, WIND Hellas succeeded becoming the majority shareholder of Tellas. The transaction was approved by the NTPC (resolution no. 462/177/14.12.2007) under the condition that within six months of approval WIND Hellas and former legal entity Tellas, which hold jointly two FWA (Fixed Wireless Access) 25GHz licenses, must either sell to or request the NTPC to recall one of them. This obligation derives from the implementation of Ministerial resolution no. 29913/1196/2006, which limits companies or groups of companies to hold only one right of use (spectrum) in the 25GHz band. In June 2008, Tellas signed an agreement with KARRE Projects Ltd for the sale of its Fixed Wireless Access license at a price of €5.25 million. The NTPC cleared the said transaction in the third quarter of 2009 by its resolution n. 530/165/2009. Network and facilities Mobile Telecommunication Business Network design WIND Hellas has a network that is sufficiently versatile to support its value-added services, while simultaneously meeting increased traffic demands and performance requirements. Infrastructure At 31 December 2009, WIND Hellas' radio access network (GSM/GPRS/UMTS) consisted of 2,756 active sites, of which approximately 1201 active sites also included UMTS Node Bs. The radio access network also comprised of 29 Base Station Controllers ("BSC") and 7 Radio Network Controllers ("RNC"). The core network circuit domain consisted of 4 transit switching centers ("TSC") whereof two consist of three media gateways ("MGW") and three MSC-servers (“MSC-S”); also 13 monolithic mobile switching centers ("MSC"), 3 MSC-S and 4 MGWs. The packet domain comprised three serving GPRS support nodes ("SGSN"), and one Gateway GPRS support node ("GGSN"). Additionally six home location registers ("HLRs") existed in the network. WIND Hellas’ core network serves both 2G and 3G subscribers.

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WIND Hellas' GSM/GPRS and UMTS networks are interconnected with the networks of OTE, Vodafone Greece, Cosmote, the Q-Telecom business unit and a number of other alternative operators. WIND Hellas' network is also interconnected with international networks through OTE and certain other international carriers. WIND Hellas' GSM/GPRS and UMTS networks are equipped with a number of value-added service platforms, such as Intelligent Network, Interactive Voice Response, Voice Mailbox, SMS, Pre-paid solution, Multimedia Messaging, Device Manager, Video Streaming Server and Ring Back Tones. WIND Hellas' nationwide transmission network, which provides transmission services for its GSM/GPRS and UMTS networks, is based on microwave system technology and is enhanced by a fiber optic ring in the Athens metropolitan area. Due to this network design, WIND Hellas is required to lease only a small number of network links, which it leases from OTE and MedNautilus. By directly owning the majority of the links that comprise WIND Hellas' transmission network, its operational costs and reliance on its competitors' networks are reduced. Construction, maintenance and development WIND Hellas engages third parties to install, assemble, maintain and service its telecommunications equipment. WIND Hellas chose major wireless equipment vendors such as Ericsson, NSN for mobile and ALU, ITALTEL for fixed to provide and install the majority of the hardware and software for its networks. Ericsson provides the equipment required for WIND Hellas' GSM network; NSN supplies the hardware and software for its UMTS radio network and is also the main supplier of microwave links. ALU provides the equipment required for DSLAM and fixed network backbone links while ITALTEL provides the equipment required for NGN and is also the main supplier for IP fixed network. All the equipment provided under agreements with these companies is under warranty for at least 12 months after acceptance of the product. WIND Hellas also maintains support agreements with all of its suppliers, mainly for second-line corrective maintenance and training services. The preventive and corrective maintenance activities related to power systems, air-conditioning systems, as well as to antennas and civil works maintenance for mobile network have been outsourced to KINTEC. WIND Hellas maintains a national management center in Athens capable of around-the-clock network monitoring and first level troubleshooting and a regional management center in Thessaloniki for the same purposes. WIND Hellas continuously monitors the network behavior, proceed with corrective actions and produce the relevant fault reports. Special emphasis is given to a number of key performance indicators, the most important being the "network accessibility" and "dropped call" rates. During most of 2004-2009 time periods, WIND Hellas had more than 99% network accessibility, and around 1% dropped call rate. Development plan and investments WIND Hellas is focused on the expansion of its existing network to meet increasing traffic demands, improve network performance, enhance its services portfolio and comply with regulatory requirements. WIND Hellas is expanding its GSM network in Athens, Thessaloniki, Patra and other major tourist destinations, in order to increase network capacity and coverage. Micro-cell solutions continue to be deployed in order to ease congestion in certain parts of the network, particularly in Athens where traffic demand continues to increase. In recent years, WIND Hellas has executed its network development plan by undertaking GSM network expansions across Greece. The fiber optic network in the Athens area was expanded to 70 kilometers before the Olympic Games in 2004 and has been further enhanced with 2 kilometers more. The Local Multipoint Distribution Service ("LMDS") network in Athens and Thessaloniki provides BTS connectivity and leased-line services to WIND Hellas' corporate customers; beyond that, about 35 corporate customers previously served by Tellas’ LMDS network were migrated over to WIND’s infrastructure within 2008. During 2007 and 2008 the SDH radio and multiplexing network was expanded across Greece for traffic expansion and protection purposes. In 2004, WIND Hellas also began developing its own Local Loop Unbundling in Athens and Thessaloniki, and at a later stage in Patra in order to provide microcell connectivity via DSL lines. During 2004 and 2005, WIND Hellas deployed the second phase of its controlled UMTS network rollout, which was extended to the Athens metropolitan area, in the Attica region (including Attiki Odos, Athens International Airport and the Lavrio port), as well as the cities of Volos, Thessaloniki, Heraklion and Patra. During 2006, WIND Hellas extended its UMTS rollout to 38 cities cumulative, thus meeting its license requirements that called for 50% population coverage by end of 2006. In 2007, 2008 and 2009 the UMTS coverage was further expanded providing services to 57%, 61% and 68% of national population by year

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end, respectively. Furthermore, a substantial effort to enhance coverage in rural areas has been ongoing during the past three years. In 2006, mobile broadband through HSDPA technology was introduced in all WIND’s 3G sites. The following years HSDPA was activated in all new 3G sites and enhanced to provide higher performance services to specific urban high traffic areas. Additionally, business support systems such as billing and mediation platforms are being developed in order to support new 2.5G data services, their migration to 3G and their compatibility with future UMTS services. WIND Hellas also continues to invest in improving the performance of its network infrastructure in order to increase the percentage of revenues from customers of foreign mobile service providers roaming on its network in Greece, and to introduce value-added services based on new technological solutions. WIND Hellas requires continued capital investments, including for the expansion of network capacity and coverage, especially in dense urban areas, and the installation of additional network nodes. Regarding our fixed network, the total Backbone fiber infrastructure in operation, extends to 1.610 km. Also, the international traffic is carried through the submarine cable laid in the Adriatic Sea that connects Greece with Italy. Also, during 2009 31 new physical LLU and 73 Remote LLU (RRS) sited have been implemented and set in operation; currently we have 158 physical LLU and 73 RRS sites in operation with the capacity for 290,000 double-play customers covering about 65% of population. Information Systems and infrastructure Our information systems infrastructure consists of a variety of systems and platforms, including: pre-paid, contract (retail) and interconnection (wholesale) billing systems, customer relationship management systems, business intelligence and decision support systems, an Order Management (Point of Sales) system with real-time credit risk evaluation, fraud detection & prevention systems and enterprise resource planning ("ERP"), among others. The majority of these systems and platforms are the leading products on the market for their respective application and are supported by established manufacturers, including Atos Origin Hellas, INTEC, Ericsson Hellas, SAP Hellas, Oracle/Siebel Systems, Hewlett-Packard Hellas, SUN Microsystems and EMC. Improvements in our overall information systems infrastructure the previous year have focused on reducing the time-to-market of new products and services by identifying strategic opportunities and prioritizing opportunities that are likely to result in the selection of cost-effective technologies. WIND Hellas has focused on introducing new services to its distribution chain of WIND-branded stores while streamlining existing services and improving retail point of sales network infrastructure offering enhanced end-user experience and better bandwidth management. We continuously invest in improvements and upgrades to our information systems infrastructure in order to enhance the range and quality of services provided to our customers, increase the volume of information that these systems can accommodate and meet the needs of our business in response to evolving technology and market conditions. Responding to the merger between Wind Hellas and Tellas, we heavily invested in the implementation of a state-of-the-art convergent IT environment. In this context, we were the first in Greece to offer a single bill for GSM and Broadband services by implementing a common billing system capable of serving both markets. In addition, our CRM systems arena was enriched with a common CRM environment supporting all customer-facing employees as well as the respective CRM processes for all types of customers and services. Special attention was given in upgrading our Oder Management system in order to streamline all service fulfillment processes of the fixed market and successfully integrate them with the respective processes for the GSM market. Finally, we orchestrated a unified Business Intelligence and Decision Support environment that is the cornerstone of our efforts to better exploit the business opportunities available to a convergent operator. One of the major investments we made during the previous year was the completion of the implementation of a new prepaid system (Ericsson CS 4.0) for consolidating the billing and management processes of Q and WIND prepaid subscribers. The migration of the entire Q customer base took place in November 2009. A core infrastructure project in 2009 was the construction of a new data centre in L.Athinon site, the main driver being the introduction of the new prepaid platform. The new data centre introduced state-of-the art features like in-row cooling, cabling on top of the racks (roof) with power supply bus-bars and fiber-runner pipes for network and storage cabling over the racks. The new data centre offers enough capacity to accommodate infrastructure for upcoming projects, while at the same time allows us to face new IT challenges like hosting of 3rd party infrastructure.

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Another area we focused on during 2009 was the implementation of the required infrastructure for enabling “off premises” access to our customer service representatives. This was materialized through the implementation of CITRIX, a solution that enables business to secure low cost support services while maintaining total control of quality and security aspects. Our commitment in utilizing best-of-breed systems and processes lead us to introduce a new application for collections management. Based on SAP “Collections Management” module, we replaced the traditional procedural dunning with a rule-based collection strategy model, thus achieving streamlined and optimized collection processes. In addition, by integrating the SAP “Financial Customer Care” module with our Siebel CRM system, we offered an integrated, fully online and automated financial view for both mobile and fixed customers to our customer care agents. Finally, in the context of fully complying with the regulatory obligations, we invested in the implementation of a CDR retention system that is used to provide legal authorities with traffic data on-demand. Regulation The 2002 EU Regulatory Framework on electronic communications was implemented in Greece only on 17 January 2006 with the adoption of the Law on Electronic Communications (Law 3431/2006) which embodies the following directives: Access Directive (Directive 2002/19/EC), (ii) the Authorization Directive (Directive 2002/20/EC), (iii) the Framework Directive (Directive 2002/21/EC) (iv) the Universal Service Directive (Directive 2002/22/EC) and (v) the Competition Directive (Directive 2002/77/EC). The Law on Electronic Communication requires the Greek NRA (NTPC) to define the various segments of the mobile and fixed telecommunications market and run a market analysis of each segment in order to determine competition, according to the 2003/311/EC Commission Recommendation, now superseded by 2007/879/EC, on relevant product and service markets within the electronic communications sector susceptible to ex ante regulation in accordance with Directive 2002/21/EC. When the NTPC determines that a particular market segment is not competitive, it imposes certain obligations (remedies) on operators that it designates as having significant market power (SMP) within that segment. An operator will be designated as having significant market power if it has dominant economic power within a market segment under the principles of competition law and in accordance with relevant EU Guidelines. This has directly influenced interconnection rates, as well as other wholesale charges, and may also indirectly affect the retail prices of various services offered by WIND Hellas which may in turn have a material adverse effect on our business. During 2006 and early 2007, Greek NRA succeeded in completing its first round of public consultations and market analysis on all 18 markets and imposed remedies in all cases where an operator (or more) with SMP was designated. In the second round, the only markets that have been reviewed so far under the new EC relevant market recommendation, are the market for call termination on individual mobile networks (market 7 - which was reviewed by NTPC in summer 2008) and the markets for wholesale physical access to fixed access networks (market 4) and wholesale broadband access (market 5). The draft decision on market definition, market analysis and remedies in markets 4 & 5 was published for national public consultation in December 2008 and in June 2009 draft measures were notified to the EU. Final decisions were issued in July 2009. During the month of October and November 2009, the EU institutions finalised the review of the 2002 Regulatory Framework and published on 18 December 2009, the new Regulation 1211/2009 establishing the Body of European Regulators for Electronic Communications, Directive 2009/136/EC on universal service, users’ rights, data protection and consumer law1 and Directive 2009/140/EC on the common framework, access and interconnection and authorizations2. The revised Directives entered into force on 19 December 2009 and shall be transposed by each Member State, i.e. including Greece, by 25 May 2011. Mobile Market International Roaming With the 717/2007 EU Roaming regulation, a Eurotariff ceiling was introduced for calls made and calls received when travelling within the EU, at retail and at wholesale level. Until 29 August 2008 the retail ceiling was of €0.49/min for making calls and €0.24/min for receiving calls (excluding VAT). From 30 August 2008 these ceilings have been reduced to €0.46/min for making calls and €0.22/min for receiving calls. On 29 June 2009 the revised EU Roaming regulation 544/2009 was published and entered into force as of 30 June 2009 with new lowered price ceilings: as of 1 July 2009, 1 Amending Directive 2002/22/EC, Directive 2002/58/EC and Regulation 2006/2004 2 Amending Directive 2002/21/EC, Directive 2002/19/EC and Directive 2002/20/EC

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€0.43/min for calls made and €0.19/min for calls received, as of 1 July 2010 €0.39/min for calls made and €0.15/min for calls received, as of 1 July 2011, €0.35/min for calls made and €0.11/min for calls received. Also, the new Roaming regulation introduces a retail SMS price cap at €0.11 (always excluding VAT). It also constraints inter-EU data roaming charges by introducing a wholesale cap of €1 per megabyte download as of 1 July 2009 (then €0.80 in 2010 and €0.50 in 2011). In addition, the principle of per second billing is introduced after the first 30 seconds for calls made and from the first second for calls received, while roaming within EU. Lastly, in order to avoid bill shocks for consumers, the regulation lays down new measures to increase transparency of retail prices for data roaming services, and to provide roaming customers with new tools to monitor and control their expenditure while roaming. As such, as of 1 March 2010 operators are required to make available one or more data roaming usage limits per a specific period (by opt-in) with a consequent downloading barring facility (unless uplifted subsequently). Wholesale mobile voice call termination Following the Greek NRA’s public consultation and market analysis for mobile call termination on mobile networks (market 16 of the EU Recommendation), which was conducted in 2006, and the respective resolution no. 392/017/2006, as amended by resolution no. 410/37/2006, on June 2007 termination rates for voice call termination applicable to the WIND Hellas mobile network reached the cost oriented level set by the public consultation, having followed the envisaged 10-month glide path (August 2006 - June 2007). In December 2007, all three Greek Mobile Network Operators announced a further decrease in their termination rates, effective as of 1 February 2008. The termination rates were €0.1041/min for WIND Hellas, €0.0991/min for Vodafone Greece and €0.0989/min for Cosmote. On 4 August 2008 NTPC concluded its second historically market analysis (after the one held back in 2006) of the wholesale market of voice call termination in individual mobile networks. On 15 October 2008 NTPC concluded to its final Decision on Mobile Termination Rates (NTPC’s Resolution no. 498/046/15.10.2008) in which concluded to the following price caps & glide path:

ΜΝΟ October 2008 (effective prices)

1/1/09

1/1/10

1/1/11

Cosmote 9.89 7.86 6.24 4.95

Vodafone 9.91 7.86 6.24 4.95

WIND Hellas 10.41 7.86 6.24 4.95

(rates in eurocents/min)

On 20 November 2008, WIND Hellas filled an appeal before Athens’ Administrative Court of Appeals against the aforementioned NTPC Decision on Mobile Termination Rates (MTRs), based on procedural and substance reasons related to the adverse impact on the Company’s profitability following the implementation of the new MTRs. The hearing, initially scheduled on 19 March 2009 was postponed and rescheduled for 11 June and 29 July 2009. The case is now scheduled to be heard before the Administrative Supreme Court, on 13 April 2010. Meanwhile WIND Hellas had the obligation to implement the new MTRs from 1 January 2009 and on 1 January 2010 decreased its MTRs to the regulatory provided level of €0.0624/min. In parallel, the European Commission had been working on a draft Commission Recommendation on Mobile Termination Rates and Fixed Termination Rates advocating for lower and symmetric rates. The final Recommendation 3359/2009/EC was released on 7 May 2009 setting 31 December 2012 as the deadline by which all Member States should set symmetric MTRs and symmetric FTRs based on costs incurrent by an efficient operator according to a bottom-up “pure” long run incremental cost model. In October 2006, WIND Hellas submitted to the Greek NRA its RIO, which relates strictly to the service of voice call termination to its mobile network. In February 2008, the NTPC asked for an updated version of this RIO. Finally, under the resolution no. 498/046/15.10.2008 provisions, WIND Hellas, submitted again in December 2008, its updated RIO to the NTPC. Post the issuance of its new Decision (no. 498/046/15.10.2008), NTPC asked again for a new revised version of WIND Hellas RIO. The Company revised and submitted its RIO. On 19 March 2009 NTPC launched a one month long public consultation asking from the entire market to make comments on the RIOs submitted by all three Mobile Network Operators. Collocation Regulation In January 2008, the NTPC conducted a public consultation for co-location issues on electronic communications infrastructure (co-location provisions exist only in OTE’s Reference Offers for Interconnection, LLU, Wholesale Broadband Access and Leased Lines and in MNO’s RIOs, for the specific services provided therein) that concluded to the issue of the Co-location Regulation (NTPC’s Resolution no. 472/171/21.3.2008). On 20 & 21 October 2008 WIND Hellas submitted numerous co-location requests to OTE, but faced OTE denial to facilitate them. On 17 December 2008 WIND Hellas filed

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before the NTPC a request for amicable resolution of the issue (as provided in the Regulation). A hearing was held on 19 February 2009 before the NTPC. By its final Resolution no. 525/137/2.6.2009, the NTPC had ordered OTE to enter into a one month long negotiations with WIND Hellas, in order to conclude to a Final Framework Agreement for mast collocation services. In the case that the negotiations would fail, the NTPC had stated that it would intervene and would outline by itself a Framework Agreement for both parties. Following NTPC’s Resolution, WIND Hellas entered into negotiations with OTE, but with no development until December 2009 when NTPC called WIND Hellas and OTE for an update hearing in order to evaluate whether OTE has complied with its Resolution 525/137/2.6.2009. The hearing took place on 21 December 2009 and the NTPC’s Resolution is pending. However, OTE, facing the danger of regulatory remedies/penalties against it, called WIND Hellas for a new round of negotiations, in order to facilitate WIND Hellas collocation demands. This new round is now under way, but no estimation of its outcome can be made. Fixed Market Wholesale fixed voice call termination Following the Greek NRA’s public consultation and first round market analysis for call termination on individual public telephone networks provided at a fixed location (market 3 of the new EU Recommendation) which was conducted in 2006 and the respective resolution no. 406/34/2006, fixed network termination rates that apply for voice call termination to the WIND Hellas fixed network would undergo a 2-year glide path which began on 1 January 2007 and would end on 31 December 2008, reaching effectively on 1 January 2009, its target rate (which was equal to the fixed incumbent’s (OTE) single termination rate in 2006). This glide path was fine tuned by resolution no. 459/135/2007 of the NTPC, which partially amended the previous resolution (no. 406/34/2006) and by resolution 505/058/23-12-2008. Based on the aforementioned regulatory framework, in case that during the glide path -set for the alternative operators- the fixed incumbent’s cost oriented call termination rate exceeds the one referring to the alternatives, NTPC would amend the cost oriented target (price cap) which is effective from 1 January 2009 and onwards. OTE’s effective rate for single termination since 1 January 2009 is €0.00772/min while WIND’s termination rate has remained at €0.00892/min, effective since 1 January 2009. The second round of market analysis which is expected to lead to a new regulated termination rate is expected to be conducted within 2010. Carrier Pre-Selection Regulation The NTPC published a consultation on the review of the Carrier Pre-Selection (CPS) regulation, containing an amendment of the CPS options available to customers. The main change is that a new option is added enabling not only local, long-distance and international calls to the fixed and mobile networks but also calls to non-geographical numbers (e.g. value added services, shared-cost, free phone numbers, etc). In addition, NTPC amended the carrier pre-selection regulation in order to facilitate the deactivation procedure. Incumbent’s (OTE) Reference Offers Following market analysis which was conducted during 2006 on markets 1 & 2 “Access to the public telephone network at a fixed location for residential & non-residential customers”, market 8 “Call origination on the public telephone network provided at a fixed location”, market 9 “Call termination on individual public telephone networks provided at a fixed location”, market 11 “Wholesale unbundled access (including shared access) to metallic loops and sub-loops”, market 12 “Wholesale broadband access”, market 13 “Wholesale terminating segments of leased lines” and market 14 “Wholesale trunk segments of leased lines” and specific remedies imposed by NTPC, OTE submitted to NTPC its Wholesale Line Rental Reference Offer (WLR-RO), its Reference Interconnection Offer (RIO), its Reference Unbundled Offer (RUO), its Reference Broadband Offer (RBO) and finally its Reference Leased Lines Offer (RLLO). Out of these offers, the NTPC approved RIO, RUO, RBO and RLLO in April 2007 (RUO additionally updated in September 2008), RIO and RBO in June 2007, RLLO in March 2008 and WLR-RO in May 2008. The WLR-RO was published in June 2008, providing for the launch of the service in September 2008. However, the draft agreement was sent by OTE in December 2008, and the service will be implemented within 2009. The retail minus price for the provision of Wholesale Line Rental was defined by resolution n. 499/92/22-10-2008. Following the review of the RBO, NTPC issued resolution no. 448/206/2007 relating to the pricing of the wholesale broadband access, on a “retail minus” basis, which was further amended in December 2007 by resolution no. 462/176/2007. In late December 2007, the NTPC launched a public consultation for the amendment of the fixed telephony incumbent’s RUO. The amendments concerned mainly the improvement of co-location facilities, the provision of information by OTE to the alternative operators, the amendment of fault-management process, the extension of the deadline for the supply of inactive loops and new procedures for the submission of activation applications by customers.

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In March 2009, the NTPC launched another public consultation to amend OTE’s RUO which concluded with NTPC’s decision (May 2009) to make partial amendments. This time the amendments concerned the procedure of the on site combined appointment with OTE for fault resolution, the procedure of increase, as well as return of racks in physical co-location rooms and financial clearing, and the procedure of cost allocation in cases of room expansion of physical co-location rooms. In late June 2009, the NTPC conducted a public consultation for the amendment of OTE’s RLLO and RPPCO (Reference of Partial Private Circuits Offer), which concluded in NTPC’s decision (August 2009). The amendments concern mainly the consolidation of the two aforementioned reference offers, the transmission links service, the coupled extension circuit service, the point-to-point circuits service and the increase of the leased line trunk nodes. In November 2009, following the second round market analysis of Markets 4 and 5 of the revised EC Recommendation on Relevant Markets, the NTPC conducted public consultations on the revised RUO and RBO, which were concluded in December 2009 and January 2010 respectively. OTE’s bundled offers In February 2009, NTPC refused to approve the retail bundled offers of OTE, which had been initially submitted to NTPC for approval in October 2008. The delay in this decision of NTPC was mainly due to the fact that NTPC had requested additional information and invited OTE to hearing in order to review the offer. The NTPC resolution n.512/63/23.02.2009 found that the proposed offers of OTE would lead to price squeeze, while the overall effect of the offer on competition could not be assessed given that OTE did not provide the information that was requested by NTPC. However, following a new round of hearings and analysis of additional data submitted by OTE, the NTPC concluded in its resolution (n.531/63/16-6-2009) of approving some of OTE’s bundled offers. More specifically, the packages approved consist of provision of access to PSTN or ISDN BRA network, unlimited local and distant calls, internet broadband access and/or unlimited calls to 46 international destinations. The NTPC did not approve the inclusion to the aforementioned bundled products of the provision of 60 minutes free of charge calls to mobile destinations, on the ground of leading to price squeeze. In addition to the aforementioned bundled offers, the NTPC in its resolution n.527/77/16-6-0-2009 approved the product “ConnX talk 24x7 60F2M and/or unlimited calls to 46 international destinations”, which includes unlimited local and distant calls and 60 minutes free of charge calls to mobile destinations and/or unlimited calls to 46 international destinations, and is combined obligingly with access to OTE’s public telephone network and ADSL broadband access. Furthermore according to the NTPC’s resolution n.530/202/16-6-2009, OTE’s products “OTElite180” and “OTElite300” have also been approved. The fist includes 180 minutes free of charge local and distant calls and the second 250 minutes free of charge to local and distant calls and 50 minutes free of charge to mobile destinations. In March 2010, the NTPC conducted a public consultation on the methodology that will be used in order to verify the compliance of bundled offers of SMP operators with electronic communications and competition law. Wind, as well as other market players, has requested an extension of the consultation duration in order to prepare its response. Co-location &LLU Offer On 18 February 2009 WIND Hellas as well as other alternative operators and OTE attended a hearing before the NTPC for resolution of the issue of pricing of electrical power in physical co-location rooms. The resolution on Interim Measures n.1598/610/19.02.09 was published on 19 February 2009 according to which all payments regarding the pricing of electrical power received until the publication of the aforementioned decision are suspended with the condition that a 20% of total amount charged is to be paid. On 13 March 2009 an amendment to the decision was published by the resolution n.1633/610/13.03.09, which clarified that the partial suspension of payment concerns also the bills issued until the issuance of the final decision. In July 2009, the NTPC published its final decision on the case, according to which all interim measures are revoked and a new method of pricing of electrical power is defined concerning the past period for which invoices had already been issued and for the future two different models were imposed for the mid term period and long term period. OTE applied retroactively the first model stipulated in NTPC’s decision and re-invoiced the period of February 2007 until August 2009. The invoice included a total credit of €6.8 million and a charge of €2.4 million. (i.e. a decrease of the initial charges of OTE by approx. 65%). The second method that will apply for a mid term period, results to even further decrease. The amounts that have been invoiced on a monthly basis for electrical power from September to December 2009 are less than 20% of the amounts initially charged by OTE (before the issuance of NTPC’s decision) for the first months of 2009.

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In February 2010, WIND filed a request to the NTPC to review the part of its decision that defines the charging model applicable from February 2007 to August 2009, based on various arguments, the most important of which is that the new model which is more correct than the one retroactively applied under the NTPC’s decision, demonstrates. Thus, the NTPC will be requested to acknowledge the ineffectiveness of its first model and to review it accordingly. In case the model is not reviewed, WIND will argue that the charges of September 2009 should be considered at the maximum that could be charged for any past month (given that collocation sites and active loops have been consistently increasing and so has consumption of electrical power) and OTE should credit WIND for any charges of past months exceeding the charges of September 2009. In addition to the above, the NTPC launched a public consultation in March 2010 regarding the model that will be used in the long-term for the calculation of power charges, as well as certain aspects of the currently applicable” short-term model”. Incumbent’s price control & cost accounting obligations In April 2009, the NTPC published the resolution n.519/56/14-4-09 on the cost accounting results regarding OTE for the year 2009 (by taking into consideration data of the year 2007). All cost-oriented rates that were lower than the ones applicable until April 2009 applied retroactively from 1 January 2009. Increased prices applied from the date of issuance of the decision in the National Gazette. Until March 2010 the NTPC has not published the cost accounting results regarding OTE for the year 2010. Rights of Way In February 2009, the NTPC conducted a new public consultation on a draft regulation on Fees for Rights of Way. The request of the market towards the NRA has been to issue the final regulation on Fees within 2009, even if the Joint Ministerial Decision on the procedures for the award of Rights of Way has not been issued yet. NTPC issued its resolution no. 528/075/23.6.2009 that regulates the fees that public authorities enforce for awarded rights of way; however the Regulation for rights of way is still pending. Horizontal Regulation New National Numbering Plan In May 2007, the new National Numbering Plan (NNP) was issued (Ministerial resolution no. 26634/924/2007 OJ issue B’ 768/2007). According to the provisions of the plan, additional secondary regulations were issued on the terms and conditions for the assignment and use of numbers and short codes under the NNP (NTPC’s resolution no. 441/121/2007). Due to the fact that numerous services (especially SMS/MMS services) must be rerouted to short codes compatible with the new numbering plan, in November 2007 NTPC decided (through resolution no. 461/059/2007) to further extend the transitional period to the new numbering scheme for the SMS/MMS short codes to 15 May 2008 (the initial deadline was 31 December 2007). In July 2009, the NTPC launched a public consultation for the amendment of the National Numbering Plan as well as the Regulation of Assignment & Management of Numbering Resources of the NNP. The amendments concerned mainly the use of new numbering series for mobile communications, the process of assignment and repeal of numbering series, the charges of calls towards the 806, 812 and 825 numbering series, the potential of sending/receiving SMS to/from 806, 812 and 825 numbering series, the online application system and the routing prefixes. The final decision is still pending. Transfer of Spectrum By resolution no. 428/13/2007 (OJ issue B’ 638/2007), NTPC introduced in the Greek telecommunications market a secondary spectrum trading market that involves spectrum rights originally awarded by NTPC. By the Ministerial resolution no. 39957/1650/13.8.2008, a secondary legislation was introduced in the Greek mobile market that allows operators to resale partial spectrum rights originally awarded by NTPC, as well. General regulations for licenses With resolution no. 442/068/2007, the NTPC amended its former resolution no. 390/3/2006 “General Regulations for Licenses” including new obligations concerning VoIP, customer care and broadband services. In October 2007, the NTPC additionally issued, effective on 1 January 2008, a new code of conduct regarding the provision of Multimedia Services (INTERNET services, audiotext/videotext services, SMS/ PSMS/ MMS/ PMMS). Also, NTPC issued in July 2008 effective by 30 July 2008, a new code of conduct regarding the provision of Electronic Communications at Consumers. The amended EC “GSM Directive” 2009/114/EC has been adopted and published on 20 October 2009 (together with the relevant new Commission Decision 2009/766/EC). Member States are expected to transpose it into national law by 9 May 2010. The Greek Ministry (YME) consulted mid February the MNOs on a draft Ministerial Decision that shall embody the said Directive. The final Ministerial Decision is still pending. The new Directive paves the way to the coexistence of GSM and UMTS systems in the 900 MHz and 1800 MHz frequencies band (in respect of the principle of technological neutrality), by mid 2010 throughout Europe.

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Further spectrum management issues are expected with the upcoming national implementation of the EU Recommendation 2009/848/EC of October 28 on the Digital Dividend. The aim is to free and optimize the use of the spectrum released from the switch from analogue to digital terrestrial broadcasting at EU level at the latest by 1 January 2012. Premium Services In May 2009, the NTPC conducted a public consultation for the amendment of the Code of Conduct of Providing Multimedia Information Services which concluded in the NTPC’s decision (July 2009). The amendments concerned mainly the provision and debit of multimedia information services on subscription. In July 2009, the NTPC issued the new code of conduct for the provision of Multimedia Services (Resolution number 531/67/23-07-2009), starting as by the end of September 2009. Domain Names .gr In June 2009, the NTPC conducted a public consultation on the amendment of the Regulation of Management and Assignment of Domain Names .gr. The amendments concern mainly the process of changing registrars, the reasons of rejection and deletion of domain names and the potential of requesting from the NTPC or court not only the deletion but also the transfer of domain names. 30 September 2009 was the last date for submission of replies to the consultation. NTPC clears Tellas shares acquisition Following the acquisition by WIND Hellas of a controlling stake (50% plus 1 share) in the sole shareholder of former legal entity Tellas, “WIND PPC Holding N.V.”, in October 2007, WIND Hellas succeeded becoming the majority shareholder of Tellas. The transaction was approved by the NTPC (resolution no. 462/177/14.12.2007) under the condition that within six months of approval WIND Hellas and former legal entity Tellas, which hold jointly two FWA (Fixed Wireless Access) 25GHz licenses, must either sell to or request the NTPC to recall one of them. This obligation derives from the implementation of Ministerial resolution no. 29913/1196/2006, which limits companies or groups of companies to hold only one right of use (spectrum) in the 25GHz band. In June 2008, Tellas signed an agreement with KARRE Projects Ltd for the sale of its Fixed Wireless Access license at a price of €5.25 million. The NTPC cleared the said transaction in the third quarter of 2009 by its resolution n. 530/165/2009. Issues of consumer interest In December 2007, the NTPC conducted a public consultation on the quality of electronic communications services. The relevant regulation, which was published in June 2008, is intended to formally inform the customers concerning the quality of the network and the services that the operators in Greece offer to subscribers. A series of service quality indices have been published on the websites of the NTPC and of WIND Hellas, in accordance with this regulation. The Hellenic Authority for the Information and Communication Security and Privacy (ADAE) issued a new Presidential Decree n. 2002/1709/2008 amending the Presidential Decree n. 2240/6-12-2006 concerning the single European emergency number 112. According to the aforementioned regulation, WIND Hellas must ensure that emergency services are able to establish the location of the person calling 112 (push procedure), in order the relevant Public Authorities to be able to proceed immediately in case of emergency. In August 2009, the YME (Ministry of Transport and Communications) issued a new Law concerning the prepaid registration of mobile services (Law 3783/2009). According to the new Law the mobile operators should register all the anonymous prepaid subscribers by the end of June 2010. The data that has to be collected is: ID/Passport, Name & Surname and Address. Registration is required before activation. The current Pre-Paid Value Chain has to be re-engineered and adopted to the new ‘era’. Subscribers who have not registered after July 2010 will be disconnected.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following is a discussion and analysis of the financial condition and results of operation of the WIND Hellas Group and Hellas IV based on the unaudited consolidated financial information for the year ended 31 December 2009 prepared in accordance with IFRS, as adopted in the European Union as reflected under the section “Unaudited pro-forma Consolidated Financial Information”. As a result of the acquisition of the Wind Hellas Group and Hellas IV in November 2009 by WFIII, the December 2009 operations of the Wind Hellas Group and Hellas IV have been reflected in the consolidated profit or loss of WFIII for the period ended 31 December 2009. However, the eleven month operations from 1 January 2009 to 27 November 2009 of the Wind Hellas Group and Hellas IV have been appropriately included in the total equity of the WFIII Group since the acquisition was accounted for as a common control transaction. In order to provide useful and comparable financial information to the users of this report regarding the operations of the Wind Hellas Group and Hellas IV, the historical twelve month financial figures have been included in the section “Unaudited pro-forma Consolidated Financial Information” and have been further analyzed and discussed below. Overview The Wind Hellas Group has the significant operations of the WFIII Group, being the second largest fully integrated telecommunications carrier of fixed, internet and GSM/UMTS mobile telecommunications services in Greece. Our principal business is the provision of fixed, internet and mobile telecommunications services, including voice, network access and related value added services, to prepaid and contract customers. We also utilize UMTS technology to provide advanced mobile data services. We operate primarily under the "WIND", “Tellas” and “Q” brand, which are well known in our market and associated with strong customer service and innovative offerings that give customers the ability to choose a service package tailored to their needs. We offer our services to consumers and businesses through a variety of tariff plans with different monthly service fees and airtime tariffs to accommodate a wide range of contract customer segments. In addition, we offer prepaid services through our, "New WIND prepaid" "WIND F2G" and “Ya-card” packages and our “NON STOP” add-on option for “WIND F2G” users. Furthermore, we offer “Q Card” prepaid package, which addresses the young customers and non-Greek communities. For further discussion of the business, refer to Section “Business Overview”. Recent events On 27 November 2009, WFIII acquired the assets of Hellas II in an insolvency sale which was initiated by management in an effort to restructure the capital of Hellas II, which included the Greek operating subsidiary WIND Hellas, and provide new cash equity to WIND Hellas. The process entailed a solicitation of third party investor bids and offers for the assets of Hellas II, approval by the Senior Secured and Unsecured Note holders and Super Senior Revolving Credit Facility Lenders (“RCF” lenders) for the restructuring transaction which entailed specific modifications to the terms of financing of Hellas III and Hellas V, and the eventual administration filing of Hellas II into insolvency. The assets of Hellas II consisted of the shares of WIND Hellas (who also held 100% interest in Hellas III, Hellas V and Hellas VI and are referred to as the “WIND Hellas Group”), the shares of Hellas IV and certain inter-company receivables. These assets were considered by management as a business and were under the ultimate control of Weather Investments S.p.A. both before and after the restructuring transaction took place. Consequently, this acquisition was accounted for as a common control transaction since in substance, these assets were not sold to a third party outside the Weather Investments S.p.A. group.

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Key factors affecting our results of operations Overview Mobile Revenues are principally impacted by our average number of customers and ARPU, which is determined primarily by the traffic volume generated by our customers and the tariffs that we charge for our services. The growth of our customer base depends on a number of factors, including pricing and the availability of new services, general economic conditions, the level of competition for obtaining new customers and retaining existing ones and the extent of market saturation. Traffic volume growth depends on many of those same factors, as well as the overall mix of our customer base. We expect limited growth in our revenues from mobile telecommunications services due to the fact that the mobile telecommunications market in Greece is: • at a mature stage; • becoming more competitive; • highly regulated, particularly with respect to interconnection rates; and

• affected by the current macro-economic environment in Greece. The impact of these factors is expected to be offset, to a certain degree, by the growth expected in broadband as an increasing penetration trend is evidenced. Fixed – line, broadband, and internet The fixed-line, broadband and internet revenues are principally affected by the average number of customers and ARPU, which is determined by the traffic volume generated by its customers and tariffs and the activation and monthly fees charged for its services. Growth of the fixed-line, broadband and internet customer base depends on a number of factors, including the availability of infrastructure, pricing and availability of new services, general economic conditions, the level of competition for obtaining new customers and retaining existing ones, the expansion of new broadband technologies, network service quality and broadband coverage. Traffic volume growth depends on many of those same factors, as well as the overall mix of the customer base among indirect, direct and Double Play customers.

Principal factors affecting mobile operations

Customer base The table below sets forth selected mobile customer data for WIND Hellas for the years indicated:

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As of 31 December

2009

(unaudited) 2008

(unaudited) Contract Customers:

Customers at beginning of year ...................................... 1,080,666 1,015,852 Disconnections during year ............................................ 329,551 246,952 Net activations during year............................................. (21,285) 64,814 Customers at end of year ................................................ 1,059,381 1,080,666

Pre-paid Customers: Customers at beginning of year, as reported(1) ............. 4,112,658 3,504,472 Disconnections during year ............................................ 2,186,803 1,721,252 Net activations during year............................................. (186,422) 608,186 Customers at end of year, as reported(2) ....................... 3,926,236 4,112,658

Total customers at beginning of year (3) ........................... 5,193,324 4,520,324 Total disconnections during year........................................ 2,516,354 1,968,204 Total net activations during year ........................................ (207,707) 673,000 Total customers at end of year (3) ..................................... 4,985,617 5,193,324 Total customer growth over prior year(3) .......................... (4%) —

(1) The Group’s reported number of pre-paid customers includes only those customers who had made or received a call, or sent or received an SMS, using their pre-paid account within the preceding 13 months.

(2) Active pre-paid customers are those that have accounts that have been used for voice, messaging or data services within the preceding three months.

(3) Comprised of total contract customers and total pre-paid customers, as reported.

Our total number of customers decreased by 4.0% to 5 million at the end of 2009 compared with 5.2 million at the end of 2008. This decrease is primarily attributable to lost market share due to aggressive competition, as the mobile market share decreased to 24.0% as of 31 December 2009 from 27.5% as of 31 December 2008. Churn The table below sets forth the churn rate for WIND Hellas' for the years indicated:

For the year ended 31

December

2009

(unaudited) 2008

(unaudited) Churn(1)

Contract 31.0% 23.5%Pre-Paid 53.9% 45.5%Blended total .................................................................................................................. 49.1% 40.7%

(1) Churn is calculated by dividing the total number of customer disconnections (including customers who disconnect and reactivate with us

with a different phone number) for the year by the average number of customers for the year. The average number of customers for the period is calculated by taking the average of each month's average number of customers (calculated as the average of the total number of customers at month end and the total number of customers at the end of the previous month) during the year.

Our blended churn rate increased to 49.1% in 2009, up from 40.7% in 2008. More specifically, the increased churn rate was due to the increase in pre-paid customer churn resulting from aggressive pricing competition in the Greek mobile market as well as aggressive promotions in the pre-paid market, such as discounts on new pre-paid SIMs leading to the expansion of multiple SIM penetration, where customers having two or more SIM cards, are frequently replacing SIMs and switching to competitor networks.

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ARPU The table below sets forth the mobile ARPU for WIND Hellas for the years indicated:


December

(In €) 2009

(unaudited) 2008

(unaudited)ARPU Pre-paid customers, as reported (1) ………………………………………………………… 5.8 8.5Contract customers(2) .............................................................................................................. 44.8 51.4Blended total(3) ....................................................................................................................... 14.5 18.8Increase (decrease) from prior period ................................................................................. (23%)

(1) Reported pre-paid customers constitute those customers that have made or received a call, or sent or received an SMS using their pre-paid account within the preceding 13 months. ARPU for the reported pre-paid segment is defined as total reported pre-paid customer service revenues for the period divided by the number of months in the period (representing number of months used) over the period’s average number of reported pre-paid customers.

(2) ARPU for the contract segment is defined as total contract customer service revenues for the period divided by the number of months in the period (representing number of months used) over the period’s average number of contract customers.

(3) Blended ARPU is defined as total mobile service revenues for the period divided by the number of months in the period (representing number of months used) over the period’s average total mobile customers comprised of average total contract customers and average total pre-paid customers, as reported.

Blended ARPU decreased by 23% to €14.5 in 2009, compared with €18.8 in 2008, mainly due to the lower outgoing tariffs and traffic, the increase of prepaid customers in our subscriber mix which contribute a lower ARPU compared to contract customers and the regulatory interconnection tariff reduction. Traffic volume The table below sets forth selected traffic data for WIND Hellas for the years indicated. The definition of AMOU, or average minutes of use, in a certain period is the average monthly voice traffic for the period divided by the average customers for the specific period.


December

2009

(unaudited) 2008

(unaudited) Total traffic (in millions of minutes)(1) ..................... 6,499 6,900 Increase over prior year ............................................ (6%) AMOU: Pre-paid customers, as reported(2) ............................. 59.0 57.8 Contract customers(3) ................................................ 284.8 313.4

Blended AMOU(4) .................................................... 105.7 119.0 Increase over prior year .......................................... (11%)

(1) Includes mobile-to-mobile, mobile-to-fixed, and incoming fixed-to-mobile calls (national and international). (2) AMOU for the reported pre-paid segment is defined as total reported pre-paid traffic minutes for the period divided by the

number of months in the period (representing number of months used) over the period’s average number of reported pre-paid customers.

(3) AMOU for the contract segment is defined as total contract traffic minutes for the period divided by the number of months in the period (representing number of months used) over the period’s average number of contract customers.

(4) Blended AMOU is defined as total traffic minutes (including roaming traffic by customers of other operators) for the period divided by the number of months in the period (representing number of months used) over the period’s average number of total customers (comprised of average total contract customers and average total pre-paid customers, as reported).

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Blended average minutes of use (Blended AMOU) decreased by 11% to 105.7 minutes in 2009 from 119 minutes in 2008, primarily due to the increase of prepaid customers in our subscriber mix which contribute a lower AMOU compared to contract customers. Total mobile traffic minutes decreased by 6.0% to 6,499 million minutes as of 31 December 2009, compared with 6,900 million minutes as of 31 December 2008 which is primarily attributable to the weakened economic environment which has restricted consumer spending patterns.

Principal factors affecting fixed-line revenues, broadband and internet operations

Customer base The table below sets forth selected customer data for WIND Hellas for the fixed-line business for the years indicated: Fixed-Line Customer Base As of 31 December

2009

(unaudited) 2008

(unaudited) Total Direct voice.................................................. 147,584 150,490 Total direct voice growth over prior year ............... (2%) Total indirect voice ............................................... 613,258 680,559 Total indirect voice growth over prior year ............ (10%) Total voice ............................................................. 760,842 831,049 Total voice growth over prior year ......................... (8%) Direct internet......................................................... 685 2,044 Indirect internet ...................................................... 3,038 7,261 Total internet ........................................................ 3,723 9,305 Total internet growth over prior year...................... (60%) Double Play ........................................................... 131,111 82,138 Double Play growth over prior year ....................... 60% The total number of direct fixed-line voice customers decreased by 2% as of 31 December 2009 to 148 thousand from 150 thousand as of 31 December 2008. This decrease is attributable to market share loss in the voice-only LLU customers market. The total number of indirect fixed-line voice customers decreased by 10% as of 31 December 2009 to 613 thousand from 681 thousand as of 31 December 2008. This decrease is primarily attributable to the customer base shifting to LLU products. The total number of fixed-line voice customers decreased by 8% as of 31 December 2009 to 761 thousand from 831 thousand as of 31 December 2008. This decrease is primarily attributable to the decrease in the indirect fixed-line voice customer base as customers are shifting from traditional carrier selection/pre-selection products to LLU products, with a focus on Double Play. Also, the Company reviewed its total active and inactive indirect voice subscriber base and removed a portion of it (CS and CPS customers).

Total internet customers of 4 thousand as of 31 December 2009 consisted of 0.7 thousand direct internet customers (a decrease of 66% from 2 thousand direct internet customers as of 31 December 2008) and 3 thousand indirect internet customers (a decrease of 58% from 7 thousand indirect internet customers as of 31 December 2008). The change in internet customers is primarily attributable to customer base shift to shared-LLU internet products and Double Play products.

The total number of Double Play customers increased by 60% as of 31 December 2009 to 131 thousand from 82 thousand as of 31 December 2008 as the broadband penetration is expanding fast in the Greek market.

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ARPU The table below sets forth the total fixed-line ARPU for the periods indicated.

Fixed-Line ARPU

For the year ended

31 December

2009

(unaudited)2) 2008

(unaudited)(2)

Total ARPU(1).................................................... €13.1 €12.5 Increase/(decrease) from prior equivalent year... 5% __________ (1) Total ARPU is defined as the total fixed-line voice, internet and other service revenues for the period divided by the number of

months in the period over the period’s average number of customers. (2) ARPU for the year ended 31 December 2008 and 2009 reflects Tellas brand fixed-line ARPU and WIND brand fixed-line ARPU. The total ARPU increased by 5% to €13.1 for the twelve months ended 31 December 2009, from €12.5 for the twelve months ended 31 December 2008. This increase is primarily attributable to a significant increase in the share of higher quality LLU customers in our customer mix during the twelve months ended 31 December 2009 compared to the twelve months ended 31 December 2008. Traffic volume The table below sets forth selected traffic data for the fixed-line business of WIND Hellas for the years indicated. The definition of AMOU, or average minutes of use, in a certain period is the average monthly voice traffic for the period divided by the average customers for the specific period. Voice Fixed-Line Traffic

For the year ended 31 December

2009

(unaudited) 2008

(unaudited) Voice traffic (in millions of outgoing and incoming off-

network minutes)(1)................................................. 2,620 2,492

Increase over prior equivalent year............................. 5% - AMOU(2)..................................................................... 240.6 228.5 Increase/(decrease) over prior equivalent period ........ 5% - (1) Includes Fixed-to-Fixed, Fixed-to-Mobile and incoming off-network calls from Fixed and Mobile. (2) AMOU for a certain period is defined as the total reported fixed-line traffic (in minutes) for a certain period divided by the

number of months in the period over the period’s average number of reported customers.

AMOU increased by 5% to 240.6 minutes for year ended 31 December 2009 from 228.5 minutes for the year ended 31 December 2008. This increase is primarily attributable to a significant increase in the share of higher quality LLU customers in our customer mix during the twelve months ended 31 December 2009 compared to the twelve months ended 31 December 2008.

Regulation of interconnection rates Although the interconnection rates that Greek telecommunications operators pay when their customers make calls that terminate on the network of another operator are set by the operators, these rates are reviewed, and must be approved, by the NTPC. The NTPC follows applicable EU regulatory guidance and is responsible for ensuring that interconnection rates in Greece are generally consistent with European Union and Greek market standards. Our results of operations are significantly impacted by the interconnection rates that we are able to charge and that we are required to pay. Rates for fixed-to-mobile interconnection have declined steadily in recent years, and mobile-to-mobile interconnection rates declined in 2004. We anticipate that these trends will continue for the next few years as the NTPC gradually decreases interconnection rates to bring them in line with European averages. The decrease in fixed-to-mobile interconnection rates has adversely affected our profitability because the interconnection fee paid to us by fixed line operators for calls that originate on their networks and terminate on our network are substantially higher than the minimal interconnection charge we pay for our customers' calls that terminate on a fixed line network. Accordingly,

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the decrease in interconnection fee revenue we receive from fixed line operators has not been offset by corresponding cost savings resulting from the decrease in interconnection charges paid by us to those operators. The impact of the decrease in mobile-to-mobile interconnection rates on our profitability has been relatively minor because of the balance in the traffic which originates on the networks of other mobile network operators and terminates on our network and the traffic generated by our customers that terminates on another mobile network. As SMS services require mobile-to-mobile interconnections, they similarly have not had a significant impact on our profitability. Refer to section “Business Overview – Regulations”. Deterioration in the economic growth of the Greek telecommunications market In 2009, the total telecommunications market value declined by an estimated 12.5% while it is expected to decline further in 2010. Similarly, ARPU has fallen since 2008 primarily on the back of price dilution. The Greek fixed-line total market value has also contracted since 2008. Such deterioration in the growth of the telecommunications market in Greece has adversely affected WIND Hellas by slowing the rate of customer growth, by causing a decline in the ARPU, and by impairing its customers’ payment ability. See “Risk Factors – Risks related to our business - The business, financial condition, results of operations and liquidity may be adversely affected by the current unfavorable global economic conditions.” Mobile Tax Following a decision of the Ministry of Finance, new mobile telephony duty rates have come into effect starting 1 August 2009. The new duty rates will be higher by an approximate average of 50% than those previously applied for contract customers, while duties for pre-paid telephony have been introduced at a rate of 12%. The new rates are expected to reduce AMOU and consequently are expected to negatively impact revenues.

Competition The Greek mobile telecommunications market is highly competitive and consists of three main operators, being WIND Hellas, Vodafone Greece and Cosmote. Vodafone Greece, one of the principal competitors, is a subsidiary of the Vodafone Group Plc. Cosmote, a subsidiary of OTE, the incumbent fixed-line telecommunications operating in Greece is the other main competitor. Although WIND Hellas’ mobile customer base has increased at a higher rate than growth in the Greek mobile market between 2005 and 2008, the operating subsidiary has experienced a significant decrease in its market share which is attributable to, among other factors, aggressive price competition and loss of customer base mainly due to liquidity constraints affecting network and brand investments. The mobile market share decreased by 3.6 percentage points to 24% as of 31 December 2009 compared to 27.5% as of 31 December 2008.

Cosmote in particular has been adding to its market share and while this has primarily been at Vodafone Greece’s expense, this has resulted in a loss of market share for WIND Hellas. Increased competition has led to a decline in the prices that WIND Hellas charges for its services.

In the fixed telecommunications market, the fixed-line incumbent, OTE, is the dominant player, holding the highest market share due to its substantial capital resources, brand recognition in Greece and due to its existing telecommunications infrastructure. WIND Hellas, along with Forthnet, Hellas on Line, On Telecoms and CYTA (the major alternative telecom carriers present in the market) are aggressively competing against each other and OTE in order to increase their respective market shares.

Seasonality The WIND Hellas business is subject to a certain degree of seasonality as a higher percentage of its annual total revenues are earned during the summer than at other times of the year. There is almost no additional cost associated with this increased roaming traffic and, accordingly, these roaming revenues enhance the revenues and profitability of the operating subsidiary in the second half of its fiscal years. Further, the Group experiences increased handset sales and average SMS traffic leading up to the Christmas and New Years holidays. However, the reduction in roaming charges pursuant to the implementation of the EU Roaming Regulations discussed above has led to a steady reduction in mobile voice and wholesale roaming charges for calls made to destinations within the EU and European Economic Area as well as a reduction in the roaming charges that operators can charge for SMSs and mobile data

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services. Such reductions have had and will continue to have a material adverse effect on the Group’s business and results of operations. Presentation of consolidated financial statements Operating Revenues Our operating revenues consist of revenues from mobile telecommunications services and sales of handsets and accessories. Revenues from mobile and fixed telecommunications services include revenues from: • telephony services relating to monthly service fees and outgoing calls, calls made or received by customers outside

Greece using another GSM network, data communications, broadband and narrowband internet services and sales of pre-paid airtime cards, which includes revenues from the sale of pre-paid airtime renewal cards and pre-paid airtime, net of discounts allowed, included in pre-paid packages used as of the end of the period;

• interconnection traffic relating to incoming calls from other mobile and fixed-line operators’ networks and incoming

SMS from other mobile operators; • International roaming relating to calls made by customers of international GSM network operators while traveling in

Greece; and • other income from services.

We also derive operating revenues from sales of handsets and accessories primarily through sales at our WIND stores. We sell handsets and accessories to our independent distributors at cost for resale to our contract customers, as well as directly to our contract customers at a discount to cost through our direct sales force and at our WIND stores. Other Income Other income mainly includes income from various charges to customers, income from co-operative agreements, income from reimbursement of contractual obligations, income from the reversal of unused provisions and other. Purchases and Services Cost of purchases and services include:

• cost of sales of handsets and accessories;

• interconnection traffic expenses related to charges payable to other mobile and fixed-line operators;

• customer acquisition costs including commissions and other payments to dealers and to independent distributors (including its franchisees);

• national and international roaming charges payable to national and international operators for the Group’s customers’ use of their networks;

• advertising and promotional services expenses, including marketing expenses relating to billboards, television and other media and marketing expenses, which the Group incurs with its independent distributors;

• rental of civil and technical sites, including rentals, payable to site owners for the Group’s GSM, UMTS and LLU network components;

• rental of circuits relating to leased lines charges payable to fixed-line operators;

• other leases and rentals, other than those associated with the Group’s GSM, UMTS and LLU network equipment;

• outsourced services;

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• maintenance costs;

• utilities;

• consulting and professional services, which include fees paid to the Group’s auditors, management consultants, legal counsel and tax advisors;

• transport and storage costs;

• bank and post office charges; and

• other service expenses.

Other expenses

Other expenses include:

• impairment of trade receivables; • annual contributions for licenses, payable to NTPC; • taxes and duties; and • other operating expenses.

Personnel expenses

Personnel expenses include:

• wages and salaries; • social security costs;

• defined benefit pension costs; and • other personnel costs.

Depreciation and amortization

Depreciation and amortization includes:

• depreciation of property, plant and equipment; and • amortization of intangible assets.

Impairment of goodwill

Represents the write down of goodwill

Finance income/costs

Finance income consists of:

• interest earned on bank deposits;

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• cash flow hedges, transfer from equity;

• fair value gains on derivative instruments; and • foreign exchange gain and others.

Finance costs consist of:

• interest expense on bonds and bank borrowings; • impairment • derivatives related accrued interest; • impairment of financial assets; • transaction cots related to financial liabilities;

• unwinding of discount on asset retirement obligation; and

• fair value losses on derivative instruments and others.

Pro-forma results of operation for the twelve months ended 31 December 2009 compared to the twelve months ended 31 December 2008

The discussion below is a comparison of the operating results of the Wind Hellas Group and Hellas IV for the year ended 31 December 2009 compared to 31 December 2008. These operating results have been derived from the unaudited pro-form information as reflected in the section “Unaudited pro-forma Consolidated Financial Information.” As a result of the acquisition of the Wind Hellas Group and Hellas IV on 27 November 2009, the December 2009 operations of the Wind Hellas Group and Hellas IV have been reflected in the consolidated profit or loss of WFIII. However, the eleven month operations from 1 January 2009 to 27 November 2009 of the Wind Hellas Group and Hellas IV have been appropriately included in the total equity of the WFIII Group as this acquisition was accounted for as a common control transaction. In order to provide useful and comparable financial information to the users of this report regarding the operations of the Wind Hellas Group and Hellas IV, the historical twelve month financial figures have been included in the section “Unaudited pro-forma Consolidated Financial Information” and have been further analyzed and discussed below. Total Revenues

Total revenues for the twelve months ended 31 December 2009 were €1,072.8 million as compared to €1,260.2 million in the twelve months ended 31 December 2008, a decrease of 14.9%. Total revenues consist of revenues and other income, as analysed below.

Revenues


2009

(unaudited) 2008

(unaudited)

(in thousands of €)

Revenues from sales of handsets and accessories ........................................................... 54,052 69,994 Telephony services ......................................................................................................... 780,632 872,564 Interconnection traffic .................................................................................................... 194,861 274,217 International roaming ..................................................................................................... 21,180 29,028 Other income from services ............................................................................................ 3,850 4,436 Total ............................................................................................................................... 1,054,575 1,250,239

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Total revenues for the twelve months ended 31 December 2009 amounted to €1,054.6 million compared to €1,250.2 million, a decrease of approximately 15.6%. The main reasons for the year-on-year decrease in the twelve months ended 31 December 2009 in service revenues were primarily lower mobile interconnection revenues, lower mobile contract and prepaid outgoing revenues as well as lower foreign roamers revenues.

Revenue from sales of handsets and accessories decreased by €15.9 million, or 22.8%, to €54 million for the year ended 31 December 2009 from €70 million for the year ended 31 December 2008. This decrease is primarily attributable to decreased activations and decreased retained lines in the year ended 31 December 2009 than in the year ended 31 December 2008.

Revenue from telephony services decreased by €91.9 million, or 11%, to €780.6 million for the year ended 31 December 2009 from €872.6 million for the year ended 31 December 2008. This decrease is primarily attributable to the decrease in total mobile minutes and the increase in free traffic offered in bundled packages which diluted tariffs in both mobile and fixed segment.

Revenue from interconnection traffic decreased by €79.4 million, or 28.9%, to €194.9 million for the year ended 31 December 2009 from €274.1 million for the year ended 31 December 2008. This decrease is primarily attributable to the decrease in regulated interconnection tariffs for both mobile and fixed segment.

Revenue from international roaming decreased by €7.8 million, or 27%, to €21.0 million for the year ended 31 December 2009 from €29 million for the year ended 31 December 2008. This decrease is primarily attributable to lower mobile incoming international traffic.

Other income


December

2009

(unaudited) 2008

(unaudited)

(in thousands of €)

Income from various charges to customers ......................................................................... 7,311 4,195 Income from co-operative agreements ................................................................................ 1,663 1,919 Income from forgiveness of management fees .................................................................... 1,000 - Income from reversal of personnel accruals ........................................................................ 3,878 1,716 Income from reversal of litigation provision ....................................................................... 1,237 - Other.................................................................................................................................... 3,086 2,092

Total.................................................................................................................................... 18,175 9,922

Total other income increased by €8.3 million, or 83%, to €18.2 million for the year ended 31 December 2009 from €9.9 million for the year ended December 31, 2008. This increase was primarily attributable to the increase of various charges to customers, the forgiveness of 2008 management fees payable to Weather Investments as part of the debt restructuring process in November 2009 and the reversal of personnel accruals and litigation provisions.

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Purchases and services

For the year ended 31 December 2009

(unaudited)

% of revenues


2008 (unaudited)

% of revenues

(in thousands of €, except percentages) Cost of sales of handsets and accessories ..................... 100,552 9.5 119,105 9.5 Interconnection traffic .................................................. 201,607 19.1 263,358 21.1 Customer acquisition costs ........................................... 82,172 7.8 89,149 7.1 National and international roaming .............................. 12,225 1.2 14,024 1.1 Advertising and promotional services .......................... 48,651 4.6 51,178 4.1 Rental of civil and technical sites ................................. 38,618 3.7 37,527 3.0 Rental of circuits .......................................................... 45,750 4.3 36,821 2.9 Other leases and rentals ................................................ 2,093 0.2 1,981 0.2 Outsourced services...................................................... 8,573 0.8 9,847 0.8 Maintenance costs ........................................................ 38,362 3.6 34,311 2.7 Utilities ......................................................................... 10,574 1.0 11,545 0.9 Consulting and professional services............................ 49,639 4.7 19,935 1.6 Transport and storage costs .......................................... 2,561 0.2 4,051 0.3 Bank and post office charges........................................ 7,326 0.7 7,439 0.6 Other service expenses ................................................. 12,002 1.1 17,248 1.4 Total............................................................................. 660,705 62.7 717,519 57.4

Total cost of purchases and services for the year ended 31 December 2009 was €661 million, a decrease of €56.8 million, or 7.9%, from €717.5 million for the year ended 31 December 2008.

Cost of sales and handsets and accessories decreased by €18.6 million, or 15.6%, to €100.5 million for the year ended 31 December 2009 from €119.1 million for the year ended 31 December 2008. This decrease is primarily attributable to lower equipment sales in the year ended 31 December 2009 compared to the year ended 31 December 2008 and is consistent with the decline in handset revenues.

Interconnection traffic costs decreased by €61.7 million, or 23.4%, to €201.6 million for the year ended 31 December 2009 from €263.4 million for the year ended 31 December 2008. This decrease is primarily attributable to lower mobile-to-mobile interconnection costs, as a result of the decline in regulated interconnection rates that occurred in January 2009 and lower outgoing traffic to other national mobile operators.

Customer acquisition costs decreased by €6.9 million, or 7.8%, to €82.2 million for the year ended 31 December 2009 from €89.2 million for the year ended 31 December 2008. This decrease is primarily attributable to the new commercial policy with lower subsidization and lower commission cost in the twelve months ended 31 December 2009 versus the twelve months ended 31 December 2008.

National and international roaming charges decreased by €1.8 million, or 12.8%, to €12.0 million for the year ended 31 December 2009 from €14.0 million for the year ended 31 December 2008. This decrease is primarily attributable to the decrease of visitor traffic minutes and international incoming and outgoing mobile traffic.

Advertising and promotional services costs decreased by €2.5 million, or 4.9%, to €48.6 million for the year ended 31 December 2009 from €51.2 million for the year ended 31 December 2008. This decrease is primarily attributable to the lower commercial activity and cost saving initiatives.

Rental of circuit costs increased by €8.9 million, or 24.3%, to €45.7 million for the year ended 31 December 2009 from €36.8 million for the year ended 31 December 2008. This increase is primarily attributable to the increased LLU customer base.

Maintenance costs increased by €4.1 million, or 11.8%, to €38.4 million for the year ended 31 December 2009 from €34.3 million for the year ended 31 December 2008 due to significant network rollout in 2008 especially in the fixed line business.

Consulting and professional services costs increased by €29.7 million, or 149%, to €49.6 million for the year ended 31 December 2009 from €19.9 million for the year ended 31 December 2008. This increase is primarily attributable to the incremental cost incurred by the Company during the debt restructuring process that took place in November 2009.

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Other expenses

Total other expenses mainly include the impairment of trade receivables, annual contribution expenses for licenses, taxes and duties and other operating expenses. This caption has decreased to €40.9 million for the twelve months ended 31 December 2009 compared to €42.7 million for the twelve months ended 31 December 2008, a decrease of 4.2% mainly as a result of the decrease in the charge relating to the impairment of trade receivables for the year since the prior year included certain specific dealers and alternative operator bankruptcies.

Personnel expenses

Personnel expenses decreased to €81.3 million for the twelve months ended 31 December 2009 compared to €82.9 million for the twelve months ended 31 December 2008, a decrease of approximately 2%. This decrease was mainly attributable to the significant reduction in employee numbers due to the downsizing in the last quarter of the year offset by the termination received by these employees.

Depreciation and amortization

Total depreciation and amortization amounted to approximately €255.3 million for the twelve months ended 31 December 2009 compared to approximately €251.6 million for the twelve months ended 31 December 2008, an increase of approximately 1.5%, which is consistent with the increase in capital expenditures that took place in 2008 .


An impairment loss relating to goodwill of approximately €82.2 million was incurred in the current year which resulted from the annual impairment review performed by WIND Hellas. The impairment loss recorded in the prior year related to the reduction in the carrying amount of goodwill of WIND Hellas due to the recognition of deferred tax assets for tax loss carry forwards that were acquired by the WIND Hellas Group in connection with the acquisition of Tellas in 2007 but were not considered to meet the criteria for recognition at the time of the acquisition.

Finance income

Total finance income amounted to approximately €7.3 million for the twelve months ended 31 December 2009 compared to approximately €27.8 million for the twelve months ended 31 December 2008, a decrease of approximately 74%. This decrease is mainly attributable to lower interest income from derivative contracts.

Finance costs

Total finance expenses amounted to approximately €221.7 million for the twelve months ended 31 December 2009 compared to approximately €243.1 million for the twelve months ended 31 December 2008, a decrease of approximately 8.8%. This decrease is mainly attributable to lower fair value losses from derivatives.

Income tax benefit

Total income tax benefit amounted to approximately €7.1 million for the twelve months ended 31 December 2009 compared to approximately €86.6 million for the twelve months ended 31 December 2008, a decrease of approximately 92%. This decrease is mainly attributable to lower deferred tax benefit in 2009 as in 2008 the impact of decrease in the future tax rates and the benefit from Tellas tax losses were realized.

Loss for the year

For the reasons explained above, the WIND Hellas Group and Hellas IV incurred a total loss of approximately €252.3 million for the twelve months ended 31 December 2009 compared to a pro-forma total profit of approximately €22.0 million for the twelve months ended 31 December 2008.

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Non-IFRS measures

EBITDA

The following table provides an analysis of the EBITDA and adjusted EBITDA for the WIND Hellas Group and Hellas IV for the twelve months ended 31 December 2009 and 2008, respectively. See sections “Presentation of Financial and Other Information” and “Summary financial information and other data” for explanation of EBITDA adjustments.


For the twelve months ended 31 December

2009 (unaudited)

For the twelve months ended 31 December

2008 (unaudited)

Operating (loss) income (45,015) 150,696

Depreciation and amortization 255,339 251,616

EBITDA 210,324 402,312

Management fees to Weather Investments (1,000) 4,000

Rebranding costs - 2,958

Redemption costs 8,725 -

Restructuring costs 17,655 -

NTPC Fines - 290

Other non recurring expenses 2,638 2,364 Impairment of goodwill following recognition of deferred tax asset - 14,658 Impairment of goodwill following impairment test 82,189 - Employee bonus (3,100) 3,100

Adjusted EBITDA 317,431 429,682

The unaudited EBITDA for the twelve months ended 31 December 2009, decreased by 47.7% to €210.3 million compared with €402.3 million for the twelve months ended 31 December 2008. This decrease is consistent with the fluctuations discussed previously. Consequently, the EBITDA margin on total revenues was 19.6% for the twelve months ended 31 December 2009 compared to 31.9% for the twelve months ended 31 December 2008.

The unaudited adjusted EBITDA, which excludes various non-recurring items as indicated above, for the year ended 31 December 2009 amounts to approximately €317.4 million compared to approximately €429.7 million for the twelve months ended 31 December 2008, resulting in an adjusted EBITDA margin of 29.6% for the year ended 31 December 2009 compared to approximately 34.1% for the twelve months ended 31 December 2008.

ARPU

We believe that Average Revenue Per User (“ARPU”) provides useful information concerning the appeal of our rate plans service offerings and performance in attracting and retaining high value customers. ARPU is defined as total service revenues for the period divided by the number of months in the period, over the period's average total customers. References in this report to "average number of customers" means the average of each month's average number of customers (calculated as the average of the total number of customers at month end and the total number of customers at the end of the previous month) during the period. Like EBITDA, ARPU should not be considered in isolation or as alternative measure of performance under IFRS, as adopted in the European Union.

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The table below sets forth our ARPU for the WIND Hellas Group and Hellas IV for the years indicated:

(In million of €)


December 2009 (unaudited)


December 2008 (unaudited)

Total Revenues net of discounts 1,072.8 1,260.2 Operating revenue from equipment sales (54.1) (70.0) Discounts on Service Revenues 30.3 47.4 Other (19.1) (11.4) Gross Service Revenues (for ARPU calculation) 1,029.9 1,226.2

of which is Mobile business (1) 851.6 1,032.4 of which is Contract 571.4 649.1 of which is Prepaid 280.2 383.3 of which is Fixed & Internet business (2) 113.8 111.1 of which is Voice 61.3 80.8 of which is Internet 3.6 4.2 of which is Double Play 48.9 26.1

(in thousands) Average mobile customers 5,123.0 4,831.3 Average contract mobile customers 1,064.0 1,051.3 Average prepaid mobile customers 4,059.0 3,779.9 Average fixed & internet customers 907.5 908.8 Average Voice customers 794.7 846.9 Average Internet customers 5.6 10.8 Average Double Play customers 107.2 51.1

Mobile business ARPU (in €) 14.5 18.8 Contract ARPU (in €) 44.8 51.4 Prepaid ARPU (in €) 5.8 8.5 Fixed business ARPU (in €) 13.1 12.5 Voice ARPU (in €) 6.4 7.9 Internet ARPU (in €) 52.8 32.0 Double Play ARPU (in €) 38.0 42.5 (1): Including foreign roamers revenues (2): Including Wholesale and VAS revenues

Mobile business ARPU

Contract ARPU has declined in the twelve months ended 31 December 2009 from €51.4 to €44.8 as of the twelve months ended 31 December 2008. This decrease is a combined effect of decreased traffic due to the weak macroeconomic environment, aggressive pricing activities in the local market, and reduced interconnection rates imposed by the regulator.

Prepaid ARPU has declined in the twelve months ended 31 December 2009 from €8.5 to €5.8 as of the twelve months ended 31 December 2008. This decrease is mainly attributable to the significant price dilution due to aggressive free minutes offered in prepaid bundled offerings and the decrease of the regulated interconnection rates.

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Fixed business ARPU

Voice ARPU has declined in the twelve months ended 31 December 2009 from €7.9 to €6.4 as of the twelve months ended 31 December 2008 which is mainly attributable to the reduced usage and the introduction of lower value voice direct bundles.

Internet ARPU has increased in the twelve months ended 31 December 2009 from €32.0 to €52.8 as of the twelve months ended 31 December 2008 which is mainly attributable to the reduced customer base.

Double Play ARPU has declined in the twelve months ended 31 December 2009 from €42.5 to €38.0 as of the twelve months ended 31 December 2008. This decrease is mainly attributable to aggressive competition and promotional offerings resulting in lower average monthly fee levels.

Liquidity and Capital Resources

WFIII is a holding company and does not have significant liquidity requirements other than in relation to its payments related to inter-company borrowings. The liquidity requirements of the WIND Hellas Group and Hellas IV arise primarily from required capital expenditures, for working capital requirements and for servicing of interest and principal obligations relating to the Senior Secured Notes, the Senior Unsecured Notes, the Revolving Credit Facility and other related borrowings.

The WIND Hellas Group and Hellas IV’s principal source of liquidity has historically been its operating cash flows and other bank borrowings. Prior to the acquisition of the WIND Hellas Group and Hellas IV in November 2009, WIND Hellas experienced a significant revenue decline as a result of the following factors: (1) the significant competitive market environment leading to price reductions, (2) the regulatory reduction in interconnection tariffs and (3) the economic crisis. These factors constrained the liquidity sources of WIND Hellas which ultimately resulted in a refinancing of the Group debt and the ultimate sale of the WIND Hellas Group and Hellas IV to WFIII.

Overall the WFIII Group is highly leveraged and has significant debt service obligations. As of 31 December 2009, the WFIII Group had a total of €1,833.9 million of third party debt, at issuance value. Accrued interest on third party and bank borrowings amounted to approximately €30 million as of 31 December 2009.

Cash flows

Below is a general discussion of the sources and uses of cash for the WIND Hellas operating subsidiary for the year ended 31 December 2009.

OPERATING ACTIVITIES – Net cash inflow from operating activities was approximately €86 million which mainly resulted from the loss for the year for WIND Hellas of approximately €215 million adjusted for depreciation and amortization for the year of approximately €255 million, the impairment of goodwill of approximately €82 million, net financing costs of approximately €175 million less interest paid of €128 million and net working capital outflows of approximately €82 million.

INVESTING ACTIVITIES – Net cash used in investing activities amounted to approximately €128.5 million which mainly related to the acquisition of property, plant and equipment and intangible assets of approximately €94 million and €38 million, respectively.

FINANCING ACTIVITIES - Net cash inflows from financing activities amounted to approximately €91 million which mainly related to a drawn-down of the RCF agreement in the current year of €50 million offset by payments made to the National Bank of Greece and to Weather Capital totalling approximately €5 million. In addition, a share capital injection was made from WFIII amounting to approximately €50 million

Capital expenditures

The capital expenditures of the operating subsidiary WIND Hellas for the twelve months ended 31 December 2009 amounted to approximately €131.3 million. The principal capital expenditures related to the ongoing expansion of the mobile network infrastructure, the increased network capacity and improved performance and quality, the development of advanced data services employing new technologies. With regard to fixed and internet telephony, the major portion of the

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outlay related to “LLU” sites and “LLU” equipment, transmission installation costs mainly relating to the access network, the access network cabling and the backbone network.

The following table presents the capital expenditures of the operating subsidiary WIND Hellas:

Year ended 31 December,

2009

(unaudited) 2008

(unaudited)

(in thousands) Capital expenditures ............................................................................................................ €131,317 €175,882 The decrease in capital expenditure in the twelve months ended 31 December 2009 over the twelve months ended 31 December 2008, is mainly attributable to the significant liquidity constraints the Company was facing, especially in the mobile segment, during 2009.

Debt repayment and terms

The following table sets forth the information with respect to the third party borrowings outstanding for the WFIII Group as of 31 December 2009:

Ref Currency Nominal interest rate Year of

Maturity

Face

value Carrying

amount Current Bond Loan (iv) € 3M Euribor + 1.75% 2010 3,312 3,312 Revolving Credit Facility (iii) € Euribor + 3.25% 2010 35,000 35,000

Accrued interest on bond and bank financing € 2010 30,029 30,029 68,341 68,341 Non Current Senior Secured Notes - €925 million issue (i) € 3M Euribor + 6% 2012 925,000 919,538 Senior Secured Notes - €200 million issue (i) € 3M Euribor + 6% 2012 200,000 196,528 Senior Secured Notes - €97.3 million issue (i) € 3M Euribor + 6% 2012 97,250 97,611 Senior Notes - €355 million issue (ii) € 9.50% 2013 355,000 348,958 Revolving Credit Facility (iii) € Euribor + 3.25% 2011 45,000 45,000 Revolving Credit Facility (iii) € Euribor + 3.25% 2012 170,000 167,827 Bond Loan (iv) € 3M Euribor + 1.75% 2011 3,312 3,312 1,795,562 1,778,774 Total 1,863,903 1,847,115

Furthermore, the WFIII Group has related party borrowings representing an interest bearing inter-company loan from WFII which bears interest at a rate of 12.7% per annum and matures on 16 October 2014.

The WFIII Group is highly leveraged and has significant debt service obligations. As of 31 December 2009, the WFIII Group had a total of €1,833.9 million of third party debt, at issuance value. Accrued interest on third party and bank

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borrowings amounted to approximately €30 million as of 31 December 2009. See “Risk Factors – Risks related to our debt”.

Tabular disclosure of contractual obligations

The following table summarizes the consolidated contractual obligations as of 31 December 2009 of the WFIII Group:

Less than

1 year

1-3 years

4-5 years

More than

5 years Payments due by period, (In thousands of €) Total Operating lease obligations(1) 258,422 41,998 75,576 63,199 77,649 Accrued interest on debt(2) 30 029 30 029 Third party debt (3) 1,833,874 38,312 1,440,562 355,000 - Purchase obligations 30,542 30,542 - - - Total contractual obligations 2,152,867 140,881 1,516,138 418,199 77,649

(1) Operating lease obligations relate to the rental of sites for our network assets and equipment, stores as well as to the rental of cars. (2) Accrued interest on debt represents the amount interest payable as of 31 December 2009 in the following year for the Senior Secured

Notes, the Senior Notes, RCF and the Bond Loans. (3) Principal obligations at face value under the Senior Secured Notes, the Senior Notes, RCF and the Bond Loans.

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditure or capital resources that is material to investors.

Quantitative and qualitative disclosures about market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

WFIII Group enters into derivative financial instruments agreements, in order to manage market risks. All such transactions are carried out within the guidelines set by the risk management department. Generally the WFIII Group seeks to economically hedge its exposure in order to manage market risks. The WFIII Group does not enter into commodity contracts.

The off-balance sheet risk related to the outstanding interest rate swap agreements involves the risk of a counter party not performing under the terms of the contract. The WFIII Group monitors its positions, the credit ratings of counterparties and the level of contracts it enters into with any one party. The WFIII Group has a policy of entering into contracts with parties that meet stringent qualifications and, given the high level of credit quality of its derivative counterparty, the WFIII Group does not believe it is necessary to obtain collateral arrangements.

Interest rate risk

The WFIII Group had €1,863.9 million of total outstanding indebtedness (at issuance value plus accrued interest) as of 31 December 2009, consisting of amounts outstanding under the Senior Secured Notes, the Senior Notes amounts drawn under the Revolving Credit Facility and local bond loans issued in Greece. Interest accrues on the €1,222.25 million outstanding amount of the Senior Secured Notes at variable rates based on spreads over EURIBOR, subjecting the Group to interest rate risk. The Group has mitigated the interest rate risk, and the related cash flow exposure, arising from this variable rate indebtedness by entering into interest rate swap agreements in February 2006 with a notional amount of €1,125.0 million up

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to15 October 2010 and reducing to €550.0 million thereafter until the final installment date of 15 October 2012. The swap effectively exchanges the EURIBOR-based variable component of the interest rate on €1,125.0 million or €550.0 million, as the case may be, of indebtedness outstanding under the Senior Secured Notes into a fixed interest rate of approximately 3.195% per annum, to which the applicable spread is applied. The Group has entered into similar swap agreements with respect to the €97.25 million of additional Senior Secured Notes offered on 21 December 2006, with a notional principal amount of €97.25 million up to 15 October 2009 and reducing to €50.0 million thereafter until the final installment date of 15 October 2012.

Under the financing arrangements in place as of 31 December 2009, the exposure of the Group to interest rate risk relates to:

• the EURIBOR-based, variable interest rate on the Senior Secured Notes (to the extent not mitigated by the swap arrangements described above); and

• amounts drawn under the Revolving Credit Facility, which will also bear interest at a variable rate based on a spread over EURIBOR (as of 31 December 2009, €250.0 million was drawn under the Revolving Credit Facility); and

• the amounts outstanding under the local bond loan which bear interest at a variable rate based on a spread over EURIBOR (as of 31 December 2009, €6.6 million was outstanding under the local bond loans).

It should be noted that the WFIII Group does not account for any fixed rate financial liabilities at fair value through consolidated profit or loss and the Group no longer designates derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model. Therefore a change in interest rates at the reporting date would not affect consolidated profit or loss or equity. Cash flow sensitivity analysis for variable rate instruments: With respect to a cash flow sensitivity analysis for the Group’s variable rate instruments, a change of 100 basis points in interest rates as of 31 December 2009 would have increased (decreased) the consolidated profit or loss by the amounts shown below:

Impact on consolidated profit / (loss)

before tax – in € million 100 bp 100 bp increase decrease

31 December 2009 Variable rate instruments (15.0) 15.0 Interest Rate Swap 33.7 (33.7) Cash flow sensitivity (net) 18.7 (18.7)

The interest rate sensitivity analysis is based on the following assumptions:

• Changes in market interest rates affect interest income or expense of non-derivative variable-interest financial instruments, the interest payments of which are not designated as hedged items of cash flow hedges against interest rate risks. As a consequence they are included in the sensitivity analysis above.

• No sensitivity analysis has been done for cash and cash equivalents balances, since they form part of working

capital which is used only in short term investments. Currency risk

The WFIII Group is not exposed to significant currency risk of sales, purchases and borrowings. All sales and purchases are in €, the Group’s functional currency. All the interest-bearing loans and borrowings are also in €. Ιn addition, interest for borrowings is denominated in currencies that match the cash flow generated by the underlying operations of the Group, primarily in €. As the Group is not exposed to a significant currency risk, no sensitivity analysis has been prepared.

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Inflation

The Group does not consider inflation to be a significant risk to direct expenses in the current or foreseeable future.

Critical accounting policies

The preparation of the consolidated financial statements of WFIII requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience from the operating subsidiary WIND Hellas and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different assumptions or conditions. The WFIII Group believes that, of the Group’s significant accounting policies, the following may involve a higher degree of judgment and complexity.


The Group tests annually (at the reporting date) whether goodwill has suffered any impairment, in accordance with accounting policy. The recoverable amount of the one cash-generating unit (“CGU”) to which goodwill has been allocated has been determined based on value-in-use calculations. These calculations require the use of estimates. Estimating a value in use requires management to make an estimate of the expected future cash flows from the CGU and to choose a suitable discount rate in order to calculate the present value of those cash flows.

Employee benefits

The cost of employee benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, future salary increases, mortality rates and staff turnover. Due to the long term nature of these plans, such estimates are subject to significant uncertainty.

Asset retirement obligation provision

The cost of the asset retirement obligation provision involves making assumptions about discount rates, future inflation rates and future restoration costs, and, hence it is subject to uncertainty.

Indefinite useful life for Q-Telecom and Tellas brands and related impairment

Management of the Group has determined that the Q-Telecom and Tellas brands have indefinite useful lives which are based on studies for brand positioning, imaging and brand awareness. Furthermore the Group annually tests (at the reporting date) whether these brands have suffered any impairment, in accordance with accounting policy. These brands are allocated to Group’s CGU and are tested annually for impairment.

Utilization of tax losses

The Group has recognized unrecognized tax losses carried forward as management considers it probable that future taxable profits will be available against which they can be utilized. Future taxable profits are subject to estimates made by management with respects to the profitability of the Group and are subject to uncertainty.

Valuation of financial instruments and assets

The Group determines impairment losses on financial instruments and assets based on estimates of discounted future cash flows, which include assumptions about discount rates, and based on estimate of incurred losses for trade receivables, which are derived from historical data of payment statistics for similar financial assets. Both these factors are subject to uncertainty.

Recognition of revenues

Revenue is recognized at the fair value of the consideration received or receivable net of discounts. Revenue from services is recognized as the service is provided and only when the result can be reliably estimated. Revenue is recognized when

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persuasive evidence exists with respect to the measurement of the amount of revenue, recovery of the consideration is probable and associated costs can be estimated reliably.

Revenue from the sale of goods, net of discounts and subsidies, is recognized when persuasive evidence exists that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods and the amount of revenue can be measured reliably.

Specifically, the criterion followed by the Group for recognizing revenue in its consolidated profit or loss is as follows:

• Revenue arising from the post-paid traffic, interconnection and roaming is recognized based on usage made by each subscriber and telephone operator. Such revenue includes amounts paid for access to and usage of the group network by customers and other domestic and international telephone operators.

• Revenues from monthly service fees are billed in advance and are recognized ratably over the month when the services are provided.

• Value-added services are recognized in the period when services are rendered.

• Revenue from the sale of prepaid (scratch) cards and recharging is recorded based on the prepaid traffic actually used by subscribers during the year. All prepaid cards have a contractual life of one year or less. Upon the expiration of the prepaid cards, any unused airtime is recognized in the consolidated profit or loss. The unused portion of traffic is recorded as “Prepaid traffic to be realized” in the consolidated statement of financial position caption “Other payables”.

• Revenue from the sale of handsets and accessories is recorded when the products are delivered to and accepted by the customer.

Customer loyalty programs

The Group grants loyalty award credits to its customers as incentives for them to buy goods or services in the future for free or at discounted amounts. The Group recognizes the credits that it awards to its customers as a separately identifiable component of revenue and measures these credits at fair value at the date of the initial sales transaction. The amount allocated to the credits is estimated by reference to the fair value of the services or goods for which they could be redeemed, since the fair value of the credits themselves is not directly observable. The fair value is estimated taking into account the expected redemption rate. Such an amount is deferred and recognized as revenue only when the credits are redeemed and the Group has fulfilled its obligations to supply the free or discounted goods or services. The amount of revenue recognized is based on the number of credits that have been redeemed in exchange for free or discounted goods or services relative to the total number of credits that is expected to be redeemed.

Recent accounting pronouncements

A number of new standards, amendments to standards and interpretations are not yet effective for the period ended 31 December 2009, and have not been applied in preparing these consolidated financial statements. None of these will have an effect on the consolidated financial statements of the WFIII Group, except for the following:

Revision to IFRS 3 “Business Combinations” (endorsed by the EU) and an amended version of IAS 27 “Consolidated and Separate Financial Statements” (endorsed by the EU): These revisions were issued by IASB on 10 January 2008, which take effect for annual periods beginning on or after 1 July 2009. The main changes to the existing standards include: (i) minority interests (now called non-controlling interests) are measured either as their proportionate interest in the net identifiable assets (the existing IFRS 3 requirement) or at fair value; (ii) for step acquisitions, goodwill is measured as the difference at acquisition date between the fair value of any investment in the business held before the acquisition, the consideration transferred and the net assets acquired (therefore there is no longer the requirement to measure assets and liabilities at fair value at each step to calculate a portion of goodwill); (iii) acquisition-related costs, other than share and debt issue costs, are generally recognized as expenses (rather than included in goodwill); (iv) contingent consideration must be recognized and measured at fair value at acquisition date with any subsequent changes in fair value recognized usually in the profit or loss (rather than by adjusting goodwill), (v) transactions with non-controlling interests which do not result in loss of control are accounted for as equity transactions and (vi) when a group loses control of a subsidiary, any interest retained in the former

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subsidiary is measured at fair value with the gain or loss recognized in the consolidated profit or loss. The adoption of these standards is not expected to impact the consolidation financial statements.

Amendment to IAS 39 Financial instruments Recognition and measurement: “Eligible Hedged Items” (endorsed by the EU): An amendment has been made to clarify how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations. These amendments are applicable retrospectively for annual periods beginning on or after 1 July 2009. The adoption of this standard is not expected to impact the consolidation financial statements.

IFRIC 17 “Distributions of Non-cash Assets to Owners” (endorsed by the EU): This interpretation provides guidance in respect of distributions of non-cash assets to owners acting in their capacity as owners. Distributions within the scope of IFRIC 17 are measured at the fair value of the assets to be distributed. Any gain or loss on settlement of the liability for the dividend payable is recognized in the profit or loss. This interpretation is applicable prospectively for annual periods beginning on or after 1 July 2009. The adoption of this interpretation is not expected to impact the consolidation financial statements.

Amendment to IAS 32 “Financial Instruments: Presentation – Classification of Rights Issue” (endorsed by the EU): This standard has been amended to allow rights, options or warrants to acquire a fixed number of the entity’s own equity instruments for a fixed amount of any currency to be classified as equity instruments provided the entity offers the rights, options or warrants pro rata to all of its existing owners of the same class of its own non-derivative equity instruments. These amendments are effective retrospectively for annual periods beginning on or after 1 February 2010. The WFIII Group is in the process of assessing its impact on its consolidated financial statements.

IFRIC 19 “Extinguishing Financial Liabilities with Equity Instruments” (not yet endorsed by the EU): This interpretation provides guidance on the accounting by an entity for debt for equity swaps, where the terms of the financial liability are renegotiated and result in the entity issuing equity instruments to the creditor of the entity to extinguish all or part of the financial liability. This interpretation is not applicable when the creditor is a direct or indirect shareholder; the creditor and the entity are controlled by the same party before and after the transaction and the original terms of the transaction included a debt for equity swap. This interpretation is applicable retroactively for annual periods beginning on or after 1 July 2010. The WFIII Group is in the process of assessing its impact on its consolidated financial statements.

Amendment to IAS 24 “Related Party Disclosures (revised 2009)” (not yet endorsed by the EU): This standard amends the definition of a related party and modifies certain related party disclosure requirements for government-related entities. These amendments are applicable retrospectively for annual periods beginning on or after 1 January 2011. The WFIII Group will be assessing its impact on its consolidated financial statements.

IFRS 9 “Financial Instruments” (not yet endorsed by the EU): This standard is the first standard issued as part of a wider project to replace IAS 39. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortised cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristics of the financial asset. The guidance in IAS 39 on impairment of financial assets and hedge accounting continues to apply. This standard is applicable retrospectively for annual periods beginning on or after 1 January 2013. The WFIII Group will be assessing its impact on its consolidated financial statements.

Legal proceedings

We are party to various legal actions, most of which are legal and administrative proceedings arising in the ordinary course of our business. The majority of legal actions in which we are involved have been brought by private persons or local municipalities seeking to have individual antennas removed. See "Risk factors—Risks related to our industry—We have not obtained all of the required permits and authorizations for the construction of our antenna sites, and could be fined or subjected to legal action seeking to have our antennas removed." Other than as described below, we believe that if the outcomes of these legal proceedings or investigations are determined against us they will not have a material adverse effect on our financial position or results of operations. We note, however, that the outcome of legal proceedings is often extremely difficult to predict with certainty and we offer no assurances in this regard. Under Greek law, the amount of damages claimed may accrue interest, which is generally calculated from the date that the lawsuit was served upon the defendant (and in certain circumstances from an earlier date) to the date of payment, in accordance with applicable regulations.

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Delan Arbitration/ Carothers Litigation WIND Hellas was involved in a dispute with Delan Cellular Services S.A. (“Delan”) relating to a September 1996 agreement between WIND Hellas and Delan pursuant to which Delan agreed to develop and market pre-paid telecommunications services using WIND Hellas’ network. WIND Hellas terminated the agreement in January 1997 because of Delan’s failure to adequately develop a platform for the pre-paid product in accordance with the contractual timetable. WIND Hellas subsequently developed the product and Delan filed a claim against WIND Hellas in a Greek arbitration tribunal in February 1998 seeking damages of approximately €0.3 million for breach of contract and €79.5 million in lost profits plus accrued interest (which the Greek courts calculate from the date a claim is filed to the date of the judgment using the Bank of Greece interest rates). Although the arbitration proceeding concluded in March 2001, the arbitration panel chairman was unable to reach a decision and as a result, he submitted his resignation in December 2003. A new chairman of the arbitration panel was appointed to the matter in January 2005, at which time Delan also submitted additional evidence. New hearings on this matter were held in April 2005.

On 4 July 2006 the Athens Arbitration Tribunal reached a decision and sentenced WIND Hellas to pay an amount of €30.7 million plus legal interest. WIND Hellas submitted an appeal with the Athens Court of Appeals for the annulment of this award. The Court of Appeals granted a stay of execution of this award pending the hearing of the appeal, which took place on 30 January 2007. A decision was issued in July 2007 whereby WIND Hellas won the appeal and in accordance with the Greek Civil Procedure rules, the lawyers of WIND Hellas notified Delan of this decision on 6 September 2007. As of 29 October 2007, the courts issued a certificate to WIND Hellas that no appeals had been filed before the Supreme Court within the applicable limitation period of one month from the final decision being served to the relevant parties and consequently, this matter was considered closed by management. However, as of 29 February 2008, WIND Hellas received a court summons that the Delan case was appealed by Alpha Digital Television S.A. (“Alpha”), a company that absorbed Delan in February 2007 and as a result of this absorption, Alpha became the full successor of the Delan claim against WIND Hellas. Alpha claimed that they should have been formally notified of the decision issued in July 2007 to their address on 6 September 2007 rather than the notification being delivered to Delan. As a result, a three-year limitation period was applicable for the filing of this appeal instead of one month to allow for Alpha to update itself with the facts of the litigation claim. Alpha filed their petition for appeal before the Supreme Court in November 2007 and WIND Hellas was formally notified of this appeal on 29 February 2008. This appeal has been filed, the hearing occurred in May 2008 and a decision was rendered in October 2008 in favor of WIND Hellas. Therefore, this case was again considered closed by management.

On 15 April 2009, an extrajudicial letter was filed by a third party (Cyprus-based Carothers Ltd, representing the Delan side) for reinstatement of the claim, as the Delan case was transferred to them from Alpha. WIND Hellas counter argued this extrajudicial letter and the third party responded again insisting on its arguments. On 14 October 2009 a new lawsuit was served to WIND Hellas from Carothers Ltd based on exactly the same historical data and legal base of the Delan Arbitration stated above before the civil courts (Athens Multi-seated Court of First Instance), for compensation of €271.3 million. The Court hearing was held on 20 January 2010 before the Athens Court of First Instance. The Court denied the application made by Carothers Ltd on 5 February 2010. On 10 February 2010, Carothers Ltd notified WIND Hellas of a second application for an interim injunction against WIND Hellas before the Athens Court of First Instance which was based on the same grounds as the first application. The hearing date for the second application was initially scheduled for 26 February 2010 but, by agreement of WIND Hellas and Carothers Ltd, was re-scheduled to 16 June 2010. Also, on 26 February 2010, further to Carothers Ltd oral request, the Court issued a provisional order prohibiting a change in the legal and actual status of WIND Hellas property of up to an amount of €35 million until the re-scheduled hearing date of 16 June 2010. Management has reviewed the merits of this lawsuit with their legal counsel and has concluded that the likelihood of an unfavorable decision against WIND Hellas is remote therefore no provision has been recorded in the consolidated financial statements as at 31 December 2009.

Vasilias Enterprises S.A. Litigation In March 2001, Vasilias Communications S.A. (“Vasilias”), one of WIND Hellas’ master dealers, filed suit against WIND Hellas claiming damages of over €9.2 million for breach of contract. Following the bankruptcy of Vasilias, WIND Hellas filed a counterclaim totalling €1.8 million for damages resulting from Vasilias’ closure of its stores after receiving financial support from WIND Hellas. A decision of the Athens Court of First Instance ruled in favour of Vasilias and awarded Vasilias €1 million in damages for lost profits. This decision was appealed by both parties. Subsequently, the Court of Appeal issued a ruling in September 2004 and awarded Vasilias €1.1 million in damages for lost profits plus accrued interest and €50 thousand for legal expenses. Both WIND Hellas and Vasilias filed petitions for the amendment of this ruling before the Supreme Court (Arios Pagos). The hearing for the petitions took place on 26 February 2007. The Supreme Court partially accepted WIND Hellas’ arguments and ordered WIND Hellas to pay Vasilias the sum of €0.4 million plus legal interest. The amount WIND Hellas paid Vasilias, following the Supreme Court’s decision, therefore totals €0.7

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million. Vasilias filed a second claim against WIND Hellas in February 2005 related to claims similar to those described above, but for the period following the filing of the first claim, running from the first quarter of 2001 to the end of 2001. In this claim, Vasilias is seeking damages of approximately €1.9 million for lost profits plus accrued interest. The hearing on this matter, originally scheduled for October 2006, was held on 24 January 2008. The Court of First Instance issued its decision which required the Company to pay Vasilias an amount of approximately €260 thousand. In October 2009, Vasilias’ appeal against the Decision of the Court of First Instance was notified to WIND Hellas. The appeal is scheduled to be heard on 20 October 2010, before Athens Court of Appeals. A provision of approximately €1.5 million has been recorded for this legal case which is legal counsel and management’s best estimate of the potential outcome of this case.

Lantec Communications S.A. Litigation Lantec Communications S.A. (“Lantec”), one of the Company’s former master dealers, filed suit against WIND Hellas in March 2002 claiming damages of approximately €52.7 million in lost profits relating to the termination by WIND Hellas of its exclusive agreement with Lantec due to Lantec’s failure to meet the targets of WIND Hellas’ commercial policy as stipulated in the agreement, as well as for breach of contract. The claim was dismissed by the Multi-seated First Instance Court of Athens following a hearing in March 2004 and WIND Hellas was awarded €1.1 million in legal fees. Lantec appealed this ruling and its appeal was heard on 10 November 2005. On 27 March 2006, the Court of Appeal issued its decision rejecting Lantec's appeal. Lantec, which in the meantime had merged with Lannet, filed a petition for an annulment of this ruling with the Supreme Court (Arios Pagos). The hearing took place on 23 March 2009. The Supreme Court rejected Lantec’s petition, so the case is finally closed in favour of the Company. Consequently, as of 31 December 2009 the provision related to Lantec case of €2.5 million was reversed. Benroubis S.A. Benroubis S.A. (“Benroubis”) is a company which, inter alia, manages retail stores and produces household appliances. Former legal entity Tellas had requested the approval of the trademark “IZI” for a group of new services. Benroubis filed an injunction request before the civil courts claiming that former legal entity Tellas should refrain from using this trademark as Benroubis had already registered the trademark “IZZY” for equipment it produces itself, including fixed telephone sets. The court granted an injunction prohibiting the use of the trademark “IZI” by Tellas, and Tellas immediately withdrew the products bearing this trademark from the market. The Administrative Trademark Committee (in charge of the registration of trademarks) accepted the request of Tellas for the registration of “IZI”, despite the fact that Benroubis S.A. had intervened and requested the rejection of Tellas’ application. Consequently, Benroubis filed a law suit claiming €1 million from former legal entity Tellas on the grounds of unfair competition for use of the trademark. Independently of the outcome of the judicial dispute, Tellas has fully covered the risk arising from this case, as the advertising agency used by Tellas (DDB) has undertaken to reimburse Tellas any amount that Tellas may be required to pay Benroubis. The next hearing was originally scheduled for October 2009 and postponed for 28 April 2010. Independently of the outcome of the judicial dispute, this risk has been fully covered as the associated advertising agency has undertaken to reimburse WIND Hellas any amount that may be required to pay Benroubis. Municipality of Evosmos The Municipality of Evosmos has filed formal notices against WIND Hellas asserting that the company was under the obligation to pay to the Municipality a total amount of €1.5 million with respect to rights of way and demanding immediate compensation. WIND Hellas has filed appeals with the competent courts for which no decisions have been rendered. Management has reviewed the merits of these notices and a provision of approximately €0.5 million has been recorded for this legal case which is legal counsel’s and management’s best estimate of the potential outcome.

Main legal proceedings of regulatory nature Customer complaints In 2006, 2007 and 2008, a large number of customers filed complaints the Greek operating subsidiary before the Telecoms Regulator. These complaints and the relevant replies were considered by the EETT and resulted in the imposition of a series of fines. The fines imposed in 2007 and 2008 amounted to a total of €2.55 million. The Greek subsidiary has appealed these decisions of EETT with respect to the imposition of such fines and unless the court decides to suspend the decisions and until the issuance of a final decision, the company will have to pay the fines before the court rules on the appeals. However, management believes that the appeals are based on solid legal arguments, which are likely to result in a significant reduction of the amounts fined. The fines described above were based on complaints filed during 2006 and 2007. However, complaints were still filed during 2008. Management does not exclude the possibility of a new fine being imposed during the following years for complaints filed in 2008 and 2009. Management has reviewed the merits of this case and a provision of approximately €0.7 million has been recorded which is legal counsel’s and management’s best estimate of the potential outcome of this matter. As at 31 December 2009, the Company has recorded a total provision of €2.7 million for these

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litigation cases.

Universal Service Directory In December 2004, WIND Hellas (at that time under the corporate name of TIM Hellas), Vodafone Greece and Cosmote were each fined €20 thousand for not providing the universal service provider (OTE AE) with subscriber data for a unified telephone catalogue to be published by OTE. WIND Hellas reviewed and examined the decision of the NTPC, and lodged an official petition opposing it in the Administrative Appeal Court on 28 February 2005. The hearing took place on 26 September 2007. The Court’s decision (no. 669/2008), which was in favour of WIND Hellas, was officially notified to the company on 29 July 2008. The court officially cancelled the decision of the NTPC stating that WIND Hellas had acted properly in not providing subscriber data to the universal service provider in the absence of an agreement between the parties. The NTPC appealed the decision in November 2008. A hearing on this issue was finally scheduled for October 2010. Mobile Number Portability In August 2005, WIND Hellas (at that time under the corporate name of TIM Hellas), together with Vodafone Greece and Cosmote, was fined €0.5 million for not allowing the mobile number portability prescribed by the NTPC. This fine resulted from two separate violations, €0.2 million for a telecommunications law violation and €0.3 million for a competition law violation. On 28 December 2005, WIND Hellas paid these fines and subsequently filed a petition with the Greek State Council for the annulment of the decision relating to both violations. With the adoption of the Law on Electronic Communications (Law no. 3431/2006), the Greek State Council submitted the issue to the Administrative Appeal Court. A hearing on this issue was originally scheduled for September 2007 and then re-scheduled three times. It finally took place on 20 January 2009. The Court’s Decision (no. 2133/2009) for both violations, in favour of WIND Hellas, was officially notified to the Company in October, 2009. SMS prices In March 2006, WIND Hellas (at that time under the corporate name of TIM Hellas), Vodafone Greece and Cosmote were each fined €1 million for anti-competitive behaviour following an investigation that was initiated by the NTPC in February 2005 into alleged price fixing of SMS services by WIND Hellas, Vodafone Greece and Cosmote. WIND reviewed and examined the Decision of the NTPC and submitted its official petition against it to the Administrative Appeal Court in April 2006. The hearing took place on 15 May 2007. The Court’s Decision (no. 3738/2007), in favour of WIND Hellas, was officially notified to the company on 24 January 2008. The court decided that the simultaneous increase of the SMS service costs cannot be considered as a practice jointly-agreed by the mobile operators. The NTPC lodged an appeal with the State Council against this decision on 17 March 2008. The hearing was originally scheduled for October 2009, rescheduled for 12 January 2010 and again rescheduled for 13 April 2010, when was again postponed for 12 October 2010. Mobile Termination Rates On 20 November 2008, WIND Hellas filed an appeal before Athens’ Administrative Court of Appeals against NTPC’s Decision on Mobile Termination Rates (NTPC’s Resolution no. 498/046/15.10.2008), based on procedural and substance reasons related to the adverse impact on the Company’s profitability following the implementation of the new MTRs. The hearing, initially scheduled on 19 March 2009 was postponed and rescheduled for 11 June and 29 July 2009. The case was scheduled to be heard before the Administrative Supreme Court, on 13 April 2010, when was again postponed for 12 October 2010. Meanwhile WIND Hellas had the obligation to implement the new MTRs from 1 January 2009. Numbering On 18 February 2009 WIND Hellas filled an appeal before Athens’ Administrative Court of Appeals against the NTPC’s resolution no. 505/056/23.12.2008 that had rejected WIND Hellas’ request to be credited €100 thousand for false invoicing by NTPC, relating to numbering fees. The hearing took place on 13 October 2009. No court decision has been issued yet. WIND Hellas believes the provision of €2.7 million recognized for all the above cases is sufficient. Other In the normal course of business, the Company is at times subject to other pending and threatening legal actions and proceedings. Management believes that the outcome of such actions and proceedings will not have a material adverse effect on the financial position or results of operations of the Company.

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MANAGEMENT

Board of directors The board of directors is the statutory and executive body of WIND Hellas that manages the business activities of the company. The following table depicts the individuals currently serving as the directors of WIND Hellas:

Name Title Socratis Kominakis Chairman of the Board of Directors Karim Michel Nasr Vice Chairman Nassos Zarkalis Managing Director and Chief Executive Officer Zaid Fadhil Alsikafi Member Ioannis Palaiokrassas Member

Management3 Executive officers Set forth below is certain information concerning the individuals serving as the executive officers of WIND Hellas:

Name Title Nassos Zarkalis Chief Executive Officer George Rallis Chief Financial Officer Nikolaos Costaras Chief Information Officer Mohamed Ghidan Chief Technical Officer

Mr. Nassos Zarkalis has been appointed Chief Executive Officer of WIND Hellas, effective December 2009. Mr. Zarkalis joined WIND Hellas as Chief Operating Officer & Deputy CEO in September 2009, with a total of 17 years of experience, 10 of which in the area of telecommunications. More specifically, from 1999-2007 he acquired various sales and commercial senior roles in Vodafone Greece and in early 2008 he was appointed CEO in Hellas Online (HOL). Mr. Zarkalis holds a Degree in Chemical Engineering from National Technical University of Athens, a Master’s Degree in Chemical Engineering from University of Delaware, USA and an MBA from Henley Management College, UK.

George Rallis is WIND Hellas’s Chief Financial Officer since February 2009, responsible for Planning & Control, Internal Control & Revenue Assurance, Credit & Collection and Finance & Administration sectors. He joined the company in September 2005 assuming the position of Executive Director of Planning & Control and Business Valuation & Investment Monitoring. Mr. Rallis started his career in 1993 in British Telecom (BT) as Senior Analyst, undertaking positions of high responsibility such as Price Control Review and Senior Market Analyst. In 1997 he was transferred to TELESTET undertaking the position of Investor Relations and Business Analyst, while in 1999 he was promoted to the position of Business Planning & Control Executive Director. In 2001 Mr. Rallis was transferred to OTE, initially as an Investor Relations Officer and then as a Planning Director responsible for local subsidiaries companies. He served as member of the Board of Directors of Hellascom, OTEGlobe, OTEnet, OTE Insurance. Mr. Rallis holds a Bachelor degree in Mathematics from the Aristotle University of Thessaloniki and an MSc degree in Management Science from Lancaster University. Nikolaos Costaras has been the Chief Information Officer of WIND Hellas since November 2002 when he joined the company as an Information Systems Executive Director. Mr. Costaras began his career with Credit Bank S.A. in 1985 through 1988 and has since held various managerial positions in Greek IT and telecommunications companies. Prior to joining WIND Hellas, he worked at the information systems division of PANAFON S.A. from 1993 to 2002. Mr. Costaras holds a Bachelor of Science degree in Computer Science from Teeside Polytechnic, and an MSC in Computer Science and Software Design from Newcastle University.

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Mohamed Ghidan was appointed Chief Technical Officer of WIND Hellas in January 2010, in charge of the Network departments. Mr. Ghidan comes from Orascom Telecom Holdings, where he was the group Technical Sr. Director in charge of Development, Procurement and Technical Operations Project Management. His former position in the group was as Technical Operation Sr. Director in charge of Technology Budgeting, Network Rollout, Network Performance, Vendor Performance and Reporting. Mr. Ghidan brings 18 years of experience in the telecommunication industry, where he has worked with multinational telecommunication companies as Lucent Technologies and AT&T. Mr. Ghidan was born in Cairo and holds BSc in Telecommunication Engineering and Professional Program Management from Stevens Institute of Technology in USA. Compensation of directors and officers According to the provisions of the Greek laws for sociétés anonymes, the only competent body to decide on compensation, if any, for the members of the board of directors is the Ordinary General Assembly of the shareholders. The current members of our board of directors are not compensated by WIND Hellas in their capacity as board members, other than Mr. Kominakis, Mr. Karim Michel Nasr Mr Zaid Fadhil Alsikafi and Ioannis Palaiokrassas who under their capacity as BoD Members, are entitled to receive a fee. In 2009, the aggregate amount of cash gross compensation paid to our executive officers [Mr. Zarkalis, Mr. Rallis, Mr. Costaras, as well as Mr. Kominakis (ex-CEO), Mr. Barsoum (ex-CEO), Mr. Charalambides (ex-CCO), Mr. Dekker (ex-CFO), Mr. Konstantellos (ex-CNO) and Mr. Ongaro (ex-CSO)], was €2,372,023. In addition to their fixed compensation, all of our executive officers have arrangements in their employment contracts, including variable remuneration based on individual and company performance. Employees As at 31 December 2009, WIND Hellas had approximately 1.592 full-time equivalent employees whereas for 31 December 2008, the employees were 1 944.

WIND Hellas has a Corporate Collective Agreement (last signed Agreement in 2008) which provides for minimum salary rates mainly on the basis of length of service as well as other provisions. This year we had attendances in the recent national strikes while no material labor related claims are pending. We believe that we have a good relationship with our employees. Employee stock-based incentive plans We currently do not have a stock option plan for our employees.

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PRINCIPAL SHAREHOLDERS Weather Investments S.p.A. Weather Investments S.p.A. is a public limited company whose share capital is held for 68.82% by Weather Investments II Sàrl, a company controlled by the Sawiris family, 7.76% by its subsidiary Wind Acquisition Holdings Finance S.p.A., 21.61% by institutional investors and 1.81% by other investors. Weather Investments S.p.A. and its subsidiaries operate in the telecommunications sector, principally in Italy, in the emerging markets of North Africa, the Middle East and Asia, and in Greece through the three sub-groups Wind Telecomunicazioni, Orascom Telecom and Hellas Telecommunications. As of 31 December 2009 Weather Investments counts over 116 million mobile subscribers worldwide and offers fixed-line voice and Internet services in Italy and Greece. The Wind Group operates in Italy in the telecommunications sector and markets its mobile services through the “WIND” brand and its fixed-line voice, broadband and data services through its “Infostrada” brand. It also provides Internet services, including narrowband access, and its Internet portal services under the “Libero” brand. Orascom Telecom is a leading international telecommunications company operating in high growth markets in the Middle East, Africa and Asia. Orascom Telecom operates GSM networks in Algeria ("OTA"), Pakistan ("Mobilink"), Egypt ("Mobinil"), Tunisia ("Tunisiana"), Bangladesh ("banglalink"), North Korea (“koryolink”) and in Canada (“Wind Mobile”) through its indirect equity shareholding in Globalive Wireless. In addition it has an indirect equity ownership in Telecom Zimbabwe (Zimbabwe) and through its subsidiary Telecel Globe, OTH also operates in Burundi, the Central African Republic and Namibia.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Consulting agreement There is a consulting agreement between Weather Investments and Wind Hellas under which Weather Investments will offer to WIND Hellas a number of consulting services for an annual fee. Pursuant to the terms of the indentures governing the Notes, such fee is capped at €2.0 million for 2010. Agreements with WIND Telecommunicazioni S.p.A. and WIS- WIND International Services S.p.A. The operating subsidiary, WIND Hellas, has entered into various agreements with related parties, with the significant ones being WIND Telecommunicazioni S.p.A. and WIS - WIND International Services S.p.A. for the provision of international interconnection services, international roaming services and leased lines. Refer to Note 28 of the WFIII Group consolidated financial statements attached. Trademark License Agreement WIND Hellas has executed on 23 October 2009 a licensing agreement (the Trademark License Agreement), pursuant to which, among other things, WIND Italia has granted WIND Hellas the exclusive and non-transferable license to use in Greece (i) the WIND trademarks, as defined in the above Trademark License Agreements) and (ii) the WIND combined with Hellas as part of its corporate name, both until 22 October 2012 (the initial Term), unless otherwise agreed by the Parties in writing and/or unless the Agreement is terminated earlier, as per its terms and conditions. As consideration for the use of the “WIND” brand WIND Hellas is required to pay WIND Italy a royalty equal to 0.2% of the Annual Service Revenue of the Licensee, i.e. WIND Hellas. Notwithstanding any other term and condition of the Agreement, the amount of said Royalty payable by WIND Hellas in any given year (or part of a year as the case may be) shall not exceed the amount of €70 thousand. Related party borrowings Refer to section “Description of Indebtness – Intercreditor Agreement” and “Intercompany corporate bond loans”.

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DESCRIPTION OF INDEBTEDNESS

The following is a summary of the material provisions of the Revolving Credit Facility, the Intercreditor Agreement, the Senior Secured Notes, and the Senior Notes and the intercompany corporate bonds. It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the underlying documents. The Revolving Credit Facility In connection with the acquisition of TIM Hellas, the Revolving Credit Facility was entered into on 3 April 2005 and subsequently amended and restated as of each of 15 July 2005, 12 September 2005, 31 January 2006, 21 December 2006, 20 April 2007, 17 December 2007 and 20 November 2009 between, among others, Hellas V and WIND Hellas as borrowers and J.P. Morgan Europe Limited as issuing bank, agent and security agent. In connection with, among other things, the offering of €97.25 million aggregate principal amount of the Senior Secured Notes, on 21 December 2006, Hellas V obtained certain waivers and consent from the required majority of the creditors under the Revolving Credit Facility to, among other things, permit the issuance of these notes and the application of the proceeds therefrom. The Revolving Credit Facility was amended and restated on 21 December 2006 to reflect certain amendments made in connection with this consent solicitation. On 20 April 2007, the Revolving Credit Facility was amended in connection with the acquisition by Weather Investments S.p.A. of Hellas Telecommuniations, principally by reducing the revolving and domestic facilities by an aggregate of €50 million. On 17 December 2007, following a further amendment, the revolving facilities were increased by an aggregate of €100 million, in order to fund the acquisition by WIND Hellas from PPC and Wind Telecommunicazione S.p.A. of 50% plus one share of Wind PPC Holding N.V, the holding company of Tellas Telcommunications S.A. (“Tellas”) (the “Tellas Acquisition”). Finally, pursuant to the most recent amendment on 27 November 2009, the Revolving Credit Facility was amended to, among other matters, allow for the waiver and amendment of certain terms of the Revolving Credit Facility to permit the sale of the shares of WIND Hellas by Hellas Telecommunications (Luxembourg) II (in administration) to Weather Finance III. Structure Following the conversion of the domestic commitments to commitments available under the revolving facility in November 2008, the Revolving Credit Facility currently provides for revolving facilities of up to €250.0 million, (the "Facility") which have been fully drawn by Hellas V. Subject to certain limitations and the other terms of the Facility, the proceeds of such issued notes must be on-lent by Hellas V to WIND Hellas and used as follows: (i) towards payment of interest under the Revolving Credit Facility, the Senior Secured Notes, or the Senior Notes; and (ii) towards the working capital and general corporate purposes (including capital expenditure and payment of interest) of WIND Hellas and its subsidiaries. Interest rates and fees The interest rate under the Facility for each interest period is payable by Hellas V at the rate per annum which is the aggregate sum of: (i) the applicable prevailing spread (the "Spread") described below; (ii) EURIBOR; and (iii) any applicable mandatory cost rate described below. The initial prevailing Spread is 2.25%. The Spread is subject to an adjustment mechanism, allowing for a step down to a minimum 2.50% per annum. The downward adjustment (and subsequent upward adjustments, as applicable, up to a maximum 3.25%) can be triggered upon meeting certain net senior secured debt to EBITDA ratio requirements. The mandatory cost rate is the rate per annum which is the weighted average of the additional cost rates (as described below) of the creditors under the Facility. The additional cost rate for a creditor lending or subscribing from a facility office in a participating member state of the EMU is the percentage certified by such creditor as being its cost of compliance with the minimum reserve requirements of the European Central Bank in respect of utilizations made from that facility office. In the case of a creditor lending or subscribing from a facility office in the United Kingdom, the

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additional cost rate is calculated by the agent under the Facility, and is designed to compensate creditors for amounts payable under the rules on periodic fees contained in the FSA Supervision Manual. The Facility also provides for payment of certain fees, including underwriting and arrangement fees, commitment fees, and agency fees. Guarantees Weather Finance III, Hellas IV, Hellas V, Hellas VI and WIND Hellas are the current guarantors of the borrowers' (and each other guarantor's) obligations under the Facility. The liabilities guaranteed by Weather Finance III, Hellas IV, Hellas V and Hellas VI are subject to certain limitations in relation to parent companies in order to comply with the requirements of Luxembourg law. The guarantee obligations of WIND Hellas under the Facility extend only to the obligations of Hellas V and any Additional Borrowers under the Facility and, in respect of the obligations of any Additional Borrower, are limited to the extent such obligations of WIND Hellas are not contrary to any provision of Greek law. Security Obligations under the Revolving Credit Facility have the benefit of first priority ranking security over substantially all of the assets of Weather Finance II, Weather Finance III, Hellas III, Hellas IV, Hellas V, Hellas VI and WIND Hellas. Amortization and Maturity The amounts due under each utilization under the Facility will mature on the last day of the interest period elected by Hellas V. Hellas V may select an interest period of one, two, three or six months, subject to certain conditions and exceptions. Pursuant to certain amendments made on 27 November 2009, the Facility requires certain amortization repayments starting from 30 June 2010 at six-monthly intervals. This reduces the Facility (and requires prepayment of any amounts outstanding above the Facility total as reduced) until 31 December 2011. Any amounts then outstanding under the Revolving Credit Family will mature on the termination date (the "Termination Date"), which is 3 April 2012. Prepayments and cancellation Voluntary prepayment Subject to certain minimum amounts, a borrower under the Revolving Credit Facility may at its option, at any time without penalty, prepay all or any part of the amounts borrowed under such facility, plus all accrued and unpaid interest upon three days' prior written notice to J.P. Morgan Europe Limited as agent under the Facilities. Mandatory prepayment and acceleration The Facilities require mandatory prepayments upon the occurrence of certain events, including the occurrence of any event or circumstance in which the any of the Senior Secured Notes or the Senior Notes is required to be prepaid, subject to certain exceptions. Upon such occurrence: (i) once amounts applied in repayment of the Senior Secured Notes, or the Senior Notes exceed €275.0 million or its foreign currency equivalent, the Facilities shall also be cancelled and prepaid pro rata with amounts applied to prepay the Senior Secured Notes, or the Senior Notes; and (ii) for so long as an event of default under the Facilities is outstanding, proceeds otherwise required to be applied in prepayment of the Senior Secured Notes, or the Senior Notes will be applied in cancellation and prepayment of the Facilities in priority of any other indebtedness. In addition, the Facilities set out certain events of default, the occurrence of which allow the majority creditors to accelerate all outstanding drawings and terminate their commitments.

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Mandatory cancellation The commitments under the Facilities shall be cancelled in part, for such part as remains undrawn at the end of its availability period, which is one month prior to the Termination Date. Covenants The Facilities contain various covenants substantially similar to the covenants in the indentures governing the Senior Secured Notes and the Senior Notes. In addition, the Facilities contain financial covenants relating to: • The maintenance of the ratio of net secured debt (as defined in the Facilities) to consolidated EBITDA (as defined in

the Facilities) of Weather Finance III and certain of its subsidiaries. The ratio is tested quarterly on a last twelve month basis and must not exceed 6.50:1 for the period ending 31 March 2010, 7.20:1 for the period ending 30 June 2010, 6.70:1 for the period ending 30 September 2010, 6.80:1 for the period ending 31 December 2010, ratcheting down from this date until maturity;

• the maintenance of the ratio of EBITDA (as defined in the Facilities) to Total Net Cash Interest Expense (as defined

in the Facilities). The ratio is tested quarterly on a last twelve month basis and must not exceed 1.50:1 for the period ending 31 March 2010, 1.60:1 for the period ending 30 June 2010, 2.10:1 for the period ending 30 September 2010, 2.10:1 for the period ending 31 December 2010, ratcheting down from this date until maturity;

• the maintenance of a minimum Liquidity Amount (as defined in the Facilities) varying between €20.0m and €40.0m

for each month-end date to 31 March 2012; and • annual limitations on capital expenditure. Intercreditor Agreement To establish the relative rights of certain of our creditors under our financing arrangements, Weather Finance III, Hellas V, Hellas III, and other intergroup creditors entered into an intercreditor agreement (the "Intercreditor Agreement") on 20 November 2009 with, among others, the lenders and agents under the Revolving Credit Facility, the trustee for the Senior Secured Notes, and the Senior Notes and the security agent for such facilities (the "Security Agent Holders of the Senior Secured Notes, and the Senior Notes are deemed to have agreed to, and accepted the terms and conditions of, the Intercreditor Agreement, as set forth below. The Intercreditor Agreement sets out: • the relative ranking of certain debt of Weather Finance II and its subsidiaries;

• the relevant ranking of security granted by Weather Finance II and its subsidiaries;

• when payments can be made in respect of that debt;

• when enforcement action can be taken in respect of that debt;

• the terms pursuant to which certain of that debt will be subordinated upon the occurrence of certain insolvency events;

• turnover provisions; and

• when security and guarantees will be released to permit an enforcement sale.

The following description is a summary of certain provisions contained in the Intercreditor Agreement. It does not restate the Intercreditor Agreement in its entirety and, as such, we urge you to read that document because it, and not the discussion that follows, defines certain rights of the holders of the Notes.

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Priority of debts The Intercreditor Agreement provides that debt outstanding under the Revolving Credit Facility (including the guarantees thereof), the Senior Secured Notes, the Senior Secured Guarantees, the Senior Guarantees and certain other debt of the group will rank in right and priority of payment in the following order: • first, debt under the Revolving Credit Facility (including the guarantees thereof), hedging indebtedness, the Senior

Secured Notes and the Senior Secured Guarantees without any preference between them;

• second, the Senior Guarantees;

• third, intercompany debt (which consists of all liabilities of Weather Finance III and its subsidiaries (the "Group") to another member of the Group or to Weather Finance III other than the intercompany corporate bond loans

Priority of security The transaction security (other than the security granted for the benefit of the intercompany corporate bond loans) will rank and secure the debt (other than the intercompany corporate bond loans), and the proceeds of its enforcement will rank in right and priority of payment, in the following order: • first, the Revolving Credit Facility (including the guarantees there of;

• second, the Senior Secured Notes and the Senior Secured Guarantees;

• third, the Senior Notes and Senior Guarantees; and

• fourth, the intercompany debt, other than the intercompany corporate bond loans.

The security for the intercompany corporate bond loans will secure the intercompany corporate bond loans and the proceeds of its enforcement will be paid to the Security Agent and be applied as described below under the caption "Turnover and application of recoveries". Permitted payments Prior to the later of the repayment in full of the Revolving Credit Facility and the Senior Secured Notes (the "Secured Discharge Date"), unless (i) a majority of the lenders under the Revolving Credit Facility and (ii) a majority of the holders of the Senior Secured Notes otherwise agree, a member of the Group may not pay and a holder of the Senior Notes, or an intercompany creditor may not receive or retain payment of, whether in cash or kind, any amount under the Senior Notes or intercompany debt from a member of the Group unless the following conditions are satisfied: • except in the case of a payment of intercompany debt to an obligor under the Revolving Credit Facility or Investor Debt

the payment of which is permitted under the terms of the Revolving Credit Facility and the Senior Secured Notes, the amount is then due and payable (or, in the case of scheduled interest, will become due and payable within three business days) under the terms of the Senior Notes, or intercompany debt, as applicable;

• the payment is (i) a Permitted Payment (as defined below); or (ii) not prohibited under the terms of (a) the Revolving Credit Facility and the majority lenders there under have given their consent to the payment and (b) the Senior Secured Indenture;

• except in the case of a payment of intercompany debt to an obligor under the Revolving Credit Facility, no payment default is continuing in relation to the Revolving Credit Facility or the Senior Secured Notes;

• Enforcement Action has not been taken; and

• no payment default has occurred and is continuing under the Revolving Credit Facility or the Senior Secured Notes and no Payment Blockage Notice has been given.

Notwithstanding the foregoing, Hellas III (except as prohibited under "—Payment blockage" below) may pay to holders of the Senior Notes, and holders of the Senior Notes may receive and retain payments from Hellas III, whether in cash

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or kind, permitted to be paid under the terms of the Revolving Credit Facility and the Senior Secured Notes (but not, unless permitted elsewhere in the Intercreditor Agreement, from any guarantor of the Senior Notes) pursuant to the exercise of any of the rights provided by the Senior Indenture (but not, unless permitted elsewhere in the Intercreditor Agreement, from enforcement of any security granted for the benefit of the Senior Notes). In addition, the Intercreditor Agreement also does not permit (i) prior to the repayment in full of the Senior Notes, payments on intercompany debt in a manner similar to that described in the first paragraph above and (ii) payments on any investor debt issued by any member of the Group prior to the repayment in full of the Revolving Credit Facility, the Senior Secured Notes, and the Senior Notes unless such payment is expressly permitted by the terms of, and no payment default is continuing under, the Revolving Credit Facility, the Senior Secured Notes and the Senior Notes, no Enforcement Action (as defined below) has been taken and no payment blockage has occurred or the agent for the Revolving Credit Facility, the Senior Secured Trustee, and the Senior Trustee so agree in writing. For purposes of the Intercreditor Agreement, a "Permitted Payment" means a payment: (i) of scheduled interest (in each case whether paid in cash or kind, but excluding default interest or liquidated damages to the extent that they accrue at a rate of more than 1% per annum) on the Senior Notes, which payment is made no earlier than three business days before the date on which the relevant scheduled interest payment falls due under the terms of the Senior Notes; (ii) of amounts of principal outstanding under the Senior Notes permitted to be paid under the terms of the Revolving Credit Facility, and the Senior Secured Notes provided that no event of default is (or would be as a result of the relevant payment) outstanding under the Revolving Credit Facility and either: (x) the aggregate principal amount of Senior Secured Notes, Senior Notes and certain other indebtedness repaid, purchased, redeemed and/or acquired by an obligor or any of its subsidiaries after the date of the Intercreditor Agreement does not exceed €275.0 million; or (y) to the extent that the aggregate principal amount referred to in sub-paragraph (x) above exceeds €275.0 million, the Revolving Credit Facility is at the same time cancelled and pre-paid pro rata to the aggregate amount applied in repayment of the principal amounts of the indebtedness referred to in (x) above; (iii) of amounts payable under applicable provisions of the Senior Notes providing for gross up, tax indemnities or increased costs provided such provisions are in customary form; (iv) of fees, costs, expenses and taxes incurred in respect of the issuance and offering of the Senior Notes or in the ordinary course day-to-day administration of any such notes as provided for in the relevant indenture (but not including principal (or any premium which must be paid together with principal) or interest); (v) of the principal amount of or in respect of any Senior Notes, upon or after their originally scheduled maturity as set out in the relevant indenture; (vi) certain payments to the trustee and Security Agent; (vii) to the extent that payment is permitted by the terms of the Revolving Credit Facility, the Senior Secured Notes, and the Senior Notes; (viii) of any amount in relation to any intercompany debt, other than intercompany corporate bond loans, to the extent that such payment is made to Weather Finance III or any of its subsidiaries; (ix) of any amount under the intercompany corporate bond loans provided that, to the extent the amount is or relates to the Revolving Credit Facility, Senior Secured Notes, or Senior Notes the relevant intercompany corporate bond loans creditor is permitted under the Intercreditor Agreement to pay, and immediately pays, an equivalent amount to the lenders under the Revolving Credit Facility, a holder of Senior Secured Notes, or a holder of Senior Notes; and (x) of any other amounts consented to by, prior to the Revolving Credit Facility discharge date, the Revolving Credit Facility agent and thereafter the applicable agent or trustee.

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Payment blockage No payment of, or in respect of, any Senior Notes, or intercompany debt which is otherwise permitted by the preceding paragraphs may be made by any member of the Group or received or retained by any senior unsecured creditor (including holders of Senior Notes) or intercompany creditor if: • a payment default has occurred and is continuing under the terms of the Revolving Credit Facility or the Senior Secured

Notes; or

• an event of default is continuing under the terms of the Revolving Credit Facility or the Senior Secured Notes, in each case other than a payment default, and the Revolving Credit Facility agent or Senior Secured Trustee (as applicable) has given notice (a "Payment Blockage Notice") to each other agent and each intercompany corporate bond loans creditor specifying such event of default and suspending payments of, and intercompany debt by any member of the Group (or a specified category of those payments), from the date of such Payment Blockage Notice until the date on which that Payment Blockage Notice expires as provided in the Intercreditor Agreement.

Notwithstanding the foregoing paragraph, Weather Finance III and its subsidiaries may make certain payments, which may be received and retained by any holder of Senior Notes or any intercompany creditor, including (i) any payment to which each of the Revolving Credit Facility agent and the Senior Secured Trustee gives its consent; (ii) payments referred to in subparagraphs (9), (11)(A) to (G), (12), (15) or (but not exceeding an aggregate amount of €3.0 million) (4) of paragraph (b) of Section 4.07 (Limitation on Restricted Payments) of Schedule 13 to the Revolving Credit Facility; (iii) payments of intercompany debt, other than intercompany corporate bond loans, to any subsidiary of Weather Finance III; and (iv) any amount under the intercompany bond loans provided that the relevant intercompany corporate bond loans creditor is permitted under the Intercreditor Agreement to pay, and immediately pays, an equivalent amount to the lenders under the Revolving Credit Facility, holders of Senior Secured Notes or holders of Senior Notes (as applicable). The Intercreditor Agreement also restricts payment of, or in respect of, any investor debt owing by any member of the Group. Any Payment Blockage Notice shall expire on the earliest of: • the date on which the relevant event of default is no longer continuing and, if a notice of acceleration has been given in

respect of the relevant debt, that notice has been withdrawn;

• the date on which the representative issuing the Payment Blockage Notice cancels the payment blockage notice;

• the repayment in full of the debt under which the event of default occurred;

• except in the case of Investor Debt, the date falling 179 days after due receipt of the Payment Blockage Notice;

• except in the case of Investor Debt, if a Standstill Period (as defined in the subsection below) in respect of the debt to which the Payment Blockage Notice applies is in effect at the time of the service of the Payment Blockage Notice, the date on which that Standstill Period expires; and

• except in the case of Investor Debt, the date on which any creditor in respect of the debt to which the Payment Blockage Notice applies takes any Enforcement Action (as defined below) in relation to such debt which it is permitted to take under the Intercreditor Agreement and the relevant security documents.

Unless otherwise agreed by the Senior Trustee (i) not more than one Payment Blockage Notice may be served in respect of the Senior Notes in any period of 360 consecutive days; (ii) not more than one Payment Blockage Notice in respect of the Senior Notes may be served in respect of the same event or set of circumstances; and (iii) a Payment Blockage Notice in respect of the Senior Notes may not be served by the Revolving Credit Facility agent or the Senior Secured Trustee in reliance on a particular event of default more than 45 days after the date on which that agent has received a written notice from an obligor of the occurrence of that event of default and confirming that it is an event of default.

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Standstill on enforcement No intercompany creditor and (prior to the Secured Discharge Date) no holder of Senior Notes may (i) prior to the Secured Discharge Date, without the prior written consent of the Revolving Credit Facility agent and the Senior Secured Trustee, or (ii) after the Secured Discharge Date but prior to the Senior Unsecured Discharge Date, without the prior written consent of the Senior Trustee, take Enforcement Action (as defined below) with respect to any security granted in favor of the holders of the Senior Notes or against any member of the Group with respect to any document relating to the Senior Notes or the intercompany debt. The restrictions in the preceding paragraph will not prevent any Enforcement Action (other than the enforcement of any security) by a holder of Senior Notes only against Hellas III in respect of any Senior Notes, provided that Enforcement Action is otherwise permitted under the Senior Notes. The limitations on enforcement in the preceding paragraphs will not apply if: • an insolvency event has occurred with respect to an obligor other than as a result solely of any action taken by a junior

creditor (in which case Enforcement Action may only be taken against the person subject to that insolvency event);

• any other creditor takes Enforcement Action (including the enforcement of any transaction security) which it is entitled to take under the Intercreditor Agreement and the relevant security documents, provided that if such other creditor only demands payment under the relevant debt or puts amounts payable there under on demand, then the junior creditor may only demand payment of the debt owing to it or put amounts payable there under on demand;

• an event of default has occurred under the Senior Notes resulting from a failure to pay principal at maturity;

• an event of default has occurred under the Senior Notes (other than solely by reason of the occurrence of an event of default under any other debt which is not a payment default) and (i) each of the Revolving Credit Facility agent and the Senior Secured Trustee, has received written notice of such default from the Senior Trustee; (ii) a period of not less than 179 days has passed from the date of receipt by each of the Revolving Credit Facility agent and the Senior Secured Trustee, of the written notice referred to in the preceding subclause (i) above (a “Standstill Period”); and (iii) at the end of the relevant Standstill Period, the relevant default is continuing (in which case the Senior Trustee and the holders of the Senior Notes may take Enforcement Action); or

• the proposed Enforcement Action, prior to the later of the Secured Discharge Date and the Senior Unsecured Discharge Date, has been consented to by each of the Revolving Credit Facility agent, the Senior Secured Trustee or, after the Secured Discharge Date, the Senior Trustee.

Upon the occurrence of any of the events set out in the preceding paragraph (or as permitted by the preceding paragraphs), an agent acting on behalf of the relevant junior creditors may direct the Security Agent to commence enforcement of the security securing the relevant debt if at that time the event entitling the junior creditor to take Enforcement Action is continuing. For the purposes of the Intercreditor Agreement, "Enforcement Action" means, in relation to any debt, any action (whether taken by the relevant creditor or creditors or any agent or trustee on its or their behalf) (i) to demand payment (in respect of any amount which is repayable on demand), declare prematurely due and payable or otherwise seek to accelerate payment of or place on demand all or any part of such debt or the designation by a hedge counterparty of or deemed occurrence of an early termination date under any hedging agreement (and for the avoidance of doubt, any prepayment obligations arising under any unlawfulness or mandatory prepayment provision of the finance documents or any notice delivered pursuant thereto shall be deemed not to have arisen pursuant to a demand, declaration or acceleration or placement on demand of any debt for the purposes of this clause (i); (ii) to exercise any security right or any rights of attachment, execution, set-off or combination of accounts, other than (a) in the case of the lenders under the Revolving Credit Facility in the ordinary course of operating any ancillary facilities and (b) netting in the ordinary course of hedging, in respect of any debt due and unpaid; (iii) constituting an enforcement event or the making of any demand under any guarantee; (iv) to commence (or take any other formal steps in relation to the commencement of any) insolvency proceedings in relation to any member of the Group provided such action constitutes a default under any relevant finance documents; or (v) to commence any other legal proceedings against any member of the Group or to recover any liabilities under any finance document, provided that the following shall not constitute Enforcement Action (unless it results in an insolvency event): (a) the taking of any action (not falling within any of clauses (i) to (iv) above) necessary to preserve the validity and existence of claims, including the registration of such claims before any court or governmental authority; (b) to the extent entitled by law, the taking of action against any creditor (or any agent, trustee

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or receiver acting on behalf of such creditor) to challenge the basis on which any sale or disposal is to take place pursuant to powers granted to such persons under any security document; (c) the bringing of proceedings solely for injunctive relief to restrain any actual or putative breach of the finance documents or for specific performance not claiming damages; or (d) legal proceedings or allegations against any person in connection with violations of securities laws or securities or listing regulations or fraud. The Intercreditor Agreement also contains provisions permitting holders of the Senior Secured Notes and the Senior Notes to take a transfer of the outstanding Revolving Credit Facility (and associated hedging) in certain circumstances where there is an Event of Default outstanding under the latter facility. Enforcement of security The holders of the Senior Secured Notes and the Senior Notes may not take any Enforcement Action with respect to the transaction security pledged in favor of the Senior Secured Notes and the Senior Notes, the "transaction security". Enforcement with respect to the transaction security may only be taken by the Security Agent upon the instruction of the Revolving Credit Facility agent or the applicable trustee. The Security Agent may refrain from enforcing the transaction security unless instructed otherwise by: (i) prior to the repayment in full of the Revolving Credit Facility, the Revolving Credit Facility agent or the Senior Secured Trustee; (ii) after the repayment in full of the Revolving Credit Facility but prior to the repayment in full of the Senior Secured Notes, the Senior Secured Trustee; and (iii) after the repayment in full of the Senior Secured Notes, the Senior Trustee. The Security Agent may disregard any instructions from any other person to enforce the transaction security and may disregard any instructions to enforce any transaction security if those instructions are inconsistent with the Intercreditor Agreement. The Intercreditor Agreement also contains procedures with respect to the coordination of instructions from the Revolving Credit Facility agent and the Senior Secured Trustee with respect to enforcement of the transaction security. If the instructions given to the Security Agent by the Revolving Credit Facility agent conflict with the instructions given by the Senior Secured Trustee and such conflict is not resolved, the Security Agent will enforce the transaction security in accordance with the security enforcement principles, which provide for the maximizing, so far as is consistent with prompt and expeditious enforcement of the transaction security, the recovery of the lenders under the Revolving Credit Facility and the holders of the Senior Secured Notes. Subordination on insolvency Upon the occurrence of certain insolvency events involving an obligor under the Revolving Credit Facility or the Senior Secured Notes, the amounts under the Senior Guarantees owed by the insolvent obligor will be subordinate in right of payment to outstanding claims under the Revolving Credit Facility (including the guarantees thereof and any related ancillary facilities), hedging debt and Senior Secured Guarantees owed by such insolvent obligor. Turnover and application of recoveries The turnover provisions in the Intercreditor Agreement only apply in respect of a holder of Senior Secured Notes to the extent it receives amounts of, or in respect of, principal of the Senior Secured Notes in excess of the amounts it is permitted to receive under the Intercreditor Agreement. Subject to the preceding sentence, if: (i) any creditor other than a Revolving Credit Facility creditor, including holders of the Senior Secured Notes, and Senior Notes, receives or recovers a payment in cash or in kind (including by way of set-off or combination of accounts) of any of the debt which is prohibited by the terms of the Intercreditor Agreement; or (ii) any holder of Senior Notes or intercompany creditor or (after the Enforcement Date) holder of Senior Secured Notes receives or recovers a payment in cash or in kind from a report provider, (a "Turnover Receipt") the receiving or recovering creditor will promptly notify the Security Agent. Each creditor (other than a Revolving Credit Facility creditor), including holders of the Senior Secured Notes, and Senior Notes, will (i) hold any Turnover Receipt received or recovered by it on trust for the creditors; and (ii) upon demand by the Security Agent pay to the Security Agent for application as provided in the Intercreditor Agreement an

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amount determined by the Security Agent to be equal to the lesser of: (A) the outstanding balance of the superior debt; and (B) the amount of such Turnover Receipt, less the third-party costs and expenses (if any) (or, in the case of Senior Secured Notes, or Senior Notes received in excess of the amounts permitted to be received under clause (ii) under the heading "Permitted Payments" above, the pro rata proportion thereof) reasonably incurred by the noteholder or junior creditor concerned in receiving or recovering such Turnover Receipt. All amounts of or in respect of any Senior Notes received pursuant to any: (i) guarantee in respect of the Senior Notes given by Weather Finance III or any of its subsidiaries; and/or (ii) enforcement of any transaction security given by any member of the group in respect of the Senior Notes shall be paid directly to the Senior Trustee. The Senior Trustee shall only pay such amounts to the holders of Senior Notes if and to the extent such amounts are not required to be held on trust and turned over to the Revolving Credit Facility creditors and the holders of Senior Secured Notes pursuant to the second paragraph of this subsection. Subject to applicable law and to the rights of any person with prior security or prior claims, the proceeds of enforcement of the transaction security shall be paid to the Security Agent. The proceeds of enforcement of the transaction security, and all other amounts paid to the Security Agent under the Intercreditor Agreement, shall be applied in the following order: • first, in payment of the fees, costs, expenses and liabilities (and all interest thereon) of the Security Agent, the Revolving

Credit Facility agent and any receiver, attorney or agent appointed under the security documents or the Intercreditor Agreement and certain amounts payable to the trustees, pari passu and ratably between themselves;

• second, in payment of the balance of the costs and expenses of each agent in connection with such enforcement;

• third, in payment of the balance of the costs and expenses of each Revolving Credit Facility creditor in connection with such enforcement;

• fourth, in payment to the Revolving Credit Facility agent and the hedge counterparties for application towards the balance of the Revolving Credit Facility and the hedging obligations pari passu and ratably between such creditors;

• fifth, in payment to the Senior Secured Trustee for application towards the balance of the Senior Secured Notes;

• sixth, in payment to the Senior Trustee for application towards the balance of the Senior Notes, to the extent it is entitled under the relevant security documents to the proceeds of the enforcement;

• seventh, in payment of the intercompany debt, to the extent it is entitled under the relevant security documents to the proceeds of the enforcement; and

• eighth, in payment of the surplus (if any) to the obligors or other persons entitled to it.

Release of security and guarantees upon an enforcement action In the case of any release of any transaction security, and any obligation or liability, including under any Guarantee, in connection with a disposal being effected pursuant to an Enforcement Action (a) by the Revolving Credit Facility creditors and/or the holders of Senior Secured Notes, or (b) in circumstances were such creditors are entitled to take an Enforcement Action, at the request of the Revolving Credit Facility agent and/or the Senior Secured Trustee, such security and/or Guarantee will only be released if (i) the Revolving Credit Facility agent, the Senior Secured Trustee and the Senior Trustee confirm to the Security Agent that the release has been consented to by the lenders under the Revolving Credit Facility, holders of Senior Secured Notes, and the holders of Senior Notes under the applicable documents (to the extent such consent is required there under) or (ii) the relevant asset is disposed of and: • the proceeds of such disposal received by the Security Agent are in the form of cash (or substantially all cash);

• either (a) such disposal is made pursuant to a public auction; or (b) in connection with such disposal, an internationally recognized investment bank selected by the Security Agent has delivered an opinion to the Revolving Credit Facility agent, the Senior Secured Trustee and the Senior Trustee that the disposal price of such asset is fair from a financial point of view after taking into account all relevant circumstances (provided that no such opinion is required to be so delivered to an agent if the relevant junior debt has been repaid in full);

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• on completion of such disposal, the relevant asset and, if such asset comprises all of the shares in the capital of a member of the Group which are the subject of a transaction security in favor of the Security Agent, such member of the Group and each of its subsidiaries is simultaneously and unconditionally released from all present and future obligations and liabilities in respect of the Revolving Credit Facility and Senior Secured Notes (or each such debt is sold or otherwise disposed of by the relevant creditors to the purchaser of such member of the group) and such obligations are not assumed by the purchaser of such member of the Group or an affiliate of such purchaser; and

• the proceeds are applied in accordance with the application of recoveries provisions summarized above under the caption "—Turnover and application of recoveries."

The Senior Secured Notes The €1,125,000,000 Senior Secured Floating Rate Notes due 2012 (the "Senior Secured Notes") were issued by Hellas V pursuant to an indenture dated 7 October 2005, as supplemented by a supplemental indenture dated 31 January 2006 and as amended and restated on 18 December 2006 and on 2 March 2007, among Hellas Telecommunications (Luxembourg) V, the guarantors named therein, The Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent, The Bank of New York (Luxembourg) S.A., as Luxembourg Transfer Agent and Paying Agent and J.P. Morgan Europe Limited, as Security Agent. as supplemented by a supplemental indenture dated 13 November 2009 and a supplemental indenture dated 27 November 2009. The Senior Secured Notes are guaranteed by Weather Finance III, Hellas IV, Hellas VI and WIND Hellas on a senior basis and are secured by liens on substantially all of the assets of Weather Finance III, Hellas III, Hellas IV, Hellas V and WIND Hellas. The Senior Secured Notes mature on 15 October 2012 and bear interest at a rate per annum, reset quarterly, equal to EURIBOR plus 6.0% (effective). The Senior Notes The €355,000,000 8½% Senior Notes due 2013 (the "Senior Notes") were issued by Hellas III on 7 October 2005 pursuant to an indenture dated 7 October 2005, as supplemented by a supplemental indenture dated 31 January 2006 and as amended and restated on 18 December 2006 and on 2 March 2007, among Hellas Telecommunications (Luxembourg) III, the guarantors named therein, The Bank of New York, as Trustee, Registrar, Paying Agent and Transfer Agent, The Bank of New York (Luxembourg) S.A., as Luxembourg Transfer Agent and Paying Agent and J.P. Morgan Europe Limited, as Security Agent. as supplemented by a supplemental indenture dated 13 November 2009 and a supplemental indenture dated 27 November 2009. The Senior Notes are guaranteed by Weather Finance III, Hellas IV, Hellas VI and WIND Hellas on a senior subordinated basis and are secured by liens on the shares of WIND Hellas, all intercompany bond loans owed to Hellas III and the bank accounts of Hellas III. These liens rank junior to the liens on these assets securing the Revolving Credit Facility and the Senior Secured Notes. The Senior Notes mature on 15 October 2013 and bear interest at a fixed rate per annum of 9.50% (effective) and upon maturity, an exit fee of 2% is payable. Covenants The covenants in the Senior Secured Notes and the Senior Notes contain similar obligations and restrictions on the activities of Weather Finance III and its subsidiaries. These covenants limit, among other things, the ability of Weather Finance III and its restricted subsidiaries to: • incur or guarantee additional indebtedness;

• pay dividends or make other distributions or repurchase or redeem our stock;

• make investments or other restricted payments;

• create liens;

• enter into certain transactions with affiliates;

• enter into agreements that restrict our restricted subsidiaries' ability to pay dividends; and

• consolidate, merge or sell all or substantially all of our assets.

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Events of Default

If an event of default of the covenants and the continuance of the default, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of the parent guarantor occurs and is continuing, then the principal of and interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Further to the abovementioned covenants, the Revolving Credit Facility contains various covenants substantially similar to the covenants in the indentures governing the Senior Secured Notes and the Senior Notes. Intercompany corporate bond loans Intercompany corporate bond loans have been given from Hellas V, Hellas III and Hellas IV to WIND Hellas amounting to €1,222.25 million (Senior Secured Note), €250 million (Revolving Credit Facility) and €355 million (Senior Note) respectively. These intercompany corporate bond loans accrue interest at a rate at least equal to the interest rate payable on the RCF, the Senior Secured Notes, the Senior Notes or as the case may be, with such adjustments as may be agreed between the parties or necessary to match any additional amounts there under, or any default or special interest payable with respect to such indebtedness. The intercompany corporate bond loans will be repayable at the same time as the repayment in full or in part of the amounts due under the Senior Secured Indenture and the indenture governing the Senior Notes and the Senior Subscription Agreement (RCF) whether at maturity, on early redemption or mandatory repurchase or upon acceleration. See "—Intercreditor Agreement." The intercompany corporate bond loans from Hellas III and Hellas V to WIND Hellas are secured by substantially all of the property and assets that secure the Senior Secured Notes.

Documents

WEATHER FINANCE III S - WIND.gr ependytwn/Annual... · 2011. 5. 10. · "Cosmote" refers to Cellular Operating System of Mobile Telecommunications S.A., a subsidiary of OTE. "Hellas"