As filed with the Securities and Exchange Commission April 22, 2004.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A
                                AMENDMENT NO. 1

         [_] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                   OF THE SECURITIES EXCHANGE ACT OF 1934; or

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003

          [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                 For the transition period ________ to ________

                          Commission File No. 000-25471

                          ANTENNA TV [GRAPHIC OMITTED]
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                                 ANTENNA TV S.A.
                 (TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH)

                          PREFECTURE OF ATHENS ATTICA,
                                HELLENIC REPUBLIC
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)

                             KIFISSIAS AVENUE 10-12,
                                MAROUSSI 151 25,
                                 ATHENS, GREECE
                                + 3-0210-688-6100
     (ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
                  OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

         Securities registered or to be registered pursuant to Section 12(b) of
the Act:

                                      None

         Securities registered or to be registered pursuant to Section 12(g) of
the Act:

                                      None

         Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:

                                      None

         As March 30, 2004, the registrant had 19,849,440 shares of capital or
common stock outstanding.

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                  Yes           [X]             No      [_]

         Indicate by check mark which financial statement item the registrant
has elected to follow:

                  Item 17       [_]             Item 18 [X]


<PAGE>


EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 20-F (the "Original Form
20-F") of Antenna TV S.A. for the fiscal year ended December 31, 2003, is being
filed for the purpose of amending Item 19 of the Original Form 20-F.
Specifically, the Amended and Restated Agreement between the Company and Mr.
Minos Kyriakou relating to the Company's investment in Euroholdings Capital &
Investment Corp., which was not finalized on the filing date of the Original
Form 20-F, has been finalized and is now included as Exhibit 4.1 to the Form
20-F. Although no other changes have been made, for convenience the entire
Original Form 20-F, with the addition described above, is being filed in its
entirety as Amendment No. 1. on Form 20-F/A.

In addition, in connection with the filing of this Amendment No. 1, we are
including as exhibits certain currently dated certifications of our Principal
Executive Officer and Principal Financial Officer. This amendment does not
reflect events occurring after the filing of the Original Form 20-F or, except
as indicated, modify or update the Original Form 20-F. The filing of this
amendment shall not be deemed an admission that the Original Form 20-F included
any untrue statement of a material fact or omitted to state a material fact
necessary to make a statement not misleading.






<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Item 1.  Identity of Directors, Senior Management and Advisers.................1
Item 2.  Offer Statistics and Expected Timetable...............................1
Item 3.  Key Information.......................................................2
Item 4.  Information on the Company...........................................12
Item 5.  Operating and Financial Review and Prospects.........................41
Item 6.  Directors, Senior Management and Employees...........................58
Item 7.  Major Shareholders and Related Party Transactions....................63
Item 8.  Financial Information................................................65
Item 9.  The Listing..........................................................65
Item 10. Additional Information...............................................65
Item 11. Quantitative and Qualitative Disclosures about Market Risk...........77
Item 12. Description of Securities other than Equity Securities...............79
Item 13. Defaults, Dividends, Arrearages and Delinquencies....................79
Item 14. Material Modifications to the Right of Security Holder
         and Use of Proceeds..................................................79
Item 15. Controls and Procedures..............................................79
Item 16. Additional Disclosures...............................................80
Item 17. Financial Statements.................................................81
Item 18. Financial Statements.................................................81
Item 19. Exhibits.............................................................81


                                       (i)
<PAGE>

                           PRESENTATION OF INFORMATION

         In this annual report, unless the context otherwise requires,
"Antenna," "we," "us" and "our" refer to Antenna TV S.A. and its consolidated
subsidiaries.

         On June 25, 2003, we filed a Form 15 with the SEC to terminate the
registration of our equity and debt securities under the Exchange Act and as a
result are no longer required to file reports with the SEC under the Exchange
Act. However, because of the provisions in the indentures governing our senior
notes, we are required to voluntarily file quarterly and annual reports with the
SEC.

         We publish consolidated financial statements prepared under U.S. GAAP.
We maintain our accounting records and publish our statutory financial
statements under Greek tax and corporate regulations. We made certain
adjustments to our accounting records to prepare the financial statements and
other information in this annual report under U.S. GAAP.

         We publish our consolidated financial statements in euro. Unless we
note otherwise, all amounts in this annual report are expressed in euro. For
your convenience, unless otherwise indicated, this annual report contains
translations of euro amounts into U.S. dollars at (euro)1.00 = $1.2597. The
translation of euro amounts is based on the noon buying rate in New York City
for cable transfers as certified for customs purposes by the Federal Reserve
Bank of New York for euro of (euro)0.7938 = $1.00. See "Exchange Rate
Information" for historical information about exchange rates. You should not
construe these translations as representations that the amounts referred to
actually represent translated amounts or that you could convert these amounts
into the translated currency at the rates indicated.

     Except where we otherwise attribute market or market share data to another
source, all market and market share data included in this annual report are our
own estimates. These estimates are based upon our experience in the media
industry and our familiarity with the relevant Greek markets. While we believe
these estimates to be reliable, we have not verified them with independent
sources.


                                      (ii)
<PAGE>


                           FORWARD-LOOKING STATEMENTS

         The following cautionary statements identify important factors that
could cause our actual results to differ materially from those projected in the
forward-looking statements made in this annual report. Any statements about our
expectations, beliefs, plans, objectives, assumptions or future events or
performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as "will likely result," "are expected to," "will continue," "believe," "is
anticipated," "estimated," "intends," "expects," "plans," "seek," "projection"
and "outlook." These statements involve estimates, assumptions and
uncertainties, which could cause actual results to differ materially from those
expressed in these statements. Any forward-looking statements are qualified in
their entirety by reference to the factors discussed throughout this annual
report. Among the key factors that have a direct bearing on our results of
operations are:

         o        changes in economic cycles and general uncertainty related to
                  possible terrorist attacks, and the impact on advertising
                  expenditures;

         o        our ability to successfully implement our growth and operating
                  strategies;

         o        competition from other broadcast companies, media and new
                  technologies;

         o        fluctuation of exchange rates; and

         o        changes in the law and government regulations.

These and other factors are discussed under "Item 3. -- Key Information -- Risk
Factors," "Item 5. -- Operating and Financial Review and Prospects" and
elsewhere in this annual report.

         Because the risk factors referred to in this annual report could cause
actual results or outcomes to differ materially from those expressed in any
forward-looking statements made in this annual report by us or on our behalf,
you should not place undue reliance on any of these forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which it is
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the statement is made or
to reflect the occurrence of unanticipated events. New factors will emerge in
the future, and it is not possible for us to predict which factors they will be.
In addition, we cannot assess the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those described in any forward-looking statements.


                                      (iii)
<PAGE>


ITEM 1.           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         Not applicable.

ITEM 2.           OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable.


                                        1
<PAGE>

ITEM 3.           KEY INFORMATION


A.       SELECTED HISTORICAL FINANCIAL DATA

         You should read the following selected consolidated financial data
together with our consolidated financial statements, the notes to those
financial statements and the information under "Item 5. -- Operating and
Financial Review and Prospects." The selected consolidated financial data as of
and for the years ended December 31, 1999, 2000, 2001, 2002 and 2003 are derived
from our audited financial statements. The financial statements as of December
31, 2002 and 2003 and the fiscal years ended December 31, 2001, 2002 and 2003
are included elsewhere in this annual report and have been audited by KPMG
Kyriacou Certified Auditors SA, independent auditors.

<TABLE>
<CAPTION>
                                                             FISCAL YEAR ENDED DECEMBER 31,
                                                             ------------------------------
                                                1999        2000       2001        2002        2003       2003
                                                ----        ----       ----        ----        ----       ----
                                              ((EURO))    ((EURO))   ((EURO))    ((EURO))    ((EURO))      ($)
                                                          (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                            <C>         <C>        <C>         <C>         <C>        <C>
STATEMENT OF OPERATIONS DATA
Advertising revenue.................           103.08      116.19     113.54      122.41      127.91     161.13
Related party revenue...............             5.89        4.85       5.79        5.70        5.49       6.92
Publication revenue.................             5.30       22.61      20.40       19.35       23.38      29.46
Other revenue.......................             2.47       18.53      18.36       21.38       23.63      29.76
                                               ------      ------     ------      ------      ------     ------
Total net revenue...................           116.74      162.18     158.09      168.84      180.41     227.27
                                               ======      ======     ======      ======      ======     ======

Cost of sales.......................            23.41       47.70      63.30       69.99       71.61      90.21
Selling, general and administrative
     expenses.......................            14.03       21.12      27.99       30.79       35.99      45.33
Amortization of programming costs...            35.50       39.83      43.75       47.44       52.02      65.54
Depreciation and amortization.......             2.50        4.16       7.74        8.40        6.79       8.55
                                               ------      ------     ------      ------      ------     ------
Operating income....................            41.30       49.37      15.31       12.22       14.00      17.64
Interest (expense), net.............            (7.92)      (9.70)    (18.64)     (22.28)     (20.64)    (26.01)
Foreign exchange (losses) gains, net            (5.79)      (8.76)     (5.04)      10.16        9.36      11.79
Equity in net income (loss) of
     unconsolidated affiliate.......             0.07        0.01      (0.01)         --          --         --
Related party commission income.....             1.27        0.14         --          --          --         --
Other income (expense), net(1) .....             4.49       (0.67)    (37.37)      (2.17)      (0.94)     (1.18)
Minority interest in (profit) loss
     of consolidated subsidiaries...            (0.17)      (0.25)      1.42        0.67       (0.01)     (0.01)
                                               ------      ------     ------      ------      ------     ------
Earnings (loss) before income taxes.            33.25       30.14    (44.33)      (1.40)        1.77       2.23
(Provision) benefit for income
     taxes(2) ......................           (13.41)      (9.08)     13.96       (0.86)      (1.62)     (2.04)
                                               ------      ------     ------      ------      ------     ------
Earnings (loss) before change in
     accounting principle...........            19.84       21.06     (30.37)      (2.26)       0.15       0.19
                                               ------      ------     ------      ------      ------     ------
Cumulative effect of a change in
     accounting principle (net of income
     taxes of(euro)0.3 and(euro)1)
     (3) ...........................               --          --      (0.58)      (0.95)         --         --
                                               ======      ======     ======      ======      ======     ======
Net income (loss) ..................            19.84       21.06     (30.95)      (3.21)       0.15       0.19
                                               ======      ======     ======      ======      ======     ======
Basic and diluted earnings (loss)
     per share before cumulative
     effect of the change in
     accounting principle...........              1.0         1.1      (1.5)       (0.2)          --         --
                                               ======      ======     ======      ======      ======     ======
Basic and diluted earnings (loss)
     per share of change in
     accounting principles..........               --          --         --          --          --         --
                                               ======      ======     ======      ======      ======     ======
Basic and diluted earnings (loss) per
     share............................            1.0         1.1       (1.5)       (0.2)         --         --
                                               ======      ======     ======      ======      ======     ======
</TABLE>


                                        2
<PAGE>

<TABLE>
<CAPTION>
                                                             FISCAL YEAR ENDED DECEMBER 31,
                                                             ------------------------------
                                                1999        2000       2001        2002        2003       2003
                                                ----        ----       ----        ----        ----       ----
                                              ((EURO))    ((EURO))   ((EURO))    ((EURO))    ((EURO))      ($)
                                                          (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                            <C>         <C>        <C>         <C>         <C>        <C>
BALANCE SHEET DATA (AT PERIOD END)

Total assets........................            268.9       279.6      397.0       392.5       369.1      465.0

Net assets..........................             75.0        75.9       65.1        61.8        61.7       77.7

Share capital.......................              5.8         5.8        5.8         5.8         5.8        7.3

Long-term obligations (4) ..........            109.1        97.5      239.0       214.7       194.9      245.5

Total debt(5) ......................            119.9       137.5      258.0       233.9       214.4      270.1

Shareholders' equity................             75.0        75.9       65.1        61.8        61.7       77.7


OTHER DATA

Net cash provided by (used in)
     operating activities...........             12.7      (13.7)     (12.2)        10.8        17.7       22.3

Net cash (used in) investing
     activities.....................           (35.3)      (72.3)     (23.8)       (4.6)       (7.0)      (8.8)

Net cash provided by (used in)
     financing activities...........             67.7         8.7      111.0       (8.3)       (8.0)     (10.1)

Cash dividends per share............               --          --         --          --          --         --
</TABLE>
------------------------
(1)  Other income in 1999 resulted principally from the sale of marketable
     securities and other expenses related to start up costs related to
     direct-to-home television. Included in other income (expense) in 2001 is
     the write-down of the marketable equity securities representing an
     other-than-temporary loss amounting to (euro)37.39 million. In 2002 other
     (expense), net represents the other-than-temporary loss of (euro)4.8
     milliON OF marketable equity securities offset by the gain relating to the
     early extinguishments of the Senior Notes of (euro)2.5 million (see note 24
     of the notes to the financial statements).
(2)  During 2000, the conditions of SFAS 63 were satisfied with respect to
     certain license and distribution fees (as cash collections were received)
     and the valuation allowance established on the deferred tax asset relating
     to such fees was reversed.
(3)  During the first quarter of 2001, we adopted AICPA Statement of Position
     00-2 "Accounting by Producers or Distributors of Films". It requires
     advertising costs for television production to be expensed as incurred. It
     also requires certain indirect overhead costs to be charged directly to
     expense instead of being capitalized to film costs and all film costs to be
     classified on the balance sheet as non-current assets. We recorded a
     one-time after tax charge for the initial adoption of the standard of
     (euro)0.6 million. On January 1, 2002 we adopted FASB Statement 141
     "Business Combinations" and Statement 142 "Goodwill and Other Intangible
     Assets". It requires that goodwill and intangible assets with indefinite
     lives no longer be amortized, but tested for impairment annually. It also
     requires that intangible assets with definite lives be amortized over their
     respective estimated useful lives to their estimated residual value and
     reviewed for impairment.
(4)  Long-term obligations include our senior notes due 2007 and our senior
     notes due 2008, long-term indebtedness and long-term obligations under
     capital leases.
(5)  Total debt includes bank overdrafts and short-term borrowings, long-term
     indebtedness (including the current portion thereof) and long-term
     obligations under capital leases (including the current portion thereof).

EXCHANGE RATE INFORMATION

         The table below presents the noon buying rates in the City of New York
for cable transfers for the drachmae, restated in euro for all periods prior to
January 1, 2001, and for all subsequent periods, the noon buying rates for the
euro. For calculation of the euro amounts for all periods prior to December 31,
2000, we have stated the applicable noon buying rate for drachma at the official
fixed conversion rate of GRD 340.75 per (euro)1.00. This restatement matches the
restatement into euro of our consolidated financial statements, which for all
periods prior to January 1, 2001 were prepared in drachma and the drachma
amounts were restated into euro amounts.


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                                    YEAR ENDED DECEMBER 31,
                                                    -----------------------
                                         1999      2000      2001      2002      2003
                                         ----      ----      ----      ----      ----
<S>                                     <C>       <C>       <C>       <C>       <C>
 Euro per U.S. Dollar
      High                              0.9483    0.9623    1.1946    0.9537    0.7938
      Low                               0.8117    0.8283    1.0488    1.1636    0.9652
      Average (1)                       0.8678    0.9052    1.1224    1.0581    0.8833
      Rate at end of period             0.8214    0.9623    1.1234    0.9537    0.7938
</TABLE>
(1)  The average of the noon buying rate on the last business day of each month
     during the applicable period.


         On March 30, 2004, the noon buying rate in the City of New York between
the Euro and the U.S. dollar as certified by the Federal Reserve Bank of New
York, expressed in dollars per euro was (euro)1.00 equals $1.2202.

B.       CAPITALIZATION AND INDEBTEDNESS

         Not applicable.

C.       REASONS FOR THE OFFER AND USE OF PROCEEDS

         Not applicable.

D.       RISK FACTORS

         RISKS RELATING TO OUR OPERATIONS

OUR OPERATING RESULTS WILL DEPEND ON THE PREVAILING ECONOMIC CONDITIONS IN
GREECE, INCLUDING THE RATE OF INFLATION

         We generate a significant portion of our revenues from the sale of
advertising airtime. Historically, advertising in most forms of media, including
television, has been correlated to general economic conditions. Since almost all
of our business is conducted in Greece, our operating results will depend to a
certain extent on the prevailing economic conditions in Greece. In the past, the
advertising market has shown above average growth as compared to growth in
Greece's gross domestic product. Although we believe that advertising
expenditures will grow over the medium to long-term, we cannot assure you that
the Greek advertising market will grow at historical levels.

For a discussion of the impact of inflation on our business, see "Item
5.--Operating and Financial Review and Prospects--Inflation."



WE ARE SUBJECT TO FACTORS SPECIFIC TO THE TELEVISION AND RADIO BROADCASTING
INDUSTRY THAT COULD IMPACT OUR RESULTS

         The following factors, specific to the broadcast industry, may affect
our profitability:

         o        changes in audience tastes;

         o        changes in priorities of advertisers;

         o        new laws or governmental regulations and policies affecting
                  broadcasters;

         o        changes in the tax laws affecting advertisers; and

         o        technological advances.


                                        4
<PAGE>

We cannot predict which, if any, of these or other factors might have a
significant impact on the television and radio broadcast industry in Greece in
the future, nor can we predict what impact, if any, the occurrence of any of
these factors or other developments might have on our business.


THERE IS INTENSE COMPETITION IN THE GREEK MEDIA SECTORS IN WHICH WE OPERATE,
WHICH WE EXPECT TO CONTINUE

         We:

         o        compete for revenue, viewers and programming primarily with
                  other private television networks, government owned and
                  operated television stations, an analog and digital
                  subscription television operator, and with other radio
                  stations;

         o        also compete for revenue with other advertising media, such as
                  newspapers and outdoor advertising;

         o        expect to compete in the future with other distribution
                  channels for television programming such as cable; and

         o        compete with alternative sources of entertainment that reduce
                  the number of people watching television, listening to radio
                  or reading magazines.

For a further discussion of our competitive position, see "Item 4. --
Information on the Company --Competition."

PRE-EMPTIONS OF, OR OTHER INTERRUPTIONS TO, REGULARLY SCHEDULED PROGRAMMING
COULD ADVERSELY IMPACT OUR REVENUES FROM ADVERTISING

         The war in Iraq caused us to pre-empt regularly scheduled programming
in the last month of the first quarter of 2003 and resulted in a loss of revenue
in the first quarter of 2003. Further acts of terrorism may negatively affect
the advertising market, which could cause our advertising revenues to decline
due to advertising cancellations, delays or defaults in payment for advertising
time, and other factors. As Athens will be the site of the 2004 summer Olympic
games, there will be heightened concern with security, which could result in
programming interruptions. We also expect to shift regularly scheduled
programming for the games themselves, which may have a negative impact on
advertising revenue.

CURRENT AND FUTURE TECHNOLOGICAL DEVELOPMENTS WILL AFFECT COMPETITION WITHIN THE
TELEVISION INDUSTRY

         Further advances in technology such as video compression, which would
permit the same broadcast or cable channel or satellite transponder to carry
multiple video and data services, and programming delivered through telephone
lines or direct broadcast satellites, could result in lower entry barriers for
new channels and an expanded field of competing services. In addition, the
introduction of digital television, which can be transmitted by satellite, cable
or a terrestrial network, could result in new competitors, particularly cable
and satellite operators, for our current operations as well as those of NetMed
N.V., the digital satellite television venture in which we have invested.
Potential competitors may have substantially greater financial, marketing and
other resources, and we cannot assure you that we will be able to compete
effectively against our existing or future competitors. For a further discussion
of our competitive position, see "Item 4. -- Information on the
Company--Investment in New Media" and "--Competition."

SEASONALITY OF ADVERTISING EXPENDITURES COULD IMPACT OUR BUSINESS

         Our revenue reflects seasonal patterns of advertising expenditures,
which is common in the broadcast industry. Advertising revenue, which in 2003
represented 70.9% of total net revenue, is usually lowest in


                                        5
<PAGE>

the third quarter and highest in the second and fourth quarter. During 2003,
21.5% of our television advertising revenue was generated in the first quarter,
35.9% was generated in the second quarter, 14.2% was generated in the third
quarter and 28.4% in the fourth quarter. Consequently, our business depends
substantially on advertising revenue generated in the first, second and fourth
quarters which represented 85.8% of our total television advertising revenue in
2003. Unsatisfactory revenue during these periods, particularly the second and
fourth quarter, could harm our business. For a further discussion of our
advertising revenues, see "Item 5.-- Operating and Financial Review and
Prospects" and "Item 4. -- Information on the Company--Television
Advertising--General."

OUR SUCCESS IN ATTRACTING VIEWERS, LISTENERS AND READERS WILL HAVE AN EFFECT ON
OUR BUSINESS

         Our ability to attract advertisers and generate revenue and profits is
dependent in large part on our success in attracting viewers, listeners and
readers through the programming we broadcast and the magazines we publish.
Although we make significant investments in programming and in our magazines, we
cannot assure you that our programming will maintain satisfactory viewership or
listenership levels, or that our magazines will maintain satisfactory readership
levels, in the future.

COSTS OF PRODUCING AND ACQUIRING TELEVISION PROGRAMMING AND THE TIMING OF SUCH
EXPENDITURES MAY CAUSE OUR OPERATING RESULTS AND CASH FLOW TO VARY WIDELY

         Our most significant operating costs are the costs of television
programming, including studio rental, payroll and program rights, whether it is
programming we produced or programming produced by third parties. We cannot
assure you that we will be able to contain the costs of producing programs or
the costs of acquiring exhibition rights. As a result, our costs of programming
production and programming acquisition may increase at a faster rate than our
advertising revenue, and the timing of such expenditures may cause our operating
results and cash flow to vary widely. In acquiring programming from third
parties, we compete against other broadcasters, typically on the basis of price.
To produce programming, we rely on our personnel and we compete with other Greek
broadcasters and independent production companies to attract and retain
qualified personnel.

BECAUSE OF THE ACCOUNTING POLICIES WE FOLLOW, THE PROGRAMMING COSTS AMORTIZED
MAY VARY AND WE COULD UNDERESTIMATE OUR REPORTING OF COSTS

         We follow AICPA statement of position No. 00-2, accounting by producers
or distributors of films (SOP 00-2), which requires advertising costs for
television products to be expensed as incurred, certain indirect overhead costs
to be charged directly to expense instead of being capitalized to film costs,
and all film costs to be classified on the balance sheet as non-current assets.
Under SOP 00-2 estimated total production costs or accrued expenses for an
individual program or series are amortized in the same ratio that current period
actual revenue bears to estimated remaining unrecognized ultimate revenue as of
the beginning of the current fiscal year. Amortization of capitalized film
(program) costs generated and accrual (expensing) of participation costs
commences when a film (program) is released and it begins to recognize revenue
from that film (program). Ultimate revenue includes estimates of revenue
expected to be generated from the exploitation, exhibition and sale of a film
(program) over a period not exceeding ten years from the date of delivery of the
first episode or, if still in production, five years from the date of delivery
of the most recent episode. Typically, the majority of the revenue is earned in
the initial few years following the release with declining residual revenues
earned in subsequent periods. Estimates of future revenues are reviewed
periodically and could be revised. To the extent such estimates are revised the
amortization of programming costs is adjusted accordingly. Such adjustments
could have a material adverse effect on our financial condition and results of
operation.


                                        6
<PAGE>

WE ARE DEPENDENT ON A NUMBER OF KEY PERSONNEL AND CREATIVE TALENT

         Our performance depends largely on the efforts and abilities of senior
management and other personnel, including our present officers. Our performance
also depends on our ability to identify, attract and retain talent such as
actors and directors. We also must be able to identify, attract and retain
journalists, some of whom must work under life-threatening situations. The loss
of the services of, or injury to, some of these individuals may harm our
business. We generally have employment agreements with terms of three to five
years with our key personnel, which contain non-competition provisions. We do
not maintain key man life insurance policies on any of our personnel. For a
further discussion of our talent and key personnel, see "Item 6.--Directors,
Senior Management and Employees" and "Item 4.--Information on the
Company--Business--Programming--Programming Produced by Antenna."

EXCHANGE RATE FLUCTUATIONS IMPACT OUR RESULTS

         We generate a significant proportion of our revenue in euro. Our 9%
senior notes due 2007 are denominated, and we are required to make all principal
and interest payments, in U.S. dollars. Consequently, we are subject to
significant foreign exchange risks. We have in the past, and may from time to
time in the future, hedge elements of our currency exposure through use of
derivative instruments such as forward exchange agreements and currency options.
We have experienced net foreign exchange losses in the past and could experience
them in the future if foreign exchange rates shift in excess of the risk covered
by our hedging arrangements. For a discussion on the impact of changes in
foreign exchange rates on our business, see "Item 5.--Operating and Financial
Review and Prospects--Quantitative and Qualitative Disclosures About Market
Risk."

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE

         As we continue to develop and expand our business, we may require
additional capital to fund our capital expenditures, potential acquisitions,
research and development and working capital needs, as well as our debt service
requirements and cash flow deficits. In addition, we continually reevaluate our
business plan in our rapidly changing industry. Our business plan may change in
material respects in the intermediate term. Any such change could result in
unforeseen needs for additional financing. Our revenues and costs are dependent
on factors that are largely beyond our control, such as changes in technology,
increased competition, regulatory developments, fluctuation in interest or
currency exchange rates and various other factors. Due to the uncertainty of
these factors, our actual revenues and costs may vary significantly from our
forecasts. Any such significant variation will affect our future capital
requirements. In addition, as a result of our delisting, we currently have no
access to the equity capital markets. Also, due to the downgrade of our senior
notes in March 2003, it may be more difficult for us to issue debt securities in
the future.

RISKS RELATING TO DIGITAL SATELLITE TELEVISION AND THE INTERNET

AS WE EXPAND OUR NEW MEDIA OPERATIONS, WE ARE FACED WITH OPERATIONAL CHALLENGES

         We expect to expand our use of digital satellite television and the
Internet as distribution channels for our programming and publishing content.
Until recently, we have generally had no prior history of operations in these
media. Further expansion of our existing broadcast operations into such new
media could:

         o        divert the use of our resources and systems;

         o        require additional resources that might not be available;


                                        7
<PAGE>


         o        result in new or more intense competition;

         o        require different marketing strategies or greater start-up
                  expenditures than anticipated; or

         o        otherwise fail to achieve anticipated results in a timely
                  fashion, if at all.

We cannot assure you that we will be able to further expand our existing
business into, or compete successfully in, any new media sector. Our ability to
successfully manage our further expansion into new media will require continued
enhancement of our operational, management and financial resources and controls.
Our failure to manage effectively the expansion of our new media ventures could
adversely harm our business.

THE DIGITAL SATELLITE TELEVISION SECTOR IN GREECE IS STILL RELATIVELY NEW

         Potential demand for direct broadcast via satellite, and the degree to
which any platform's service will meet that demand, cannot be estimated with
certainty. Consequently, we cannot assure you that the NetMed platform, the
digital satellite television platform in which we have invested, will achieve
market acceptance or that there will be sufficient demand for direct broadcast
satellite services to enable the NetMed platform to achieve significant
revenues, cash flow or profits. Numerous factors beyond our control will affect
the NetMed platform's ability to gain market acceptance. These include:

         o        general economic conditions;

         o        the willingness of consumers to pay subscription fees to
                  obtain digital broadcasts;

         o        the cost, availability and consumer acceptance of the receiver
                  systems;

         o        the marketing and pricing strategies of competitors;

         o        programming and content provided by our competitors; and

         o        the development of alternative technologies or services.

         Further, if the satellite receiver technology of the NetMed platform's
competitors becomes commonly accepted as the standard for satellite receivers in
Greece, the NetMed platform would be at a significant technological
disadvantage.

WE HAVE ENTERED THE DIGITAL SATELLITE TELEVISION MARKET WITH OTHER PARTNERS AND
DO NOT HOLD A CONTROLLING INTEREST

         We currently have a 4.18% interest in NetMed N.V., the pay television
platform of MIH Limited in Greece and Cyprus. We do not hold a controlling
interest in NetMed. We do not have the ability to control the management of that
venture or to unilaterally implement strategies we deem necessary or desirable
to achieve satisfactory operating or financial results. We do not exercise
operational control over the venture and we cannot assure you that we are able
to influence the strategic direction of the venture. Thus far, we have entered
into one agreement with NetMed for the provision of a 12-hour television
channel, Antenna Gold. We cannot assure you that NetMed will operate in a manner
consistent with our interests, including the purchase and distribution of
programming from our library.

IMPACT OF REGULATION

WE ARE SUBJECT TO EXTENSIVE REGULATION

         Extensive Greek government and EU regulations govern broadcast
operations in Greece. These regulations address numerous matters, including:


                                        8
<PAGE>

         o        the issuance, renewal, transfer and ownership of station
                  licenses;

         o        the timing and content of programming;

         o        the timing, content and amount of commercial advertising
                  permitted; and

         o        the percentages of programming to be produced or originated in
                  local markets.


THE REGULATORY REGIME FOR BROADCASTERS IN GREECE HAS YET TO BE FORMALIZED

         Since private commercial television stations began operating in Greece
in 1989, various governmental actions and pronouncements, short of the outright
grant of licenses, have been taken or made. Most recently, in 2003, an amendment
to the Greek Constitution transferred the responsibility for granting and
renewing broadcasting licenses to a different administrative body. We were
required, and did timely file, a licensing application with that body, in late
2003, based on procedures outlined in a September Presidential decree and
implementing proclamation. We believe that:

         o        we have all approvals necessary for our current operations;

         o        we satisfy all requirements for the continuing renewal of our
                  approvals; and

         o        we are in compliance in all material respects with all
                  applicable laws, rules and regulations governing our
                  operations.

However, we cannot assure you that more restrictive laws, rules or regulations
will not be adopted in the future, or that the interpretation or policy
concerning enforcement of existing laws, rules or regulations will not shift in
such a manner that could make compliance more difficult or expensive or
otherwise adversely affect our business or prospects. For a further discussion
concerning the regulatory framework in the television and radio broadcast
industries, see "Item 4.--Information on the Company--Business--Regulation."

RISKS RELATING TO OUR INDEBTEDNESS

OUR INDEBTEDNESS IMPOSES LIMITATIONS ON OUR OPERATIONS

         At December 31, 2003, we had outstanding total debt of approximately
(euro)214.4 million and total shareholders' equity of approximately (euro)61.7
million. Our large amount of debt and our obligations to make principal and
interest payments on our senior notes, our other indebtedness and any additional
indebtedness, could have important consequences, including:

         o        we may have more debt than our competitors, which could put us
                  at a competitive disadvantage;

         o        our debt levels may reduce our flexibility in responding to
                  changing economic and industry conditions;

         o        our debt levels may make us more vulnerable to general
                  economic and industry specific downturns; and

         o        our debt levels may limit our ability to pursue business
                  opportunities, to borrow more money for operations,
                  development of programming, or capital expenditures in the
                  future, to compete effectively in our industry and to
                  implement our business strategy.

Any inability to repay our debt or obtain additional financing, as needed, could
harm our business.


                                        9
<PAGE>

THE INDENTURES RELATING TO OUR SENIOR NOTES CONTAIN A NUMBER OF SIGNIFICANT
COVENANTS

         The restrictions contained in the indentures relating to our senior
notes limit our ability to, among other things:

         o        incur more debt;

         o        create liens;

         o        pay dividends and make distributions or repurchase stock;

         o        make investments;

         o        sell assets;

         o        enter into new businesses;

         o        enter into sale-leaseback transactions;

         o        merge or consolidate or transfer and sell substantially all of
                  our assets; and

         o        engage in transactions with affiliates.

These restrictions may adversely affect our ability to finance our future
operations or capital needs, or to engage in other business activities that may
be in our interest.

OUR OPERATIONS MAY BE IMPACTED IF CASH FLOW IS INSUFFICIENT TO REPAY OUR
INDEBTEDNESS

         Our ability to pay interest on our senior notes and to satisfy our
other debt obligations depends on our future operating performance, which will
be affected by prevailing economic conditions and financial, business and other
factors, many of which are beyond our control. If our cash flow and capital
resources are insufficient to repay our indebtedness, we may need to reduce or
delay capital expenditures or programming expenditures, sell assets, obtain
additional equity capital or restructure our indebtedness. We cannot assure you
that our cash flow and capital resources will be sufficient for payment of our
indebtedness in the future. In the absence of sufficient operating results and
resources, we could face substantial liquidity problems and might be required to
dispose of material assets or operations to repay our indebtedness, and we
cannot assure you of the timeliness of any sales or the proceeds which we could
realize from any sales. See "Item 5.--Operating and Financial Review and
Prospects--Liquidity and Capital Resources."

IF WE COMPLY WITH THE REQUIREMENT UNDER GREEK CORPORATE LAW THAT WE PAY AN
ANNUAL DIVIDEND WE MAY BE IN DEFAULT UNDER THE INDENTURE GOVERNING OUR SENIOR
NOTES DUE 2007

         Greek corporate law requires that we pay an aggregate annual dividend
equal to the greater of 6% of our paid in share capital or 35% of our net
profits for the previous financial year. All such amounts are based on our Greek
GAAP financial statements approved by our shareholders. The indenture governing
our senior notes due 2007 restricts our ability to pay dividends to amounts tied
to our net income or to proceeds of equity issuances, in either case, as
measured under U.S. GAAP. As a result, we might be required under Greek
corporate law to pay dividends even though under U.S. GAAP we do not have
sufficient funds from which such dividends can be paid under the indenture. Were
this to occur, we would either need to obtain a waiver of the required dividends
(which would require the unanimous approval of our shareholders) or default
under the indenture governing our senior notes due 2007. Any default under the
indenture governing our senior notes due 2007 could harm our business.


                                       10
<PAGE>

RISKS RELATED TO THE OWNERSHIP OF OUR SHARES

THERE IS NO PUBLIC MARKET FOR OUR SHARES

         On June 25, 2003, our ADSs were delisted from Nasdaq and on September
24, 2003 our Depositary Receipt Program was terminated. Also on June 25, 2003,
we filed a Form 15 with the SEC to terminate the registration of our equity and
debt securities under the Exchange Act.

         As a result of the termination of the Depositary Program, former
holders of ADSs are entitled to receive ordinary shares (one half of one
ordinary share per ADS). The ordinary shares are not listed on any securities
exchange, and there are transfer procedures under Greek corporate law, Greek tax
law and the Greek media law that restrict the ability to transfer ordinary
shares. The ordinary shares are subject to ownership restrictions provided for
in the Greek media law. See "- Ownership of our shares may be subject to certain
restrictions under the Greek Media Law" below.

OUR SHARE OWNERSHIP IS HIGHLY CONCENTRATED AND, AS A RESULT, OUR PRINCIPAL
SHAREHOLDERS CONTROL OUR BUSINESS

         Four shareholders, including our founder and three shareholders
controlled by members of his family, collectively own 98.5% of our ordinary
shares and control our Board of Directors and all shareholders' decisions and
determine our policies, business and affairs and the outcome of any corporate
transaction or other matter, including mergers, consolidations and the sale of
all or substantially all of our assets.

         In addition, the concentration of our ownership may have the effect of
delaying, deterring or preventing a change in control. Under the indentures
relating to our senior notes, upon a change of control, as defined in the
indentures, each holder of senior notes has the right to require that we
purchase its senior notes at a price equal to 101% of the principal amount of
our senior notes, plus accrued and unpaid interest, if any, to the date of
purchase.

OWNERSHIP OF OUR SHARES MAY BE SUBJECT TO CERTAIN RESTRICTIONS UNDER THE GREEK
MEDIA LAW

         The Media Law imposes restrictions on ownership of the share capital of
a licensed broadcaster, including ourselves:

         o        non-EU investors in aggregate are not allowed to own more than
                  25% of the voting shares of a licensed broadcaster;

         o        no shareholder of a licensed broadcaster, irrespective of
                  nationality, may hold more than 25% of the share capital of
                  that broadcaster;

         o        no shareholder of a licensed free-to-air broadcaster can
                  invest in, or serve as a director or officer of, any other
                  free-to-air television broadcaster;

         o        no shareholder of a licensed broadcaster can invest in, or
                  serve as a director or officer of, more than two types of
                  media enterprises. Media enterprises mean:

         o        television broadcasters of any kind;

         o        radio broadcasters of any kind; and

         o        daily press publishers (excluding magazines); and

         o        shares of a licensed broadcaster held by corporations must
                  also be registered in the name of the natural persons who are
                  shareholders of those corporations. However, this requirement
                  will not apply to shares held by open-ended mutual funds
                  qualifying as Undertakings for Collective


                                       11
<PAGE>

                  Investments in Transferable Securities (or UCITS) under EU
                  Directive 85/611/EEC, provided no single UCITS holds more than
                  2.5% of our share capital and UCITSs, in aggregate hold not
                  more than 10% of our share capital.

If a shareholder's holdings exceed any of these thresholds, the Media Law
provides that such shareholder will not be able to exercise voting rights or
receive dividends or other distributions, which are attributable to any shares
acquired which exceed such thresholds.

ITEM 4.           INFORMATION ON THE COMPANY

                                    BUSINESS

A.       HISTORY AND DEVELOPMENT OF THE COMPANY

         Our legal name is Antenna TV societe anonyme. Our commercial name is
Antenna TV. Our principal corporate offices are located at Kifissias Avenue
10-12, Maroussi 151 25, Athens, Greece and our telephone number is
+30-210-688-6100. We were incorporated in 1989 under the laws of the Republic of
Greece. Our Website is www.antenna.gr. Information on our Website is not
incorporated by reference in this annual report.

         We are a leading media group in Greece. We own and operate Antenna TV,
which is a leading television broadcast network and producer of television
programming in Greece. We also own and operate a leading radio station, Antenna
FM, and have a controlling interest in a publishing company, Daphne
Communications. We intend to continue to take advantage of opportunities for
cross-promotion and synergies across our media group, as well as through
cooperative relationships with third parties. For example, we have a cooperation
agreement with another Greek television broadcaster with a nationwide license,
Makedonia TV, and a consulting agreement with another Greek radio station,
Rythmos FM. In addition, we hold a 4.18% interest in NetMed N.V., the pay
television platform of MIH Limited in Greece and Cyprus. Our target in respect
of our investment in, and relationship with, NetMed is to become a primary pay
television provider for the NetMed platform.

         Antenna TV was founded by Mr. Minos Kyriakou, our current Chairman, and
began operating in December 1989 shortly after the introduction of private
commercial television in Greece. Among Greek television networks, Antenna has
the leading position in terms of overall ratings and overall audience share and,
we believe, the leading share of television advertising revenue. Our position
has been achieved through emphasizing quality and innovative programming that
appeals to a variety of audience segments representing a broad cross-section of
the Greek population. Our network, as well as our programming, benefits from
strong brand recognition. Antenna TV:

         o        operates 24 hours a day, seven days a week through a network
                  of approximately 450 transmission towers and relay stations
                  located throughout Greece; and

         o        provides television broadcasting services that reach over 99%
                  of Greece's 3.7 million television households giving us access
                  to an audience of approximately 11 million people.

         We have positioned ourselves as a provider of high quality innovative
television programs and as the authoritative voice in Greece for news and
current affairs programs. We produce a significant proportion of our own
programming. For example, we are the only Greek network to consistently produce
two of our own daily soap operas, which are among the most popular television
programs in Greece. This enables us to respond effectively to the viewing tastes
of our target audiences and to control costs through test marketing pilot
programs. This strategy is designed to maximize audience share and ratings. In
2003, based on hours of broadcast, we produced approximately:

         o        70 % of our weekly, prime time programming (9:00 p.m.-11:00
                  p.m.); and


                                       12
<PAGE>

         o        77 % of programming aired between 7:00 a.m. and 1:00 a.m.

We acquired the balance of our programming from a variety of suppliers,
principally U.S. studios and programming distributors. We are a principal
contributor from Greece to foreign news services for news relating to Greece, a
regular contributor to CNN's Sunday World Report and a contributor of news feeds
to a number of networks relating to certain areas outside of Greece, such as the
Balkan countries.

         During 1999, as part of our strategy of expanding into media-related
businesses, we acquired Antenna FM and a controlling interest in Daphne
Communications. In February 2000, we entered into a cooperation agreement with
Makedonia TV, one of the other six Greek commercial TV broadcasters with a
nationwide license, under which we advise on staffing, scheduling, broadcasting
and advertising sales. We also acquired an option to acquire a 51% interest in
Makedonia TV, when and if such acquisition is allowed under applicable law (see
"-B. Business Overview-Distribution of Programing"). In August 2000, we acquired
interests in Bulgarian media businesses, including a leading private television
network in Bulgaria and a radio station. Also in August 2000, we entered into a
consulting agreement with Rythmos FM, effective June 1, 2000, to provide
expertise in production, advertising sales, promotion and financial activities.

         From 2001 to 2003 we:

         o        commenced Internet related services;

         o        became a 75% shareholder in newly established music recording
                  company, Heaven Music S.A. and subsequently purchased an
                  additional 11% interest in Heaven Music;

         o        established "Antenna Pay TV Ltd", which acquired a 5% interest
                  in NetMed N.V., the majority shareholder of Multichoice Hellas
                  SA, which is the only subscription television platform
                  operating in Greece and Cyprus under the name "Nova." Antenna
                  Pay TV owns 100% of "Antenna Gold Overseas Ltd" which
                  currently operates Antenna's premium pay TV channel on the
                  Nova bouquet. In 2003, as a result of the issuance by NetMed
                  of shares to an additional strategic investor our interest in
                  NetMed was diluted to 4.18%;

         o        became a 100% shareholder in a newly established school for
                  vocal artists, "Fame Studio".

         As we previously disclosed, our four principal shareholders, Holnest
Investments Limited, Globecast Holdings Limited, Altavista Global Holdings
Limited, Praxis Global Investments Limited, Minos Kyriakou and our Chairman,
Minos Kyriakou, our Vice Chairman, Theodore Kyriakou and two of our directors,
Xenophon Kyriakou and Athina Kyriakou (collectively, the "Offerors") made a
tender offer to purchase all of our outstanding ordinary shares and American
Depositary Shares not already owned by the Offerors or their affiliates. The
Offer was completed in January 2003. Following the completion of the Offer, the
Offerors and their affiliates now own 19,553,331 of our ordinary shares,
representing approximately 98.5% of our total share capital.

         On June 20, 2003, we announce that we filed with The Nasdaq National
Market a request to delist our ADSs. On June 25, 2003 our ADSs were delisted
from Nasdaq and September 24, 2003 our Depositary Receipt Program was
terminated. Also on June 25, 2003, we filed a Form 15 with the SEC to terminate
the registration of our equity and debt securities under the Exchange Act. See
"Item 3. Key Information - Risk Factors - Risk related to the ownership of our
shares

         As a result of the termination of the Depositary Program, former
holders of ADSs are entitled to receive ordinary shares (one half of one
ordinary share per ADS). The ordinary shares are not listed on any securities
exchange, and there are transfer procedures under Greek corporate law, Greek tax
law and the Greek media law that restrict the ability to transfer ordinary
shares. The ordinary shares are subject to ownership restrictions provided for
in the Greek media law.


                                       13
<PAGE>

B.       BUSINESS OVERVIEW

OUR STRATEGY

         Our objective is to become the leading media group in Greece and for
Greek-speaking audiences outside of Greece. To further this objective, we intend
to:

REINFORCE OUR LEADERSHIP POSITION IN THE TERRESTRIAL TELEVISION BROADCASTING
MARKET

         We intend to continue to:

         o        produce and broadcast programming that enables us to maintain
                  and enhance our leading position in the Greek multi-channel
                  television market;

         o        seek to maximize our audience share and be a market innovator
                  in programming formats and scheduling;

         o        seek to maximize advertising revenue by broadcasting and
                  producing programming that appeals to a variety of audience
                  segments and targeting viewers that are most attractive to
                  advertisers; and

         o        seek growth opportunities through selective acquisitions and
                  cooperation arrangements.

LEVERAGE OUR LEADING POSITION IN THE PRODUCTION OF GREEK LANGUAGE TELEVISUAL
CONTENT

         We are one of the leading producers of Greek language media content. We
intend to continue to develop and leverage that content across our multiple
distribution channels. In furtherance of this strategy, we intend to:

         o        continue to make investments in programming to build up our
                  programming library. We intend to exploit this library through
                  the airing of reruns (many of which are fully amortized) and
                  the distribution and syndication of broadcast rights to third
                  parties;

         o        continue to convert our production facilities and our content
                  to digital as part of our cost containment efforts and as part
                  of our efforts to develop thematic channels for digital
                  satellite television and other media;

         o        reinforce our leading position in producing content by
                  continuing to attract media talent through our investment in
                  programming and our training center for media personnel, as
                  well as through investments in Greek motion pictures, and
                  investments in film distribution; and

         o        streamline the production of our content for cross-promotion
                  and for use across all of our distribution channels.

BROADEN OUR PRESENCE IN OTHER MEDIA-RELATED BUSINESSES SUCH AS RADIO AND
PUBLISHING

         We own Antenna FM and have a 51% interest in a magazine publisher,
Daphne. Our radio and publishing operations allow us to capitalize on our
relationships with advertisers and derive synergies and cost savings from
cross-promotions, brand strengthening and merged advertising sales forces. We
intend to reinforce our position as a leading participant in the radio sector in
terms of both ratings and advertising share. We also intend, through
collaboration with existing stations (such as Rythmos FM) and new stations in
Greece, to explore opportunities arising from industry consolidation.

         We intend to launch or acquire additional magazine titles to complement
the current magazine titles published by Daphne on an opportunistic basis. We
expect that many of these will cover subject matter tied to our proposed digital
theme channels. We continually monitor the performance of our magazine titles
and may, in the future, suspend certain titles if they fail to generate
sufficient advertising revenues.


                                       14
<PAGE>

EXPAND OUR USE OF DIGITAL SATELLITE TELEVISION AND THE INTERNET AS DISTRIBUTION
CHANNELS FOR OUR CONTENT AND OUR BRAND

         We intend to capitalize on our market leadership as an advertising
medium and producer, owner and broadcaster of programming, and our strong brand
identity, to further expand our distribution of content. We will continue to
focus on creating digital thematic channels for distribution through the NetMed
platform.

         We are leveraging our relationships through our direct affiliate,
Antenna Internet SA, with strategic partners such as Cosmote, Stet Hellas and
Vodafone, each a Greek cellular telephone service provider, to make our content
available to all Greek cellular telephone subscribers. We have already
established and operate our corporate site, as well as a portal for reality
television shows in Greece, which provides an interactive experience, pioneering
in the Greek market, with live video and audio streaming.

PURSUE COMPLEMENTARY BUSINESS OPPORTUNITIES

         In addition to the sale of broadcast rights of our own programming, we
also continue to seek to generate incremental revenue through infomercials,
audiotext programming, home shopping sales and merchandising, which are promoted
during dead time. Our merchandising operations include a co-branded Visa(R)
credit card issued by the Commercial Bank of Greece, one of the largest banks in
Greece, sales of our popular programming.

         We are a 86% shareholder in a newly established music company, Heaven
Music S.A, extending our presence in the music industry as part of our content
creation strategy. We will also seek to take advantage of opportunities that may
present themselves, if and when media and other regulated sectors are further
liberalized.

REINFORCE OUR POSITION OUTSIDE GREECE AND FURTHER EXPAND GEOGRAPHICALLY IN THE
BALKAN COUNTRIES

         Approximately five million Greeks live outside Greece, compared to 11
million in Greece. We will continue to seek to strengthen our presence in the
United States and Canada, where we currently distribute programming through
Antenna Satellite, and Australia, where we currently distribute programming
through Pacific Broadcast, and enter new markets with high concentrations of
Greek-speaking audiences. We expect to distribute programming to Greek speaking
audiences elsewhere in Europe, including Germany, Belgium and the United
Kingdom, and in South Africa. We intend to sell programming to neighboring
countries, particularly countries in the Balkan region, whose populations share
cultural and other similarities with Greeks and have experienced an influx of
investment by Greek companies, including a number of our principal advertisers.
We own interests in Bulgarian media businesses: Nova Television, a private
television network in Bulgaria, and a radio station, Radio Express, and intend
to invest approximately (euro)4.5 million in Bulgaria between the end of 2003
and 2008 to upgrade the Nova Television network.

GREEK TELEVISION BROADCASTING INDUSTRY

         The private commercial television industry in Greece began in late
1989. At that time, the Greek television industry consisted of three
government-owned television stations, ET1, NET (formerly ET2) and ET3, each
operated by ERT S.A. (or ERT), the state-owned radio and television broadcaster
in Greece. Antenna was launched in December 1989, shortly after the introduction
of private commercial broadcasting in Greece. Five other private commercial
national networks and a number of regional stations covering different
geographical areas of Greece are currently operational. The five other national
networks are:


                                       15
<PAGE>

         o        Mega Channel (launched in November 1989);

         o        Star Channel (launched in September 1993);

         o        Alpha (formerly Skai TV) (launched in October 1993);

         o        Makedonia TV (launched in April 1994); and

         o        Alter (formerly Channel 5) (launched in November 1994).

         In addition, a number of small local stations broadcast without
regulatory approval, but are not considered to have a significant impact on the
national or regional advertising market. Government efforts to close down such
stations have been undertaken and are continuing. In 2003, the nine national
television broadcasters ranked by AGB Hellas (or AGB), a subsidiary of AGB Group
International, an Italian company, accounted for approximately 90.5 % of the
audience share and 99.6 % of the television advertising expenditures in Greece.

         NetMed Hellas, an indirect subsidiary of MIH Ltd. (and a subsidiary of
NetMed N.V.), currently offers subscription television services through the
digital subscription television platform, known as "Nova" owned by Multichoice
Hellas SA, also a subsidiary of NetMed NV. Multichoice also distributes analogue
(terrestrial) pay TV services. In October 2001, we acquired a 5% interest in
NetMed N.V, which as a result of the issuance by NetMed of shares to an
additional strategic investor, is now 4.18%. Our goal in respect of our
investment in, and relationship with, NetMed is to become a primary pay
television provider to the NetMed platform.

         In addition, several international programmers, such as CNN, Euronews,
Eurosport/TV5 Europe and RIK, currently have their programming retransmitted in
Greece by ERT. We believe that these broadcasts have a negligible impact on the
national advertising market.

GREEK TELEVISION ADVERTISING MARKET

         There are approximately 11 million people and approximately 3.7 million
television households in Greece. Daily viewing time in Greece has increased
significantly since the introduction of private commercial television
broadcasting in 1989. In 2003, Greek daily viewing time was 233 minutes,
compared to 131 minutes in 1990. This increase was primarily the result of
higher quality programming and greater programming variety.

         The Greek advertising industry, and television advertising in
particular, has grown significantly in recent years. Greek television net
advertising expenditures have experienced approximately 14.2% average annual
real growth since 1989, approximately 11.4% since 1997, reaching approximately
(euro)403 million in 2003. This growth wAs due primarily to the privatization of
Greek television, where increased average television viewing time was driven by
the higher quality and greater variety of programming.

         We continue to believe that advertising expenditures will grow over the
medium to long-term, although at a more moderate pace, as a result of several
factors, including:

         o        the expected strong Greek gross domestic product growth;

         o        a greater commercial emphasis on the part of an increased
                  number of privatized Greek companies;

         o        increased competition generally and the further entry of
                  multinational corporations into Greece;

         o        specific industry factors such as the expected reduction in
                  taxes imposed on the sale of automobiles in Greece and the
                  expected liberalization of advertising of over-the-counter
                  drugs; and


                                       16
<PAGE>

         o        the 2004 Athens Olympic Games.

         Television advertising in Greece accounts for a significant proportion
of total display advertising ((euro)671 million in 2003). We estimate that the
proportion of net Greek advertising, other than outdoor advertisIng, which we
believe is immaterial, represented by television advertising in 2003 was
approximately 60%, as compared to approximately 43% in 1989. In contrast, for
2003 we estimate that the proportion of Greek advertising represented by
magazine advertisements was approximately 23%, newspaper advertisements were
approximately 8% and advertisements aired over radio was approximately 8%. The
proportion of advertising in Greece represented by television advertising is one
of the highest in the EU.

         The high proportion of advertising in Greece that is represented by
television advertising is attributable to a number of factors. These factors
include:

         o        the relative popularity of television and its potential to
                  deliver more value to advertisers than other forms of
                  advertising. Generally, television's cost per 1,000
                  individuals reached (known as CPT) is significantly lower than
                  the CPT for newspaper and print advertising;

         o        the fact that television is able to achieve more rapid "reach
                  and frequency" build-up, the criteria for evaluating the level
                  of cumulative audience exposure for advertising campaigns on
                  the basis of the percentage of persons exposed to an
                  advertisement and the average number of exposures, than other
                  media; and

         o        the fact that broadcast has the potential to be more flexible,
                  in terms of deadlines and bookings, than print media.

PROGRAMMING

         We have positioned our television broadcasting channel as a general
audience programmer, offering a full range of programming, including:

<TABLE>
<CAPTION>
<S>               <C>                                            <C>      <C>
         o        National and international news programs       o        situation comedies

         o        Foreign and Greek drama                        o        sporting events

         o        Variety shows                                  o        game shows

         o        Greek films                                    o        foreign feature films.

         o        talk shows and current affairs programs        o        reality shows
</TABLE>

         Since our launch, we have been, and expect to continue to be, a market
innovator in Greek program formats and scheduling. We were the first network in
Greece to:

         o        introduce an entertainment and news program in the early
                  evening;

         o        introduce daytime talk shows dedicated to contemporary social
                  issues;

         o        introduce a morning talk show;

         o        introduce 24-hour programming; and

         o        produce our own daily soap operas.

         o        produce a prime time reality show


                                       17
<PAGE>

         We also distribute programming for broadcast to Greek-speaking
audiences in Cyprus, the United States, Canada and Australia, and expect to
distribute programming to Greek-speaking audiences elsewhere in Europe,
including Germany, Belgium and the United Kingdom as well as in South Africa.

         The table below presents a breakdown of our own programming and of
acquired programming for 2002 and 2003 aired between 7:00 a.m. and 1:00 a.m.:

<TABLE>
<CAPTION>
                                                                             2002                       2003
                                                                   -----------------------    ----------------------
                                                                    YEARLY                     YEARLY
                                                                     HOURS                      HOURS
                                                                   BROADCAST    PERCENTAGE    BROADCAST   PERCENTAGE
                                                                   ---------    ----------    ---------   ----------
<S>                                                                   <C>            <C>         <C>           <C>
OWN PROGRAMMING:

TYPE OF PROGRAM
News                                                                    761          14.3%         772         14.7%
Talk shows and current affairs                                          911          17.2          961         18.3
Greek prime time dramas, situation comedies and soap operas           1,417          26.7        1,520         29.0
Sports programs and live sporting events                                 47           0.9           44          0.8
Variety shows                                                           905          17.0          606         11.6
Game shows                                                              179           3.4          154          2.9
Other                                                                   208           3.9          512          9.8
                                                                      -----          ----        -----         ----
     Total own programming                                            4,428          83.4%       4,569         87.2%
                                                                      -----          ----        -----         ----

ACQUIRED PROGRAMMING:

TYPE OF PROGRAM
Foreign series                                                          128           2.4%          71          1.4%
Children's programming                                                  174           3.3          115          2.2
Foreign movies                                                          303           5.7          293          5.6
Other                                                                     5           0.1           10          0.2
Greek movies                                                            273           5.1          181          3.5
                                                                      -----          ----        -----         ----
     Total acquired programming                                         883          16.6%         670         12.8%
                                                                      -----          ----        -----         ----
         Total                                                        5,311         100.0%       5,239        100.0%
                                                                      =====         =====        =====        =====
</TABLE>


         During the past few years, we have invested significantly in the
development of our programming library. The programming library represents
approximately 51,865 hours of owned programming and approximately 5,500 hours of
acquired programming (primarily from our exclusive six-year contract with
Twentieth Century Fox Television Limited). We continue to derive revenue from
the airing of this programming, either through reruns or the distribution and
syndication of this programming outside Greece. As of December 31, 2003,
approximately 80% of our total programming library was fully amortized.

PROGRAMMING PRODUCED BY ANTENNA

         We produce a variety of programs including news programs, talk shows
and current affairs programs, dramas, situation comedies, soap operas, sports
programs, variety shows, reality shows and game shows. In 2003, we produced all
of our ten most highly rated, regularly scheduled programs.

         Approximately 77% of the programs we produce are produced directly at
our own facilities with the balance produced under contract with third-party
production companies that provide us with production facilities and equipment.
In both cases, we use our own employees or hire part-time personnel, including
screenwriters, actors, producers and directors, for most of our production
needs. Sub-contracting with third-party production companies provides us with
additional production facilities when needed. This reduces the fixed cost base,
which would be required to maintain additional production facilities that may
not be fully utilized on a daily basis. The majority of programming produced at
our own facilities consists of news, current affairs and talk shows that are
broadcast live, and soap operas and variety shows. Programming produced under
contract includes dramas, situation comedies and game shows.


                                       18
<PAGE>

         We intend to continue to produce a substantial portion of our own
programming as part of our strategy to increase audience share and attract
viewers from the demographic groups that are most attractive to advertisers and
to provide programming for foreign distribution. Our on-going efforts to ensure
high quality, popular programming include a wide range of initiatives with
regard to marketing, personnel and production. With the aid of professional
research companies, we use audience focus groups in determining which programs
to broadcast and when (pilot testing) in order to determine their viability
before committing significant financial and other resources.

         We carry out a number of qualitative and quantitative research projects
to ascertain general market trends and the popularity of television
personalities. We place great emphasis on attracting and retaining leading
television scriptwriters, producers, directors, actors, game-show hosts,
journalists and newscasters through negotiated employment contracts of between
three to five years in duration, attractive compensation packages, high quality
programs and production facilities, active publicity in support of talent and
the recognized brand-name of Antenna.

         Current initiatives to improve the technical quality and reduce
operating costs related to our program production include enhancements to our
filming and editing facilities, investment in digital production, news gathering
and transmission equipment.

         NEWS PROGRAMS. Our news programming includes news broadcasts in the
morning, afternoon, early evening, prime time and late-night time slots. We
place great emphasis on producing news programs that will be viewed as the
authoritative source in terms of accuracy and objectivity, and we strive to be
the first to report breaking news stories. Our news programs usually have drawn
the highest average audience shares in the market. We are a principal
contributor from Greece to CNN for news relating to Greece, a regular
contributor to CNN's SUNDAY WORLD REPORT and a contributor of news feeds
relating to areas outside of Greece, such as the Balkan countries. In addition,
we undertake in-depth analysis and investigative reporting to produce
high-profile news stories and documentaries concerning historical events and
contemporary issues of interest to our target audience and of significant
archive value.

         As one of the largest news gathering organizations in Greece, we
maintain 30 newsgathering (ENG) crews in Athens, and approximately 26 in other
major cities in Greece, as part of our news gathering operation. We can rapidly
deploy additional ENG crews in response to particularly newsworthy events. We
also have exclusively contracted news correspondents stationed in London,
Brussels, Moscow, New York, Washington, D.C., Sydney, Bonn, Rome, Istanbul,
Sophia, Tokyo and Nicosia, and a network of 35 correspondents throughout Greece,
including 14 reporters at our Thessaloniki premises and studios.

         We are continuing to centralize our news gathering operations across
our radio and television operations, with the expectation of distributing news
products through other outlets including our Internet and digital satellite
television initiatives. We expect that this will result in greater cost savings,
greater efficiencies and increased ability to attract talent.

         TALK SHOWS AND CURRENT AFFAIRS. We provide commentary on various
contemporary topics through our live talk shows and current affairs programs.
Talk shows include the highly rated daily morning talk show KALIMERA ELLADA
(GOOD MORNING GREECE), which holds the record for daytime audience share and
ratings. Current affairs programs include a week night talk show, ME TA MATIA
TIS ELLIS (WITH ELLI'S EYES),which focuses on social issues and current domestic
and international issues. The weekend program also includes two other talk
shows, STUDIO ME THEA (STUDIO WITH VIEW), which focuses on political issues and
other current domestic affairs and 2000-2004 which focuses on issues regarding
the preparations for the Athens Olympic Games. Two well-known TV journalists
host these talk shows.


                                       19
<PAGE>

         VARIETY SHOWS. We produce various daily and weekly variety shows
generally hosted by popular entertainers. These include PROINOS KAFES (MORNING
COFFEE) and KATSE KALA (BEHAVE). Such shows typically feature games, interviews,
and singing, dancing and other light entertainment. MORNING COFFEE, a three and
one half-hour program aired daily on weekdays, has been an integral part of our
line-up since 1990.

         GREEK PRIME-TIME DRAMAS, SITUATION COMEDIES, COMEDY PROGRAMS AND SOAP
OPERAS. We produce a variety of weekly drama series, a number of situation
comedies and three weekly comedy programs, AMAN TA KATHARMATA (AMAN THE
BUSTARTS), which is a satire of current events popular among young adults. We
currently produce two Greek soap operas, the highly rated KALIMERA ZOE (NEW
LIFE) and LAMPSI (REACHING FOR THE LIGHT). These two daily soap operas are
produced at our two largest studios. We film two episodes daily on eight-hour
shifts, typically with 500 half-hour episodes being produced each year. Our soap
operas have consistently been among Greece's 20 highest rated television shows.

         REALITY SHOWS. We produced our own reality show, MISSION. Broadcasts of
MISSION commenced in September, 2003 and ran until December, 2003.

         SPORTS PROGRAMS AND LIVE SPORTING EVENTS. We air a variety of sporting
events, such as basketball games and track and field events. During 2003, we
broadcasted seven events of the Golden League, a worldwide track and field
competition under the auspices of the International Amateur Athletic Federation
(IAAF).

         GAME SHOWS. We air THISAUROFILAKIO (THE VAULT), a daily international
game show, STA ORIA (ON THE LIMITS) and STO SKOTADI (IN THE DARKNESS) two
weekend game shows. We also air SUPER GAME, a daily, three-minute live game show
in which viewers compete for prizes, which is produced in cooperation with
Audiotex.

         OTHER. We began producing made-for-television movies in 1994. We seek
to ensure the success of these movies and further enhance the brand-name appeal
of our programming by producing movies based on our most popular drama series.
We have capitalized on the success of two of our popular action series (TMIMA
ETHON (VICE SQUAD) and ANATOMIA ENOS EGLIMATOS (THOU SHALT NOT KILL)) by
producing nine movies based on these series and have also produced ten
independent movies. These movies, which are rerun periodically, create a
continuing source of revenue.

         Special events programming includes exclusive broadcast rights to the
Greek beauty pageant, which currently holds two events annually (MISS GREECE and
MISS YOUNG). We also produce special programs for Christmas, Easter, political
elections and other major events, including the music awards. We also produce
documentaries on a number of contemporary, historical and cultural subjects.

         We are also a member of the Permanent Conference of Mediterranean
Audiovisual Operators, a 34-member group of networks from 27 countries in the
Mediterranean region that addresses co-production and other issues relevant to
the audiovisual industry.

ACQUIRED PROGRAMMING

         We purchase programming, consisting principally of content produced in
the United States, from approximately 20 suppliers, including Fox, MGM/UA,
Paramount, Sony, Warner Brothers, Disney, NBC, CBS and Universal. Our acquired
programming includes Greek and foreign feature films, television series,
children's programming, game show formats and CBS news broadcasts.


                                       20
<PAGE>

         Beginning in 2001, we licensed the rights from Endemol Entertainment
International BV to broadcast various reality programs. BIG BROTHER ran for four
months in 2001 and each broadcast had a consistently high audience share. The
agreement also provided for related television, merchandising and e-commerce
rights. Following the success of Big Brother, we licensed further rights from
Endemol Entertainment, as a result of which BIG BROTHER II ran for four months
in 2002, FAME STORY aired for four months in 2002 and THE WALL aired for four
months in 2003.

         In March 2001, we entered into an agreement with Twentieth Century Fox
Television Limited, which provides us with a six-year exclusive right, in
Greece, to purchase and broadcast films and television programming from the Fox
library, as well as to purchase and broadcast new Fox productions.

         Acquired programming is licensed directly from suppliers or from Greek
distributors under separately negotiated agreements, the terms of which vary.
Generally, we acquire rights to broadcast these programs via television in
Greece within a specified time period. We arrange for Greek subtitles, which are
preferred by Greek audiences to Greek language dubbing, to be added to acquired
programming, other than children's programming.

SCHEDULING

         Our scheduling is based on the following key time slots:

         o        weekday mornings  (7:00 a.m.-2:00 p.m.);

         o        weekday afternoons  (2:00 p.m.-5:30 p.m.);

         o        weekday evenings  (5:30 p.m.-9:00 p.m.);

         o        weekday prime time  (9:00 p.m.-11:00 p.m.);

         o        weekday late evenings (11:00 p.m.-1:00 a.m.); and

         o        weekends.

         The table below presents the weekday programming for the 2003
mid-season:

<TABLE>
<CAPTION>
         TIME                          NAME                                      PROGRAM TYPE
-----------------------  -----------------------------     --------------------------------------------------------
<S>                      <C>                               <C>
7:00 a.m. - 10:00 a.m.   KALIMERA ELLADA (GOOD MORNING     A live, current-affairs morning magazine, hosted by a
                         GREECE)                           well-known journalist

10:00 a.m. - 11:00 a.m.  PROINOS KAFES (MORNING COFFEE)    A live, morning variety show

11:00 a.m. - 11:05 a.m.  NEWS                              Headlines

11:05 a.m. - 1:10 p.m.   PROINOS KAFES (MORNING COFFEE)    A live, morning variety show

1:10 p.m. - 1:15 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex

1:15 p.m. - 2:00 p.m.                                      Reruns of Greek situation comedies

2:00 p.m. - 2:45 p.m.    NEWS                              National and international news, special reports, sports
                                                           and weather

2:45 p.m. - 2:50 p.m.    HRIMA & HRIMATISTIRIO             Stock market news

2:50 p.m. - 3:25 p.m.                                      Reruns of Greek situation comedies
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
         TIME                          NAME                                      PROGRAM TYPE
-----------------------  -----------------------------     --------------------------------------------------------
<S>                      <C>                               <C>
3:25 p.m. - 3:30 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex

3:30 p.m. - 4:25 p.m.                                      Reruns of Greek Situation comedies

4:25 p.m. - 4:30 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex

4:30 p.m. - 5:25 p.m.                                      Reruns of Greek Situation comedies

5:25 p.m. - 5:45 p.m.    NEWS                              Headlines

5:45 p.m. - 6:20p.m.     KALIMERA ZOE (NEW LIFE)           Daily Greek soap opera

6:20 p.m. - 7:10 p.m.    Thisavrofilakio (The Vault)       An internationally popular TV game show

7:10 p.m. - 8:00 p.m.    LAMPSI (REACHING FOR THE LIGHT)   Daily Greek soap opera

8:00 p.m. - 9:00 p.m.    NEWS                              National and international news, special reports, sports
                                                           and weather

9:00 p.m. - 12:00 a.m.   PRIME TIME SERIES                 Late night programming includes Greek situation
                                                           comedies, Greek dramas (first runs and reruns), Greek
                                                           movies, foreign movies and series, talk shows, comedy
                                                           and entertainment programs and live sporting events
                                                           coverage and a one-minute news bulletin

12:00 a.m.-12:15 a.m.    NEWS                              National and international news, special reports, sports
                                                           and weather

12:15 a.m.-12:20 a.m.    HRIMA & HRIMATISTIRIO             Stock market news

12:20 a.m.-1:30 a.m.     LATE NIGHT PROGRAMMING            Continuation of prime time programming, or foreign
                                                           series and films
</TABLE>


         Between 1:00 a.m. and 7:00 a.m., we principally broadcast infomercial
productions, public domain foreign movies and reruns. Between 6:00 a.m. and 6:30
a.m., we air reruns of Greek series. Between 6:45 a.m. and 7:00 a.m., we
broadcast children's programming and closed-captioned news for the hearing
impaired.

         Our weekend morning programming consists of two parts. The first part
is geared toward children and consists primarily of U.S. programs, particularly
cartoons such as INSPECTOR GADGET, DRAGON BALL, LOONEY TUNES, PANDORA & PLATO
which is the first Greek cartoon production, and action series such as POWER
RANGERS, RESCUE HEROES AND NINJA TURTLES. Weekend afternoon and evening
programming includes talk shows, Greek features, foreign series and films, game
shows and Greek reruns.

         In addition, scheduling varies during the year, with the full season
consisting of the following:

         o        the fall premiere season, which begins in October and features
                  new series and other programs;

         o        the mid-season, which runs from January through June and may
                  feature new series, especially in prime time; and

         o        the summer reruns.

Programs with high production costs that are not shown on a regular basis, such
as feature films, generally are aired during high revenue months. Scheduling is
adjusted on a monthly basis.

         Our transmission network has the technical capability to broadcast
different programs to different regions of the country at the same time. We are
currently using this capability to increase advertising


                                       22
<PAGE>

revenue by broadcasting different advertisements in northern Greece. Since 1998,
we have had a Northern Greece sales department to support this effort as well as
advertising in our radio and publishing operations.

RATINGS AND AUDIENCE SHARE

         Audience survey data are used by television broadcasters and
advertisers to determine how many and what type of viewers watch a particular
program. The principal supplier of audience survey data in Greece is AGB, which
covers nine national television networks in Greece. AGB conducts its operations
by using "people meters" to record the television preferences of viewers. A
"people meter" is a small computer attached to the television set that records
channels watched and family members keyed in, as viewing television during any
particular time period, along with other statistics that are useful for both
television broadcasters and advertisers. As of December 2003, the AGB sample
size is 1200 households (an estimated 3500 individuals), a sample size which is
consistent relative to that used in other countries.

         We, like our private commercial competitors, derive a substantial
portion of our revenue from advertising and, consequently, we seek to maximize
our share of audience and ratings. Audience share figures are expressed as a
percentage of active viewing Greek television households during the time of
broadcast. Ratings figures are expressed as a percentage of total Greek
television households. Consequently, ratings figures are directly affected by
the number of television sets that are turned on and, for this reason, tend to
increase during the course of the day. Peak viewing occurs weekdays between 6:00
p.m. and 11:00 p.m. and tends to decrease during summer months. "Average
audience share" for a period refers to the average daily audience share during
that period, and "average ratings" for a period refers to the average daily
ratings during that period.

         Since 1997, we have had the leading market share among Greek television
broadcasters, reflecting our success in attracting talent and our success in
television marketing. The table below presents, for the last five years, our
average share of audience, generally and during prime time only (9:00 p.m.-11:00
p.m. weekly), as compared to our principal national competitors for the periods
indicated:

<TABLE>
<CAPTION>
                                                                                      AVERAGE AUDIENCE SHARE
                                       AVERAGE AUDIENCE SHARE                             FOR PRIME TIME
                            -----------------------------------------     -----------------------------------------
NETWORK                     1999     2000      2001     2002     2003     1999      2000     2001     2002     2003
-------                     ----     ----      ----     ----     ----     ----      ----     ----     ----     ----
<S>                         <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Antenna                      23.0%    21.8%     22.9 %   21.8%    22.5%    26.5%     23.1%    24.7%    21.2%    23.5%
Mega Channel                 20.5     21.2      21.3     20.1     17.3     23.5      23.0     23.0     25.9     20.3
ET1 and NET                   9.5     10.6       9.5     10.9     12.4      9.9      11.4     10.6     11.4     13.8
Alpha                        16.7     15.8      14.6     13.0     13.3     14.3      13.1     12.7     11.2     11.7
Star Channel                 13.7     13.7      12.7     11.2     12.2     12.9      14.2     11.4     10.9     12.7
Other(1)                     16.6     16.9      19.0     23.0     22.3     13.0      15.2     17.6     19.4     18.0
                            -----    -----     -----    -----    -----    -----     -----    -----    -----    -----
Total                       100.0%   100.0%    100.0%   100.0%   100.0%   100.0%    100.0%   100.0%   100.0%   100.0%
                            =====    =====     =====    =====    =====    =====     =====    =====    =====    =====
</TABLE>
------------------------
(1)  Includes home video, satellite, Tempo, Makedonia TV, ET3 and Alter.

         The table below presents, for the last five years, our average ratings
figures, generally and during prime time only (9:00 p.m.-11:00 p.m. weekly), as
compared to our principal national competitors for the periods indicated:


                                       23
<PAGE>


<TABLE>
<CAPTION>
                                          AVERAGE RATINGS                      AVERAGE RATING FOR PRIME TIME
                            -----------------------------------------     -----------------------------------------
NETWORK                     1999     2000      2001     2002     2003     1999      2000     2001     2002     2003
-------                     ----     ----      ----     ----     ----     ----      ----     ----     ----     ----
<S>                          <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Antenna                      3.6%     3.3%      3.5 %    3.4%     3.6%     9.1%      7.2%     8.1 %    7.1%     7.9%
Mega Channel                 3.2      3.2       3.3      3.1      2.8      8.1       7.2      7.5      8.6      6.9
ET1 and NET                  1.5      1.5       1.4      1.7      2.0      3.4       3.6      3.5      3.8      4.6
Alpha                        2.6      2.4       2.2      2.0      2.1      4.9       4.1      4.1      3.8      4.0
Star Channel                 2.2      2.0       1.9      1.8      2.0      4.4       4.5      3.7      3.6      4.3
</TABLE>

TELEVISION ADVERTISING

GENERAL

         A substantial portion of our revenue is derived from the sale of
national advertising. During 2003, approximately 61.0% of our total net revenue
came from national broadcast television advertisements. Sales are made for
advertising over a specific period of time. We have approximately 300 separate
advertising rates ranging from (euro)1.00 to (euro)600.00 per second, which we
set monthly. In setting advertising rates, which are tied to specIFIc programs,
we consider, among other factors, the rating of the program during which
advertisements will run and the likely impact of rate increases on advertising
volume. The highest prices for advertisements that we broadcast are for certain
prime time series and for talk shows, soap operas, special events and movies,
which are aired during both prime time and non-prime time. Advertising prices
tend to be higher during the peak viewing months of April through June and
October through December than during the late summer months when many Greeks are
on vacation. As is common in the industry, we provide certain advertising
agencies with an incentive rebate of up to a maximum of 9.9% of the cost of the
airtime purchased, as permitted by law (see "--Regulation"). These rebates are
negotiated at the time such advertising arrangements are made.

         We sell advertising time to a broad and diverse group of advertisers.
Of the revenue derived from advertising in 2003, approximately 91.3% was
generated through advertising agencies representing multiple advertisers. The
balance was generated directly from individual advertisers that negotiate their
own advertising arrangements and are not represented by advertising agencies. In
2003, our top 10 advertisers accounted for approximately 30.4% of our gross
advertising revenue. In the same year, our top 50 advertisers accounted for
approximately 64.0% of our gross advertising revenue. No single advertiser
accounted for 10% or more of our 2003 gross advertising revenue. The table below
presents the percentages of our advertising revenue generated by particular
sectors during 2001, 2002 and 2003:

                  SECTOR                 2001           2002          2003
----------------------------------       ----           ----          ----
Food and drink                           23.7 %         24.3%         27.3%
Personal care and household              14.2           13.4          13.9
Automobiles                               9.9           10.6          10.8
Alcoholic beverages                       6.2            6.4           5.9
Cosmetics                                 5.5            0.1           5.2
Government                                5.2            8.6           5.5
Electronics                               4.8            3.1           2.2
Services                                  0.6            0.1           0.3
Toys                                      1.4            1.5           0.3
Paper products                            0.3            0.3           0.1
Other                                    28.2           31.6          28.5
                                        ------         ------        ------
     Total                              100.0%         100.0%        100.0%
                                        ======         ======        ======

         Unilever, Procter & Gamble, Fage (a Greek dairy company), Vodafon,
Delta (a Greek dairy company), Cosmote, Nestle, Coca Cola, Levi, and Germanos (a
Greek electronics retailer) were our top 10 largest advertisers in 2003,
accounting collectively for approximately 30.4% of our gross advertising revenue
during 2003.


                                       24
<PAGE>

         We currently sell only a portion of our available advertising time. In
addition, we use a variety of means to utilize unsold advertising time in all
time periods, commonly referred to as "dead time," to improve our operating
results and cash flow. See "--Other Sources of Revenue." The table below
presents, for 2001, 2002 and 2003, our estimate of total available advertising
time sold during prime time, during viewing hours of 7:00 a.m. to 1:00 a.m., and
total available advertising time sold, each measured in terms of time sold to
advertising clients and time sold to advertising clients together with dead time
allocated to audiotext, infomercials and home shopping:

<TABLE>
<CAPTION>
                                                                              MEASURED BY TIME
                                                                            SOLD TO ADVERTISING
                                                                              CLIENTS TOGETHER
                                                                          WITH DEAD TIME ALLOCATED
                                       MEASURED BY TIME SOLD             TO AUDIOTEX, INFOMERCIALS
                                      TO ADVERTISING CLIENTS                 AND HOME SHOPPING
                                   -------------------------------    -------------------------------
          TIME SLOT                 2001         2002       2003       2001        2002         2003
-----------------------------       ----         ----       ----       ----        ----         ----
<S>                                <C>           <C>         <C>       <C>        <C>           <C>
Prime time (9:00 p.m. to           85.0 %        77.7%       75.7%     99.9 %     93.0%         93.9%
11:00 p.m.)

7:00 a.m. to 1:00 a.m.             69.0          73.4        68.9      87.8       87.7          87.2

Total available advertising        57.1          62.1        60.3      82.7       81.6          82.6
time
</TABLE>

         We currently use our own 43-persons sales force to sell television and
radio advertising time. Our head of sales and marketing is responsible for all
sales of advertising and marketing across our media group. Our sales and
marketing department is responsible for the sale of advertising time together
with general coordination with advertising agencies, collecting information on
audience ratings, developing new products and most importantly, fostering and
enhancing relationships with our existing and potential clients. We seek to
enhance our relationships with, and advertising revenue from, our clients by
broadcasting programming which appeals to a variety of audience segments
representing a broad cross-section of the Greek population. We place particular
emphasis on attracting viewers from demographic groups that are most attractive
to those clients. Our sales force endeavors to be responsive and flexible and to
operate with the highest standards of client service.

         We also enter into barter sales arrangements (advertising in exchange
for goods, services and other assets) with other media companies such as
newspapers, radio stations and magazines, and with equipment suppliers and
service providers such as insurance companies and advertising agencies. For
2003, barter sales represented approximately 0.4% of our total net revenue.

         The sales and marketing department, together with the programming
department, obtains television audience ratings data from AGB on a daily basis.
The data are analyzed and compared by our research department with audience
ratings of competitors to determine the appropriate strategy for scheduling
advertising slots to reach most effectively the profile audience desired by
advertising clients. In addition, the sales and marketing department conducts a
wide range of market analyses, focusing on various sectors of the economy and
target audiences. To ensure that advertising slots are broadcast to meet with
client specifications concerning context and timing, our sales and marketing
department is also responsible for quality control of the advertisements we
broadcast.

         Clients generally are invoiced for advertising the day after
advertisements are aired. Established clients generally pay either in cash, due
within 30 days after the end of the month, or by credit with either a post-dated
check or a supporting bank guarantee (within six months after the end of the
month of the invoice). New and smaller advertisers generally pay in advance or
on credit with a supporting bank guaranty.


                                       25
<PAGE>

ADVERTISING SHARE

         We have had the leading share of net advertising expenditures among
Greek television broadcasters since 1991. The table below presents our estimates
of the proportionate shares of advertising revenue for 1999 through to 2003:

<TABLE>
<CAPTION>
                                                     ADVERTISING REVENUE(1)
                                         -------------------------------------------------
                                         1999       2000      2001       2002       2003
                                         ----       ----      ----       ----       ----
<S>                                     <C>        <C>       <C>        <C>        <C>
Antenna                                  36.5%      34.8%     35.5 %      35.6%      35.6%
Mega Channel                             35.7       34.0      33.6        33.6       28.4
ET1 and NET                               3.5        5.4       3.8         4.0        4.0
Alpha                                     9.0        9.4       9.9        10.8       12.7
Star Channel                             13.1       14.1      13.3        10.1       11.1
Other                                     2.2        2.3       3.9         5.9        8.5
                                        -----      -----     -----      -----      -----
     Total                              100.0%     100.0%    100.0%     100.0%     100.0%
                                        =====      =====     =====      =====      =====
</TABLE>
------------------------
(1)  Our estimate of net advertising revenue based on public filings made by
     broadcasters with Greek tax authorities disclosing actual advertising
     rates, published annual statutory results (for years before 2002) and other
     sources. Regulatory changes that took effect at the beginning of 1996 had
     the effect of eliminating the use of free advertising by subjecting the
     value thereof, as disclosed to the Greek tax authorities, to tax and
     limited incentive rebates to a maximum of 9.9% of the cost of the airtime
     purchased. These regulatory changes did not affect other media and
     consequently, newspapers and other media may continue to offer free
     advertising and to benefit from free advertising offered to them. See
     "--Regulation."

DISTRIBUTION OF PROGRAMMING

         A key element of our growth strategy is to build and capitalize on our
programming library for broadcast in Greece and distribution internationally to
reach the approximately five million Greeks outside of Greece. This strategy
enables us to derive revenue generally from fully amortized programming through
the airing of reruns and the distribution and syndication of our own
programming.

         Our programming library consists of approximately 51,865 hours of our
own programming, including approximately 14,023 hours of news and approximately
37,842 hours of other programming, including talk shows, variety shows, game
shows, sports programming and other programming. Owned programming from the
library is also sold for broadcast to Greek-speaking audiences in Cyprus, the
United States, Canada and Australia, with sales expected in Germany, the United
Kingdom, Belgium and South Africa. We also license programming from our library
to other broadcasters in countries neighboring Greece, particularly the Balkan
countries, whose populations share cultural and other similarities with Greeks.
In addition, we have 4,098 hours of acquired programming which we have the
rights to air in Greece within specified time periods.

         Our acquired programming library currently includes 2,030 hours of
foreign films, 1,231 hours of 60-minute series, 525 hours of children's
programming and 312 hours of 30-minute series. Since 1995, we have derived
revenues from providing programming to Antenna Cyprus. Antenna Cyprus, which was
launched in June 1993, is one of five free-to-air television broadcasters
operating in the Greek language in Cyprus. Antenna Cyprus operates from 7:00
a.m. to 2:30 a.m. We provide approximately 40% of Antenna Cyprus' programming.
See "Item 5.--Operating and Financial Review and Prospects" and "Item
7B.--Related Party Transactions."

         Since 1996, we have derived revenues from programming and distribution
agreements with Antenna Satellite. A company affiliated with our Chairman, Mr.
Minos Kyriakou, through indirect share ownership and membership on the board of
directors, holds 50% of the shares of Antenna Satellite. An unrelated third
party holds the other 50%. See "Item 5. --Operating and Financial Review and
Prospects" and "Item 7B--


                                       26
<PAGE>

Related Party Transactions." Antenna Satellite broadcasts primarily our
programming to Greek-speaking audiences in the United States and Canada. Our
signal is transmitted to the United States via satellite and carried to viewers
via direct broadcast satellite and cable television. Programming is aired 21
hours per day weekdays, 10 hours of which are original broadcasts and 11 hours
of which are rebroadcasts.

         Since 1997, we have derived revenues from programming and distribution
agreements with Pacific Broadcast. Pacific Broadcast was established in May
1997, and has a 50% interest in a joint venture, which rebroadcasts our
programming in Australia. The joint venture receives such programming via
satellite transmission. An unrelated third party holds the other 50% interest in
the joint venture. Pacific Broadcast is responsible for providing the joint
venture with programming, which it obtains primarily from us, and bears 30% of
the transmission costs for the programming. The joint venture partner provides
promotion, marketing and subscriber services and bears 70% of the transmission
costs. The joint venture distributes programming in Australia through Optus
Vision and Foxtel, the two leading Australian cable companies, and distributes
programming via direct-to-home satellite through Foxtel. The two partners each
receive 50% of the revenues of the joint venture. See "Item 5.--Operating and
Financial Review and Prospects" and "Item 7B.--Related Party Transactions."

         We have a cooperation agreement with Makedonia TV, one of the six other
Greek commercial TV broadcasters with a nationwide license, under which we, in
return for an annual fee (currently 6% based on Makedonia TV's revenues), advise
on staffing, scheduling, broadcasting and advertising sales, thus leveraging our
skills in these areas. We also license programming from our library to Makedonia
TV. In February 2000, we advanced (euro)8.8 million in exchange for the right to
acquire a controlling interest in Makedonia TV. This right gives us, or third
parties nominated by us, the ability to acquire a 51% interest in Makedonia TV
from its three shareholders for a total consideration equal to the advance
payment. We may acquire this interest until February 10, 2006, if and when Greek
law permits a broadcaster, its shareholders or both, to own or control two
licensed free-to-air television broadcast companies, otherwise we may nominate
third parties to exercise this option on our behalf, or be refunded all amounts
paid, plus accrued interest.

         We have interests in two Bulgarian media companies, including a 100%
interest in Nova Television, and a 100% interest in a Bulgarian radio station.
Nova Television, established in 1995, was the first, private television network
in Bulgaria. Nova is a free-to-air television network that produces and
broadcasts television programming. In November 2000, Nova was awarded a 15-year
nationwide license. In 2001, however, as a result of an action of a third party
against the Bulgarian government, an administrative court in Bulgaria declared
this license void because the Bulgarian government did not follow certain
procedures when the license was issued. On July 18, 2003, the Bulgarian
government reissued the license to Nova Television. As such, Nova Television has
re-commenced operations as a nationwide television station. We intend to invest
approximately (euro)4.5 million in Bulgaria between the end of 2003 and 2008 to
upgrade the network.

         To further the distribution of our programming, we would consider
acquiring interests in broadcasters in other neighboring countries if attractive
opportunities were to present themselves and if such acquisitions were permitted
under applicable law.

RADIO

         We own 99.97% of the capital stock of Antenna Radio, which operates
Antenna FM (97.2 FM). Antenna Radio was established in 1988 as one of the first
commercial radio operators in Greece. Antenna Radio serves the greater Athens
area, operating 24 hours a day, seven days a week. The station targets audiences
aged 25 and over with a combination news/talk and music format. Programming
includes local, national and international news, weather, traffic and sports,
and commentary, analysis, discussion,


                                       27
<PAGE>

interviews, call-ins and information shows. Antenna Radio's primary source of
revenue is the sale of advertising airtime. Antenna Radio has positioned itself
as the authoritative voice in radio news coverage in Greece. Radio stations in
Greece are required to operate on a regional basis and there are no private
commercial radio stations operating nationally. Antenna Radio sells national
advertising based on its arrangements with local broadcasters throughout Greece
extending its coverage to approximately 70% of Greece. Antenna Radio also
cooperates with Voice of America in its newsgathering and dissemination efforts.

         We estimate that, of the 20 radio stations monitored by Media Services
in 2003, Antenna Radio had the seventh highest gross advertising share for the
year. Antenna Radio's share was 7.63%, as compared to 10.79 for Skai, which has
a format similar to Antenna Radio. In terms of ratings for news radio stations
operating in the greater Athens area, we had a 9.1% share (according to the
latest Media Service measurements), the second highest rating in 2003, compared
to a 12.1% share for Skai.

         Antenna Radio has a consulting agreement with Rythmos FM, a Greek radio
station that targets young audiences as well as educated professionals. Under
this agreement, which expires on June 1, 2010, Antenna Radio provides Rythmos FM
with expertise in production, advertising sales and promotion. Antenna Radio
also advises on the format, development, direction and timing of programming for
Rythmos FM and provides content such as music, news information, sports results
and entertainment updates. In addition, our marketing, sales and programming
staffs advise Rythmos FM on how best to target key demographics to better
maximize advertising revenues. During 2003, we received fees equal to 40% of the
gross revenues of Rythmos FM and rental income from Rythmos FM's use of our
technical equipment. See "Item 7B. --Related Party Transactions."

         We have a 100% interest in Radio Express, a Bulgarian radio station
Radio Express broadcasts to 12 major cities in Bulgaria, including Sofia. It has
news, music and information format, targeting 18-44 year olds.

PUBLISHING

         We have a 51% interest in Daphne, a Greek publishing company. Daphne
publishes a wide variety of Greek magazines focusing on subject matter ranging
from style and fashion to parenting, from politics to astrology and from
entertainment to shipping and defense. Daphne also owns a printing business,
which prints books, magazines, pamphlets and other publications for fees from
third parties. The majority of Daphne's revenues are derived from circulation
fees with the balance represented primarily by advertising fees and printing
fees from third parties. Our expansion into publishing has provided synergies in
advertising sales, cross-promotion and support services.

NEW MEDIA MARKETS

         In addition to strengthening our position in the terrestrial television
and radio broadcast markets, we intend to expand our use of digital satellite
television, and continue our use of the Internet, as distribution channels for
our content.

DIGITAL SATELLITE TELEVISION

         In 2001, we acquired a 5% interest in NetMed for approximately $12.3,
which as a result of the issuance by NetMed of shares to an additional strategic
investor is now 4.18%. NetMed is the pay television platform of MIH Limited in
Greece and Cyprus. In connection with our investment in NetMed, we entered into
a five-year channel distribution agreement with MultiChoice Hellas, a subsidiary
of


                                       28
<PAGE>

NetMed. The channel distribution agreement entitles us to receive a fee in
respect of each subscriber, as defined in the agreement, for each channel that
we provide.

         Our management believes our investment will provide us with three
important benefits. It is expected that it will:

         o        allow us to participate significantly in the expected growth
                  of multi-channel television in Greece, which would minimize
                  the potential competitive impact of such services on our
                  existing terrestrial television operations;

         o        give us a natural outlet for our extensive Greek-language
                  programming library and brands through the sale of programming
                  to the platform; and

         o        provide us with an outlet for Internet-related services.

         Pursuant to the channel distribution agreement, we licensed to NetMed
in Greece and Cyprus a twelve-hour television channel called "Antenna Gold".
Antenna Gold was launched during September 2002. In addition to the fee in
respect of each subscriber, we are also entitled to 100% of all revenue derived
from the sale of advertising and sponsorships on Antenna Gold.

         In March 2002, we concluded an agreement with MultiChoice Hellas under
which we assigned the right to distribute BIG BROTHER II to MultiChoice Hellas
through a channel on the Nova bouquet. The right expired on June 30, 2002. In
March 2003, we concluded a similar agreement with MultiChoice Hellas under which
we assigned the right to distribute THE WALL. The right expired on June 30,
2003. We received flat fees during the term of each of the agreements. In
January 2004, we concluded another agreement with MultiChoice Hellas under which
we assigned the right to distribute THE FAME STORY. The right will expire on
June 30, 2004. We will receive a flat fee during the term of the agreement.

         For a discussion of the risks related to our intended entry into
digital satellite television, see "Item 3. --Key Information--Risk
Factors--Risks relating to digital satellite television and the Internet."

INTERNET AND PREMIUM MOBILE TELEPHONY

         Through our subsidiaries, Audiotex SA and Antenna Internet SA, we have
agreements with Cosmote, a mobile telephone company and a subsidiary of Hellenic
Telecommunications Organization (OTE), to offer content for mobile-based value
added services. Under the agreement, a wide scope of infotainment services, such
as news information, sports results and horoscopes, are provided to Cosmote's
subscribers. Our Internet network delivers content to end-users via Cosmote's
Smart Messaging System and Multimedia Messaging System.

         Similar agreements are in place with Stet Hellas, a subsidiary of
Telestet, an Italian telecommunications company, as well as Vodafon, another
mobile telephony operator, to deliver a wide array of content services to their
mobile phone subscribers using wireless application protocol (WAP) services, as
well as their SMS and MMS platforms.

OTHER SOURCES OF REVENUE

         We also generate revenue from various other sources. These include
audiotext and infomercials, which are promoted during dead time.


                                       29
<PAGE>

AUDIOTEXT

         We are a party to two exclusive contracts with our subsidiary,
Audiotex, one of the market leaders in its sector. Under these contracts, in
return for a royalty based on a percentage of revenue, we provide consulting and
production services and air advertisements (known as audiotext) with telephone
numbers which viewers may call to participate in quizzes or cast votes (some of
which have the effect of promoting us) or to obtain horoscopes, weather
forecasts or general information such as detailed news or national exam results.

         Audiotex is our wholly owned subsidiary and is a provider of both live
and automated interactive telephone services, specializing in mass-market
entertainment products. Audiotex provides its interactive expertise to
broadcasters, publishers, telecommunications providers and mass advertisers. In
addition to providing audiotext services, Audiotex provides direct marketing
services, including preparation of databases, establishment of consumer help
lines and classified advertising. Audiotex provides services to various
advertisers, a number of local television and radio stations, and various
magazines and newspapers. Audiotex derives its revenue principally from
telephone calls to premium rate phone numbers. Audiotex has agreements with all
major telephony (standard and cellular) operators (including OTE, for standard
telephony users, and Vodafone, Stet and Cosmote for mobile telephony users) to
ensure access of users to its services regardless of platform. Its frame
agreement with OTE, Vodafone Stet and Cosmote provides, among others, that they
charge telephone callers a fee on behalf of Audiotex and handles Audiotex's
network operation and billing system in respect of the particular standard
telephony numbers accessed for the services.

INFOMERCIALS

         We also derive revenue from Epikinonia Ltd., which produces
infomercials and pays us for production and technical support.

TRAINING CENTER FOR JOURNALISTS AND OTHER MEDIA PERSONNEL

         We own one of the leading training centers for journalists and other
media personnel in Greece. The Antenna Training Center, which was founded in
1991 and is owned by Antenna Spoudastiki, our direct subsidiary, provides
courses of study for journalists, sound technicians, cameramen and directors.
Journalists, sound technicians, cameramen and directors follow a two-year course
of study.

         We believe that the training center assists us in training and
attracting qualified talent. To date, a number of graduates from the training
center have joined us in a variety of positions from on-air personalities to
sound technicians and cameramen.

MUSIC AND PERFORMING ARTS TRAINING CENTER

         On July 29, 2003, we formed "Fame Studio Ltd", a wholly owned
subsidiary of Antenna TV. Fame Studio provides courses for singers seeking to
enter the music recording industry. We believe that Fame Studio assists us in
training and attracting qualified talent.

OTHER COMPLEMENTARY BUSINESSES

         We generate revenue from other complementary businesses. We:


                                       30
<PAGE>

         o        have an arrangement with the Commercial Bank of Greece, one of
                  the largest banks in Greece, under which we receive 50% of
                  gross fees and commissions and 30% of interest net of the
                  bank's expenses and losses, generated by a co-branded Visa(R)
                  credit card bearing our brand "ANT1;"

         o        have a contractual agreement, renewable upon mutual agreement
                  every three months, under which we provide dead time to home
                  shopping companies to promote home shopping products, in
                  return for a varying percentage of the revenues derived from
                  the sale of such products;

         o        record and sell music soundtracks from a variety of our
                  television shows and other productions; and

         o        produce and sell music records and compact discs by popular
                  Greek recording artists.


COMPETITION

TELEVISION

         We compete for advertising revenue principally with Mega Channel and,
to a lesser extent, with the other national private commercial networks
operating in Greece, including Star Channel, Alpha (formerly Skai TV), Makedonia
TV, Alter (formerly TV5), the subscription channels operated by NetMed Hellas
and the three government-run channels (ET1, NET (formerly ET2) and ET3) that
occasionally air commercial advertisements and with other advertising media,
such as radio, newspapers and magazines and outdoor advertising. There are
currently no subscription cable services operating in Greece. The table below
presents, as of December 31, 2003, the household penetration and the hours of
daily transmission of the state-owned networks and our principal competitors
among the private broadcasting networks:

                                                   HOUSEHOLD       DAILY HOURS
             NETWORK/CHANNEL                      PENETRATION      TRANSMISSION
---------------------------------------           -----------      ------------
State Owned
     ET1                                             100%              24
     NET                                             100               24
     ET3                                              90               24

Private
     Antenna                                         100               24
     Mega Channel                                    100               24
     Alpha                                           100               24
     Star Channel                                    100               24

--------------------------
Source:  Zenith Optimedia.

         ERT is the state vehicle for radio and television in Greece and
controls three television stations, four national radio stations and 25 local
radio stations. Two of ERTs three television stations (ET1 and NET) are national
channels and the third (ET3) focuses on programming for northern Greece,
although its signal is retransmitted throughout Greece. The principal source of
revenue for ERT's three television stations is a national television fee
((euro)2.93 per month) paid by all households as part of their electricity
bills. Advertising is shown on all three channels, but represents a relatively
small proportion of total income. Losses are covered by government subsidies.

         Mega Channel is our principal commercial competitor for audience share
and advertising revenue. Mega Channel's four principal shareholders are Greek
newspaper and magazine publishers. Mega Channel is also a generalist channel
with programming generally comparable to our own. Star Channel, launched in
September 1993 as an alternative television channel targeting a young audience,
offers programming consisting principally of foreign (mainly United States)
programs. Alpha (formerly Skai TV) was launched


                                       31
<PAGE>

in October 1993 and currently offers current affairs programs, old Greek films,
news, talk shows and some series and variety shows.

         NetMed Hellas (a subsidiary of NetMed N.V.), the only subscription
television company in Greece, began operations in October 1994. NetMed's analog
service provides three channels operating on two frequencies that offer a broad
array of entertainment, including exclusive first-run movies, sports and
children's programming. In July 1999, NetMed received a license from the Greek
government that grants its subsidiary, Multichoice Hellas, the right to provide
pay radio and television services via satellite. In December 1999, NetMed
launched a digital satellite subscription service offering the Greek audience a
bouquet of 30 channels, including two major movie channels, two major sports
channels and a variety of thematic and free TV channels. NetMed Hellas holds the
exclusive rights to broadcast games of the Greek Soccer Championship, the Greek
Soccer Cup, and some games of the Greek Basketball Championship, the two most
popular sports in the country. NetMed currently broadcasts two live matches from
the Greek Soccer Championship each week.

         Certain satellite television programming is rebroadcast terrestrially
within Greece. ERT, for example, retransmits CNN, MTV, Euronews / Eurosport, TV5
Europe and RIK.

         Greece currently has no cable television infrastructure. The Hellenic
Telecommunications Organization announced plans to develop a broadband network
to modernize telephony services and support satellite and cable television, and
other multimedia services. Hellenic Telecommunications also announced plans to
provide multi-channel television, home banking and shopping and other
interactive services. Hellenic Telecommunications in partnership with a
third-party service provider may provide satellite and cable television
services. To date, construction of the network has not commenced.

         A number of small local channels broadcast without regulatory approval.
These stations have no significant impact on the national advertising market.

         Antenna TV also competes for revenue with other advertising media, such
as newspapers, radio, magazines and outdoor advertising, and expects to compete
in the future with other television distribution channels such as cable and
direct-to-home satellite systems. Alternative sources of entertainment compete
with us if they reduce the number of people watching broadcast television.
Current and future technological developments may also affect competition within
the television industry. Further advances in technology such as video
compression, which would permit the same broadcast or cable channel or satellite
transponder to carry multiple video and data services and programming delivered
through fiber optic telephone lines or direct broadcast satellites, could result
in lower entry barriers for new channels and an expanded field of competing
services. In addition, the introduction of digital television, which can be
transmitted by satellite, cable or a terrestrial network, could result in new
competitors, particularly cable and satellite operators, for our own operations
and the proposed operations of any digital satellite television platform in
which we participate. We regularly monitor opportunities to increase
distribution of our programming, including opportunities presented by
technological developments that have the potential to create alternative
distribution platforms for our competitors and us.

RADIO

         Antenna FM competes for advertising revenue with other radio stations
in the Athens metropolitan area. Antenna FM's principal competitor is Skai,
which has a similar format to Antenna FM. Antenna FM also competes with Flash,
which has a news and current affairs format. In addition, Antenna FM competes
for revenue with other advertising media, such as television, newspapers,
magazines and outdoor advertising, and expects to compete with other sources of
entertainment to the extent they reduce radio listenership levels.


                                       32
<PAGE>

PUBLISHING

         Daphne competes for circulation and advertising revenue with other
magazine publishers and other print media. Daphne's principal competitors,
Lambrakis Press, Limberis Publications, Imako Media Net Group, Pegasus
Publishing and Attikes Ekdoseis, each publish magazines with similar subject
matter and target audiences as the 12 titles published by Daphne. Daphne also
competes for revenue with other advertising media, such as television,
newspapers, radio and outdoor advertising, and expects to compete with other
sources of entertainment to the extent they reduce magazine readership levels.

MUSIC RECORDING

         Heaven Music is a producer of compact discs, DVD's and cassettes of
local popular artists and authors for sale to distributors. Heaven Music
competes for revenue with other music recording companies.

REGULATION

         These regulations, with the exception of the licensing and ownership
requirements, apply to both private channels and government-owned channels.

TELEVISION BROADCASTING (FREE-TO-AIR)

         We are subject to regulation under Greek law, which must be consistent
with the minimum standards under EU laws and regulations.

         LICENSING

         GREEK REGULATION. Since private commercial television stations began
operating in Greece in 1989, various steps, short of the outright grant of
licenses, have occurred:

         o        in 1993, formal regulation of commercial television stations
                  and frequency allocations by Greek authorities began in the
                  form of Ministerial decisions issued in favor of Mega Channel,
                  Star TV, Alpha, New Tempo and Antenna, which contemplated
                  licenses having a seven-year term running from the issuance by
                  the government of formal license agreements; however, no such
                  license agreements were issued to any broadcaster;

         o        in 1995, the Greek law on mass media (or the Media Law), which
                  contemplates renewal procedures for television station
                  licenses, was enacted.

         o        in 1996, each private commercial television broadcaster's
                  authorizations, including our own, were extended to May 29,
                  1997;

         o        in 1997, a Ministerial decision allocated, on a
                  region-by-region basis throughout Greece, frequency
                  allocations to the government-owned stations, with the balance
                  reserved for private networks and to be awarded at the time
                  the licenses are renewed under the Media Law;

         o        in 1997 and 1998, the Greek Ministry of Press and Mass Media
                  requested television networks to submit applications for the
                  further extension of television broadcast licenses.

         o        a provision in the Greek legislation governing satellite
                  broadcasts and other subscription broadcast services (or the
                  Subscription Broadcast Law) confirms that existing television
                  broadcast authorizations, or those broadcasters that have
                  submitted applications for extensions of broadcast licenses,
                  will remain in force until the Minister of Press and Mass
                  Media formally acts on the applications.


                                       33
<PAGE>

         o        The Ministry did not act on these applications, as in the
                  meantime an amendment to the Greek Constitution provided that
                  the competence for the granting/renewal of such licenses would
                  be transferred to an independent administrative authority, the
                  National Broadcasting Council ("NBC"); and

         o        In September 2003 a Presidential decree was issued setting
                  forth the specifics of the licensing procedure to be followed
                  by applicants and the NBC (providing, among other things, that
                  existing licenses remain in force until NBC acts on the
                  applications of the new procedure), The decree was followed by
                  a detailed proclamation for licenses issued by the NBC, which
                  provided, among other things, for a December 1, 2003 filing
                  deadline for the relevant licensing applications. Antenna
                  timely filed its application and supporting documentation with
                  the NBC in accordance with existing laws, regulations and the
                  licensing proclamation and reasonably expects that the
                  application will be satisfied and its broadcast license
                  renewed.

         The Media Law provides that a rejection of a license may be made only
for cause and further provides that an applicant whose renewal application is
denied may appeal to the NBC as well as to the Greek administrative courts. The
annual license fee for a licensed broadcaster is 2% of gross revenue.

         EUROPEAN UNION REGULATION. The EU Broadcasting Without Frontiers
Directive (or the Directive) of October 3, 1989 describes basic principles for
the regulation of broadcasting activity in the EU. In essence, it provides,
that:

         o        each EU broadcasting service should be regulated by the
                  authorities of one member state (the "home member state"); and

         o        certain minimum standards should be required by each member
                  state of all broadcasting services which are regulated by that
                  state's authorities.

Greece, which is our "home member state," has, through Presidential Decree No.
236 issued in July 1992, given effect to the requirements of the Directive. The
EU Commission is responsible for monitoring compliance and can initiate
infringement proceedings against member states that fail properly to implement
the Directive.

         The Directive was amended on May 27, 1997. EU member states had to
implement the amended Directive (or the Amended Directive) through national
legislation within 18 months of the date. Greece has, through Presidential
Decree No. 100 issued in March 2000, given effect to the requirements of the
Amended Directive, with minor adjustments. The Amended Directive, as given
effect to by the Presidential Decree, provides that:

         o        member states must ensure access by the viewing public to
                  sporting events of "major importance" through terrestrial
                  transmission and to this end must proscribe arrangements
                  granting exclusive broadcast rights to these events to
                  operators of cable networks or other subscription-based
                  television networks;

         o        teleshopping programs (or "windows" as stated in the
                  Directive) must be at least 15 minutes in length. Windows may
                  not be interrupted by commercial breaks, and they may not sell
                  products addressed to minors or medical products. The time
                  allocated to teleshopping spots, which are differentiated from
                  windows, must not exceed six minutes per hour for prime time
                  (6:00 p.m. to 1:00 a.m.), with the exception of the months of
                  January, July and August when they can extend to 12 minutes in
                  prime time;

         o        member states must ensure a right of reply to anyone whose
                  reputation has been damaged by a television broadcast; and


                                       34
<PAGE>

         o        broadcasters, through the use of symbols describing program
                  content, are required to classify programs into categories
                  ranging from "suitable for all audiences" to "suitable for
                  adults only."

         The Directive currently requires member states to ensure "where
practicable and by appropriate means" that broadcasters reserve "a majority
proportion of their transmission time" for programs produced in Europe. In
applying this rule, broadcast time covering news, games, advertisements, sports
events, infomercials and teletext services is excluded. The Directive recognizes
that member states are to move progressively towards requiring their
broadcasters to devote a majority of relevant transmission time to programs
produced in Europe, having regard to the broadcaster's informational,
educational, cultural and entertainment responsibilities to its viewing public.
In June 1996, ministers of the EU member countries voted to retain the existing
system of voluntary restrictions. In doing so, they rejected amendments proposed
by the European Parliament to replace the "where practicable" standard with an
obligation on governments to ensure that broadcasters meet the quota. Greek
television stations in general, and we in particular, devote a majority of
relevant transmission time to works of European origin. In our case, we
substantially exceed the minimum quotas imposed by law.

         RESTRICTIONS ON ADVERTISING

         Although the Media Law does not impose limitations on the duration of
advertisements, it does provide that:

         o        not more than 15% of daily transmission time (which may be
                  increased to 20% for teleshopping spots, excluding
                  teleshopping windows, provided spot advertising does not
                  exceed 15% of daily transmission time) may be devoted to
                  advertising;

         o        spot advertising within a one-hour period may not exceed 20%;

         o        feature films or films made for television exceeding 45
                  minutes in length may be interrupted by advertising only once
                  every 45 minutes (and then only for a maximum of nine
                  minutes), and further interruption is permitted if the
                  duration exceeds 110 minutes;

         o        advertising during any other program must be separated by
                  intervals of at least 20 minutes and may not exceed four
                  minutes;

         o        news bulletins, current affairs programs and children's
                  programs of less than 30 minutes duration may not be
                  interrupted by advertising;

         o        advertising is to be inserted between programs, unless breaks
                  during programs do not affect the value and integrity of the
                  program; and

         o        advertising during televised sporting events and performances
                  comprising "autonomous parts" may occur only during the
                  intervals, and advertising during televised religious services
                  is prohibited.

         Television advertising of tobacco products, prescription drugs and
medical treatment requiring a prescription is prohibited, and television
advertising of alcoholic beverages is subject to certain limitations on content.
Over-the-counter medical products may be advertised on television.

         Limitations on advertisements aimed at protecting minors are described
in the 1993 Consumer Protection Law. With the exception of certain educational
toys, advertising of children's toys between 7:00 a.m. and 10:00 p.m. currently
is prohibited.

         Sponsored programs must be clearly identified as such. Programs may not
be sponsored by anyone or any entity whose main products or services are
prohibited by the Media Law. News programs may not be sponsored. The Amended
Directive provides that people involved in the sale or manufacture of medicinal
products available only by prescription may not sponsor programs.


                                       35
<PAGE>

         Although there are no restrictions imposed on licensed broadcasters
relating to political advertising, Greek law imposes restrictions on campaign
spending by politicians.

         The Media Law was also designed to add transparency to negotiations
between advertising agencies and broadcasters. The law had the effect of
eliminating, effective January 1, 1996, discounts offered to advertisers,
requiring advertisers to pay the full cost, and taxes based on such full cost,
set out in the broadcaster's price list for a particular time slot, as filed
with the Greek tax authorities. The Media Law permits broadcasters to offer cash
rebates, up to 9.9% of the cost of airtime purchased, subject to certain
conditions, including minimum levels of revenue paid per advertiser.

         Effective January 1, 1996, a joint directive of the Ministry of Press
and Mass Media and the Ministry of Finance, for the purpose of clarifying the
term "advertising" for purposes of Greek tax law, broadened the definition
beyond spots aired in return for cash payments to cover all publicity aired. The
decision also clarified a number of procedures relating to collection of taxes
from advertising. Because of the decision, advertisers including promoters of
musical events, theatrical performers and sound recordings among others, who,
until this time, were able to place free advertising on television using barter
arrangements, were faced with paying taxes on the value of such spots, at the
rate imposed by the Media Law of 36% plus statutory assessments, or
discontinuing the spots. Many of these advertisements, which for purposes of
advertising statistics had been included as part of "advertising expenditures,"
were discontinued beginning in January 1996.

         OWNERSHIP

         Non-EU participation in the share capital of a licensed Greek
broadcaster may not exceed 25%. Licensed broadcasters may acquire only one
license for a television channel and no shareholder, irrespective of
nationality, may hold more than 25% of the share capital of that broadcaster and
may not invest in, or serve as director or officer of, any other television
broadcaster or invest in, or serve as a director or officer of, more than one
other type of media enterprise, such as press or radio. Loans to the broadcaster
by shareholders, officers or directors may not exceed 5% of the share capital of
the broadcaster.

         The Media Law generally requires that shares of a licensed broadcaster
held by corporations must also be registered in the name of the natural persons
who are shareholders of those corporations. However, this requirement will not
apply to shares held by open-ended mutual funds qualifying as Undertakings for
Collective Investments in Transferable Securities (or UCITS) provided no single
UCITS holds more than 2.5% of our share capital and UCITSs in aggregate hold not
more than 10% of our share capital.

         If a shareholder's holdings exceed any of these thresholds, the Media
Law provides that such shareholder will not be eligible to exercise voting
rights or receive dividends or other distributions that are attributable to any
shares acquired which exceed such thresholds.

         A company that holds a broadcast license must manage and operate the
network. It may not assign management to a third party or delegate to third
parties the production or management of programs exceeding 30% of its monthly
transmission.

         PROGRAMMING CONTENT

         Under Greek law, at least 25% of a licensed broadcaster's transmission
time must be in the Greek language, and at least a majority of the transmission
time must represent works of EU origin, which includes works of Greek origin.
These minimums are exclusive of news, sports events, game shows, teletext,
infomercials, trailers and advertising.


                                       36
<PAGE>

         The Directive also requires that member states should ensure "where
practicable and by appropriate means" that broadcasters reserve at least 10% of
their transmission time (excluding time covering news, sports events, games,
advertising, infomercials and teletext services) or, at the option of the member
state, 10% of their programming budget, for European works created by producers
who are independent of broadcasters. An adequate proportion of the relevant
works should be recent works (that is, works produced within the last five years
preceding their transmission). We are in compliance with these provisions of the
Directive.

SUBSCRIPTION BROADCASTING

         LICENSING

         The Subscription Broadcast Law regulates television and radio
broadcasts on a subscription basis. Different regulations apply depending on
whether the broadcaster is broadcasting signals via satellite (a satellite
broadcaster) or a terrestrial network (a terrestrial broadcaster). The
Subscription Broadcast Law contemplates that an authorized broadcaster would
obtain a license and would enter into a contract with the government.

         A broadcaster may hold a license for subscription satellite broadcasts
and a license for subscription terrestrial broadcasts. A shareholder of a
subscription satellite broadcaster or subscription terrestrial network may hold
shares in another broadcaster that broadcasts in the other medium. A shareholder
of a subscription terrestrial broadcaster cannot hold more than 40% of the stock
or voting power of this type of broadcaster; no similar limitation applies to
shareholders of subscription satellite broadcasters or cable broadcasters. A
license holder under the Subscription Broadcast Law cannot itself hold a license
for free television broadcasting, but can participate as a shareholder in a
company that holds a broadcast license for free television. A free television
broadcaster can hold up to 40% of the stock or voting power of a subscription
terrestrial broadcaster and up to 100% of the stock or voting power of a
subscription satellite broadcaster or a subscription cable broadcaster.

         A license holder must pay (euro)44,021 per 24 hours of total scheduled
daily broadcasts. In addition, a satellite or terrestrial broadcaster must pay
an annual fee of 0.5% of gross revenue, increasing by 0.5% every two years, and
a terrestrial broadcaster must pay a flat fee of 3.5% of gross revenue. License
holders must provide letters of credit in the amount of (euro)0.44 million per
24 hours of total broadcast time per day (up to a maximum of (euro)4.40
million).

         To date, NetMed operates the only two subscription television networks
in Greece:

         o        the Filmnet bouquet, a terrestrial service operated by
                  MultiChoice Hellas, a subsidiary of NetMed, and ERT, the Greek
                  public broadcaster; and

         o        the Nova bouquet, distributed via satellite by MultiChoice
                  Hellas, owner of the digital satellite license.

         OWNERSHIP

         To obtain a license, a subscription broadcaster must be a Greek SOCIETE
ANONYME and its registered office, principal executive office and management
must be located in the EU. The shares of these broadcasters must be in
registered form. If the owner of these shares is a corporation, then the shares
held by that corporation must also be registered on the shareholder register in
the name of the individual shareholders of that corporation as well. This
requirement does not apply to foreign corporations that have strong financial
standing and have been engaged in audiovisual production for at least three
years, a mutual


                                       37
<PAGE>

fund or a company whose shares are listed on a recognized stock exchange or
quotation system. The availability of any such exemption is subject to NCRT
approval.

         Any company providing services such as subscriber management services,
satellite facilities and encrypting or decoding equipment, must be a Greek
SOCIETE ANONYME, with share capital meeting the same requirements as the share
capital of a holder of a license under the Subscription Broadcast Law. Content
providers, unless they are broadcasters of free television programming, properly
licensed in their own jurisdictions, must meet certain requirements, depending
upon whether they are broadcasters themselves or program suppliers.

         PROGRAMMING CONTENT FOR SUBSCRIPTION TELEVISION BROADCASTS

         If a license holder transmits more than an aggregate of 120 hours of
programming per day across all of its broadcast channels, it must dedicate 10%
of its broadcast time to the State, up to a maximum of 24 hours per day. If a
license holder broadcasts more than an aggregate of 240 hours of programming per
day across all of its broadcast channels, for at least one year, it must
allocate at least 10% of available airtime to new entrants.

         At least 25% per month of total airtime must represent programming in
the Greek language. During the first year of operations, at least 30% of
non-Greek programming must be dubbed or subtitled, with the percentage
increasing each following year by 5%, up to a maximum of 50%. In calculating
these requirements, broadcasts of exclusively musical content are excluded from
total airtime. At least 25% of yearly total airtime broadcast must represent
works produced in the EU, which percentage increases 5% each year up to a
maximum of 45%. At least 10% of total yearly airtime must represent independent
works.

         The Subscription Broadcast Law contemplates that a presidential decree
will be issued defining "major events," the broadcasts of which cannot be
restricted to subscription broadcast.

RADIO BROADCASTING (FREE-TO-AIR)

         Free terrestrial radio broadcasting in Greece is subject to provisions
of the Media Law. The restrictions on advertising on radio are substantially
similar to the restrictions applicable to advertising on television. Although
any one person can hold up to 100% of the share capital of a radio broadcaster,
the provisions of the Media Law concerning concentrations in ownership of other
media apply to radio broadcasters as well, as do the provisions concerning
registration of shares of a radio broadcaster.

         Antenna Radio acquired its license to operate after the granting of its
application by the Ministry of Press and the NBC on May 24, 2001 and is one of
the 35 licensed and legally operating radio stations in greater Athens area.

PUBLISHING

         Under Greek law, a "magazine" is defined as a periodical publication
distributed to the public at least once every three months. Magazine publishers,
including Daphne, are not subject to cross-media ownership restrictions, nor are
there any percentage restrictions on shareholder participation in a magazine
publishing company's share capital.

         Greek law generally requires that shares of a Greek magazine publishing
company held by corporations must also be registered in the name of the natural
persons who are shareholders of those corporations. However, this requirement
will not apply to shares of a magazine publishing company held


                                       38
<PAGE>

by UCITSs provided no single UCITS holds more than 2.5% of its share capital and
UCITSs in aggregate hold not more than 10% of its share capital.

CROSS-MEDIA RESTRICTIONS

         The Media Law provides:

     o   no shareholder of a licensed broadcaster may invest in, or serve as
         director or officer of, any other television broadcaster. However:

         o        a shareholder, director or officer of a licensed free-to-air
                  television broadcaster may also participate in no more than
                  two subscription broadcasters, provided that each such
                  subscription broadcaster transmits under a different platform.
                  The different platforms are cable, satellite or terrestrial;
                  and

         o        a shareholder, director or officer of a subscription
                  broadcaster may also participate in no more than one other
                  subscription broadcaster, provided that such other
                  subscription broadcaster transmits under a different platform.

     o   no shareholder of a licensed broadcaster may invest in, or serve as a
         director or officer of, more than two types of media enterprises. Media
         enterprises mean:

         o        television broadcasters of any kind;

         o        radio broadcasters of any kind; and

         o        daily press publishers (excluding magazines).

         A licensed free-to-air television broadcaster may not directly own a
license for a subscription television network or a radio broadcaster. A
subscription television license holder may not hold a license for a free-to-air
television or radio broadcaster, however such a company may be a shareholder in
the capital of a free-to-air television or radio broadcaster.

INSURANCE

         We maintain comprehensive insurance coverage that covers our offices,
equipment and other property (subject to customary limits) from damage due to
natural disasters or other similar events.

LEGAL PROCEEDINGS

         We are involved in litigation arising in the normal course of our
business. Management does not believe that any legal proceedings pending against
us, will individually or in the aggregate, adversely harm our business.

C.       ORGANIZATIONAL STRUCTURE

         As of March 30, 2004, the following are our significant subsidiaries,
their jurisdiction of incorporation and the percentage of shares that we hold in
these subsidiaries:

         o        Nova Televizia S.A. (Bulgaria)
                  100%

         o        Radio Express S.A. (Bulgaria)
                  100%


                                       39
<PAGE>

         o        Part Time Simvouleftiki S.A. (Greece)
                  100%

         o        Antenna Spoudastiki EPE (Greece)
                  100%

         o        Pacific Broadcast Distribution Ltd. (Liberia)
                  100%

         o        Audiotex S.A. (Greece)
                  100%

         o        Daphne Communications S.A. (Greece)
                  51%

         o        Radiotileoptikes Epihirisis S.A. (Greece)
                  (Antenna Radio) 99.97%

         o        Antenna Internet S.A. (Greece)
                  100%

         o        Heaven Music S.A (Greece)
                  86%

         o        Fame Studio Limited (Greece)
                  100%

D.       PROPERTY, PLANT AND EQUIPMENT

PROPERTIES

         Our properties consist primarily of broadcasting, production,
warehouse, publication and office facilities, most of which are located in the
Athens metropolitan area. Our principal office and nearby studio, where we
produce and air our daily talk shows and current affairs programs, contain
approximately 4,100 square meters of leased office and studio space. We operate
four additional leased studios in Athens aggregating approximately 2,500 square
meters, supporting studio space of approximately 2,050 square meters. All of
these studios have both production and on-air capabilities with fiber optic and
microwave links to our principal office facilities.

         We own 32,629 square meters of land in a northern suburb of Athens, on
which we may relocate our offices and production facilities. A portion of the
land (6,000 square meters) was purchased directly from the owner, and the
balance was acquired indirectly through our acquisition of Part Time S.A. (now
Part Time Simvouleftiki S.A.). We also own office and studio space of
approximately 1,656 square meters in Thessaloniki, in northern Greece.

         We own approximately 150 transmission facilities (towers and relay
stations), which provide coverage to approximately 99% of Greek households. In
addition, we make use of approximately 300 additional transmission facilities
(typically provided by local municipalities) to enhance reception in other more
remote areas of Greece. During 2001, we installed 10 new transmitters of various
sizes (1, 5 and 10 KW) and upgraded some of our existing ones. Our private and
state-run competitors generally operate separate transmission facilities. We use
satellite relay facilities to reduce the costs of operating our terrestrial
relay


                                       40
<PAGE>

facilities. We continue to explore opportunities to make use of our transmission
towers for telecommunication services provided by third parties.

         Our radio broadcasting facilities are located within our principal
office. We have one broadcasting studio, three production studios and an editing
studio, all of which are fully digitized. We also own three radio transmitters
that transmit our radio signal throughout the Athens metropolitan area.

         Daphne leases approximately 7,000 square meters of office, warehouse
and factory space, which houses our printing facilities, as well as a
photography studio, in the Athens metropolitan area, from which it conducts its
operations.

ITEM 5.           OPERATING AND FINANCIAL REVIEW AND PROSPECTS

         YOU SHOULD READ THE FOLLOWING TOGETHER WITH OUR CONSOLIDATED FINANCIAL
STATEMENTS AND THE NOTES TO THOSE FINANCIAL STATEMENTS. WE MAINTAIN OUR
ACCOUNTING RECORDS AND PUBLISH OUR STATUTORY FINANCIAL STATEMENTS FOLLOWING
GREEK TAX AND CORPORATE REGULATIONS. CERTAIN ADJUSTMENTS HAVE BEEN MADE TO THESE
RECORDS TO PREPARE THE CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL
INFORMATION IN THIS ANNUAL REPORT. YOU SHOULD READ THE INFORMATION UNDER
"FORWARD-LOOKING STATEMENTS" FOR SPECIAL INFORMATION ABOUT OUR INTERPRETATION OF
FORWARD-LOOKING INFORMATION.

GENERAL

         We derive a substantial portion of our revenue from the sale of
television advertising time. We also derive revenue from related parties, which
is primarily derived from syndicating our own programming, and from publishing
as well as other sources.

         Our revenue fluctuates throughout the year, with television advertising
revenue usually at its lowest level during the third fiscal quarter (14.2% of
total net television advertising revenue in 2003), and usually at its highest
level during the fourth fiscal quarter (28.4% of total net television
advertising revenue in 2003) or the second fiscal quarter (35.9% of the total
net television advertising revenue in 2003). Our total advertising revenue was
up 4.5% in 2003 as compared to 2002.

         In November 2000, Nova Television, our Bulgarian TV station, was
awarded a 10-year nationwide license. In the second quarter of 2001, however, as
a result of an action of a third party against Bulgarian government, an
administrative court in Bulgaria declared this license void because the
Bulgarian government did not follow certain procedures when the license was
issued. On July 18, 2003, the Bulgarian government reissued the license to Nova
Television. Nova Television has re-commenced operations as a nationwide
television station, and we intend to invest approximately (euro)4.5 million
($5.2 million) in Bulgaria between the end of 2003 and 2008 to upgrade the
network.

REVENUE

         The following table sets forth the percentage of our revenue by source
for the past three years.

<TABLE>
<CAPTION>
SOURCE                                                 2001           2002           2003
<S>                                                    <C>            <C>            <C>
Advertising revenue.............................      71.8%           72.5%         70.9%

Related party (programming) revenue.............       3.7             3.4           3.0

Publication revenue.............................       12.9           11.5           13.0
</TABLE>


                                       41
<PAGE>

<TABLE>
<CAPTION>
SOURCE                                                 2001           2002           2003
<S>                                                    <C>            <C>            <C>
Other revenue...................................       11.6           12.6           13.1

Total revenue...................................       100%           100%           100%
</TABLE>


ADVERTISING REVENUE

         Television advertising is sold in time increments and is priced
primarily on the basis of the program's popularity, as demonstrated by its
ratings, within the demographic group that an advertiser desires to reach. In
addition, advertising rates are affected by such factors as the number of
advertisers competing for the available time and the availability of alternative
advertising media.

         Substantially all of our television advertising revenue is generated
from national advertising arrangements and contracts with local and
international branches of advertising agencies, representing both multinational
and national advertisers.

         We currently use our own sales force to sell advertising time.
Arrangements for advertising are reached during the first quarter of each year,
at which time estimates of annual revenue are determined. Advertising time
generally is reserved on a monthly basis, with a small proportion booked on a
spot basis. Advertising revenue is recorded when the advertisement is aired. As
is common in the industry, we provide certain advertising agencies with an
incentive rebate of up to a maximum of 9.9% of the cost of the airtime
purchased, as permitted by law. At the end of each year, the rebates are
calculated and the advertising agencies, which are entitled to a rebate, then
invoice us for an airtime credit for the following year that reflects the
rebate. These rebates are estimated and accrued on a quarterly basis as the
related revenues are earned. Revenue is recorded net of the rebates. While most
advertising arrangements tend to be reviewed on an annual basis, and typically
they are renewed, we seek to develop and maintain long-term relationships with
the agencies and advertisers.

         While we sell a significant portion of our available television
advertising time, we do not sell all of it. In 2003 we sold approximately 93.9%
of total available advertising time during prime time broadcasts and
approximately 82.6% of total available advertising time, including dead time
allocated to audiotext, our magazines, infomercials and home shopping. See "Item
4. --Information on the Company--Business--Television Advertising--General." We
use a variety of means to utilize unsold advertising time in all time periods
(commonly referred to as "dead time") to improve our operating results and cash
flows. These other sources are audiotext and infomercials. We derive revenue
from our majority-owned subsidiary, Audiotex, which generates audiotext revenue,
and from Epikinonia Ltd, which produces infomercials and pays us for production
and technical support.

RELATED PARTY (PROGRAMMING) REVENUE

         We also derive revenue from royalties received from syndicating our own
programming. These programming sales are made to a variety of users, including a
television network in Cyprus operated by Antenna TV Ltd. (Cyprus) (or Antenna
Cyprus) and broadcasters targeting Greek-speaking viewers in the United States,
Canada and Australia. Sales of programming to Greek-speaking viewers are made in
the United States and Canada through an affiliated entity, Antenna Satellite TV
(USA) Inc. (or Antenna Satellite), and in Australia through our wholly owned
subsidiary, Pacific Broadcast. Revenue derived from Antenna Satellite, Antenna
Cyprus and Pacific Broadcast represented revenue from sources outside


                                       42
<PAGE>

Greece. See note 30 to our consolidated financial statements. In addition, we
sell selected news footage to other news broadcasters around the world. See
"Item 4. --Information on the Company--Business--Our Strategy" and "Item 4.
--Information on the Company--Business--Other Sources of Revenue."

PUBLISHING REVENUE

         Since acquiring a 51% interest in Daphne in October 1999, we have
derived circulation and advertising revenue from the publication of a wide
variety of Greek magazines. These magazines cover subject matters ranging from
style and fashion to parenting, cooking and health, from politics to astrology
and from entertainment to shipping and defense. We also derive revenue from the
printing of books, magazines, pamphlets and other publications for third
parties.

OTHER REVENUE

         Other revenue is derived from:

         o        program sales;

         o        sales of recorded music (principally Greek pop hits) in
                  compact disc, DVD and cassette format that we produce with
                  local popular artists and authors;

         o        Visa(R)card fees and commissions;

         o        the provision of technical services and infotainment services,
                  such as news information, sports results and horoscopes;

         o        SMS services and message services related to reality
                  television shows;

         o        tuition fees; and

         o        pay television fees.

COSTS AND EXPENSES

         Cost of sales includes the costs of acquiring foreign programming and
Greek features, the cost of gathering, producing and broadcasting news as well
as publication costs. Selling, general and administrative expenses (or SG&A)
includes payroll costs and sales, marketing and promotion costs, broadcast
license fees and other operating and administrative expenses.

         Programming costs are generally either expensed as cost of sales in the
year incurred or capitalized and amortized over a period of two to four years.
Programs that are expensed in the current period include news programs and a
portion of acquired programming, principally Greek features. For such
programming, substantially all of the value is realized upon the initial
broadcast, either because of the topical nature of the programming or, in the
case of acquired programming, contractual limitations on subsequent broadcasts.
Acquired foreign programs, which have contracts limiting our broadcasts to a
specific number during their term (usually two broadcasts during a two- or
three-year period), are expensed in equal portions each time the program is
broadcast. The costs of other programming, such as series, soap operas, shows,
and made-for-television movies, where substantial value can be realized through
multiple broadcasts or syndication, are capitalized as an asset and amortized,
unless we determine during the current period that a program is unlikely to
generate revenue in future periods, in which case the associated costs are
expensed in the current period.


                                       43
<PAGE>

         An important component of our strategy for maximizing operating
performance and long-term profitability is to continue making investments in
programming to build up our own programming library. This strategy has been
implemented over the past several years by significantly increasing our
programming expenditures. We retain all rights to the programming in our library
and believe that these rights may represent values in excess of net book value.
This value is demonstrated by the advertising revenue generated from
re-broadcasting programming produced in prior years and from programming
syndicated to other networks, including programming for which the production
costs have been fully amortized. In certain cases, advertising revenue has
exceeded the advertising revenue generated from the initial broadcast. We expect
to continue to expand our programming library and to exploit the library through
the airing of reruns and the distribution and syndication of broadcast rights to
third parties. Programming from the library is broadcast to Greeks abroad
through third parties and in the future will also be broadcast directly.
Management will continue to evaluate the total estimated revenues as new markets
are entered and revenues are realized.

ACQUISITIONS

         In 2001, we:

         o        commenced our Internet activities/services and became a 99.99%
                  shareholder in a newly established company, Antenna Internet
                  S.A. We signed a memorandum of understanding with
                  Vodafon/Panafon, to offer content to Vodafon/Panafon's mobile
                  phone subscribers using wireless application protocol
                  services;

         o        became a 75% shareholder in a newly established music company,
                  Heaven Music S.A., and (euro)44.0 thousands was contributed as
                  an initial investment. In September 2003, we increased our
                  equity participation to 86%;

         o        established "Antenna Pay TV", which acquired a 5% interest in
                  NetMed N.V., which interest, as a result of the issuance by
                  NetMed of shares to an additional strategic investor, is now
                  4.18%. Antenna Pay TV owns 100% of Antenna Program Management
                  SA, which we established in the last quarter of 2003 to
                  acquire the right from "Antenna Gold Overseas Ltd (also a
                  direct subsidiary of Antenna Pay TV Ltd) to compile and offer
                  "Antenna Gold", a television channel that was launched on the
                  NetMed platform in 2002; and

         o        became an indirect shareholder (80% interest) in VIPS 24 a
                  newly established company, for an initial investment of
                  (euro)47,000. VIPS 24 is fully consolidated with Antenna
                  Internet.

         In 2003, we established "Fame Studio Ltd." Fame Studio is expected to
complement the existing activities of Antenna Spoudastiki by providing courses
to singers and other talent seeking work in the music industry. It is also
expected that Fame Studio will facilitate the talent scouting activities of
Heaven Music.

PUT OPTION IN RESPECT OF EUROHOLDINGS CAPITAL & INVESTMENT CORP.

         We previously reported that, in order to protect the value of our
investment in Euroholdings Capital & Investment Corp. (previously known as
Athenian Capital Holdings S.A.), our Chairman, Mr. Minos Kyriakou, agreed to
underwrite our investment such that in the event that we continue to hold shares
in Euroholdings ("Euroholding Shares") on December 31, 2003, and the value of
the Euroholding Shares on such day (as measured based on average closing prices
for the preceding 20 trading days) does not exceed our aggregate purchase price,
our Chairman would purchase our Euroholdings Shares for an amount equal to such
purchase price. Our Chairman would pay this amount plus interest reflecting our


                                       44
<PAGE>

return on bank deposits. These undertakings were reflected in an agreement,
dated June 14, 2001 (the "Put Agreement").

         We announced, in late December 2003, that we were in discussions with
our Chairman regarding the exercise of the put under the Put Agreement. These
discussions were prompted by the adverse tax consequences to us of a current
exercise of the put under the Put Agreement. In connection with those
discussions, we appointed a special committee comprised of our two independent
directors (Panagiotis Fotilas and George Antypas) to consider what action to
take in respect of the Put Agreement. The special committee, in turn, retained
Piraeus Bank to act as independent financial advisor and to render a fairness
opinion as to any action taken in respect of the Put Agreement. These procedures
were adopted in compliance with our obligations under the indentures governing
our senior notes, which restrict our ability to enter into transactions with
affiliates, which would include our Chairman.

         The special committee resolved to amend the Put Agreement, by extending
the term of the put obligation to December 31, 2008, provided that in the event
we fail to pay any amounts due under the senior notes, the Chairman would
immediately become obligated to purchase the Euroholding Shares and pay all
amounts owing in connection with such purchase and, provided, further, that we
would have the right to put the Euroholding Shares to the Chairman at any time
at our election prior to December 31, 2008. We also retain the right to sell the
Euroholding Shares in the market at any time and to the extent that the sale
price of the shares is less than the initial purchase price, the Chairman is
obligated to indemnify us for any shortfall from the initial purchase price.
Piraeus Bank issued a fairness opinion, dated March 16, 2004, to the effect that
the deferral of our rights under the Put Agreement, subject to amendments
described in the preceding sentence, would be fair to us from a financial point
of view.


                                       45
<PAGE>

A.       OPERATING RESULTS

         The table below presents, for the periods indicated, certain statement
of operations data as a percentage of total net revenue:

<TABLE>
<CAPTION>
                                                      FISCAL YEAR ENDED DECEMBER 31,
                                                      ------------------------------
                                                         2001        2002       2003
                                                         ----        ----       ----
                                                     (IN PERCENT)
<S>                                                    <C>          <C>        <C>
Net Revenue

   Advertising revenue.............................     71.8%        72.5%      70.9%

   Related party revenue...........................      3.7          3.4        3.0

   Publication revenue.............................     12.9         11.4       13.0

   Other revenue...................................     11.6         12.7       13.1
                                                       -----        -----      -----
     Total net revenue.............................    100.0        100.0      100.0

Cost of sales......................................     40.0         41.4       39.7

Selling, general and administrative expenses.......     17.7         18.2       19.9

Amortization of programming costs..................     27.7         28.1       28.8

Depreciation and amortization......................      4.9          5.0        3.8
                                                       -----        -----      -----
Operating income...................................      9.7          7.3        7.8

Interest (expense), net............................    (11.8)       (13.2)     (11.4)

Foreign exchange (losses) gains net................     (3.2)         6.0        5.1

Equity in net income of unconsolidated affiliate...       --           --         --

Related party commission income....................       --           --         --

Other income (expense), net........................    (24.0)        (1.3)      (0.5)

Minority interest in (profit) loss  of
   unconsolidated subsidiaries                           0.9          0.4        0.0
                                                       -----        -----      -----
Earnings (loss)  before income taxes...............    (28.4)        (0.8)       1.0

(Provision) benefit  for income taxes..............      9.0         (0.5)      (0.9)

Extraordinary gain on repurchase of senior notes...      0.2           --         --

Cumulative effect of a change in accounting
   principle.......................................     (0.4)        (0.6)        --
                                                       -----        -----      -----
Net income (loss) .................................    (19.6)        (1.9)       0.1
                                                       =====        =====      =====
</TABLE>


FISCAL YEAR ENDED DECEMBER 31, 2003
COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2002

         REVENUES. Total net revenue increased (euro)11.5 million, or 6.8%, from
(euro)168.9 million in 2002 to (euro)180.4 Million in 2003. This increase was
attributable primarily to an increase of:

         o        (euro)5.1 million in revenue from Daphne, reflecting the
                  publication of a new magazine title and increased magazine
                  circulation;

         o        (euro)2.6 million of revenue from Antenna Internet, reflecting
                  an increase in sales of SMS services;

         o        (euro)2.4 million of revenue from Antenna TV's operations,
                  mainly due to advertising price increases;


                                       43
<PAGE>

         o        (euro)1.9 million of revenue from Nova Bulgaria, mainly due to
                  advertising price increases as well as increased levels of
                  advertising; and

         o        (euro)1.7 million of revenue from Heaven Music, mainly due to
                  higher sales volume.

This increase was partially offset by a decrease in revenue of (euro)1.4 million
from Audiotex.

         Advertising revenue, which comprised 70.9% of total net revenues for
2003, increased (euro)5.5 million, or 4.5%, from (euro)122.4 million in 2002 to
(euro)127.9 million in 2003. This increase was attributable primarily to an
increaSE of:

         o        (euro)3.6 million, or 3.4%, in advertising revenue from
                  Antenna TV's operations;

         o        (euro)1.6 million, or 44.1%, in advertising revenue from Nova
                  Bulgaria; and

         o        (euro)0.5 million, or 6.2%, in advertising revenue from
                  Daphne.

This increase was partially offset by a decrease in advertising revenue from
Antenna Radio of (euro)0.2 million, or 3.6%, primarily due to the shift of
advertising expenditure from informative to music radio stations.

         Related party revenue decreased (euro)0.2 million, or 3.6%, from
(euro)5.7 million in 2002 to (euro)5.5 million iN 2003, primarily due to a
decrease of revenue from Antenna Cyprus, partially offset by an increase in
revenues from Epikinonia Ltd, Makedonia TV and Echos & Rythmos Radio.

         Publication revenue increased (euro)4.0 million, or 20.8%, from
(euro)19.4 million in 2002 to (euro)23.4 million IN 2003, due to the launch of a
new magazine title, an increase in magazine sales volume and an increase in
printing services revenue from third parties.

         Other revenue increased (euro)2.2 million, or 10.5%, from (euro)21.4
million in 2002 to (euro)23.6 million in 2003. This increase was principally the
result of an increase of:

         o        (euro)2.6 million of other revenue from Antenna Internet due
                  to an increase in revenue from SMS services related to reality
                  television programs;

         o        (euro)1.7 million, or 46.6%, of other revenue from Heaven
                  Music; and

         o        (euro)0.6 million of other revenue from Daphne.

The increase was partially offset by a decrease of other revenue from Audiotex
of (euro)1.4 million and a decrease of other revenue from Antenna TV of
(euro)0.8 million.

         COST OF SALES. Cost of sales increased (euro)1.6 million, or 2.3%, from
(euro)70.0 million, or 41.4% of total net revenue, in 2002 to (euro)71.6
million, or 39.7% of total net revenue, in 2003. The increase was attributable
primarily to an increase of Daphne cost of sales of (euro)3.7 million, or 14.6%,
principally reflecting increased printing costs associated with higher magazine
sales volumes and other cost associated with the launch of a new magazine and
the publication of a new special edition magazine. The increase was also due, to
a lesser extent, to an increase of Heaven Music's cost of sales of (euro)1.3
million, or 55.1%, due to higher sales volume. The increase in cost of sales was
partially offset by a decrease of (euro)2.2 million of Antenna TV cost of sales
mainly due to lower costs for reality shows and a decrease of (euro)0.6 million
of Audiotex cost of sales mainly due to a decrease in royalties associated with
lower sales volume.


                                       47
<PAGE>

         SG&A. SG&A increased (euro)5.2 million, or 16.9%, from (euro)30.8
million, or 18.2% of total net revenue, in 2002 To (euro)36.0 million, or 19.9%
of total net revenue, in 2003. This increase was attributable primarily to an
increase in SG&A of (euro)2.2 million from Antenna TV's operations mainly due to
the increased payroll costs and increased costs for frequency and other fees
and, to a lesser extent, to an increase in SG&A of (euro)1.4 million from Daphne
mainly due to a provision for losses of legal claims against Daphne, a provision
for obsolete inventory as well as an increase in payroll costs, and an increase
in SG&A of (euro)1.1 million from Nova Bulgaria associated with the acquisition
of nation-wide license and the addition of SG&A from Fame Studio which did not
operate last year. The increase in SG&A was partially offset by a decrease of
(euro)0.3 million in SG&A of Antenna Radio.

         AMORTIZATION. Amortization of programming costs increased (euro)4.6
million, or 9.7%, from (euro)47.4 million in 2002 to (euro)52.0 million in 2003.
This increase was attributable primarily to higher amortization related to the
increased programming costs incurred in the previous years due to investment in
Greek programming with high quality standards and cost as a result of the strong
competition.

         DEPRECIATION AND OTHER AMORTIZATION. Depreciation decreased (euro)1.6
million from (euro)8.4 million in 2002 to (EUro)6.8 million in 2003. This
decrease was attributable primarily to a decrease in depreciation of (euro)0.9
million from Daphne and a decrease in depreciation of (euro)0.5 million from
Antenna TV, resulting from fully depreciated cost of assets, such as leasehold
improvements and miscellaneous printing equipment with net book value of
approximately (euro)1.3 million.

         OPERATING INCOME. Operating income increased (euro)1.8 million, or
14.6%, from (euro)12.2 million in 2002 to (eurO)14.0 million in 2003, mainly as
a result of an increase in total net revenues and, to a lesser extent, a
decrease in depreciation, partially offset by an increase in SG&A, amortization
of programming costs and costs of sales. This increase primarily reflected:

         o        an increase of(euro)2.7 million in operating income from
                  Antenna Internet;

         o        an improvement of(euro)1.0 million in operating loss of
                  Daphne;

         o        an increase of(euro)0.3 million in the operating income of
                  Antenna Radio;

         o        an improvement of(euro)0.3 million in the operating loss of
                  Nova Bulgaria;

         o        an increase of(euro)0.2 in the operating income of Heaven
                  Music; and

         o        an increase of(euro)0.1 in the operating income of Antenna
                  School;

This improvement was partially offset by a decrease in operating income of
Antenna TV of (euro)1.7 million due to higher programming amortization costs and
a decrease in operating income of Audiotex of (euro)1.1 million.

         INTEREST EXPENSE, NET. Interest expense, net decreased (euro)1.4
million, or 6.5%, from (euro)22.1 million in 2002 to (euro)20.6 million in 2003,
primarily the result of the partial repurchase of certain of our senior notes.

         FOREIGN EXCHANGE GAINS, NET. Despite the slightly higher appreciation
of the euro relative to the U.S. dollar in 2003 as compared to 2002, foreign
exchange gains decreased (euro)0.8 million in 2003, from a gain of (euro)10.2
million to a gain of (euro)9.4 million. This decrease was primarily due to our
higher U.S. dollar indebtedness in 2002 as compared to 2003.


                                       48
<PAGE>

         OTHER INCOME (EXPENSE), NET. Other expense, net decreased (euro)1.5
million from an expense of (euro)2.4 million IN 2002 to an expense of (euro)0.9
million in 2003. The improvement was primarily attributable to the fact that we
recorded a loss resulting from the other-than-temporary decline in the fair
value of our marketable equity securities of Euroholdings Capital & Investment
Corp. (previously known as Athenian Capital Holdings S.A.) in 2002. We did not
record a further other-than-temporary decline in the fair value of our
marketable equity securities in 2003.

         PROVISION FOR INCOME TAXES. Provision for income taxes increased
(euro)0.7 million from (euro)0.9 million in 2002 TO (euro)1.6 million in 2003.
This increase was primarily due to an increase in operating income, an increase
in non-deductible general expenses, additional taxes and a decrease in tax
benefit from minority interest. This increase was partially offset by a reversal
of the valuation allowance associated with the deferred tax assets of Nova
Bulgaria, since Nova Bulgaria recommenced operations as a national television
station. As such, Nova Bulgaria is expected to generate sufficient taxable
income to realize the deferred tax assets.

         CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. In March 2002,
as a result of our goodwill impairment evaluation undertaken in connection with
the adoption of FASB Statement No. 142, an impairment loss of (euro)0.9 million,
net of tax was recorded as a cumulative effect of a change in accounting
principle for 2002 (see note 1 to our consolidated financial statements).

         NET (LOSS) INCOME. Net (loss) income improved (euro)3.4 million from a
net loss of (euro)3.2 million in 2002 to nET income of (euro)0.15 million in
2003. This improvement was primarily attributable to;

         o        the increase in operating income of Antenna Internet;

         o        the decrease in operating losses of Daphne;

         o        the increase of operating income of Antenna Radio;

         o        the decrease of operating losses of Nova Bulgaria;

         o        the increase in the operating income of Heaven Music and
                  Antenna School.

Additionally, the improvement was also a result of the underlying decrease in
other expense, and a decrease in interest expense. The improvement was partially
offset by a decrease in the operating income of Antenna TV and Audiotex, in
foreign exchange gains and an increase in provision for income taxes.

FISCAL YEAR ENDED DECEMBER 31, 2002
COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2001

         REVENUE. Total net revenue increased (euro)10.8 million, or 6.8%, from
(euro)158.1 million in 2001 to (euro)168.9 MIllion in 2002. This increase was
primarily attributable to an increase in:

         o        revenue from Antenna TV's operations of(euro)9.8 million, or
                  9.2%, from(euro)107.0 million in 2001 to(euro)116.8 million in
                  2002;

         o        revenue of(euro)1.6 million, or 81.3%, from Heaven Music;

         o        revenue of(euro)0.8 million, or 14.6%, from Audiotex; and

         o        revenue of(euro)0.4 million, or 9.7%, from Nova Bulgaria.


                                       49
<PAGE>

This increase was partially offset by a decrease of (euro)1.9 million in
revenues from Daphne.

         Advertising revenue, which comprised 72.5% of total net revenues for
2002 (71.8% in the prior period), increased by (euro)8.9 million, or 7.8%, from
(euro)113.5 million in 2001 to (euro)122.4 million in 2002. This increasE
principally reflected an increase in advertising revenue of (euro)9.3 million
from Antenna TV's operations, primarily due to the overall increase in
advertising expenditures in the Greek market, partially offset by a decrease of
(euro)0.4 million in revenue from Nova Bulgaria.

         Related party revenue, decreased (euro)0.1 million, or 1.5%, from
(euro)5.8 million in 2001 to (euro)5.7 million IN 2002.

         Publication revenue, decreased (euro)1.0 million, or 5.1%, from
(euro)20.4 million in 2001 to (euro)19.4 million IN 2002. The decrease was a
result of the increased competition from newspaper publishers.

         Other revenue increased (euro)3.0 million from (euro)18.4 million in
2001 to (euro)21.4 million in 2002. This incREAse was primarily attributable to
an increase in:

         o        revenue from Heaven Music of(euro)1.6 million, or 81.1%, an
                  increase in other revenue from Audiotex of(euro)0.8 million or
                  14.6%;

         o        other revenue from Nova Bulgaria of(euro)0.8 million; and

         o        other revenue from Antenna TV's operations of(euro)0.7 or
                  16.8%.

This increase was partially offset by a decrease in other revenue from Daphne of
(euro)0.9 million or 34.2%.

         COST OF SALES. Cost of sales increased (euro)6.7 million, or 10.6 %,
from (euro)63.3 million, or 40.0% of total NET revenue, in 2001 to (euro)70.0
million, or 41.4% of total net revenue, in 2002. This increase was attributable
primarily to an increase of (euro)7.7 million of cost of sales from Antenna TV's
operations, due primarily to airing the new reality shows BIG BROTHER and FAME
STORY and to lesser extent to airing foreign and Greek features, partially
offset by a decrease in the cost of news. Furthermore the cost of sales increase
was attributable to an increase in the cost of sales of (euro)1.2 million from
Audiotex, (euro)0.8 million from Heaven, and of (euro)0.6 millION from Daphne.
These increases were partially offset by decreases in cost of sales of Antenna
Internet and Nova Bulgaria of (euro)1.4 million and (euro)1.3 million,
respectively.

         SG&A. Selling General & Administrative expense increased (euro)2.8
million, or 10.0%, from (euro)28.0 million, or 17.7% of total net revenue, in
2001 to (euro)30.8 million, or 18.2% of total net revenue, in 2002. This
increase was attributable primarily to an increase of SG&A of (euro)2.5 million,
or 16.1% from Antenna TV, mainly due to higher costs associated with marketing
and market research fees in connection with the launch of our new programming,
particularly FAME STORY, of which the ratings were initially much lower than
expected and due to higher frequency fees and maintenance expenses. The increase
of SG&A was also attributable to an increase of (euro)1.3 million from Nova
Bulgaria and to a lesser extent an increase of SG&A of (euro)0.5 million and of
(euro)0.2 million from Heaven MusIC and Vips, respectively. The increase in
total SG&A was partially offset by the decrease of (euro)1.2 million of SG&A
from Daphne and a reduction of (euro)0.3 million of SG&A from Antenna Radio.

         AMORTIZATION. Amortization of programming costs increased (euro)3.7
million, or 8.5%, from (euro)43.7 million in 2001 to (euro)47.4 million in 2002
due to increased programming costs and accelerated amortization.

         DEPRECIATION. Depreciation increased (euro)0.7 million, or 8.6%, from
(euro)7.7 million in 2001 to (euro)8.4 millION in 2002. This increase was
attributable to an increase of depreciation of (euro)1.1 million from Antenna TV
due


                                       50
<PAGE>

to higher capital expenditures, an increase of depreciation of (euro)0.2 million
from Antenna Internet and an increase of depreciation of (euro)0.1 million from
Audiotex. This increase was partly offset by the adoption of SFAS No. 141 and
SFAS No. 142 (see note 2 to our consolidated financial statements) whereby
goodwill of (euro)5.1 million is not amortized but rather tested for impairment.

         OPERATING INCOME. Operating income decreased (euro)3.1 million, or 20.2
%, from (euro)15,3 million in 2001 to (euRO)12.2 million in 2002, principally
reflecting an increase in costs of Antenna TV, Audiotex and Nova Bulgaria and a
decrease of revenues from Daphne.

         INTEREST EXPENSE, NET. Interest expense, net increased (euro)3.4
million, or 18.4%, from (euro)18.6 million in 2001 to (euro)22.1 million in
2002. This increase was a result of interest expense for the entire year
associated with our euro denominated senior notes due 2008 as compared to
approximately six months in 2001 since these notes were issued on June 18, 2001.

         FOREIGN EXCHANGE. Foreign exchange gains increased (euro)15.2 million
from a loss of (euro)5.0 million in 2001 to A gain of (euro)10.2 million in
2002, as a result of the appreciation of the euro to the US dollar.

         OTHER EXPENSE, NET. Other expense net decreased (euro)35.0 million from
a loss of (euro)37.4 million in 2001 to a LOss of (euro)2.4 in 2002. The
decrease was primarily attributable to the fact that in 2001 we wrote-down our
marketable equity securities of Euroholdings Capital & Investment Corp.
(previously known as Athenian Capital Holdings) by (euro)37.4 million as
compared to write-down of (euro)4.8 million in 2002.

         PROVISION (BENEFIT) FOR INCOME TAXES. Provision for income taxes
increased (euro)14.9 million from a benefit of (euro)13.9 million in 2001 to an
expense of (euro)0.9 million in 2002 due to the fact that in 2001 a tax benefit
of (eURO)14.0 million was associated with the other-than-temporary loss of
marketable equity securities.

         CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. As a result of
the adoption of SOP 00-2, a one-time after tax charge of (euro)0.6 million
representing a change in accounting policy was recorded in 2001 as compared to a
one-time after tax charge of (euro)0.2 million in 2002 resulting from the
adoption of SFAS 141 and 142 on January 1, 2002.

         NET INCOME (LOSS). Net loss decreased (euro)27.8 million from a loss of
(euro)31.0 million in 2001 to a loss of (EURo)3.2 million in 2002. This decrease
was primarily due to the fact that in 2001 the other-than-temporary loss from
the write-down of our marketable equity securities of Euroholdings Capital &
Investment Corp. (previously known as Athenian Capital Holdings S.A.) was
(euro)37.4 million whereas in 2002 the write-down was (euro)4.8 million. The
decreASE was also the result of the positive exchange rate differences because
of the strengthening of the euro to the U.S. dollar and the improvements of the
operating performance of our subsidiaries.

B.       LIQUIDITY AND CAPITAL RESOURCES

         We have historically funded our operations, expenditures for
programming, working capital requirements and capital expenditures principally
through a combination of equity contributions, indebtedness and cash flow from
operations. As a result of our delisting, we have no current access to the
public equity markets.

FUTURE COMMITMENTS AND FUNDING SOURCES

         At December 31, 2003, our contractual cash commitments, with initial or
remaining terms are as follows (all amounts in thousands (euro)):


                                       51
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                          PAYMENTS DUE BY PERIOD
------------------------------------------------------------------------------------------------------------------
 CONTRACTUAL
 OBLIGATIONS                      TOTAL        2004        2005        2006        2007        2008    THEREAFTER
------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>         <C>         <C>       <C>         <C>             <C>
LONG-TERM DEBT (1)              193,751          --          --          --      55,001     138,750            --
------------------------------------------------------------------------------------------------------------------
CAPITAL LEASE OBLIGATIONS         1,916         748         599         475          94          --            --
------------------------------------------------------------------------------------------------------------------
OPERATING LEASES                 18,828       3,391       3,563       3,750       3,952       4,172            --
------------------------------------------------------------------------------------------------------------------
OTHER LONG-TERM                   2,553         579          --          --         --           --         1,974
OBLIGATIONS (2)
------------------------------------------------------------------------------------------------------------------
TOTAL CONTRACTUAL CASH          217,048       4,718       4,162       4,225     59, 047     142,922         1,974
OBLIGATIONS
------------------------------------------------------------------------------------------------------------------
                          TOTAL                        AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
    OTHER COMMERCIAL     AMOUNTS
       COMMITMENTS      COMMITTED              2004        2005        2006        2007        2008    THEREAFTER
------------------------------------------------------------------------------------------------------------------
UTILIZED LINES                   18,767      18,767          --          --          --          --            --
OF CREDIT (3)
------------------------------------------------------------------------------------------------------------------
LETTERS OF GUARANTEE (4)         13,613      11,221       2,392          --          --          --            --
------------------------------------------------------------------------------------------------------------------
OTHER COMMITMENTS (5)            15,963       4,565       2,030       4,803       4,565          --            --
------------------------------------------------------------------------------------------------------------------
TOTAL COMMERCIAL
COMMITMENTS                      48,343      34,553       4,422       4,803       4,565          --            --
------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Long-term debt is comprised of our senior notes and long-term indebtedness.
     Our U.S. dollar denominated senior notes due 2007 are redeemable, in whole
     or in part, at our option at any time on or after August 12, 2002. Our Euro
     denominated senior notes due 2008 are redeemable, in whole or in part, at
     our option at any time on or after June 11, 2005. The above payment
     schedule does not give effect to the repurchases of our senior notes from
     time to time.

     o   in March 2003, we repurchased(euro)2.0 million of our senior notes due
         2008 for(euro)1.7 million

     o   in May 2003, we repurchased $1.0 million of our senior notes due 2007
         for $927.5 and $1.0 million of our senior notes due 2007 for $928.75.

     o   in, December 2003, we repurchased(euro)3.0 million of our senior notes
         due 2008 for(euro)3.042 million; and

     o   in December 2003 we repurchased $1.0 million of our senior notes due
         2007 for $1.015 million.

(2)  Other long-term obligations represent, employee retirement benefits and
     long-term provision.

(3)  Revolving credit.


                                       52
<PAGE>

(4)  The amount reflects the letters of guarantee issued by us primarily to
     Endemol Entertainment and Fox (Twentieth Century) as at December 31, 2003.

(5)  The amount reflects commitments for licensed film rights.

         As of December 31, 2003, we had approximately (euro)195.7 million of
long-term debt compared to (euro)215.0 milliON in 2002. This debt primarily
consists of our senior notes due 2007 and our senior notes due 2008, and, to a
lesser extent, (euro)1.9 million of long-term obligations under capital leases
(including the current portion).

         As of December 31, 2003, we had approximately (euro)18.8 million of
bank overdrafts and short-term borrowings as compared to (euro)17.9 million in
2002. Bank overdrafts and short-term borrowings primarily consist of Daphne
borrowings of (euro)17.3 million dominated in euro. It also included short-term
borrowings of (euro)1.4 million of AntENNa Radio dominated in Yen and euro. We
had unused bank lines at December 31, 2003 of (euro)36.1 million, of which
Antenna TV had unused bank lines at December 31, 2003 of (euro)28.2 million.

         Our principal use of funds is payments for programming (which includes
cash expenditures for programming aired during the period plus cash expenditures
for programming to be aired in the future), which expenditures totaled
(euro)62.0 million in 2002 and (euro)43.4 million in 2003. These expenditures
totaled (euro)50.5 million in 2001.

         OPERATING ACTIVITIES. Net cash provided in operating activities was
(euro)10.9 million in 2002 compared to net cash provided in operating activities
of (euro)18.3 million in 2003. The improvement of (euro)7.4 million was mainly
dUE to better operating results, lower payments for programming, accelerated
collections of receivables and to a lesser extent deferred payments to
suppliers. Net cash used in operating activities was (euro)12.2 million in 2001.

         INVESTING ACTIVITIES. Net cash used in investing activities was
(euro)4.6 million in 2002 and (euro)7.6 million iN 2003. This reflected:

         o        the continued digitalization of Antenna TV's technical
                  equipment;

         o        the acquisition of an additional 11% interest in Heaven Music;

         o        the acquisition of new printing equipment at Daphne;

         o        an upgrade of computer software at Daphne;

         o        the extension of the transmission network of Nova Bulgaria;
                  and

         o        the acquisition of other equipment for Antenna Radio and
                  Audiotex.

Net cash used in investing activities was (euro)23.8 million in 2001 due
primarily to the acquisition of a 5% interest in NetMed NV during that year.

         FINANCING ACTIVITIES. Net cash used in financing activities was
(euro)8.8 million in 2002 compared to net cash used in financing activities of
(euro)8.0 million in 2003. Net cash used in financing activities primarily
reflected (euro)7.6 million paid in connection with the partial repurchase of
certain of our senior notes. In addition, there waS a small decrease in net cash
used in financing activities in 2003 compared to 2002 primarily attributable to
a small increase of our bank overdrafts. Net cash provided by financing
activities


                                       53
<PAGE>

was (euro)111.0 million in 2001, primarily reflecting the fact that in 2001 we
obtained proceeds of (euro)150.0 million from our euro denominated Senior Notes
issued on June 18, 2001. In February 2004, we paid (euro)16.2 million in
connection with the redemption of a portion of our senior notes due 2007.

         DISTRIBUTABLE RESERVES. As of December 31, 2003, we have distributable
reserves in our Greek statutory accounts of approximately (euro)1.7 million.

C.       CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES

         In response to SEC Release No. 33-8040 "Cautionary Advice Regarding
Disclosures about Critical Accounting Policies" and SEC Release No. 33-8056
"Commission Statement about Management's Discussion and Analysis of Financial
Condition and Results of Operations", we have identified the following critical
accounting policies that affect the more significant judgments and estimates
used in the preparation of our consolidated financial statements. The
preparation of our financial statements in conformity with U.S. GAAP requires us
to make estimates and judgments that affect our reported amounts of assets and
liabilities, revenues and expenses, and related disclosures of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to asset impairment, ultimate recoverability of programming costs,
allowance for doubtful accounts, contingencies and litigation, including tax
contingencies and deferred tax assets, and other-than-temporary declines in
marketable equity securities. These estimates are based on the information that
is currently available to us and on various other assumptions that we believe to
be reasonable under the circumstances. Actual results could vary from those
estimates under different assumptions and conditions.

         We believe that the following critical accounting policies affect the
more significant judgments and estimates used in the preparation of our
consolidated financial statements.

GOODWILL AND INTANGIBLES

         We have recorded goodwill and intangibles resulting from our
acquisitions completed in the past three years. Through December 31, 2001,
goodwill and intangibles have been amortized on a straight-line basis over their
respective lives. On January 1, 2002, we adopted SFAS No. 142, where we ceased
amortizing goodwill and performed an impairment analysis to assess the
recoverability of goodwill. During the first quarter of 2002, we completed our
initial impairment review, which indicated that there was an impairment loss
resulting from the initial application of SFAS No. 142. The impairment loss
amounting to (euro)0.953 million, net of tax was recorded as a cumulative effect
of a change in accounting principle, in 2002. We also completed the impairment
testing as of December 31, 2003 and determined that there were no impairment
losses related to goodwill and other intangible assets. On assessing
recoverability of goodwill and other intangible assets, projections regarding
estimated future cash flows and other factors were used to determine the fair
value of the respective asset. If these estimates or related projections change
in the future, we may be required to record impairment charges for these assets.
For purposes of performing our impairment tests we use a present value technique
(discounted cash flow) to determine the fair value of the reporting entities.

RECOVERABILITY OF PRODUCTION COSTS

         We follow Statement of Position 00-2 "Accounting by Producers or
Distributors of Films" (SOP 00-2). Under SOP 00-2, production costs are
amortized in the same ratio that current period actual revenue bears to
estimated ultimate revenue to be generated from the exploitation, exhibition,
and sale of program, and sale of future advertising revenue. To the extent such
estimates are revised, the amortization of the programming costs is adjusted
accordingly, and it may have a significant impact on our results of operations.
We currently amortize our programming rights over a weighted average life of
approximately


                                       54
<PAGE>

two and one-half years. If the weighted average life is reduced by half a year,
then our amortization of programming costs would increase by approximately 15%.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

         We maintain an allowance for doubtful accounts for estimated losses
resulting form the inability of our customers to make required payments, which
results in bad debt expense. We determine the adequacy of this allowance by
continually evaluating individual customer receivables, considering the
customers' financial condition, credit history and current economic conditions.
If the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. We have recorded on our balance sheet, as a long-term receivable,
revenue from a related party, which has been discounted, taking into
consideration the expected repayment terms. Should payments take longer, the net
realizable value of the account receivable will be impacted.

CONTINGENCIES AND LITIGATION

         We are subject to various claims and litigation in the ordinary course
of our business. We have accrued management's best estimate of our probable
liability in respects of such claims. Although we are currently not aware of any
such pending or threatened litigation that we believe is reasonably likely to
have a material adverse affect on us, if we became aware of such assessments
against us, we will evaluate the probability of an adverse outcome and provide
accruals for such contingencies as necessary.

TAXES

         In Greece, the amounts reported to the tax authorities are provisional
until such time as the tax authorities inspect the books and records of an
entity. The tax authorities have inspected our books and the majority of our
subsidiaries up to the year 2000. Due to the way additional taxes are assessed
in Greece the ultimate outcome can vary from the amounts accrued and,
consequently, a charge to operations over and above the amounts accrued may be
required.

         We have recorded a valuation allowance against the net deferred tax
assets, which are not expected to fully reverse before their expiration.
Although we believe that it is more likely than not that the results of future
operations will generate sufficient taxable income to realize the net deferred
tax assets, if we became aware of indications that the results of future
operations may not generate sufficient taxable income, we will evaluate the
probability and provide for an additional allowance, which would negatively
impact our results of operations.

OTHER-THAN-TEMPORARY DECLINES IN MARKETABLE EQUITY SECURITIES

         Our share of Euroholdings Capital & Investment Corp. (previously known
as Athenian Capital Holdings S.A.) that we purchased in 2000 are
available-for-sale marketable equity securities. Due to the general decline in
prices on the Athens Stock Exchange, the value of our investment was impacted
and we determined that an "other-than-temporary" loss resulted and a write-down
of (euro)37.4 million for 2001 and (euro)4.8 million for 2002 weRE recorded in
the consolidated statement of operations under the caption other expense, net.
To the extent that the fair value is impacted by future declines in prices on
the Athens Stock Exchange, and our investment cost, as written down, is greater
than fair value for an extended period of time, any resulting additional
unrealized losses will be recorded in the consolidated statement of operations
for the applicable periods. The agreement pursuant to which we could have sold
these shares to our Chariman (at their purchase price) has been extended. See
"--Put Option in Respect of Euroholdings Capital and Investment Corp."


                                       55
<PAGE>

OFF - BALANCE SHEET ARRANGEMENTS

         We have no off-balance sheet arrangements.

INFLATION

         Greece experienced average annual rates of inflation of 2.6% during
1999, 3.2 % during 2000, 3.4 % during 2001, 3.6% during 2002 and 3.5% during
2003.

         RECENT ACCOUNTING PRONOUNCEMENTS

SFAS NO. 145

         In April 2002, the FASB issued Statement No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. As a result, companies will no longer be allowed to classify gains
and losses from extinguishments of debt as extraordinary items unless they meet
the criteria of APB 30. Gains and losses from extinguishments of debt that have
been classified as extraordinary in prior years that do not meet the criteria of
APB 30 shall be reclassified as ordinary gains and losses on a going forward
basis. In addition, SFAS 145 requires that capital leases that are modified so
that the resulting lease agreement is classified as an operating lease be
accounted for under the sale-leaseback provisions of SFAS 28 or 98, as
applicable, instead of SFAS 13. The provisions of this Statement with regard to
SFAS-4 were effective for fiscal years beginning after May 15, 2002, and those
for SFAS 13 were effective for transactions occurring after May 15, 2002.

         We adopted this standard in the second quarter of 2002 and reclassified
prior years extraordinary gains on the repurchase of senior notes amounting to
(euro)534 for the year ended December 31, 2001 and (euro)2,474 for the yeaR
ended December 31, 2002 to other (expenses), net. The relevant income tax
benefit of (euro)200,000 for the year ended December 31, 2001 and (euro)866,000
for the year ended December 31, 2002 were also reclassified as (benefit)
provision for income taxes.

ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

         In July 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. This statment addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3., "LIABILITY
RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS TO EXIT AN
ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)". The principal
difference between SFAS 146 and EITF 94-3 is that SFAS 146 requires that a
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred rather than at the date of an entity's commitment
to an exit plan. This Statement also revises the definition of exit costs and
establishes that fair value is the objective for initial measurement of the
liability. The provisions of SFAS 146 were effective for exit or disposal
activities that are initiated after December 31, 2002. The adoption of this
statement did not have a material impact on our consolidated results of
operations or financial position.

ASSET IMPAIRMENT AND DISPOSAL ISSUES

         In August 2001, the FASB issued Statement No. 143, ACCOUNTING FOR ASSET
RETIREMENT OBLIGATIONS, effective for fiscal years beginning after June 15,
2002. This statement applies to legal obligations associated with
other-than-temporary removal of a tangible long-lived asset from service. This
statement does not apply to obligations that arise solely from a plan to dispose
of a long-lived asset as that phrase


                                       56
<PAGE>

used in paragraph 15 of the FASB Statement 121, ACCOUNTING FOR THE IMPAIRMENT OF
LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.

         Upon application of this Statement, an entity shall recognize the
following items in its statement of financial position: (a) a liability for any
existing asset retirement obligations adjusted for cumulative accretion to the
date of adoption of this Statement; (b) an asset retirement cost capitalized as
an increase to the carrying amount of the associated long-lived asset; and (c)
accumulated depreciation on that capitalized cost. Amounts resulting from
initial application of this statement shall be measured using current (that is,
as of the date of adoption of this Statement) information, current assumptions,
and current interest rates. The amount recognized as an asset retirement cost
shall be measured as of the date the asset retirement obligation was incurred.
Cumulative accretion and accumulated depreciation shall be measured for the time
period from the date the liability would have been recognized had the provisions
of this statement been in effect to the date of adoption of this statement.

         An entity shall recognize the cumulative effect of initially applying
this statement as a change in accounting principle. We have no asset retirement
obligations.

FASB INTERPRETATION NO. 45.

         In November 2002, the FASB issued Interpretation No. 45, "GUARANTORS'
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS". Interpretation No. 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under the guarantee. The disclosure
provisions of Interpretation No. 45 are effective for financial statements of
annual periods that end after December 15, 2002. The provisions for initial
recognition and measurement are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002. The application of
Interpretation No. 45 did not have a material impact on our consolidated results
of operations or financial position.

SFAS NO. 148.

         In December 2002, the FASB issued Statement No. 148, "ACCOUNTING FOR
STOCK BASED COMPENSATION - TRANSITION AND DISCLOSURE". This statement amends
FASB Statement No. 123, "ACCOUNTING FOR STOCK BASED Compensation", to provide
alternative methods of transition to SFAS 123's fair value method of accounting
for stock-based employee compensation. It also amends the disclosure provisions
of SFAS No. 123 to require prominent disclosure in the summary of significant
accounting polices of the effects of an entity's accounting policy with respect
to stock based employee compensation on reported net income and earnings per
share in annual financial statements. SFAS No. 148's amendment of the transition
and annual disclosure requirements are effective for fiscal years ended after
December 15, 2002. We have no stock-based compensation awards to its employees
and directors.

FASB INTERPRETATION NO. 46.

         In December 2003, the FASB issued FASB Interpretation No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES, which addresses how a business
enterprise should evaluate whether it has a controlling financial interest in a
an entity through means other than voting rights and accordingly should
consolidate the entity. FIN 46R, adopted in December 2003, replaces FASB
Interpretation No. 46, CONSOLIDATION OF VARIABLE INTEREST ENTITIES, which was
issued in January 2003. Variable interest entities are entities that lack
sufficient equity to finance their activities without additional financial
support from other parties or whose equity holders lack adequate decision making
ability based on criteria set forth in the interpretation. We will be required
to apply FIN 46R to variable interests in variable interest entities created
after December 31, 2003. For variable interests in variable interest entities
created before January 1, 2004,


                                       57
<PAGE>

the Interpretation will be applied beginning on January 1, 2005. For any
variable interest entities that must be consolidated under FIN 46R that were
created before January 1, 2004, the assets, liabilities and non controlling
interests of the variable interest entities initially will be measured at their
carrying amounts with any difference between the net amount added to the balance
sheet and any previously recognized interest being recognized as the cumulative
effect of an accounting change. If determining the carrying amounts is not
practicable, fair value at the date FIN 46R first applies may be used to measure
the assets, liabilities and noncontrolling interest of the variable interest
entity.

         We have not yet determine the impact, if any, of FIN 46R on our
consolidated financial position or results of operations.

SFAS NO. 149

         In April 2003, FASB issued Statement No. 149, AMENDMENT OF STATEMENT
133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 requires that contracts with
comparable characteristics be accounted for similarly as this will result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. SFAS No. 149 is effective on a prospective basis for contracts
entered into or modified after June 30, 2003, except as stated below and for
hedging relationships designated after June 30, 2003. The provisions of SFAS No.
149 that relate to SFAS No. 133 implementation issues that have been effective
for fiscal quarters that began prior to June 15, 2003, should continue to be
applied in accordance with their respective effective dates. In addition,
paragraphs 7(a) and 23(a) of SFAS No. 149, which relate to forward purchases or
sales of WHEN-ISSUED securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. We have no derivative instruments or hedging activities.

SFAS  NO. 150

         In May 2003, the FASB issued SFAS No. 150, "ACCOUNTING OF CERTAIN
FINANCIAL INSTRUMENTS WITH CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY". SFAS
No. 150 establishes standards on how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
150 requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). Some of the provisions
of this Statement are consistent with the current definition of liabilities in
FASB Concepts Statement No. 6, "ELEMENTS OF FINANCIAL STATEMENTS". SFAS No. 150
is effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. For financial instruments created before the
issuance date of SFAS No. 150 and still existing at the beginning of the interim
period of adoption, the effect will be reported as a cumulative effect of a
change in accounting principle. Restatement is not permitted. We currently do
not have any financial investments that are within the scope of this statement.

ITEM 6.           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       DIRECTORS AND SENIOR MANAGEMENT

         Our directors are elected for a term of five years, the current term
for all Directors ending in July 2003. Our Board of Directors appoints officers.
The members of our Board of Directors, our senior management and our other
officers are as follows:


                                       58
<PAGE>

<TABLE>
<CAPTION>
         NAME                          AGE              POSITION WITH THE COMPANY
----------------------------------    -----   ------------------------------------------------------
<S>                                     <C>   <C>
DIRECTORS AND SENIOR MANAGEMENT:
   Minos Kyriakou                       62    Chairman
   Theodore Kyriakou                    30    Vice Chairman
   Spilios Charamis                     67    Group General Manager, Vice Chairman
   Jonathan Procter                     43    TV Group Chief Executive Officer
   Maurice Avdelas                      50    Antenna TV-General Manager/Managing Director (CEO)
   Nikolaos Angelopoulos                55    Group Chief Financial Officer; Director
   George Antypas                       59    Director
   Panagiotis Fotilas                   60    Director
   Athina Kyriakou                      24    Director
   Xenophon Kyriakou                    32    Director

OTHER OFFICERS:
   John Michelakis                      44    Group News Manager
   Alkistis Marangoudaki                40    TV Group Programming Manager
   Dimitrios Dallas                     57    TV Group Technical Manager
   Vagelis Moraitis                     38    Group Sales and Marketing General Manager
   Michael Poulos                       46    Radio Group General Manager /Group Human Resources and
                                              Administration Manager
   Kostas Kibouropoulos                 47    Managing Director
</TABLE>

         MR. MINOS KYRIAKOU founded Antenna in December 1989 and has served as
our Chairman since then. Mr. Kyriakou was our Chief Executive Officer from
December 1989 until March 1999. He is also a shipowner, and the President of the
Aegean Foundation and Honorary Consul General of Singapore to Athens and of
Poland to Thessaloniki. He is also a director of Antenna Productions S.A. (a
holding company), Antel S.A. (a developer of computer software and provider of
data transmission services), Antenna Satellite (which broadcasts and distributes
television programming in the United States), Antenna Satellite Radio (which
operates radio stations in the United States), Antenna RT Satellite Services
Ltd. (a holding company), Pacific Broadcast (which broadcasts television
programming in Australia through a joint venture) and Chairman of Euroholdings
Capital & Investment Corp. (previously known as Athenian Capital Holdings S.A),
a holding company.

         MR. THEODORE KYRIAKOU, Mr. Minos Kyriakou's son, served as our
Executive Vice President (from 1995) and our Chief Operating Officer (from
September 1998) until his appointment in March 1999 as our Chief Executive
Officer, which position Mr. Kyriakou held until his appointment in January 2002
as our Group Vice Chairman. Mr. Kyriakou has been a Director since September
1998 Before 1995, he worked for the CBS affiliate in Washington, D.C. owned by
Gannett Broadcasting. He has also worked for Antenna Satellite in New York. He
holds a degree in International Business and Finance and a degree in Physics,
from Georgetown University where he graduated CUM LAUDE.

         MR. SPILIOS CHARAMIS has over 30 years experience in broadcasting and
joined us as Antenna TV's General Manager in 1989. He has been our TV Group
General Manager since September 2000. He has served as our Vice Chairman since
September 1998. He also serves as an officer of Antenna Cyprus. His previous
employment includes general manager of Mole-Richardson Ltd., deputy general
manager of ERT, vice president of Hellas Radio and managing director of
Bioplastic S.A. Mr. Charamis studied Law at the University of Athens and Cinema
and Television at the University of California at Los Angeles. Mr. Spilios
Charamis was appointed Group General Manager, Vice Chairman, in January 2002.

         MR. JONATHAN PROCTER joined us in May 2000 as Pay TV Group General
Manager and has been our TV Group CEO since January 2002. Before joining us, he
served as chief executive officer of the first privately owned licensed
television channel in South Africa, e.tv. Prior to that, he was chief executive
officer of Bop Broadcasting Corp., which operated two television networks and
three radio stations.


                                       59
<PAGE>

         DR. MAURICE AVDELAS has been the General Manager of Antenna TV since
September 2000 and our Managing Director (CEO) since January 2002. He was our
Deputy General Manager from December 1997 to September 2000 and has worked for
us since 1990 as head of the Marketing and Research team where he served as
Director since 1991. Before that, he worked as Director of Marketing for the
radio station Flash 96.1 and as a Research Advisor of the Greek Cinematography
Center. He holds a degree from the School of Business and Economics and has
completed graduate studies in the field of mass media. He also holds a doctorate
degree from the Universite Paris VIII and has been involved in several research
projects and lectures on the subject of mass media in Greece.

         DR. NIKOLAOS ANGELOPOULOS has served as our Chief Financial Officer
since June 1996 and has 23 years of experience in the business and finance
sectors. Before June 1996, he was financial director of Olympic Airways, S.A.,
corporate treasurer and management controls and planning manager of British
Petroleum in Greece and an economist with Societe d'Etudes et Developpement
Economique et Social, S.A. in Paris. He holds a masters and a Ph.D. degree from
the University of Paris I-Sorbonne.

         MR. GEORGE ANTYPAS joined our Board in December 2000. He has over 30
years experience in international markets. From 1967 to 1996, he was Chairman of
the Board and Chief Executive Officer of Antypas Co S.A. From 1980 to 1986, he
also served as planning and marketing advisor of O.M.C. Group of Companies Ltd.,
England. Since 1997, he has been a member of Board of Directors of Vardas AEBEE,
as special market advisor as well as in senior management positions in private
industry. Since 2000, he has been a Vice President of Lekatsa S.A. Medical
Center.

         DR. PANAGIOTIS FOTILAS joined our Board of Directors in September 1998.
He is the Chairman of the Department of Industrial Management of the University
of Piraeus and a director of Antel S.A. From 1983 to 1988, he served as chairman
and managing director of the Hellenic Aerospace Industry. He is a member of the
General Council of the Hellenic Industrial Association and has represented
Greece on the NATO Scientific Committee.

         MS. ATHINA KYRIAKOU, Mr. Minos Kyriakou's daughter, joined our Board in
December 2000. She has served in our Television Programming Department, Sales
and Marketing Department and New Business Development Department. From January
2000 to May 2000 she was an Editorial Assistant at "Mediterranean Quarterly," a
journal of global issues in Washington D.C. From July 2000 to August 2000, she
worked for "Maxim Magazine," a Daphne publication. Currently, Ms. Kyriakou has
finished her Masters Degree in New York University and has joined the Company.

         MR. XENOPHON KYRIAKOU, Mr. Minos Kyriakou's son, joined our Board of
Directors in September 1998. He is a shipowner, a director of a Greek shipping
company and a director of Antel S.A

         MR. JOHN MICHELAKIS became our Group News Manager in September 2002
after he served as a Deputy News Manager since September 2000. Before joining us
he was Deputy News Manager at Mega TV. He studied Economics at the University of
Piraeus.

         MS. ALKISTIS MARANGOUDAKI has over 10 years of experience in both
newspaper and television programming and joined us in 1989. Before joining us,
she worked for the newspapers "Antilogos" and "Evdomi." She holds a degree in
Political Science from the University of Athens and has a postgraduate degree in
Communication Policy from the City University in London.

         MR. DIMITRIOS DALLAS is an electrical engineer with over 20 years
experience in the radio and television sector. He is a specialist in the design,
installation and operation of television equipment. Before joining us in 1989,
he was manager of the television department of Telmaco in Greece for five years.


                                       60
<PAGE>

         MR. VANGELIS MORAITIS joined us on March 15, 2000. Before joining us,
he was the Advertising Sales Manager of Mega Channel, and before that was the
Marketing and Sales Director of Desmi Publications (Greek City Guide and Life
Style Magazines & Publications). Prior to that, he worked for several years as a
media manager and director in the Greek advertising industry. He has done
postgraduate modules in Media at New York University, holds a postgraduate
degree in Advertising from the Hellenic Advertising Agency Association in Greece
and his bachelors in economics from the University of Athens.

         MR. MICHAEL POULOS joined us in September 1999. Before joining us, he
was an A.R. Manager at Fort James Hellas. He studied economics at the University
of Salonica and he also holds a Masters degree in Business Administration from
the University of Virginia.

         MR. KOSTAS KIBOUROPOULOS joined us in October 1994 and was appointed
Radio Group General Manager in September 2000. Before joining us, he worked for
Skai Radio and TV as Director General. Prior to that, he was a political
reporter. Mr. Kibouropoulos studied Law and Political Science at the University
of Athens.

B.       COMPENSATION

DIRECTOR COMPENSATION

         We paid cash compensation of an aggregate of (euro)0.33 million in 2003
to our Directors. In addition, we contributed (euro)0.02 million to
state-sponsored pension plans on behalf of three executive officers in 2003.

C.       BOARD PRACTICES

         We are managed by our Board of Directors, which is made up of a minimum
of three directors and a maximum of nine directors. The Board currently has nine
members. Directors are elected by the General Assembly with the current term for
all Directors ending on July 18, 2008.

         The Board of Directors meets at least once a month and may convene an
extraordinary meeting of the General Assembly whenever our interests require it
or when at least three Directors request a meeting in writing. Decisions of the
Board of Directors must be passed by a majority of Directors at a meeting at
which at least a majority quorum of Directors is present, three of which must be
present in person.

         If a vacancy on the Board of Directors were to occur by reason of
death, resignation or other reason, the remaining Directors shall elect a
substitute for the remainder of the term. This election is subject to the
approval of the next regular or extraordinary meeting of the General Assembly.
The absence of a Director from meetings of the Board of Directors without due
cause for a period exceeding six months shall be considered a resignation from
the Board of Directors. Directors may be removed from the Board of Directors at
any time by the General Assembly.

         Messrs. Fotilas, Angelopoulos and Antypas are members of the Audit
Committee, which is responsible for making recommendations to the Board of
Directors concerning the selection of independent auditors, reviewing the
results and scope of the audit and reviewing and evaluating our audit and
control functions. Before August 1998, the Board of Directors undertook the
responsibilities of the Audit Committee.

         The Board of Directors currently has no other committees.


                                       61
<PAGE>

D.       EMPLOYEES

         At the end of December 2003, we employed approximately 1,673 full-time
employees (1,491 at the end of 2002 and 1,611 at the end of 2001) through a
number of businesses. Our main businesses, television, publications and radio
employed 1,078, 376 and 141 persons, respectively. Of our 1,673 employees, 1,223
were production, programming and news personnel, 323 were administrative
personnel and 127 were sales and marketing personnel.

         Several unions represent our employees, including for example, the
Greek Accountants Federation, but none of these unions are established on our
premises. We believe that our relationship with our employees is excellent and
we have not experienced any work stoppages due to labor unrest. We emphasize
teamwork, flexibility, local decision making and the free flow of information to
ensure a unique corporate culture that attracts highly qualified and motivated
employees.

E.       SHARE OWNERSHIP

         The following table presents information regarding the beneficial
ownership of our share capital as of March 30, 2004 by:

         o        our directors; and

         o        our senior management;

<TABLE>
<CAPTION>
                                                          NUMBER OF SHARES BENEFICIALLY OWNED (1)
                                                          ---------------------------------------
                                NAME                              NUMBER               PERCENT
                  -------------------------------         ---------------------    --------------
<S>                                                               <C>                   <C>
                  Minos Kyriakou  (2)                               4,962,358.0         25.0
                  Theodore Kyriakou  (3)                            4,863,658.0         24.5
                  Xenophon Kyriakou  (4)                            4,863,657.5         24.5
                  Athina Kyriakou  (5)                              4,863,657.5         24.5
                  Spilios Charamis                                 --                    --
                  Jonathan Procter                                 --                    --
                  Maurice Avdelas                                  --                    --
                  Nikolaos Angelopoulos                            --                    --
                  George Antypas                                   --                    --
                  Panagiotis Fotilas                               --                    --
</TABLE>
                  -------------------------------
                  (1)      Beneficial ownership is determined in accordance with
                           the rules of the SEC and generally includes voting or
                           investment power with respect to securities. All such
                           shares have the same voting rights as our shares
                           owned by our other shareholders.
                  (2)      The shares held by Mr. Minos Kyriakou are held of
                           record by Holnest Investments Limited, an Irish
                           company. See "Item 7A. - Major Shareholders."
                  (3)      The shares held by Mr. Theodore Kyriakou are held of
                           record by Globecast Holdings Limited, an Irish
                           company. See "Item 7A. - Major Shareholders."
                  (4)      The shares held by Mr. Xenophon Kyriakou are held of
                           record by Altavista Global Holdings Limited, an Irish
                           company. See "Item 7A. - Major Shareholders."
                  (5)      The shares held by Ms. Athina Kyriakou are held of
                           record by Praxis Global Investments Limited, an Irish
                           company. See "Item 7A. - Major Shareholders."

         We do not currently have an option plan for our employees, including
our senior management.


                                       62
<PAGE>

ITEM 7.           MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       MAJOR SHAREHOLDERS

         On September 12, 2003 our shareholders approved the conversion of our
share capital from drachma to euro. The par value of our ordinary shares is now
euro 0.30 per share.

         The table below presents information as of March 30, 2004 showing the
beneficial ownership of shares of our capital stock, represented by 19,849,440
shares, by persons or groups of affiliated persons known by us to own more than
5% of our shares. All such shares have the same voting rights as our shares
owned by our other shareholders.

                                                                     PERCENT OF
                                                  NUMBER           CAPITAL STOCK
         SHAREHOLDERS                            OF SHARES          OUTSTANDING
         ------------                            ---------          -----------
Holnest Investments Limited(1)                    4,962,358.0           25.00%
Globecast Holdings Limited(2)                     4,863,658.0           24.50%
Altavista Global Holdings
   Limited(3)                                     4,863,657.5           24.50%
Praxis Global Investments
   Limited(4)                                     4,863,657.5           24.50%
------------------------
(1)  Mr. Minos Kyriakou, our Chairman of our Board of Directors, owns 100% of
     the share capital of Holnest Investments Limited, an Irish company, the
     address of which is Russel Court, St. Stephens Green, Dublin 2 Ireland. Mr.
     Kyriakou has sole voting and dispositive power over the shares held by
     Holnest Investments Limited.
(2)  Mr. Theodore Kyriakou, our Vice Chairman and the son of Mr. Minos Kyriakou,
     owns 100% of the share capital of Globecast Holdings Limited, an Irish
     company (or Globecast), the address of which is Russel Court, St. Stephens
     Green, Dublin 2 Ireland. Mr. Kyriakou has sole voting and dispositive power
     over the shares held by Globecast.
(3)  Mr. Xenophon Kyriakou, the son of Mr. Minos Kyriakou, owns 100% of the
     share capital of Altavista Global Holdings Limited, an Irish company (or
     Altavista), the address of which is Russel Court, St. Stephens Green,
     Dublin 2 Ireland. Mr. Kyriakou has sole voting and dispositive power over
     the shares held by Altavista.

(4)  Ms. Athina Kyriakou, the daughter Mr. Minos Kyriakou, owns 100% of the
     share capital of Praxis Global Investments Limited, an Irish company (or
     Praxis), the address of which is Russel Court, St. Stephens Green, Dublin 2
     Ireland. Ms. Kyriakou has sole voting and dispositive power over the shares
     held by Praxis.

B.       DISCLOSURES CONCERNING THE EFFECTS OF TRANSACTIONS WITH RELATED PARTIES

         ANTENNA SATELLITE. We are a party to a programming agreement with
Antenna Satellite, a company affiliated with Mr. Minos Kyriakou, through 50%
indirect share ownership and membership on the board of directors. Under the
programming agreement, we provide Antenna Satellite with television programs for
broadcast in the United States and Canada, in consideration for a license fee
computed on a total subscriber basis (the total monthly fee ranges from $80,000
in 2001, to $90,000 in 2003). We reported revenues under the programming
agreement of (euro)1.54 million in 2001, (euro)0.95 million in 2002 and
(euro)0.78 million in 2003.

         ANTENNA CYPRUS. We are a party to an agreement to provide technical
support and television programming to Antenna Cyprus. Our Group General Manager
in prior years was the General Manager of Antenna Cyprus. The agreement provides
for royalty payments equal to a percentage of revenue derived by Antenna Cyprus
during broadcasts of programming supplied by us. The royalty payment percentage
was 12% from 1998 through the present.

We had revenue from Antenna Cyprus of (euro)1.0 million and Epikinonia Ltd of
(euro)2.5 million in 2003. See note 6 OF the notes to our consolidated financial
statements.

         RYTHMOS FM. Antenna Radio is party to an agreement with Rythmos FM to
provide expertise in production, advertising sales and promotion, and to advise
on format, development, direction and timing of


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<PAGE>

programming for Rythmos. Our marketing, sales and programming staffs will advise
Rythmos FM on targeting key demographics. We will receive fees of gross revenues
of Rythmos FM (40% in 2003) generated during the next ten years and rental
income from the use of our technical equipment. Revenue generated from Rythmos
FM in 2003 totaled (euro)0.4 million. The Company that owns Rythmos FM is owned
by the sister of our Chairman.

         EUROHOLDINGS CAPITAL & INVESTMENT CORP. In 2000, we purchased shares of
Euroholdings Capital & Investment Corp. (previously known as Athenian Capital
Holdings S.A.) for an aggregate purchase price of (euro)45.6 million. Due to a
general decline in prices on the Athens Stock Exchange, the value of our
investment was impacted and we determined that an other-than-temporary loss
resulted and write-downs of (euro)37.4 million and (euro)4.8 million were
recorded in the consolidated statement of operations for the years ended
December 31, 2001 and 2002 under the caption other expenses net, respectively.
To the extent that the fair value is impacted by future declines in prices on
the Athens Stock Exchange, and our investment cost, as written down, is less
than fair value for an extended period of time, any resulting additional
unrealized losses, will be recorded in the consolidated statement of operations
for the applicable periods. We currently own approximately 14.5% of
Euroholdings' share capital and our principal shareholders own an additional
approximately 15%.

         We previously reported that, in order to protect the value of our
investment in Euroholdings, our Chairman, Mr. Minos Kyriakou, agreed to
underwrite our investment such that in the event that we continue to hold shares
in Euroholdings ("Euroholding Shares") on December 31, 2003, and the value of
the Euroholding Shares on such day (as measured based on average closing prices
for the preceding 20 trading days) does not exceed our aggregate purchase price,
our Chairman would purchase our Euroholdings Shares for an amount equal to such
purchase price. Our Chairman would pay this amount plus interest reflecting our
return on bank deposits. These undertakings were reflected in an agreement,
dated June 14, 2001 (the "Put Agreement").

         We announced in late December 2003 that we were in discussions with our
Chairman regarding the exercise of the put under the Put Agreement. These
discussions were prompted by the adverse tax consequences to us of a current
exercise of the put under the Put Agreement. In connection with those
discussions, we appointed a special committee comprised of our two independent
directors (Panagiotis Fotilas and George Antypas) to consider what action to
take in respect of the Put Agreement. The special committee, in turn, retained
Piraeus Bank to act as independent financial advisor and to render a fairness
opinion as to any action taken in respect of the Put Agreement. These procedures
were adopted in compliance with our obligations under the indentures governing
our senior notes, which restrict our ability to enter into transactions with
affiliates, which would include our Chairman.

         The special committee resolved to amend the Put Agreement, by extending
the term of the put obligation to December 31, 2008, provided that in the event
we fail to pay any amounts due under the senior notes, the Chairman would
immediately become obligated to purchase the Euroholding Shares and pay all
amounts owing in connection with such purchase and provided further that we
would have the right to put the Euroholding Shares to the Chairman at any time
at our election prior to December 31, 2008. We also retain the right to sell the
Euroholding Shares in the market at any time and to the extent that the sale
price of the shares is less than the intial purchase price, the Chairman is
obligated to indemnify us for any shortfall from the initial purchase price.
Piraeus Bank issued a fairness opinion, dated March 16, 2004, to the effect that
the deferral of our rights under the Put Agreement, subject to amendments
described in the preceding sentence, would be fair to us from a financial point
of view.

         We believe that the terms of our contracts with affiliated parties are
comparable to those that could have been obtained through arm's-length
bargaining between third parties and us.


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ITEM 8.           FINANCIAL INFORMATION

         See "Item 18--Financial Statements" and pages F-1 through F-47.

ITEM 9.           THE LISTING

         Not applicable, except for Item 9A(4) and Item 9C.

         On June 25, 2003, our ADSs, each representing one-half of one share,
were delisted from the Nasdaq National Market and on September 24, 2003 our
Depositary Receipt Program was terminated.

         The tables below present, for the periods indicated, the reported high
and low quoted closing prices for the ADSs on Nasdaq, the then principal trading
market.

                             NASDAQ NATIONAL MARKET

(a)      ANNUAL HIGH AND LOW MARKET PRICES
                                                       NASDAQ PRICE PER ADS
                                                       --------------------
                                                        HIGH            LOW
                                                        ----            ---
                                                                 ($)
         1999 (1)                                       19 7/8           8 1/8

         2000                                           26 1/2          12 1/8

         2001                                           20 1/2           1 7/8

         2002                                            2 3/5             4/12

(1)  From March 31, 1999, when the ADSs began trading on the Nasdaq.

(b)      QUARTERLY HIGH AND LOW MARKET PRICES

                                                       NASDAQ PRICE PER ADS
                                                       --------------------
                                                        HIGH            LOW
                                                        ----            ---
                                                                 ($)
         2002
           First quarter                                 2 3/5           1 1/4
           Second quarter                                1 3/4           1 1/5
           Third quarter                                 1 1/4             4/12
           Fourth quarter                                1 1/6             1/2
         2003
           First quarter                                 1.45            0.96
           Second quarter (to June 25, 2003)             8.47            1.00


ITEM 10.          ADDITIONAL INFORMATION

A.       SHARE CAPITAL

         Not applicable.

B.       MEMORANDUM AND ARTICLES OF ASSOCIATION

VOTING RIGHTS AND RESTRICTIONS

         Our Charter provides that each share has a right of one vote at the
general assembly of shareholders (or, the General Assembly).


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<PAGE>

DIVIDENDS

         Dividends may only be paid after our annual financial statements are
approved. The dividend payment date may be set at a regular meeting of the
General Assembly or, following approval by the General Assembly, by our Board of
Directors. The dividend payment date must be within two months from the date the
resolution is passed by the General Assembly approving the dividend. If a
dividend is not claimed by a shareholder within five years it is forfeited in
our favor.

Under Greek corporate law, we are required to pay an aggregate annual dividend
equal to the greater of:

         o        6% of our paid-in share capital; or

         o        35% of our net profits for the prior year. However, Greek
                  corporate law provides that no dividends can be distributed to
                  shareholders if: net equity, as reflected in our statutory
                  financial statements, is, or after the distribution will be,
                  less than the share capital plus non-distributable reserves;
                  and

         o        the unamortized balance of "Pre-Operating Expenses," as
                  reflected in our statutory financial statements, exceeds the
                  aggregate of distributable reserves plus retained earnings.

         All such amounts are based on our Greek GAAP financial statements
approved by our shareholders.

         We may pay interim dividends if, at least twenty days before the
payment of an interim dividend, the relevant accounting statements are published
in any daily newspaper of Athens with wide circulation and in the Issue of
Societes Anonymes and Limited Liability Companies of the Government's Gazette.
These dividends may not exceed one half of our net profits.

         Our shareholders at a General Assembly may decide, pursuant to a
resolution adopted by at least 70% of our paid in share capital, to pay
dividends equal to 6% of our paid in share capital without regard to our net
profits, as contemplated by the provisions described above. In addition,
shareholders at a General Assembly may decide, pursuant to a resolution adopted
by at least 65% of our paid in share capital, to pay a dividend equal to 6% of
our paid in share capital, then increase our paid in share capital by the excess
of 35% of our net profits for the relevant year over 6% of our paid in share
capital prior to such increase, and distribute additional shares issued pursuant
to such capital increase to our existing shareholders on a proportionate basis
within four years.

         The minimum dividends required by Greek corporate law (6% of paid in
share capital) may be waived only with the unanimous consent of our
shareholders. Since August 1998, our shareholders have waived the payment of
these dividends. The indenture governing our senior notes restricts our ability
to pay dividends to amounts tied to our net income or to proceeds of equity
issuances, in either case, as measured following U.S. GAAP. For a further
discussion concerning the payment of dividends, see "Item 3. -- Key Information
-- Risk Factors--Risks relating to our indebtedness."

ISSUE OF SHARES AND PREEMPTIVE RIGHTS

         The Board of Directors has the authority, by a two-thirds majority, to
increase our share capital by issuing new registered shares. The level of these
increases cannot exceed our original paid-up share capital or our paid-up share
capital as of the date of the relevant resolution. This authority may be renewed
by the General Assembly for five-year terms.

         If our reserves exceed 25% of the paid-up share capital, the decision
to increase our share capital must be passed by a two-thirds majority with a
quorum of two-thirds of the paid-up share capital. If the


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<PAGE>

necessary quorum is not achieved, the quorum requirement drops to 50% and then
to one-third at the second and third adjourned meetings.

         If a share capital increase (not made by contributions in kind) or an
issuance of bonds with a right of conversion into shares were to occur, these
new shares or bonds must first be offered on a preemptive basis to our
shareholders on a proportionate basis. Within the limits of paragraphs 6, 7 and
8 of article 13 of Law 2190/20, preemption rights may be waived by a decision of
the General Assembly having a two thirds quorum and two thirds majority vote.

GENERAL ASSEMBLY

         The Board of Directors at ordinary or extraordinary meetings convenes
the General Assembly. Ordinary meetings are required to be held once each fiscal
year, within six months after the end of our fiscal year. The Board of Directors
may convene extraordinary meetings when they consider it necessary or pursuant
to a request of holders of 5% or more of our share capital. The General Assembly
must be summoned at least 20 days before the date set for the meeting, except if
self-convened.

         Shareholders who wish to participate in a meeting of the General
Assembly must submit certificates of share ownership issued by the CSD and
proxies to us at least five days before the date set for the meeting.
Shareholders who have not complied with this requirement may only participate at
the discretion of the General Assembly.

         The General Assembly decides all matters brought before it by the Board
of Directors. The General Assembly is the only competent body to decide, among
other things:

         o        amendments to our Charter;

         o        increases or decreases of our capital;

         o        election of the Board of Directors (other than the election of
                  temporary directors in substitution of directors that
                  resigned, died or lost their office otherwise);

         o        election and remuneration of the auditors;

         o        approval of the annual financial statements;

         o        issuance of bonds;

         o        our merger, dissolution or an increase in our duration;

         o        grants of stock options to our directors and employees;

         o        repurchases of our shares for price stabilization purposes;

         o        waiver of the dividends required by Greek corporate law;

         o        appointment of liquidators; and

         o        litigation against members of the Board of Directors.

         Our Charter and Greek company law give rights to different percentages
of shareholders (ranging from 5% to 33-1/3%) which include:

         o        the right to require the Board of Directors to convene a
                  meeting of the General Assembly;

         o        the right to postpone a decision, exercisable only once, of
                  the adoption of resolutions of any regular or extraordinary
                  meeting of the General Assembly;


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<PAGE>

         o        the right to request from the Board of Directors information
                  concerning any amounts paid by us within the last two years to
                  members of the Board of Directors, managers or other employees
                  of ours and details of any contracts with these persons;

         o        the right to require the Board of Directors to announce to the
                  General Assembly the sums paid for any reason during the last
                  two years by us to members of the Board of Directors, our
                  managers and any contracts entered into between any of these
                  persons for any reason;

         o        the right to request the Board of Directors to provide
                  specific information concerning our administration to the
                  extent useful for the valuation of the items on the agenda
                  (subject to the Board of Directors' right to refuse to provide
                  such information for reasonable cause);

         o        the right to request from the Board of Directors particular
                  information relating to our operation and our assets (subject
                  to the Board of Directors' right to refuse to provide such
                  information for reasonable cause);

         o        the right to require any item on the agenda to be adopted by
                  roll-call;

         o        the right to request from the competent Court of our
                  registered office an audit under the Greek Civil Procedures
                  Code; and

         o        the right to request the competent Court in the jurisdiction
                  in which we are located to order an audit if, from the course
                  of our corporate affairs, it appears that management has not
                  been carried out as demanded by the general principles of
                  proper and prudent management (unless such request is made by
                  shareholders represented on the Board of Directors).

In situations where the Board of Directors have discretion to refuse to provide
information, any dispute concerning the grounds of that refusal shall be
resolved by the One-Membered Court of First Instance of the district where we
have our registered offices according to the provisions of the Greek Civil
Procedures Code.

         Legal representatives, appointed by letter or telegram, may represent
shareholders with a right of participation at the General Assembly. Proxies
represent juveniles, persons under legal restraint and legal entities.

         The general quorum requirement is met when shareholders representing at
least 20% of the paid-up share capital are present in person or by proxy. If
this requirement is not met at the first meeting, a new meeting of the General
Assembly may be held within 20 days of the date of the first meeting if such
first meeting was canceled by notice given at least 10 days before such meeting.
The quorum requirement for the new meeting is met irrespective of the percentage
of paid up share capital represented at the new meeting.

         Resolutions of the General Assembly are passed by an absolute majority
of the votes represented in the meeting of the General Assembly.

         o        A two-thirds quorum and a two-thirds majority of the votes
                  represented at the General Assembly is required for
                  resolutions concerning certain matters, including:

         o        change of our nationality;

         o        change of our object;

         o        increase of the shareholders' obligations;

         o        increase in our capital exceeding the limits defined in our
                  Charter;


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<PAGE>

         o        the issue of bonds under articles 3a, 3b and 3c of Law
                  2190/1920;

         o        alteration of profit distribution methods;

         o        increase in our duration; and

         o        our merger, dissolution or absorption.

         If the quorum requirement is not met at the first meeting, a new
meeting of the General Assembly may be held within 20 days of the date of the
first meeting with a quorum of one half. If the quorum requirement is not met at
the adjourned meeting, a new meeting of the General Assembly may be held within
20 days of the date of the adjourned meeting with a quorum of one third.

         A two-thirds quorum and a majority of all of our issued and outstanding
shares is required for resolutions concerning the repurchase of our shares.

         Decreases in share capital, except for the requirement of a special
increased majority, are governed by the provisions of article 4 paragraph 3 of
law 2190/1920.

         The same percentage majority and quorum may only amend any provision of
the Charter requiring a special increased majority and quorum.

RESTRICTIONS ON OWNERSHIP

         We cannot, nor can any person acting in our name or account, acquire
our treasury shares except for:

         o        acquisitions under a reduction of share capital as resolved by
                  the General Assembly (acquired shares must be canceled
                  immediately);

         o        acquisitions following a total succession of the business
                  (acquired shares must be canceled immediately);

         o        acquisition of shares paid-off in full under the compulsory
                  execution of a judgment for the payment of a claim of Antenna
                  itself (if acquired shares are not sold within one year of the
                  acquisition, the shares must be canceled.);

         o        acquisitions from banking societes anonymes for the account of
                  third parties;

         o        gratuitous acquisitions of shares paid-off in full (if
                  acquired shares are not sold within one year of the
                  acquisition, the shares must be canceled); and

         o        acquisitions of shares to be distributed to employees (if
                  acquired shares are not sold within one year of the
                  acquisition, the shares must be canceled).

         We may not acquire our own shares or the shares of an affiliate as a
pledge to secure loans granted or any other claims.

         The Media Law generally requires that shares of a licensed broadcaster
held by corporations must also be registered in the name of the natural persons
who are shareholders of those corporations. However, this requirement will not
apply to shares held by UCITS provided no single UCITS holds more than 2.5% of
our share capital and UCITSs in aggregate hold not more than 10% of our share
capital.

If a shareholder's holdings exceed any of these thresholds, the Media Law
provides that such shareholder will not be eligible to exercise voting rights or
receive dividends or other distributions, which are attributable to any shares,
acquired which exceed such thresholds.


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<PAGE>

         Under the Media Law, no single shareholder may hold more than 25% of
our shares, and non-EU ownership of Shares may not exceed 25% of our share
capital. See "Item 4.--Information on the
Company--Business--Regulation--Ownership" and "Item 3.--Key Information--Risk
Factors--Risks related to the ownershiP of our shares."

RIGHTS ON LIQUIDATION

         A liquidation procedure involves our dissolution either:

         o        after expiration of our duration period; or

         o        under a decision of the General Assembly, passed following the
                  provisions of article 29 paragraph 3-4 and article 31
                  paragraph 2 of Law 2190/1920.

In both cases, the General Assembly appoints the liquidators. In the case of
(1), the Board of Directors assumes the duties of the liquidator until
liquidators are appointed by the General Assembly.

         Upon appointment and after the termination of the liquidation process,
the liquidators shall take an inventory of the corporate assets and publish our
balance sheet in the Issue of Societes Anonymes and Limited Liability Companies
of the Government Gazette. The liquidators, acting by majority vote, shall
liquidate our assets and repay our liabilities. After repayment of liabilities,
the proceeds of the sales shall be distributed proportionately to the
shareholders.

         During the liquidation, the General Assembly is still entitled to all
its rights under the Greek Company Law and our Charter and may be convened by
the liquidators whenever the liquidators deem it to be necessary.

C.       MATERIAL CONTRACTS

         For a discussion of the Put Agreement relating to our shares in
Euroholdings Capital & Investment Corp. (previously known as Athenian Capital
Holdings S.A.), see "Item 7. Major Shareholders and Related Party
Transactions--B. Disclosures Concerning the Effects of Transactions with Related
Parties."

D.       EXCHANGE CONTROLS

         Greece currently has no exchange controls that would restrict the
payment of dividends or other capital distributions to a non-resident holder of
shares. In addition, Greece currently has no currency restrictions that would
affect the rights of non-resident holders of shares to dispose of their shares,
or to receive the proceeds of a disposition outside Greece.

E.       TAXATION

         The information below under the captions "Ordinary Shares--Greek
Taxation" and "Senior Notes--Greek Taxation" are discussions of the material
Greek tax consequences of the acquisition, ownership and disposition of ordinary
shares and of our senior notes, respectively. The information set forth below
under the caption "Senior Notes--United States Taxation" is a discussion of the
material United States federal income tax consequences of the acquisition,
ownership and disposition of our senior notes by a U.S. Holder (as defined
below). These discussions are not a complete analysis or listing of all of the
possible tax consequences of such transactions and do not address all tax
considerations that may be relevant to particular holders in light of their
personal circumstances or to persons that are subject to special tax rules. In
particular, the information set forth under the caption "Senior Notes--United
States Taxation" deal only with U.S. Holders that will hold our senior notes as
capital assets within the meaning of the United States


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Internal Revenue Code of 1986, as amended, and who do not at any time own
individually, nor are treated as owning, 10% or more of our ordinary shares. In
addition, the description of United States tax consequences set forth below
under the caption "Senior Notes--United States Taxation" does not address the
tax treatment of special classes of U.S. Holders, such as banks, tax-exempt
entities, insurance companies, a straddle or a constructive sale, U.S.
expatriates, persons subject to the alternative minimum tax, dealers or traders
in securities or currencies and holders whose "functional currency" is not the
dollar and does not describe any tax consequences arising under the laws of any
state, locality or non-U.S. jurisdiction. In addition, we have not included a
discussion of the tax consequences of the acquisition, ownership and disposition
of our ordinary shares by a U.S. Holder. If you are a U.S. Holder of our
ordinary shares you should consult your own tax advisor to under the
consequences of the acquisition, ownership and disposition of ordinary shares.

         The term "U.S. Holder" means:

         o        an individual citizen or resident of the United States;

         o        a corporation created or organized under the laws of the
                  United States or any state thereof including the District of
                  Columbia;

         o        an estate the income of which is subject to United States
                  federal income taxation regardless of its source; or

         o        a trust (1) if a court within the United States is able to
                  exercise primary jurisdiction over its administration and one
                  or more U.S. persons have authority to control all substantial
                  decisions of the trust or (2) that has a valid election in
                  effect under applicable U.S. Treasury Regulations to be
                  treated as a U.S. person.

         If a partnership holds our senior notes, the tax treatment of a partner
         of such partnership will generally depend upon the status of the
         partner and the activities of the partnership. Those investors that are
         partners of a partnership purchasing our senior notes are urged to
         consult their own tax advisors with respect to the particular
         consequences to them.

         A "Non-U.S. Holder" means a beneficial owner of shares that is not a
U.S. Holder.

         If you are not a U.S. Holder, you should consult your own tax advisor,
particularly as to the applicability of any tax treaty.

ORDINARY SHARES--GREEK TAXATION

         INTRODUCTION

         The following discussion of Greek tax considerations is based on tax
laws and regulations in effect in Greece on the date hereof which are subject to
change without notice (possibly with retroactive effect). Prospective purchasers
or holders of shares should consult their own tax advisors as to the Greek or
other tax consequences arising from the acquisition, ownership and disposition
of shares having regard to their particular circumstances.

         TAXATION OF DIVIDENDS

         Under Greek law, dividends of a SOCIETE ANONYME whose shares are not
listed on the ASE have been taxed prior to their distribution to the
shareholders, therefore no further tax is applicable. No withholding taxes are
imposed by Greece on the payment of dividends on the shares.


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<PAGE>

         TAXATION OF CAPITAL GAINS

         SHARES. Under Greek law, any gain derived from the sale of shares of a
SOCIETE ANONYME not listed on the ASE or any foreign stock exchange or
internationally recognized similar institution will be subject to a 5% capital
gains tax. Such tax is also levied on capital gains obtained by persons not
residing in Greece for tax purposes who are not entitled to the benefits of an
applicable treaty for the avoidance of taxation. Under the tax treaty of 1953
entered into between Greece and the United States (the "US/Greece Tax Treaty"),
United States persons otherwise eligible for benefits under the US/Greece Tax
Treaty are not exempted from the payment of Greek capital gains tax. Any such
capital gains tax is in principle payable by the seller, although the seller and
purchaser are held jointly and severally liable.

         Under Greek law, the sale of shares of a SOCIETE ANONYME which operate
a television station may only be effected by means of a notarial deed along with
a special declaration for the payment of capital gains tax. A copy of the
notarial deed must be provided to the Greek National Council for Radio &
Television within ten days of execution. Transfers of shares exceeding 5% of the
capital of a broadcasting company are subject to approval by the Greek National
Council for Radio and Television, such approval to be given within forty days
from the date of submission.

         Transfers of shares not effected in accordance with the provisions of
Greek Law described above may result in any or all of the following: (i) the
relevant transfers shall be null and void (and, if such transfers involve more
than 5% of the share capital of the company, may not be approved by the Greek
National Council for Radio and Television); (ii) transferees will not be able to
exercise their rights as a shareholder of ours (I.E., receive dividends or
participate in or vote at a General Assembly, either directly or by proxy);
(iii) resolutions approved by a General Assembly in which the transferees or
their proxies participated and voted and the actions authorized pursuant thereto
(including, but not limited, to the approval of the financial statements and the
distribution of dividends) may be invalidated; (iv) any person who appears and
votes at a General Assembly without having the right to do so is subject to
criminal sanctions and fines; and (v) the non-filing of a tax declaration (such
as the declaration regarding the transfer of shares) by the person who is
obliged to do so or the filing of such declaration which subsequently is found
to be inaccurate would result in such person being liable for the payment of
additional taxes or penalties and if it were the intent of such person to evade
payment of tax, such person may also be subject to other administrative or
criminal sanctions.

         The consequences set forth in clauses (i) to (iv) above also apply to
transfers of shares not effected in accordance with the provisions of Greek law
between persons who reside for tax purposes in a country with which Greece has a
tax treaty exempting such persons from the payment of Greek capital gains tax.
In such case the transferor would be liable for the payment of penalties
amounting to between (euro)117.4 and (euro)1,173.9.

         Foreign purchasers of shares residing for tax purposes in a
jurisdiction with which Greece has concluded a tax treaty may be exempted from
capital gains tax in accordance with the provisions of such applicable treaty.
Although a treaty may exempt the seller from capital gains tax in Greece, the
procedural requirements required to validly transfer the shares must still be
satisfied. As noted above, the US/Greece Tax Treaty does not provide an
exemption from the application of Greek capital gains tax. Investors should


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consult their own tax advisors as to whether an income tax treaty with Greece
applies to the application of capital gains tax.

         The issuance of ordinary shares to a former holder of ADSs requires
that such shareholder be registered in our shareholders registry. As a
consequence of terminating the ADR facility, such shares will be transferred
from the Depositary to the Holder and such Holder will need to follow the
procedure for the transfer of shares described above. The same would also apply
to any subsequent transfer of shares by the Holders.

         Finally, pursuant to an express provision of Greek law, the transferee
remains jointly and severally liable with the transferor to the tax authorities
for the payment of capital gains tax in the event the transferor did not file
the relevant tax declaration.

         STAMP DUTY

         The transfer of shares as well as the payment of dividends therefrom is
exempt from stamp duty.

         INHERITANCE OR SUCCESSION AND DONATION TAXES

         Under Greek law, foreign individuals or legal entities who are neither
residents, nor deemed to be residents of Greece under Greek tax law, may be
exempted from inheritance, or succession and donation taxes on shares, if the
country in which they reside provides equal tax treatment to individuals or
legal entities, subject to the provisions of applicable treaties (if any). Even
if a treaty should apply should apply, the procedural requirements relating to
the transfer of shares are described above under "Taxation of Capital Gains"
must be complied with, otherwise the consequences referred to above will be
applicable.

         U.S. Holders of shares should consult their tax advisors with regard to
the applicability of the double inheritance tax avoidance treaty of 1950 entered
into between Greece and the United States.

         Investors should consult their own tax advisors as to the Greek or
other tax consequences arising from the acquisition, ownership and disposition
of shares, having regard to their particular circumstance.

SENIOR NOTES

GREEK TAX CONSIDERATIONS

         The following discussion summarizes the principal Greek income tax
consequences of an investment in the senior notes by a U.S. Holder not related
to the issuer of the bond. This disclosure does not discuss consequences to a
holder that is a citizen or a resident of the Hellenic Republic for tax purposes
or a company or other entity created or organized in or under the laws of the
Hellenic Republic or that has a connection to the Hellenic Republic other than
its investment in the senior notes. The following is a general description of
certain Greek tax aspects of the senior notes and does not purport to be a
comprehensive description of such tax aspects. In the opinion of Constantine
Xydias & Partners, our Greek counsel, the discussion accurately reflects the
material Greek income tax consequences of such an investment. No information is
provided regarding the tax aspects of owning, holding or disposing of the senior
notes under applicable tax laws of any jurisdiction other than the Hellenic
Republic. The discussion is not intended as


                                       73
<PAGE>

tax advice to any particular investor, which can be rendered only in light of
that investor's particular tax situation.

         In accordance with Greek tax legislation, corporate bonds issued by a
corporation registered in Greece enjoy the same treatment to that applying to
Greek State bonds. Therefore, interest arising from such bonds is subject to
withholding tax at 10%, which extinguishes the tax liability of the individual
bond holders in respect of such income. It should be noted that the tax applies
to the nominal yield of the bond whereas any capital gains from the trading of
the security in the secondary market will not be subject to withholding. The
holders of the bonds who are not residents in Greece for tax purposes are exempt
from the 10% withholding tax.

         Irrespective of the above, in accordance with the provisions of the
income tax treaty for the avoidance of double taxation between Greece and the
United States (the "Treaty"), interest on the senior notes paid to a U.S. Holder
that is a United States resident or corporation within the meaning of the Treaty
will be exempt from Greek income tax on condition that (i) the U.S. Holder is
not engaged in a trade or business in Greece through a "permanent establishment"
and (ii) the interest on the senior notes does not exceed 9% per year.
Consequently, the U.S. Holder will be exempt from Greek tax in respect of the
bond interest if the conditions set by the Treaty are satisfied irrespective of
the treatment provided by Greek tax legislation. The mere holding of the senior
notes or the enforcement of rights with respect thereto will not constitute a
permanent establishment. We intend to treat all holders as U.S. Holders not
permanently established in Greece unless it has information to the contrary.

         If taxes must be withheld by us or paid by the U.S. Holder, we, with
certain exceptions, will be liable for the payment of additional amounts, so
that the U.S. Holder receives the same amounts payable had no such Greek
withholding or other taxes been imposed. Holders that are not United States
residents or corporations within the meaning of the Treaty will not be entitled
to additional amounts in excess of those that would have been payable had such
Holders been United States residents or corporations within the meaning of the
Treaty.

         Any capital gain earned by U.S. Holders upon the sale or exchange of
the senior notes is exempt from Greek income tax.

         There are no Greek inheritance, gift or succession taxes applicable to
the ownership, transfer or disposition of the senior notes by a U.S. Holder,
except that such taxes will apply to the transfer by gift of the senior notes by
a U.S. Holder to a permanent resident of Greece and may apply to the transfer at
death of the senior notes by a U.S. Holder to a permanent resident of Greece.
There are no Greek stamp, issue, registration, or similar taxes or duties
payable by U.S. Holders of senior notes.

         ALL INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
GREEK TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF THE SENIOR NOTES,
INCLUDING THE EFFECT OF ANY REGIONAL OR LOCAL TAX LAWS.

UNITED STATES TAXATION

         The following discussion is based upon the provisions of the United
States Internal Revenue Code of 1986, as amended, the applicable United States
Treasury regulations promulgated and proposed thereunder, judicial authority and
current administrative rulings and practice, all of which are subject to change,
possibly on a retroactive basis.


                                       74
<PAGE>

         All investors are advised to consult their tax advisors as to the
particular United States tax consequences of the ownership and disposition of
the senior notes, including the effect of United States state and local income
tax and other tax laws.

         STATED INTEREST AND ORIGINAL ISSUE DISCOUNT. Each senior note was
issued with original issue discount ("OID") in an amount equal to the excess of
the "stated redemption price at maturity" of such senior note over its "issue
price." The "stated redemption price at maturity" of a senior note generally
will be equal to its stated principal amount. The "issue price" of the senior
notes is the first price at which a substantial amount of the senior notes were
sold to the public.

         A U.S. Holder will be required (absent the election described below to
treat all interest on a senior note as OID) to include in gross income the
stated interest on a senior note at the time that such interest accrues or is
received, in accordance with the U.S. Holder's regular method of accounting for
United States federal income tax purposes. A U.S. Holder also will be required
to include OID on a senior note in gross income as it accrues, prior to the
receipt of payments attributable to such income and regardless of such U.S.
Holder's regular method of accounting for federal income tax purposes. The
amount of OID accruing during each interest payment period is determined using
the constant yield method of accrual. The method by which OID is calculated will
cause U.S. Holders of senior notes to be required to include in income
increasing amounts of OID in successive accrual periods.

         A U.S. Holder of a senior note, subject to certain limitations, may
elect to include in gross income for federal income tax purposes all interest
that accrues on a senior note by using the constant yield method described
above. For purposes of the election, interest includes stated and unstated
interest, acquisition discount, OID, DE MINIMIS OID, market discount and DE
MINIMIS market discount, as adjusted by any amortizable bond premium or
acquisition premium. In applying the constant yield method to a senior note with
respect to which an election is made, the issue price of the senior note will be
equal to the electing U.S. Holder's adjusted tax basis in the senior note
immediately after its acquisition and no payments on the senior note will be
treated as payments of stated interest. This election generally is applicable
only to the senior note with respect to which it is made, must be made for the
taxable year in which the U.S. Holder acquires the senior note and will not be
revocable without the consent of the Internal Revenue Service. If the election
is made with respect to a senior note with amortizable bond premium, the U.S.
Holder will be deemed to have elected to apply amortizable bond premium against
interest with respect to all debt instruments with amortizable bond premium held
by the electing U.S. Holder as of, or acquired after, the beginning of the
taxable year in which the senior note is acquired. Such an election, if made in
respect of a market discount bond, will constitute an election to include market
discount in income currently on all market discount bonds held by such U.S.
Holder. See the discussion under "Premium and Market Discount," below.

         For purposes of determining a U.S. Holder's allowable United States
foreign tax credit, stated interest and OID on the senior notes will be treated
as income from sources outside the United States and will, with certain
exceptions, be treated separately, together with other items of "passive" or
"financial services" income or "high withholding tax interest," as applicable.
To the extent that payments of principal and interest are not subject to Greek
income or withholding tax (see above), the U.S. Holder will not have paid Greek
tax eligible for crediting but such foreign source income may affect the
creditability of foreign taxes imposed on other items of "passive" or "financial
services" income or "high withholding tax interest" from sources outside the
United States. To the extent that Greek income taxes must be withheld by us or
paid by the U.S. Holder, we will, with certain exceptions, be liable for the
payment of additional amounts so that the U.S. Holder will receive the same
amounts that would have been payable if no such withholding taxes had been
imposed. If additional amounts are paid due to the imposition of Greek
withholding taxes, the U.S. Holder will be treated as having actually received
the amount of Greek taxes withheld by us with respect to a senior note, and as
then having paid over such withheld taxes to the Greek taxing authorities.


                                       75
<PAGE>

As a result, the amount of interest income included in gross income for United
States federal income tax purposes by a U.S. Holder with respect to a payment of
interest may be greater than the amount of cash actually received by the U.S.
Holder with respect to such payment. Further, if additional amounts are paid due
to the U.S. Holder's payment of tax to the Greek taxing authorities such
additional amounts will be included in the U.S. Holder's gross income for United
States federal income tax purposes. Subject to certain limitations, a U.S.
Holder will generally be entitled to a credit against its United States federal
income tax liability, or a deduction in computing its United States federal
taxable income, for Greek income taxes withheld by us and paid over to the Greek
taxing authorities or for any taxes paid directly to the Greek taxing
authorities.

         CHANGE IN GREEK INCOME WITHHOLDING TAX RATE. The United States Internal
Revenue Service could take the position that the possibility that a change in
the Greek income withholding tax rate could occur during the term of the senior
notes will cause the senior notes to be treated under the rules applicable to
contingent payment debt instruments. If such position were successfully
asserted, gain realized by a U.S. Holder on the disposition of a senior note
would be re-characterized as ordinary income rather than capital gain and, under
present law, such gain would be subject to higher United States federal income
tax rates in the case of individual U.S. Holders. In addition, although these
rules could require a U.S. Holder to include projected amounts in income in
advance of the receipt of such amounts, a U.S. Holder would not be entitled to a
credit against its United States federal income tax liability or a deduction in
computing its United States federal taxable income for such Greek income taxes
until such taxes were paid to Greek taxing authorities. The balance of this
discussion assumes that the senior notes are not treated as contingent payment
debt instruments.

         PREMIUM AND MARKET DISCOUNT. If a U.S. Holder purchases a senior note
for an amount that is greater than its "adjusted issue price" (I.E., the issue
price of such senior note increased by the amount of OID accrued in prior
periods and reduced by prior payments made on the senior note other than
payments of stated interest) and less than or equal to its stated redemption
price at maturity (reduced by prior payments made on the senior note other than
payments of stated interest) such excess will be considered "acquisition
premium." The amount of OID that such U.S. Holder must include in its gross
income with respect to such senior note for any taxable year generally is
reduced by the portion of such acquisition premium properly allocable to such
year.

         If a senior note is purchased by a U.S. Holder for an amount in excess
of its principal amount (such excess generally being "bond premium"), the U.S.
Holder will not accrue OID and, in general, may elect to amortize the bond
premium over the period from the date of acquisition to the maturity date of the
senior note on a constant yield method. The amount of bond premium allocable to
any accrual period is offset against the stated interest allocable to such
accrual period (and any excess may be deducted, subject to certain limitations).
A U.S. Holder who elects to amortize bond premium must reduce its adjusted tax
basis in the senior note by the amount of such allowable amortization.

         If a senior note is purchased by a U.S. Holder for an amount that is
less than its adjusted issue price, the difference generally will be treated as
"market discount." In such case, any partial principal payments on and gain
realized on the sale, exchange or retirement of the senior note by such U.S.
Holder and unrealized appreciation on certain nontaxable dispositions of the
senior note will be treated as ordinary income to the extent of the market
discount that accrued on the senior note while held by such U.S. Holder (unless
the U.S. Holder has made an election to include such market discount in income
as it accrues). Unless the holder elects to treat market discount as accruing on
a constant yield method, market discount will be treated as accruing on a
straight-line basis over the term of the senior note. A U.S. Holder of a senior
note acquired with market discount who does not elect to include such market
discount in income on a current basis might be required to defer a portion of
any interest expense that may otherwise be


                                       76
<PAGE>

deductible on any indebtedness incurred or maintained to purchase or carry the
senior note until the maturity or earlier disposition of the senior note in a
taxable transaction.

         SALE, EXCHANGE OR RETIREMENT OF THE SENIOR NOTES. A U.S. Holder's tax
basis in a senior note generally will be its cost, increased by the amount of
OID and market discount previously taken into income by the U.S. Holder and
decreased by any bond premium amortizable by the U.S. Holder with respect to the
senior note and by any payments that are not payments of stated interest. A U.S.
Holder generally will recognize gain or loss on the sale, exchange or retirement
of a senior note in an amount equal to the difference between the amount of cash
plus the fair market value of any property received upon the sale, exchange or
retirement (other than any such amount received in respect of accrued interest,
which will be taxable as interest if not previously included in income) and the
U.S. Holder's adjusted tax basis in the senior note. Gain or loss recognized on
the sale, exchange or retirement of a senior note (except to the extent of
accrued market discount, which will be taxable as ordinary income) generally
will be capital gain or loss. In the case of a non-corporate U.S. Holder, the
federal tax rate applicable to capital gains will depend on the holder's holding
period for the senior notes, with a preferential rate available for senior notes
held for more than one year, and upon the holder's marginal tax rate for
ordinary income. The deductibility of capital losses is subject to limitations.
Gain realized on the sale, exchange or retirement of a senior note by a U.S.
Holder will generally be treated as United States source income. Under current
United States temporary Treasury regulations, loss realized by a U.S. Holder on
the sale, exchange or retirement of a senior note generally also will be treated
as from sources within the United States (with exceptions relating to
un-amortized premium, accrued but unpaid interest, offsetting positions and
certain other situations).

F.       DIVIDENDS AND PAYING AGREEMENT

         Not applicable.

G.       STATEMENT BY EXPERTS

         Not applicable.

H.       DOCUMENTS ON DISPLAY

         We are a "voluntary filer" of periodic reports with the SEC by reason
of covenants in the indentures governing our senior notes. These reports and
other information can be inspected without charge and copied at established
rates at the public reference facilities maintained by the SEC in Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices located
at 233 Broadway Avenue, New York, New York and the Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of this
material are also available by mail from the Public Reference Section of the
SEC, at 450 Fifth Street, N.W., Washington, D.C. 20549, at established rates.
The reports and other information are also available free of charge at the SEC's
website at WWW.SEC.GOV

I.       SUBSIDIARY INFORMATION

         Not applicable.

ITEM 11.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

FOREIGN EXCHANGE RISK MANAGEMENT

         As of January 1, 2002, our functional currency is euro. Prior to that
date, our functional currency was the drachma. However, certain of our revenue,
operating costs and expenses are denominated in currencies


                                       77
<PAGE>

other than the euro. Transactions involving other currencies were converted into
euro (and will be converted into euro) using the exchange rates in effect at the
time of the transactions. Assets and liabilities denominated in other currencies
are stated at the euro equivalent (for periods prior to January 1, 2002) using
exchange rates in effect at period-end. Non-euro denominated revenue,
principally from licensing and distribution of programming outside Greece,
accounted for (euro)8.7 million, or 4.8% of total net revenue in 2003 and
(euro)8.6 million, or 5.1%, OF total net revenue in 2002. Our non-euro
denominated operating costs, principally foreign-produced programming invoiced
in U.S. dollars, accounted for 3.6% of total net revenue in 2003 and 3.7% 2002.
Non-euro denominated indebtedness (primarily U.S. dollars) totaled (euro)55.8
million or 20.8% of total indebtedness, at December 31, 2003 and (euro)70.0
million, or 33.0% of total indebtedness, at December 31, 2002 (including the
current portion of long-term debt of (euro)0.5 in 2002). Gains and losses
resulting from exchange rate fluctuations are reflected in the statements of
operations.

         Historically, advertising in most forms of media has been correlated to
general economic conditions. Since substantially all of our operations are
conducted in Greece, our operating results will depend to a certain extent on
the prevailing economic conditions in Greece. In addition, a significant
proportion of our revenue was in drachmae and now in euro. We expect to increase
modestly the level of non-euro denominated revenue as result of our strategy of
increasing our sales of programming to Greek-speaking audiences residing outside
Greece and to other markets.

         At times, we may hedge elements of our currency exposure through use of
derivative instruments such as forward exchange agreements and currency options,
though we might also consider interest rate swaps. We are continuously
evaluating alternatives for future hedging opportunities. Derivatives involve,
to varying degrees, market exposure and credit risk. Market exposure means that
changes in interest rates or currency exchange rates cause the value of
financial instruments to decrease or increase or its obligations to be more or
less costly to settle. When used for risk management purposes, any gains or
losses on the derivatives will offset losses or gains on the asset, liability or
transaction being hedged.

         We have experienced net foreign exchange losses in the past, and we
could experience them in the future if foreign exchange rates shift in excess of
the risk covered by hedging arrangements. Credit risk will arise if a counter
party fails to perform its obligations. We intend to minimize credit risk by
entering into contracts only with highly credit rated counter parties and
through internal limits and monitoring procedures.

         We record financial instruments to which we are a party in the balance
sheet at fair value.

         The tables below present the principal, cash flows and related weighted
average interest rates by expected maturity date of our indebtedness that may be
sensitive to foreign currency exchange rate fluctuations:

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2003
                                                               -----------------
FINANCIAL INSTRUMENT                               MATURITY (2007)                FAIR VALUE
--------------------                               ---------------                ----------
                                                         ((EURO))               ((EURO))  ($)
                                                                 (IN MILLIONS)
<S>                                                    <C>                      <C>   <C> <C>
Senior notes due 2007 ($69.3 million)                   55.0                     55.8      70.3
Average interest rate                                   10.2%                         --

                                                               DECEMBER 31, 2003
                                                               -----------------
FINANCIAL INSTRUMENT                               MATURITY (2008)                FAIR VALUE
--------------------                               ---------------                ----------
                                                         ((EURO))               ((EURO))   ($)
                                                                 (IN MILLIONS)
Senior notes due 2008 ((euro)138.7  million)           138.7                    141.5     178.2
Average interest rate                                   10.2%                         --
</TABLE>


                                       78
<PAGE>

         The average interest rate represents the stated interest rate of 9.0%
of senior notes due 2007 in U.S. dollars and 9.75% of senior notes due 2008 in
euro, plus amortization of deferred issuance costs.


         INTEREST RATE RISK MANAGEMENT

     We manage interest rate risk by financing non-current assets and a portion
of current assets with equity, long-term liabilities and long-term debt with
fixed interest rates.

     The tables below present the principal, cash flows and related weighted
average interest rates by expected maturity date of our indebtedness that may be
sensitive to interest rate fluctuations:

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2003
                                                               -----------------
FINANCIAL INSTRUMENT                               MATURITY (2007)                FAIR VALUE
--------------------                               ---------------                ----------
                                                         ((EURO))               ((EURO))  ($)
                                                                 (IN MILLIONS)
<S>                                                    <C>                      <C>   <C> <C>
Senior notes due 2007 ($69.3 million)                   55.0                     55.8      70.3
Average interest rate                                   10.2%                         --
                                                               DECEMBER 31, 2003
                                                               -----------------
FINANCIAL INSTRUMENT                               MATURITY (2008)                FAIR VALUE
--------------------                               ---------------                ----------
                                                         ((EURO))               ((EURO))   ($)
                                                                 (IN MILLIONS)
Senior notes due 2008 ((euro)138.7  million)           138.7                    141.5     178.2
Average interest rate                                   10.2%                         --
</TABLE>

         The average interest rate represents the stated interest rate of 9.0%
of senior notes due 2007 in U.S. dollars and 9.75% of senior notes due 2008 in
euro, plus amortization of deferred issuance costs.

ITEM 12.          DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

         Not applicable.



ITEM 13.          DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES

         Not applicable.

ITEM 14.          MATERIAL MODIFICATIONS TO THE RIGHT OF SECURITY HOLDER AND USE
                  OF PROCEEDS

         Not applicable.

ITEM 15.          CONTROLS AND PROCEDURES

         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. As of December 31,
2003, our Chief Executive Officer and Chief Financial Officer evaluated the
effectiveness of our disclosure controls and procedures. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that as of the end of the year, our disclosure controls and procedures were
effective to ensure that information we are required to disclose in our filings
under the Exchange Act are recorded, processed, summarized and reported, within
the time periods specified in the SEC's rules and forms, and to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.


                                       79
<PAGE>

         CHANGES TO INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING.
During the period covered by this annual report there were no significant
changes to our internal control over financial reporting or in other factors
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.

ITEM 16.          ADDITIONAL DISCLOSURES


A.       AUDIT COMMITTEE FINANCIAL EXPERT.

         Our board of directors has determined that Dr. Nikolaos Angelopoulos, a
member of our audit committee, qualifies as an "audit committee financial
expert" (as defined by applicable SEC rules). Dr. Angelopoulos is our CFO and is
therefore not independent under the listing standards that would be applicable
to companies whose shares are quoted for trading on the Nasdaq Stock Market. We
ceased to be potentially subject to such independence rules, which otherwise
become effective July 31, 2005, upon delisting our ADSs.

B.       CODE OF ETHICS.

         We have adopted a code of ethics (the "Code of Ethics") that applies to
our principal executive officer, principal financial officer, principal
accounting officer or controller, and persons performing similar functions
(together, the "Financial Supervisors"). Since the adoption of the Code of
Ethics, there have not been any amendments to the Code of Ethics or waivers,
including implicit waivers, from any provision of the Code of Ethics.

C.       PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         The following table provides information about the fees billed to us
for professional services rendered by KPMG during fiscal 2003 and 2002:

--------------------------------------------------------------------------------
(EUR  THOUSANDS)                     2003                        2002
--------------------------------------------------------------------------------
Audit Fees                           165.7                      143.4
--------------------------------------------------------------------------------
Audit-Related Fees                    6.0                        --
--------------------------------------------------------------------------------
Tax Fees                              --                         --
--------------------------------------------------------------------------------
All Other Fees                        --                         --
--------------------------------------------------------------------------------
Total                                171.7                      143.4
================================================================================


AUDIT FEES. Audit fees consist of fees for the audit of our annual financial
statements or services that are normally provided in connection with statutory
and regulatory filings or engagements.

AUDIT-RELATED FEES. Audit-related fees consist of fees for assurance and related
services that are reasonably related to the performance of the audit or review
of our financial statements and are not reported as Audit Fees. During fiscal
2003, the services provided in this category were related to special statutory
reporting.

TAX FEES. Tax fees consist of fees for tax compliance services, tax advice and
tax planning. No such services were provided in 2002 or 2003.


                                       80
<PAGE>

PRE-APPROVAL POLICIES AND PROCEDURES

         (a)      The Audit Committee pre-approves any engagement of KPMG for
audit and non-audit services.


ITEM 17.          FINANCIAL STATEMENTS

         Not applicable.

ITEM 18.          FINANCIAL STATEMENTS

         See pages F-1 to F-47

ITEM 19.          EXHIBITS

1.1      Articles of Incorporation of Antenna TV S.A. (1)

2.1      Indenture dated as of August 12, 1997 between Antenna and The Bank of
         New York, as Trustee (1)

2.2      Indenture dated as of June 18, 2001 between Antenna and The Bank of New
         York, as Trustee (2)

4.1      Amended and Restated Agreement as of March 26, 2004 between Antenna and
         Mr. Minos Kyriakou relating to Antenna's investment in Euroholdings
         Capital & Investment Corp. (previously known as Athenian Capital
         Holdings S.A.)

8.1      Significant Subsidiaries

99.1     Certification pursuant to U.S.C Section 1350, as adopted pursuant to
         Section 90.6 of the Sarbanes-Oxley Act of 2002.

99.2     Certification pursuant to U.S.C Section 1350, as adopted pursuant to
         Section 90.6 of the Sarbanes-Oxley Act of 2002.



------------------------
(1)  Incorporated by reference to Registration Statement on Form F-4
     (Registration No. 333-7752).

(2)  Incorporated by reference to Registration Statement on Form F-4
     (Registration No. 333-65114).


                                       81

<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

Independent Auditors' Report...........................................      F-2

Consolidated Statements of Operations for the years ended
December 31, 2001, 2002 and 2003.......................................      F-3

Consolidated Balance Sheets as of December 31, 2002 and 2003...........      F-4

Consolidated Statements of Shareholders' Equity for the years
ended December 31, 2001, 2002 and 2003.................................      F-6

Consolidated Statement of Cash Flows for the years ended
December 31, 2001, 2002 and 2003.......................................      F-7

Notes to Consolidated Financial Statements.............................      F-8


                                       F-1

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders
Antenna TV S.A.

         We have audited the accompanying consolidated balance sheets of Antenna
TV S.A. and its subsidiaries as of December 31, 2002 and 2003, and the related
consolidated statements of operations, changes in shareholders' equity, and cash
flows for each of the years in the three-year period ended December 31, 2003.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

         We conducted our audits in accordance with generally accepted auditing
standards in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Antenna
TV S.A. and its subsidiaries as of December 31, 2002 and 2003, and the
consolidated results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 2003, in conformity with generally
accepted accounting principles in the United States.

         As discussed in Note 2, the Company adopted Statement of Financial
Accounting Standards No. 142 GOODWILL AND OTHER INTANGIBLE ASSETS as of January
1, 2002 and, accordingly ceased amortizing, goodwill and indefinite lived
intangible assets as of that date. Additionally the Company adopted Statement of
Position (SOP) 00-2 ACCOUNTING BY PRODUCERS OR DISTRIBUTORS OF FILMS as of
January 1, 2001, changing revenue recognition and accounting for advertising,
development and overhead cost on television productions.


/s/ KPMG

Athens, Greece
March 2, 2004


                                       F-2
<PAGE>

                                 ANTENNA TV S.A.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
        (IN THOUSANDS OF EURO AND US DOLLARS, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                       ---------------------------------------------------------------
                                           NOTES          2001            2002            2003            2003
                                           -----          ----            ----            ----            ----
                                                        ((EURO))        ((EURO))        ((EURO))           ($)
<S>                                      <C>             <C>             <C>             <C>             <C>
Advertising revenue................                      113,545         122,414         127,914         161,133
Related party revenue..............          6             5,785           5,699           5,492           6,919
Publication revenue................                       20,402          19,354          23,380          29,452
Other revenue......................        2, 22          18,359          21,383          23,627          29,763
                                                         -------         -------         -------         -------
Total net revenue..................         2,30         158,091         168,850         180,413         227,267
                                                         -------         -------         -------         -------
Cost of sales......................                       63,302          69,993          71,613          90,211
Selling, general and
     administrative expenses.......                       27,994          30,792          35,986          45,332
Amortization of programming costs..          8            43,747          47,445          52,025          65,536
Depreciation and amortization......      9, 10, 11         7,740           8,403           6,788           8,551
                                                         -------         -------         -------         -------
Operating income...................                       15,308          12,217          14,001          17,637
Interest expense, net..............      13, 14, 15,
                                             16          (18,640)        (22,079)        (20,649)        (26,011)
Foreign exchange (losses) gains,
     net...........................          23           (5,041)         10,163           9,356          11,786
Equity in net (loss) in
     unconsolidated affiliate......          7                (5)             (3)             --              --
Other (expense), net...............          24          (37,377)         (2,371)           (938)         (1,182)
Minority interest in loss (income)
     of consolidated entities......                        1,423             671              (5)             (6)
                                                         -------         -------         -------         -------
(Loss) earnings before income taxes                      (44,332)         (1,402)          1,765           2,224
(Benefit) provision  for income
     taxes.........................          18          (13,958)            860           1,616           2,036
                                                         -------         -------         -------         -------
(Loss) earnings before change in
     accounting principle..........                      (30,374)         (2,262)            149             188
Cumulative effect of a change in
     accounting principle (net of
     income taxes of(euro)347 and(euro)117)  2              (578)           (953)             --              --
                                                         -------         -------         -------         -------
Net (loss) income..................                      (30,952)         (3,215)            149             188
                                                         =======         =======         =======         =======
Basic and diluted (loss) earnings
     per share before cumulative
     effect of the change in
     accounting principle..........          2              (1.5)           (0.2)             --              --
                                                         =======         =======         =======         =======
Basic and diluted (loss) per share
     of change in accounting
     principle.....................                           --              --              --              --
                                                         =======         =======         =======         =======
Basic and diluted (loss) earnings
     per share.....................          2              (1.5)           (0.2)             --              --
                                                         =======         =======         =======         =======
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2003
                       balances is (euro) 1.00 to $ 1.2597

             The balances as at December 31, 2001 are restated from
                   GRD into Euros at (euro) 1.00 to GRD 340.75



The accompanying notes are an integral part of the consolidated financial
statements.

                                       F-3
<PAGE>

                                 ANTENNA TV S.A.

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2003
                      (IN THOUSANDS OF EURO AND US DOLLARS)

                                     ASSETS


<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                 ---------------------------------------------
                                                  NOTES            2002               2003              2003
                                                  -----            ----               ----              ----
                                                                 ((euro))           ((euro))             ($)
<S>                                              <C>              <C>                <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents............                           89,815             81,395           102,533
   Marketable equity securities.........            7               3,531              2,852             3,593
   Accounts receivable, less allowance
      for doubtful accounts of(euro)6,747
      in December 2002 and(euro)7,929 in
      December 2003.....................            4              77,715             74,304            93,601
   Inventories..........................            5               2,303              2,036             2,565
   Due from related parties.............            6              15,799             18,762            23,634
   Advances to related parties..........            6               3,761              3,376             4,253
   Advances to third parties............                            7,786              7,026             8,851
   Deferred tax assets..................           18               4,137              3,268             4,117
   Prepaid expenses and other current
        assets..........................                              684                807             1,016
   Income and withholding tax advances..                            1,451              1,669             2,102
                                                                  -------            -------           -------
      Total current assets..............                          206,982            195,495           246,265
                                                                  -------            -------           -------
Investments.............................            7              13,532             12,932            16,291
Property and equipment, net.............            9              21,319             22,442            28,270
Broadcast, transmission and printing
     equipment under capital leases, net           10               4,102              3,327             4,191
Deferred charges, net...................            2               5,559              3,999             5,038
Programming costs.......................            8              98,755             90,109           113,510
Due from related party..................            6               9,754              7,160             9,019
Advances to related parties.............            6                 153                169               213
Goodwill................................            2               5,120              5,631             7,093
Other amortizable intangible assets, net          2,11                474                378               476
Deferred tax assets.....................           18              17,561             18,247            22,986
Other assets............................           12               9,230              9,230            11,627
                                                                  -------            -------           -------
      Total assets......................                          392,541            369,119           464,979
                                                                  =======            =======           =======
</TABLE>


     Exchange rate for the convenience translation of the December 31, 2003
                        balances is(euro)1.00 to $ 1.2597



The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-4
<PAGE>

                                 ANTENNA TV S.A.

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2003
                      (IN THOUSANDS OF EURO AND US DOLLARS)

                       LIABILITIES & SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                 ---------------------------------------------
                                                  NOTES            2002               2003              2003
                                                  -----            ----               ----              ----
                                                                 ((euro))           ((euro))             ($)
<S>                                              <C>              <C>                <C>               <C>
CURRENT LIABILITIES:
   Bank overdrafts and short-term
        borrowings.......................          13              17,875             18,767            23,641
   Current portion of obligations under
        capital leases...................          16                 870                748               942
   Current portion of long-term debt.....          15                 489                 --                --
   Trade accounts, notes and cheques
        payable..........................                          30,412             31,349            39,490
   Program license payable...............                          25,101             26,287            33,113
   Customer advances.....................                           1,174              1,455             1,833
   Payable to related parties............           6                  23                500               630
   Accrued interest......................         13,14             9,644              8,849            11,147
   Accrued expenses and other current
        liabilities......................          17              13,268             16,187            20,391
   Income taxes payable..................          18              10,646              2,212             2,787
   Deferred tax liability................          18               3,712              3,563             4,488
                                                                  -------            -------           -------
      Total current liabilities..........                         113,214            109,917           138,462
                                                                  -------            -------           -------
LONG-TERM LIABILITIES:
   Senior Notes..........................          14             212,691            193,751           244,068
   Long-term obligations under capital
        leases...........................          16               1,998              1,168             1,471
   Payable to related parties............           6                 398                 --                --
   Employee retirement benefits..........          19               1,742              1,974             2,487
   Long-term provisions..................          29                 481                579               729
                                                                  -------            -------           -------
      Total liabilities..................                         330,524            307,389           387,217
                                                                  -------            -------           -------
Minority interests.......................                              66                 71                90
                                                                  -------            -------           -------
SHAREHOLDERS' EQUITY:
   Share capital.........................          20               5,825              5,955             7,501
   Additional paid--in capital............                          84,270             84,270          106,155
   Accumulated deficit...................                         (28,225)           (28,206)          (35,531)
   Accumulated other comprehensive
        income (loss)....................           2                  81              (360)              (453)
                                                                  -------            -------           -------
      Total shareholders' equity.........                          61,951             61,659            77,672
                                                                  -------            -------           -------
Commitments and contingencies............         28,29                --                 --                --
   Total liabilities and shareholders'
        equity...........................                         392,541            369,119           464,979
                                                                  =======            =======           =======
</TABLE>


     Exchange rate for the convenience translation of the December 31, 2003
                        balances is(euro)1.00 to $ 1.2597



The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-5
<PAGE>


                                 ANTENNA TV S.A.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
                             (IN THOUSANDS OF EURO)

<TABLE>
<CAPTION>
                                                         ACCUMULATED (DEFICIT) RETAINED EARNINGS
                               ------------------------------------------------------------------------------------------------
                                                   LEGAL, TAX  ACCUMULATED              ACCUMULATED
                                         ADDITIONAL FREE AND    (DEFICIT)                  OTHER
                                SHARE     PAID-IN    OTHER       RETAINED              COMPREHENSIVE              COMPREHENSIVE
                               CAPITAL    CAPITAL   RESERVES     EARNINGS    TOTAL     INCOME (LOSS)  GRAND TOTAL  INCOME (LOSS)
                               -------    -------   --------     --------    -----     -------------  -----------  -------------
<S>                              <C>       <C>        <C>        <C>       <C>             <C>         <C>            <C>
BALANCE DECEMBER 31, 2000....    5,825     84,270     9,113       (3,171)    5,942         (20,125)     75,912
Net (loss) for the year             --         --        --      (30,952)  (30,952)             --     (30,952)       (30,952)
Realization of other
     than temporary
     loss of
     marketable equity
     securities..............       --         --        --           --        --          20,124      20,124         20,124
Currency translation
     adjustment........ .....       --         --        --           --        --               2           2              2
                                                                                                                      -------
Total comprehensive
     (loss)..................       --         --        --           --        --              --          --        (10,826)
                                                                                                                      =======
Transfer of statutory
     earnings to
     legal, tax free
     and other reserves             --         --       562        (562)        --              --          --             --
                             -------------------------------------------------------------------------------------------------

BALANCE DECEMBER 31, 2001....    5,825     84,270     9,675     (34,685)   (25,010)              1      65,086             --
Net (loss) for the year             --         --        --      (3,215)    (3,215)             --      (3,215)        (3,215)
Unrealized gain on
     available for
     sale equity
     securities, net
     of tax charge of
     (euro)43................       --         --        --           --         --             80          80             80
                                                                                                                      -------
Total comprehensive
     loss....................       --         --        --           --         --             --          --         (3,135)
                                                                                                                      =======
Transfer from legal,
     tax free and
     other reserves to
     statutory earnings .....       --         --   (4,173)        4,173         --             --          --
                             -------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2002....    5,825     84,270     5,502      (33,727)  (28,225)             81      61,951             --
Net income for the year......       --         --        --          149       149              --         149            149
Capitalization of
     legal -special
     reserve.................      130         --     (130)           --      (130)             --          --
Unrealized loss on
     available for
     sale equity
     securities, net
     of tax benefit of
     (euro)238...............       --         --        --           --        --            (441)       (441)          (441)
                                                                                                                      -------
Total comprehensive
     loss....................       --         --        --           --        --              --          --           (292)
                                                                                                                      =======
Transfer of statutory
     earnings to legal,
     tax free and
     other reserves .........                           75           (75)       --              --          --
                             -------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2003....   5,955      84,270     5,447     (33,653)   (28,206)           (360)     61,659
                              =======     =======   =======     =======    =======         =======     =======
</TABLE>


         The balances as at December 31, 2000 and 2001 are restated from
                  GRD into Euros at (euro) 1.00 to GRD 340.75



The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-6
<PAGE>

                                 ANTENNA TV S.A.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
                      (IN THOUSANDS OF EURO AND US DOLLARS)

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31,
                                                                  ---------------------------------------------------------
                                                                    2001           2002              2003            2003
                                                                    ----           ----              ----            ----
                                                                   ((EURO))       ((EURO))         ((EURO))           ($)
<S>                                                                <C>             <C>              <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) income....................................           (30,952)        (3,215)             149            188
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
   (Gain) loss  from repurchase of Senior Notes.........              (334)        (2,474)              77             97
   Cumulative effect of a change in accounting principle               578            953               --             --
   Deferred income taxes................................           (16,052)       (13,026)             272            343
   Minority interest on acquired entities...............            (1,423)          (671)               5              6
   Equity in net loss of unconsolidated affiliate.......                 5              3               --             --
   Amortization of debt issuance expenses...............             1,324          1,124            1,098          1,383
   Write down in marketable equity securities and
        investments.....................................            37,392          4,813              600            756
   Depreciation of property and equipment and capital
        leases and amortization of programming costs,
        goodwill and other intangibles..................            51,487         55,848           58,813         74,087
   Provision for other long-term liabilities............                --             --               98            123
   Provision for employee retirement benefits...........               241            225              232            292
   CHANGE IN ASSETS AND LIABILITIES
      (Increase) decrease in accounts and other
          receivable....................................            (5,772)         1,395            3,411          4,297
      (Increase) decrease in due from/to related parties            (8,688)         3,488               81            102
      (Increase) in programming costs...................           (49,410)       (56,807)         (48,214)       (60,735)
      (Increase) decrease in prepaid and licensed
          programming expenditures......................            (1,100)        (5,174)           4,836          6,092
      (Decrease) increase in trade accounts, notes and
          cheques payable...............................            (2,935)         4,287              937          1,180
      Increase in licensed program payable..............             7,362         11,960            1,185          1,493
      (Increase) decrease in inventories................              (106)          (132)             267            336
      (Decrease) increase in customer advances..........              (488)           393              280            353
      Increase (decrease) in accrued expenses and other
          liabilities...................................             7,711         (3,335)           2,123          2,674
      (Decrease) increase in income taxes payable.......            (3,417)         8,708           (8,434)       (10,624)
      Other, net........................................             2,397          2,495              462            582
                                                                   -------        -------          -------        -------
      Total adjustments.................................            18,772         14,073           18,129         22,837
                                                                   -------        -------          -------        -------
NET CASH (USED) PROVIDED IN OPERATING ACTIVITIES........           (12,180)        10,858           18,278         23,025
                                                                   -------        -------          -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition and right of acquisition of businesses,
     net of cash........................................           (13,535)          (187)            (781)          (984)
   Purchase of assets under capital leases..............            (1,673)          (177)              --             --
   Purchase of fixed assets.............................            (8,566)        (4,227)          (6,811)        (8,580)
                                                                   -------        -------          -------        -------
NET CASH (USED) IN INVESTING ACTIVITIES.................           (23,774)        (4,591)         (7, 592)        (9,564)
                                                                   -------        -------          -------        -------
CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from Senior Notes...........................           150,000             --               --             --
   Debt issuance costs..................................            (5,447)           (52)              --             --
   Proceeds (repayment) from long-term debt.............               981           (606)            (489)          (616)
   Redemption of Senior Notes...........................           (14,412)        (7,736)          (7,477)        (9,419)
   (Decrease) increase in bank overdrafts and short
        term borrowings, net............................           (21,534)           384              891          1,122
   Decrease in restricted cash..........................               693             44               --             --
   Increase in lease obligation.........................             1,673            177               --             --
   Repayments of capital lease obligations..............              (920)        (1,035)            (952)        (1,199)
                                                                   -------        -------          -------        -------
NET CASH PROVIDED (USED) IN  FINANCING ACTIVITIES.......           111,034         (8,824)          (8,027)       (10,112)
                                                                   -------        -------          -------        -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH.................             4,789        (12,225)         (11,079)       (13,955)
INCREASE (DECREASE) IN CASH.............................            79,869        (14,782)          (8,420)       (10,606)
CASH AT BEGINNING OF YEAR...............................            24,728        104,597           89,815        113,140
                                                                   -------        -------          -------        -------
CASH AT END OF YEAR.....................................           104,597         89,815           81,395        102,534
                                                                   =======        =======          =======        =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest...............................            11,691         24,221           21,271         26,795
   Cash paid for income taxes...........................             1,138          5,081            8,491         10,696
</TABLE>


     Exchange rate for the convenience translation of the December 31, 2003
                        balances is(euro)1.00 to $ 1.2597

      The balances as at December 31, 2001 are restated from GRD into Euros
                          at (euro) 1.00 to GRD 340.75



The accompanying notes are an integral part of the consolidated financial
statements.


                                       F-7
<PAGE>

                                 ANTENNA TV S.A.

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


1.       OPERATIONS OF THE COMPANY

         Antenna TV S.A. ("Antenna"), a Greek societe anonyme, was founded by
Mr. Minos Kyriakou, the Chairman of the Company. The Company began operations at
the end of 1989 after the introduction of private commercial television in
Greece. The principal activity of Antenna and its operating subsidiaries (the
"Company") is the sale of advertising spots on television and radio and
publishing revenue. These activities are primarily conducted through
subsidiaries in Greece.


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


BASIS OF FINANCIAL STATEMENTS

         The Company primarily maintains its accounting records and publishes
its statutory financial statements in accordance with Greek tax and corporate
regulations and has made certain adjustments to these records to present the
accompanying financial statements in accordance with U.S. generally accepted
accounting principles. The amounts are in thousands of euro and U.S. dollars,
except share data and exchange rates.

         The accompanying financial statements have been restated from the
drachmae to the euro, which, as of January 1, 2002, is the Company's reporting
currency. The financial statements have been recast in accordance with EITF D-71
"ACCOUNTING ISSUES RELATING TO THE INTRODUCTION OF THE EUROPEAN ECONOMIC AND
MONETARY UNION (EMU)". Prior year balances have been recast using the exchange
rate between the euro and the drachmae, as of January 1, 1999, of (euro)1.00 to
GRD 340.75. Comparative financial statements depict the same trends as would
have been presented if the Company had continued to present the financial
statements in drachmae. However, the financial statements for periods prior to
January 1, 1999 will not be comparable to the financial statements of other
companies that report in euros and that restated amounts from a currency
different from the drachmae.

ACQUISITIONS OF UNRELATED BUSINESSES

         I)       YEAR ENDED DECEMBER 31, 2001

         In January 2001, the Company acquired a 51% interest in Blues Hall EPE
for cash consideration of (euro)18. This acquisition was accounted for using the
purchase method and, accordingly, the net assets acquired have been recorded at
their fair value and the results of operations included from the date of
acquisition. Based on estimates of fair value, (euro)920 had been allocated to
goodwill which was impaired as a result of the adoption of SFAS 142.

         In May 2001, the Company commenced its Internet activities/services and
became a 99.9% shareholder in a newly established company, Antenna Internet
S.A., with an initial investment of (euro)59.

         The Company has an agreement with Cosmote, a mobile telephone company
and a subsidiary of Hellenic Telecommunications Organization (OTE), to offer
content for mobile-based value added services. Under the agreement, Antenna
provides infotainment services, such as news information, sports


                                       F-8
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


results and horoscopes, to Cosmote's subscribers. Antenna has also signed a
memorandum of understanding to offer content to Cosmote's mobile phone
subscribers for SMS services, such as news alerts and message services
(including voting capabilities) concerning BIG BROTHER.

         In January 2001, the Company entered into an agreement with Stet
Hellas, a subsidiary of Telestet, an Italian telecommunications company, to
deliver content to Stet Hellas' mobile phone subscribers using wireless
application protocol services. An agreement also exists to offer content to Stet
Hellas' mobile phone subscribers for SMS services, such as news alerts and
message services

         In October 2001, an agreement was signed with Vodafon/Panafon, a mobile
telephone company, to offer content to their mobile phone subscribers for SMS
services, such as news alerts and message services (including voting
capabilities).

         In the third quarter of 2001, the Company became a shareholder (75%
interest) in a newly established music recording company, Heaven Music S.A., and
(euro)44 was contributed as an initial investment.

         In the third quarter of 2001, the Company became a 100% shareholder in
a newly established company Antenna Pay TV Ltd, which in turn owns 100% of
Antenna Gold Overseas Ltd and CYP 5,000 was contributed as an initial
investment. Antenna Pay TV Ltd was established to acquire the interest in NetMed
NV (see below).

         In the fourth quarter of 2001, Antenna Internet became a shareholder
(80% interest) in VIPS 24, a newly established company, for an initial
investment of (euro)47. VIPS 24 is fully consolidated with Antenna Internet.

         On October 8, 2001 the Company completed its acquisition of a 5%
interest in NetMed NV, the pay television platform of MIH Limited in Greece and
Cyprus (acquiring 622 Class E shares) for cash consideration of $12.3 million.
The investment in NetMed NV was diluted to a 4.18% interest in 2003, as a result
of the issuance by NetMed of shares to an additional strategic investor. This
investment has been accounted for at cost (refer to Note 7).

         Pursuant to the channel distribution agreement, the Company has agreed
to license to NetMed in Greece and Cyprus certain television channels via pay
television systems for a period of 5 years. Initially, the Company licensed a
twelve-hour television channel called "Antenna Gold". Antenna Gold was launched
during September 2002. The Company is receiving a fee in respect of each
subscriber, as defined in the channel distribution agreement. The Company is
also entitled to 100% of all revenue derived from the sale of advertising and
sponsorships on Antenna Gold. For the years ended December 31, 2002 and 2003,
the Company's revenue earned from such an agreement amounted to (euro)170 and
(euro)200, respectively.

         Antenna TV and MultiChoice Hellas concluded various agreements in 2001,
2002 and 2003 under which Antenna TV assigned the right to distribute BIG
BROTHER, BIG BROTHER II and THE WALL to MultiChoice Hellas through a channel on
the Nova bouquet. These rights expired on December 31, 2001, 2002 and 2003
respectively. During the period of the agreement Antenna received a fee related
to the number of new subscribers.


                                       F-9
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


     II)          YEAR ENDED DECEMBER 31, 2003

         On July 29, 2003 the Company became the sole shareholder of a newly
established company Fonitiki Techni EPE known as Fame Studio and (euro)18 was
contributed to the share capital. Fame Studio operates as a school of vocal
artists and commenced its operations in the fourth quarter of 2003.

         On September 8, 2003, the Company acquired a further 11% interest in
Heaven Music for cash consideration of (euro)586. This acquisition was accounted
for using SFAS 141 and, accordingly, net assets acquired have been recorded
based on their estimate of fair value at the date of aquisition and the results
of their operations included from the date of acquisition. Fair value was
determined based on internal studies.

         The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition.

Receivables                                                183
Other assets                                                71
Goodwill                                                   579
Property, plant and equipment                               54
                                                        ------
                                                           887

Accounts payable and accrued liabilities                   301
                                                        ------
Net assets acquired                                        586
                                                        ======

         The (euro)579 of goodwill was assigned to the music recording segment.
The total amount assigned to goodwill is not expected to be tax deductible.

         On a proforma basis, reflecting the acquisition as if it had taken
place at the beginning of the year, unaudited net revenues, net earnings and
basic and diluted earnings per share would be approximately the same.

BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

         On January 1, 2002 the Company adopted FASB Statement No. 141, BUSINESS
COMBINATIONS, and Statement No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001 as well as all purchase
method business combinations completed after June 30, 2001. Statement 141 also
specifies criteria that intangible assets acquired in a purchase method business
combination must meet to be recognized and be accounted for separately.
Statement 142 will require that goodwill and intangible assets with indefinite
useful lives no longer be amortized, but instead tested for impairment at least
annually in accordance with the provisions of Statement 142. Statement 142 will
also require that intangible assets with definite useful lives be amortized over
their respective estimated useful lives to their estimated residual values, and
reviewed for impairment in accordance with SFAS No. 121, ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.


                                      F-10
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         Upon adoption of SFAS No. 141 and SFAS No. 142 the Company evaluated
its existing intangible assets and goodwill that were acquired in a prior
purchase business combination, and made any necessary reclassifications required
by SFAS No. 141. Upon the adoption of SFAS 142, the Company reassessed the
useful lives and residual values of all intangible assets acquired in purchase
business combinations. In addition, to the extent an intangible asset was
identified as having an indefinite useful life, the Company tested the
intangible asset for impairment in accordance with the provisions of SFAS No.
142 during the first quarter of 2002.

         In connection with the transitional goodwill impairment evaluation,
Statement 142 required the Company to perform an assessment of whether there is
an indication that goodwill is impaired as of the date of adoption. To
accomplish this, the Company identified its reporting units and determined the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of the date of adoption. To the extent a reporting unit's carrying amount
exceeded its fair value, an indication existed that the reporting unit's
goodwill was impaired. In the second step, the Company compared the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in accordance
with Statement 141, to its carrying amount, both of which had been measured as
of the date of adoption.

         During the quarter ended March 31, 2002, the Company completed its
impairment review, which indicated that there was an impairment loss resulting
from the initial application of these statements. The impairment loss amounting
to (euro)953, net of tax, has been recorded in 2002 as a cumulative effect of a
change in accounting principle. As of the date of adoption, the Company had
unamortized goodwill and other intangible assets of approximately (euro)6,558
all of which have been subject to the transition provision of Statements 141 and
142. The related amortization expense totaled (euro)1,349 for the year ended
December 31, 2001.

         The Company updated its impairment review, which indicated that there
was no impairment for the year ended December 31, 2003.

         The following table provides a reconciliation of reported net loss to
adjusted net income, as though SFAS No. 142 had been applied from the beginning
of fiscal year 2001:

<TABLE>
<CAPTION>
                                                                               FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                               ------------------------------------
                                                                                                       EARNINGS
                                                                                  AMOUNT               PER SHARE
                                                                                  ------               ---------
<S>                                                                               <C>                       <C>
Reported net (loss) .................................................             (30,952)                  (1.5)
Cumulative effect of change in accounting principle (SOP 00-2).......                 578                     --
                                                                                 --------                -------
Reported net (loss) before the cumulative effect of change in
     accounting principle..................................                       (30,374)                  (1.5)
Add back amortization :
     Goodwill........................................................               1,349                   0.06
                                                                                 --------                -------
Adjusted net, (loss) attributed to common stock before the
     cumulative effect of change in accounting principles............             (29,025)                 (1.44)
                                                                                 ========                =======
</TABLE>

         The changes in the carrying amount of goodwill as at December 31, 2002
and 2003 are as follows:


                                      F-11

<PAGE>


                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


GOODWILL
DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                                   TOTAL
                                                             TELEVISION  PUBLICATIONS    OTHER  CONSOLIDATED
                                                             ----------  ------------    -----  ------------
<S>                                                               <C>         <C>           <C>       <C>
Balance January 1, 2002...............................            2,954       2,048         854       5,865
Impairment loss, upon initial application.............               --          --       (736)       (736)
                                                                -------     -------    -------     -------
Balance December 31, 2002.............................            2,954       2,048         118       5,120
                                                                =======     =======    =======     =======
</TABLE>

GOODWILL
DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                         MUSIC                TOTAL
                                                             TELEVISION PUBLICATIONS  RECORDING  OTHER   CONSOLIDATED
                                                             -----------------------  ---------  -----   ------------
<S>                                                               <C>         <C>         <C>        <C>      <C>
Balance January 1, 2003...............................            2,954       2,048         --       118      5,120
Goodwill acquired (disposed) during the year..........              (68)         --        579        --        511
                                                                -------     -------    -------   -------    -------
Balance December 31, 2003.............................            2,886       2,048        579       118      5,631
                                                                =======     =======    =======   =======    =======
</TABLE>

         The change in the carrying amount of other intangible asset as at
December 31, 2002 and 2003 are as follows:

INTANGIBLE ASSETS
DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                            OTHER
                                                                         AMORTIZABLE
                                                                       INTANGIBLE ASSETS
                                                                       -----------------
<S>                                                                                 <C>
Balance January 1, 2002...........................................                  702
Other amortizable intangible assets acquired (amortized), net.....                  107
Impairment losses upon initial application........................                 (335)
                                                                                 -------
Balance December 31, 2002.........................................                  474
                                                                                 =======
</TABLE>

DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                            OTHER
                                                                         AMORTIZABLE
                                                                       INTANGIBLE ASSETS
                                                                       -----------------
<S>                                                                                 <C>
Balance January 1, 2003...........................................                   474
Other amortizable intangible assets acquired (amortized), net.....                   (96)
                                                                                 -------
Balance December 31, 2003.........................................                   378
                                                                                 =======
</TABLE>


                                      F-12
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


The aggregate amortization expense for the years ended December 31, 2002 and
2003 amounts to (euro)187 and (euro)327, respectively.

The aggregate amortization expense for the next four consecutive years is:

                           2004 ......................  152
                           2005 ......................  136
                           2006 ......................   61
                           2007 ......................   29
                                                      -----
                                                        378
                                                      =====


PRINCIPLES OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENTS

         The consolidated financial statements of the Company include all of its
significant majority-owned subsidiaries. All significant intercompany balances
and transactions have been eliminated.

         Investments in which the Company does not own a controlling interest or
for which the minority shareholders have significant veto rights over operating
decisions (participating rights requiring unanimous shareholder approval,
including: transactions in excess of (euro)59, operating budgets, senior
management positions, borrowing and amendments to contractual obligations) are
accounted for using the equity method. Under the equity method, only Antenna's
investment in and amounts due to and from the equity investee are included in
the consolidated balance sheet and only Antenna's share of the investee's
earnings is included in the consolidated operating results.

         Investments in companies in which Antenna does not have a controlling
interest, or an ownership and voting interest so large as to exert significant
influence, are accounted for at market value if the investments are publicly
traded. If the investment is not publicly traded then the investment is
accounted for at cost.

         Marketable equity securities are classified as "available-for-sale",
and are recorded at fair value with unrealized gains and losses net-of-tax,
included in shareholders' equity under other comprehensive income (loss) until
the investment is sold, at which time the realized gain or loss is included in
income. Dividends and other distributions from both market-value and cost-method
investments are included in income when declared.

         The Company continually reviews its investments to determine whether a
decline in fair value below the cost basis is other-than-temporary. If the
decline in fair value is judged to be other-than-temporary, the cost basis of
the security is written down to fair value and the amount of the write-down is
included in the consolidated statements of operations.


                                      F-13
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


USE OF ESTIMATES

         The preparation of consolidated financial statements in conformity with
U.S. generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. Significant estimates in the preparation of the accompanying
consolidated financial statements include management's forecast of anticipated
revenues and cash flows from the sale of future and existing advertising
revenues associated with its programming and music related products in order to
evaluate the ultimate recoverability of programming costs, artist and author
advances which are recorded as assets in the consolidated balance sheet.
Significant estimates and assumptions are also used in the amounts reflected as
allowance for doubtful accounts, contingencies, including tax contingencies,
deferred tax assets, and discounting of long-term receivables. Management
periodically reviews these estimates and management's assessment of
recoverability may change based on actual results.

         The Company refers receivable balances that exceed their credit terms
to a lawyer for collection. Management, in conjunction with input from their
lawyer, provides an allowance for the estimated amount of doubtful accounts.
Periodically, the Company writes-off balances that are deemed to be
uncollectible.

FOREIGN CURRENCY TRANSLATION

         Prior to January 1, 2002, the Company's functional currency was the
drachma. Since January 1, 2002, the Company's functional currency is the euro.
Transactions involving other currencies are converted into euro using the
exchange rates in effect at the time of the transactions. Monetary assets and
liabilities, which are denominated in other currencies, are stated at the euro
equivalent prevailing at year-end. Gains and losses resulting from foreign
currency remeasurements are reflected in the accompanying consolidated
statements of operations. Gains and losses resulting from the translation of
financial statements are components of other comprehensive income.

REVENUE

         The Company's primary source of revenue is the sale of advertising
time. Advertising revenue is recognized in the period that the spots are aired.

         The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) 104, Revenue Recognition in Financial Statements, in December
2003. SAB 104 summarizes certain of the SEC staff's views in applying US
generally accepted accounting principles to revenue recognition in financial
statements. The Company recognizes revenue in accordance with SAB 104, and SOP
00-2.

         Revenue from licensing and distribution agreements is recognized when
all of the following conditions are met: the license period begins, the license
fee for each program is known, the cost of each program is known, each program
becomes available for broadcast and has been accepted by the licensee, and
collectibility of the full license fee is reasonably assured.


                                      F-14
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         Revenue earned under distribution and licensing agreements with payment
terms in excess of one year is discounted to its present value.

         Revenue from commissions and royalties earned on third (including
related) parties' annual revenue or advertising revenue is recognized when such
parties air the program or advertising.

         Revenue from barter transactions whereby goods, services or assets are
exchanged for television advertising time is recognized when the advertising
spots have been aired.

         Revenue from magazine sales, compact discs, DVDs and cassettes, less
provisions for returns, are recorded at the time of shipment.

         Revenue earned from infomercial services (included in other revenue) is
recognized as revenue in the period that the infomercial services are rendered.

         Revenue earned from direct marketing and telemarketing (included in
other revenue) is recognized as revenue when the products are shipped or the
services are rendered.

         Revenue from providing content to mobile telephone subscribers for
SMS/WAP services such as political, economic and sporting news, horoscopes,
sport results and message services (including voting capabilities for reality
shows) in exchange for a fee are recognized as revenue when the services are
rendered. Revenue earned from reality shows web site updates in exchange for a
fee are recognized when the services are rendered.

         Revenue earned from Internet based advertising services is recognized
as revenue in the period that the advertising messages appear.

         The Company follows the Emerging Issues Task Force (EITF) 99-19
Reporting Revenue Gross as a Principal versus Net as an Agent. The Company in
assessing whether revenue resulting from sales over the Internet are to be
reported gross or net considers the following factors: the Company acts as a
principal in the transaction; the Company takes title to the goods; the Company
has the risks and rewards of ownership; and the Company acts as an agent/broker.

         Revenue earned from tuition fees is allocated over the periods of the
academic year when services have been rendered.

         Revenue from theatre ticket sales (included in other revenue) is
recognized as revenue when the tickets are sold and the theatrical production is
exhibited.

DEFERRED CHARGES

         The expenses incurred in connection with the issuance and distribution
of the 9% Senior Notes due 2007 issued on August 12, 1997 (the "2007 Notes")
(see Note 14), were capitalized and are amortized on a straight line basis over
the term of the 2007 Notes. The expenses incurred in the connection with
issuance and distribution of the 9 3/4% Senior Notes due 2008, issued on June
18, 2001 (the "2008 Notes") were capitalized and are being amortized over the
term of the 2008 Notes. Amortization for the years


                                      F-15
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


ended December 31, 2001 and 2002 and 2003 totaled (euro)1,324, (euro)1,124 and
(euro)1,098 respectively, and is included in interest expense net, in the
accompanying consolidated statements of operations.

PROGRAMMING COSTS

         Programming costs include produced programming and programming produced
under contract with third-party production companies, licensed program rights
and rights to sporting events.

         During the first quarter of 2001, the Company adopted American
Institute of Certified Public Accountants (AICPA) Statement of Position (SOP)
00-2 "Accounting by Producers or Distributors of Films". SOP 00-2 established
new accounting standards for producers and distributors of films, including
changes in revenue recognition and accounting for advertising, development and
overhead costs. It requires advertising costs for television productions to be
expensed as incurred. It also requires certain indirect overhead costs to be
charged directly to expense instead of being capitalized to film costs, and all
film costs to be classified on the balance sheet as non current assets. The
amortization of programming costs, excluding licensed program rights, are
amortized to operations using the same ratio of current period's actual revenue
bears to estimated unrecognized ultimate revenue. The amortization of
programming costs, excluding licensed program rights, are charged to operations
using the ratio of current period's gross revenue to estimated gross revenue to
be derived from all sources. The amortization rates used for periods after
actual gross revenue have been received are based on estimates and are reviewed
periodically and revised when necessary to reflect historical patterns. Ultimate
revenue includes estimates of revenue expected to be generated from the
exploitation, exhibition and sale of a film (program) over a period not
exceeding ten years from the date of the delivery of the first episode, or if
still in production, five years from the date of delivery of the most recent
episode. Amortization of programming costs commences when the program is
released and it begins to recognize revenue from that program. Estimates of
future revenues are reviewed periodically to the extent that these estimates are
revised, the amortization of programming costs is adjusted accordingly. The
Company for the year ended December 31, 2001 recorded a one-time after-tax
charge for the initial adoption of the standard of (euro)578. This charge has
been recorded as a cumulative effect of a change in accounting principle in the
consolidated statement of operations.

         Produced programming includes talk shows, dramas, situation comedies,
soap operas, sporting events and game shows. The related produced programming
costs consist of direct production and production overhead.

         Licensed program rights represent amounts paid or payable to program
suppliers for the right to broadcast the supplier's programs. Such rights are
limited to a contract period or a specific number of showings.

         Rights of sporting events represent amounts paid or payable to
suppliers for the right to broadcast sporting events.

         Prepaid licensed program and sports rights represent licensed program
and sports rights for which payments have been made prior to their availability.
As these programs become available for use they are reclassified to licensed
program rights or rights for sporting events.


                                      F-16
<PAGE>

         Distribution expenses are charged to expense when incurred.

         Programming produced for radio broadcast is charged to cost of goods
sold when incurred.

         Licensed program rights are amortized to expense based on broadcasts.

WEB SITE DEVELOPMENT EXPENSES

         Web site development expenses relate to the development of new online
services and consist principally of costs for content, employee
compensation/training and services for research and implementations planning.
The Company follows EITF Issue No. 00-2, Accounting for Web Site Development
costs, which requires certain costs to develop Web sites be capitalized or
expensed, depending on the nature of the costs. During the year ended December
31, 2001, Web site development costs expensed amounted to (euro) 1,227. No such
costs were capitalized in 2002 and 2003 and the expenses incurred for the years
ended December 31, 2002 and 2003 amounted to (euro)9 and (euro)9, respectively.

ADVERTISING

         In accordance with SOP 00-2 the Company expenses advertising costs for
television productions.

CASH AND CASH EQUIVALENTS

         The Company considers cash or cash equivalents to be highly liquid
investments such as cash, time deposits and certificates with original
maturities of three months or less.

INVENTORIES

         Inventories are valued at the lower of cost (weighted-average) or net
realizable value.

PROPERTY AND EQUIPMENT

         Property and equipment are stated at cost, less accumulated
depreciation. Major renewals and improvements that extend the useful life of an
asset are capitalized. Maintenance and repairs which do not improve or extend
the lives of the respective assets are expensed when incurred.

         Depreciation of property and equipment is calculated on the
straight-line basis over the estimated useful lives of the assets (see Note 9).

BROADCASTING, TRANSMISSION AND PRINTING EQUIPMENT UNDER CAPITAL LEASES

         Broadcasting equipment under capital leases is stated at the present
value of the future minimum lease payment at the inception of the lease, less
accumulated depreciation.

         Equipment under capital leases is depreciated over its estimated useful
life (see Note 10).


                                      F-17
<PAGE>

ADVANCES TO THIRD PARTIES

         The Company makes payments to artists, producers and script writers for
services in connection with future programs and promotions. The company also
pays royalties in advance to recording artists (see Recording Artist
Compensation Costs). Such payments are included in production costs or expensed
when services have been rendered.

RECORDING ARTIST COMPENSATION COSTS

         Royalties earned by artist, as adjusted for anticipated returns, is
charged to expense in the period in which the sale of the record, compact disc,
DVD takes place.

         Royalties paid in advance to recording artists is shown as an asset
only if past performance and current popularity provide a sound basis for
estimating the recoverability of the advance.

EMPLOYEE RETIREMENT BENEFITS

         As more fully discussed in Note 19, employee retirement benefits are
provided for on an accrual basis.

INCOME TAXES

         Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rate expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.

BARTER TRANSACTIONS

         Barter transactions represent non-cash transactions in which the
Company sells advertising time or space to a third party in return for goods,
services or assets (including rights to sporting events). These transactions are
accounted for on the basis of the fair market value of the goods, services or
assets received or advertising surrendered, whichever is more readily
determinable. During the years ended December 31, 2001, 2002 and 2003 net
revenue derived from barter transactions amounted to (euro)1,421, (euro)988 and
(euro)690 respectively.

         The Company's major source of revenue is derived in Greece (see Note
30).

CONCENTRATION OF CREDIT RISK

         Concentration of credit risks with respect to current trade accounts,
are managed as the Company obtains letters of guarantee from banks to support
receivable balances. At December 31, 2002 and 2003,


                                      F-18
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


the Company had obtained letters of guarantee in respect of approximately 4.5%
and 3.9% of receivables, respectively.

         The Company earned 3.7% ((euro)5,785), 3.4% ((euro)5,699) and 3.0%
((euro)5,492) of net revenues from related companies foR the years ended
December 31, 2001, 2002 and 2003, respectively. Accounts receivable relating to
related parties as of December 31, 2002 and 2003 represented 24.7% and 25.9% of
total accounts receivable, respectively. Related party revenue denominated in
foreign currency amounted to (euro)3,825, (euro)3,330 and (euro)1,745 for the
years ended December 31, 2001, 2002 and 2003 respectively. The related
receivables are subject to foreign currency risk.

         Advances to related parties represents 33% and 34% of total advances at
December 31, 2002 and 2003, respectively.

         No one supplier accounts for more than 10% of purchases.

         The Company's significant source of revenue is generated from selling
advertising spots to local advertisers. In the years ended December 31, 2001,
2002 and 2003 no one advertiser accounted for 10% or more of total net revenue.

DISPOSAL OF LONG-LIVED ASSETS

         In 2002, the Company adopted SFAS No. 144 "ACCOUNTING FOR IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS".

         Under FASB 144, the components of an entity that have been disposed
shall be reported in discounted operations if both of the following conditions
are met: (a) the operations and cash flows of the components have been (or will
be) eliminated of the ongoing operations of the entity as a result of the
disposal transaction and (b) the entity will not have any significant continuing
involvement in the operations of the component after the disposal transaction.
The income statement of the entity for current and prior periods shall report
the results of operations including the gain/loss on disposal.

IMPAIRMENT OF LONG-LIVED ASSETS

         In 2002 the Company adopted SFAS No. 144 Accounting for Impairment or
Disposal of Long-Lived Assets. This standard replaced SFAS No. 121 Accounting
for the Impairment of Long-Lived Assets to be Disposed off. In accordance with
SFAS No. 144 long-lived assets are measured at the lower of carrying amount or
fair value, less cost to sell, whether reported in continuing operations or in
discontinued operations. Therefore discontinued operations are no longer
measured at net realizable value or include amounts for operating losses that
have not yet occurred.

         Fair value is determined by quoted market prices and when not
available, the estimate of fair value is based on the best available
information, including prices for similar assets and the results of present
value techniques.

         The Company tests long-lived assets for recoverability whenever events
or changes in circumstances indicate that the carrying amount of the long-lived
asset may not be recoverable.


                                      F-19
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         The Company had no impairments of long-lived assets for the years ended
December 31, 2001, 2002 and 2003.

IMPAIRMENT OF GOODWILL

         In 2002 the Company adopted SFAS No. 142 GOODWILL AND OTHER INTANGIBLE
ASSETS for testing goodwill for impairment on an annual basis and between tests
if an event occurs or circumstances change that would more likely than not
reduce the fair value of a reporting unit below its carrying amount.

         Fair value is determined by quoted market prices and when not
available, the estimate of fair value is based on the best available
information, including prices for similar assets and liabilities and the results
of using a present value technique (discounted cash flows).

         Prior to the adoption of SFAS No. 142 the Company evaluated
recoverability of goodwill, intangible assets and other long-lived assets upon
the occurrence of an event or change in circumstances. Recoverability of these
assets was determined by comparing the forecasted undiscounted net cash flows of
the operation to which the assets relate, to the carrying amount, including
associated intangible assets, of such operation. If the operation was determined
to be unable to recover the carrying amount of its assets, then intangible
assets were written down first, followed by the other long-lived assets of the
operation, to fair value. Fair value was determined based on discounted cash
flows or appraised values, depending upon the nature of the assets.

EARNINGS PER SHARE

         The earnings per common share is computed by dividing net income
applicable to common stock by the weighted average number of issued shares of
common stock for the years ended December 31, 2001, 2002 and 2003. Basic
earnings per share and diluted earnings per share are equal, as the Company does
not have any dilutive securities outstanding.

COSTS OF START-UP ACTIVITIES

         The Company expenses costs of start-up activities and organization
costs as incurred.

ACCOUNTING FOR COMPUTER SOFTWARE

         The Company follows AICPA issued Statement of Position 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" ("SOP 98-1"), which requires the Company to capitalize certain
internal-use software costs once certain criteria, are met.

ACCOUNTING FOR SHIPPING AND HANDLING FEES AND COSTS

         The Company follows EITF 00-10, "Accounting for Shipping and Handling
Fees and Costs", and EITF 00-14, "Accounting for Certain Sales Incentives". EITF
00-10 addresses the income statement classification for shipping and handling
fees and costs. EITF 00-14 requires that all expenses relating to sales
incentives such as coupons, rebates and discounts be reported as a reduction of
sales.


                                      F-20
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


SFAS NO. 145

         In April 2002, the FASB issued Statement No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. The Statement updates, clarifies and simplifies existing accounting
pronouncements. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result, the criteria in Opinion 30 will now be used to classify those gains and
losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary because SFAS
No. 4 has been rescinded.

         The provisions of this standard are effective for fiscal years
beginning after May 15, 2002. Gains or losses on extinguishments of debt that
were classified as extraordinary in prior years are reclassified upon adoption
of this statement. Early application of this statement may be as of the
beginning of the fiscal year or as of the beginning of the interim period in
which this statement is issued. The Company adopted this standard in the second
quarter of 2002 and has reclassified prior years extraordinary gains on the
repurchase of senior notes amounting to (euro)534 for the year ended December
31, 2001 and (euro)2,474 for the year ended December 31, 2002 to other
(expenses), net. The relevant income tax benefit of (euro)200 thousand for the
years ended December 31, 2001 and (euro)866 thousand for the year ended December
31, 2002 was also reclassified into (benefit) provision for income taxes.

ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.


         In June 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3., "LIABILITY
RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS TO EXIT AN
ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)".

         SFAS No. 146 applies to costs associated with an exit activity that
does not involve an entity newly acquired in a business combination or with a
disposal activity covered by SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS. Those costs include, but are not limited to:
termination benefits provided to current employees that are involuntarily
terminated under the terms of a benefit arrangement that, in substance, is not
an ongoing benefit arrangement or an individual deferred compensation contract;
costs to terminate a contract that is not a capital lease and costs to
consolidate facilities or relocate employees. SFAS No. 146 does not apply to
costs associated with the retirement of long lived assets covered by FASB
Statement No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.

         Generally a liability for exit or disposal activity costs shall be
recognized and measured at its fair value in the period in which the liability
is incurred (except for a liability for one-time termination benefits that is
incurred over time). In the unusual circumstances in which fair value cannot be
reasonably estimated, the liability shall be recognized in the period in which
the fair value can be reasonably estimated.


                                      F-21
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         The provisions of SFAS No. 146 are effective for exit or disposal
activities initiated after December 31, 2002. The adoption of this statement did
not have a material impact on the Company's consolidated results of operations
or financial position.

ASSET IMPAIRMENT AND DISPOSAL ISSUES

         In August 2001, the FASB issued SFAS No. 143 Accounting for Asset
Retirement Obligations, effective for fiscal years beginning after June 15,
2002. Initial application of this statement shall be as at the beginning of an
entity's fiscal year. This statement applies to legal obligations associated
with other-than-temporary removal of a tangible long-lived asset from services.
This Statement does not apply to obligations that arise solely from a plan to
dispose of a long-lived asset as that phrase used in paragraph 15 of FASB
Statement 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of.

         Upon initial application of this Statement, an entity shall recognize
the following items in its statement of financial position: (a) a liability for
any existing asset retirement obligations adjusted for cumulative accretion to
the date of adoption of this Statement, (b) an asset retirement cost capitalized
as an increase to the carrying amount of the associated long-lived asset, and
(c) accumulated depreciation on that capitalized cost. Amounts resulting from
initial application of this Statement shall be measured using current (that is,
as of the date of adoption of this Statement) information, current assumptions,
and current interest rates. The amount recognized as an asset retirement cost
shall be measured as of the date the asset retirement obligation was incurred.
Cumulative accretion and accumulated depreciation shall be measured for the time
period from the date the liability would have been recognized had the provisions
of this Statement been in effect to the date of adoption of this Statement. An
entity shall recognize the cumulative effect of initially applying this
Statement as a change in accounting principle. The Company has no Asset
Retirement Obligations.

FASB INTERPRETATION NO. 45.

         In November 2002, the FASB issued Interpretation No. 45, "GUARANTORS'S
ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES, INCLUDING INDIRECT
GUARANTEES OF INDEBTEDNESS OF OTHERS". Interpretation No. 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under the guarantee. The disclosure
provisions of Interpretation No. 45 are effective for financial statements of
annual periods that end after December 15, 2002. The provisions for initial
recognition and measurement are effective on a prospective basis for guarantees
that are issued or modified after December 31, 2002. The application of
Interpretation No. 45 did not have a material impact on the Company's
consolidated results of operations or financial position.

SFAS NO. 148.

         In December 2002, the FASB issued Statement No. 148, "ACCOUNTING FOR
STOCK BASED COMPENSATION - TRANSITION AND DISCLOSURE". This statement amends
FASB Statement No. 123, "ACCOUNTING FOR STOCK BASED Compensation", to provide
alternative methods of transition to SFAS 123's fair value method of accounting
for stock-based employee compensation. It also amends the disclosure provisions
of SFAS No. 123 to require prominent disclosure in the summary of significant
accounting


                                      F-22
<PAGE>

polices of the effects of an entity's accounting policy with respect to stock
based employee compensation on reported net income and earnings per share in
annual financial statements. SFAS No. 148's amendment of the transition and
annual disclosure requirements are effective for fiscal years ended after
December 15, 2002. The Company has no stock-based compensation awards to its
employees and directors.

RECENTLY ISSUED ACCOUNTING STANDARDS

FASB INTERPRETATION NO. 46.

         In December 2003, the FASB issued FASB Interpretation No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES, which addresses how a business
enterprise should evaluate whether it has a controlling financial interest in a
an entity through means other than voting rights and accordingly should
consolidate the entity. FIN 46R replaces FASB Interpretation No. 46,
CONSOLIDATION OF VARIABLE INTEREST ENTITIES, which was issued in January 2003.
Variable interest entities are entities that lack sufficient equity to finance
their activities without additional financial support from other parties or
whose equity holders lack adequate decision making ability based on criteria set
forth in the interpretation. The Company will be required to apply FIN 46R to
variable interests in variable interest entities created after December 31,
2003. For variable interests in variable interest entities created before
January 1, 2004, the Interpretation will be applied beginning on January 1,
2005. For any variable interest entities that must be consolidated under FIN 46R
that were created before January 1, 2004, the assets, liabilities and non
controlling interests of the variable interest entities initially will be
measured at their carrying amounts with any difference between the net amount
added to the balance sheet and any previously recognized interest being
recognized as the cumulative effect of an accounting change. If determining the
carrying amounts is not practicable, fair value at the date FIN 46R first
applies may be used to measure the assets, liabilities and noncontrolling
interest of the variable interest entity.

         The Company is evaluating the impact of applying FIN 46R, and has not
yet determined the impact, if any, on the consolidated financial position or
results of operations.

SFAS NO. 149

         In April 2003, FASB issued Statement No. 149, AMENDMENT OF STATEMENT
133 ON DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts and for
hedging activities under FASB Statement No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 149 requires that contracts with
comparable characteristics be accounted for similarly as this will result in
more consistent reporting of contracts as either derivatives or hybrid
instruments. SFAS No. 149 is effective on a prospective basis for contracts
entered into or modified after June 30, 2003, except as stated below and for
hedging relationships designated after June 30, 2003. The provisions of SFAS No.
149 that relate to SFAS No. 133 implementation issues that have been effective
for fiscal quarters that began prior to June 15, 2003, should continue to be
applied in accordance with their respective effective dates. In addition,
paragraphs 7(a) and 23(a) of SFAS No. 149, which relate to forward purchases or
sales of WHEN-ISSUED securities or other securities that do not yet exist,
should be applied to both existing contracts and new contracts entered into
after June 30, 2003. The Company has no derivative instruments or hedging
activities.


                                      F-23
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


SFAS  NO. 150

         In May 2003, No. 150, "ACCOUNTING OF CERTAIN FINANCIAL INSTRUMENTS WITH
CHARACTERISTICS OF BOTH LIABILITIES AND EQUITY". SFAS No. 150 establishes
standards on how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. SFAS 150 requires that an
issuer classify a financial instrument that is within its scope as a liability
(or an asset in some circumstances). Some of the provisions of this Statement
are consistent with the current definition of liabilities in FASB Concepts
Statement No. 6, "ELEMENTS OF FINANCIAL STATEMENTS". SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003, and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003. For financial instruments created before the issuance date
of SFAS No. 150 and still existing at the beginning of the interim period of
adoption, the effect will be reported as a cumulative effect of a change in
accounting principle. Restatement is not permitted. The Company currently does
not have any financial investments that are within the scope of this statement.


3.       TRANSLATIONS OF EURO INTO US DOLLARS

         The consolidated financial statements are stated in Euro. Any
translation of Euro amounts into U.S. Dollars are included solely for the
convenience of the reader using the noon buying rate in New York City on
December 31, 2003, which was (euro)1 to $1.2597. The convenience translation
should not be construed as representations that the euro amounts have been,
could have been, or could in the future be, converted into U.S. Dollars at this
or any other rate of exchange.


4.       ACCOUNTS RECEIVABLE

         Accounts receivable are analyzed as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                    ------------------------
                                                                      2002             2003
                                                                      ----             ----
<S>                                                                  <C>              <C>
Trade.......................................................         82,576           80,126
Less: allowance for doubtful accounts.......................         (6,747)          (7,929)
                                                                    -------          -------
                                                                     75,829           72,197
                                                                    -------          -------

OTHER:
   Value added tax..........................................            808              490
   Employee advances........................................          1,078            1,617
                                                                    -------          -------
                                                                      1,886            2,107
                                                                    -------          -------
                                                                     77,715           74,304
                                                                    =======          =======

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
   Beginning balance........................................          5,632            6,747
   Recoveries...............................................             --             (229)
   Provision for bad debts..................................          1,115            1,411
                                                                    -------          -------
   Ending balance...........................................          6,747            7,929
                                                                    =======          =======
</TABLE>


5.       INVENTORIES

         Inventories are analyzed as follows:


                                      F-24
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                    ------------------------
                                                                      2002             2003
                                                                      ----             ----
<S>                                                                  <C>              <C>
Raw materials...............................................            434              365
Work-in-progress............................................             88              186
Merchandise.................................................          1,781            1,485
                                                                    -------          -------
                                                                      2,303            2,036
                                                                    =======          =======
</TABLE>

         Inventories include paper, ink, packaging materials, telemarketing
products and gifts, which are sold with the magazines and books.


6.       DUE FROM (TO) RELATED PARTIES

         The Company sells advertising spots, licensing and distribution rights
to certain related parties in the ordinary course of business. Furthermore, the
Company also derives revenue from related parties by charging fees for the use
of the Company's production facilities and technical and administrative services
for the production of infomercials. Such related parties consist of companies,
which have common ownership and/or management with the Company. The Company
believes that, in each case, the terms of such transactions are no less
favorable than those that would be attainable by the Company in the ordinary
course from unaffiliated third parties under similar circumstances. Balances
from related companies are as follows:

<TABLE>
<CAPTION>
                                                                          DECEMBER 31,
                                                                    ------------------------
                                                                      2002             2003
                                                                      ----             ----
<S>                                                                  <C>              <C>
ACCOUNTS RECEIVABLE
   Current:
      Antenna Satellite TV..................................          2,781            2,778
      Epikinonia EPE........................................          1,190            2,769
      Antenna TV Ltd. (Cyprus)..............................          5,926            6,227
      Antenna Satellite Radio...............................            389               --
      Echos and Rhythmos EPE................................            690            1,185
      Makedonia TV S.A. (note 12)...........................          4,823            5,803
                                                                    -------          -------
                                                                     15,799           18,762
                                                                    =======          =======
   Long-term:
      Antenna Satellite TV..................................          9,754            7,160
                                                                    =======          =======

ADVANCES
   Current:
      Epikoinonia EPE.......................................            667               72
      JVFM-Epikinonia ......................................            168              169
      Echos and Rhythmos EPE................................          2,237            2,358
      Makedonia TV S.A......................................            621              777
      Catalogue Auctions Hellas S.A.........................             68                -
                                                                    -------          -------
                                                                      3,761            3,376
                                                                    =======          =======
   Long-term:
      JVFM - Epikinonia.....................................             53               53
      Epikinonia E.P.E......................................            100              116
                                                                    -------          -------
                                                                        153              169
                                                                    =======          =======

ACCOUNTS PAYABLE
   Current
      Payable to minority shareholders of Daphne
      Communications S.A....................................             --              398
      Makedonia TV S.A......................................             12               83
      Echos and Rythmos EPE.................................             11               19
                                                                    -------          -------
                                                                         23              500
                                                                    =======          =======
   Long-term:
      Payable to minority shareholders of Daphne
      Communications S.A....................................            398               --
                                                                    =======          =======
</TABLE>


                                      F-25
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         Antenna has a licensing agreement with Antenna Satellite TV, a company
in which the Chairman of the Company is a director. Effective January 1, 2000,
the license fee is computed on a per subscriber basis (ranging from $80,000 per
month in 2001 to $90,000 per month in 2003). In 2001, 2002 and 2003, Antenna
recognized (euro)1,537, (euro)952 and (euro)783 respectively of license fees.

         The Company provides production facilities and technical and
administrative services to Epikinonia EPE for a fee of up to 85% of Epikinonia's
revenue.

         The Company has entered into an agreement with Antenna TV Ltd.
(Cyprus), a company to which the Group General Manager of the Company was a
General Manager, pursuant to which the Company earns royalties of 12% on the
advertising revenues of Antenna TV Ltd. (Cyprus). In 2001 the Company sold the
rights to air BIG BROTHER for (euro)869 and in 2002 the rights of BIG BROTHER II
and FAME STORY for a total of (euro)1,389, respectively. No revenue was earned
in 2003 from sale of rights to air reality shows.

         The Company has entered into an agreement (commencing June 1, 2000)
with Echos and Rythmos EPE, a company whose main shareholder is the sister of
the Chairman, to provide expertise in production, advertising sales and
promotion, and to advise on format, development, direction and timing on
programming for a fee equal to 55% up to December 31, 2002 and 40% thereafter of
the gross revenues of Echos and Rythmos EPE. In addition the Company rents
production facilities and equipment to Echos and Rhythmos EPE. Revenue earned
for the years ended December 31, 2001, 2002 and 2003 amounted to (euro)65,
(euro)309 and (euro)425 respectively.

         The payable to the minority shareholders of Daphne represents a loan of
(euro)398 bearing interest at a rate of EURIBOR +3% per annum for the years
ended December 31, 2002 and 2003 respectively. The loan matures on May 24, 2004.
Interest expense for the years ended December 31, 2001, 2002 and 2003 amounted
to (euro)39, (euro)26 and (euro)22 respectively.

         Approximately 15% of Euroholdings Capital & Investment Corp.
(previously known as Athenian Capital Holdings S.A.) is collectively owned by
the principal shareholders of the Company. The Board of Euroholdings Capital &
Investment Corp. includes the Chairman of Antenna TV (see Note 7).

         A summary of transactions with related companies for 2001, 2002 and
2003 are analyzed as follows:

<TABLE>
<CAPTION>
                                                                             REVENUE FROM RELATED PARTIES
                                                                                 YEAR ENDED DECEMBER 31,
                                                                        ----------------------------------------
                                                                            2001            2002          2003
                                                                        ----------------------------------------
<S>                                                                        <C>             <C>           <C>
 Epikinonia EPE (Production facilities and technical and
      administrative services)...............................              1,411           1,567         2,597
 Antenna Satellite TV (License fees).........................              1,537             952           783
 Antenna TV Ltd. (Cyprus) (Royalties, Big Brother and Fame
      Story fees)............................................              2,206           2,378           962
 Antenna Satellite Radio (license fee).......................                 82              --            --
 Echos and Rhythmos EPE......................................                 65             309           425
 Makedonia TV S.A. (refer to Note 12)........................                484             493           725
                                                                        ----------------------------------------
                                                                           5,785           5,699         5,492
                                                                        ========================================
</TABLE>


                                      F-26

<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


7.       INVESTMENTS


                                                                 DECEMBER 31,
                                                            --------------------
                                                              2002          2003
                                                              ----          ----
Equity method investments.................................      15            15
Cost-method investments...................................  13,517        12,917
                                                            ------        ------
                                                            13,532        12,932
                                                            ======        ======
Available for sale equity securities:
   Cost ..................................................   3,408         3,408
   Unrealized gain (loss).................................     123         (556)
                                                            ------        ------
                                                             3,531         2,852
                                                             =====         =====

EQUITY-METHOD INVESTMENTS

         Represents a 40% interest in Antenna Optima S.A.

         Summarized below is the consolidated balance sheet and statement of
operations as reported by the equity investee.

<TABLE>
<CAPTION>
                                                          YEAR ENDED         YEAR ENDED         YEAR ENDED
                                                         DECEMBER 31,       DECEMBER 31,       DECEMBER 31,
                                                             2001               2002                2003
                                                         --------------------------------------------------
<S>                                                           <C>                 <C>                 <C>
CONDENSED STATEMENT OF OPERATIONS
Net sales.............................................         --                 --                  --
Gross profit..........................................         --                 --                  --
Operating (loss)......................................        (11)                (9)                 (1)
(Loss) before income taxes............................        (11)                (9)                 (1)
Net (loss)............................................        (11)                (9)                 (1)

                                                                  DECEMBER 31, 2002   DECEMBER 31, 2003
                                                                  --------------------------------------
CONDENSED BALANCE SHEET
Current assets........................................                            62                  62
                                                                                  --                  --
      Total assets....................................                            62                  62
                                                                                  ==                  ==

Current liabilities...................................                            24                  25
Shareholders' equity..................................                            38                  37
                                                                                  --                  --
      Total liabilities and shareholders' equity......                            62                  62
                                                                                  ==                  ==
</TABLE>

COST-METHOD INVESTMENT

     As discussed more fully under Note 2, Antenna TV has a 4.18% interest in
NetMed NV. NetMed NV is a provider of pay-television services in Greece and
Cyprus and currently provides analogue and digital


                                      F-27
<PAGE>


                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


services. In 2003 the Company tested this investment for impairment by using a
present value technique (discounted cash flow) and concluded that a write down
of (euro)600 thousand was necessary. As a result the cost was written down by
(euro)600 thousand and the relevant loss was recorded in other (expense), net in
the consolidated statement of operations for the year ended December 31, 2003
(see note 24).

AVAILABLE-FOR-SALE EQUITY SECURITIES

         During 2000, the Company acquired a 14.49% interest in Euroholdings
Capital & Investment Corp. (previously known as Athenian Capital Holdings S.A.)
in various open market transactions for an aggregate purchase price of
(euro)45.6 million. In 2001 and 2002, the decline in fair value below cost was
judged to be other than temporary and the cost basis of the investment was
written down by (euro)37.4 million and (euro)4.8 million and included in other
expense, net in the consolidated statement of operations for the year ended
December 31, 2001 and 2002 respectively.

<TABLE>
<CAPTION>
                                                                  FOR THE YEAR ENDED 31, DECEMBER 2003
                                                                  ------------------------------------
                                                          LESS THAN 12 MONTHS                     TOTAL
                                                          -------------------                     -----
                                                        UNREALIZED
 DESCRIPTION OF SECURITIES....................          FAIR VALUE    UNREALIZED LOSS    FAIR VALUE     LOSS
                                                        ----------    ---------------    ----------     ----
<S>                                                          <C>                 <C>          <C>        <C>
 Available for sale equity securities
      (Euroholdings)..........................               2,852               556          2,852      556
                                                             -----               ---          -----      ---
 Total temporarily impaired securities........               2,852               556          2,852      556
                                                             =====               ===          =====      ===
</TABLE>

         The tabular presentation illustrated above is based on information
provided by the Company's management who concluded that unrealized loss from the
decline in market price of the relevant securities of December 31, 2003, was not
other than temporary and therefore was recognized in comprehensive loss.

         During 2003 the Company concluded that the decline in the fair value of
(euro)556 of the relevant investment was not considered other-than-temporary
because of the volatility in the general market conditions due to the
forthcoming elections and not specifically attributed to the investee's
operations. The duration of this impairment loss as at December 31, 2003, was
for approximately six months. The Company's management will re-assess the
situation for the quarter ended March 31, 2004 and any decline in fair value
will be recognized in income statement within the first quarter of 2004.


8.       PROGRAMMING COSTS

         The following table sets forth the components of the programming?
costs, net of amortization:

                                                           DECEMBER 31,
                                                      -------------------------
                                                       2002               2003
                                                       ----               ----
Produced programming...............................   68,399             66,815
Purchased sports rights............................    2,488              1,762
Licensed program rights............................   17,593             15,242
Prepaid license program rights.....................    8,066              5,113
Prepaid produced programs..........................    2,209              1,177
                                                       -----              -----
                                                      98,755             90,109
                                                      ======             ======


                                      F-28
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         On the basis of the Company's amortization rates 100% of produced
programming, licensed program rights and purchased sports rights at December 31,
2003 will be amortized within a four-year period of time.

         Based on management's total gross revenue estimates as of December 31,
2003, approximately 54% of completed produced programming and purchased sports
rights are expected to be amortized during fiscal year 2004.

9.       PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:

                                                                DECEMBER 31,
                                                            -------------------
                                                             2002         2003
                                                             ----         ----
COST
   Land ..................................................   2,670        2,769
   Buildings and leasehold improvements...................   6,654        9,317
   Machinery and equipment................................  10,067       10,966
   Broadcasting and transmission equipment................   4,597        5,426
   Printing equipment.....................................   6,484        6,654
   Furniture and fixtures.................................  10,076       11,219
   Motor vehicles and other transportation means..........   2,732        2,986
                                                             -----        -----
                                                            43,280       49,337
                                                            ======       ======
NET BOOK VALUE
   Land ..................................................   2,670        2,769
   Buildings and leasehold improvements...................   4,608        6,925
   Machinery and equipment................................   3,304        3,367
   Broadcasting and transmission equipment................   2,068        2,116
   Printing equipment.....................................   4,135        3,561
   Furniture and fixtures.................................   2,987        2,481
   Motor vehicles and other transportation means..........   1,547        1,223
                                                             -----        -----
                                                            21,319       22,442
                                                            ======       ======

         Depreciation is computed based on the straight-line method using rates
that are substantially equivalent to average economic useful life rates. The
depreciation expense for the years ended December 31, 2001 and 2002 was
(euro)5,513 and (euro)7,381 which included the write off of a leasehold
improvement and miscellaneous printing equipments with a net book value of
approximately (euro)1,350. The depreciation expense for the year ended December
31, 2003 was (euro)5,688. The useful lives of property and equipment are as
follows:


CLASSIFICATION                                                    USEFUL LIVES
--------------                                                    ------------
Buildings and leasehold improvements.........................     8 to 10 years
Machinery and equipment......................................     3 to 7 years
Printing machinery...........................................        8 years
Broadcasting and transmission equipment......................    10 to 12 years
Furniture and fixtures.......................................     3 to 5 years
Motor vehicles and other transportation means................     4 to 7 years


                                      F-29
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


10.      BROADCASTING, TRANSMISSION AND PRINTING EQUIPMENT UNDER CAPITAL LEASES

                                                                 DECEMBER 31,
                                                           --------------------
                                                            2002          2003
                                                            ----          ----
Cost ....................................................   9,075         9,075
Less: accumulated depreciation...........................  (4,973)       (5,748)
                                                           ------        ------
                                                            4,102         3,327
                                                            =====         =====

         Depreciation is computed based on the straight-line method using rates
which are substantially equivalent to average economic useful lives for
broadcasting, transmission and printing equipment (8 and 10 years). The
depreciation expense for the year ended December 31, 2001 was (euro)877, which
included the write off of a leased asset with net book value of (euro)460. In
2002 and 2003 the depreciation expense was (euro)834 and (euro)775 respectively.


11.  OTHER INTANGIBLE ASSETS

                                                                 DECEMBER 31,
                                                           --------------------
                                                            2002          2003
                                                            ----          ----
Royalty rights......................................         799         1,030
Accumulated amortization............................        (325)         (652)
                                                            ----          ----
                                                             474           378
                                                             ===           ===

         The amortization expense for the years ended December 31, 2001, 2002
and 2003 was (euro)222, (euro)188 and (euro)327, respectively.

12.      OTHER ASSETS

     Other assets are analyzed as follows:

                                                                 DECEMBER 31,
                                                           --------------------
                                                            2002          2003
                                                            ----          ----
Advance for the right to acquire an interest
   in Makedonia TV...................................      8,804         8,804
Guarantee deposits...................................        426           426
                                                           -----         -----
                                                           9,230         9,230
                                                           =====         =====

         On February 24, 2000 the Company advanced (euro)8.8 million in exchange
for the right to acquire a controlling interest in Makedonia TV, one of the six
Greek commercial TV broadcasters with a nationwide license. This right gives
Antenna the ability to acquire a 51% interest in Makedonia TV from its three
shareholders for a total consideration equal to the advance payment. The Company
may acquire this interest by February 2006, but may only do so if and when Greek
law permits a broadcaster and/or its shareholders to own or control two licensed
free to air television broadcast companies. If the interest is not acquired or
the right of acquisition not extended Antenna will be refunded all amounts paid
and will be granted a right of first refusal over any future transfers of the
51% interest.


                                      F-30
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         The Company has signed a cooperation agreement to provide management
consulting, production and technical services to Makedonia TV in return for a
fee of 20% of the total gross annual revenue for the year 2000-2001 and 22% for
the year 2002. Such revenue amounted to (euro)423 and (euro)455 for the year
ended December 31, 2001 and 2002 and is included in related party revenue in the
consolidated statements of operations. The Company has not recognized any such
revenue in 2003, because the terms of the agreement are under negotiation. In
2003, Antenna TV sold to Makedonia TV produced programming of net profit of
(euro)725.


13.      BANK OVERDRAFTS AND SHORT-TERM BORROWINGS

         Short-term borrowings are primarily draw-downs under various lines of
credit maintained by the Company with several banks. The aggregate amount of
available lines of credit were (euro)38,815 and (euro)36,126 as at December 31,
2002 and 2003 respectively.

         Bank overdrafts and short-term borrowings are secured by assignments of
advertisers' post-dated cheques, notes receivable from advertisers and letters
of guarantee of obligations of advertisers and guaranteed in the event of non
payment, by a minority shareholder and the Company.

         Such borrowings, based on their currency denominations, were as
follows:

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                -----------------------------------------------------
                                                                        2002                           2003
                                                                -----------------------       -----------------------
                                                                            IN FOREIGN                     IN FOREIGN
                                                                 (EURO)      CURRENCY           (EURO)       CURRENCY
                                                                 ------      --------           ------       --------
<S>                                                             <C>           <C>              <C>            <C>
Denominated in:
   Euro .........................................               16,830             --          17,952              --
   Japanese Yen..................................                1,045        130,000             815         110,000
                                                                ------        -------          ------         -------
                                                                17,875        130,000          18,767         110,000
                                                                ======        =======          ======         =======
</TABLE>

         The weighted average interest rates on short-term borrowings in each of
the years ended December 31, 2001, 2002 and 2003 were as follows:

<TABLE>
<CAPTION>
                                                                                    DECEMBER 31,
                                                                      ---------------------------------------
                                                                       2001             2002             2003
                                                                       ----             ----             ----
<S>                                                                   <C>               <C>              <C>
Currency:
   Euro ...................................................           5.57%             5.26%            4.56%
   Japanese Yen............................................           2.16%             2.01%            2.01%
</TABLE>

         Interest on short-term borrowings for 2001, 2002 and 2003 totaled
(euro)2,569, (euro)1,287 and (euro)1,266, respectively.


                                      F-31
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


14.      SENIOR NOTES

         Long-term debt consists of:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                    --------------------------
                                                                                      2002                2003
                                                                                      ----                ----
<S>                                                                                 <C>                  <C>
Senior Notes due 2007 (the "2007 Notes") issued on August 12, 1997. Interest on
     the 2007 Notes is paid semi-annually in February and August, commencing
     February 1, 1998, at a rate of 9% per annum. The 2007 Notes are redeemable,
     in whole or in part, at the option
     of the Company at any time on or after August 1, 2002...............           68,941               55,001

Senior Notes due 2008 (the "2008 Notes") issued on June 18, 2001.
     Interest on the Senior notes is paid semi-annually in July and January,
     commencing July 1, 2001 at a rate of 9.75% per annum. The 2008 Notes are
     redeemable, in whole or in part, at the option of
     the company at any time on or after 2005............................          143,750              138,750
                                                                                   -------              -------
                                                                                   212,691              193,751
                                                                                   =======              =======
</TABLE>

         The 2007 Notes were issued in an aggregate face amount of $115,000 and
mature on August 1, 2007. The 2008 Notes were issued in an aggregate face amount
of (euro)150,000 and mature on July 1, 2008.

         Interest expense for the years ended December 31, 2001, 2002 and 2003
totaled (euro)16,476, (euro)21,353 and (euro)19,238 respectively, and is
included in interest expense in the accompanying 2001, 2002 and 2003
consolidated statements of operations.

         On March 22, 2001, August 17, 2001 and December 17, 2001 the Company
repurchased (euro)4.3 million ($4.0 million), (euro)5.2 million ($5.0 million)
and (euro)5 million ($5.0 million) respectively, of the 2007 Notes, with accRUED
interest of (euro)0.3 ($0.2 million) million to the date of repurchase.

         On December 12, 2002 and December 30, 2002 the Company repurchased
(euro)1.9 million ($2.0 million) and (euro)1.9 million ($2.0 million) of the
2007 Notes, with accrued interest of (euro)65 ($66) and (euro)72 ($75)
respectively to thE date of repurchase.

         On February 19, 2002 and on December 11 and December 31, 2002 the
Company repurchased (euro)2.5 million, (euro)2 million and (euro)1.75 million of
the 2008 Notes, with accrued interest of (euro)33, (euro)88 and (euro)85
respectively to the date of repurchase.

         On March 31, 2003, the Company repurchased (euro)2.0 million of the
2008 Notes with accrued interest of (euro)49 tO the date of repurchase. On
December 9, 2003, the Company repurchased (euro)3 million of the 2008 Notes with
accrued interest of (euro)128 to the date of repurchase.

         On May 14, 2003, the Company repurchased (euro)1.7 million ($2.0
million) of the 2007 Notes, with accrued interest of (euro)46 ($54) to the date
of repurchase. On December 23, 2003, the Company repurchased (euro)0.8 million
($1 million) of the 2007 Notes with accrued interest of (euro)29 to the date of
repurchase.

         The early extinguishment of the 2007 Notes resulted in the following:


                                      F-32
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                   2001              2002               2003
                                                                   ----              ----               ----
<S>                                                               <C>               <C>                  <C>
Discount on prepayment of 2007 Notes..................            1,010             1,405                124
Write-off of related unamortized debt issuance costs..             (476)             (344)              (268)
                                                                  -----             -----                ---
Gain (loss)...........................................              534             1,061               (144)
                                                                  =====             =====                ===
</TABLE>

         The early extinguishment of the 2008 Notes resulted in the following:

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31
                                                                  ------------------------------------------
                                                                   2001              2002               2003
                                                                   ----              ----               ----
<S>                                                                  <C>            <C>                 <C>
Discount on prepayment of 2008 Notes..................               --             1,644                259
Write-off of related unamortized debt issuance costs..               --             (231)              (192)
                                                                  -----             -----                ---
Gain .................................................               --             1,413                 67
                                                                  =====             =====                ===
</TABLE>

         In accordance with SFAS No 145, the gain for the years ended 2001, 2002
and 2003 has been recorded in other (expenses), net.

         The indebtedness evidenced by the 2007 Notes and 2008 Notes constitutes
a general unsecured senior obligation of the Company and ranks pari passu in
right of payment with all other senior indebtedness and senior in right of
payment to all subordinated indebtedness of the Company. The indenture, with
respect to the 2007 Notes and 2008 Notes contain certain covenants and
restrictions that, among other things, limit the type and amount of additional
indebtedness that may be incurred by the Company and impose certain limitations
on investments, loans and advances, sales or transfers of assets, dividends and
other payments, the ability of the Company to enter into sale-leaseback
transactions, certain transactions with affiliates, certain mergers and
limitation of business activities. Antenna is in compliance with the terms of
the Indentures as at December 31, 2002 and 2003.


15.      LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                         -----------------------
                                                                                          2002              2003
                                                                                          ----              ----
<S>                                                                                       <C>                <C>
Loan of (euro)978, due in annual installments of (euro)489, bearing interest at
     variable rates (4.7% and 4.4% for the year ended December 31, 2002 and
     2003) and due in 2003.  Guaranteed by the Company........................             489               --
Less:  Current portion........................................................            (489)              --
                                                                                          ----              ----
                                                                                            --               --
                                                                                          ====              ====
</TABLE>

         Interest expense for the year ended December 31, 2001, 2002 and 2003
amounted to (euro)83, (euro)44 and (euro)13 respectively.


16.      CAPITAL LEASE OBLIGATIONS

         The Company leases mainly broadcasting, space and printing equipment
under capital leases which bear interest at average interest rates of 5.2%, 6.6%
and 7.4%. Interest expense from capital leases was (euro)193, (euro)191 and
(euro)142 in the years ended December 31, 2001, 2002 and 2003 respectively.
Future obligations from the above leases are as follows:


                                     F-33
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


                                                                          TOTAL
                                                                          -----
 2004 ..............................................................        855
 2005 ..............................................................        660
 2006 ..............................................................        499
 2007 ..............................................................        137
                                                                          -----
                                                                          2,151
       Less: amount representing interest...........................       (235)
                                                                          -----
                                                                          1,916
                                                                          =====

         The capital lease obligation is reflected on the consolidated balance
sheets as of December 31, 2002 and 2003, as follows:

                                                                 DECEMBER 31,
                                                             -------------------
                                                              2002          2003
                                                              ----          ----
Current portion.........................................       870           748
Long-term portion.......................................     1,998         1,168
                                                             -----         -----
                                                             2,868         1,916
                                                             =====         =====

         The capital lease obligations are secured by a personal guarantee of
the minority shareholders of Daphne and Antenna TV.


17.      ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

         The amount reflected in the accompanying consolidated balance sheets is
analyzed as follows:

                                                                  DECEMBER 31,
                                                            --------------------
                                                              2002          2003
                                                              ----          ----
Value added tax.........................................     1,589         1,371
                                                            ------        ------
Taxes withheld:
   Payroll..............................................       543           607
   Third parties........................................       284           298
   Other................................................       608           521
                                                            ------        ------
                                                             1,435         1,426
                                                            ------        ------
Broadcast license fee...................................     2,753         3,668
Deferred revenue........................................       424           524
Other payables..........................................       796         1,183
Social security funds payable...........................     2,468         2,848
Advertising contribution fine...........................       938           829
Other accruals..........................................     2,865         4,338
                                                            ------        ------
                                                            13,268        16,187
                                                            ======        ======

18.      INCOME TAXES

         The provision for income taxes reflected in the accompanying
consolidated statements of operations is analyzed as follows:


                                      F-34
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                 -------------------------------------------
                                                                    2001              2002              2003
                                                                    ----              ----              ----
<S>                                                              <C>                <C>                <C>
Current
    Greece..............................................           2,094            13,886             1,386
    Foreign.............................................              --                --                --
                                                                  ------            ------             -----
                                                                   2,094            13,886             1,386
                                                                 =======           =======             =====
Deferred
    Greece..............................................         (16,052)          (13,026)            1,037
    Foreign.............................................              --                --              (807)
                                                                  ------            ------             -----
                                                                 (16,052)          (13,026)              230
                                                                 =======           =======             =====
Provision (benefit) for income tax......................         (13,958)              860             1,616
                                                                 =======           =======             =====
</TABLE>

         The reconciliation of the provision for income taxes to the amount
determined by the application of the statutory tax rate for Greek companies of
37.5% in 2001 and 35% in 2002 and 2003 and the application of the statutory tax
rate for the Bulgarian companies of 28.5% in 2001 and 23.5% for 2002 and 2003
respectively to pre-tax income, is summarized as follows:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                 -------------------------------------------
                                                                    2001              2002              2003
                                                                    ----              ----              ----
<S>                                                             <C>                   <C>                <C>
Income (loss) from continuing operations..................       (16,624)             (491)              618
Foreign tax rate differential ............................           210               210               191
Effect of change in tax rate..............................           116               322                --
Goodwill amortization ....................................           462                --                --
Interest income...........................................           (85)              (53)             (111)
Disallowed expenses and non-deductible general expenses...         1,447               716             1,541
Loss (gain) not subject to income tax, net................           (87)             (254)             (216)
Effect of minority interest...............................          (533)             (238)                2
Increase (decrease) in valuation allowance................         1,136               648              (409)
                                                                  ------            ------             -----
Provision (benefit) for income taxes......................       (13,958)              860             1,616
                                                                 =======           =======             =====
</TABLE>

         Income (loss) from continuing operations, split between Greece and
foreign is:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                 -------------------------------------------
                                                                    2001              2002              2003
                                                                    ----              ----              ----
<S>                                                              <C>                <C>               <C>
Income (loss) from continuing operations...................
    Greece.................................................      (42,001)              418             3,431
    Foreign................................................       (2,331)           (1,820)           (1,666)
                                                                  ------            ------            ------
                                                                 (44,332)           (1,402)            1,765
                                                                 =======            ======            ======
</TABLE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         Interest income is taxed at a lower rate (15%) than operating income.
Disallowed prior period expenses relate to invoices for goods or services that
were not received prior to the preparation of the tax returns and that relate to
prior year expenses (i.e. invoices received in February that relate to services
rendered in December of prior year). Non-deductible expenses relate primarily to
certain car and meals and entertainment expenses and tax penalties.

     In Greece the amounts reported to the tax authorities are provisional until
such time as the tax authorities inspect the books and records of an entity.
Greek tax laws and related regulations are subject to


                                      F-35
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


interpretations by the tax authorities. The Company and the majority of its
subsidiaries have been inspected by the tax authorities up to the year 2000. Due
to the way additional taxes are assessed in Greece, the ultimate outcome of
additional tax assessments for the open tax years may vary from the amounts
accrued and consequently a charge to operations over and above the amounts
accrued may be required.

     The Company has tax losses carried forward of (euro)19,038, of which
(euro)77 expires in 2005, (euro)4,795 expires IN 2006, (euro)7,322 expires in
2007 and (euro)6,844 expires in 2008.

     The deferred income taxes relate to the temporary differences between the
book values and the tax bases of assets and liabilities. Significant components
of the Company's deferred tax liabilities and assets in 2002 and 2003 are
summarized below:

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,
                                                                   ---------------------
                                                                     2002           2003
                                                                     ----           ----
<S>                                                                <C>            <C>
Deferred tax liabilities
   Intangible and tangible assets............................         215            369
   Programming costs.........................................       7,033          5,243
   Deferred charges..........................................         639            779
   Leased assets.............................................       1,185            946
   Customer advances and accounts payable....................         276              -
   Other assets..............................................         653              -
                                                                   ------          -----
Gross deferred tax liabilities...............................      10,001          7,337
                                                                   ------          -----

Deferred tax assets
   Property and equipment....................................         100            395
   Start up costs............................................       2,712          1,769
   Long term liability.......................................          45             45
   Long term lease liability.................................         400            220
   Short-term lease liability................................         314            262
   Long-term receivables.....................................         674            674
   Accounts receivable.......................................       2,269          2,590
   Employee retirement benefits..............................         494            638
   Provisions for other accounts receivable..................       8,412          5,982
   Marketable equity securities..............................       9,603          8,188
   Accrued expenses and other provisions.....................         259              -
   Net operating losses......................................       4,489          5,901
                                                                   ------          -----
Gross deferred tax assets....................................      29,771         26,664
                                                                   ------          -----
Less:  valuation allowance...................................     (1,784)        (1,375)
                                                                   ------          -----
Net deferred tax asset.......................................      17,986         17,952
                                                                   ======         ======
</TABLE>

         During the year ended December 31, 2001 and 2002 the deferred tax
assets and liabilities were remeasured and the total effect of the change in tax
rate was a charge of (euro)116 and of (euro)322 respectively.

         Deferred tax assets were reduced by a valuation allowance relating to
the tax benefits attributable to net operating losses and timing differences,
where it is not likely that these losses and benefits will be utilized and fully
reverse before expiration.

         The valuation allowance was nil for January 1, 2001. The valuation
allowance was increased by (euro)1,136 in 2001. In 2002 the valuation allowance
was increased by (euro)648. In 2003 the valuation allowance was decreased by
(euro)409.


                                      F-36
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         In 2003, the Company released the valuation allowance of (euro)409
thousand relating to carried forward taxable losses of Nova Bulgaria as a result
of Nova Bulgaria obtaining the national license for TV and radio broadcasting in
the territory of the Republic of Bulgaria. Management believes that it is more
likely than not that the results of future operations will generate sufficient
taxable income to realize the net deferred tax assets.

         The classification of deferred income taxes in the accompanying balance
sheets is as follows:

<TABLE>
<CAPTION>
                                                                              DECEMBER 31,
                                                                       ------------------------
                                                                         2002              2003
                                                                         ----              ----
<S>                                                                    <C>               <C>
Net current deferred tax (liability).............................      (3,712)           (3,563)
                                                                       ======            ======
Net  current deferred tax asset..................................       4,137             3,268
                                                                       ======            ======
Net non-current deferred tax asset...............................      17,561            18,247
                                                                       ======            ======
</TABLE>

19.      EMPLOYMENT RETIREMENT BENEFITS

STATE PENSION

         The Company's employees are covered by one of several Greek State
sponsored pension funds. Each employee is required to contribute a portion of
their monthly salary to the fund, with the Company also contributing a portion.
Upon retirement, the pension fund is responsible for paying the employees'
retirement benefits. The Company's contributions to the pension fund in the
years ended December 31, 2001, 2002 and 2003 have been recorded to expenses and
were (euro)5,281, (euro)4,830 and (euro)5,123 respectively.

EMPLOYEE RETIREMENT BENEFITS

         In accordance with Greek law, a lump sum payment is payable to
employees upon their retirement or involuntary termination. The amount of
compensation payable for involuntary termination is based on the number of years
of service and the amount of remuneration at the date of termination. If the
employees remain in the employment of the Company until normal retirement age,
they are entitled to receive a lump sum payment, which is equal to a minimum of
40% of the involuntary termination benefit, as defined above. As the Company has
no plans to terminate a portion of its workforce, the accrual reflects the
minimum amount payable on retirement. The amount charged to expense in the years
ended December 31, 2001, 2002 and 2003 is (euro)241, (euro)225 and (euro)232
resPECTivelY.


20.      SHARE CAPITAL

         The Company's share capital consists of the following:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                 -----------------------
                                                                                  2002              2003
                                                                                  ----              ----
<S>                                                                              <C>               <C>
Common shares, par value(euro)0.29 per share in 2002 and(euro)0.30 per
     share in 2003; authorized and issued 19,849,440 shares in 2002
     and 2003..............................................................      5,825             5,825
                                                                                 -----             -----
Total common shares........................................................      5,825             5,825
                                                                                 =====             =====
</TABLE>


                                      F-37
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


         At December 31, 2003 the Company increased its share capital through
the capitalization of (euro)130 of a legal-special reserve.


21.      STATUTORY, TAX FREE AND OTHER RESERVES

         Statutory, tax free and other reserves are as follows:

<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,
                                                                                 -----------------------
                                                                                  2002              2003
                                                                                  ----              ----
<S>                                                                              <C>               <C>
Statutory reserve....................................................            1,333             1,376
Tax free reserves....................................................              337               239
Reserves for income taxed at lower rates.............................            3,412             3,412
Special reserve......................................................              420               420
                                                                                 -----             -----
                                                                                 5,502             5,447
                                                                                 =====             =====
</TABLE>

STATUTORY RESERVE

         Under Greek corporate law, corporations are required to transfer a
minimum of 5% of their annual net profit as reflected in their statutory books
to a statutory reserve, until such reserve equals one-third of the outstanding
share capital. The above reserve cannot be distributed during the existence of
the Company, but can be used to eliminate a deficit.

TAX FREE AND OTHER RESERVES

         a)       Under the provisions of Law 1828/1989 (Art. 22), corporations
are allowed to set up a tax free reserve for which they are obliged to make
productive investments of an amount equal to one hundred and thirty percent of
the reserve within the three years (at least one third during the first year)
following the year the respective reserve has been established. This reserve can
be converted to share capital after the three-year period mentioned above.
According to Greek tax regulations, no tax is due at the specified time this
reserve is capitalized. In the case where the productive investments are not
made within the time frame, the reserve is taxed and penalties are charged.

         b)       Reserves for income taxed at lower rates represent interest
income taxed at 15%. Upon distribution, these reserves will be taxed at the
applicable current tax rate, with 15% credit given. It is not expected that
these reserves will be distributed.

         c)       Special reserves represent retained earnings which have been
taxed.


22.      OTHER REVENUE

         Other revenue included in the consolidated statements of operations are
analyzed as follows:

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                        -------------------------------------
                                                                          2001           2002            2003
                                                                          ----           ----            ----
<S>                                                                      <C>            <C>             <C>
Audiotex.......................................................          5,695          6,526           5,114
Telemarketing..................................................          2,781          1,831           2,615
Tuition fees...................................................            649            753           1,133
Subscription fees..............................................            640            596             397
</TABLE>


                                      F-38
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                        -------------------------------------
                                                                          2001           2002            2003
                                                                          ----           ----            ----
<S>                                                                      <C>            <C>             <C>
Internet revenues..............................................          3,405          2,821           4,683
Records, compact discs sales...................................          2,002          3,626           5,317
Ticket sales...................................................          1,133            903              --
Other..........................................................          2,054          4,327           4,368
                                                                        ------         ------          ------
                                                                        18,359         21,383          23,627
                                                                        ======         ======          ======
</TABLE>

23.      FOREIGN EXCHANGE (LOSSES) GAINS,NET

         Foreign exchange (losses) gains, net included in the consolidated
statements of operations are analyzed as follows:

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                        -------------------------------------
                                                                          2001           2002            2003
                                                                          ----           ----            ----
<S>                                                                      <C>           <C>             <C>
Unrealized foreign exchange (loss) gain on Senior notes
     (US$)..............................................                (4,789)        12,225          11,079
Unrealized foreign exchange gains and losses on cash,
     receivables and payables denominated in foreign
     currencies (US$) and realized (losses) gains on
     transactions, net..................................                  (252)        (2,062)         (1,723)
                                                                        ------         ------          ------
                                                                        (5,041)        10,163           9,356
                                                                        ======         ======          ======
</TABLE>

24.      OTHER INCOME(EXPENSE),NET

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                        ------------------------------------
                                                                          2001           2002           2003
                                                                          ----           ----           ----
<S>                                                                      <C>           <C>              <C>
Income (loss) related to early extinguishments of
     Senior Notes.......................................                   534          2,474            (77)
Other than temporary loss from investments (Note 7).....               (37,392)        (4,813)          (600)
Other, net..............................................                  (519)           (32)          (261)
                                                                        ------         ------          ------
                                                                       (37,377)        (2,371)          (938)
                                                                        ======         ======          ======
</TABLE>

25.      DIVIDENDS

         Under Greek corporate law, companies are required each year to declare
from their profits, dividends of at least 35% of after-tax profit, after
allowing for statutory reserve, or a minimum of 6% of the paid-in share capital,
whichever is greater. However, the Company can waive such dividend with the
unanimous consent of its shareholders.

         Furthermore, Greek corporate law requires certain conditions to be met
before dividends can be distributed which are as follows:

         a)       No dividends can be distributed to the shareholders as long as
      the Company's net equity, as reflected in the statutory financial
      statements, is, or after such distribution will be, less than the share
      capital plus non-distributable reserves.

         b)       No dividends can be distributed to the shareholders as long as
      the unamortized balance of "Pre-Operating Expenses," as reflected in the
      statutory financial statements, exceeds the aggregate of distributable
      reserves plus retained earnings.

         No dividends have been declared during 2001, 2002 and 2003.


                                      F-39
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


26.      DERIVATIVE FINANCIAL INSTRUMENTS

         The Company uses derivative financial instruments periodically to
manage the risk that changes in interest rates will affect either the fair value
of its debt obligations or the amount of its future interest payments.

         Foreign currency forwards and options contracts are used periodically
to mitigate its exposures to foreign currency exchange and interest rate risks.

         The Company follows the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"). "Accounting
for Derivative Instruments and Hedging Activities". This statement establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. The Company recognizes all derivatives
on the balance sheet at fair value. Changes in the fair value of derivative
financial instruments are either recognized periodically in earnings or
shareholders' equity (as a component of comprehensive income), depending on
whether the derivative is being used to hedge changes in fair value or cash
flows. Derivatives that are not hedges are adjusted to fair value though
earnings. If the derivative is an effective hedge, changes in its fair value are
offset against the change in the fair value of the hedged item in either other
comprehensive income or earnings. The ineffective portion of a derivative
classified as a hedge is immediately recognized in earnings.

         The Company does not have any freestanding or embedded derivatives as
at December 31, 2002 and 2003.

27.      FINANCIAL INSTRUMENTS

         The Company's financial instruments include cash and cash equivalents,
accounts receivable, advances, short and long-term borrowings accounts payable
and accrued liabilities. The estimated fair values of cash and cash equivalents,
short-term accounts receivable, advances and payables approximate their carrying
value because of the short-term maturity of these instruments. The carrying
value of receivables with maturities greater than one year, have been discounted
using the cost of borrowings for future cash outflows, which approximates the
fair value. The Company's Senior Notes due 2007, include a fixed interest rate
of 9%; the fair value has been calculated based upon bank-quoted market rates.
The market rate at December 31, 2002 and 2003 was $52,045 and $70,324 as
compared to the carrying value at December 31, 2002 and 2003 of $72,285 and
$69,285 respectively.

         The Company's Senior Notes due 2008 of (euro)150,000 include a fixed
interest rate of 9 3/4%, the fair value has been calculated based upon
bank-quoted market rates. The market rate at December 31, 2002 and 2003 was
(euro)101,334 and (euro)141,525, as compared to the carrying value of
(euro)143,750 and (euro)138,750, respectively.

         The Company's financial instruments also included foreign currency
forwards and options. The fair value of financial instruments is generally
determined by reference to market values resulting from trading on a national
securities exchange or in an over-the-counter market. In cases where quoted
market


                                      F-40
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


prices are not available, fair value is based using present value or
other valuation techniques. As at December 31, 2002 and 2003 there were no
foreign currency forwards and options.

28.      COMMITMENTS

         In addition to long-term operating lease commitments for office, studio
space and other equipment, the Company has entered into extended commitments
integral to its operations.

         Amounts payable for commitments as of December 31, 2003 discussed above
are:

                                                                  OFFICE AND
                                                                 STUDIO SPACE
                                                                 ------------

2004 .......................................................           3,391
2005 .......................................................           3,563
2006 .......................................................           3,750
2007 .......................................................           3,952
2008 .......................................................           4,172
                                                                      ------
Total.......................................................          18,828
                                                                      ======

         The rental expense relating to long-term operating lease commitments
for office and studio space amounted to (euro)4,814 and (euro)4,873 and
(euro)4,965 in 2001, 2002 and 2003, respectively.

         The Company has signed letters of guarantee for purchased licensed film
and sports rights amounting to (euro)7,877 and (euro)13,613 as of December 31,
2002 and 2003, respectively. The Company has other commitments for liceNSED film
rights in 2004, 2005, 2006 and 2007 of (euro)4,565, (euro)2,030, (euro)4,803 and
(euro)4,565, respectively.


29.      CONTINGENCIES

         The Company is involved in various litigation in the normal course of
business, with claims totaling approximately (euro)13,221. The Company has
accruals of (euro)481 as at December 31 2002 and (euro)579 as at December 31,
2003, representing management's best estimate of the Company's probable
liability in respect of such claims. The Company believes that none of these
actions, individually or in the aggregate, will have a material adverse effect
on the Company's results of operations or financial position.

         The Company was involved in a litigation claim for the non-payment of
advertiser contributions payable to the Pension Fund for Athens and Thessaloniki
Newspaper Employees amounting to (euro)3,858. The contribution is payable on
invoices issued to advertisers. However, the relevant authorities, in
determining the contributions not paid, did not take into consideration
discounts given to advertisers through the issuance of credit notes at a later
date, which therefore would create a lower advertising contribution liability.
During the year ended December 31, 2001 the Company lost the litigation claim.
The assessment has been recorded in selling, general and administrative expenses
in the consolidated statements of operation.


                                      F-41
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


30.      SEGMENT AND GEOGRAPHIC INFORMATION

         The Company follows Statement of Financial Accounting Standards No 131
(SFAS 131), Disclosures about Segments of an Enterprise and Related Information.
The Company's reportable segments are: Television, Radio, Pay Television, Music
Recording, Internet and Publishing. The Television segment represents a
broadcast network and producer of television programming. Revenue is earned from
the sale of advertising time to local and international branches of advertising
agencies and from royalties from syndicating of programming. The radio segment
represents a free-to-air radio operator, which sells advertising time to local
and international branches of advertising agencies. The Pay television segment
sells programming to local and international subscription television platforms.
The Music Recording segment is a producer of compact discs, DVD's and cassettes
of local popular artists and authors for sale to distributors. The Internet
segment produces and offers content for mobile telephone subscribers. The
Publishing segment is a publisher of magazines, pamphlets and books for sale to
distributors. The Other segment is responsible for a portion of the company's
financial operations and includes training centers, production of infomercials,
consulting and air advertisements (audiotext). The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies. Identifiable assets by segment are those assets that are
used in the operations of that business. Sales are attributed to countries based
on selling location. Intersegment sales are accounted for at fair value as if
the sales were to third parties.


                                      F-42
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                                                         INTER-
                                                         PAY                           MUSIC             SEGMENT      TOTAL
                               TELEVISION    RADIO  TELEVISION PUBLICATIONS INTERNET RECORDING    OTHER  ELIMINATION CONSOLIDATED
                               ----------    -----  ---------- ------------ -------- ---------    -----  ----------- ------------
<S>                               <C>        <C>           <C>       <C>       <C>       <C>      <C>         <C>         <C>
Advertising revenue........       101,040    4,601          --        7,904       --        --       --           --      113,545
Related party sales........         7,822      160          --          163        4        --      405       (2,769)       5,785
Publication revenue........            --       --          --       20,402       --        --       --           --       20,402
Other revenue..............         4,574       16         640        2,781      869     2,002    7,477           --       18,359
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total revenues.............       113,436    4,777         640       31,250      873     2,002    7,882       (2,769)     158,091
Cost of sales..............        28,868    2,355          97       24,850    1,764     1,513    4,111         (256)      63,302
Related party cost of sales            17       12          --          166      406        --    1,839       (2,440)          --
Selling, general and
     administration
     expenses..............        16,546    2,650          29        6,311      754       311    1,393           --       27,994
Related party selling,
     general and
     administration
     expenses..............            53       48          --           82       11         8       88         (290)          --
Depreciation and
     amortization..........         2,671      117         105        2,828      685         5    1,329           --        7,740
Amortization of
     programming costs.....        43,747       --          --           --       --        --       --           --       43,747
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Operating income...........        21,534     (405)        409       (2,987)  (2,747)       165    (878)         217       15,308
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Equity in net income in
     unconsolidated
     affiliate.............            --       --          --           --       --        --       --           (5)          (5)
Interest (expense), net....       (16,774)     (63)        (42)      (1,741)      (1)       (1)     (18)          --      (18,640)
Foreign exchange (losses)
     gains, net............        (5,135)     102          --           (8)      --        --       --           --       (5,041)
Other income (expense),
     net (1)...............            15       50        (133)          94       (1)       --  (37,402)          --      (37,377)
Minority interest in
     losses of
     consolidated
     entities, net.........            --       --          --           --       --        --       --        1,423        1,423
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
(Loss) income before tax...          (360)    (316)        234       (4,642)  (2,749)      164  (38,298)       1,635      (44,332)
Cumulative effect of a
     change in accounting
     principle (net of
     income taxes of(euro)347).      (578)      --          --           --       --        --       --           --         (578)
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Net income (loss)..........        (2,663)    (222)        234       (2,902)  (2,749)      103  (23,196)         443      (30,952)
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total assets at
     December 31, 2001.....       394,273    5,802         851       43,209    3,415     2,284    9,007      (61,836)     397,005
                                  =======    =====         ===       ======    =====     =====    =====      =======      =======
</TABLE>

--------
1    Included in other income (expense), net (under segment other) is the
     write-down of the marketable equity securities representing an other
     than-temporary loss amounting to (euro)37.4 million (see Note 24)


                                      F-43
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                                         INTER-
                                                         PAY                           MUSIC             SEGMENT      TOTAL
                               TELEVISION    RADIO  TELEVISION PUBLICATIONS INTERNET RECORDING    OTHER  ELIMINATION CONSOLIDATED
                               ----------    -----  ---------- ------------ -------- ---------    -----  ----------- ------------
<S>                               <C>        <C>           <C>       <C>       <C>       <C>      <C>         <C>         <C>
Advertising revenue....           109,985    4,471          --        7,958       --        --       --           --      122,414
Related party sales....             7,492      302          --          280      941        43       --       (3,359)       5,699
Publication revenue....                --       --          --       19,354       --        --       --           --       19,354
Other revenue..........             6,093       21         596        1,831    1,052     3,626    8,182          (18)      21,383
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total revenues.........           123,570    4,794         596       29,423    1,993     3,669    8,182       (3,377)     168,850
Cost of sales..........            35,178    2,186         172       25,462      418     2,268    4,603         (294)      69,993
Related party cost of
     sales.............                12        8          --          104       32       179    1,842       (2,177)          --
Selling, general and
     administration
     expenses..........            20,546    2,362          35        5,065      864       801    1,378         (259)      30,792
Related party selling,
     general and
     administration
     expenses..........               947       26          --           58        8         6        4       (1,049)          --
Depreciation and
     amortization......             3,808      116         111        3,041      924         6      209          188        8,403
Amortization of
     programming costs.            47,445       --          --           --       --        --       --           --       47,445
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Operating income.......            15,634       96         278       (4,307)    (253)      409      146          214       12,217
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Equity in net income
     in unconsolidated
     affiliate.........                --       --          --           --       --        --       --           (3)          (3)
Interest (expense), net           (20,537)     (78)        (60)      (1,415)      --         4        7           --      (22,079)
Foreign exchange gains
     (losses), net.....             9,618       56         510          (21)      --        --       --           --       10,163
Other income
     (expense), net (2)             2,068        4          --          (13)      --        (4)  (4,817)         391       (2,371)
Minority interest in
     (profit) loss of
     consolidated
     entities, net.....                --       --          --           (7)      --        --       --          678          671
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Income (loss) before
     tax...............             6,783       78         728       (5,763)    (253)      409   (4,664)       1,280       (1,402)
Cumulative effect of a
     change in
     accounting
     principle (net of
     income taxes of
     (euro)117).............         (736)      --          --         (217)      --        --       --           --         (953)
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Net income (loss)......             4,115       31         728       (4,253)    (253)      245   (4,813)         985       (3,215)
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total assets
     (December 31,
     2002).............           394,792    6,499         976       42,999    4,561     3,335    9,085      (69,706)     392,541
                                  =======    =====         ===       ======    =====     =====    =====      =======      =======
</TABLE>


                                      F-44
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


YEAR ENDED DECEMBER 31, 2003
<TABLE>
<CAPTION>
                                                                                                         INTER-
                                                         PAY                           MUSIC             SEGMENT      TOTAL
                               TELEVISION    RADIO  TELEVISION PUBLICATIONS INTERNET RECORDING    OTHER  ELIMINATION CONSOLIDATED
                               ----------    -----  ---------- ------------ -------- ---------    -----  ----------- ------------
<S>                               <C>        <C>           <C>       <C>       <C>       <C>      <C>         <C>         <C>
Advertising revenue....           115,147    4,312          --        8,455       --        --       --           --      127,914
Related party sales....             6,947      484          --          355    1,233        29       --       (3,556)       5,492
Publication revenue....                --       --          --       23,380       --        --       --           --       23,380
Other revenue..........             5,595       14         397        2,453    3,613     5,317    6,247           (9)      23,627
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total revenues.........           127,689    4,810         397       34,643    4,846     5,346    6,247       (3,565)     180,413
Cost of sales..........            33,393    2,233         143       29,181      509     3,518    2,866         (230)      71,613
Related party cost of
     sales.............                40        2          --           69      820       321    1,018       (2,270)          --
Selling, general and
     administration
     expenses..........            23,619    2,077          25        6,437      839     1,036    1,892           61       35,986
Related party selling,
     general and
     administration
     expenses..........               867        9          --          105      321         7       48       (1,357)          --
Depreciation and
     amortization......             3,376       93          92        2,099      671        11      120          326        6,788
Amortization of
     programming costs.            52,025       --          --           --       --        --       --           --       52,025
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Operating income.......            14,369      396         137       (3,248)   1,686       453      303          (95)      14,001
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Interest (expense), net           (19,236)     (63)        (42)      (1,328)       3         2       15           --      (20,649)
Foreign exchange
     gains,  net.......             8,685      147         524            1       --        --       --           (1)       9,356
Other income
     (expense), net (2)              (965)      -           --            7       --         3       (1)          18         (938)
Minority interest in
     loss (profit) of
     consolidated
     entities, net.....                --       --          --            2       --        --       --           (7)          (5)
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Income (loss) before
     tax...............             2,853      480         619       (4,566)   1,689       458      317          (85)       1,765
Net income (loss)......             1,493      312         619       (3,861)   1,663        59      (51)         (85)         149
                                  -------    -----         ---       ------    -----     -----   ------      -------      -------
Total assets
     (December 31,
     2003).............           374,648    6,315         840       42,645    5,864     4,223   10,762      (76,178)     369,119
                                  =======    =====         ===       ======    =====     =====   ======      =======      =======
</TABLE>

----------------------
2    Included in other income (expense), net is the impairment loss of the
     investment in NetMed NV of(euro)600 (see Note 7)


                                      F-45
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


CAPITAL EXPENDITURES

Information as to capital expenditures is as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                            ----------------------------------------
                                                               2001            2002            2003
                                                               ----            ----            ----
<S>                                                           <C>             <C>             <C>
Television................................................    3,539           2,960           5,160
Radio.....................................................       --             101             200
Publications..............................................      701             286           1,203
Internet..................................................    2,333             306              51
Music recording...........................................       36             425              70
Other.....................................................    1,957             149             127
                                                            -------         -------         -------
                                                              8,566           4,227           6,811
                                                            =======         =======         =======
</TABLE>

GEOGRAPHIC AREAS

Information about geographic areas is as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                            ----------------------------------------
                                                               2001            2002            2003
                                                               ----            ----            ----
<S>                                                         <C>             <C>             <C>
REVENUES:
Greece....................................................  149,371         160,254         171,729
United States.............................................    1,619             952             783
Australia.................................................      640             596             397
Cyprus....................................................    2,206           2,378             962
Bulgaria .................................................    4,255           4,670           6,542
                                                            -------         -------         -------
                                                            158,091         168,850         180,413
                                                            =======         =======         =======
</TABLE>

Note:  Revenues are attributed to countries based on location of customer

Long lived assets are analyzed as follows:

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                            ----------------------------------------
                                                               2001            2002            2003
                                                               ----            ----            ----
<S>                                                          <C>            <C>            <C>
Domestic..................................................   98,027         103,483        101,736
International.............................................    1,641           1,629          1,414
                                                            -------         -------         -------
Total.....................................................   99,668         105,112        103,150
                                                            =======         =======         =======
</TABLE>

31.      SUBSEQUENT EVENTS (UNAUDITED)

         Antenna TV on 16 February 2004 has repurchased $20.0 million principal
amount of its 9% Senior Notes due 2007. The principal amount of these Senior
Notes outstanding after this redemption will be approximately $49.3 million. No
portion of Antenna's 9.75% Senior Notes due 2008 was redeemed at this time.

         In accordance with the terms of the indenture governing the Senior
Notes, the $20.0 million have been redeemed at 103.0% of the principal amount
thereof, for a total of approximately $20.6 million. The effect of this
repurchase is analyzed as follows:


                                      F-46
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
     (IN THOUSANDS OF EURO, EXCEPT SHARE DATA AND WHERE OTHERWISE INDICATED)


                                                               14 February 2004,
                                                                     (EUR)
                                                                     -----

Loss on prepayment of Senior Notes.........................          (475)
Write-off of related unamortized debt expenses.............          (858)
                                                                    ------
(Loss).....................................................         (1,333)
                                                                    ======
Tax benefit................................................           467
                                                                    ======

         In January 2004, the Company entered into an agreement with Endemol
Entairtainment BV to secure the rights for the airing of "Fame Story II" The
cost of such rights is approximately (euro)4.7 million due in six installments
from February 2004 to January 2005. Furthermore, the Company concluded another
agreement with Multichoice Hellas, under which the Company assigns the right to
distribute "The Fame Story II" to Multichoice Hellas through a channel on a Nova
bouquet in return of a flat fee. This right will expire in June 2004.


                                      F-47
<PAGE>

                                   SIGNATURES

         The registrant certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

                                    ANTENNA TV S.A.


                                    By: /s/ Nikolaos Angelopoulos
                                        ---------------------------------------
                                        Name:   Nikolaos Angelopoulos
                                        Title:  Chief Financial Officer


Date April 21, 2004