As filed with the Securities and Exchange Commission March 29, 2002.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

        [_]     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, 2001

        [_]      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
                                 + 30-1-688-6100
 (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:

            Shares of capital stock, nominal value GRD 100 per share

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

                                      None

     As of March 27, 2002, 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>

                                TABLE OF CONTENTS

                                                                            PAGE

PART I.........................................................................1
      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.....................................13
      Item 5.  Operating and Financial Review and Prospects...................43
      Item 6.  Directors, Senior Management and Employees.....................63
      Item 7.  Major Shareholders and Related Party Transactions..............68
      Item 8.  Financial Information..........................................68
      Item 9.  The Listing....................................................70
      Item 10. Additional Information.........................................71
      Item 11. Quantitative and Qualitative Disclosures
               about Market Risk..............................................87
      Item 12. Description of Securities other than
               Equity Securities..............................................90

PART II.......................................................................90
      Item 13. Defaults, Dividends, Arrearages and Delinquencies..............90
      Item 14. Material Modifications to the Right of
               Security Holder and Use of Proceeds............................90
      Item 15. Reserved.......................................................90
      Item 16. Reserved.......................................................90

PART III......................................................................90
      Item 17. Financial Statements...........................................90
      Item 18. Financial Statements...........................................90
      Item 19. Exhibits.......................................................90

                                      (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.

     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 Greek drachmae. Unless
we note otherwise, all amounts in this annual report are expressed in Greek
drachma. For your convenience, unless otherwise indicated, this annual report
contains translations of Greek drachma amounts into U.S. dollars at GRD 382.83 =
$1.00. The translation of Greek drachma 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 1.1235 = $1.00, then
translated based on the legal rate of exchange from Euros to drachmae of
Euro1.00 = GRD 340.75. 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 primarily
             related to the terrorist attacks of September 11, 2001 in the
             United States 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>

                                     PART I

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, 1997, 1998, 1999, 2000 and 2001 are derived from our audited
financial statements. The financial statements as of December 31, 2000 and 2001
and the fiscal years ended December 31, 1999, 2000 and 2001 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,
                                                --------------------------------------------------------------
                                                1997       1998       1999        2000        2001        2001
                                                ----       ----       ----        ----        ----        ----
                                                (GRD)      (GRD)      (GRD)       (GRD)       (GRD)       ($)
                                                             (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                              <C>        <C>        <C>         <C>         <C>         <C>
STATEMENT OF OPERATIONS DATA
Advertising revenue.....................       23,242    29,288      35,126      39,591      38,690      101.1
Related party revenue...................        2,317     2,613       2,006       1,653       1,971        5.1
Publication revenue.....................           --        --       1,806       7,706       6,952       18.2
Other revenue...........................          192       422         842       6,315       6,256       16.3
                                                  ---       ---         ---       -----       -----       ----
Total net revenue.......................       25,751    32,323      39,780      55,265      53,869      140.7
                                               ======    ======      ======      ======      ======      =====
Cost of sales...........................        5,394     5,392       7,976      16,254      21,570       56.4
Selling, general and administrative
     expenses...........................        3,716     4,026       4,780       7,197       9,539       24.9
Amortization of programming costs.......       12,434    12,383      12,096      13,572      14,907       38.9
Depreciation and amortization...........          494       628         853       1,419       2,637        6.9
                                                  ---       ---         ---       -----       -----        ---
Operating income........................        3,713     9,894      14,075      16,823       5,216       13.6
Interest (expense), net.................       (2,533)   (2,858)     (2,700)     (3,306)     (6,351)     (16.6)
Foreign exchange (losses), net(1).......         (698)   (4,024)     (1,973)     (2,984)     (1,718)      (4.5)
Equity in net income (loss) of
     unconsolidated affiliate...........           --        21          25           2          (2)        --
Related party commission income.........           --       143         434          48          --         --
Other income (expense), net(2)..........           19        10       1,529        (435)    (12,918)     (33.7)
Minority interest in profit of
     consolidated subsidiaries..........           --        --         (58)        (85)        485        1.3
                                                 ----    ------      ------      ------       -----       ----
Earnings (loss) before income taxes               501     3,186      11,332      10,063     (15,288)     (39.9)
(Provision) benefit for income
     taxes(1)(3)........................         (248)   (2,085)     (4,570)     (3,012)      4,824       12.6
                                                 ----    ------      ------      ------       -----       ----
Earnings (loss)   before extraordinary
     gain and change in accounting
     principle..........................          253     1,101       6,762       7,051     (10,464)     (27.3)
                                                  ---     -----       -----       -----     -------      -----
Extraordinary gain on repurchase of
     Senior Notes (net of income taxes
     of GRD 83 for the year ended
     December 31, 2000 and GRD 68 for
     the year ended December 31, 2001)             --        --          --         125         114        0.3
                                                 ----    ------      ------      ------       -----       ----
Cumulative effect of a change in
     accounting principle (net of
     income taxes of  GRD 118) (4)                 --        --          --          --        (197)      (0.5)
                                                 ====      ====       =====       =====      ======       ====
Net income (loss).......................          253     1,101       6,762       7,176     (10,547)     (27.5)
                                                 ====      ====       =====       =====      ======       ====
Basic and diluted earnings (loss) per
     share before extraordinary gain             15.1      65.6       354.4       355.2      (527.1)      (1.4)
                                                 ====      ====       =====       =====      ======       ====
Basic and diluted extraordinary gains
     per share..........................           --        --          --         6.3         5.7          0
                                                 ====      ====       =====       =====      ======       ====
Basic and diluted extraordinary earnings
     (loss) per share on repurchase of
     Senior Notes.......................           --        --          --          --        (9.9)         0
                                                 ====      ====       =====       =====      ======       ====
Basic and diluted earnings (loss) per
     share..............................         15.1      65.6       354.4       361.5      (531.3)      (1.4)
                                                 ====      ====       =====       =====      ======       ====

                                       2
<PAGE>

                                                                FISCAL YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------------
                                                1997       1998       1999        2000        2001        2001
                                                ----       ----       ----        ----        ----        ----
                                                (GRD)      (GRD)      (GRD)       (GRD)       (GRD)       ($)
                                                             (IN MILLIONS, EXCEPT PER SHARE DATA)

BALANCE SHEET DATA (AT PERIOD END)
Total assets............................       52,081    60,240      91,619      95,288     135,279      353.4
Net assets..............................        5,385    (6,484)     25,548      25,867      22,178       57.9
Share capital...........................        1,677     1,677       1,985       1,985       1,985        5.2
Long-term obligations (5)...............       32,718    32,963      37,185      33,239      81,433      212.7
Total debt(6)...........................       32,790    34,539      40,849      46,845      87,920      229.7

Shareholders' equity....................        5,385   (6,484)      25,548      25,867      22,178       57.9
OTHER DATA
EBITDA(7)...............................       16,641    22,905      27,024      31,814      22,760       59.5
EBITD(8)................................        4,207    10,522      14,928      18,242       7,854       20.5
Net cash provided by (used in)
     operating activities...............       (4,785)    2,684       4,334      (4,680)     (4,151)     (10.8)
Net cash (used in) investing activities          (240)     (365)    (12,037)    (24,629)     (8,101)     (21.2)
Net cash provided by (used in)
     financing activities...............       16,609    (2,500)     23,055       2,961      37,835       98.8
Cash dividends per share................           --      59.6          --          --          --         --

</TABLE>

------------------------------------
(1)    During 1998, the drachma appreciated against the U.S. dollar, which
       resulted in a foreign exchange loss on a forward contract for which no
       tax benefit has been recognized due to the uncertainty of the ultimate
       ability to realize such tax benefit. See Item 5.--Operating and Financial
       Review and Prospects--Quantitative and Qualitative Disclosures About
       Market Risk."
(2)    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 GRD 12,741 million (see note 25 of
       the notes to the financial statements).
(3)    During 2000, the conditions of SFAS 53 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.
(4)    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 GRD 197 million. ($ 0.5 million).
(5)    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.
(6)    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).
(7)    EBITDA represents earnings before interest expense (net), income
       taxes, depreciation and amortization, and amortization of programming
       costs, minority interests and non-operating income (expenses). Management
       believes that EBITDA is also a useful measure of operating performance.
       EBITDA does not represent cash flow from operations as defined by U.S.
       GAAP, is not necessarily indicative of cash flow available to fund all
       cash flow needs and should not be considered as an alternative to net
       income under U.S. GAAP for purposes of evaluating our results of
       operations.
(8)    EBITD represents earnings before interest expense (net), income taxes
       and depreciation and amortization, minority interests and non-operating
       income (expenses). It is calculated after amortization of programming
       costs. Management believes that EBITD is a useful measure of operating
       performance because it is industry practice to evaluate operations based
       on operating income before interest and depreciation, which is generally
       equivalent to EBITD and EBITD is unaffected by the debt and equity
       structure of a company. EBITD does not represent cash flow from
       operations as defined by U.S. GAAP, is not necessarily indicative of cash
       available to fund all cash flow needs and should not be considered as an
       alternative to net income under U.S. GAAP for purposes of evaluating our
       results of operations.

                                       3
<PAGE>

EXCHANGE RATE INFORMATION

     The table below presents, for the periods indicated, the high and low
exchange rates based, for the years 1997 to 2000, on the noon buying rate in the
City of New York between the Greek drachmae and the U.S. dollar as certified by
the Federal Reserve Bank of New York, expressed as drachmae per dollar. For
2001, the translation is based on the noon buying rate in the City of New York
between the Euro and U.S. dollar, then translated based on the legal rate of
exchange from Euro to drachmae of Euro 1.00=GRD 340.75.


<TABLE>
<CAPTION>

                                                            YEAR ENDED DECEMBER 31,
                                                            -----------------------
                                                   1997      1998      1999      2000     2001
                                                   ----      ----      ----      ----     ----
<S>                                                <C>       <C>       <C>       <C>      <C>
U.S. Dollar
     High..................................      293.60    323.13    327.90    410.30    407.09
     Low...................................      244.60    276.60    282.25    320.10    357.38
     Average(1)............................      274.47    295.70    308.46    367.01    382.49
     Rate at end of period.................      284.02    279.90    327.90    362.95    382.83

</TABLE>

------------------------------------

(1)  The average of the noon buying rate on the last business day of each month
     during the applicable period.

     On March 27, 2002, 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 $0.8726.

     Fluctuations in the exchange rate between the Euro and the U.S. dollar will
affect the market price of the ADSs on the Nasdaq and the London Stock Exchange.
Any fluctuations will also affect the U.S. dollar amounts received by owners of
ADSs on conversion by the Depositary of cash dividends, if any, paid in Euros on
the underlying shares.

B.   CAPITALIZATION AND INDEBTEDNESS

     Not applicable.

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

                                       4
<PAGE>

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. There has been a decrease in advertising
expenditures relative to comparable periods in prior years beginning in the
fourth quarter of 2000 and, for 2002, we expect slightly negative or flat growth
in advertising expenditures. 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. Additionally, Greece has
experienced high annual rates of inflation in the past. Although the rate of
inflation has lessened in recent years, we cannot assure you that these lower
levels of inflation will continue nor can we assure you that inflation will not
adversely affect our business.

or 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.

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;

                                       5
<PAGE>

     o   expect to compete in the future with other distribution channels for
         television programming such as cable and direct broadcast satellite;
         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."

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 2001
represented 71.8% of total net revenue, is usually lowest in the third quarter
and highest in the fourth quarter. During 2001, 22.4% of our television
advertising revenue was generated in the first quarter, 35% was generated in the
second quarter, 12.7% was generated in the third quarter and 30% in the fourth
quarter. Consequently, our business depends substantially on advertising revenue
generated in the first, second and fourth quarters which represented 87.3% of
our total television advertising revenue in 2001. Unsatisfactory revenue during
these periods, particularly the fourth quarter, could harm our business. As a
result of general market conditions and the September 11, 2001 terrorist attacks
in the United States, our advertising revenue was down in the fourth quarter of
2001 relative to the fourth quarter of 2000. 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

                                       6
<PAGE>

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, WE COULD UNDERESTIMATE
OUR REPORTING OF COSTS

     Effective January 1, 2001 the Company adopted AICPA statement of position
No. 00-2, accounting by producers or distributors of films (SOP 00-2), which
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
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. As
a result of the adoption of this standard in the first quarter of 2001, we
recorded a one-time after tax charge for the initial adoption of the standard of
GRD 197 million ($0.5 million). This charge has been recorded as a cumulative
effect of a change in accounting principle in the consolidated statement of
operations for the year ended December 31, 2001. For a further discussion of SOP
00-2, see "Item 5.--Operating and Financial Review and Prospects."

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

     Following the introduction of the Euro on January 1, 2002, 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
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

                                       7
<PAGE>

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.

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;

     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 NEW AND UNDERDEVELOPED

     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;

                                       8
<PAGE>

     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.


TO FUND OUR NEW MEDIA ACTIVITIES, WE EXPECT TO INCUR LOSSES

     As we expand further the use of digital satellite television and the
Internet as distribution channels for our programming and publishing content, we
expect to continue to incur losses from these operations over the short- and
intermediate-term. We cannot assure you when, or to what extent, these
operations will become profitable. Our success in achieving profitability in
these new media is largely dependent upon effectively carrying out our digital
satellite television and Internet strategy. If we are unable to achieve
profitability, it may harm our business.

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

     In October 2001, we acquired a 5% interest in NetMed N.V., the pay
television platform of MIH Limited in Greece and Cyprus. In addition, we have
the option to increase our stake to 15% within two years, following the closing.
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.
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.

THE ACCEPTANCE OF THE INTERNET AS A MEANS OF DELIVERY OF CONTENT REMAINS HIGHLY
UNCERTAIN

     We have commenced Internet activities and we plan, over the medium-term, to
expand our position in the Internet marketplace in Greece. The success of this
element of our strategy will depend upon the expansion of the Internet,
generally and in Greece, as a platform for communication and commerce. If the
Internet does not continue to become a widespread communications medium and
commercial marketplace, the demand for the delivery of our content via the
Internet and other Internet-related services could be significantly reduced, and
any future Internet-based features may not be commercially successful.
Conversely, the Internet infrastructure may not be able to support the demands
placed on it by continued growth. The Internet could lose its viability due to
delays in the development or adoption of new equipment, standards and protocols
to handle increased levels of Internet activity, security, reliability, cost,
ease of use, accessibility and quality of service.

                                       9
<PAGE>

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:

     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. Similarly, no radio stations in
Greece have formally received licenses. We believe that:

     o    we have all approvals necessary for our 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, 2001, we had outstanding total debt of approximately GRD
87,920 million ($229.7 million) and total shareholders' equity of approximately
GRD 22,178 million ($57.9 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.

                                       10
<PAGE>

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

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.

                                       11
<PAGE>

RISKS RELATED TO THE OWNERSHIP OF OUR SHARES

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

     Five shareholders, including our founder and three shareholders controlled
by members of his family, collectively own approximately 80 % 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.

IF OUR FOUNDER OR MEMBERS OF HIS FAMILY WERE TO SELL SHARES IN THE FUTURE, SUCH
SALES COULD DEPRESS OUR SHARE PRICE

     Sales of a substantial number of our shares in the public market could
cause the market price of our shares to drop. Although to date, these
shareholders have not sold any of their shares, the shares held by these four
shareholders could be sold subject to the volume and manner of sale limitations
of Rule 144 under the Securities Act or by means of registered public offerings.

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:

          o     our ADSs, or to the shares underlying our ADSs held by The Bank
                of New York (or the Depositary), so long as they are held by the
                Depositary and the Depositary holds not more than 25% of our
                share capital; or

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<PAGE>

          o     shares held by open-ended mutual funds qualifying as
                Undertakings for Collective 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.

YOUR ABILITY TO DEPOSIT SHARES WITH THE DEPOSITARY UNDER OUR ADS FACILITY MAY BE
LIMITED BY THE MEDIA LAW

     In order to take advantage of the exemption under the Media Law described
in the preceding risk factor, the Depositary may not hold more than 25% of our
share capital. If you seek to deposit shares with the Depositary in return for
ADSs, and, as a result of your deposit, the Depositary were to hold more than
25% of our share capital, the Depositary may refuse to accept your deposit and
issue ADSs in return for your shares.

PREEMPTIVE RIGHTS MAY NOT BE AVAILABLE TO U.S. HOLDERS OF SHARES OR ADSS

     Under Greek law and our Charter, before any new shares are issued, we must
offer holders of our existing shares preemptive rights to subscribe and pay for
a sufficient number of shares to maintain their existing ownership percentages.
U.S. holders of shares or ADSs may not be able to receive (and trade) or
exercise preemptive rights for new shares or for shares underlying ADSs unless a
registration statement under Securities Act is effective relating to such rights
or an exemption from the registration requirements of the Securities Act is
available.

     Our decision to file a registration statement relating to these shares or
ADSs will depend on the costs and potential liabilities resulting from any such
registration statement, as well as the perceived benefits of enabling U.S.
holders of shares and ADSs to exercise their preemptive rights and any other
factors we may consider appropriate at the time. If U.S. holders of shares or
ADSs are not able to receive (and trade) or exercise preemptive rights granted
in respect of their shares or the shares represented by their ADSs in any rights
offering by us, they may not receive the economic benefit of such rights. In
addition, their proportional ownership interests in Antenna will be diluted.

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
+30-10-688-6100. 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.

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<PAGE>

     We are a leading media group in Greece. We own and operate Antenna TV,
which is the 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 have begun to use digital satellite television and the
Internet as further distribution channels for our programming and publishing
content and our brand. 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, in the fourth quarter of 2001, we acquired a 5%
interest in NetMed N.V., the pay television platform of MIH Limited in Greece
and Cyprus, and have the opportunity to increase our stake to 15% over the two
years following the closing, at fair market value. In addition, we anticipate
that during 2002, we will 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 ratings and 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 500 transmission towers and relay stations located
          throughout Greece; and

     o    provides television broadcasting services that reach over 99% of
          Greece's 3.2 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
2001, based on hours of broadcast, we produced approximately:

     o    65 % of our weekly, prime time programming (9:00 p.m.-11:00 p.m.); and

     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. Since 1990, we have been
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. In
August 2000, we acquired interests in two Bulgarian media businesses, including
the leading private television network in Bulgaria and a radio station. Also in
August 2000, we entered into

                                       14
<PAGE>

a consulting agreement with Rythmos FM, effective June 1, 2000, to provide
expertise in production, advertising sales, promotion and financial activities.

     During 2001 we:

     o    acquired a controlling interest in Blues Hall EPE (51%), a music hall;

     o    commenced Internet related services;

     o    became a 75% shareholder in newly established music recording company,
          Heaven Music S.A.;

     o    acquired a 5% interest in NetMed N.V., the pay television platform of
          MIH Limited in Greece and Cyprus, and have the opportunity to increase
          our stake to 15% over the two years following the closing, at fair
          market value; and

     o    became a 100% shareholder in a newly established company, Antenna Pay
          TV Ltd., which owns 100% of Antenna Gold Ltd. (a channel to be
          included on the NetMed platform).

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 such as our cooperation agreement with
          Makedonia TV.

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, investments in film distribution and our
          investment in a theatre production company; and

                                       15
<PAGE>

     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 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.

     Over the next several years, we plan to launch or acquire additional
magazine titles to complement the 12 magazine titles published by Daphne. We
expect that many of these will cover subject matter tied to our proposed
Internet portals and 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.

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 also intend to consolidate and expand our position as the leading Greek
language content provider in order to enhance the usage of the Internet in
Greece and become a major participant in the Greek Internet market. Furthermore,
we will seek to deliver the content produced across the group -- in television,
radio and publishing -- and provide the access to our content through a variety
of Internet access platforms, including personal computers, cellular telephones
and digital television.

     We are leveraging our relationships with strategic partners such as
Cosmote, Stet Hellas and Vodafon/Panafon, each a Greek cellular telephone
service provider, to make our content available to all Greek cellular telephone
subscribers. Over the next two to three years, we intend to establish a
broad-based portal to provide news, entertainment, city guides and search
engines, as well as sites for auctions, shopping malls and other vertical
thematic areas. We have already established and operate our corporate site, as
well as the portal for BIG BROTHER 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
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, series and sporting events on video and sales
of merchandise bearing our logo.

     In the third quarter of 2001, we became a 75% 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.

                                       16
<PAGE>

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, 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. Over the next two years, 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 two Bulgarian media
businesses: Nova Television, a private television network in Bulgaria, and a
radio station, Radio Express.

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. Six other private commercial national
networks and a number of regional stations covering different geographical areas
of Greece are currently operational. The six other national networks are:

     o    Mega Channel (launched in November 1989);

     o    Tempo (formerly New Channel) (launched in April 1990);

     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 2001, the ten national television
broadcasters ranked by AGB Hellas (or AGB), a subsidiary of AGB Group
International, an Italian company, accounted for approximately 90.2 % 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 terrestrial subscription television services
through a contractual arrangement with ERT. In October 1999, this arrangement
was extended until the licenses for the provision of terrestrial subscription
television services are granted in accordance with a new subscription television
broadcast law. NetMed Hellas submitted an application for such a license on
February 1, 2000. In December 1999, NetMed Hellas also launched a digital
satellite subscription service in Greece, named Nova. In October 2001, we
acquired a 5% interest in NetMed N.V. and, we anticipate that during 2002, we
will become a primary pay television provider to the NetMed platform.

                                       17
<PAGE>

     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 3.2 million
television households in Greece. Daily viewing time in Greece has increased
significantly since the introduction of private commercial television
broadcasting in 1989. In 2001, Greek daily viewing time was 220 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 11.8 % average annual real growth
since 1989, approximately 8.6 % since 1997, reaching approximately GRD 101.4
billion ($264.9 million) in 2001. 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.

     Beginning in the fourth quarter of 2000, there has been a decrease in
advertising expenditures relative to comparable periods in prior years. For
2002, we expect slightly negative or flat growth in advertising expenditures.
However, 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 regulatory regimes governing the advertising of
          over-the-counter drugs; and

     o    the 2004 Athens Olympic Games.

     Television advertising in Greece accounts for a significant proportion of
total display advertising (GRD 163.5 billion ($427.1 million) in 2001). We
estimate that the proportion of net Greek advertising, other than outdoor
advertising, which we believe is immaterial, represented by television
advertising in 2001 was approximately 62%, as compared to approximately 43% in
1989. In contrast, for 2001 we estimate that the proportion of Greek advertising
represented by magazine advertisements was approximately 19%, newspaper
advertisements was approximately 12% and advertisements aired over radio was
approximately 7%. Regulatory changes that took effect at the beginning of 1996
caused television broadcasters to cease offering free advertising. These
regulatory changes did not affect other media. See "--Television
Advertising-Advertising Share." Consequently, the reported 1997 and 1998
advertising figures for television advertising, on the one hand, and other
media, on the other, are not fully comparable. 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:

                                       18
<PAGE>

     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:

     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

     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 coincident with the outbreak of the Gulf
          War; and

     o    produce our own daily soap operas.

     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.

                                       19
<PAGE>

     The table below presents a breakdown of our own programming and of acquired
programming for 2000 and 2001 aired between 7:00 a.m. and 1:00 a.m.:

<TABLE>
<CAPTION>
                                                                          2000                      2001
                                                                 ----------------------    -----------------------
                                                                  YEARLY                    YEARLY
                                                                   HOURS                     HOURS
                                                                 BROADCAST   PERCENTAGE    BROADCAST    PERCENTAGE
                                                                 ---------   ----------    ---------    ----------
<S>                                                               <C>         <C>            <C>         <C>
OWN PROGRAMMING:
TYPE OF PROGRAM
News.......................................................         903         15.6%         877          16,2%
Talk shows and current affairs.............................       1,323         22.9          946          17,5
Greek prime time dramas, situation comedies and soap operas       1,132         19.6        1,289          23,8
Sports programs and live sporting events...................          87          1.5           68           1,3
Variety shows..............................................         700         12.1          869          16,1
Game shows.................................................         116          2.0           71           1,3
Other......................................................         170          3.0          292           5.4
                                                                    ---          ---          ---           ---
     Total own programming.................................       4,431         76.7%       4,412          81.6%
                                                                  -----         ----        -----          ----
ACQUIRED PROGRAMMING:
TYPE OF PROGRAM
Foreign series.............................................         429          7.4%         262           4,8%
Children's programming.....................................         276          4.8          260           4,8
Foreign movies.............................................         243          4.2          254           4,7
Other......................................................           9          0.2           13           0,2
Greek movies...............................................         388          6.7          206           3.8
                                                                    ---          ---          ---           ---

     Total acquired programming............................       1,345         23.3%         995          18.4%
                                                                  -----         ----          ---          ----

         Total.............................................       5,776        100.0%       5,407         100.0%
                                                                  =====        =====        =====         =====
</TABLE>

     During the past few years, we have invested significantly in the
development of our programming library. The programming library represents
approximately 43,564 hours of owned programming and approximately 125,000 hours
of acquired programming (primarily from our exclusive 6 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, 2001, 60% 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 and game shows. In 2001, 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.

     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

                                       20
<PAGE>

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. Since 1990, we have been 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 centralizing 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.

     We are a member of the European Association of Private Television (ACT), a
European Union lobbying organization representing Europe's leading private
television networks. We are also a founding member and the only Greek partner of
ENEX, an organization established for the gathering and exchange of news among
Europe's leading private television networks. ENEX, whose members include ITV
(UK), TF1 (France), RTL/CLT (Luxembourg), SAT1 (Germany), Telecinco (Spain) and
Fininvest (Italy), is the private commercial counterpart to the European
Broadcast Union, which performs similar news-gathering and exchange functions
for state-owned networks in Europe. Membership helps us contain the cost of news
production. We have two satellite newsgathering vans. We intend to strengthen
existing arrangements with leading networks such as CBS, CNN, APTN, Reuters and
other international media companies.

     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.

                                       21
<PAGE>

Current affairs programs include two week night talks shows, ME TA MATIA TIS
ELLIS (WITH ELLI'S EYES), and KOKKINO PANI (RED CLOTHES) both of which focus 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.
These talk shows are hosted by two well-known TV journalists.

     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 and is the highest rated show during its scheduling slot.

     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) and THE SEFERLY HILLS SHOW, which are satires of current events
popular among young adults. We also produce a weekly entertainment show, MPAM
(BOOM), the show's host organizes and executes practical jokes on famous
personalities. 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.

     SPORTS PROGRAMS AND LIVE SPORTING EVENTS. We air a variety of sporting
events, such as basketball games and track and field events. During 2002, we
have the rights to broadcast seven events of the Golden League, a worldwide
track and field competition under the auspices of the International Amateur
Athletic Federation (IAAF). We also have the exclusive rights, until August
2002, to broadcast the games of the Greek Basketball Cup plus the home games of
the Greek men's national basketball team (14 games).

     GAME SHOWS. We air THISAUROFILAKIO (THE VAULT), a daily international game
show. 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 profitable 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 Greek 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.

                                       22
<PAGE>

ACQUIRED PROGRAMMING

     We purchase programming, consisting principally of content produced in the
United States, from approximately 54 suppliers, including MGM/UA, Paramount,
Fox, Columbia TriStar, Warner Brothers, ABC, NBC and CBS. Our acquired
programming includes Greek and foreign feature films, television series,
children's programming, game show formats and CBS news broadcasts.

     In March 2001, we entered into an agreement with Endemol Entertainment
International BV to broadcast BIG BROTHER in Greece and Cyprus. The broadcasting
of BIG BROTHER in Greece and Cyprus commenced on September 10, 2001 and ended on
December 31, 2001and each broadcast had a consistently high audience share. The
agreement also provides for related television, merchandising and e-commerce
rights. Subsequent to year-end, we entered into a second agreement with Endemol
to air BIG BROTHER 2. Broadcasts of BIG BROTHER 2 commenced on March 2, 2002 and
run until June 30, 2002.

     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.-5:00 p.m.);

     o    weekday evenings (5:00 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 2001 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
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>

         TIME                          NAME                                      PROGRAM TYPE
<S>                      <C>                               <C>
1:15 p.m. - 2:00 p.m.                                      Reruns of Greek situation comedies
2:00 p.m. - 2:50 p.m.    NEWS                              National and international news, special reports, sports
                                                           and weather
2:50 p.m. - 3:00 p.m.    HRIMA & HRIMATISTIRIO             Stock market news
3:00 p.m. - 4:00 p.m.                                      Reruns of Greek situation comedies
4:00 p.m. - 4:05 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex
4:05 p.m. - 4:55 p.m.                                      Reruns of Greek Situation comedies
4:55 p.m. - 5:00 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex
5:00 p.m. - 5:45p.m.     KALIMERA ZOE (NEW LIFE)           Daily Greek soap opera
5:45 p.m. - 6:00 p.m.    NEWS                              Headlines
6:00 p.m. - 6:45 p.m.    Thisavrofilakio (THE VAULT)       An internationally popular TV game show
6:45 p.m. - 7:30 p.m.    LAMPSI (REACHING FOR THE LIGHT)   Daily Greek soap opera
7:30 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.-12:10 a.m.    NEWS                              National and international news, special reports, sports
                                                           and weather
12:10 a.m.-12:15 a.m.    HRIMA & HRIMATISTIRIO             Stock market news
12:15 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 EXTREME DINOSAURS, DRAGON BALL, LOONEY TUNES and action series
such as POWER RANGERS, BEETLEBORGS and ANIMORPHS. 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.

                                       24
<PAGE>

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 revenue by broadcasting
different advertisements in northern Greece. In October 1998, at the time of the
Greek municipal elections, we increased the level of simultaneous advertising.
We now have 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 ten
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 2001, the AGB sample size is 1200
households (an estimated 3500 individuals), a sample size considered to be
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 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                       1997     1998    1999     2000     2001     1997    1998     1999     2000     2001
-------                       ----     ----    ----     ----     ----     ----    ----     ----     ----     ----
<S>                           <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
Antenna.............          22.9%    23.8%   23.0%    21.8%    22.9 %   22.4%   24.1%    26.5%    23.1%    24.7%
Mega Channel........          21.0     20.9    20.5     21.2     21.3     24.9    26.3     23.5     23.0     23.0
ET1 and NET.........           8.2     10.0     9.5     10.6      9.5      9.6    11.1      9.9     11.4     10.6
Alpha...............          15.9     14.5    16.7     15.8     14.6     16.1    14.2     14.3     13.1     12.7
Star Channel........          14.3     13.7    13.7     13.7     12.7     13.3    12.1     12.9     14.2     11.4
Other(1)............          17.7     17.1    16.6     16.9     19.0     13.7    12.2     13.0     15.2     17.6
                              ----     ----    ----     ----     ----     ----    ----     ----     ----     ----
Total                        100.0%   100.0%  100.0%   100.0%   100.0%   100.0%  100.0%   100.0%   100.0%   100.0%
                             =====    =====   =====    =====    =====    =====   =====    =====    =====    =====
</TABLE>
--------------------------
(1)  Includes VCRs, satellite, Tempo, Makedonia TV, ET3 and Alter.

                                       25
<PAGE>

     The table below presents 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:

<TABLE>
<CAPTION>
                                          AVERAGE RATINGS                      AVERAGE RATING FOR PRIME TIME
                              ---------------------------------------     ---------------------------------------
NETWORK                       1997    1998     1999     2000     2001     1997    1998     1999     2000     2001
-------                       ----    ----     ----     ----     ----     ----    ----     ----     ----     ----
<S>                           <C>     <C>      <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
Antenna                       3.4%     3.6%    3.6%     3.3%     3.5%     7.5%     8.3%    9.1%     7.2%     8.1%
Mega Channel......            3.1      3.2     3.2      3.2      3.3      8.3      9.1     8.1%     7.2      7.5
ET1 and NET.......            1.3      1.5     1.5      1.5      1.4      3.2      3.9     3.4%     3.6      3.5
Alpha                         2.3      2.2     2.6      2.4      2.2      5.4      4.9     4.9%     4.1      4.1
Star Channel......            2.1      2.1     2.2      2.0      1.9      4.5      4.2     4.4%     4.5      3.7
</TABLE>

TELEVISION ADVERTISING

GENERAL

     Substantially all of our revenue is derived from the sale of national
advertising. During 2001, approximately 61.4 % 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 190 separate
advertising rates ranging from GRD 1,200 ($3.1) to GRD 300,000 ($783.6) 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 2001, approximately 90.3% 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
2001, our top 10 advertisers accounted for approximately 25.3% of our gross
advertising revenue. In the same year, our top 50 advertisers accounted for
approximately 61.8% of our gross advertising revenue. No single advertiser
accounted for 9.7 % or more of our 2001 gross advertising revenue. The table
below presents the percentages of our advertising revenue generated by
particular sectors during 1999, 2000 and 2001:

             SECTOR                         1999         2000          2001
--------------------------------------      ----         ----          ----
Food and drink.........................     22.7%        21.5%         23.7%
Personal care and household............     13.2         14.2          14.2
Automobiles............................      8.8         11.0           9.9
Alcoholic beverages....................      7.4          7.2           6.2
Cosmetics..............................      4.9          5.8           5.5
Government.............................      7.5          6.0           5.2
Electronics............................      4.3          5.1           4.8
Services...............................      0.7          0.9           0.6
Toys...................................      1.1          1.6           1.4
Paper products.........................      1.3          0.4           0.3
Other..................................     28.1         26.3          28.2
                                            ----         ----          ----
     Total.............................    100.0%       100.0%        100.0%
                                           =====        =====         =====

                                       26
<PAGE>

     Unilever, Procter & Gamble, Fage (a Greek dairy company), United Distillers
& Vinters, Delta (a Greek dairy company), Germanos (an electronic importer and
retailer), Nestle, Cosmote, Coca Cola Hellas and Panafon/Vodafon were our top 10
largest advertisers in 2001, accounting collectively for approximately 25.3 % of
our gross advertising revenue during 2001.

     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 1999, 2000 and 2001, 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                         1999       2000      2001      1999       2000      2001
                     ---------                         ----       ----      ----      ----       ----      ----
<S>                                                    <C>        <C>       <C>       <C>        <C>       <C>
Prime time (9:00 p.m. to 11:00 p.m.).............      81.4%      89.6%     85.0%     96.8%      99.0%     99.9%
7:00 a.m. to 1:00 a.m............................      62.5       67.3      69.0      80.6       84.4      87.8
Total available advertising time.................      50.6       54.2      57.1      74.8       79.9      82.7
</TABLE>

     We currently use our own 40-persons sales force to sell advertising time.
Recently, we strengthened our advertising sales team with the addition of five
new members, including a new head of sales and marketing who 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 2001, barter sales
represented 0.3% 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.

                                       27
<PAGE>

     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.

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 1997 through to 2001:

                                          ADVERTISING REVENUE(1)
                                          ----------------------
                               1997       1998      1999       2000       2001
                               ----       ----      ----       ----       ----
Antenna.....................   36.8%      38.0%     36.5%      34.8%       35.5%
Mega Channel................   36.0       36.0      35.7       34.0        33.6
ET1 and NET.................    3.5        4.5       3.5        5.4         3.8
Alpha.......................    5.9        5.5       9.0        9.4         9.9
Star Channel................   16.1       14.0      13.1       14.1        13.3
Other.......................    1.7        2.0       2.2        2.3         3.9
                              -----      -----     -----      -----       -----
     Total..................  100.0%     100.0%    100.0%     100.0%      100.0%

-------------------
(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 2001) 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 43,564 hours of
our own programming, including approximately 12,476 hours of news and
approximately 31,088 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 125,000 hours of acquired programming
(primarily from our exclusive 6 year contract with Twentieth Century Fox
Television Limited) which we have the rights to air in Greece within specified
time periods. Our acquired programming library currently includes 39,000 hours
of foreign films, 55,000 hours of 60-minute series, 17,000 hours of children's
programming and 14,000 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 3:00 a.m. weekdays and 8:15 a.m. to 3:00 a.m. weekends. We provide
approximately 45% of Antenna Cyprus' programming. See "Item 5.--Operating and
Financial Review and Prospects" and "Item 7B.--Related Party Transactions."

                                       28
<PAGE>

     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. The other 50% is held
by an unrelated third party. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "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. We used a portion of the proceeds of our
initial public offering to acquire from a company affiliated with our Chairman,
Mr. Minos Kyriakou, through 100% indirect share ownership, a 100% interest in
Pacific Broadcast. See "Related Party Transactions." 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. The other 50% interest in the joint
venture is held by an unrelated third party. 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 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 also advanced GRD 3 billion ($7.8 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 within the next year, which term
may be extended, 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 three Bulgarian media companies, including a 100%
interest in Nova Television, a 100% interest in Multimex and a 100% interest in
a Bulgarian radio station (the final 1% of which was acquired in the third
quarter of 2001). 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 the second quarter of 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. We continue to expect that either the Bulgarian government will reissue
the license to Nova Television in compliance with appropriate procedures or that
a new competition for this license will be undertaken and that Nova Television
will participate in that competition. In the interim, Nova Television will
continue to operate as a regional television station with 60% area coverage with
downward adjustments in its cost structure.

                                       29
<PAGE>

     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 (97.1 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, 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 news gathering and dissemination efforts. See "Item 7B.--Related Party
Transactions."

     We estimate that, of the 15 radio stations monitored by Media Services in
2001, Antenna Radio had the third highest gross advertising share for that year.
Antenna Radio's share was 13%, as compared to 17.4% 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 an 9.8% share, the second highest rating in
2001, compared to a 14.3% 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, 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. We receive fees equal to 55% of the gross revenues of Rythmos FM
generated during a ten year period commencing June 1, 2000 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.

                                       30
<PAGE>

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 the Internet as distribution channels for our content.

DIGITAL SATELLITE TELEVISION

     In October 2001, we acquired a 5% interest in NetMed, the pay television
platform of MIH Limited in Greece and Cyprus, for approximately $12.3 million
and have the option to increase our stake to 15% within the two years following
the closing, at fair market value the date that the option is exercised. In
addition, we anticipate that during 2002, we will become a primary pay
television program provider to the NetMed platform. In connection with our
investment in NetMed, we entered into a channel distribution agreement with
MultiChoice Hellas, a subsidiary of NetMed. The channel distribution agreement
with NetMed entitles us to receive a fee in respect of each subscriber, as
defined in the agreement. Our management believes this investment will provide
us with three important benefits. 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 have agreed to license
to NetMed in Greece and Cyprus certain television channels via pay television
systems for a period of 5 years. Initially, we will license a twenty four hour
television channel called "Antenna Gold". We anticipate that Antenna Gold will
be launched during 2002. The provision of Antenna Gold is conditioned on
MultiChoice Hellas obtaining such consents, clearances and licenses as are
necessary in order to distribute the channel in Greece and Cyprus. We will
receive a fee in respect of each subscriber, as defined in the channel
distribution agreement. We will also be entitled to 100% of all revenue derived
from the sale of advertising and sponsorships on Antenna Gold.

     In October 2001, we concluded an agreement with MutliChoice Hellas under
which we assigned the right to distribute BIG BROTHER to MultiChoice Hellas
through a channel on the Nova bouquet. The right expired on December 31, 2001.
We will receive a fee per new digital subscriber 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

     We have 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, we provide
infotainment services, such as news information, sports results and horoscopes,
to Cosmote's subscribers. Our Internet network will deliver content to end-users
via Cosmote's Smart Messaging System. We have also signed a memorandum of
understanding to offer additional content such as news alerts and message
services (with subscriber voting capabilities) concerning Big Brother.

                                       31
<PAGE>

     In January 2001, we 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. We have also entered into an agreement to offer content, such
as news alerts and message services (with subscriber voting capabilities)
concerning Big Brother, to Stet Hellas' mobile phone subscribers using Stet
Hellas' Smart Messaging System.

     In October 2001, we entered into an agreement with Vodafon/Panafon, a
mobile telephone company, to deliver content, such as news alerts and message
services (with subscriber voting capabilities) concerning Big Brother, to their
mobile phone subscribers using Smart Messaging System services.

OTHER SOURCES OF REVENUE

     In addition to our principal sources of revenue, we also generate revenue
from various other sources. These include audiotext and infomercials, which are
promoted during dead time.

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 became a wholly-owned subsidiary on February 7, 2000 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 an agreement with
OTE, whereby OTE charges telephone callers a fee on behalf of Audiotex and
handles Audiotex's network operation and billing system.

     We own a 51% interest in Audiotex which we acquired from Holnest
Investments Limited, a Cypriot company controlled by our Chairman, Mr. Minos
Kyriakou, and the remaining 49% interest in Audiotex from Legion International
on February 7, 2000. See "Item 7B.--Related Party Transactions."

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, a company which was indirectly owned by members
of the Kyriakou family, provides courses of study for journalists, sound
technicians, cameramen, public relations personnel, sales and marketing
personnel and costume and clothing designers. Journalists, sound technicians and
cameramen follow a two-year course of study, public relations personnel follow a
one-year course of study and costume and clothing designers can pursue a
two-year program. The training center has arrangements with several institutions
of higher education

                                       32
<PAGE>

outside of Greece, including the London School of Journalism and the University
of Indianapolis, permitting students to continue their studies toward a
bachelor's degree.

     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.

OTHER COMPLEMENTARY BUSINESSES

     We generate revenue from other complementary businesses. We:

     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 a home shopping
          company to advertise home shopping products, in return for a varying
          percentage of the revenues derived from the sale of such products; and

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

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

     o    derive revenue from ticket sales from our newly acquired music hall.

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), Tempo (formerly New
Channel), Makedonia TV, Alter 5 (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, 2001, 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.................................         99               24
     ET3.................................         90               17
Private
     Antenna.............................        100               24
     Mega Channel........................        100               24
     Alpha...............................         92               24
     Star Channel........................         97               24

Source: Media Services and European Market and Media Facts.

     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

                                       33
<PAGE>

is retransmitted throughout Greece. The principal source of revenue for ERT's
three television stations is a national television fee (GRD 1,000 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 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 the Greek Basketball Championship, the two most popular sports
in the country. NetMed currently broadcasts each week two live matches from the
Greek Soccer Championship. NetMed Hellas has a contract with the Greek
Basketball League under which it will televise exclusive and live two live
matches and two delayed matches each week. In the fourth quarter of 2001, we
acquired a 5% interest in NetMed N.V.

     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. Satellite and cable television services may be provided by
the Hellenic Telecommunications Organization in partnership with a third-party
service provider. 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

                                       34
<PAGE>

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 us and our competitors.

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.

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.

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. These procedures have not yet been implemented;

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

                                       35
<PAGE>

     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. We filed our application in 1998
          before the specified deadline; and

     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.

     The Media Law currently contemplates the grant, upon renewal, of a license
having a four-year term that may be renewed for further four-year periods.
Licenses would be granted, renewed and revoked by the Greek Ministry of Press
and Mass Media, based on recommendations of the National Council for Radio &
Television (or NCRT). Under the Media Law, upon expiration, licenses would be
automatically extended until the time the renewal application is formally
accepted or rejected. 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 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

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<PAGE>

          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

     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.

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<PAGE>

     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.

     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:

     o    our ADSs, or to the shares underlying our ADSs held by the Depositary,
          so long as they are held by the Depositary and the Depositary holds
          not more than 25% of our share capital; or

     o    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 which are attributable to any shares
acquired which exceed such thresholds.

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<PAGE>

     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.

     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.

     Licenses will be granted under the Subscription Broadcast Law for periods
ranging from five to fifteen years. Licenses will be granted by the Ministry of
Press and Mass Media, and the duration of a license is within its discretion,
based on its review of financial data and the investment plan of the proposed
license holder. In addition, notice of a transfer of a license holder must be
given to the Ministry of Press and Mass Media for approval unless the transferee
is a listed company, in which case notification is required only if the transfer
involves greater than 2.5% of the capital of a license holder. To date, one
subscription broadcast license has been granted to NetHold and ERT, a government
operated channel, has the right to obtain a further license.

     A license holder must pay GRD 15 million 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

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<PAGE>

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 GRD 150 million per 24 hours of total broadcast time per day (up to a
maximum of GRD 1.5 billion).

     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 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.

     The provisions of the Media Law concerning licensing apply to radio
broadcasters. As is the case for various television broadcasters, including
ourselves, Antenna Radio has filed its application for a license under the Media
Law. We submitted updated information in support of this application in January
1999. To

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<PAGE>

date, no radio stations in Greece have formally received licenses. We believe
that Antenna Radio has all approvals necessary for its operations and satisfies
all requirements for the continuing renewal of its licenses, and that it is in
compliance in all material respects with all applicable laws, rules and
regulations governing its operations.

     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 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.

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<PAGE>

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 27, 2002, the following are were 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%

     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    Blues Hall EPE (Ltd) (Greece) 51%

     o    Antenna Internet S.A. (Greece) 99.99%

     o    Heaven Music S.A (Greece) 75%

     o    Antenna Pay TV Limited (Cyprus) 100%

     o    Antenna Gold Limited (Cyprus) 100%

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<PAGE>

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, where
we intend to 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.

     During 2001, we commenced preparation of the construction plan for our new
offices and production facilities. We expect construction of our new offices and
production facilities to commence in 2002 and to be completed by the end of
2004.

     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 350 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 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.

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GENERAL

     We derive a substantial portion of our revenue from the sale of television
advertising time. Total advertising revenue made up 71.8% of total net revenue
in 2001. In 1999, we began reporting revenue from publishing due to our
acquisition of our interest in Daphne Communications S.A. (or Daphne), which for
the year ended December 31, 2001 represented 12.9% of total net revenue. Other
and related party revenue represented 15.3% of total net revenue for the year
ended December 31, 2001.

     Our revenue fluctuates throughout the year, with television advertising
revenue usually at its lowest level during the third fiscal quarter (12.7% of
total net television advertising revenue in 2001), and usually at its highest
level during the fourth fiscal quarter (30% of total net television advertising
revenue in 2001) or the second fiscal quarter (35% of the total net television
advertising revenue in 2001). Due in large part to the overall decrease in
advertising expenditures in the International, European and Greek markets, our
total advertising revenue was down 2.3% in 2001 relative to of 2000. For 2002,
we expect advertising revenue to either decrease slightly or remain flat.

     In November 2000, Nova Television was awarded a 15-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. We continue to expect that either the
Bulgarian government will reissue the license to Nova Television in compliance
with appropriate procedures or that a new competition for this license will be
undertaken and that Nova Television will participate in that competition. In the
interim, Nova Television will continue to operate as a regional television
station with 60% area coverage with downward adjustments in its cost structure.

REVENUE

ADVERTISING

     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. Examples are:

  MULTINATIONAL ADVERTISERS                 NATIONAL ADVERTISERS
  o  Procter & Gamble               o   The Hellenic Telecommunications
                                        Organization (OTE)

  o  Unilever                       o   Stet Hellas, a Greek mobile
                                        telecommunications company

  o  Estee Lauder (Group Sarantis)  o   Cosmote Hellas, a Greek mobile
                                        telecommunications
                                        company
  o  Coca-Cola Hellas
                                    o   Fage and Delta, Greek dairy companies
  o  Vodafon/Panafon, a mobile
     telecommunications company

  o  Colgate-Palmolive

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<PAGE>

     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 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 2001 we sold approximately 99.9% of total
available advertising time during prime time broadcasts and approximately 82.7%
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.

PROGRAMMING

     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 Greece.
See note 31 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 AND OTHER REVENUE

     Since acquiring 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 matter ranging from style and fashion to
parenting, 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.

RECORDED MUSIC REVENUE

     Since establishing Heaven Music in May 2001, we have derived revenue from
the sales of compact discs , DVD's and cassettes that we produce with local
popular artists and authors. For the most part, the content of these recordings
are Greek pop hits.

INTERNET REVENUE (WAP & SMS)

     Internet revenue is derived from the offering of content for mobile-based
value added services to mobile telephone subscribers. We provide infotainment
services, such as news information, sports results

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<PAGE>

and horoscopes. We also offer content for SMS services such as news alerts and
message services (with subscriber voting capabilities) concerning BIG BROTHER.
We also provide Web site updates and Internet based advertising.

COSTS AND EXPENSES

     Cost of sales includes the costs of acquiring foreign programming and Greek
features, together with the cost of gathering, producing and broadcasting news.
Since the acquisition of Daphne, cost of sales also includes 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 generally either are expensed as cost of sales in the
year incurred or capitalized and amortized over a period of three 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.

     Effective January 1, 2001, we follow SOP 00-2 which 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 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. We
adopted this standard in the first quarter of 2001 and we recorded a one-time
after tax charge for the initial adoption of the standard of GRD 197 million
($0.5 million). This charge has been recorded as a cumulative effect of a change
in accounting principle in the consolidated statement of operations for the year
ended December 31, 2001.

     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 few 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

                                       46
<PAGE>

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 March 1999, we raised net proceeds of $86.5 million in our initial
public offering. In May 1999, we used a portion of the net proceeds we received
from our initial public offering to acquire:

     o    a 51% interest in Audiotex for a purchase price of $7.25 million;

     o    a 99.97% interest in Antenna Radio, which owns Antenna FM (97.1 FM), a
          combination news/talk and music radio station serving the greater
          Athens area, for a purchase price of $16.25 million plus the
          assumption of approximately $5.2 million of indebtedness;

     o    a 100% interest in Antenna Spoudastiki Ltd. (or Antenna Spoudastiki),
          which operates a training center for journalists and other media
          personnel for a purchase price of $6.0 million; and

     o    a 100% interest in Pacific Broadcast, which rebroadcasts our
          programming in Australia through a joint venture, for a purchase price
          of $3.5 million.

Each of these companies was previously affiliated with or controlled by members
of the family of Mr. Minos Kyriakou, our Chairman. See note 2 of the notes to
our consolidated financial statements. See also "Item 7B.--Related Party
Transactions."

     We also undertook the following transactions:

     o    in October 1999, we acquired a 51% interest in Daphne for total
          consideration of approximately GRD 1.2 billion ($3.3 million);

     o    in February 2000, we acquired the 49% interest in Audiotex from Legion
          International that we did not already own for total consideration of
          GRD 55 million ($0.1 million) and an increase of the royalty fees to
          Legion International from 7.5% to 12.0% on Audiotex's annual revenue
          for 10 years. Based on the 2000 net revenues of Audiotex, the royalty
          fee paid to Legion International computed at 12% of net revenues was
          GRD 109.8 million ($0.3 million). If computed at 7.5% of net revenues,
          the royalty payment would have been GRD 68.4 million ($0.2 million).
          See "Item 5.--Information on the Company--Business--Other Sources of
          Revenue--Audiotex;"

     o    in February 2000, we advanced GRD 3 billion ($8.3 million) in exchange
          for the right to acquire a controlling interest in Makedonia TV, one
          of the six other Greek commercial TV broadcasters with a nationwide
          license. This right gives us the ability to acquire, when and if such
          acquisition is allowed under applicable law, a 51% interest in
          Makedonia TV from its three shareholders for a total consideration
          equal to the advance payment. We also entered into a cooperation
          agreement to provide a variety of services to Makedonia TV. See "Item
          5.--Information on the Company--Business--Distribution of
          Programming;"

     o    in August 2000, we acquired interests in three Bulgarian media
          companies for total consideration, including related expenses, of $3.7
          million. The acquisition included a 100% interest in Nova Television,
          a 100% interest in Multimex and a 92% interest in Radio Express. In
          November 2000, we acquired an additional 7% interest in Radio Express
          for (EURO)35,000 ($31,153) and, in the third

                                       47
<PAGE>

          quarter 2001, we acquired the remaining 1% interest for Bulgarian Leva
          23,000 ($10,514). See "Item 5.--Information on the
          Company--Business--Distribution of Programming;"

     o    in October 2000, we acquired a 100% interest in Part Time S.A. (now
          Part Time Simvouleftiki S.A.) for total cash consideration of GRD
          883.4 million ($2.4 million). This entity owns a portion of the land
          on which we intend to relocate our offices and production facilities;
          and

     o    during 2000, we purchased in various open market transactions shares
          of Athenian Capital Holdings S.A.(Athenian) for an aggregate purchase
          price of GRD 15,543 million ($40.6 million). Athenian is a diversified
          investment company listed on the Athens Stock Exchange. We currently
          own approximately 14.5% of Athenian's share capital. The value of our
          investment in Athenian has been adversely impacted in line with the
          general decline in prices on the Athens Stock Exchange. At December
          31, 2000, our investment in Athenian was valued at GRD 4,114 million
          ($10.7 million) and at December 31, 2001 our investment in Athenian
          was valued at GRD 2,801 ($7.3 million). On March 5, 2001, we announced
          that, in order to protect the value of this investment, our Chairman,
          Mr. Minos Kyriakou, has agreed to underwrite our investment such that
          in the event that we continue to hold shares in Athenian on December
          31, 2003, and the value of the investment 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 will
          purchase our entire stake in Athenian for an amount equal to such
          purchase price. Furthermore, if we elect at any time prior to December
          31, 2003 to dispose of the investment, and the sale price at that time
          is less than our purchase price, our Chairman will pay us the
          difference between the sale price and our purchase price. In all cases
          our Chairman will pay these amounts plus interest reflecting our
          return on bank deposits.

          We have accounted for this investment as available-for-sale marketable
          securities and at each period we have marked the investment down to
          market value with the unrealized loss, net of tax being recorded in
          comprehensive income (equity). During the year ended December 31,
          2000, we recorded an unrealized loss of GRD 11,429 million ($29.9
          million), which was recorded as a charge net of tax in shareholders'
          equity under other comprehensive income (loss) in accordance with SFAS
          No 115 "ACCOUNTING FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY
          SECURITIES". We have continued to evaluate the investment for "other
          than temporary" declines in value. During the fourth quarter of
          2001,because of the further deterioration of the fair value of this
          investment, we concluded that it was "other than temporary". In
          accordance with the requirements of US GAAP, we recorded a write-down
          in the investment of GRD 12,741 million ($33.3 million) in the
          consolidated statement of operations for the year ended December 31,
          2001 under the caption other expenses, net. The effect on the
          consolidated financial statements in the current year is to record a
          loss in the consolidated statement of operations. However, the
          majority of the loss (GRD 11,429 million ($29.9 million)) was recorded
          in shareholders' equity in the prior year. We could record further
          write-downs of this investment in the event that there are further
          declines in the fair value of this investment.

          The Greek Capital Markets Commission (or the CMC) has investigated
          insider trading violations by Athenian and certain individuals who are
          now former officers of Athenian and has imposed a fine on Athenian and
          such individuals. Athenian has informed us that it believes that it
          has not violated any Greek securities laws and it intends to appeal
          the imposition of the fine. To our knowledge, all such actions, which
          were the subject of the CMC investigation took place prior to our
          investment in Athenian. Our principal shareholders own an additional
          approximately 15% of Athenian. Our Chairman is also Chairman of
          Athenian. We will continue to monitor opportunities to maximize the
          value of this investment. See "Item 7B.--Related Party Transactions."

                                       48
<PAGE>

     o    in January 2001, we acquired a 51% interest in Blues Hall EPE, a music
          hall, for cash consideration of GRD 6.1 million ( $0.02 million). o in
          May 2001, we 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    in the third quarter of 2001, we became a 75% shareholder in a newly
          established music company, Heaven Music S.A., and GRD 15 million
          ($0.04 million) was contributed as an initial investment.

     o    in October 2001, we acquired a 5% interest in NetMed N.V. In addition,
          we have the option to increase our stake to 15% within two years from
          closing at fair market value. In connection with our NetMed
          investment, we became a 100% shareholder in a newly established
          company, Antenna Pay TV Ltd., which in turn owns 100% of Antenna Gold
          Ltd. We anticipate that Antenna Gold will be launched on the NetMed
          platform during 2002.

     o    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 GRD 16 million. VIPS 24 is fully consolidated with
          Antenna Internet. VIPS 24 provides web design services for artists
          (mainly for promotional purposes) and derives advertising revenue from
          banners on web sites.

     Our consolidated financial statements include all of our significant
majority-owned subsidiaries. Affiliated companies in which we do 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 GRD 20 million,
operating budgets, senior management positions, borrowing and amendments to
contractual obligations) are accounted for using the equity method.

                                       49
<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,
                                                             ------------------------------
                                                        1997     1998     1999     2000    2001
                                                        ----     ----     ----     ----    ----
                                                                    (IN PERCENT)
<S>                                                     <C>      <C>      <C>      <C>     <C>
Net Revenue

   Advertising revenue.............................     90.3%   90.6%     88.3%   71.6%    71.8%

   Related party revenue...........................      9.0     8.1       5.0     3.0      3.7

   Publication revenue.............................     --      --         4.6    14.0     12.9

   Other revenue...................................      0.7     1.3       2.1    11.4     11.6
                                                       -----   -----     -----   -----    -----
     Total net revenue.............................    100.0   100.0     100.0   100.0    100.0

Cost of sales......................................     21.0    16.7      20.1    29.4     40.0

Selling, general and administrative expenses.......     14.4    12.5      12.0    13.0     17.7

Amortization of programming costs..................     48.3    38.3      30.4    24.6     27.7

Depreciation and amortization......................      1.9     1.9       2.1     2.6      4.9
                                                       -----   -----     -----   -----    -----
Operating income...................................     14.4    30.6      35.4    30.4      9.7

Interest (expense), net............................     (9.8)   (8.8)     (6.8)   (6.0)   (11.8)

Foreign exchange (losses) net......................     (2.7)  (12.4)     (5.0)   (5.4)    (3.2)

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

Related party commission income....................     --       0.5       1.1     0.1     --

Other income (expense), net........................     --      --         3.9    (0.8)   (24.0)

Minority interest in (profit) loss  of
   unconsolidated subsidiaries.....................     --      --        (0.1)   (0.1)     0.9
                                                       -----   -----     -----   -----    -----
Earnings (loss)  before income taxes...............      1.9     9.9      28.5    18.2    (28.4)

(Provision) benefit  for income taxes..............     (1.0)   (6.5)    (11.5)   (5.4)     9.0

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

Cumulative effect of a change in accounting
   principle                                            --      --        --      --       (0.4)
                                                       -----   -----     -----   -----    -----
Net income (loss) .................................      0.9     3.4      17.0    13.0    (19.6)
                                                       =====   =====     =====   =====    =====
</TABLE>

                                       50
<PAGE>

FISCAL YEAR ENDED DECEMBER 31, 2001
COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2000

     REVENUE. Net revenue decreased GRD 1,396 million ($3.6 million), or 2.5 %,
from GRD 55,265 million ($144.3 million) in 2000 to GRD 53,869 million ($140.7
million) in 2001. This decrease was primarily attributable to a decrease in
revenue from Antenna TV's operations, of which GRD 3,390 million ($8.9 million)
was attributable to the fact that in 2000 a non-recurring license and
distribution fee was recorded as part of other revenue. But for the
non-recurring item in 2000, total net revenue would have increased from the
prior period by GRD 1,994 million ($5.2 million), or 3.8%.

     Advertising revenue, which comprised 71.8% of total net revenues for 2001
(71.6% in the prior period), decreased by GRD 901 million ($2.4 million), or 2.3
%, from GRD 39,591 million ($103.4 million) in 2000 to GRD 38,690 million
($101.0 million) in 2001. This decrease principally reflected a decrease in
advertising revenue of GRD 1,630 million ($4.3 million) from Antenna TV's
operations, primarily due to the overall decrease in advertising expenditures in
the European and Greek markets and as a result of market conditions and the
general uncertainty following the terrorist attacks of September 11, 2001 in the
United States. The decrease also reflected a decrease in advertising revenue
from Antenna FM of GRD 344 million ($0.9 million), partially offset by an
increase in advertising revenue from Daphne of GRD 339 million ($0.9 million)
and from Nova Television of GRD 735 million ($1.9 million), due to consolidation
of the results for Nova Television for 12 months in 2001 as compared to five
months in 2000.

     Related party revenue, increased GRD 318 million ($0.8 million), or 19.2 %,
from GRD 1,653 million ($4.3 million) in 2000 to GRD 1,971 million ($5.1
million) in 2001. The increase was principally attributable to the increased
royalty fees charged to Antenna Cyprus as a result of the GRD 296 million ($0.8
million) fee for the broadcasting rights for BIG BROTHER, and, to a lesser
extent, to the increased license fees charged to Antenna Satellite of GRD 217
million ($0.6 million) resulting from a larger subscriber base and an increased
fee per subscriber.

     Publication revenue, decrease GRD 754 million ($1.9 million), or 9.8%, from
GRD 7,706 million ($20.1 million) in 2000 to GRD 6,952 million ($18.2 million)
in 2001. The decrease was a result of the suspension by Daphne of the
publication of two magazine titles and general market conditions and uncertainty
primarily related to the September 11 terrorist attacks.

     Other revenue, representing revenue from program sales, visa card fees and
commissions, telemarketing, internet revenues, ticket sales, sales of compact
discs, tuition and subscription fees and the provision of technical services and
from infomercials, decreased GRD 59 million ($0.2 million) from GRD 6,315
million ($16.5 million) in 2000 to GRD 6,256 million ($16.3 million) in 2001.
This decrease was primarily attributable to a decrease of other revenue from
Antenna TV's operations of GRD 2,621 ($6.8 million) which was due to the fact
that in 2000 a non-recurring license and distribution fee was recorded which did
not occur in 2001. This decrease was partially offset by an increase of GRD
1,117 million ($2.9 million) of other revenue from Audiotex, which was due to
the successful launch of new products such as ring-tones and BIG BROTHER voting
fees, the addition of GRD 1,160 million ($3 million) of other revenue from
information services provided by the mobile telephone companies primarily
related to BIG BROTHER, the addition of GRD 682 million ($1.8 million) of other
revenue from Heaven Music and the addition of GRD 386 million ($1 million) of
other revenue from theatrical productions at Blues Hall.

     COST OF SALES. Cost of sales increased GRD 5,316 million ($13.8 million),
or 33 %, from GRD 16,254 million ($42.5 million) in 2000 to GRD 21,570 million
($56.3 million) in 2001. This increase was attributable primarily to an increase
of GRD 1,905 million ($5.0 million) of cost of sales from Antenna TV's
operations, primarily reflecting the cost of the rights relating to the airing
of BIG BROTHER and an

                                       51
<PAGE>

increase in the cost of news of GRD 294 million ($0.8 million) as a result of
the cost of covering the war in Afghanistan. This increase was also attributable
to an increase of GRD 1,351 million ($3.5 million) of cost of sales from Nova
Television, due to the inclusion of cost of sales for 12 months in 2001 as
compared to the inclusion for five months in 2000, and, to a lesser extent, the
addition of cost of sales of GRD 601 million ($1.6 million) from Antenna
Internet, of GRD 516 million ($1.3 million) from Heaven Music, of GRD 471
million ($1.2 million) from Blues Hall and an increase of GRD 350 million ($0.9
million) of cost of sales from Audiotex.

     SG&A. Selling General & Administrative expense increased GRD 2,342 million
($6.1 million), or 32.5%, from GRD 7,197 million ($18.8 million) in 2000 to GRD
9,539 million ($24.9 million) in 2001. This increase was attributable primarily
to an increase of SG&A of GRD 783 million ($2.0 million) from Daphne as a result
of an increase in marketing and promotional expenses and an increase in general
provisions for Daphne as a result of the current uncertain economic environment.
The increase was also attributable to an increase of SG&A of GRD 482 million
($1.3 million) from Antenna TV, mainly due to contributions to a pension fund
for journalists we were required to make as a result of the loss of a legal
claim brought by such pension fund with respect to a dispute relating to the
amount of our required contributions, offset by the reduction of various costs
(such as travelling, hospitality, sales promotion and market research) resulting
from our cost cutting program which commenced in the fourth quarter of 2001,
during which Antenna TV's SG&A expense decreased by 7.1% as compared to the same
period in 2000, and, to a lesser extent, to an increase of SG&A of GRD 325
million ($0.8 million) of Antenna Radio, mainly due to assessments in respect of
prior music rights accruals and the addition of SG&A of new businesses such as
Nova Television, Heaven Music, Antenna Internet and Blues Hall.

     AMORTIZATION. Amortization of programming costs increased GRD 1,335 million
($3.5 million), or 9.8%, from GRD 13,572 million ($35.5 million) in 2000 to GRD
14,907 million ($39.0 million) in 2001. This increase was attributable to the
fact that we expensed certain programs for which we do not expect to generate
future revenue. Estimates of future revenues are reviewed periodically and could
be revised accordingly.

     DEPRECIATION. Depreciation increased GRD 1,219 million ($3.2 million), or
85.9%, from GRD 1,419 million ($3.7 million) in 2000 to GRD 2,638 million ($6.9
million) in 2001. This increase was attributable to an increase of depreciation
of GRD 559 million ($1.5 million) from Daphne due to higher capital expenditures
incurred towards the end of 2000 and during 2001, the addition of GRD 251
million ($0.7 million) of depreciation from Nova Bulgaria and the addition of
GRD 234 million ($0.6 million) of depreciation from Antenna Internet for
computer hardware and software.

     OPERATING INCOME. Operating income decreased GRD 11,608 million ($30.3
million), or 69 %, from GRD 16,824 million ($43.9 million) in 2000 to GRD 5,216
million ($13.6 million) in 2001, principally reflecting a decrease in
advertising revenue from Antenna TV's operations due to unfavorable market
conditions. The decrease was also attributable to a decrease of other revenue
from Antenna TV's operations attributable to the fact that in 2000 a
non-recurring license and distribution fee was recorded, an increase in cost of
sales and SG&A due to full consolidation of new businesses and the increase in
amortization cost of Antenna TV.

     INTEREST EXPENSE, NET. Interest expense, net increased GRD 3,045 million
($8.0 million), or 92%, from GRD 3,306 million ($8.6 million) in 2000 to GRD
6,351 million ($16.6 million) in 2001. This increase was due to the addition of
interest expense and amortization of issuance costs of GRD 2,904 million ($7.6
million) associated with our newly issued Euro denominated senior notes due
2008and the appreciation of the US dollar against the drachma in 2001 compared
to 2000, partially offset by a decrease in interest expense of approximately GRD
354 million ($0.9 million) associated with our US dollar denominated senior
notes due 2007, resulting from the partial repurchase in 2001of certain of our
senior notes due 2007.

                                       52
<PAGE>

     FOREIGN EXCHANGE. Foreign exchange losses decreased GRD 1,266 million ($3.3
million) from GRD 2,984 million ($7.8 million) in 2000 to GRD 1,718 million
($4.5 million) in 2001, primarily reflecting the lower US dollar denominated
debt as a result of the partial repurchase in 2001of certain of our US dollar
denominated senior notes due 2007.

     OTHER EXPENSE, NET. Other expense, net, increased GRD 12,483 million ($32.6
million) from a loss of GRD 435 million ($1.1 million) in 2000 to a loss of GRD
12,918 ($33.7 million) in 2001. The increase was primarily attributable to the
write-down of our marketable equity securities of Athenian Capital Holdings of
GRD 12,741 million ($33.3 million), of which GRD 11,429 million ($29.9 million)
has been charged to comprehensive income (loss) in our statement of
shareholders' equity for 2000. As a result of continuous adverse conditions in
the Athens Stock Exchange, in the fourth quarter of 2001, we determined that the
decline in the fair value was "other than temporary".

     MINORITY INTEREST. Minority interest increased by GRD 570 million ($1.5
million) from a loss of GRD 85 million ($0.2 million) in 2000 to a gain of GRD
485 million ($1.3 million) in 2001, principally due to the net loss incurred by
Daphne in 2001 as compared to 2000.

     PROVISION (BENEFIT) FOR INCOME TAXES. Provision for income taxes decreased
GRD 7,835 million ($20.5 million) from an expense of GRD 3,011 million ($7.9
million) in 2000 to a benefit of GRD 4,824 million ($12.6 million) in 2001. The
decrease was principally a result of a tax benefit of GRD 4,778 million ($12.5
million) resulting from the other-than-temporary loss of marketable equity
securities, and, to a lesser extent, due to operating losses of most of the
consolidated entities, partially offset by the valuation allowance taken on the
operating losses of Antenna Internet and Nova Television.

     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 GRD 197 million ($0.5
million) representing a change in accounting policy was recorded in the first
quarter of 2001.

     NET INCOME (LOSS). Net income decreased GRD 17,723 million ($46.3 million)
from an income of GRD 7,176 million ($18.7 million) in 2000 to a loss of GRD
10,547 million ($27.5 million) in 2001. However, excluding the write-down of our
investment in Athenian Capital Holdings, net of tax of GRD 7,963 million ($20.8
million), the net loss would have been GRD 2,584 million ($6.7 million) due
primarily to the operating losses of Nova Television, Daphne, Antenna Internet,
Antenna Radio, Blues Hall and Part Time.

                                       53
<PAGE>

FISCAL YEAR ENDED DECEMBER 31, 2000
COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 1999

     REVENUE. Net revenue increased GRD 15,485 million ($40.5 million), or 39%,
from GRD 39,780 million ($103.9 million) in 1999 to GRD 55,265 million ($144.4
million) in 2000. This increase was attributable primarily to the addition of
GRD 8,767 million ($22.9 million) of revenue from Daphne (primarily representing
publication revenue included for all of 2000, as compared to only two months in
1999), and an underlying increase in revenue of GRD 5,336 million ($13.9
million), GRD 3,390 million ($8.9 million) of which was attributable to a
non-recurring license and distribution fee recorded as part of other revenue. To
a lesser extent, the increase reflected the addition of GRD 823 million ($2.1
million) of revenue from Audiotex and the addition of GRD 627 million ($1.6
million) of revenue from Nova Bulgaria.

     Advertising revenue, which comprised 71.6% of total net revenues for 2000
(88.3% in the prior period), increased GRD 4,465 million ($11.7 million), or
12.7%, from GRD 35,126 million ($91.7 million) in 1999 to GRD 39,591 million
($103.4 million) in 2000, reflecting a 5.6% underlying increase in advertising
revenue due to increases principally in volume. The total increase in
advertising revenue also reflected GRD 2,354 million ($6.1 million) of
advertising revenue from Daphne and the addition of GRD 621 million ($1.6
million) of advertising revenue from Nova Bulgaria. Rebates granted to
advertisers in 2000 totaled GRD 2,748 million ($7.2 million) and in 1999 totaled
GRD 2,851 million ($7.4 million).

     Related party revenue decreased GRD 353 million ($0.9 million), or 17.6%,
from GRD 2,006 million ($5.2 million) in 1999 to GRD 1,653 million ($4.3
million) in 2000. The decrease was attributable principally to the decrease in
programming fees charged to Antenna Satellite.

     Publication revenue increased GRD 5,900 million ($15.4 million) from GRD
1,806 million ($4.7 million) in 1999 to GRD 7,706 million ($20.1 million) in
2000. The increase was attributable to the addition of publication income from
Daphne (for all of 2000).

     Other revenue, representing revenue from program sales, Visa(R) card fees
and commissions, and revenue from the provision of technical services and from
infomercials, increased GRD 5,473 million ($14.3 million) from GRD 842 million
($2.2 million) in 1999 to GRD 6,315 million ($ 16.5 million) in 2000. This
increase was attributable primarily to an increase in underlying other revenues
of GRD 3,884 million ($10.1 million), which was due principally to a
non-recurring fee reflecting the recognition of revenue associated with license
and distribution fees for programming for which the conditions of SFAS 53 were
not previously met. To a lesser extent, the increase reflected the addition of
other revenue from Daphne (for all of 2000) of GRD 870 million ($2.3 million)
and the addition of GRD 823 million ($2.1 million) of other revenue from
Audiotex, which was accounted for using the equity method prior to February 7,
2000.

     COST OF SALES. Cost of sales increased GRD 8,277 million ($21.6 million),
or 104%, from GRD 7,976 million ($20.8 million) in 1999 to GRD 16,254 million
($42.4 million) in 2000. This increase was attributable primarily to the
addition of GRD 6,893 million ($18.0 million) of cost of sales from Daphne (for
all of 2000) and, to a lesser extent, the addition of cost of sales from Nova
Bulgaria and Audiotex. The underlying cost of sales increased GRD 664 million
($1.7 million) in 2000.

     SG&A. SG&A increased GRD 2,417 million ($6.3 million), or 50.6%, from GRD
4,780 million ($12.5 million) in 1999 to GRD 7,197 million ($18.8 million) in
2000. This increase was attributable principally to an increase in underlying
SG&A of GRD 949 million ($2.5 million) which was primarily due to an increase in
payroll costs associated with an increased level of personnel, and an increase
in sales promotion

                                       54
<PAGE>

activities and other operating costs. The increase also reflected the addition
of GRD 1,106 million ($2.9 million) from Daphne (for all of 2000) and GRD 205
million ($0.5 million) from Nova Bulgaria.

     AMORTIZATION. Amortization of programming costs increased GRD 1,476 million
($3.9 million), or 12.2%, from GRD 12,096 million ($31.6 million) in 1999 to GRD
13,572 million ($35.5 million) in 2000. This increase was attributable to the
increase in programming costs for 2000 as a result of higher average cost per
show.

     DEPRECIATION. Depreciation increased GRD 566 million ($1.5 million), or
66.4%, from GRD 853 million ($2.2 million) in 1999 to GRD 1,419 million ($3.7
million) in 2000. Of the increase in depreciation, GRD 288 million ($0.8
million) was attributable to the addition of depreciation from Daphne (for all
of 2000) and GRD 111 million ($0.3 million) for the addition of depreciation
from Nova Bulgaria.

     OPERATING INCOME. Operating income increased GRD 2,749 million ($7.2
million), or 19.5%, from GRD 14,075 million ($36.7 million) in 1999 to 16,824
million ($43.9 million) in 2000, principally reflecting an underlying increase
in total net revenue during the period and, to a lesser extent, the addition of
operating income from Daphne (for all of 2000) and the addition of operating
income from Audiotex, partially offset by an increase in cost of sales.

     INTEREST EXPENSE, NET. Interest expense, net increased GRD 606 million
($1.6 million), or 22.5% from GRD 2,700 million ($7.0 million) in 1999 to GRD
3,306 million ($8.6 million) in 2000, reflecting an increase in gross interest
expense during the period, principally attributable to an increase in underlying
expense of GRD 451 million ($1.2 million) attributable to the appreciation of
the U.S. dollar against the drachma in 2000 compared to 1999, partially offset
by the lower interest rate paid on the repurchase facility in drachma which was
used to replace approximately $20 million face amount of our existing notes, and
the addition of GRD 466 million ($1.2 million) of gross interest expense from
Daphne (for all of 2000) offset by an increase of GRD 213 million ($0.6 million)
in underlying interest income.

     FOREIGN EXCHANGE. Foreign exchange losses increased GRD 1,011 million ($2.6
million) from GRD 1,973 million ($5.2 million) to GRD 2,984 million ($7.8
million), primarily reflecting loss resulting from the translation of our
existing notes denominated in U.S. dollars due to the U.S. dollar appreciation
against the drachma, partially offset by unrealized gains and losses from our
U.S. dollars cash holdings and receivables/payables denominated in foreign
currencies and realized gains and losses on transactions denominated in foreign
currencies.

     OTHER EXPENSE, NET. Other expense, net, increased GRD 1,964 million ($5.1
million) from income of GRD 1,529 million ($4.0 million) in 1999 to a loss of
GRD 435 ($1.1 million) in 2000. The increase was attributable principally to the
fact that in 1999 we had a gain from the sale of marketable securities.

     EQUITY IN NET INCOME OF UNCONSOLIDATED AFFILIATES. Equity in net income of
unconsolidated affiliates decreased from GRD 25 million ($0.07 million) in 1999
to GRD 2 million ($5,000) in 2000, due to the acquisition of the remaining
interest in Audiotex, which was accounted for using the equity method before
February 7, 2000.

     RELATED PARTY COMMISSION INCOME. Related party commission income decreased
from GRD 435 million ($1.1 million) in 1999 to GRD 48 million ($0.1 million) in
2000, due to the reclassification of revenue earned from Audiotex.

     PROVISION FOR INCOME TAXES. Provision for income taxes decreased GRD 1,559
million ($4.0 million) from GRD 4,570 million ($11.9 million) in 1999 to GRD
3,011 million ($7.9 million) in 2000, principally because of lower pre-tax
profits and the reversal of a valuation allowance on deferred tax assets in the
prior

                                       55
<PAGE>

year of GRD 1,193 million ($3.1 million) as a result of cash collections in 2000
which satisfied the conditions of SFAS 53 with respect to license and
distribution fees. Of the decrease in provision for income taxes, GRD 1,160
million ($3.0 million) was attributable to the decrease in underlying provision
for income taxes and GRD 186 million ($0.5 million) was attributable to the
decrease of provision for income taxes for Daphne.

     NET INCOME. Net income increased GRD 414 million ($1.1 million) from GRD
6,762 million ($17.6 million) in 1999 to GRD 7,176 million ($18.7 million) in
2000, principally reflecting an underlying increase in operating income and the
non-recurring license and distribution fees and the reversal of the valuation
allowance taken on deferred tax assets taken in the prior year, partially offset
by the increase in foreign exchange losses and other expenses. As a percentage
of total net revenue, net income decreased from 17% to 13%.

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.

     FUTURE COMMITMENTS AND FUNDING SOURCES

     At December 31, 2001 our contractual cash commitments, with initial or
remaining terms are as follows (all amounts in thousands GRD):

<TABLE>
<CAPTION>
                                                          PAYMENTS DUE BY PERIOD
                                                          ----------------------
CONTRACTUAL OBLIGATIONS      TOTAL         2002        2003        2004        2005        2006      THEREAFTER
-----------------------      -----         ----        ----        ----        ----        ----      ----------
<S>                          <C>           <C>         <C>         <C>         <C>         <C>       <C>
LONG-TERM DEBT (1)           80,689,802     173,265     170,422       4,108       4,491       4,910    80,332,606

CAPITAL LEASE OBLIGATIONS     1,269,956     353,928     283,051     265,715     201,053     132,265        33,944

OPERATING LEASES              5,475,193   1,363,766   1,199,732   1,077,050     896,263     938,382             -

OTHER LONG-TERM
OBLIGATIONS (2)                 818,292           -      55,387     190,387      55,388           -       517,130

TOTAL CONTRACTUAL CASH
OBLIGATIONS                  88,253,243   1,890,959   1,708,592   1,537,260   1,157,195   1,075,557    80,883,680
</TABLE>

                                       56
<PAGE>

<TABLE>
<CAPTION>
   OTHER COMMERCIAL     TOTAL AMOUNTS                   AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
      COMMITMENTS        COMMITTED        2002         2003        2004         2005         2006      THEREAFTER
      -----------        ---------        ----         ----        ----         ----         ----      ----------
<S>                      <C>              <C>          <C>         <C>          <C>          <C>       <C>
UTILIZED LINES
OF CREDIT (4)            5,960,200     5,960,200           -           -             -           -             -
LETTERS OF GUARANTEE
(3)                      8,934,418     1,862,849   7,071,569           -             -           -             -
OTHER COMMITMENTS        8,231,202             -           -   1,914,500     2,009,865   2,105,565     2,201,272
TOTAL COMMERCIAL
COMMITMENTS             23,125,820     7,823,049   7,071,569   1,914,500     2,009,865   2,105,565     2,201,272
</TABLE>

     (1)  Long-term debt is comprised of our senior notes and long-term
          indebtedness. Our US dollars 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 on or after June
          11, 2005. The above payment schedule does not give effect to the
          repurchases of our senior notes due 2007 from time to time. On
          February 19, 2002 we repurchased Euro 2,500,000 of our senior notes
          due 2008 for Euro 2,050,000.

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

     (3)  In February 2002, the Company entered into an agreement with Endemol
          Entertainment BV to secure the rights to air BIG BROTHER 2. The cost
          of this right was Euro 5,050,787 due in five installments from March
          2002 to October 2002. The cost of this right is not included above
          because the agreement was concluded subsequent to year-end.

     (4)  Revolving credit.

     As of December 31, 2001, we had approximately GRD 81,605 million ($213.2
million), of long term debt (which includes the current portion of long-term
debt of GRD 173 million) compared to GRD 33,239 million ($86.8 million) in 2000.
This debt primarily consists of our senior notes due 2007 and our senior notes
due 2008, and, to a lesser extent, long-term obligations under capital leases,
GRD 333.3 million ($0.9 million) of long-term debt of Daphne (which was
converted from short-term borrowings into long-term debt (including the current
portion of long-term debt of GRD 173 million) in 2001), and GRD 39.8 million
($0.1 million) of long-term debt of Blues Hall.

     As of December 31, 2001, we had approximately GRD 5,960 million ($15.6
million) of bank overdrafts and short-term borrowings as compared to GRD 13,298
million ($34.7 million) in 2000. Bank overdrafts and short-term borrowings
primarily consist of Daphne borrowings of GRD 5,273 million ($13.8 million)
dominated mainly in Euro. It also included short-term borrowings of GRD 34
million ($0.1 million) of Nova Bulgaria and GRD 643 million ($1.7 million) of
debt under a revolving facility assumed as part of the acquisition of Antenna
Radio dominated in Yen, GRD and Euro. We have unused bank lines at December 31,
2001 of GRD 14.2 billion ($37.1 million), of which Antenna TV has unused bank
lines at December 31, 2001 of GRD 9.5 billion ($24.8 million).

                                       57
<PAGE>

     Our principal use of funds are 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 GRD
20,803 million ($54.3 million) in 2000 and GRD 17,211 million ($45.0 million) in
2001. These expenditures totaled GRD 12,690 million ($33.1 million) in 1999.

     OPERATING ACTIVITIES. Net cash used in operating activities was GRD 4,680
million ($12.2 million) in 2000 compared to net cash used of GRD 4,151 million
($10.8 million) in 2001. The improvement of GRD 569 million was mainly due to
lower programming expenditures. Net cash provided by operating activities was
GRD 4,334 million ($11.3 million) in 1999.

     INVESTING ACTIVITIES. Net cash used in investing activities was GRD 24,629
million ($64.3 million) in 2000 and GRD 8,101 million ($21.2 million) in 2001,
reflecting the cost of the acquisition of a 5% interest in NetMed N.V. for GRD
4,605 million ($12.0 million), capital expenditures of Antenna TV of GRD 1,206
million ($3.1 million), capital expenditures of Antenna Internet of GRD 795
million ($2.1 million), capital expenditures of Daphne of GRD 239 million ($0.6
million) and purchase of assets under capital leases of GRD 570 million ($1.54
million). Net cash used in investing activities was GRD 12,037 million ($31.4
million) in 1999.

     FINANCING ACTIVITIES. Net cash provided by financing activities was GRD
2,961 million ($7.7 million) in 2000 compared to GRD 37,836 million ($98.8
million) in 2001. The increase in funds from financing activities was
principally attributable to the issuance of Euro 150,000,000 of 9 3/4% senior
notes due 2008, and, to a lesser extent, to an increase in leased obligations of
Daphne, partially offset by a reduction of our bank overdrafts and short term
borrowings of GRD 7,337 million ($19.2 million) and the repurchase of certain of
our US dollar denominated senior notes due 2007 ($14.0 million).

     DISTRIBUTABLE RESERVES. We have distributable reserves in our Greek
statutory accounts of approximately GRD 594 million ($1.5 million) as of
December 31, 2001.

     OTHER LONG-TERM LIABILITY. We have an outstanding liability to the Pension
Fund for Athens and Thessaloniki Newspaper Employees for advertiser
contributions. Installments of approximately GRD 1,070 million ($2.8 million)
were paid during 2001 and GRD 976 million ($2.5 million) were paid during 2000.
The outstanding liability has been reclassified as accrued expenses and other
current liabilities.

C.   CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES

     In response to SEC Release No. 33-8040 "Cautionary Advice Regarding
Disclosures about Critical Accounting Policies and 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 accounting principles generally accepted
in the United States of America 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 and artist and author advances,
allowance for doubtful accounts, contingencies and litigation, including tax
contingencies deferred tax assets, and other-than-temporary declines in
marketable equity securities. We state these accounting policies in the notes to
our consolidated financial statements and at relevant sections in this
discussion and analysis. 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.

                                       58
<PAGE>

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

     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. Upon the adoption of SFAS No. 142 on January 1, 2002, we ceased
amortizing goodwill and will perform an annual impairment analysis to assess the
recoverability of goodwill, in accordance with the provision of SFAS No. 142. If
we are required to record an impairment charge in the future resulting from the
adoption of the new standard, it would have an adverse impact on our results of
operations.

     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 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%.

     We pay, in some cases, royalties in advance to recording artists and these
advances are shown as an asset only if past performance and current popularity
provides a basis for estimating the recoverability of the advance. To the extent
that current popularity changes adversely we will have to negatively impact our
results of operations.

     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.
As a result of the current economic environment, we have extended the payment
and credit terms for certain of our customers. 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 in the
balance sheet as long term receivable from a related party, which has been
discounted, taking into consideration the expected repayment terms. Should
payments take longer, then the net realizable value of the account receivable is
impacted by the timing of payments.

     We are subject to various claims and litigation in the ordinary course of
our business. We have accrued management's best estimate of the Company's
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 the Company, we will evaluate the probability of an adverse
outcome and provide accruals for such contingencies as necessary.

     In Greece, the amounts reported to the tax authorities are provisional
until such time as the books and records of an entity are inspected by the tax
authorities. Although the majority of our subsidiaries have had their books
inspected by the tax authorities up to 1999, our books have not been audited by
the tax authorities since 1993. The ultimate outcome of additional tax
assessments 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 and relate to
the start up operating losses of Antenna Internet and

                                       59
<PAGE>

Nova Television. 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 operations.

     In 2000, we purchased shares of Athenian Capital Holdings for an aggregate
purchase price of GRD 15,543 million ($40.6 million). Due to a general decline
in prices on the Athens Stock Exchange, the value of our investment was impacted
and the Company determined that an "other than temporary" loss resulted and a
write-down of GRD 12,741 million ($33.3 million) was recorded in the
consolidated statement of operations for the year ended December 31, 2001 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 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.

OFF - BALANCE SHEET ARRANGEMENTS

     We have no off-balance sheet arrangements.

EURO CONVERSION

     Our revenues and expenses are denominated in drachmae and dollars. On
January 1, 2001, Greece became the 12th member of the European Monetary Union
and the exchange rate between the Euro and the drachma was fixed at Euro 1.00 =
GRD 340.75. Our management information system is able to support currency
transaction into Euro and to date we have not had any significant disruptions in
our business as a result of Euro compliance.

INFLATION

     Although the Greek economy has long been subject to both high levels of
inflation and the effects of the Greek government's measures to curb inflation
such as high real interest rates, we do not believe inflation has had a material
effect on our business for the periods presented. Greece experienced average
annual rates of inflation of 8.2% during 1996, 5.6% during 1997, 4.8% during
1998, 2.6% during 1999, 3.2 % during 2000 and 3.5 % during 2001.

RECENT ACCOUNTING PRONOUNCEMENTS

ACCOUNTING FOR FILM PRODUCERS

     The AICPA issued Statement of Position 00-2, "Accounting by Producers or
Distributors of Films," (or SOP 00-2) in June 2000, effective for fiscal years
beginning after December 15, 2000, with earlier application encouraged. SOP 00-2
establishes 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
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. We
adopted the standard in the first quarter of 2001 and recorded a one-time after
tax charge for the initial adoption of the standard of GRD 197 million ($0.5
million). This charge has been recorded as a cumulative effect of a change in
accounting principle in our consolidated statement of operations for the year
ended December 31, 2001.

                                       60
<PAGE>

BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

     In July 2001, the FASB issued 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 intangible assets acquired in a purchase method business combination
must meet to be recognized and reported apart from goodwill, noting that any
purchase price allocable to an assembled workforce may not 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. Statement 141 is effective immediately, except with
regard to business combinations initiated prior to July 1, 2001, which it
expects to account for using the pooling-of-interests method and Statement 142
is effective January 1, 2002. Furthermore, any goodwill and any intangible asset
determined to have an indefinite useful life that are acquired in a purchase
business combination completed after June 30, 2001 will not be amortized, but
will continue to be evaluated for impairment in accordance with the appropriate
pre-Statement 142 accounting literature. Goodwill and intangible assets acquired
in business combinations completed before July 1, 2001 will continue to be
amortized prior to the adoption of Statement 142. Statement 141 will require
upon adoption of Statement 142, that the Company evaluate its existing
intangible assets and goodwill that were acquired in a prior purchase business
combination, and to make any necessary reclassifications in order to conform
with the new criteria in Statement 141 for recognition apart from goodwill. Upon
adoption of Statement 142, the Company will be required to reassess the useful
lives and residual values of all intangible assets acquired in purchase business
combinations, and make any necessary amortization period adjustments by the end
of the first interim period after adoption. In addition, to the extent an
intangible asset is identified as having an indefinite useful life, the Company
will be required to test the intangible asset for impairment in accordance with
the provisions of Statement 142 within the first interim period. Any impairment
loss will be measured as of the date of adoption and recognized as the
cumulative effect of a change in accounting principle in the first interim
period.

     In connection with the transitional goodwill impairment evaluation,
Statement 142 will require 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 must identify its reporting units and determine 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. The Company will then have up to six months from the
date of adoption to determine the fair value of each reporting unit and compare
it to the reporting unit's carrying amount. To the extent a reporting unit's
carrying amount exceeds its fair value, an indication exists that the reporting
unit's goodwill may be impaired and the Company must perform the second step of
the transitional impairment test. In the second step, the Company must compare
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 would be
measured as of the date of adoption. This second step is required to be
completed as soon as possible, but no later than the end of the year of
adoption. Any transitional impairment loss will be recognized as the cumulative
effect of a change in accounting principle in our consolidated statement of
operations. The company has not yet determined the impact of the adoption of
these standards.

                                       61
<PAGE>

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. 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. We believe that the adoption of
this standard will not have a material impact on our consolidated financial
statements for the quarter ending March 31, 2002.

ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS

     In September 2001, FASB issued Statement No 144, ACCOUNTING FOR THE
IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS, that replaces FASB Statement No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS TO BE DISPOSED Of. The
primary objectives were to develop one accounting model, based on the framework
established in Statement 121, for long-lived assets to be disposed of by sale
and to address significant implementation issues.

     The accounting model for long-lived assets to be disposed of by sale
applies to all long-lived assets, including discontinued operations, and
replaces the provisions of APB Opinion No. 30, REPORTING RESULTS OF OPERATIONS -
REPORTING THE EFFECTS OF DISPOSAL OF A SEGMENT OF A BUSINESS, for the disposal
of segments of a business. Statement 144 requires that those long-lived assets
be 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 will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred.

     Statement 144 also broadens the reporting of discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction. The new reporting
requirements for discontinued operations will allow an entity to more clearly
communicate in the financial statements a change in its business that results
from a decision to dispose of operations and, thus, provide users with
information needed to better focus on the ongoing activities of the entity.

     The provisions of Statement 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001, and, generally, are
to be applied prospectively. The Company believes that the

                                       62
<PAGE>

adoption of this standard will not have a material impact on the consolidated
financial statements for the quarter ending March 31, 2002.

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. Officers are appointed by our Board of
Directors. The members of our Board of Directors, our senior management and our
other officers are as follows:

<TABLE>
<CAPTION>
                       NAME                          AGE    POSITION WITH THE COMPANY
                       ----                          ---    -------------------------
<S>                                                  <C>    <C>
DIRECTORS AND SENIOR MANAGEMENT:
   Minos Kyriakou.................................    60    Chairman
   Theodore Kyriakou..............................    28    Vice Chairman
   Spilios Charamis...............................    65    Group General Manager, Vice Chairman
   Jonathan Procter...............................    41    TV Group Chief Executive Officer
   Maurice Avdelas................................    48    Antenna TV-General Manager/Managing Director (CEO)
   Nikolaos Angelopoulos..........................    54    Group Chief Financial Officer; Director
   George Antypas.................................    57    Director
   Panagiotis Fotilas.............................    58    Director
   Athina Kyriakou................................    22    Director
   Xenophon Kyriakou..............................    30    Director

OTHER OFFICERS:
   John Papoutsanis...............................    48    Group News Manager
   Alkistis Marangoudaki..........................    38    TV Group Programming Manager
   Dimitrios Dallas...............................    55    TV Group Technical Manager
   Vagelis Moraitis...............................    36    Group Sales and Marketing General Manager
   Michael Poulos.................................    44    Group Human Resources and Administration Manager
   Kostas Kibouropoulos...........................    45    Radio Group General Manager/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 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

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<PAGE>

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, since 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.

     DR. MAURICE AVDELAS has been our General Manager 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 is
attending New York University where she is studying for her Masters Degree.

     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 PAPOUTSANIS joined us in 1991, and became our Group News Director
in September 2000. Before joining us, he worked for Mega Channel. Before that
time, he was an Editor-in-Chief and a political

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<PAGE>

reporter and commentator for a variety of Greek magazines and newspapers,
including Kathimerini, Vima and Tahedromos. He studied Advertising and Economics
at the Economic University of Athens.

     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.

     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

     The Company paid cash compensation of an aggregate of GRD 229.4 million
($0.6 million) in 2001 to our senior and other officers. Messrs. Minos Kyriakou
and Theodore Kyriakou do not receive any compensation for their services to the
Company. It is our corporate policy that no compensation, fees or other payments
are made to members of our Board in their capacity as Board members. In
addition, we contributed GRD 36.2 million ($0.1 million) to state-sponsored
pension plans on behalf of three executive officers in 2001.

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 in July 2003.

     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.

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<PAGE>

     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. Angelopoulos and Fotilas 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 the Company's audit and control functions.
Before August 1998, the Board of Directors undertook the responsibilities of the
Audit Committee.

     The Board of Directors has no other committees.

D.   EMPLOYEES

     At the end of December 2001, we employed approximately 1,611 full-time
employees (1,597 at the end of 2000 and 738 at the end of 1999) through a number
of businesses. Our main businesses, television and radio, employed 1,398 and 213
persons, respectively. The increase over prior years reflects the expansion of
the activities of our group. Of our 1,611 employees, 1,200 were production,
programming and news personnel, 307 were administrative personnel and 104 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.

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<PAGE>

E.   SHARE OWNERSHIP

     The following table presents information regarding the beneficial ownership
of our share capital as of March 27, 2002 by:

     o    our directors; and

     o    our senior management;

                                         NUMBER OF SHARES BENEFICIALLY OWNED (1)
                                         ---------------------------------------
                 NAME                           NUMBER           PERCENT
                 ----                           ------           -------
     Minos Kyriakou  (2).............           4,690,360         23.6
     Theodore Kyriakou  (3)..........           3,752,162         18.9
     Xenophon Kyriakou  (4)..........           3,752,162         18.9
     Athina Kyriakou  (5)............           3,752,162         18.9
     Spilios Charamis................                  --           --
     Johnathan Procter...............                  --           --
     Maurice Avdelas.................                  --           --
     Nikolaos Angelopoulos...........                  --           --
     George Antypas..................                  --           --
     Panagiotis Fotilas..............                  --           --

     -------------------------------
     (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)      Of the shares held by Mr. Minos Kyriakou, 4,222,360 are held of
              record by Holnest Investments Limited, an Irish company and
              468,000, in the form of American Depositary Shares, are held of
              record by The Bank of New York, as depositary, on behalf of
              Uniholdings International Ltd., a Liberian company. The American
              Depositary Shares held by Uniholdings International Ltd. were
              acquired in open market purchases during 2001. 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.

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<PAGE>

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.   MAJOR SHAREHOLDERS

     The table below presents information as of March 27, 2002 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)........    4,222,360          21.3%
     Globecast Holdings Limited(2).........    3,752,162          18.9%
     Altavista Global Holdings
     Limited(3)............................    3,752,162          18.9%
     Praxis Global Investments
     Limited(4)............................    3,752,162          18.9%

     -------------------------------------
     (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. Mr.
              Kyriakou also owns 100% of the share capital of Uniholdings
              International Ltd. which owns 468,000 shares, in the form of
              American Depositary Shares, or 2.4% of our outstanding shares.
              These American Depositary Shares were acquired by Uniholdings
              International Ltd. in open market purchases during 2001.

     (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

     ACQUISITIONS. On May 6, 1999, we acquired the following interests:

     o    a 51% interest in Audiotex for a purchase price of $7.25 million;

     o    a 99.97% interest in Antenna Radio for a purchase price of $16.25
          million plus the assumption of approximately $5.2 million of
          indebtedness;

     o    a 100% interest in Antenna Spoudastiki for a purchase price of $6.0
          million; and

     o    a 100% interest in Pacific Broadcast for a purchase price of $3.5
          million.

     Each of the companies whose interests were acquired was previously
affiliated with or controlled by members of the family of Mr. Minos Kyriakou,
our Chairman. See note 2 and note 6 to our consolidated financial statements.

     AUDIOTEX. We are a party to two exclusive contracts with our subsidiary,
Audiotex. On February 7, 2000, Audiotex became a wholly-owned subsidiary. Under
these contracts we:

     o    provide consulting and production services to Audiotex related to
          sales and promotions in media, other than for Antenna, in return for a
          royalty of 7.8% of the gross annual revenue arising from such
          activities; and

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<PAGE>

     o    air promotional messages with telephone numbers which viewers may call
          to participate in quizzes or to obtain horoscopes, weather forecasts
          or general information such as detailed news or national exam results,
          in return for a royalty (expressed as a percent of Audiotex's annual
          gross revenue) of:

          o   15% from December 1, 1995 to June 30, 1998;

          o   30% from July 1, 1998 to August 31, 1998;

          o   40% from September 1, 1998 to December 31, 1998; and

          o   50% from January 1, 1999 to January 1, 2005.

     The contracts terminate on January 1, 2005 but may be renewed on
substantially similar terms. We had revenue under these contracts of GRD 48
million ($0.1 million) in 2000. Revenue generated in 2001 from these contracts
has been fully eliminated upon consolidation. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and notes 2 and 6 of
the notes to our consolidated financial statements.

     ANTENNA SATELLITE. We are a party to a programming agreement and a
distribution 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, which has a term ending May 23,
2002, subject to our right to renew for another three years, we provide Antenna
Satellite with television programs for broadcast in the United States and
Canada, in consideration for a license fee of $9,020 per day for 1998 for 10
hours of programming and $9,020 per day for 1999. On January 1, 2000, the
license fee was computed on a total subscriber basis (the total monthly fee
ranges from $75,000 to $80,000 in 2000 and $80,000 to $85,000 per month in
2001). We reported revenues under the programming agreement of GRD 306 ($0.8
million) in 2000 and GRD 524 million ($1.4 million) in 2001.

     Under the distribution agreement, which has a term of four years subject to
termination by either party in certain circumstances, we have granted Antenna
Satellite a license to distribute, subdistribute or license specified television
programming for broadcast by television stations located in the United States
and Canada for a license fee of $5,500,000 which has been partially paid. We
recorded the entire $5,500,000 license fee payable as revenue in 1996. Antenna
Satellite's obligation to us under the programming agreement and the
distribution agreement have been guaranteed by Mr. Kyriakou. See note 6 of the
notes to our consolidated financial statements.

     ANTENNA CYPRUS. We are a party to an agreement to provide technical support
and television programming to Antenna Cyprus. Our TV 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:

     o    9% in the period September 1992-1993;

     o    11% in the period September 1994-1997; and

     o    12% from 1998 through the present.

We had revenue from Antenna Cyprus of GRD 752 million ($2.0 million) in 2001.
See note 6 of the notes to our consolidated financial statements. We have
advanced funds to Antenna Cyprus in prior years of GRD 467 million ($1.2
million) for production. There was NIL balance of advances outstanding at
December 31, 2001, comparing to GRD 121 million ($0.3 million) at December 31,
2000. These advances did not bear interest.

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<PAGE>

     In 2001, we entered into various transactions with related parties:

     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 programming for Rythmos. Our
marketing, sales and programming staffs will advise Rythmos FM on targeting key
demographics. We will receive fees equal to 55% of gross revenues of Rythmos FM
generated during the next ten years and rental income from the use of our
technical equipment. Revenue generated from Rythmos FM in 2001 totaled GRD 22
million ($0.1 million). The Company that owns Rythmos FM is owned by the sister
of our Chairman.

     ATHENIAN CAPITAL. During 2000, we purchased in various open market
transactions shares of Athenian Capital Holdings S.A. for an aggregate purchase
price of GRD 15,543 million ($40.6 million). Athenian is a diversified
investment company listed on the Athens Stock Exchange, whose investments
include majority investments in three Greek companies. We currently own
approximately 14.5% of Athenian's share capital. The value of our investment in
Athenian has been adversely impacted in line with the general decline in prices
on the Athens Stock Exchange. At December 31, 2000, our investment in Athenian
was valued at GRD 4,114 million ($10.7 million) and at December 31, 2001 our
investment in Athenian was valued at GRD 2,801 million ($ 7.3 million). We have
accounted for this investment on our balance sheet as available-for-sale
marketable securities with the unrealized loss, net of tax, being reported in
other comprehensive income in shareholders' equity during the year ended
December 31, 2000. In 2001, 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 GRD 12,741 million ($33.3 million) and included in the consolidated
statements of operations for the year ended December 31, 2001 (see "Item 5
--Operating and Financial Review and Prospects."and note 25 to the Consolidated
Financial Statements). On March 5, 2001, we announced that, in order to protect
the value of this investment, our Chairman, Mr. Minos Kyriakou, has agreed to
underwrite our investment such that in the event that we continue to hold shares
in Athenian on December 31, 2003, and the value of the investment 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 will purchase our
entire stake in Athenian for an amount equal to such purchase price.
Furthermore, if we elect at any time prior to December 31, 2003 to dispose of
the investment, and the sale price at that time is less than our purchase price,
our Chairman will pay us the difference between the sale price and our purchase
price. In all cases our Chairman will pay these amounts plus interest reflecting
our return on bank deposits. We will continue to monitor opportunities to
maximize the value of this investment. Our principal shareholders own an
additional approximately 15% of Athenian. Our Chairman is also the Chairman of
Athenian.

     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 us and third parties.

ITEM 8.  FINANCIAL INFORMATION

     See "Item 18--Financial Statements" and pages F-1 through F-39.

ITEM 9.  THE LISTING

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

     Our ADSs, each representing one-half of one share, are quoted on the Nasdaq
National Market under the symbol "ANTV" and are also admitted to the Official
List of the London Stock Exchange under the symbol "AEVD." The Bank of New York
acts as depositary for the ADSs. Our ADSs also have unlisted trading privileges
on the Frankfurt Stock Exchange and the Berlin Stock Exchange.

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<PAGE>

     The tables below present, for the periods indicated, the reported high and
low quoted closing prices for the ADSs on Nasdaq, the principal trading market.
On March 27, 2002, the last reported sale price of our ADSs on Nasdaq was $1.55
per ADS and on the London Stock Exchange was $1.65 per ADS.

                             NASDAQ NATIONAL MARKET

(A)  ANNUAL HIGH AND LOW MARKET PRICES
                                                   NASDAQ PRICE PER ADS
                                                   --------------------
                                                     HIGH        LOW
                                                     ----        ---
                                                           ($)
     1999(1).................................        19 7/8      8 1/2
     2000....................................        26 1/2     12 1/8
     2001....................................        20 1/2      1 7/8

(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
                                                      ----        ---
                                                            ($)
     2000
       First quarter.........................         26 1/2     17 1/8
       Second quarter........................         24 1/8     12 1/8
       Third quarter.........................         24 1/4     14 1/16
       Fourth quarter........................         22 3/4     16
     2001
       First quarter.........................         20 1/2     17 1/16
       Second quarter........................         18 4/5      8 1/16
       Third quarter.........................          8 1/16     3 3/4
       Fourth quarter........................          4 1/2      1 7/8

(C) MONTHLY HIGH AND LOW MARKET PRICES
                                                     NASDAQ PRICE PER ADS
                                                     --------------------
                                                      HIGH        LOW
                                                      ----        ---
                                                            ($)
     2001

       September.............................        5 1/2      3 3/4
       October...............................        4 1/2      3 1/2
       November..............................        4 1/2      3 1/2
       December..............................        3 1/2      1 7/8

     2002
       January...............................        2 3/5      1 1/6
       February..............................       11 1/12     1 2/7


ITEM 10. ADDITIONAL INFORMATION

A.   SHARE CAPITAL

     Not applicable.

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<PAGE>

B.   MEMORANDUM AND ARTICLES OF ASSOCIATION

FORM AND TRANSFER OF SHARES

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).

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, including The Bank of New York, in its
capacity as registered shareholder of the shares underlying our outstanding
ADSs, 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." Our Board of Directors does not expect in the future to seek
shareholder waiver of the dividends required by Greek corporate law.

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<PAGE>

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 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 General Assembly is convened by the Board of Directors at ordinary or
extraordinary meetings. Ordinary meetings are required to be held once each
fiscal year, within six months after the end of the our fiscal year.
Extraordinary meetings may be convened by the Board of Directors 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

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     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;

     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.

     Shareholders with a right of participation at the General Assembly may be
represented by their legal representatives, appointed by letter or telegram.
Juveniles, persons under legal restraint and legal entities are represented by
their proxies.

     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.

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     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;

     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.

     Any provision of the Charter requiring a special increased majority and
quorum may only be amended by the same percentage 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.

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     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:

     o    the ADSs, or to the shares underlying the ADSs held by the Depositary,
          so long as they are held by the Depositary and the Depositary holds
          not more than 25% of our share capital; or

     o    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.

     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

     See "Item 7. Major Shareholder and Related Party Transactions" for a
discussion of our agreement with our Chairman concerning our investment in
Athenian Capital Holdings S.A.

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
or ADSs. In addition, Greece currently has no currency restrictions that would
affect the rights of non-resident holders of shares or ADS to dispose of their
shares or ADSs, or to receive the proceeds of a disposition outside Greece.

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E.   TAXATION

     The information below under the captions "ADSs--Greek Taxation" and "Senior
Notes--Greek Taxation" are discussions of the material Greek tax consequences of
the acquisition, ownership and disposition of ADSs (or shares) and of our senior
notes, respectively. The information set forth below under the caption
"ADSs--United States Taxation" and "Senior Notes--United States Taxation" are
discussions of the material United States federal income tax consequences of the
acquisition, ownership and disposition of ADSs (or shares) and 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
"ADSs--United States Taxation" and "Senior Notes--United States Taxation" deal
only with U.S. Holders that will hold ADSs (or shares) and our senior notes as
capital assets within the meaning of the United States 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 shares (including ADSs) of the Company. In
addition, the description of United States tax consequences set forth below
under the captions "ADSs--United States Taxation" and "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, persons
holding ADSs or shares as part of a hedging or conversion transaction, 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.

     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;

     o    a trust 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

     o    a partnership to the extent the interests therein are owned by any of
          the persons described in any of the above bullet points.

     A "Non-U.S. Holder" means a beneficial owner of ADSs or 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.

     The statements about Greek tax laws and U.S. federal tax laws presented
below assume that each obligation in the Deposit Agreement and any related
agreement has been and will continue to be performed in full in accordance with
its terms.

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ADSS

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

     TAXATION OF DIVIDENDS

     Under Greek law, income before taxes of a SOCIETE ANONYME whose shares are
not listed on the Athens Stock Exchange (or ASE) is taxed at a flat rate of 37.5
%, or 35% if it shares are listed on the ASE, with the result that dividends
distributed therefrom to shareholders are paid out net of tax. No withholding
taxes are imposed by Greece on the payment of dividends on the shares.

     TAXATION OF CAPITAL GAINS

     SHARES. Under Greek law, any gain derived from the sale of shares of a
SOCIETE ANONYME listed on the ASE or any foreign stock exchange or
internationally recognized similar institution will be subject to a 0.03%
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 given to the Greek National Council for Radio & Television and the
Ministry of Press and Media within ten days of execution. Failure to follow this
procedure in connection with the sale of shares will result in such transfer
being null and void and the purchaser will not be entitled to benefit from any
rights attached to the purchased shares.

     The private agreement or notarial deed is required to contain at least the
following elements: (i) legal name (if other than a natural person), registered
seat, tax office and fiscal number of both the seller and the purchaser; (ii)
legal name (if other than a natural person), registered seat, tax office and
fiscal number of the company as well as the type, number, nominal value and (if
applicable) serial number of the transferred shares; (iii) the sale price and
the mode of payment (payment in full or in installments); (iv) the amount of
capital gains which the seller will recognize as a consequence of the sale
according to his calculations; and (v) the amount of capital gains tax to be
paid by him.

     Our shares are not listed on the ASE, but we are listed on Nasdaq (a
"recognized quotation system"). As a result, the capital gains tax and
procedures for transfer described above will apply to our shares. See below for
a discussion of the treatment of ADSs for these purposes.

     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

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

     ADSS. Notwithstanding the above, no Greek tax will be levied on capital
gains arising from sales of ADSs on Nasdaq or the London Stock Exchange because
holders of ADSs do not acquire direct rights on the underlying shares and the
transfer of ADSs does not constitute PER SE a transfer of the underlying shares.
Any subsequent disposal of shares might give rise to capital gains taxable in
Greece on the terms described above. However, it should be noted that Greek tax
authorities have not taken a formal position on whether Greek tax may be levied
on capital gains from trades of ADSs or whether the Greek procedural
requirements for the transfer of shares of A SOCIETE ANONYME which are not
listed on the ASE also apply to transfers of ADSs. Their opinion on these issues
may differ from that set forth above or, if similar, may change in the future.

     The exercise of the right of a holder of ADSs to receive shares underlying
such ADSs in accordance with and pursuant to the Deposit Agreement in order to
exercise direct rights as a shareholder, including, but not limited to,
attending shareholders meetings and directly exercising voting rights or
receiving dividends, would require their registration in our shareholders
registry. As a consequence of withdrawing shares from 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. In
connection with causing such transfer to occur, the relevant Greek tax
authorities may seek to collect a capital gains tax on such transfer. The same
would also apply to any subsequent transfer of shares by the Holders.

     Transfers of shares not effected in accordance with the provisions of Greek
Law described above will result in the following: (i) the relevant transfers
shall be null and void; (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 paragraphs (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 GRD 40,000 and GRD 400,000.

     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.

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     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 ADSs (or 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 and ADSs 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.

UNITED STATES FEDERAL INCOME TAXATION

     The following discussion is based (1) upon the Internal Revenue Code of
1986, as amended, existing and proposed Treasury regulations, judicial authority
and current administrative rulings and practice, all of which are subject to
change (possibly with retroactive effect), and (2) in part upon representations
of the Depositary.

     You should consult your tax advisor as to how the acquisition, ownership
and disposition of shares and ADSs affects you under U.S. federal, state and
local and applicable foreign tax laws.

     U.S. Holders of ADSs will be treated for U.S. federal income tax purposes
as owners of the shares underlying the ADSs. Accordingly, except as noted, the
U.S. federal income tax consequences discussed below apply equally to U.S.
Holders of ADSs and shares.

     DIVIDENDS

     Subject to the discussion of passive foreign investment companies below,
the gross amount of any distribution paid by us to a U.S. Holder will generally
be subject to U.S. federal income tax as foreign source dividend income to the
extent paid out of our current or accumulated earnings and profits, as
determined under U.S. federal income tax principles. The amount of any
distribution of property other than cash will be the property's fair market
value on the date of the distribution. Dividends received by a U.S. Holder will
not be eligible for the dividends received deduction allowed to corporations. To
the extent that an amount received by a U.S. Holder exceeds that U.S. holder's
allocable share of our current and accumulated earnings and profits, such excess
will be applied first to reduce that U.S. Holder's tax basis in his shares
(thereby increasing the amount of gain or decreasing the amount of loss
recognized on a subsequent disposition of the shares) and then, to the extent
such distribution exceeds the U.S. Holder's tax basis, will be treated as
capital gain. We do not currently maintain calculations of our earnings and
profits for U.S. federal income tax purposes.

     A U.S. Holder must include in his income the gross amount of distributions
paid in drachmae (or any successor or other foreign currency) in a dollar amount
calculated by reference to the spot exchange rate in effect on the day the
distributions are paid to the Depositary regardless of whether the payment is in
fact converted into dollars. If the drachmae (or any successor or other foreign
currency) are converted into dollars on the date of the payment, the U.S. Holder
should not be required to recognize any foreign currency gain or loss with
respect to the receipt of drachmae as distributions. If, instead, the drachmae
are

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converted at a later date, any currency gains or losses resulting from the
conversion of the drachmae will be treated as U.S. source ordinary income or
loss. Any amounts recognized as dividends will generally constitute foreign
source "passive income" or, in the case of some U.S. Holders, "financial
services income" for U.S. foreign tax credit purposes. A U.S. Holder will have a
basis in any drachmae distributed equal to their dollar value on the payment
date.

     If you are a Non-U.S. Holder of ADSs, then you generally will not be
required to pay U.S. federal income tax on, nor would U.S. tax be withheld from,
dividends that you receive on ADSs unless the dividend income is effectively
connected with your conduct of a trade or business in the U.S.

     SALE OR EXCHANGE

     Subject to the discussion of passive foreign investment companies below,
gain or loss realized by a U.S. Holder on the sale or other disposition of ADSs
will be subject to U.S. federal income taxation as capital gain or loss in an
amount equal to the difference between the U.S. Holder's adjusted tax basis in
the ADSs and the amount realized on the disposition. In the case of a U.S.
Holder that is an individual, the maximum marginal U.S. federal income tax rate
applicable to this gain will be lower than the maximum marginal U.S. federal
income tax rate applicable to ordinary income if that U.S. Holder's holding
period for the disposed ADSs exceeds one year. Any gain realized will generally
be treated as U.S. source gain and loss realized by a U.S. Holder generally also
will be treated as from sources within the U.S.

     The ability of a U.S. Holder to utilize foreign taxes as a credit to offset
U.S. taxes is affected by complex limitations and conditions. The consequences
of the separate limitation calculation will depend upon the nature and sources
of each U.S. Holder's income and that person's allocable deductions.
Alternatively, a U.S. Holder may elect to claim all foreign taxes paid as an
itemized deduction instead of claiming a foreign tax credit. A deduction does
not reduce U.S. tax on a dollar-for-dollar basis like a tax credit, but the
availability of the deduction is not subject to the conditions and limitations
applicable to foreign tax credits.

     The surrender of ADSs in exchange for shares (or vice versa) will not be a
taxable event for U.S. federal income tax purposes and U.S. Holders will not
recognize any gain or loss upon such a surrender.

     If you are a U.S. Holder and receive any foreign currency on the sale of
ADSs, you may recognize ordinary income or loss as a result of currency
fluctuations between the date of the sale of ADSs and the date the sale proceeds
are converted into dollars.

     If you are a Non-U.S. Holder of ADSs, then you generally will not be
required to pay U.S. federal income or withholding tax on any gain realized on
the sale or exchange of these ADSs unless the gain is effectively connected with
your conduct of a trade or business in the U.S. or, if you are an individual
Non-U.S. Holder, you are present in the U.S. for 183 days or more during the
taxable year of the sale and certain other conditions are met.

     PASSIVE FOREIGN INVESTMENT COMPANY STATUS

     If during any taxable year either 75% or more of our gross income consists
of certain types of "passive" income or the average value our "passive assets"
(generally assets that generate passive income) is 50% or more of the average
value of all of our assets, we will be classified as a "passive foreign
investment company" (or a PFIC) for U.S. federal income tax purposes. If we are
treated as a PFIC, a U.S. Holder would be subject to increased tax liability
upon the sale of any ADSs or shares and upon the receipt of certain dividends,
as well as certain other generally disadvantageous U.S. tax consequences, unless
such U.S. Holder has made an election to be taxed currently each year on its pro
rata portion of our income

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regardless of whether our income is distributed in the form of dividends. If the
ADSs are treated as "marketable stock" under the PFIC rules, a U.S. Holder may
also be able to avoid the imposition of the PFIC tax rules by making a
mark-to-market election to be taxed currently each year on an amount equal to
the increase in the fair market value of the ADSs, which increase will be
determined by reference to the value of such ADSs at the end of the current
taxable year as compared with their value as of the end of the prior taxable
year.

     We believe that we will not be treated as a PFIC for U.S. federal income
tax purposes for the 2001 taxable year and we do not anticipate becoming a PFIC
in any future taxable year. However, because PFIC status is fundamentally
factual in nature, generally cannot be determined until the close of the taxable
year in question and is determined annually, there can be no certainty or
assurance that we will not be a PFIC for either the current taxable year or for
any subsequent taxable year. U.S. Holders are urged to consult their own tax
advisers regarding the possible classification of us as a PFIC and the
consequences to such U.S. Holders if such classification were to occur.

     U.S. BACKUP WITHHOLDING AND INFORMATION REPORTING

     Payments in respect of the ADSs may be subject to information reporting to
the U.S. Internal Revenue Service and to a 31 percent U.S. backup withholding
tax. Backup withholding will not apply, however, to a holder who furnishes a
correct taxpayer identification number or certificate of foreign status and
makes any other required certification or who is otherwise exempt from backup
withholding. Generally, a U.S. Holder will provide such certification on Form
W-9 (Request for Taxpayer Identification Number and Certification) and a
non-U.S. holder will provide such certification on Form W-8 BEN (Certificate of
Foreign Status of Beneficial Owner for United States Tax Withholding).

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 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.

                                       82
<PAGE>

     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. See "Description of the notes--Additional Amounts."

     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.

     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

                                       83
<PAGE>

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 the
Company or paid by the U.S. Holder, the Company 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 the Company with respect to a
senior note, and as then having paid over such withheld taxes to the Greek
taxing authorities. 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 the
Company 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

                                       84
<PAGE>

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 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

                                       85
<PAGE>

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 subject to the reporting requirements of the Exchange Act that are
applicable to a foreign private issuer. Under the Exchange Act, we are required
to file reports, including annual reports on Form 20-F; and other information
with the SEC. These reports and other information that we file with the SEC may
be obtained, upon written request, from The Bank of New York, as depositary for
the ADSs, at its Corporate Trust office. The address of this office is 101
Barclay Street, New York, New York 10286.

     These reports and other information can also 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.

     We will furnish The Bank of New York with annual reports, which will
include a description of its business and annual audited consolidated financial
statements prepared following US GAAP. We also currently intend to furnish our
shareholders with interim reports, which will include unaudited interim
consolidated financial information prepared following US GAAP. The Bank of New
York has agreed that, upon receipt of these reports, it will promptly mail them
to all record holders of ADSs. We will also furnish to The Bank of New York
summaries in English or an English version of all notices of shareholders'
meetings and other reports and communications that are made generally available
to our shareholders. The Bank of New York has agreed that it will, to the extent
permitted by law, arrange for the mailing of these documents to record holders
of ADSs.

     As a foreign private issuer, we are exempt from the rules under the
Exchange Act prescribing the furnishing and content of proxy statements to
shareholders. In addition, our officers, directors and principal shareholders
are exempt from the "short-swing profits" reporting and liability provisions
contained in Section 16 of the Exchange Act and the rules under the Exchange
Act.

I.   SUBSIDIARY INFORMATION

     Not applicable.

                                       86
<PAGE>

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

FOREIGN EXCHANGE RISK MANAGEMENT

     As of January 1, 2002, our functional currency is the Euro. Prior to that
date, our functional currency was the drachma. However, certain of our revenue,
operating costs and expenses are denominated in currencies other than the
drachma or the Euro. Transactions involving other currencies were converted into
drachmae (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 drachma equivalent (for periods prior to January 1,
2002) using exchange rates in effect at period-end. Non-drachma denominated
revenue, principally from licensing and distribution of programming outside
Greece, accounted for GRD 2,971 million ($7.8 million) or 5.5 % of total net
revenue in 2001 and GRD 5,095 million ($13.3 million), or 9.2%, of total net
revenue in 2000. Our non-drachma denominated operating costs, principally
foreign-produced programming invoiced in U.S. dollars, accounted for 4.4 % of
total net revenue in 2001 and 3.6% of total net revenue in 2000. Non-drachma
denominated indebtedness (primarily U.S. dollars and Euros) totaled GRD 81,606
million ($213.2 million) or 100 % of total indebtedness, at December 31, 2001
(including the current portion of long-term debt of GRD 173 million in 2001
versus NIL in 2000), and GRD 33,239 million ($86.8 million), or 100% of total
indebtedness, at December 31, 2000. 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 (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.

     We 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 currently 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.

                                       87
<PAGE>

     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, 2000
                                                                -----------------
FINANCIAL INSTRUMENT                                MATURITY (2007)            FAIR VALUE
--------------------                                ---------------        ----------------
                                                   (GRD)         ($)       (GRD)         ($)
<S>                                                <C>           <C>       <C>           <C>
                                                                  (IN MILLIONS)
Senior notes due 2007 ($90.3 million)........        34,569       90.3       32,311      84.4
Average interest rate........................             9.4%                   --



                                                                DECEMBER 31, 2001
FINANCIAL INSTRUMENT                                MATURITY (2007)            FAIR VALUE
--------------------                                ---------------          ----------------
                                                   (GRD)         ($)         (GRD)        ($)
                                                                  (IN MILLIONS)
Senior  notes due 2007 ($76.3 million).......        29,204       76.3         25,408      66.4
Average interest rate........................             9.4%                     --



                                                                DECEMBER 31, 2000
FINANCIAL INSTRUMENT                                MATURITY (2008)             FAIR VALUE
--------------------                                ---------------          ---------------
                                                   (GRD)         ($)         (GRD)       ($)
                                                                  (IN MILLIONS)
Senior notes due 2008 ((EURO)0  million).....          0          0            0          0
Average interest rate........................          0                      --



                                                                DECEMBER 31, 2001
FINANCIAL INSTRUMENT                                MATURITY (2008)             FAIR VALUE
--------------------                                ---------------          ----------------
                                                   (GRD)         ($)         (GRD)        ($)
                                                                  (IN MILLIONS)
Senior notes due 2008 ((EURO)150 million)....       51,113       133.5        43,445      113.5
Average interest rate........................            10.20%                   --

</TABLE>

     The average interest rate represents the stated interest rate of 9.0 % of
senior notes due 2007 in 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.

                                       88
<PAGE>

     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, 2000
FINANCIAL INSTRUMENT                                              MATURITY (2007)              FAIR VALUE
--------------------                                              ---------------          ----------------
                                                                 (GRD)         ($)         (GRD)         ($)
                                                                                (IN MILLIONS)
<S>                                                               <C>          <C>          <C>          <C>
Senior notes due 2007 ($90.3 million)..................            34,569       90.3         32,311       84.4
Average interest rate..................................                 9.4%                     --



                                                                              DECEMBER 31, 2001
FINANCIAL INSTRUMENT                                              MATURITY (2007)              FAIR VALUE
--------------------                                              ---------------          ----------------
                                                                 (GRD)         ($)         (GRD)         ($)
                                                                                (IN MILLIONS)
Senior notes due 2007 ($76.3 million)..................            29,204       76.3         25,408       66.4
Average interest rate..................................                 9.4%                     --



                                                                              DECEMBER 31, 2000
FINANCIAL INSTRUMENT                                              MATURITY (2008)              FAIR VALUE
--------------------                                              ---------------          ----------------
                                                                 (GRD)         ($)         (GRD)         ($)
                                                                                (IN MILLIONS)
Senior notes due 2008 ((EURO)0  million)...................       0             0              0          0
Average interest rate..................................           0                          --



                                                                              DECEMBER 31, 2001
FINANCIAL INSTRUMENT                                              MATURITY (2008)              FAIR VALUE
--------------------                                              ---------------          ----------------
                                                                 (GRD)         ($)         (GRD)         ($)
                                                                                (IN MILLIONS)
Senior notes due 2008 ((EURO)150 million)..................       51,113       133.5       43,445      113.5
Average interest rate..................................                10.20%                 --
</TABLE>

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

                                       89
<PAGE>

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

     Not applicable.

                                    PART II

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. RESERVED

ITEM 16. RESERVED

                                    PART III

ITEM 17. FINANCIAL STATEMENTS

     Not applicable.

ITEM 18. FINANCIAL STATEMENTS

     See pages F1 to F43

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)

     2.3  Form of Deposit Agreement among Antenna, The Bank of New York and the
          holders from time to time of American Depositary Shares, including
          Form of American Depositary Receipt (3)

     4.1  Agreement dated June 14, 2001 between Antenna and Mr. Minos Kyriakou
          relating to Antenna's investment in Athenian Capital Holdings, S.A.

     8.1  List of Subsidiaries

     ------------------
     (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).

     (3)  Incorporated by reference to Registration Statement on Form F-6
          (Registration No. 333-10018).

                                       90
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                            PAGE

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

Consolidated Statements of Operations
for the years ended December 31, 1999, 2000 and 2001...................      F-3

Consolidated Balance Sheets as of December 31, 2000 and 2001...........      F-4

Consolidated Statements of Shareholders' Equity
for the years ended December 31, 1999, 2000 and 2001...................      F-6

Consolidated Statement of Cash Flows
for the years ended December 31, 1999, 2000 and 2001...................      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, 2000 and 2001, 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, 2001.
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, 2000 and 2001, and the consolidated
results of its operations and its cash flows for each of the years in the
three-year period ended December 31, 2001, in conformity with generally accepted
accounting principles in the United States.


/s/ KPMG


Athens, Greece
February 28, 2002

                                       F-2
<PAGE>

                                 ANTENNA TV S.A.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE YEARS ENDED DECEMBER 31, 1999, 2000, 2001
      (IN THOUSANDS OF DRACHMAE AND US DOLLARS, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31,
                                                        -----------------------------------------------------------
                                            NOTES          1999           2000            2001            2001
                                            -----          ----           ----            ----            ----
                                                          (GRD)           (GRD)           (GRD)            ($)
<S>                                       <C>             <C>            <C>             <C>               <C>
Advertising revenue................                       35,126,406     39,590,700      38,690,330         101,064
Related party revenue..............           6            2,005,550      1,653,057       1,971,157           5,149
Publication revenue................                        1,805,768      7,706,182       6,952,161          18,160
Other revenue......................         2, 23            842,397      6,314,862       6,255,662          16,340
                                                          ----------     ----------      ----------      ----------
Total net revenue..................           31          39,780,121     55,264,801      53,869,310         140,713
                                                          ----------     ----------      ----------      ----------
Cost of sales......................                        7,976,394     16,253,580      21,570,289          56,344
Selling, general and
     administrative expenses.......                        4,780,493      7,197,228       9,538,888          24,917
Amortization of programming costs..           8           12,095,871     13,571,549      14,906,626          38,938
Depreciation and amortization......       9, 10, 11          852,561      1,418,849       2,637,500           6,889
                                                          ----------     ----------      ----------      ----------
Operating income...................                       14,074,802     16,823,595       5,216,007          13,625
Interest expense, net..............   2, 13, 14, 15, 16   (2,699,564)    (3,306,297)     (6,351,421)        (16,591)
Foreign exchange (losses), net.....           24          (1,973,089)    (2,984,412)     (1,717,631)         (4,487)
Equity in net income (loss) in
     unconsolidated affiliate......           7               24,680          2,287          (1,567)             (4)
Related party commission income....           6              434,534         47,875              --              --
Other income (expense), net........           25           1,529,045       (435,060)    (12,918,460)        (33,744)
Minority interest in (income) loss
     of consolidated entities......                          (58,119)       (85,313)        485,046           1,267
                                                          ----------     ----------      ----------      ----------
Earnings (loss) before income taxes                       11,332,289     10,062,675     (15,288,026)        (39,934)
Provision (benefit) for income
     taxes.........................           18           4,570,336      3,011,400      (4,824,406)        (12,602)
                                                          ----------     ----------      ----------      ----------
Earnings before extraordinary gain
     and change in accounting
     principle.....................                        6,761,953      7,051,275     (10,463,620)        (27,332)
Extraordinary gain on repurchase
     of Senior Notes (net of
     income taxes of GRD 83,244
     and GRD 68,296)...............           14                  --        124,867         113,845             297
Cumulative effect of a change in
     accounting principle (net of
     income taxes of GRD 118,181)..           2                                  --        (196,969)           (514)
                                                          ----------     ----------      ----------      ----------
Net income (loss)..................                        6,761,953      7,176,142     (10,546,744)        (27,549)
                                                          ==========     ==========      ==========      ==========
Basic and diluted earnings (loss)
     per share before
     extraordinary gain and
     cumulative effect of the
     change in accounting principle           2                354.4          355.2          (527.1)           (1.4)
                                                          ==========     ==========      ==========      ==========
Basic and diluted earnings per
     share on extraordinary gain
     on repurchase of Senior Notes.                               --            6.3             5.7              --
                                                          ==========     ==========      ==========      ==========
Basic and diluted (loss) per share
     of change in accounting
     principle.....................                                             --             (9.9)             --
                                                          ==========     ==========      ==========      ==========
Basic and diluted earnings (loss)
     per share.....................           2                354.4          361.5          (531.3)           (1.4)
                                                          ==========     ==========      ==========      ==========
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2001
                        balances is GRD 382.83 to $ 1.00

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, 2000 AND 2001
                    (IN THOUSANDS OF DRACHMAE AND US DOLLARS)


                                     ASSETS

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                              --------------------------------------------
                                                  NOTES            2000               2001            2001
                                                  -----            ----               ----            ----
                                                                  (GRD)              (GRD)             ($)
<S>                                               <C>              <C>                <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents............                       8,426,343         35,641,773         93,101
   Marketable equity securities.........            7          4,113,740          2,801,361          7,318
   Restricted cash......................                         251,184             15,141             40
   Accounts receivable, less allowance
        for doubtful accounts of
        GRD 1,604,281 in 2000 and
        GRD 1,918,985 in December 2001..            4         24,931,314         26,956,732         70,414
   Inventories..........................            5            703,847            739,922          1,933
   Due from related parties.............            6          4,200,857          6,351,191         16,590
   Advances to related parties..........            6            335,194            984,122          2,571
   Advances to third parties............                       3,515,043          3,390,454          8,856
   Deferred tax assets..................           18                 --            586,106          1,531
   Prepaid expenses and other current
        assets..........................                         381,722            163,831            428
   Income and withholding tax advances..                       1,157,072            704,527          1,840
                                                               ---------            -------          -----
      Total current assets..............                      48,016,316         78,335,160        204,622
                                                              ----------         ----------        -------

Investments.............................            7              7,610          4,611,949         12,047
Property and equipment, net.............            9          7,302,374          8,375,154         21,877
Broadcast, transmission and printing
     equipment under capital leases, net           10          1,390,750          1,621,894          4,237
Deferred charges, net...................            2          1,213,055          2,455,956          6,415
Programming costs.......................            8         26,708,287         28,697,791         74,962
Due from related party..................            6          3,573,606          3,835,336         10,018
Advances to related parties.............            6            201,257             52,178            136
Goodwill and other intangible assets,
     net................................          2, 11        2,293,163          2,234,650          5,837
Deferred tax assets.....................           18          1,473,649          1,924,561          5,027
Other assets............................           12          3,107,763          3,134,856          8,189
                                                               ---------          ---------          -----
      Total assets......................                      95,287,830        135,279,485        353,367
                                                              ==========        ===========        =======
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2001
                        balances is GRD 382.83 to $ 1.00

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, 2000 AND 2001
                    (IN THOUSANDS OF DRACHMAE AND US DOLLARS)

                       LIABILITIES & SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                --------------------------------------------
                                                  NOTES           2000               2001               2001
                                                  -----           ----               ----               ----
                                                                 (GRD)              (GRD)               ($)
<S>                                               <C>             <C>                <C>                <C>
CURRENT LIABILITIES:
   Bank overdrafts and short-term
        borrowings.......................          13           13,297,921          5,960,200        15,569
   Current portion of obligations under
        capital leases...................          16              307,972            353,928           925
   Current portion of long-term debt.....          15                   --            173,265           452
   Trade accounts, notes and cheques
        payable..........................                        9,838,473          8,901,595        23,252
   Program license payable...............                        1,968,949          4,477,647        11,696
   Customer advances.....................                          432,276            265,982           695
   Payable to related parties............           6                   --              1,592             4
   Accrued interest......................        13, 14          1,252,434          3,819,317         9,977
   Accrued expenses and other current
        liabilities......................          17            4,144,440          5,124,741        13,386
   Income taxes payable..................          18            1,824,823            660,434         1,725
   Deferred tax liability................          18              839,761            860,501         2,248
   Current portion of other long-term
        liability........................          19              559,483                 --            --
                                                                ----------         ----------        ------
      Total current liabilities..........                       34,466,532         30,599,202        79,929
                                                                ----------         ----------        ------

LONG-TERM LIABILITIES:
   Senior Notes..........................          14           32,633,513         80,316,687       209,797
   Long-term debt .......................          15                   --            199,850           522
   Long-term obligations under capital
        leases...........................          16              605,239            916,028         2,393
   Payable to related parties............           6              185,000            135,000           353
   Employee retirement benefits..........          20              541,043            517,130         1,351
   Long-term provisions..................          30              253,249            166,162           434
                                                                ----------         ----------        ------
      Total liabilities..................                       68,684,576        112,850,059       294,779
                                                                ----------         ----------        ------

Minority interests.......................                          736,282            251,236           656
                                                                ----------         ----------        ------

SHAREHOLDERS' EQUITY:
   Share capital.........................          21            1,984,944          1,984,944         5,185
   Additional paid--in capital............         21           28,714,904         28,714,904        75,007
   Retained earnings accumulated (deficit)                       2,024,754         (8,521,990)      (22,261)
   Accumulated other comprehensive (loss)                       (6,857,630)               332             1
                                                                ----------         ----------        ------
      Total shareholders' equity.........                       25,866,972         22,178,190        57,932
                                                                ----------         ----------        ------
Commitments and contingencies............        29, 30                 --                 --            --
   Total liabilities and shareholders'
        equity...........................                       95,287,830        135,279,485       353,367
                                                                ==========        ===========       =======
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2001
                        balances is GRD 382.83 to $ 1.00

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, 1999, 2000 AND 2001
                           (IN THOUSANDS OF DRACHMAE)

<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, 1998. 1,676,944   3,752,500  2,624,187  (14,537,528) (11,913,341)          --    (6,483,897)           --
Net income for the year            --          --         --    6,761,953    6,761,953           --     6,761,953            --
Issuance of 3,080,000
     common shares .......    308,000  24,962,404         --           --           --           --    25,270,404            --
Transfer of statutory
     earnings to
     legal, tax free
     and other reserves ..         --          --     228,418    (228,418)          --           --            --            --
                            ---------  ----------   ---------   ---------    ---------     --------    ----------     ---------
BALANCE DECEMBER 31, 1999.. 1,984,944  28,714,904   2,852,605  (8,003,993)  (5,151,388)          --    25,548,460            --
Net income for the year            --          --          --   7,176,142    7,176,142           --     7,176,142     7,176,142
Unrealized loss on
     available for
     sale equity
     securities, net
     of GRD 4 571 596
     tax benefit..........                                                               (6,857,395)   (6,857,395)   (6,857,395)
Currency translation
     adjustment...........         --          --          --          --           --         (235)         (235)         (235)
                                                                                                                     -----------
Total comprehensive
     income...............         --          --          --          --           --           --            --       318,512
                                                                                                                     ===========
Transfer of statutory
     earnings to
     legal, tax free
     and other reserves ..         --          --     252,709    (252,709)          --           --            --
                            ---------  ----------   ---------   ---------    ---------    ---------    ----------    -----------
BALANCE DECEMBER 31, 2000.. 1,984,944  28,714,904   3,105,314  (1,080,560)   2,024,754   (6,857,630)   25,866,972
Net (loss) for the year            --          --          -- (10,546,744) (10,546,744)          --   (10,546,744)  (10,546,744)
Realization of other
     than temporary
     loss of
     marketable equity
     securities...........                                                                6,857,395     6,857,395     6,857,395
Currency translation
     adjustment...........         --          --          --          --          --           567           567           567
                                                                                                                           ---
Total comprehensive
     income (loss)........         --          --          --          --          --                         --     (3,688,782)
                                                                                                                     ==========
Transfer of statutory
     earnings to
     legal, tax free
     and other reserves ..         --          --     191,675    (191,675)         --           --            --
                            ---------  ----------   ---------  -----------  ----------    --------    ----------
BALANCE DECEMBER 31, 2001.. 1,984,944  28,714,904   3,296,989 (11,818,979) (8,521,990)         332    22,178,190
                            =========  ==========   =========  ===========  ==========    ========    ==========
</TABLE>

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, 1999, 2000 AND 2001
                    (IN THOUSANDS OF DRACHMAE AND US DOLLARS)
<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                            -------------------------------------------------
                                                            1999           2000            2001          2001
                                                            ----           ----            ----          ----
                                                           (GRD)           (GRD)          (GRD)           ($)
<S>                                                         <C>             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss).............................       6,761,953      7,176,142     (10,546,744)     (27,549)
   Adjustments to reconcile net income to net
        cash.....................................
   Extraordinary gain from repurchase of Senior
        Notes....................................              --       (124,867)       (113,845)        (297)
   Cumulative effect of a change in accounting
        principle................................              --             --         196,969          515
   Deferred income taxes.........................       4,380,122        772,410      (5,469,693)     (14,288)
   Minority interest on acquired entities........          58,119         85,313        (485,046)      (1,267)
   Equity in net loss (income) of unconsolidated
        affiliate................................         (24,680)        (2,287)          1,567            4
   Amortization of debt issuance expenses........         226,731        218,982         451,006        1,178
   Amortization of premium on foreign exchange
        contract and loss option.................       1,224,719             --              --
   Write down in marketable equity securities....              --             --      12,741,370       33,282
   Depreciation of property and equipment and
        capital leases and amortization of
        programming costs, goodwill and other
        intangibles..............................      12,984,432     14,990,398      17,544,126       45,827
   Provision for other long-term liabilities.....          37,000        112,979              --           --
   Provision for employee retirement benefits....          56,000         70,000          82,000          214
   Change in current assets and liabilities
      (Increase) in accounts and other receivable      (1,005,224)    (2,476,587)     (1,966,828)      (5,138)
      (Increase) in due from/to related parties..        (848,743)    (1,173,641)     (2,960,322)      (7,733)
      (Increase) in programming costs............     (13,204,588)   (17,063,658)    (16,836,531)     (43,979)
      Decrease (increase) in prepaid and licensed
          programming expenditures...............         514,877     (3,739,338)       (374,947)        (979)
      Increase (decrease) in trade accounts,
          notes and cheques payable..............         665,373       (194,873)     (1,000,073)      (2,612)
      (Decrease) increase in licensed program
          payable................................         (68,375)      (569,996)      2,508,698        6,553
      (Increase) in inventories..................         (99,102)      (265,316)        (36,075)         (94)
      (Decrease) increase in customer advances...        (142,762)       104,906        (166,294)        (434)
      (Decrease) increase in accrued expenses
          and other liabilities..................      (6,901,883)    (1,261,247)      2,627,461        6,863
      Increase (decrease) in income taxes payable         131,417      1,440,583      (1,164,389)      (3,042)
      Other, net.................................        (375,726)    (2,780,116)        816,693        2,133
                                                         --------     ----------         -------        -----
      Total adjustments..........................      (2,428,293)   (11,856,355)      6,395,847       16,706
                                                       ----------    -----------       ---------       ------
Net cash provided (used) in operating activities.       4,333,660     (4,680,213)     (4,150,897)     (10,843)
                                                        ---------     ----------      ----------      -------
CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition and right of acquisition of
     businesses, net of cash.....................     (11,160,154)    (5,468,876)     (4,611,905)     (12,047)
   Acquisition of marketable equity securities...              --    (15,542,731)             --           --
   Dividends received............................          38,579         70,890              --           --
   Purchase of assets under capital leases.......              --             --        (570,088)      (1,489)
   Purchase of fixed assets......................        (915,627)    (3,687,890)     (2,918,734)      (7,624)
                                                         --------     ----------      ----------       ------
Net cash (used) in investing activities..........     (12,037,202)   (24,628,607)     (8,100,727)     (21,160)
                                                      -----------    -----------      ----------      -------
CASH FLOW FROM FINANCING ACTIVITIES
   Issuance of common shares.....................      25,270,404             --              --           --
   Proceeds from Senior Notes....................              --             --      51,112,500      133,512
   Debt issuance costs...........................              --             --      (1,856,195)      (4,849)
   Proceeds from long-term debt..................              --             --         334,126          873
   Redemption of Senior Notes....................      (1,185,994)    (7,055,210)     (4,910,752)     (12,827)
   (Decrease) increase in bank overdrafts and
        short term borrowings, net...............        (487,604)    10,019,810      (7,337,721)     (19,168)
   (Increase) decrease in restricted cash........        (425,266)       174,082         236,043          617
   Increase in lease obligation..................                                        570,088        1,489
   Repayments of capital lease obligations.......        (116,928)      (177,616)       (313,343)        (818)
                                                         --------       --------        --------         ----
Net cash provided by financing activities........      23,054,612      2,961,066      37,834,746       98,829
                                                       ----------      ---------      ----------       ------
Effect of exchange rate changes on cash..........       5,120,825      3,001,935       1,632,308        4,264
Increase (decrease) in cash......................      20,472,075    (23,345,819)     27,215,430       71,090
Cash at beginning of year........................      11,300,087     31,772,162       8,426,343       22,011
                                                       ----------     ----------       ---------       ------
Cash at end of period............................      31,772,162      8,426,343      35,641,773       93,101
                                                       ==========      =========      ==========       ======
Supplemental disclosure of cash flow information.
   Cash paid for interest........................       3,380,494      3,991,294       3,983,698       10,406
   Cash paid for income taxes....................              --        789,029         387,867        1,013
</TABLE>
     Exchange rate for the convenience translation of the December 31, 2001
                        balances is GRD 382.83 to $ 1.00

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--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)


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. These activities are
primarily conducted through subsidiaries in Greece.

     Until September 1, 1998 the principal activities included sale of
advertising spots on television (see below). After September 1, 1998 the
consolidated financial statements include the results of other businesses. See
acquisitions of entities under common control.

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 drachmae and U.S.
dollars, except share data and exchange rates.

ACQUISITIONS OF ENTITIES  UNDER COMMON CONTROL

     On May 6, 1999 the Company acquired the following interests: a 51% interest
in Audiotex S.A. ("Audiotex"), a company that generates revenue from the sale of
audiotext (for a purchase price of $7.25 million); a 99.97% interest in Antenna
R.T. Enterprises ("Antenna Radio"), which owns Antenna FM (97.1 FM), a
combination news/talk and music radio station serving the greater Athens area
(for a purchase price of $16.25 million plus the assumption of approximately
$5.2 million of indebtedness); a 100% interest in Antenna Spoudastiki Ltd.
("Antenna Spoudastiki"), which operates a training centre for journalists and
other media personnel (for a purchase price of $6.0 million); and a 100%
interest in Pacific Broadcast Distribution Ltd.. ("Pacific Broadcast"), which
rebroadcasts the Company's programming in Australia through a joint venture (for
a purchase price of $3.5 million). Each of the companies whose interests were
acquired was previously affiliated with or controlled by members of the family
of Mr. Minos Kyriakou, the Company's Chairman.

     These business combinations were among companies under common control and
have been accounted for "as if" a pooling of interest had occurred for periods
subsequent to September 1, 1998, the date that the companies came under common
control for accounting purposes. Accordingly, the balance sheet, as at December
31, 1998 and the consolidated statements of operations, cash flows and
shareholders' equity for the year ended December 31, 1998 have been restated.
Because the business combinations are among companies under common control they
have been consolidated based upon their value and historical results of
operations, respectively. The cash amounts paid for the companies acquired , in
excess of their book values, have been treated as a dividend to the selling
shareholders.

     The total purchase price of all the businesses amounting to $38.2 million,
comprised of cash consideration of $33.0 million and the assumption of $5.2
million of debt. The total cash purchase price of GRD 10,040 million exceeded
the book value of the acquired companies by GRD 11,969 million, resulting in a
deemed dividend to the shareholders.

                                       F-8
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

ACQUISITIONS OF UNRELATED BUSINESSES

     i) YEAR ENDED DECEMBER 31, 1999

     On October 27, 1999, Antenna TV purchased a 51% interest in Daphne
Communications S.A. ("Daphne"), a Greek publishing company, for a total
consideration of GRD 1,210 million. 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 their operations included from the date of
acquisition. Based on fair value GRD 300 million has been allocated to net
tangible assets, GRD 200 million to magazine rights and GRD 787 million to
goodwill. On a pro forma basis, reflecting this acquisition as if it had taken
place at the beginning of the 1999 year and after giving effect to adjustments
recording the acquisitions, unaudited net revenues, net earnings and basic and
diluted earnings per share would have been GRD 46,490,693, GRD 6,313,429 and GRD
318.6, respectively. These pro forma results are not indicative of either future
performance or actual results which would have occurred had these acquisitions
taken place at the beginning of the respective period.

    ii) YEAR ENDED DECEMBER 31, 2000

     On February 7, 2000 Antenna TV acquired the remaining 49% interest in
Audiotex that it did not already own from Legion International S.A., a Lagardere
Group company, for total consideration of GRD 55 045 and an increase in the
royalty fee to Legion International S.A. from 7.5% to 12.0% of Audiotex's annual
revenue for 10 years. The term of the amended royalty agreement is from January
1, 2000 to January 1, 2010. 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 their operations included from the date of
acquisition. The Company has recorded the total consideration to date of GRD
172,116 which has been allocated to goodwill and other intangibles during the
year ended December 31, 2001. The incremental increase in the royalty payment of
4.5% for the next 5 years and the payment of 12% royalty for an additional five
years, represents the additional consideration payable for the acquired interest
and will be recorded as additional element of the cost of the acquired entity,
and will be amortized over 10 years. Audiotex's revenues for the year ended
December 31, 2001 amounted to GRD 1,940 million. Assuming the revenues remained
the same over the remaining years the additional consideration paid would be
approximately GRD 1,513 million. However, the ultimate amount to be paid will
only be determined at the end of each period. The additional elements of cost
are recorded when the contingency is resolved and the consideration is issuable.

     In August 2000, Antenna TV became a 40% shareholder in a newly established
company, Antenna Optima S.A. whereby GRD 8 million was contributed as an initial
investment. This investment is accounted for by the equity method as Antenna TV
does not own a controlling interest.

     On August 4, 2000, the Company acquired interests in three Bulgarian media
companies for total consideration including related expenses of GRD 1,368
million. The acquisition includes a 100% interest in Nova Television AD a 100%
interest in Multimex I.D. AD and a 92% interest in Radio Express. In November
2000, an additional 7% interest in Radio Express was purchased for GRD 11,988.
In 2001, the remaining 1% interest was purchased for Bulgarian Levy of 23,000
(GRD 4 million). 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 their operations included from the dates of acquisition.
Based on fair value, GRD 1,356 million has been allocated to goodwill.

     On October 9, 2000, the Company acquired a 100% interest in Part Time S.A.
for total cash consideration of GRD 883.4 million. This acquisition was
accounted for using the purchase method and, accordingly, net assets acquired
have been recorded at their fair value and the results of their operations
included from the date of acquisition. Based on fair value, GRD 644.6 million
has been allocated to land and GRD 53.3 million to goodwill.

                                       F-9
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     On a pro forma basis, reflecting the acquisitions of the three Bulgarian
media companies and Part Time S.A. as if they had taken place at the beginning
of the year, and after giving effect to adjustments recording the acquisitions,
unaudited net revenues, net earnings and basic and diluted earnings per share
would have been GRD 56,030 million, GRD 7,112 million and GRD 358.3,
respectively. These pro forma results are not indicative of either future
performance or actual results which would have occurred had these acquisitions
taken place at the beginning of the respective period.

     iii)  YEAR ENDED DECEMBER 31, 2001

     In January 2001, the Company acquired a 51% interest in Blues Hall EPE for
cash consideration of GRD 6.1 million. 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, GRD 313.6 million has been
allocated to goodwill.

     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 GRD 20 million.

     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 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 (including voting capabilities) concerning BIG BROTHER.

     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) concerning BIG BROTHER.

     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
GRD 16 million. VIPS 24 is fully consolidated with Antenna Internet.

     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
GRD 15 million 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 Ltd and CYP 5,000 was contributed as an initial investment. The activities
of Antenna Pay TV and Antenna Gold have not yet commenced

     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. This
investment has been accounted for at cost. The Company has the option to acquire
an additional 10% interest within two years from closing at the fair market
value.

                                      F-10
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     Pursuant to the Channel Distribution Agreement, Antenna has agreed to
license to the NetMed group of companies in Greece and Cyprus certain television
channels via pay television systems for a period of 5 years. Initially, Antenna
will license within 2002 a twenty four hour television channel called "Antenna
Gold". Antenna expects to generate a revenue based on a fee per subscriber once
the channel is launched.

     In October 2001, Antenna TV and MultiChoice Hellas concluded an agreement
under which Antenna TV assigned the right to distribute BIG BROTHER to
MultiChoice Hellas through a channel on the Nova bouquet. The right expired on
December 31, 2001. During the period of the agreement Antenna received a fee
related to the number of new subscribers.

BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

     In July 2001, the FASB issued 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.
Statement 141 is effective immediately, except with regard to business
combinations initiated prior to July 1, 2001, which it expects to account for
using the pooling--of--interests method and Statement 142 is effective January
1, 2002. Furthermore, any goodwill and any intangible asset determined to have
an indefinite useful life that are acquired in a purchase business combination
completed after June 30, 2001 will not be amortized, but will continue to be
evaluated for impairment in accordance with the appropriate pre--Statement 142
accounting literature. Goodwill and intangible assets acquired in business
combinations completed before July 1, 2001 will continue to be amortized prior
to the adoption of Statement 142.

     Statement 141 will require upon adoption of Statement 142, that the Company
evaluate its existing intangible assets and goodwill that were acquired in a
prior purchase business combination, and to make any necessary reclassifications
in order to conform with the new criteria in Statement 141 for recognition apart
from goodwill. Upon adoption of Statement 142, the Company will be required to
reassess the useful lives and residual values of all intangible assets acquired
in purchase business combinations, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. In addition,
to the extent an intangible asset is identified as having an indefinite useful
life, the Company will be required to test the intangible asset for impairment
in accordance with the provisions of Statement 142 within the first interim
period. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period.

     In connection with the transitional goodwill impairment evaluation,
Statement 142 will require 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 must identify its reporting units and determine 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. The Company will then have up to six months from the
date of adoption to determine the fair value of each reporting unit and compare
it to the reporting unit's carrying amount. To the extent a reporting unit's
carrying amount exceeds its fair value, an indication exists that the reporting
unit's goodwill may be impaired and the Company must perform the second step of
the transitional impairment test. In the second step, the Company must compare
the implied fair value of the reporting unit's goodwill, determined by
allocating the

                                      F-11
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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 would be measured as
of the date of adoption. This second step is required to be completed as soon as
possible, but no later than the end of the year of adoption. Any transitional
impairment loss will be recognized as the cumulative effect of a change in
accounting principle in the Company's statement of earnings.

     As of the date of adoption, the Company expects to have unamortized
goodwill and other intangible assets of approximately GRD 2,234,650 all of which
may be subject to the transition provision of Statements 141 and 142. The
related amortization expense totaled GRD 168,868 and GRD 459,871 for the years
ended December 31, 2000 and 2001, respectively.

     Impairment losses, if any, from the initial application of these statements
will be reported as a cumulative effect change in accounting principle, net of
tax. The Company has not yet determined the impact that these statements will
have on its consolidated financial statements.

         PRINCIPLES OF CONSOLIDATION AND ACCOUNTING FOR INVESTMENT

     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 GRD 20 million, 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 stockholders' 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.

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

                                      F-12
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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 were converted into drachmae (will be
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 Greek drachma 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 earnings.

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) 101, Revenue Recognition in Financial Statements, in December
1999. SAB 101 summarizes certain of the SEC staff's views in applying US
generally accepted accounting principles to revenue recognition in financial
statements. During the fourth quarter of 2000, the Company performed a review of
its revenue recognition policies and believes that the Company is in compliance
with SAB 101.

     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.

     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.

                                      F-13
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     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) concerning Big
Brother, in exchange for a fee are recognised as revenue when the services are
rendered. Revenue earned from web site updates in exchange for a fee are
recognised 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 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 ended December 31, 1999, 2000 and 2001
totaled GRD 226,731, GRD 218,982 and GRD 451,006 respectively, and is included
in interest expense in the accompanying consolidated statements of operations.

COMPREHENSIVE INCOME (LOSS)

     Comprehensive income (loss) is comprised primarily of gains and losses
arising on the translation of foreign currency financial statements and also
includes unrealized gains and losses on certain available for sale investments,
net of tax.

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 on 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

                                      F-14
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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 GRD 196,969. 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.

     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 Financial Accounting Standards Board Emergency Issues Task
Force (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 GRD 417,958. No such costs were
incurred for the year ended December 31, 2000 as the Company commenced Internet
related activities in 2001.

ADVERTISING

     In accordance with SOP 00--2 the Company expenses advertising costs for
television productions.

                                      F-15
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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 are 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).

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

     Goodwill and other intangible assets, net are composed of magazine rights,
as well as the excess of costs over the fair value of net assets of acquired
businesses. The excess of cost over the fair value of the business acquired is
amortized on a straight--line basis over 5 to 20 years. Other acquired
intangibles are amortized on a straight -line basis over their estimated useful
lives, not in excess of five years. The Company continually evaluates the
recoverability of its intangible assets to determine whether current events or
circumstances warrant adjustments to the carrying value. Such evaluation may be
based on current and projected income and cash flow from operations of related
businesses on an undiscounted basis as well as other economic and market
variables.

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.

                                      F-16
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

EMPLOYEE RETIREMENT BENEFITS

     As more fully discussed in Note 20, employee retirement benefits are
provided for on an accrual basis.

INCOME TAXES

     Income taxes have been accounted for using the liability method in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 109.
Deferred tax assets and liabilities are recorded for the expected future tax
consequences of temporary differences between the carrying amounts and tax basis
of assets and liabilities. Deferred taxes are measured using currently
applicable tax rates.

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, 1999, 2000 and 2001 net
revenue derived from barter transactions amounted to GRD 309,919, GRD 108,940
and GRD 484,057, respectively.

     The Company's major source of revenue is derived in Greece (see Note 31).

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, 2000 and 2001, the Company had obtained
letters of guarantee in respect of approximately 1.5% and 3.7% of receivables,
respectively.

     The Company earned 5.0% (GRD 2,005,550), 3% (GRD 1,653,057) and 3.7% (GRD
1,971,157) of net revenues from related companies for the years ended December
31, 1999, 2000 and 2001, respectively. Accounts receivable relating to related
parties as of December 31, 2000 and 2001 represented 16.8% and 23.6% of accounts
receivable, respectively. Related party revenue denominated in foreign currency
amounted to GRD 1,561,400, GRD 883,598 and GRD 1,303,197 for the years ended
December 31, 1999, 2000 and 2001, respectively. The related receivables are
subject to foreign currency risk.

     Advances to related parties represents 13% and 23% of total advances at
December 31, 2000 and 2001, 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, 1999,
2000 and 2001 no one advertiser accounted for 10% or more of total net revenue.

IMPAIRMENT OF LONG--LIVED ASSETS

     The Company continually evaluates the recoverability of using the
methodology prescribed in Statement of Financial Accounting Standards (SFAS) No.
121. Accounting for the Impairment of Long--Lived Assets and

                                      F-17
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

Long--Lived Assets to Be Disposed Of. The Company also reviews the related
intangible assets for impairment whether current events or circumstances
indicate that the carrying amount of the assets may not be recoverable.

     Upon the occurrence of such an event or change in circumstances, recover
ability of these assets is 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 is determined to be unable to recover the carrying amount of its
assets, then intangible assets are written down first, followed by the other
long--lived assets of the operation, to fair value. Fair value is 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, 1999, 2000 and 2001. Basic earnings per share
and diluted earnings per share are equal as the Company does not have any
dilutive securities outstanding. The earnings per share for the year ended
December 31, 1999 have been adjusted to properly calculate the weighted average
number of shares.

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.

NEW ACCOUNTING PRONOUNCEMENTS

     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

                                      F-18
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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 not yet
determined the impact that this statement may have on the consolidated financial
statements.

     ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG--LIVED ASSETS

     In September 2001, FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long--Lived Assets, that replaced FASB Statement No. 121,
Accounting for the Impairment of Long--Lived Assets to Be Disposed Of. The
primary objectives were to develop one accounting model, based on the framework
established in Statement 121, for long--lived assets to be disposed of by sale
and to address significant implementation issues.

     The accounting model for long--lived assets to be disposed of by sale
applies to all long--lived assets, including discontinued operations, and
replaces the provisions of APB Opinion No. 30, Reporting Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, for the disposal
of segments of a business. Statement 144 requires that those long--lived assets
be 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 will no longer be measured at net realizable
value or include amounts for operating losses that have not yet occurred.

     Statement 144 also broadens the reporting of discontinued operations to
include all components of an entity with operations that can be distinguished
from the rest of the entity and that will be eliminated from the ongoing
operations of the entity in a disposal transaction. The new reporting
requirements for discontinued operations will allow an entity to more clearly
communicate in the financial statements a change in its business that results
from a decision to dispose of operations and, thus, provide users with
information needed to better focus on the ongoing activities of the entity.

     The provisions of Statement 144 are effective for financial statements
issued for fiscal years beginning after December 15, 2001, and, generally, are
to be applied prospectively. The Company believes that the adoption of the
standard will not have a material impact on the consolidated financial
statements for the quarter ending March 31, 2002.

3.   TRANSLATIONS OF DRACHMAE INTO US DOLLARS

     The consolidated financial statements are stated in drachmae. Any
translation of drachma amounts into U.S. Dollars is at GRD 382.83 = $1.00 and
are included solely for the convenience of the reader. The translation of Greek
drachma amounts is based on the noon buying rate in New York on December 31,
2001 for Euro of Euro 1.1235 = $1.00, then translated based on the legal rate of
exchange from Euros to drachmae of Euro 1.00 = 340.75. The convenience
translation should not be construed as representations that the drachma 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.

                                      F-19
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

4.   ACCOUNTS RECEIVABLE

     Accounts receivable are analyzed as follows:

                                                           DECEMBER 31,
                                                           ------------
                                                       2000             2001
                                                       ----             ----
Trade............................................   25,837,533      28,388,404
Less: allowance for doubtful accounts............   (1,604,281)     (1,918,985)
                                                    ----------      ----------
                                                    24,233,252      26,469,419
                                                    ----------      ----------

OTHER:
   Value added tax...............................      387,062          70,023
   Employee advances.............................      311,000         417,290
                                                       -------         -------
                                                       698,062         487,313
                                                       -------         -------
                                                    24,931,314      26,956,732
                                                    ==========      ==========

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
   Beginning balance.............................    1,834,794       1,604,281
   Write offs....................................     (597,596)             --
   Provision for bad debts.......................      367,083         314,704
                                                       -------         -------
   Ending balance................................    1,604,281       1,918,985
                                                     =========       =========

5.   INVENTORIES

     Inventories are analyzed as follows:

                                                           DECEMBER 31,
                                                          ------------
                                                       2000             2001
                                                       ----             ----
Raw materials....................................     120,893         168,504
Work--in--progress...............................      43,285           1,192
Merchandise......................................     539,669         570,226
                                                      -------         -------
                                                      703,847         739,922
                                                      =======         =======

     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.

                                      F-20
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     Balances from related companies are as follows:

                                                           DECEMBER 31,
                                                           ------------
                                                      2000              2001
                                                      ----              ----
ACCOUNTS RECEIVABLE
   Current:
      Antenna Satellite TV......................... 2,228,016         2,798,646
      Antenna Optima S.A...........................        --               647
      Epikinonia EPE...............................    86,418           326,147
      Antenna TV Ltd. (Cyprus)..................... 1,252,148         1,558,367
      Antenna Satellite Radio......................    99,632           132,525
      Echos and Rhythmos EPE.......................    49,600           114,182
      Makedonia TV S.A. (note 12)..................   485,043         1,420,677
                              --                      -------         ---------
                                                    4,200,857         6,351,191
                                                    =========         =========
   Long-term:
      Antenna Satellite TV......................... 3,573,606         3,835,336
                                                    =========         =========
ADVANCES
   Current:
      Antenna Satellite Communications S.A.........        --             7,532
      Antenna Optima S.A...........................        --             3,814
      Echos and Rhythmos EPE.......................   168,165           495,825
      Makedonia TV S.A.............................        --           337,133
      Catalogue Auctions Hellas S.A................   167,029           139,818
                                                      -------           -------
                                                      335,194           984,122
                                                      =======           =======
   Long-term:
      JVFM - Epikinonia............................    46,120            18,020
      Epikinonia Ltd...............................    34,158            34,158
      Antenna TV Ltd. (Cyprus).....................   120,979                --
                                                      -------            ------
                                                      201,257            52,178
                                                      =======            ======
ACCOUNTS PAYABLE
   Current
      Makedonia TV S.A.............................                          17
      Echos and Rythmos EPE........................        --             1,575
                                                      -------            ------
                                                           --             1,592
                                                      =======             =====
   Long-term:
      Payable to minority shareholders of Daphne
        Communications S.A.........................   185,000           135,000
                                                      =======           =======

     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 ($75,000 to $80,000 per month
in 2000 and $80,000 to $85,000 per month in 2001). In 1999, 2000 and 2001,
Antenna recognized GRD 1,089,868, GRD 306,199 and GRD 523,754, respectively of
license fees. The accounts receivable have been personally guaranteed by Mr.
Minos Kyriakou.

     Antenna has entered into an agreement with Audiotex S.A. to provide dead
time pursuant to which the Company receives a commission of 50% from January 1,
1999 to January 1, 2005. Antenna has also entered into an agreement to provide
management consulting and production services to Audiotex related to sales and
promotions in media other than Antenna in return for a royalty of 7.8% of the
gross annual revenue arising from such activities payable from July 1, 1995
through January 1, 2005. Antenna also subleases its office and studio space to
Audiotex for a monthly rental fee of GRD 1,000 for the period January 1, 2000 to
December 31, 2000 and GRD 1,037 for the period January 1, 2001 to September 30,
2001 and GRD 1,080 for the period October 1, 2001 to December 31, 2001. Studio
equipment and other machinery are leased to Audiotex for a fee of GRD 270 for
the period January 1,

                                      F-21
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

2000 to December 31, 2000. No such fees were charged in 2001. Upon the
acquisition of the 49% interest in Audiotex that the Company did not already own
from Legion (refer to Note 2) on February 7, 2000 the related party transactions
and account balances are eliminated upon consolidation from the date of
acquisition.

     The Company provides production facilities and technical and administrative
services to Epikinonia EPE, a company where one of the previous shareholders of
the Company was a shareholder and director, through August 1998 for a fee of up
to 75% of Epikinonia's revenue commencing January 11, 1996. As of January 1,
1997 the fee was adjusted to 85%.

     The Company has entered into an agreement with Antenna R.T. Services Ltd.
(now known as Antenna TV Ltd. (Cyprus)), a company to which the General Manager
of the Company is a General Manager, pursuant to which the Company earned
royalties of 9% up to August 31, 1994 and commencing September 1, 1994 11% for
the next three years and 12% thereafter on the advertising revenues of Antenna
TV Ltd. (Cyprus). In 2001 the Company sold the rights to air BIG BROTHER for GRD
296 million.

     During 1997, the Company acquired a 50% share in a newly formed company
called Catalogue Auctions Hellas S.A. ("Catalogue Auctions"). Advances are
receivable from this company.

     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% 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, 2000 and 2001 amounted to GRD
42,000 and GRD 22,084, respectively.

     The payable to the minority shareholders of Daphne represents a long-term
loan of GRD 185,000 and GRD 135,000 bearing interest at a rate of ATHIBOR +3%
per annum for the years ended December 31, 2000 and 2001 respectively . The loan
matures on May 24, 2004. Interest expense for the year ended December 31, 2000
and 2001 amounted to GRD 10,251 and GRD 13,291 respectively.

     Approximately the 15% of Athenian Capital Holdings S.A. is collectively
owned by the principal shareholders of the Company. The Board of Athenian
includes the Chairman of Antenna TV (see Note 7).

     A summary of transactions with related companies for 1999, 2000 and 2001
are analyzed as follows:

<TABLE>
<CAPTION>
                                                                             REVENUE FROM RELATED PARTIES
                                                                             ----------------------------
                                                                               YEAR ENDED DECEMBER 31,
                                                                               -----------------------
                                                                        1999             2000            2001
                                                                        ----             ----            ----
<S>                                                                     <C>              <C>             <C>
 Epikinonia EPE (Production facilities and technical and
      administrative services)...............................           444,150         449,000          480,913
 Antenna Satellite TV (License fees).........................         1,089,868         306,199          523,754
 Antenna TV Ltd. (Cyprus) (Royalties and Big Brother fees)...           440,966         538,641          751,568
 Antenna Satelline Radio (license fee).......................            30,566          38,758           27,875
 Echos and Rhythmos EPE......................................                --          42,000           22,084
 Makedonia TV S.A. (refer to Note 12)........................                --         278,459          164,963
                                                                      ---------       ---------        ---------
                                                                      2,005,550       1,653,057        1,971,157
                                                                      =========       =========        =========
 Related party commission income:
    Audiotex S.A. (Commission income)........................           434,534          47,875               --
                                                                      ---------       ---------        ---------
                                                                        434,534          47,875               --
                                                                      =========       =========        =========
</TABLE>

                                      F-22
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

7.   INVESTMENTS

                                                             DECEMBER 31,
                                                            ------------
                                                         2000           2001
                                                         ----           ----

Equity method investments..........................      7,610           6,045
Cost--method investments...........................         --       4,605,904
                                                         -----       ---------
                                                         7,610       4,611,949
                                                         =====       =========
Available for sale equity securities:
   Cost ........................................... 15,542,731       2,801,361
   Allowance for unrealized loss
        on securities..............................(11,428,991)             --
                                                   -----------       ---------
                                                     4,113,740       2,801,361
                                                     =========       =========

EQUITY--METHOD INVESTMENTS

     At December 31, 1999, companies accounted for using the equity method
included: Audiotex S.A. (51% owned). On February 7, 2000 Antenna TV acquired the
49% interest in Audiotex that it did not already own from Legion International
S.A. (refer to Note 2 Acquisition of unrelated businesses). Furthermore on
September 6, 2000 Antenna TV acquired the 40% interest in the newly established
company named Antenna Optima S.A.

     Summarized below is the consolidated balance sheet and statement of
operations as reported by equity investees.

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED         YEAR ENDED
                                                                YEAR ENDED        DECEMBER 31,       DECEMBER 31,
                                                            DECEMBER 31, 1999         2000               2001
                                                            ----------------------------------------------------------
<S>                                                                <C>                 <C>                <C>
CONDENSED STATEMENT OF OPERATIONS
Net sales.............................................            854,943                 --                 --
Gross profit..........................................            151,430                 --                 --
Operating income (loss)...............................             74,191               (975)            (3,771)
Income before income taxes............................             86,414               (975)            (3,918)
Net income (loss).....................................             48,392               (975)            (3,918)

                                                                               DECEMBER 31, 2000   DECEMBER 31, 2001
                                                                               ---------------------------------------
CONDENSED BALANCE SHEET
Current assets........................................                                19,400             20,657
                                                                                      ------             ------
      Total assets....................................                                19,400             20,657
                                                                                      ======             ======

Current liabilities...................................                                   375              4,575
Shareholders' equity..................................                                19,025             16,082
                                                                                      ------             ------
      Total liabilities and shareholders' equity......                                19,400             20,657
                                                                                      ======             ======
</TABLE>

COST--METHOD INVESTMENT

     As discussed more fully under Note 2, Antenna TV has a 5% interest in
NetMed NV. NetMed NV is a provider of pay--television services in Greece and
Cyprus and currently provides analogue and digital services.

                                      F-23
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

AVAILABLE FOR SALE  EQUITY SECURITIES

     During 2000, the Company acquired a 14.49% interest in Athenian Capital
Holdings S.A. in various open market transactions for an aggregate purchase
price of GRD 15,543 million. In 2001, 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 GRD 12,741,370 and included in other expense, net in the
consolidated statement of operations for the year ended December 31, 2001 (see
note 25).

8.   PROGRAMMING COSTS

     The following table sets forth the components of the programming? costs,
net of amortization:

                                                       DECEMBER 31,
                                                       ------------
                                                  2000               2001
                                                  ----               ----
Produced programming...........................17,721,486         19,805,142
Purchased sports rights........................ 1,628,611          1,159,710
Licensed program rights........................ 2,752,877          5,608,137
Prepaid license program rights................. 1,363,259            920,687
Prepaid produced programs...................... 3,242,054            970,639
Prepaid sports rights..........................        --            233,476
                                               ----------         ----------
                                               26,708,287         28,697,791
                                               ==========         ==========

     On the basis of the Company's amortization rates 100% of produced
programming, licensed program rights and purchased sports rights at December 31,
2001 will be amortized within a four--year period of time.

     Programming costs including produced programming , sports rights and
licensed program rights which are expected to be amortized or charged to cost of
sales within one year amount to GRD 16,238,222 and GRD 18,569,800 as at December
31, 2000 and 2001 respectively.

                                      F-24
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

9.   PROPERTY AND EQUIPMENT

     Property and equipment is summarized as follows:

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                                    ------------
                                                                2000             2001
                                                                ----             ----
<S>                                                             <C>              <C>
COST
   Land                                                        909,871          909,871
   Buildings and leasehold improvements..................... 1,570,509        2,358,015
   Machinery and equipment.................................. 2,499,349        3,152,421
   Broadcasting and transmission equipment..................   983,397        1,221,877
   Printing equipment....................................... 2,590,921        2,727,245
   Furniture and fixtures................................... 3,017,106        3,118,541
   Motor vehicles and other transportation means............   460,811          790,605
                                                               -------          -------
                                                            12,031,964       14,278,575
                                                            ==========       ==========

NET BOOK VALUE
   Land                                                        909,871          909,871
   Buildings and leasehold improvements..................... 1,108,240        1,795,246
   Machinery and equipment..................................   957,888        1,290,623
   Broadcasting and transmission equipment..................   246,592          455,160
   Printing equipment....................................... 2,290,084        2,153,803
   Furniture and fixtures................................... 1,560,410        1,241,676
   Motor vehicles and other transportation means............   229,289          528,775
                                                               -------          -------
                                                             7,302,374        8,375,154
                                                             =========        =========
</TABLE>

     Depreciation is computed based on the straight--line method using rates
which are substantially equivalent to average economic useful life rates. The
depreciation expense for the years ended December 31, 1999, 2000 and 2001 was
GRD 650,834, GRD 988,322 and GRD 1,878,688, respectively. 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

10.  BROADCASTING, TRANSMISSION AND PRINTING EQUIPMENT UNDER CAPITAL LEASES

                                                           DECEMBER 31,
                                                           ------------
                                                      2000              2001
                                                      ----              ----
Cost .............................................  2,658,767         3,031,967
Less: accumulated depreciation.................... (1,268,017)       (1,410,073)
                                                    ---------         ---------
                                                    1,390,750         1,621,894
                                                    =========         =========

     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 years ended December 31, 1999 and 2000 was GRD
185,727 and GRD 258,992

                                      F-25
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

respectively. In 2001 the depreciation expense is GRD 298,941 which includes the
write off of a leased asset with net book value of GRD 156,885.

11.  GOODWILL AND OTHER INTANGIBLE ASSETS

                                                             DECEMBER 31,
                                                             ------------
                                                         2000             2001
                                                         ----             ----
Excess of cost over fair value of net
     assets of business acquired and
     other intangible assets.........................2,280,698        2,682,052
Magazine rights......................................  200,000          200,000
                                                       -------          -------
                                                     2,480,698        2,882,052
Accumulated amortization............................. (187,535)        (647,402)
                                                      --------         --------
                                                     2,293,163        2,234,650
                                                     =========        =========

12.  OTHER ASSETS

     Other assets are analyzed as follows:

                                                             DECEMBER 31,
                                                             ------------
                                                        2000              2001
                                                        ----              ----
Advance for the right to acquire an
     interest in Makedonia TV................        3,000,000        3,000,000
Guarantee deposits...........................          107,763          134,856
                                                       -------          -------
                                                     3,107,763        3,134,856
                                                     =========        =========

     On February 24, 2000 the Company advanced GRD 3 billion 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 within the next three years, unless an extension is
agreed between the parties, 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, Antenna will be
refunded all amounts paid and will be granted a right of first refusal over any
future transfers of the 51% interest.

     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, 22% for
the year 2002--2003 and 25% for the year 2004. Such revenue amounted to GRD 279
million for the year ended December 31, 2000 and GRD 144 million for the year
ended December 31, 2001 and is included in other revenue in the consolidated
statements of operations. The Company also purchased on behalf of Makedonia TV,
Greek and foreign programs of GRD 456 million and GRD 457 million for the years
ended December 31, 2000 and December 31, 2001.

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 GRD 14,450,000 as at December 31, 2000 and GRD
14,166,800 as at December 31, 2001.

                                      F-26
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     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 by a minority
shareholder and the Company.

     Such borrowings, based on their currency denominations, were as follows:

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                       --------------------------------------------------------
                                                                 2000                           2001
                                                       -------------------------   ----------------------------
                                                                      IN FOREIGN                     IN FOREIGN
                                                          GRD          CURRENCY          GRD          CURRENCY
                                                       ---------     -----------   ------------      ----------
<S>                                                    <C>           <C>           <C>               <C>
Denominated in:
   Drachmae......................................      12,575,498            --       5,567,243              --
   Japanese Yen..................................         722,423       226,855         392,957         133,000
                                                          -------                       -------
                                                       13,297,921                     5,960,200
                                                       ==========                     =========
</TABLE>

     The weighted average interest rates on short--term borrowings in each of
the years ended December 31, 1999, 2000 and 2001 were as follows:

                                                       DECEMBER 31,
                                                       ------------
                                             1999        2000        2001
                                             ----        ----        ----
Currency:
   Drachmae...............................   13.1%        7.5%        5.57%
   Japanese Yen...........................    2.8%        3.11%       2.16%

     Interest on short--term borrowings for 1999, 2000 and 2001 totaled GRD
301,441, GRD 708,201 and GRD 875,490, respectively.

14.  SENIOR NOTES

     Long-term debt consists of:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                            ------------
                                                                                      2000                2001
                                                                                      ----                ----
<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...............          32,633,513         29,204,187
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............................                  --         51,112,500
                                                                                   ----------         ----------
                                                                                   32,633,513         80,316,687
                                                                                   ==========         ==========
</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, 1999, 2000 and 2001
totaled GRD 3,197,972, GRD 3,360,415 and GRD 2,942,378, respectively, and is
included in interest expense in the accompanying 1999, 2000 and 2001
consolidated statements of operations.

                                      F-27
<PAGE>
                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     On March 19, 1999 and March 25, 1999, the Company repurchased GRD 447
million ($1.5 million) and GRD 739 million ($2.4 million), respectively, of the
2007 Notes, with accrued interest of GRD 17 million ($0.05 million) to the date
of repurchase.

     On July 5, 2000, August 3, 2000 and October 10, 2000 the Company
repurchased GRD 923 million ($ 2,785 million), GRD 5,077 million ($ 15.0
million) and GRD 1,082 million ($ 3.0 million) respectively of the 2007 Notes,
with accrued interest of GRD 157,224 ($ 0.44 million) to the date of repurchase.

     On March 22, 2001, August 17, 2001 and December 17, 2001 the Company
repurchased GRD 1,458 million ($ 4.0 million) and GRD 1,763 million ($ 5.0
million) and GRD 1,690 ($5 million) respectively, of the 2007 Notes, with
accrued interest of GRD 92,819 ($ 0.2 million) to the date of repurchase.

     The early extinguishment of the 2007 Notes resulted in the following:

<TABLE>
<CAPTION>
                                                                            YEAR ENDED DECEMBER 31
                                                                            ----------------------
                                                                   1999            2000           2001
                                                                   ----            ----           ----
<S>                                                                <C>             <C>            <C>
Discount on prepayment of 2007 Notes..................            36,890          452,955        344,229
Write--off of related unamortized debt issuance costs..          (55,809)        (244,844)      (162,087)
                                                                 -------         --------       --------
(Charge) income.......................................           (18,919)         208,111        182,142
                                                                 =======          =======        =======
</TABLE>

     The gain for the years ended December 31, 2000 and 2001 has been recorded
as an extraordinary item, net of tax of GRD 83,244 and GRD 68,296, respectively.

     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, 2000 and 2001.

15.  LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                           DECEMBER 31,
                                                                                           ------------
                                                                                       2000             2001
                                                                                       ----             ----
<S>                                                                                    <C>              <C>
Loan of GRD 333,333, due in annual installments of GRD 166,666, bearing interest
     at variable rates (6.5% for the six months ended June 30, 2001)
     and due in 2003.  Guarantee by the Company...............................                         333,333
Loan of CHF 183, due in annual installments of GRD 6,960, bearing interest at
     variable rates (8.18% for the year ended December 31, 2001) and due in
     2010.  Secured by the building of the Company's subsidiary Blues Hall EPE           --             39,782
     -----                                                                          -------             ------
                                                                                         --            373,115
Less:  Current portion........................................................           --           (173,265)
                                                                                    -------           --------
                                                                                         --            199,850
                                                                                    =======            =======
</TABLE>

     Interest expense for the year ended December 31, 2001 amounted to GRD
28,297. There was no interest expense for the years ended December 31, 1999 and
2000.

                                      F-28
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     The principal repayments are as follows :

2002................................................  173,265
2003................................................  170,422
2004................................................    4,108
2005................................................    4,491
2006................................................    4,910
Thereafter..........................................   15,919
                                                       ------
                                                      373,115
                                                      =======

16.  CAPITAL LEASE OBLIGATIONS

     The Company leases mainly broadcasting, transmission and printing equipment
under capital leases which bear interest at average interest rates of 14.5%,
8,6% and 5,2%. Interest expense from capital leases was GRD 25,836, GRD 98,006
and GRD 65,844 in the years ended December 31, 1999, 2000 and 2001,
respectively. Future obligations from the above leases are as follows:

                                                        TOTAL
                                                        -----
2002...............................................    434,029
2003...............................................    341,153
2004...............................................    304,581
2005...............................................    223,321
2006...............................................    163,869
Thereafter..........................................    34,815
                                                        ------
                                                     1,501,768
      Less: amount representing interest............  (231,813)
                                                      --------
                                                     1,269,955
                                                     =========

     The capital lease obligation is reflected on the consolidated balance
sheets as of December 31, 2000 and 2001, as follows:

                                                           DECEMBER 31,
                                                           ------------
                                                     2000              2001
                                                     ----              ----
Current portion.............................        307,972          353,928
Long-term portion...........................        605,239          916,027
                                                    -------          -------
                                                    913,211        1,269,955
                                                    =======        =========

     The capital lease obligations are secured by a personal guarantee of the
minority shareholders of Daphne and Antenna TV.

                                      F-29
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

17.  ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

     The amount reflected in the accompanying consolidated balance sheets is
analyzed as follows:

                                                              DECEMBER 31,
                                                              ------------
                                                        2000              2001
                                                        ----              ----
Value added tax..............................         493,513        1,016,255
Taxes withheld:
   Payroll...................................         129,660          203,873
   Third parties.............................          77,095          162,936
   Other.....................................         162,165          138,110
                                                      -------          -------
                                                      368,920          504,919
                                                      -------          -------
Broadcast license fee........................         266,172          663,339
Deferred revenue.............................         129,133          159,830
Other payables...............................         900,781          379,381
Social security funds payable................         643,029          726,672
Advertising contribution fine................              --          319,483
Other accruals...............................       1,342,892        1,354,862
                                                    ---------        ---------
                                                    4,144,440        5,124,741
                                                    =========        =========

18.  INCOME TAXES

     The provision for income taxes reflected in the accompanying consolidated
statements of operations is analyzed as follows:

                                                        DECEMBER 31,
                                                        ------------
                                             1999          2000          2001
                                             ----          ----          ----
Current...............................       190,214     2,238,990      645,287
Deferred income taxes.................     4,380,122       772,410   (5,469,693)
                                           ---------       -------   ----------
Provision (benefit) for
   income taxes.......................     4,570,336     3,011,400   (4,824,406)
                                           =========     =========   ==========

     The reconciliation of the provision for income taxes to the amount
determined by the application of the Greek statutory tax rate for SA companies
of 40% in 1999 and 2000 and 37.5% in 2001 to pre-tax income is summarized as
follows:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                                   ------------
                                                                      1999             2000             2001
                                                                      ----             ----             ----
<S>                                                                   <C>              <C>             <C>
Tax provision (benefit) at the statutory rate.............          4,532,916        4,025,070       (5,733,010)
Effect of change in tax rate..............................                 --               --           39,617
Goodwill amortization.....................................              4,000           52,614          157,451
Interest income...........................................           (101,258)        (185,323)         (28,969)
Disallowed prior period expenses and non-deductible
     general expenses.....................................            171,975          268,895          464,190
Loss not subject to income tax, net.......................             52,456            9,307          (29,808)
Effect of minority interest...............................             23,247           34,125         (181,704)
(Decrease) increase in valuation allowance................           (113,000)      (1,193,288)         487,827
                                                                     --------       ----------          -------
Provision (benefit) for income taxes......................          4,570,336        3,011,400       (4,824,406)
                                                                    =========        =========       ==========
</TABLE>

     The statutory tax rate for Nova Bulgaria is 28.5% in 2000 and 2001.

                                      F-30
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     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 general expenses relate
primarily to certain car and meals and entertainment expenses.

     In Greece the amounts reported to the tax authorities are provisional until
such time as the books and records of an entity are inspected by the tax
authorities. Greek tax laws and related regulations are subject to
interpretations by the tax authorities. The Company has been audited by the tax
authorities up to 1992 the majority of its subsidiaries have been audited by the
tax authorities up to 1999. Management of the Company believes that the amounts
accrued will be sufficient to meet its tax obligations.

     The ultimate outcome of additional tax assessments may vary from the
amounts accrued, however management of the Company believes that any additional
tax liability over and above the amount accrued would not have a material
adverse impact on the Company's results of operations or financial position.

     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 2000 and 2001 are
summarized below:

                                                             DECEMBER 31,
                                                             ------------
                                                       2000               2001
                                                       ----               ----
Deferred tax liabilities
   Intangible and tangible assets................     169,600           132,750
   Programming costs.............................   5,346,841         4,893,682
   Reserves......................................     685,707           648,143
   Reserves taxed in a special way...............     437,774           203,693
   Deferred charges..............................     307,596           342,297
   Leased assets.................................     429,423           502,393
   Customer advances and accounts payable........     497,334           541,607
   Other assets..................................     141,492           234,537
                                                      -------           -------
Gross deferred tax liabilities...................   8,015,767         7,499,102
                                                    ---------         ---------
Deferred tax assets
   Property and equipment........................     134,859            33,181
   Start up costs................................     853,758         1,202,389
   Long term liability...........................      17,600            16,500
   Long term lease liability.....................     115,090           232,851
   Short--term lease liability...................       97,056           103,440
   Long-term receivables.........................     387,810           246,198
   Deferred revenue..............................       2,200                --
   Accounts receivable...........................     577,122           765,943
   Employee retirement benefits..................     216,417           162,875
   Other assets..................................   1,097,790           937,873
   Marketable equity securities..................   4,571,596         4,778,013
   Accrued expenses and other provisions.........     520,728           168,232
   Net operating losses..........................      57,629           989,600
                                                       ------           -------
Gross deferred tax assets........................   8,649,655         9,637,095
                                                    ---------         ---------
Less:  valuation allowance.......................          --          (487,827)
                                                    ---------          --------
Net deferred tax asset...........................     633,888         1,650,166
                                                      =======         =========

     During the year ended December 31, 2001 the deferred tax assets and
liabilities were remeasured and the total effect of the change in tax rate was a
charge of GRD 39,617.

                                      F-31
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     Long-term receivables in prior years gave rise to a tax asset principally
due to certain long-term agreements that had not satisfied all of the revenue
recognition criteria of SFAS 53. Such agreements, however, were taxable by the
local Greek authorities. During the year ended December 31, 2000 the conditions
of SFAS 53 were satisfied and the valuation allowance was related to the long
term receivables was reversed.

     Deferred tax assets were reduced by a valuation allowance relating to the
tax benefits attributable to net operating losses and start--up costs related to
Antenna Internet SA (internet activities), VIPS 24 and Nova Bulgaria, where it
is not likely that these losses and benefits will be utilized and fully reverse
before expiration.

     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:

                                                           DECEMBER 31,
                                                           ------------
                                                      2000               2001
                                                      ----               ----
Net current deferred tax (liability).............   (839,761)          (860,501)
                                                    ========           ========
Net  current deferred tax asset..................         --            586,106
                                                    ========           ========
Net non-current deferred tax asset...............  1,473,649          1,924,561
                                                    ========           ========

19.  OTHER LONG-TERM LIABILITY

Other long-term liability is analyzed as follows:

                                                          DECEMBER 31,
                                                          ------------
                                                     2000               2001
                                                     ----               ----
Other long-term liability........................   559,483                 --
Less: current portion............................  (559,483)                --
                                                    --------           -------
                                                         --                 --
                                                    ========           ========

     The Company has an outstanding balance due to the Pension Fund for Athens
and Thessaloniki Newspaper Employees for advertiser contributions due by April
30, 2002. This liability has been classified as short term.

20.  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, 1999, 2000 and 2001 have been recorded to expenses and were GRD
1,015,971, GRD 1,553,981 and GRD 1,799,607, 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

                                      F-32
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

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, 1999, 2000 and 2001 is GRD 56,000, GRD 70,000 and GRD 82,000,
respectively.

21.  SHARE CAPITAL

     The Company's share capital consists of the following:

                                                             DECEMBER 31,
                                                             ------------
                                                        2000              2001
                                                        ----              ----
Common shares, par value GRD 100 per share;
     authorized and issued
     19,849,440 shares in 2000 and 2001.............. 1,984,944        1,984,944
                                                      ---------        ---------
Total common shares.................................. 1,984,944        1,984,944
                                                      =========        =========

22.  STATUTORY, TAX FREE AND OTHER RESERVES

     Statutory, tax free and other reserves are as follows:

                                                                DECEMBER 31,
                                                                ------------
                                                            2000          2001
                                                            ----          ----
Statutory reserve.....................................    306,965        321,530
Tax free reserves.....................................  1,229,567      1,229,823
Reserves for income taxed at lower rates..............  1,273,134      1,422,033
Reserve for non-taxable income........................    201,891        229,846
Special reserve.......................................     93,757         93,757
                                                           ------         ------
                                                        3,105,314      3,296,989
                                                        =========      =========

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. The

                                      F-33
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

Company has not made the investment and has accrued for taxes and penalties. If
upon completion of a tax audit such non-taxable reserves are disallowed, a
reclassification would be required to remove such amounts from tax free
reserves.

     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. Therefore, deferred taxation has been
computed on these reserves.

     c) Reserve for non-taxable income represents interest earned on Greek
Government bonds which were not taxable. Upon distribution, such reserve will be
taxed at the applicable current tax rate.

     d) Special reserves represent a portion of the reserve as stated in (a)
above, for which tax has been paid.

23.  OTHER REVENUE

     Other revenue included in the consolidated statements of operations are
analyzed as follows:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                                         ------------
                                                             1999            2000           2001
                                                             ----            ----           ----
<S>                                                           <C>             <C>            <C>
License and distribution fees.......................           --       3,390,149             --
Audiotex............................................           --         823,239      1,940,475
Telemarketing.......................................        6,275         875,990        947,556
Tuition fees........................................      336,205         322,356        221,095
Subscription fees...................................      294,506         194,426        218,102
Internet revenues...................................           --              --      1,160,167
Records, compact discs sales........................           --              --        682,150
Ticket sales........................................           --              --        386,262
Other...............................................      205,411         708,702        699,855
                                                          -------         -------        -------
                                                          842,397       6,314,862      6,255,662
                                                          =======       =========      =========
</TABLE>

     The license and distribution fees for the year ended December 31, 2000
relate to the collection of fees for license and distribution rights sold to
Latin America.

                                      F-34
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

24.  FOREIGN EXCHANGE (LOSSES) GAINS

     Foreign exchange (losses) gains included in the consolidated statements of
operations are analyzed as follows:

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,
                                                                                  ------------
                                                                    1999              2000              2001
                                                                    ----              ----              ----
<S>                                                                 <C>               <C>               <C>
Realized loss on forward contract.......................       (2,777,096)               --                --
Foreign exchange (loss) gain on forward contract
     representing difference between balance sheet rate
     and forward rate (US$).............................        4,605,000                --                --
Amortization of the premium on forward contract.........         (783,000)               --                --
Mark to market adjustment on option.....................         (441,719)               --                --
Unrealized foreign exchange (loss) on Senior notes (US$)       (5,120,825)       (3,000,781)       (1,630,973)
Unrealized foreign exchange gains and losses on cash,
     receivables and payables denominated in foreign
     currencies (US$) and realized (losses) gains on
     transactions, net..................................        2,544,551            16,369           (86,658)
                                                                ---------            ------           -------
                                                               (1,973,089)       (2,984,412)       (1,717,631)
                                                               ==========        ==========        ==========
</TABLE>

25.  OTHER INCOME/ (EXPENSE)

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,
                                                                               ------------
                                                                 1999              2000              2001
                                                                 ----              ----              ----
<S>                                                              <C>               <C>               <C>
Start--up costs related to direct--to--home business....         (682,588)         (373,582)               --
Charge related to early extinguishment of Senior Notes..          (18,919)               --                --
Income from sale of marketable securities...............        2,228,472                --                --
Other than temporary loss from marketable equity
     securities (Note 7)................................               --                --       (12,741,370)
Other, net..............................................            2,080           (61,478)         (177,090)
                                                                    -----           -------          --------
                                                                1,529,045          (435,060)      (12,918,460)
                                                                =========          ========       ===========
</TABLE>

26.  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.

                                      F-35
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     No dividends have been declared during 2000 and 2001.


27.  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.

     Premiums on option contracts are amortized over their term and if such
contract is terminated before its maturity, the unamortized premium is expensed
and included in other expense/income, net. The carrying value of the premium is
reflected on the balance sheet gains and losses on forward and option contract
meeting hedge accounting requirements are deferred and recognized as adjustments
to the carrying value of the related transaction. In the event hedge accounting
requirements are not met, gains and losses on such instruments are included in
the consolidated statement of operations.

     Effective January 1, 2001 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 is 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.

     Prior to January 1, 2001 financial instruments were recorded in the balance
sheets at their fair values unless they met, for accounting purposes, the
following hedging criteria. A foreign exchange contract is considered a hedge of
an identifiable foreign currency commitment if (i) the contract is designated
as, and is effective as, a hedge of foreign currency commitment and (ii) the
foreign currency commitment is firm.

        FOREIGN CURRENCY FORWARD

     Antenna was a party to an $87,000 forward contract with the Royal Bank of
Scotland, to hedge elements of its currency exposure on a portion of the
principal and interest payable of its US Dollar denominated debt. The term of
the contract covered the period from May 15, 1998 to May 15, 1999. The forward
rate was 334 drachmae to the dollar and the spot rate on the contract's
effective date was 310 drachmae to the dollar. The premium (representing the
difference between the spot rate on the contract's effective date and the
forward rate), aggregating GRD 2,088,000, was being amortized over the term of
the contract. Of this amount, GRD 783,000 was recognized for the year ended
December 31, 1999. In addition, foreign exchange gains or losses on the
Company's non-drachma denominated indebtedness (currently, the Senior Notes)
were offset by corresponding losses or gains on the forward contract's notional
amount.

                                      F-36
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

         OPTIONS

     Antenna was a party to an option agreement with the Royal Bank of Scotland
to sell $103,902 at a rate of 280 to the dollar in May 1999. The option had a
maturity date that coincided with the maturity of the foreign exchange contract
described above. The option had been recorded in the balance sheet at its market
value and was marked to market each accounting period with the resulting gain or
loss being reflected in the consolidated statements of operations. The mark to
market adjustment of the option for the year ended December 31, 1999 was GRD
441,719.

     The Company does not have any freestanding or embedded derivatives as at
December 31, 2001.

28.  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 a rate of 9%, 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, 2000 and 2001 was $ 84,416 and $ 66,368 as compared to the carrying
value at December 31, 2000 and 2001 of $ 90,285 and $ 76,285, 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, 2001 was Euro 127,500
as compared to the carrying value of Euro 150,000.

     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 prices
are not available, fair value is based using present value or other valuation
techniques. As at December 31, 2000 and 2001 there were no foreign currency
forwards and options.

29.  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, 2001 discussed below
are:

                                                 OFFICE AND
                                                STUDIO SPACE
                                                ------------
2002........................................       1,363,766
2003........................................       1,199,732
2004........................................       1,077,050
2005........................................         896,263
2006 and thereafter.........................         938,381
                                                     -------
      Total.................................       5,475,192
                                                   =========

                                      F-37
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

     The rental expense relating to long-term operating lease commitments for
office and studio space amounted to GRD 880,571, GRD 1,459,077 and GRD 1,640,544
in 1999, 2000 and 2001, respectively.

     The Company has signed letters of guarantee for purchased licensed film and
sports rights amounting to GRD 2,577,590 and GRD 8,934,418 as of December 31,
2000 and 2001, respectively. The Company has other commitments for licensed film
rights in 2004, 2005, 2006 and 2007 of GRD 1,914,500, GRD 2,009,865, GRD
2,105,565 and GRD 2,201,272, respectively.


30.  CONTINGENCIES

     The Company is involved in various litigation in the normal course of
business, with claims totaling approximately GRD 4,422,103. The Company has
accrued GRD 253,249 as at December 31, 2000 and GRD 166,162 as at December 31
2001, 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 is 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 GRD 1,314,512. 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.
In the opinions of the Company's management and legal advisor in the prior years
the Company was not to be liable for such amounts and therefore an accrual was
not made. 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.

     On July 13, 2001, the Supreme Administrative Court of Bulgaria announced
that the procedures for granting the third national license for air television
transmission on the territory of Bulgaria to the subsidiary company Nova
Television - First Private Channel EAD was in breach of the legal regulations
and the Decision of the former Council of Ministers of Bulgaria was cancelled.
The lawyers of Antenna Group announced that they would start legal procedures to
appeal the decision of the Supreme Administrative Court of Bulgaria before the
European legal institutions.

     The Company believes that either the Bulgarian government will reissue the
license to Nova Television in compliance with appropriate procedures or that a
new competition for this license will be undertaken and that Nova Television
will participate in that competition. In the interim, Nova Television will
continue to operate as a regional television station with downward adjustments
in its cost structure.

31.  SEGMENT AND GEOGRAPHIC INFORMATION

     Effective at year end 1998, Antenna adopted Statement of Financial
Accounting Standards No 131 (SFAS 131), Disclosures about Segments of an
Enterprise and Related information as the last quarter of 1998 was the first
time that the Company had reportable segments resulting from the acquisitions of
entities operating in different businesses. Prior to September 1998, the Company
had one reportable segment. The Company's reportable segments are: Television,
Radio, Pay Television, Music Recording, Internet and Publishing. 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

                                      F-38
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)

countries based on selling location. Intersegment sales are accounted for at
fair value as if the sales were to third parties.


YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                             PAY                             INTERSEGMENT   TOTAL
                                 TELEVISION     RADIO    TELEVISION  PUBLICATIONS   OTHER    ELIMINATION   CONSOLIDATED
                                 ----------     -----    ----------  ------------   -----    ------------  ------------
<S>                              <C>            <C>      <C>         <C>           <C>        <C>           <C>
Advertising revenue........      32,849,140  1,920,210          --     357,056          --          --      35,126,406
Related party sales........       2,649,190     40,408          --     104,698          --    (788,746)      2,005,550
Publication revenue........              --         --          --   1,805,768          --          --       1,805,768
Other revenue..............         201,248      4,163     294,506       6,275     336,205          --         842,397
                                 ----------    -------     -------     -------      ------    --------      ----------
Total revenues.............      35,699,578  1,964,781     294,506   2,273,797     336,205    (788,746)     39,780,121
Cost of sales..............       5,557,340    860,183      34,974   1,408,808     115,089          --       7,976,394
Related party cost of sales              --      1,560     147,355          --          --    (148,915)             --
Selling, general and
     administration
     expenses..............       3,786,160    541,529       8,000     261,137     183,667          --       4,780,493
Related party selling,
     general and
     administration
     expenses..............          11,214      6,712          --      19,087          --     (37,013)             --
Depreciation and
     amortization..........         611,642     42,823      35,799     139,530      22,767          --         852,561
Amortization of
     programming costs.....      12,095,871         --          --          --          --          --      12,095,871
                                 ----------    -------      ------     -------      ------    --------      ----------
Operating income...........      13,637,351    511,974      68,378     445,235      14,682    (602,818)     14,074,802
                                 ----------    -------      ------     -------      ------    --------      ----------
Equity in net income in
     unconsolidated
     affiliate.............          24,680         --          --          --          --          --          24,680
Related party commission
     income................         434,534         --          --          --          --          --         434,534
Interest (expense), net....      (2,408,284)   (96,903)     (4,211)   (190,202)         36          --      (2,699,564)
Foreign exchange (losses),
     net...................      (1,613,678)  (163,918)   (195,306)         --        (187)         --      (1,973,089)
Other income (expense),
     net(1)................       (767,859)     11,474          --     (43,042)  2,228,472     100,000       1,529,045
Minority interest in
     profit of
     unconsolidated
     subsidiary, net.......             --          --          --          --          --     (58,119)        (58,119)
                                 ----------    -------      ------     -------      ------    --------      ----------
Income (loss) before tax...      9,306,744     262,627    (131,139)    211,991   2,243,003    (560,937)     11,332,289
Net income (loss)..........      4,419,657     181,344    (131,139)    118,611   2,247,599     (74,119)      6,761,953
                                 ---------     -------    --------     -------   ---------     -------       ---------
Total assets December 31,
     1999..................     93,368,847   2,043,905     554,916   8,836,471     179,231 (13,363,886)     91,619,484
                                ==========   =========     =======   =========     ======= ===========      ==========
</TABLE>
-----------------------
(1) Includes GRD 682,588 of start up costs related to direct-to-home business
    (see Note 25)

                                      F-39
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)


YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                           PAY                               INTERSEGMENT    TOTAL
                                   TELEVISION     RADIO  TELEVISION  PUBLICATIONS   OTHER    ELIMINATION  CONSOLIDATED
                                   ----------     -----  ---------- -------------   -----    -----------  -------------
<S>                                <C>            <C>    <C>        <C>             <C>      <C>           <C>
Advertising revenue..............  35,324,724  1,911,776        --    2,354,200          --          --    39,590,700
Related party sales..............   2,314,890     85,877        --       52,954          --    (800,664)    1,653,057
Publication revenue..............         --          --        --    7,706,182          --          --     7,706,182
Other revenue....................   4,091,045      7,806   194,426      875,990   1,145,595          --     6,314,862
                                    ---------      -----   -------      -------   ---------    --------     ---------
Total revenues...................  41,730,659  2,005,459   194,426   10,989,326   1,145,595    (800,664)   55,264,801
Cost of sales....................   6,608,788    914,125    39,157    8,301,731     454,905     (65,126)   16,253,580
Related party cost of sales......       8,368      3,655        --           --     395,300    (407,323)           --
Selling, general and
     administration expenses.....   4,939,878    578,280    13,347    1,367,328     298,395          --     7,197,228
Related party selling, general
     and administration expenses.      30,558      7,307        --      168,151      31,945    (237,961)           --
Depreciation and amortization....     856,236     44,466    35,898      404,616      77,633          --     1,418,849
Amortization of programming costs  13,571,549         --        --           --          --          --    13,571,549
                                   ----------      -----   -------      -------   ---------    --------     ---------
Operating income.................  15,715,282    457,626   106,024      747,500    (112,583)    (90,254)   16,823,595
                                   ----------      -----   -------      -------   ---------    --------     ---------
Equity in net income in
     unconsolidated affiliate....       2,287         --        --           --          --          --         2,287
Related party commission income        47,875         --        --           --          --          --        47,875
Interest (expense), net..........  (2,646,217)   (83,585)   (5,069)    (653,234)      2,407      79,401    (3,306,297)
Foreign exchange (losses), net...  (2,860,059)        --  (124,223)        (130)         --          --    (2,984,412)
Other income (expense), net(2)...    (445,201)    25,566        --      (15,663)        238          --      (435,060)
Minority interest in profit of
     unconsolidated subsidiary,
     net.........................          --         --        --           --          --     (85,313)      (85,313)
                                   ----------      -----   -------      -------   ---------    --------     ---------
Income (loss) before tax.........   9,813,967    399,607   (23,268)      78,473    (109,938)    (96,166)   10,062,675
Extraordinary gain a repurchase
     of Senior Notes (net of
     income taxes of GRD 83,244).     124,867         --        --           --          --          --       124,867
Net income (loss)................   6,545,451    620,764   (23,268)     131,756     (50,272)    (48,289)    7,176,142
                                   ----------      -----   -------      -------   ---------    --------     ---------
Total assets December 31, 2000 ..  92,921,116  2,443,982   380,613   14,375,144   1,221,459  16,054,484)   95,287,830
                                   ==========  =========   =======   ==========   =========  ==========    ==========

-----------------------
(2) Includes GRD 375,582 of start up costs related to direct-to-home business
    (see Note 25)

</TABLE>

                                      F-40
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)


YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                                                            INTER-
                                                     PAY                               MUSIC                 SEG            TOTAL
                            TELEVISION   RADIO   TELEVISION PUBLICATIONS  INTERNET  RECORDING    OTHER    ELIMINATION   CONSOLIDATED
                            ----------   -----   ---------- ------------  --------  ---------    -----    -----------   ------------
<S>                         <C>          <C>     <C>        <C>           <C>       <C>          <C>      <C>           <C>
Advertising revenue....     34,429,222 1,567,639         --    2,693,469        --         --         --          --    38,690,330
Related party sales....      2,665,351    54,491         --       55,432     1,245         --    137,926    (943,288)    1,971,157
Publication revenue....             --        --         --    6,952,161        --         --         --          --     6,952,161
Other revenue..........      1,558,418     5,410    218,102      947,556   296,194    682,150  2,547,832          --     6,255,662
                             ---------   -------    ------      --------  --------     ------ ----------     -------    -----------
Total revenues.........     38,652,991 1,627,540    218,102   10,648,618   297,439    682,150  2,685,758    (943,288)   53,869,310
Cost of sales..........      9,836,873   802,327     33,128    8,467,657   601,163    515,572  1,400,892     (87,324)   21,570,288
Related party cost of
     sales.............          5,948     4,013         --       56,638   137,816        --     626,001    (831,416)          --
Selling, general and
     administration
     expenses..........      5,638,117   903,032      9,808    2,150,540   256,767    106,118    474,506          --     9,538,888
Related party selling,
     general and
     administration
     expenses..........         18,134    16,469         --       27,918     3,795      2,634     29,839     (98,788)          --
Depreciation and
     amortization......        910,287    39,941     35,949      963,682   233,520      1,243    452,878          --     2,637,500
Amortization of
     programming costs.     14,906,626        --         --           --        --         --         --          --    14,906,626
                            ----------   -------    ------      --------  --------     ------ ----------     -------    -----------
Operating income.......      7,337,006  (138,242)   139,217   (1,017,817) (935,622)    56,583   (299,358)     74,240     5,216,007
                            ----------   -------    ------      --------  --------     ------ ----------     -------    -----------

Equity in net income
     in unconsolidated
     affiliate.........             --        --         --           --        --         --         --       (1,567)       (1,567)
Interest (expense), net     (5,715,722)  (21,395)   (14,449)    (593,323)     (228)      (388)    (5,916)          --    (6,351,421)
Foreign exchange
     (losses), net.....     (1,749,619)   34,903         --       (2,915)       --         --         --           --    (1,717,631)
Other income
     (expense), net(3).       (177,115)   16,872    (45,280)      31,869      (273)      (104)(12,744,429)         --   (12,918,460)
Minority interest in
     profit of
     unconsolidated
     subsidiary, net...             --        --         --           --        --         --         --      485,046       485,046
                            ----------   -------    ------      --------  --------     ------ ----------     -------    -----------
(Loss) income before
     tax...............       (305,450) (107,862)    79,488   (1,582,186) (936,123)    56,091 (13,049,703)    557,719   (15,288,026)
Extraordinary gain on
     repurchase of
     Senior Notes (net
     of income taxes
     of GRD 68,296)....        113,845        --        --            --        --         --         --          --        113,845
Cumulative effect of a
     change in
     accounting
     principal (net of
     income taxes of
     GRD 118,181)......       (196,969)       --        --            --        --         --         --          --       (196,969)
Net income (loss)......       (907,586)  (75,592)   79,488      (988,866) (936,123)    35,056 (7,904,053)    150,932    (10,546,744)
                            ----------   -------    ------      --------  --------     ------ ----------     -------    -----------
Total assets at
     December 31, 2001.    134,348,643 1,976,864   289,815    14,723,371 1,163,806    778,113  3,069,082 (21,070,209)   135,279,485
                           =========== =========   =======    ========== =========    =======  ========= ===========    ===========

</TABLE>
-----------------------
(3) 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 GRD 12,741 million (see Note 25)

                                      F-41
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)


CAPITAL EXPENDITURES

Information as to capital expenditures is as follows:

                                                  DECEMBER 31,
                                                  ------------
                                       1999            2000            2001
                                       ----            ----            ----
Television.....................       567,110       2,054,442       1,206,039
Radio..........................        16,960          71,864              --
Publications...................       314,070       1,483,489         238,799
Internet.......................            --              --         794,931
Heaven.........................            --              --          12,368
Other..........................        17,487          78,095         666,597
                                       ------          ------         -------
                                      915,627       3,687,890       2,918,734
                                      =======       =========       =========

GEOGRAPHIC AREAS

Information about geographic areas is as follows:

                                                  DECEMBER 31,
                                                  ------------
                                      1999            2000            2001
                                      ----            ----            ----
REVENUES:
Greece.........................    37,924,215      50,169,822      50,897,952
United States..................     1,120,434         344,957         551,629
Australia......................       294,506         194,426         218,102
Cyprus.........................       440,966         538,641         751,568
Bulgaria.......................            --         626,806       1,450,059
Other..........................            --       3,390,149              --
                                   ----------      ----------      ----------
                                   39,780,121      55,264,801      53,869,310
                                   ==========      ==========      ==========

Note:  Revenues are attributed to countries based on location of customer

Long lived assets are analyzed as follows:

                                                  DECEMBER 31,
                                                  ------------
                                       1999            2000            2001
                                       ----            ----            ----
Domestic.......................    12,424,105       17,770,795      19,565,816
International..................       354,054          631,932         559,223
                                   ----------       ----------      ----------
Total..........................    12,778,159       18,402,727      20,125,039
                                   ==========       ==========      ==========

32.  SUBSEQUENT EVENTS (UNAUDITED)

     In February 2002, the Company entered into an agreement with Endemol
Entertainment BV to secure the rights for the airing of "BIG BROTHER 2". The
cost of such rights is approximately Euro 5.0 million due in five installments
from March 2002 to October 2002.

     In February 2002, the Company repurchased Euro 2.5 million of the 2008
Notes, with accrued interest of GRD 11,305 (Euro -- 33,177) to the date of
repurchase. The early extinguishment of the 2008 Notes resulted in an after tax
gain of GRD 82,459.

                                      F-42
<PAGE>

                                 ANTENNA TV S.A.

           NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
            (IN THOUSANDS OF DRACHMAE AND U.S. DOLLARS, EXCEPT SHARE
                            DATA AND EXCHANGE RATES)


     The corporate tax rate for the fiscal years ending December 31, 2002 has
been reduced to 35% from 37.5% on Greek S.A. companies. The effect of the change
in the rate will result in a charge of approximately GRD 110,011.

     Effective January 1, 2002, the Company will maintain its books in Euro and
all carried forward balances will be converted to Euro at a rate of GRD 340.75
to Euro 1.00.






                                      F-43
<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/ Nikos Angelopoulos
                                        ---------------------------------------
                                        Name:   Nikos Angelopoulos
                                        Title:  Chief Financial Officer


Date:  March 28, 2002