As filed with the Securities and Exchange Commission March 31, 2003.
================================================================================

                       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, 2002

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

                          Commission File No. 000-25471

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

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

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

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

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

                                      None

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

   Shares of capital stocks, nominal value GRD 100 per share (0.29 per share)

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

          As of March 31, 2003, 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

<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                            <C>
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................................................60
         Item 7.      Major Shareholders and Related Party Transactions.........................................64
         Item 8.      Financial Information.....................................................................66
         Item 9.      The Listing...............................................................................66
         Item 10.     Additional Information....................................................................67
         Item 11.     Quantitative and Qualitative Disclosures about Market Risk................................82
         Item 12.     Description of Securities other than Equity Securities....................................84

PART II.........................................................................................................84
         Item 13.     Defaults, Dividends, Arrearages and Delinquencies.........................................84
         Item 14.     Material Modifications to the Right of Security Holder and Use of Proceeds................84
         Item 15.     Controls and Procedures...................................................................84
         Item 16.     Reserved..................................................................................84

PART III........................................................................................................84
         Item 17.     Financial Statements......................................................................84
         Item 18.     Financial Statements......................................................................84
         Item 19.     Exhibits..................................................................................85
</TABLE>


                                      (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 euro. Unless we
note otherwise, all amounts in this annual report are expressed in euro. For
your convenience, unless otherwise indicated, this annual report contains
translations of euro amounts into U.S. dollars at (euro)1.00 = $1.0485. The
translation of euro amounts is based on the noon buying rate in New York City
for cable transfers as certified for customs purposes by the Federal Reserve
Bank of New York for euro of (euro)0.9537 = $1.00. See "Exchange Rate
Information" for historical information about exchange rates. You should not
construe these translations as representations that the amounts referred to
actually represent translated amounts or that you could convert these amounts
into the translated currency at the rates indicated.

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


                                      (ii)
<PAGE>

                           FORWARD-LOOKING STATEMENTS

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

         o        General uncertainty primarily related to war in Iraq and
                  possible terrorist attacks, and the impact on advertising
                  expenditures;

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

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

         o        fluctuation of exchange rates; and

         o        changes in the law and government regulations.

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

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



                                     (iii)
<PAGE>

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

     Not applicable.

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

     Not applicable.



                                       1
<PAGE>

ITEM 3.  KEY INFORMATION

A.       SELECTED HISTORICAL FINANCIAL DATA

         You should read the following selected consolidated financial data
together with our consolidated financial statements, the notes to those
financial statements and the information under "Item 5. -- Operating and
Financial Review and Prospects." The selected consolidated financial data as of
and for the years ended December 31, 1998, 1999, 2000, 2001 and 2002 are derived
from our audited financial statements. The financial statements as of December
31, 2001 and 2002 and the fiscal years ended December 31, 2000, 2001 and 2002
are included elsewhere in this annual report and have been audited by KPMG
Kyriacou Certified Auditors SA, independent auditors.

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

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED DECEMBER 31,
                                                                  ------------------------------
                                                    1998       1999     2000        2001        2002       2002
                                                    ----       ----     ----        ----        ----       ----
                                                  ((EURO))   ((EURO)) ((EURO))    ((EURO))    ((EURO))      ($)
                                                            (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                              <C>         <C>      <C>         <C>         <C>        <C>
STATEMENT OF OPERATIONS DATA
Advertising revenue                                85.95     103.08   116.19      113.54      122.41     128.35
Related party revenue                               7.66       5.89     4.85        5.79        5.70       5.98
Publication revenue                                   --       5.30    22.61       20.40       19.35      20.29
Other revenue                                       1.23       2.47    18.53       18.36       21.38      22.42
                                                 -------     ------   ------      ------      ------     ------
Total net revenue                                  94.84     116.74   162.18      158.09      168.84     177.04
                                                 =======     ======   ======      ======      ======     ======
Cost of sales                                      15.82      23.41    47.70       63.30       69.99      73.38
Selling, general and administrative
     expenses                                      11.81      14.03    21.12       27.99       30.79      32.29
Amortization of programming costs                  36.34      35.50    39.83       43.75       47.44      49.75
Depreciation and amortization                       1.84       2.50     4.16        7.74        8.40       8.81
                                                 -------     ------   ------      ------      ------     ------
Operating income                                   29.03      41.30    49.37       15.31       12.22      12.81
Interest (expense), net                           (8.38)     (7.92)   (9.70)     (18.64)     (22.28)    (23.36)
Foreign exchange (losses), net(1)                (11.80)     (5.79)   (8.76)      (5.04)       10.16      10.66
Equity in net income (loss) of
     unconsolidated affiliate                       0.06       0.07     0.01       (0.01)         --         --
Related party commission income                     0.41       1.27     0.14          --          --         --
Other income (expense), net(2)                      0.02       4.49   (0.67)     (37.37)      (2.17)     (2.28)
Minority interest in profit of
     consolidated subsidiaries                        --     (0.17)   (0.25)        1.42        0.67       0.70
                                                 -------     ------   ------      ------      ------     ------
Earnings (loss) before income taxes                 9.34      33.25    30.14      (44.33)      (1.40)     (1.47)
(Provision) benefit for income
     taxes(1)(3)                                   (6.11)    (13.41)   (9.08)      13.96       (0.86)     (0.90)
                                                 -------     ------   ------      ------      ------     ------
Earnings (loss) before change in
     accounting principle                           3.23      19.84    21.06      (30.37)      (2.26)     (2.37)
                                                 -------     ------   ------      ------      ------     ------
Cumulative effect of a change in
     accounting principle (net of
     income taxes of(euro)0.3 and(euro)1) (4)         --         --       --       (0.58)      (0.95)     (1.00)
                                                 =======     ======   ======      ======      ======     ======
Net income (loss)                                   3.23      19.84    21.06      (30.95)      (3.21)     (3.37)
                                                 =======     ======   ======      ======      ======     ======
Basic and diluted earnings (loss) per
     share before cumulative effect of
     the change in accounting principle              0.2        1.0      1.1        (1.5)       (0.2)      (0.2)
                                                 =======     ======   ======      ======      ======     ======
Basic and diluted earnings (loss) per
     share of change in accounting
     principles                                       --         --       --          --          --         --
                                                 =======     ======   ======      ======      ======     ======
Basic and diluted earnings (loss) per
     share                                           0.2        1.0      1.1       (1.5)       (0.2)      (0.2)
                                                 =======     ======   ======      ======      ======     ======
</TABLE>


                                       2
<PAGE>

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED DECEMBER 31,
                                                                  ------------------------------
                                                    1998       1999     2000        2001        2002       2002
                                                    ----       ----     ----        ----        ----       ----
                                                  ((EURO))   ((EURO)) ((EURO))    ((EURO))    ((EURO))      ($)
                                                            (IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                               <C>        <C>      <C>         <C>         <C>        <C>
BALANCE SHEET DATA (AT PERIOD END)

Total assets                                       176.8      268.9    279.6       397.0       392.5      411.5
Net assets                                        (19.0)       75.0     75.9        65.1        61.8       64.8
Share capital                                        4.9        5.8      5.8         5.8         5.8        6.1
Long-term obligations (5)                           96.7      109.1     97.5       239.0       214.7      225.1
Total debt(6)                                      101.4      119.9    137.5       258.0       233.9      245.3
Shareholders' equity                              (19.0)       75.0     75.9        65.1        61.8       64.8
OTHER DATA
Net cash provided by (used in)
     operating activities                            7.9       12.7   (13.7)      (12.2)        10.8       11.4
Net cash (used in) investing activities            (1.1)     (35.3)   (72.3)      (23.8)       (4.6)      (4.8)
Net cash provided by (used in)
     financing activities                          (7.3)       67.7      8.7       111.0       (8.3)      (8.7)
Cash dividends per share                             0.2         --       --          --          --         --
</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 (euro)37.39 million. In 2002
         other (expense), net represents the other-than-temporary loss of
         (euro)4.8 million of marketable equity securities offset by the gain
         relating to the early extinguishments of the Senior Notes of (euro)2.5
         million (see note 24 of the notes to the financial statements).

(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 (euro)0.6 million ($ 0.6 million). On
         January 1, 2002 we adopted FASB Statement 141 "Business Combinations"
         and Statement 142 "Goodwill and Other Intangible Assets". It requires
         that goodwill and intangible assets with indefinite lives no longer be
         amortized, but tested for impairment annually. It also requires that
         intangible assets with definite lives be amortized over their
         respective estimated useful lives to their estimated residual value and
         reviewed for impairment.

(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).

EXCHANGE RATE INFORMATION

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


                                       3
<PAGE>

                                              YEAR ENDED DECEMBER 31,
                                   1998      1999      2000      2001      2002
                                   ----      ----      ----      ----      ----
 Euro per U.S. Dollar
      High                        0.8616    0.9483    0.9623    1.1946    0.9537
      Low                         0.7178    0.8117    0.8283    1.0488    1.1636
      Average (1)                 0.8055    0.8678    0.9052    1.1224    1.0581
      Rate at end of period       0.8335    0.8214    0.9623    1.1234    0.9537

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

                                           ((EURO) PER U.S. $)
                                             HIGH       LOW
                                             ----       ---
      September 2002                        1.0325    1.0041
      October 2002                          1.0300    1.0120
      November 2002                         0.0106    0.9863
      December 2002                         1.0074    0.9537
      January 2003                          0.9652    0.9207
      February 2003                         O.9339    0.9195

         On March 28, 2003, the noon buying rate in the City of New York between
the Euro and the U.S. dollar as certified by the Federal Reserve Bank of New
York, expressed in dollars per euro was(euro)1.00 equals $1.0762.

B.       CAPITALIZATION AND INDEBTEDNESS

     Not applicable.

C.       REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

D.       RISK FACTORS

RISKS RELATING TO OUR OPERATIONS

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

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

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

OUR ADVERTISING REVENUES ARE EXPECTED TO BE NEGATIVELY IMPACTED AS A RESULT OF
THE WAR IN IRAQ

         Since the beginning of the war in Iraq, we have disrupted our regular
programming schedule in order to provide ongoing news coverage of the war. As a
result, we have experienced a decline in the number of advertisements aired.
This decline, which is expected to continue for the duration of the war, will
adversely affect our advertising revenues. In addition, our selling, general and
administrative expenses are expected to increase because of our expanded news
coverage of the conflict. Moreover, continuation of the war or other instability
in the region may have an adverse impact on general economic conditions in
Greece, including as a result of loss of revenue from tourism, which in turn
could have a further adverse impact on advertising revenues.

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:


                                       4
<PAGE>

         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;

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

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

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

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 2002
represented 72.5% of total net revenue, is usually lowest in the third quarter
and highest in the fourth quarter. During 2002, 20.9% of our television
advertising revenue was generated in the first quarter, 34.1% was generated in
the second quarter, 12.8% was


                                       5
<PAGE>

generated in the third quarter and 32.2% in the fourth quarter. Consequently,
our business depends substantially on advertising revenue generated in the
first, second and fourth quarters which represented 87.2% of our total
television advertising revenue in 2002. Unsatisfactory revenue during these
periods, particularly the fourth quarter, could harm our business. For a further
discussion of our advertising revenues, see "Item 5.-- Operating and Financial
Review and Prospects" and "Item 4. -- Information on the Company--Television
Advertising--General."

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

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

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

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

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

         Effective January 1, 2001, we follow 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
(euro)578 thousands ($606 thousands). This charge has been recorded as a
cumulative effect of a


                                       6
<PAGE>

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

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

WE MAY NEED ADDITIONAL CAPITAL IN THE FUTURE

         As we continue to develop and expand our business, we may require
additional capital to fund our capital expenditures, potential acquisitions,
research and development and working capital needs, as well as our debt service
requirements and cash flow deficits. In addition, we continually reevaluate our
business plan in our rapidly changing industry. Our business plan may change in
material respects in the intermediate term. Any such change could result in
unforeseen needs for additional financing. Our revenues and costs are dependent
on factors that are largely beyond our control, such as changes in technology,
increased competition, regulatory developments, fluctuation in interest or
currency exchange rates and various other factors. Due to the uncertainty of
these factors, our actual revenues and costs may vary significantly from our
forecasts. Any such significant variation will affect our future capital
requirements. In addition, as a result of our expected delisting, we will not
have access to the equity capital markets. Also, due to a recent downgrade of
our senior notes, it may be more difficult for us to issue debt securities in
the future.

RISKS RELATING TO DIGITAL SATELLITE TELEVISION AND THE INTERNET

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

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

         o        divert the use of our resources and systems;

         o        require additional resources that might not be available;


                                       7
<PAGE>

         o        result in new or more intense competition;

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

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

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

THE DIGITAL SATELLITE TELEVISION SECTOR IN GREECE IS STILL RELATIVELY NEW

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

         o        general economic conditions;

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

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

         o        the marketing and pricing strategies of competitors;

         o        programming and content provided by our competitors; and

         o        the development of alternative technologies or services.

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


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
may 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

         We have 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% prior to October 2003. 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


                                       8
<PAGE>

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.

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."


                                       9
<PAGE>

RISKS RELATING TO OUR INDEBTEDNESS

OUR INDEBTEDNESS IMPOSES LIMITATIONS ON OUR OPERATIONS

         At December 31, 2002, we had outstanding total debt of approximately
(euro)233.9 million ($245.3 million) and total shareholders' equity of
approximately (euro)62 million ($65 million). Our large amount of debt and our
obligations to make principal and interest payments on our senior notes, our
other indebtedness and any additional indebtedness, could have important
consequences, including:

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

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

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

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

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

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


                                       10
<PAGE>

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.

RISKS RELATED TO THE OWNERSHIP OF OUR SHARES

WE EXPECT TO DELIST OUR ADSS FROM THE NASDAQ STOCK MARKET AND TERMINATE THE
REGISTRATION OF OUR SECURITIES UNDER THE EXCHANGE ACT IN THE NEAR FUTURE.

         As previously disclosed, our four principal shareholders own
approximately 98% of our total share capital. In the near future, we intend to
delist our ADSs from the Nasdaq Stock Market and file a Form 15 with the SEC to
terminate the registration of our securities under the Exchange Act.
Additionally, we intend to terminate the Deposit Agreement relating to our ADS
program. As a result of these actions, there will be no liquid market for our
ADSs and we will no longer be required to file reports with the SEC, although we
intend to voluntarily file reports as required under the indentures governing
our senior notes.

WE EXPECT TO TERMINATE THE DEPOSIT AGREEMENT RELATING TO OUR ADS PROGRAM IN THE
NEAR FUTURE WHICH WILL HAVE AN ADVERSE IMPACT ON OUR ADS HOLDERS.

         Once we terminate the Deposit Agreement, existing holders of ADSs will
receive ordinary shares (one half of one ordinary share per ADS) on the
effective date of the termination. The ordinary shares are not listed on any
securities exchange, and there are transfer procedures under Greek corporate
law, Greek tax law and the Greek media law that restrict the ability to transfer
ordinary shares. Any transfer of ordinary shares will be subject to a Greek
transfer tax of approximately 5% of the value of the transaction. Ordinary
shares will also be subject to ownership restrictions provided for in the Greek
media law.

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

         Four shareholders, including our founder and three shareholders
controlled by members of his family, collectively own over 98% of our ordinary
shares and control our Board of Directors and all shareholders' decisions and
determine our policies, business and affairs and the outcome of any corporate
transaction or other matter, including mergers, consolidations and the sale of
all or substantially all of our assets.

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

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

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

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


                                       11
<PAGE>

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

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

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

                  o        television broadcasters of any kind;
                  o        radio broadcasters of any kind; and
                  o        daily press publishers (excluding magazines); and

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


                                       12
<PAGE>

ITEM 4.  INFORMATION ON THE COMPANY

                                    BUSINESS

A.       HISTORY AND DEVELOPMENT OF THE COMPANY

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

         We are a leading media group in Greece. We own and operate Antenna TV,
which is a leading television broadcast network and producer of television
programming in Greece. We also own and operate a leading radio station, Antenna
FM, and have a controlling interest in a publishing company, Daphne
Communications. We 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, we hold 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% prior to October 2003, at fair market
value. Our target is to become a primary pay television provider for the NetMed
platform.

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


                                       13
<PAGE>

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

         o        provides television broadcasting services that reach over 99%
                  of Greece's 3.2 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
2002, based on hours of broadcast, we produced approximately:

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

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

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

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

         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        established "Antenna Pay TV Ltd", which acquired a 5% interest
                  (with the option to increase interest to 15% over two years
                  following the closing) in NetMed N.V., the majority
                  shareholder of Multichoice Hellas SA, which is the only
                  subscription television platform operating in Greece and
                  Cyprus under the name "Nova" and owns 100% of "Antenna Gold
                  Overseas Ltd" which currently operates Antenna's premium pay
                  TV channel on Nova bouquet.

         As we previously disclosed, our four principal shareholders, Holnest
Investments Limited, Globecast Holdings Limited, Altavista Global Holdings
Limited, Praxis Global Investments Limited, Minos Kyriakou and our Chairman,
Minos Kyriakou, our Vice Chairman, Theodore Kyriakou and two of our directors,
Xenophon Kyriakou and Athina Kyriakou (collectively, the "Offerors") made a
tender offer to purchase all of our outstanding ordinary shares and American
Depositary Shares not already owned by the Offerors or their affiliates. The
Offer was completed on Friday, January 17, 2003, at 5:00 p.m., New York City
time.


                                       14
<PAGE>

         Following the completion of the Offer, the Offerors and their
affiliates now own 19,525,289.5 of our ordinary shares representing
approximately 98.37% of our total share capital.

         On February 27, 2003, the Offerors withdrew the ordinary shares
underlying the ADSs they purchased in the Offer from the Depositary Receipt
Program and The Bank of New York, as depositary under the program, cancelled
these ADSs.

         In the near future, we intend to provide notice to The Bank of New York
of the termination of the Deposit Agreement. We also intend to file a Form 15
with the SEC to terminate the registration of our securities under the Exchange
Act and request The Nasdaq National Market to delist our ADSs. In addition, as
we requested, on February 26, 2003, the UK Listing Authority cancelled our
listing on its Official List.

         Upon termination of the Deposit Agreement, former holders of ADSs that
did not tender to the Offer will receive ordinary shares (one half of one
ordinary share per ADS) on the effective date of the termination. The ordinary
shares are no longer listed on any securities exchange, and there are transfer
procedures under Greek corporate law, Greek tax law and the Greek media law that
restrict the ability to transfer ordinary shares. The ordinary shares will also
be subject to ownership restrictions provided for in the Greek media law.

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;


                                       15
<PAGE>

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

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

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

         We own Antenna FM and have a 51% interest in 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 current magazine titles published by Daphne.
We expect that many of these will cover subject matter tied to our proposed
digital theme channels. We continually monitor the performance of our magazine
titles and may, in the future, suspend certain titles if they fail to generate
sufficient advertising revenues.

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, each a Greek cellular telephone service
provider, to make our content available to all Greek cellular telephone
subscribers. We have already established and operate our corporate site, as well
as a portal for reality television shows in Greece, which provides an
interactive experience, pioneering in the Greek market, with live video and
audio streaming.

PURSUE COMPLEMENTARY BUSINESS OPPORTUNITIES

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

         We are 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


16
<PAGE>

of opportunities that may present themselves, if and when media and other
regulated sectors are further liberalized.

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

         Approximately five million Greeks live outside Greece, compared to 11
million in Greece. We will continue to seek to strengthen our presence in the
United States, 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 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 2002, the ten national
television broadcasters ranked by AGB Hellas (or AGB), a subsidiary of AGB Group
International, an Italian company, accounted for approximately 90.7 % of the
audience share and 99.6 % of the television advertising expenditures in Greece.

         NetMed Hellas, an indirect subsidiary of MIH Ltd. (and a subsidiary of
NetMed N.V.), currently offers subscription television services through the
digital subscription television platform, known as "Nova" owned by Multichoice
Hellas SA, also subsidiary of NetMed NV. Multichoice also distributes analogue
(terrestrial) pay TV services. In October 2001, we acquired a 5% interest in
NetMed N.V with the option to increase our participation to 15% during the two
years following the closing. Our objective is to 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 2002, Greek daily viewing time was 224 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
(euro)342 million ($359 million) in 2002. This growth was due primarily to the
privatization of Greek television, where increased average television viewing
time was driven by the higher quality and greater variety of programming.

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

         o        the expected strong Greek gross domestic product growth;

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

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

         o        specific industry factors such as the expected reduction in
                  taxes imposed on the sale of automobiles in Greece and the
                  expected liberalization of 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 ((euro)561 million ($588 million) in 2002). We
estimate that the proportion of net Greek advertising, other than outdoor
advertising, which we believe is immaterial, represented by television
advertising in 2002 was approximately 61%, as compared to approximately 43% in
1989. In contrast, for 2002 we estimate that the proportion of Greek advertising
represented by magazine advertisements was approximately 21%, newspaper
advertisements were approximately 11% and advertisements aired over radio was
approximately 7%. The proportion of advertising in Greece represented by
television advertising is one of the highest in the EU.

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

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


                                       18
<PAGE>

         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; 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 2001 and 2002 aired between 7:00 a.m. and 1:00 a.m.:

<TABLE>
<CAPTION>
                                                                           2001                      2002
                                                                  ----------------------    -----------------------
                                                                   YEARLY                    YEARLY
                                                                    HOURS                     HOURS
                                                                  BROADCAST   PERCENTAGE    BROADCAST    PERCENTAGE
                                                                  ---------   ----------    ---------    ----------
<S>                                                                   <C>          <C>          <C>           <C>
OWN PROGRAMMING:
TYPE OF PROGRAM
News                                                                    877        16.2%          761         14.3%
Talk shows and current affairs                                          946         17.5          911          17.2
Greek prime time dramas, situation comedies and soap operas           1,289         23.8        1,417          26.7
Sports programs and live sporting events                                 68          1.3           47           0.9
Variety shows                                                           869         16.1          905          17.0
Game shows                                                               71          1.3          179           3.4
Other                                                                   292          5.4          208           3.9
                                                                  ---------   ----------    ---------    ----------
     Total own programming                                            4,412        81.6%        4,428         83.4%
                                                                  ---------   ----------    ---------    ----------
ACQUIRED PROGRAMMING:
TYPE OF PROGRAM
Foreign series                                                          262         4.8%          128          2.4%
Children's programming                                                  260          4.8          174           3.3
Foreign movies                                                          254          4.7          303           5.7
Other                                                                    13          0.2            5           0.1
Greek movies                                                            206          3.8          273           5.1
                                                                  ---------   ----------    ---------    ----------
     Total acquired programming                                         995        18.4%          883         16.6%
                                                                  ---------   ----------    ---------    ----------
         Total                                                        5,407       100.0%        5,311        100.0%
                                                                  =========   ==========    =========    ==========
</TABLE>

         During the past few years, we have invested significantly in the
development of our programming library. The programming library represents
approximately 47,765 hours of owned programming and approximately 5,750 hours of
acquired programming (primarily from our exclusive six-year contract with
Twentieth Century Fox Television Limited). We continue to derive revenue from
the airing of this programming, either through reruns or the distribution and
syndication of this programming outside Greece. As of December 31, 2002,
approximately 82% 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 2002, 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 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


                                       20
<PAGE>

which programs to broadcast and when (pilot testing) in order to determine their
viability before committing significant financial and other resources.

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

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

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

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

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

         TALK SHOWS AND CURRENT AFFAIRS. We provide commentary on various
contemporary topics through our live talk shows and current affairs programs.
Talk shows include the highly rated daily morning talk show KALIMERA ELLADA
(GOOD MORNING GREECE), which holds the record for daytime audience share and
ratings. Current affairs programs include a week night talk show, ME TA MATIA
TIS ELLIS (WITH ELLI'S EYES),which


                                      21
<PAGE>

focuses on social issues and current domestic and international issues. The
weekend program also includes two other talk shows, STUDIO ME THEA (STUDIO WITH
VIEW), which focuses on political issues and other current domestic affairs and
2000-2004 which focuses on issues regarding the preparations for the Athens
Olympic Games. Two well-known TV journalists host these talk shows.

         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), which is a satire of current events popular among young adults. We
currently produce two Greek soap operas, the highly rated KALIMERA ZOE (NEW
LIFE) and LAMPSI (REACHING FOR THE LIGHT). These two daily soap operas are
produced at our two largest studios. We film two episodes daily on eight-hour
shifts, typically with 500 half-hour episodes being produced each year. Our soap
operas have consistently been among Greece's 20 highest rated television shows.

         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
broadcasted seven events of the Golden League, a worldwide track and field
competition under the auspices of the International Amateur Athletic Federation
(IAAF).

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

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

         Special events programming includes exclusive broadcast rights to the
Greek beauty pageant, which currently holds two events annually (MISS GREECE and
MISS YOUNG). We also produce special programs for Christmas, Easter, political
elections and other major events, including the 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.

ACQUIRED PROGRAMMING

         We purchase programming, consisting principally of content produced in
the United States, from approximately 54 suppliers, including Fox, MGM/UA,
Paramount, 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.


                                       22
<PAGE>

         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, 2001 and 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 II. Broadcasts of BIG BROTHER II commenced on March 2, 2002
and ran until June 30, 2002. In September 2002 we entered into a third agreement
with Endemol to air FAME STORY. Broadcasts of FAME STORY commenced in September
2002 and ran until December 31, 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 2003
mid-season:

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

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

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

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

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

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

2:00 p.m. - 2:50 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
</TABLE>


                                       23
<PAGE>

<TABLE>
<CAPTION>
         TIME                          NAME                                      PROGRAM TYPE
----------------------   -----------------------------     --------------------------------------------------------
<S>                      <C>                               <C>
3:00 p.m. - 3:25 p.m.                                      Reruns of Greek situation comedies

3:25 p.m. - 3:30 p.m.    SUPER GAME                        Live game show, produced in cooperation with Audiotex

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         o        the summer reruns.

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


                                       24
<PAGE>

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

RATINGS AND AUDIENCE SHARE

         Audience survey data are used by television broadcasters and
advertisers to determine how many and what type of viewers watch a particular
program. The principal supplier of audience survey data in Greece is AGB, which
covers 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 2002, the AGB sample
size is 1200 households (an estimated 3500 individuals), a sample size which is
consistent relative to that used in other countries.

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

         Since 1997, we have had the leading market share among Greek television
broadcasters, reflecting our success in attracting talent and our success in
television marketing. The table below presents 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                         1998     1999    2000     2001     2002     1998    1999     2000     2001     2002
-------------                 ------   ------  ------   ------   ------   ------  ------   ------   ------   ------
<S>                           <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>
Antenna                        23.8%    23.0%   21.8%    22.9%    21.8%    24.1%   26.5%    23.1%    24.7%    21.2%
Mega Channel                   20.9     20.5    21.2     21.3     20.1     26.3    23.5     23.0     23.0     25.9
ET1 and NET                    10.0      9.5    10.6      9.5     10.9     11.1     9.9     11.4     10.6     11.4
Alpha                          14.5     16.7    15.8     14.6     13.0     14.2    14.3     13.1     12.7     11.2
Star Channel                   13.7     13.7    13.7     12.7     11.2     12.1    12.9     14.2     11.4     10.9
Other(1)                       17.1     16.6    16.9     19.0     23.0     12.2    13.0     15.2     17.6     19.4
                               ----     ----    ----     ----     ----     ----    ----     ----     ----     ----
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.

         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:


                                       25
<PAGE>

<TABLE>
<CAPTION>
                                          AVERAGE RATINGS                      AVERAGE RATING FOR PRIME TIME
NETWORK                        1998     1999    2000     2001    2002      1998     1999    2000     2001     2002
-------------                 ------   ------  ------   ------   ------   ------  ------   ------   ------   ------
<S>                            <C>      <C>     <C>      <C>      <C>      <C>      <C>     <C>      <C>      <C>
Antenna                        3.6%     3.6%    3.3%     3.5%     3.4%     8.3%     9.1%    7.2%     8.1%     7.1%
Mega Channel                   3.2      3.2     3.2      3.3      3.1      9.1      8.1     7.2      7.5      8.6
ET1 and NET                    1.5      1.5     1.5      1.4      1.7      3.9      3.4     3.6      3.5      3.8
Alpha                          2.2      2.6     2.4      2.2      2.0      4.9      4.9     4.1      4.1      3.8
Star Channel                   2.1      2.2     2.0      1.9      1.8      4.2      4.4     4.5      3.7      3.6
</TABLE>


TELEVISION ADVERTISING

GENERAL

         Substantially all of our revenue is derived from the sale of national
advertising. During 2002, 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 (euro)3.52 ($3.69) to (euro)880.41 ($923.11) 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 2002, approximately 91.1% 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
2002, our top 10 advertisers accounted for approximately 30.4% of our gross
advertising revenue. In the same year, our top 50 advertisers accounted for
approximately 65.0% of our gross advertising revenue. No single advertiser
accounted for 10 % or more of our 2002 gross advertising revenue. The table
below presents the percentages of our advertising revenue generated by
particular sectors during 2000, 2001 and 2002:

          SECTOR                              2000           2001          2002
          ------                              ----           ----          ----
Food and drink                                21.5%          23.7%         24.3%
Personal care and household                   14.2           14.2          13.4
Automobiles                                   11.0            9.9          10.6
Alcoholic beverages                            7.2            6.2           6.4
Cosmetics                                      5.8            5.5           0.1
Government                                     6.0            5.2           8.6
Electronics                                    5.1            4.8           3.1
Services                                       0.9            0.6           0.1
Toys                                           1.6            1.4           1.5
Paper products                                 0.4            0.3           0.3
Other                                         26.3           28.2          31.6
                                             -----          -----         -----
     Total                                   100.0%         100.0%        100.0%
                                             =====          =====         =====

         Procter & Gamble, Unilever, OPAP (National Lotary), Vodafon, Cosmote,
Fage (a Greek dairy company), Delta (a Greek dairy company), Levi, Nestle and
Telestet were our top 10 largest advertisers in 2002, accounting collectively
for approximately 30.4. % of our gross advertising revenue during 2002.

         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


                                       26
<PAGE>

improve our operating results and cash flow. See "--Other Sources of Revenue."
The table below presents, for 2000, 2001 and 2002, 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                 2000       2001      2002      2000        2001      2002
                     ---------                 ----       ----      ----      ----        ----      ----
<S>                                            <C>        <C>       <C>       <C>         <C>       <C>
Prime time (9:00 p.m. to 11:00 p.m.)           89.6%      85.0%     77.7%     99.0%       99.9%     93.0%
7:00 a.m. to 1:00 a.m.                         67.3       69.0      73.4      84.4        87.8      87.7
Total available advertising time               54.2       57.1      62.1      79.9        82.7      81.6
</TABLE>

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

         We also enter into barter sales arrangements (advertising in exchange
for goods, services and other assets) with other media companies such as
newspapers, radio stations and magazines, and with equipment suppliers and
service providers such as insurance companies and advertising agencies. For
2002, barter sales represented approximately 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.

         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 1998 through to 2002:


                                       27
<PAGE>

                                           ADVERTISING REVENUE(1)
                                           ----------------------
                               1998       1999      2000       2001       2002
                               ----       ----      ----       ----       ----
Antenna                        38.0%      36.5%     34.8%       35.5 %     35.6%
Mega Channel                   36.0       35.7      34.0        33.6       33.6
ET1 and NET                     4.5        3.5       5.4         3.8        4.0
Alpha                           5.5        9.0       9.4         9.9       10.8
Star Channel                   14.0       13.1      14.1        13.3       10.1
Other                           2.0        2.2       2.3         3.9        5.9
                              -----      -----     -----       -----      -----
     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 2002) and
         other sources. Regulatory changes that took effect at the beginning of
         1996 had the effect of eliminating the use of free advertising by
         subjecting the value thereof, as disclosed to the Greek tax
         authorities, to tax and limited incentive rebates to a maximum of 9.9%
         of the cost of the airtime purchased. These regulatory changes did not
         affect other media and consequently, newspapers and other media may
         continue to offer free advertising and to benefit from free advertising
         offered to them. See "--Regulation."

DISTRIBUTION OF PROGRAMMING

         A key element of our growth strategy is to build and capitalize on our
programming library for broadcast in Greece and distribution internationally to
reach the approximately five million Greeks outside of Greece. This strategy
enables us to derive revenue generally from fully amortized programming through
the airing of reruns and the distribution and syndication of our own
programming. Our programming library consists of approximately 47,765 hours of
our own programming, including approximately 13,251 hours of news and
approximately 34,514 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 6,100 hours of acquired programming which we
have the rights to air in Greece within specified time periods. Our acquired
programming library currently includes 2,100 hours of foreign films, 2,100 hours
of 60-minute series, 1,200 hours of children's programming and 700 hours of
30-minute series. Since 1995, we have derived revenues from providing
programming to Antenna Cyprus. Antenna Cyprus, which was launched in June 1993,
is one of five free-to-air television broadcasters operating in the Greek
language in Cyprus. Antenna Cyprus operates from 7:00 a.m. to 2:30 a.m. We
provide approximately 45% of Antenna Cyprus' programming. See "Item
5.--Operating and Financial Review and Prospects" and "Item 7B.--Related Party
Transactions."

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


                                       28
<PAGE>

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

         We have a cooperation agreement with Makedonia TV, one of the six other
Greek commercial TV broadcasters with a nationwide license, under which we, in
return for an annual fee 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 (euro)8.8 million ($9.2 million) in exchange for
the right to acquire a controlling interest in Makedonia TV. This right gives
us, or third parties nominated by us, the ability to acquire a 51% interest in
Makedonia TV from its three shareholders for a total consideration equal to the
advance payment. We may acquire this interest until February 10, 2006, if and
when Greek law permits a broadcaster, its shareholders or both, to own or
control two licensed free-to-air television broadcast companies, otherwise we
may nominate third parties to exercise this option on our behalf, or be refunded
all amounts paid, plus accrued interest.

         We have interests in 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. 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.

         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


                                       29
<PAGE>

Greece. Antenna Radio also cooperates with Voice of America in its newsgathering
and dissemination efforts. See "Item 7B. --Related Party Transactions."

         We estimate that, of the 16 radio stations monitored by Media Services
in 2002, Antenna Radio had the fifth highest gross advertising share for the
year. Antenna Radio's share was 9.3%, as compared to 12.0% for Skai, which has a
format similar to Antenna Radio. In terms of ratings for news radio stations
operating in the greater Athens area, we had a 10.5% share, the second highest
rating in 2002, compared to a 12.9% 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.

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% on or prior to October,
2003 at fair market value on the date that the option is exercised. 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 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:


                                       30
<PAGE>

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

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

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

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

         In March 2002, we concluded an agreement with MultiChoice Hellas under
which we assigned the right to distribute BIG BROTHERII to MultiChoice Hellas
through a channel on the Nova bouquet. The right expired on June 30, 2002. We
received a flat fee during the term of the agreement.

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

INTERNET

         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 reality shows.

         We have 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 reality shows, to Stet
Hellas' mobile phone subscribers using Stet Hellas' Smart Messaging System.

         We also have an agreement with Vodafon, a mobile telephone company, to
deliver content, such as news alerts and message services (with subscriber
voting capabilities) concerning reality shows, 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.


                                       31
<PAGE>

         Audiotex is our wholly owned subsidiary and is a provider of both live
and automated interactive telephone services, specializing in mass-market
entertainment products. Audiotex provides its interactive expertise to
broadcasters, publishers, telecommunications providers and mass advertisers. In
addition to providing audiotext services, Audiotex provides direct marketing
services, including preparation of databases, establishment of consumer help
lines and classified advertising. Audiotex provides services to various
advertisers, a number of local television and radio stations, and various
magazines and newspapers. Audiotex derives its revenue principally from
telephone calls to premium rate phone numbers. Audiotex has an agreement with
OTE, whereby OTE charges telephone callers a fee on behalf of Audiotex and
handles Audiotex's network operation and billing system.

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 and directors. Journalists, sound technicians,
cameramen and directors follow a two-year course of study.

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

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,


                                       32
<PAGE>

newspapers and magazines and outdoor advertising. There are currently no
subscription cable services operating in Greece. The table below presents, as of
December 31, 2002, 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               24
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 is retransmitted throughout Greece. The principal source of
revenue for ERT's three television stations is a national television fee
((euro)2.93 per month) paid by all households as part of their electricity
bills. Advertising is shown on all three channels, but represents a relatively
small proportion of total income. Losses are covered by government subsidies.

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

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

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

         Greece currently has no cable television infrastructure. The Hellenic
Telecommunications Organization announced plans to develop a broadband network
to modernize telephony services and support satellite and cable television, and
other multimedia services. Hellenic Telecommunications also announced plans to
provide multi-channel television, home banking and shopping and other
interactive


                                       33
<PAGE>

services. Hellenic Telecommunications in partnership with a third-party service
provider may provide satellite and cable television services. To date,
construction of the network has not commenced.

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

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

RADIO

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

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 11 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.


                                       34
<PAGE>

         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;

         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.


                                       35
<PAGE>

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

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

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

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

         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;


                                       36
<PAGE>

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

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

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

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

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

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

         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.


                                       37
<PAGE>

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

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

         PROGRAMMING CONTENT

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

         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


                                       38
<PAGE>

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

         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.


                                       39
<PAGE>

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

RADIO BROADCASTING (FREE-TO-AIR)

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

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

PUBLISHING

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

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


                                       40
<PAGE>

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

INSURANCE

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

LEGAL PROCEEDINGS

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

C.       ORGANIZATIONAL STRUCTURE

         As of March 31, 2003, 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%


                                       41
<PAGE>

         o        Heaven Music S.A (Greece)
                  75%

         o        Antenna Pay TV Limited (Cyprus)
                  100%

         o        Antenna Gold Limited (Cyprus)
                  100%


D.       PROPERTY, PLANT AND EQUIPMENT

PROPERTIES

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

         We own 32,629 square meters of land in a northern suburb of Athens,
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. However, construction is currently on
hold because of the uncertain international environment resulting from the
terrorist attack of September 11th 2001 in the United States and the possible
war in Iraq.

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


                                       42
<PAGE>

ITEM 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

GENERAL

         We derive a substantial portion of our revenue from the sale of
television advertising time. Total advertising revenue made up 72.5% of total
net revenue in 2002. 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, 2002, represented 11.4% of total net
revenue. Other and related party revenue represented 16.1% of total net revenue
for the year ended December 31, 2002.

         Our revenue fluctuates throughout the year, with television advertising
revenue usually at its lowest level during the third fiscal quarter (12.8% of
total net television advertising revenue in 2002), and usually at its highest
level during the fourth fiscal quarter (32.2% of total net television
advertising revenue in 2002) or the second fiscal quarter (34.1% of the total
net television advertising revenue in 2002). Due in large part to the overall
increase in advertising expenditures in the International, European and Greek
markets during 2002 relative to 2001, our total advertising revenue was up 7.8%
in 2002 relative to 2001. For 2003, we expect advertising revenue to slightly
increase however, our revenues may be affected by a possible war in Iraq.

         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.


                                       43
<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
they are renewed, we seek to develop and maintain long-term relationships with
the agencies and advertisers.

         While we sell a significant portion of our available television
advertising time, we do not sell all of it. In 2002 we sold approximately 92.3%
of total available advertising time during prime time broadcasts and
approximately 81.6% of total available advertising time, including dead time
allocated to audiotext, our magazines, infomercials and home shopping. See "Item
4. --Information on the Company--Business--Television Advertising--General." We
use a variety of means to utilize unsold advertising time in all time periods
(commonly referred to as "dead time") to improve our operating results and cash
flows. These other sources are audiotext and infomercials. We derive revenue
from our majority-owned subsidiary, Audiotex, which generates audiotext revenue,
and from Epikinonia Ltd, which produces infomercials and pays us for production
and technical support.

         Since the beginning of the war in Iraq, we have disrupted our regular
programming schedule in order to provide ongoing news coverage of the war. As a
result, we have experienced a decline in the number of advertisements aired.
This decline, which is expected to continue for the duration of the war, will
adversely affect our advertising revenues.

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


                                       44
<PAGE>

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

         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


                                       45
<PAGE>

(euro)578 thousands ($606 thousands). 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 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.

         As a result of increased costs associated with the war in Iraq,
particlularly due to expanded news coverage of the war, our SG&A is expected to
increase for the duration of the war, which could adversely affect our results
of operation.

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.

         We also undertook the following transactions:

         o        in October 1999, we acquired a 51% interest in Daphne for
                  total consideration of approximately(euro)3.52 million ($3.69
                  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 (euro)0.16 million ($0.17 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
                  (euro)0.32 million ($0.34 million). If computed at 7.5% of net
                  revenues, the royalty payment would have been (euro)0.20
                  million ($0.21 million). See "Item 5. --Information on the
                  Company--Business--Other Sources of Revenue--Audiotex;"

         o        in February 2000, we advanced (euro)8.80 million ($9.23
                  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


                                       46
<PAGE>

                  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 35,000 ($31,153)
                  and, in the third 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(euro)2.59 million ($2.72 million). This
                  entity owns a portion of the land on which we intend to
                  relocate our offices and production facilities;

         o        in 2000, we purchased shares of Euroholdings Capital &
                  Investment Corp. (previously known as Athenian Capital
                  Holdings S.A.) for an aggregate purchase price of(euro)45.6
                  million ($47.8 million). Due to a general decline in prices on
                  the Athens Stock Exchange, the value of our investment was
                  impacted and we determined that an other-than-temporary loss
                  resulted and write-downs of(euro)37.4 million ($39.2 million)
                  and(euro)4.8 million ($5.0 million) were recorded in the
                  consolidated statement of operations for the years ended
                  December 31, 2001 and 2002 under the caption other expenses
                  net, respectively. To the extent that the fair value is
                  impacted by future declines in prices on the Athens Stock
                  Exchange, and our investment cost, as written down, is less
                  than fair value for an extended period of time, any resulting
                  additional unrealized losses, will be recorded in the
                  consolidated statement of operations for the applicable
                  periods;

         o        in January 2001, we acquired a 51% interest in Blues Hall EPE,
                  a music hall, for cash consideration of(euro)17.9 thousands (
                  $18.7 thousands).

         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
                  (euro)44.0 thousands ($46.2 million) was contributed as an
                  initial investment;

         o        in October 2001, we established "Antenna Pay TV", which
                  acquired a 5% interest in NetMed N.V. with the option to
                  increase our interest to 15% within two years following the
                  closing. Antenna Pay TV owns 100% of Antenna Gold Overseas Ltd
                  which owns "Antenna Gold", a television channel that was
                  launched on the NetMed platform in 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 (euro)47.0 thousands.
                  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 (euro)58.7 thousands,
operating


                                       47
<PAGE>

budgets, senior management positions, borrowing and amendments to contractual
obligations) are accounted for using the equity method.

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,
                                                           ------------------------------
                                                        1998    1999      2000    2001     2002
                                                        ----    ----      ----    ----     ----
                                                                    (IN PERCENT)
<S>                                                    <C>     <C>       <C>     <C>      <C>
Net Revenue
   Advertising revenue                                  90.6%   88.3%     71.6%   71.8%    72.5%
   Related party revenue                                 8.1     5.0       3.0     3.7      3.4
   Publication revenue                                    --     4.6      14.0    12.9     11.4
   Other revenue                                         1.3     2.1      11.4    11.6     12.7
                                                       -----   -----     -----   -----    -----
     Total net revenue                                 100.0   100.0     100.0   100.0    100.0
Cost of sales                                           16.7    20.1      29.4    40.0     41.4
Selling, general and administrative expenses            12.5    12.0      13.0    17.7     18.2
Amortization of programming costs                       38.3    30.4      24.6    27.7     28.1
Depreciation and amortization                            1.9     2.1       2.6     4.9      5.0
                                                       -----   -----     -----   -----    -----
Operating income                                        30.6    35.4      30.4     9.7      7.2
Interest (expense), net                                 (8.8)   (6.8)     (6.0)  (11.8)   (13.2)
Foreign exchange (losses) net                          (12.4)   (5.0)     (5.4)   (3.2)     6.0
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)    (1.3)
Minority interest in (profit) loss of                                              0.9     (0.4)
   unconsolidated subsidiaries                            --    (0.1)     (0.1)
                                                       -----   -----     -----   -----    -----
Earnings (loss)  before income taxes                     9.9    28.5      18.2   (28.4)    (0.8)
(Provision) benefit  for income taxes                   (6.5)  (11.5)     (5.4)    9.0     (0.5)
Extraordinary gain on repurchase of senior notes          --      --       0.2     0.2       --
Cumulative effect of a change in accounting
   principle                                              --      --        --    (0.4)    (0.6)
                                                       -----   -----     -----   -----    -----
Net income (loss)                                        3.4    17.0      13.0   (19.6)    (1.9)
                                                       =====   =====     =====   =====    =====
</TABLE>

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


                                       48
<PAGE>

         REVENUE. Total net revenue increased (euro)10.8 million ($11.3
million), or 6.8%, from (euro)158.1 million ($165.8 million) in 2001 to
(euro)168.9 million ($177.1 million) in 2002. This increase was primarily
attributable to an increase in revenue from Antenna TV's operations of (euro)9.8
million ($10.3 million), or 9.2%, from (euro)107.0 million ($112.2 million) in
2001 to (euro)116.8 million ($122.5 million) in 2002, an increase in revenue of
(euro)1.6 million ($1.7 million), or 81.3%, from Heaven Music, an increase in
revenue of (euro)0.8 million ($0.8 million), or 14.6%, from Audiotex and an
increase in revenue of (euro)0.4 million ($0.4 million), or 9.7%, from Nova
Bulgaria. This increase was partially offset by a decrease of (euro)1.9 million
($2.0 million) in revenues from Daphne.

         Advertising revenue, which comprised 72.5% of total net revenues for
2002 (71.8% in the prior period), increased by (euro)8.9 million ($9.3 million),
or 7.8%, from (euro)113.5 million ($119.0 million) in 2001 to (euro)122.4
million ($128.3 million) in 2002. This increase principally reflected an
increase in advertising revenue of (euro)9.3 million ($9.8 million) from Antenna
TV's operations, primarily due to the overall increase in advertising
expenditures in the Greek market, partially offset by a decrease of (euro)0.4
million ($0.4 million) in revenue from Nova Bulgaria.

         Related party revenue, decreased (euro)0.1 million ($0.1 million), or
1.5%, from (euro)5.8 million ($6.1 million) in 2001 to (euro)5.7 million ($6.0
million) in 2002.

         Publication revenue, decreased (euro)1.0 million ($1.1 million), or
5.1%, from (euro)20.4 million ($21.4 million) in 2001 to (euro)19.4 million
($20.3 million) in 2002. The decrease was a result of the increased competition
from newspaper publishers.

         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, increased (euro)3.0 million ($3.1 million) from
(euro)18.4 million ($19.3 million) in 2001 to (euro)21.4 million ($22.4 million)
in 2002. This increase was primarily attributable to an increase in revenue from
Heaven Music of (euro)1.6 million ($1.7 million) or 81.1%, an increase in other
revenue from Audiotex of (euro)0.8 million ($0.8 million) or 14.6%, an increase
in other revenue from Nova Bulgaria of (euro)0.8 million ($0.8 million) and an
increase of other revenue from Antenna TV's operations of (euro)0.7 ($0.7
million) or 16.8%. This increase was partially offset by a decrease in other
revenue from Daphne of (euro)0.9 million ($0.9 million) or 34.2%.

         COST OF SALES. Cost of sales increased (euro)6.7 million ($7.0
million), or 10.6 %, from (euro)63.3 million ($66.4 million) in 2001 to
(euro)70.0 million ($73.4 million) in 2002. This increase was attributable
primarily to an increase of (euro)7.7 million ($8.1 million) of cost of sales
from Antenna TV's operations, due primarily to airing the new reality shows BIG
BROTHER and FAME STORY and to lesser extent to airing foreign and Greek
features, partially offset by a decrease in the cost of news. Furthermore the
cost of sales increase was attributable to an increase in the cost of sales of
(euro)1.2 million ($1.3 million) from Audiotex, (euro)0.8 million ($0.8 million)
from Heaven, and of (euro)0.6 million ($0.6 million) from Daphne. These
increases were partially offset by decreases in cost of sales of Antenna
Internet and Nova Bulgaria of (euro)1.4 million ($1.5 million) and (euro)1.3
million ($1.4 million), respectively.

         SG&A. Selling General & Administrative expense increased (euro)2.8
million ($2.9 million), or 10.0%, from (euro)28.0 million ($29.4 million) in
2001 to (euro)30.8 million ($32.3 million) in 2002. This increase was
attributable primarily to an increase of SG&A of (euro)2.5 million ($2.6
million), or 16.1% from Antenna TV, mainly due to higher costs associated with
marketing and market research fees in connection with the launch of our new
programming, particularly FAME STORY, of which the ratings were initially much
lower than expected and due to higher frequency fees and maintenance expenses.
The increase of SG&A was also attributable to an increase of (euro)1.3 million
($1.4 million) from Nova Bulgaria and to a lesser extent an increase of SG&A of
(euro)0.5 million ($0.5 million) and of (euro)0.2 million ($0.2 million) from
Heaven Music


                                       49
<PAGE>

and Vips, respectively. The increase in total SG&A was partially offset by the
decrease of (euro)1.2 million ($1.3 million) of SG&A from Daphne and a reduction
of (euro)0.3 million ($0.3 million) of SG&A from Antenna Radio.

         AMORTIZATION. Amortization of programming costs increased (euro)3.7
million ($3.9 million), or 8.5%, from (euro)43.7 million ($45.8 million) in 2001
to (euro)47.4 million ($49.7 million) in 2002 due to increased programming costs
and accelerated amortization.

         DEPRECIATION. Depreciation increased (euro)0.7 million ($0.7 million),
or 8.6%, from (euro)7.7 million ($8.1 million) in 2001 to (euro)8.4 million
($8.8 million) in 2002. This increase was attributable to an increase of
depreciation of (euro)1.1 million ($1.2 million) from Antenna TV due to higher
capital expenditures, an increase of depreciation of (euro)0.2 million ($0.2
million) from Antenna Internet and an increase of depreciation of (euro)0.1
million ($0.1 million) from Audiotex. This increase was partly offset by the
adoption of SFAS No. 141 and SFAS No. 142 (see note 2 to our consolidated
financial statements) whereby goodwill of (euro)5.1 million ($5.3 million) is
not amortized but rather tested for impairment.

         OPERATING INCOME. Operating income decreased (euro)3.1 million ($3.3
million), or 20.2 %, from (euro)15,3 million ($16.0 million) in 2001 to
(euro)12.2 million ($12.8 million) in 2002, principally reflecting an increase
in costs of Antenna TV, Audiotex and Nova Bulgaria and a decrease of revenues
from Daphne.

         INTEREST EXPENSE, NET. Interest expense, net increased (euro)3.4
million ($3.6 million), or 18.4%, from (euro)18.6 million ($19.5 million) in
2001 to (euro)22.1 million ($23.1 million) in 2002. This increase was a result
of interest expense for the entire year associated with our euro denominated
senior notes due 2008 as compared to approximately six months in 2001 since
these notes were issued on June 18, 2001.

         FOREIGN EXCHANGE. Foreign exchange gains increased (euro)15.2 million
($15.9 million) from a loss of (euro)5.0 million ($5.2 million) in 2001 to a
gain of (euro)10.2 million ($10.7 million) in 2002, as a result of the
appreciation of the euro to the US dollar.

         OTHER EXPENSE, NET. Other expense net decreased (euro)35.0 million
($36.7 million) from a loss of (euro)37.4 million ($39.2 million) in 2001 to a
loss of (euro)2.4 ($2.5 million) in 2002. The decrease was primarily
attributable to the fact that in 2001 we wrote-down our marketable equity
securities of Euroholdings Capital & Investment Corp. (previously known as
Athenian Capital Holdings) by (euro)37.4 million ($39.2 million) as compared to
write-down of (euro)4.8 million ($5.0 million) in 2002.

         MINORITY INTEREST IN (INCOME) LOSS OF CONSOLIDATED ENTITIES. Minority
interest decreased by (euro)0.8 million ($0.8 million), from a gain of (euro)1.4
million ($1.5 million) in 2001 to a gain of (euro)0.7 million ($0.7 million) in
2002.

         PROVISION (BENEFIT) FOR INCOME TAXES. Provision for income taxes
increased (euro)14.9 million ($15.6 million) from a benefit of (euro)13.9
million ($14.6 million) in 2001 to an expense of (euro)0.9 million ($0.9
million) in 2002 due to the fact that in 2001 a tax benefit of (euro)14.0
million ($14.7 million) was associated with the other-than-temporary loss of
marketable equity securities.

         CUMULATIVE EFFECT OF A CHANGE IN ACCOUNTING PRINCIPLE. As a result of
the adoption of SOP 00-2, a one-time after tax charge of (euro)0.6 million ($0.7
million) representing a change in accounting policy was recorded in 2001 as
compared to a one-time after tax charge of (euro)0.2 million ($0.2 million) in
2002 resulting from the adoption of SFAS 141 and 142 on January 1, 2002.

         NET INCOME (LOSS). Net loss decreased (euro)27.8 million ($29.1
million) from a loss of (euro)31.0 million ($32.5 million) in 2001 to a loss of
(euro)3.2 million ($3.4 million) in 2002. This decrease was primarily due to the
fact


                                       50
<PAGE>

that in 2001 the other-than-temporary loss from the write-down of our marketable
equity securities of Euroholdings Capital & Investment Corp. (previously known
as Athenian Capital Holdings S.A.) was (euro)37.4 million ($39.2 million)
whereas in 2002 the write-down was (euro)4.8 million ($5.0 million). The
decrease was also the result of the positive exchange rate differences because
of the strengthening of the euro to the U.S. dollar and the improvements of the
operating performance of our subsidiaries.

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

         REVENUE. Net revenue decreased (euro)4.1 million ($4.3 million), or 2.5
%, from (euro)162.2 million ($170.1 million) in 2000 to (euro)158.1 million
($165.8 million) in 2001. This decrease was primarily attributable to a decrease
in revenue from Antenna TV's operations, of which (euro)10 million ($10.5
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 (euro)5.9 million ($6.2 million), or 3.8%.

         Advertising revenue, which comprised 71.8% of total net revenues for
2001 (71.6% in the prior period), decreased by (euro)2.7 million ($2.8 million),
or 2.3 %, from (euro)116.2 million ($121.8 million) in 2000 to (euro)113.5
million ($119.0 million) in 2001. This decrease principally reflected a decrease
in advertising revenue of (euro)4.8 million ($5.0 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 (euro)1.0 million ($1.0 million), partially offset by an
increase in advertising revenue from Daphne of (euro)1.0 million ($1.0 million)
and from Nova Television of (euro)2.2 million ($2.3 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 (euro)0.9 million ($0.9 million), or
19.2 %, from (euro)4.9 million ($5.1 million) in 2000 to (euro)5.8 million ($6.0
million) in 2001. The increase was principally attributable to the increased
royalty fees charged to Antenna Cyprus as a result of the (euro)0.9 million
($0.9 million) fee for the broadcasting rights for BIG BROTHER, and, to a lesser
extent, to the increased license fees charged to Antenna Satellite of (euro)0.6
million ($0.6 million) resulting from a larger subscriber base and an increased
fee per subscriber.

         Publication revenue, decrease (euro)2.2 million ($2.3 million), or
9.8%, from (euro)22.6 million ($23.7 million) in 2000 to (euro)20.4 million
($21.4 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 (euro)0.1 million ($0.1 million) from
(euro)18.5 million ($19.4 million) in 2000 to (euro)18.4 million ($19.5 million)
in 2001. This decrease was primarily attributable to a decrease of other revenue
from Antenna TV's operations of (euro)7.7 million ($8.1 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 (euro)3.3 million ($3.5 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 (euro)3.4 million ($3.6 million) of
other revenue from information services provided by the mobile telephone
companies primarily related to BIG BROTHER, the addition of (euro)2.0 million
($2.1 million) of other revenue from Heaven Music and the addition of (euro)1.1
million ($1.2 million) of other revenue from theatrical productions at Blues
Hall.


                                       51
<PAGE>

         COST OF SALES. Cost of sales increased (euro)15.6 million ($16.4
million), or 33 %, from (euro)47.7 million ($50.0 million) in 2000 to (euro)63.3
million ($66.4 million) in 2001. This increase was attributable primarily to an
increase of (euro)5.6 million ($5.9 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 increase in the cost of news of (euro)0.9 million ($0.9
million) as a result of the cost of covering the war in Afghanistan. This
increase was also attributable to an increase of (euro)4.0 million ($4.2
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 (euro)1.8
million ($1.9 million) from Antenna Internet, of (euro)1.5 million ($1.6
million) from Heaven Music, of (euro)1.4 million ($1.5 million) from Blues Hall
and an increase of (euro)1.0 million ($1.0 million) of cost of sales from
Audiotex.

         SG&A. Selling General & Administrative expense increased (euro)6.9
million ($7.2 million), or 32.5%, from (euro)21.1 million ($22.0 million) in
2000 to (euro)28.0 million ($29.4 million) in 2001. This increase was
attributable primarily to an increase of SG&A of (euro)2.3 million ($2.4
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 (euro)1.4 million ($1.5 million) from Antenna TV, mainly due
to contributions to a pension fund for journalists that 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 traveling, 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 (euro)1.0 million ($1.0 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 (euro)3.9
million ($4.1 million), or 9.8%, from (euro)39.8 million ($41.7 million) in 2000
to (euro)43.7 million ($45.8 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 (euro)3.5 million ($3.7 million),
or 85.9%, from (euro)4.2 million ($4.4 million) in 2000 to (euro)7.7 million
($8.1 million) in 2001. This increase was attributable to an increase of
depreciation of (euro)1.6 million ($1.7 million) from Daphne due to higher
capital expenditures incurred towards the end of 2000 and during 2001, the
addition of (euro)0.7 million ($0.7 million) of depreciation from Nova Bulgaria
and the addition of (euro)0.7 million ($0.7 million) of depreciation from
Antenna Internet for computer hardware and software.

         OPERATING INCOME. Operating income decreased (euro)34.1 million ($35.8
million), or 69 %, from (euro)49.4 million ($51.8 million) in 2000 to (euro)15.3
million ($16.0 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 (euro)8.9
million ($9.3 million), or 92%, from (euro)9.7 million ($10.2 million) in 2000
to (euro)18.6 million ($19.5 million) in 2001. This increase was due to the
addition of interest expense and amortization of issuance costs of (euro)8.5
million ($8.9 million) associated with our newly issued Euro denominated senior
notes due 2008 and the appreciation of the US dollar against the drachma in 2001
compared to 2000, partially offset by a decrease in interest expense of


                                       52
<PAGE>

approximately (euro)1.0 million ($1.0 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.

         FOREIGN EXCHANGE. Foreign exchange losses decreased (euro)3.7 million
($3.9 million) from (euro)8.7 million ($9.1 million) in 2000 to (euro)5.0
million ($5.2 million) in 2001, primarily reflecting the lower US dollar
denominated debt as a result of the partial repurchase in 2001 of certain of our
US dollar denominated senior notes due 2007.

         OTHER EXPENSE, NET. Other expense, net, increased (euro)35.0 million
($36.6 million) from a loss of (euro)0.6 million ($0.6 million) in 2000 to a
loss of (euro)37.4 ($39.2 million) in 2001. The increase was primarily
attributable to the write-down of our marketable equity securities of
Euroholdings Capital & Investment Corp. (previously known as Athenian Capital
Holdings S.A.) of (euro)37.4 million ($39.2 million), of which (euro)33.5
million ($35.1 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 (euro)1.6 million
($1.7 million) from a loss of (euro)0.2 million ($0.2 million) in 2000 to a gain
of (euro)1.4 million ($1.5 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 (euro)23.0 million ($24.1 million) from an expense of (euro)9.1
million ($9.5 million) in 2000 to a benefit of (euro)13.9 million ($14.6
million) in 2001. The decrease was principally a result of a tax benefit of
(euro)14 million ($14.7 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 (euro)0.6 million ($0.6
million) representing a change in accounting policy was recorded in the first
quarter of 2001.

         NET INCOME (LOSS). Net income decreased (euro)52.1 million ($54.6
million) from an income of (euro)21.1 million ($22.1 million) in 2000 to a loss
of (euro)31.0 million ($32.5 million) in 2001. However, excluding the write-down
of our investment in Euroholdings Capital & Investment Corp. (previously known
as Athenian Capital Holdings S.A.), net of tax of (euro)23.4 million ($24.5
million), the net loss would have been (euro)7.6 million ($8.0 million) due
primarily to the operating losses of Nova Television, Daphne, Antenna Internet,
Antenna Radio, Blues Hall and Part Time.

B.       LIQUIDITY AND CAPITAL RESOURCES

         We have historically funded our operations, expenditures for
programming, working capital requirements and capital expenditures principally
through a combination of equity contributions, indebtedness and cash flow from
operations. As a result of our expected delisting, we will not have access to
the public equity markets.

         FUTURE COMMITMENTS AND FUNDING SOURCES

         At December 31, 2002 our contractual cash commitments, with initial or
remaining terms are as follows (all amounts in thousands (euro)):


                                       53
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                          PAYMENTS DUE BY PERIOD
------------------------------------------------------------------------------------------------------------------
 CONTRACTUAL OBLIGATIONS          TOTAL        2003        2004        2005        2006        2007    THEREAFTER
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>            <C>         <C>         <C>         <C>       <C>          <C>
LONG-TERM DEBT (1)              213,180         489          --          --          --      68,941       143,750
-------------------------------------------------------------------------------------------------------------------
CAPITAL LEASE OBLIGATIONS         2,868         870         807         620         464         107            --
-------------------------------------------------------------------------------------------------------------------
OPERATING LEASES                 11,721       3,533       3,092       3,309         465         491           831
-------------------------------------------------------------------------------------------------------------------
OTHER LONG-TERM                   2,621          --         558         160         161          --         1,742
OBLIGATIONS (2)
-------------------------------------------------------------------------------------------------------------------
TOTAL CONTRACTUAL CASH          230,390       4,892       4,457       4,089       1,090      69,539       146,323
OBLIGATIONS
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
                                TOTAL                   AMOUNT OF COMMITMENT EXPIRATION PER PERIOD
  OTHER COMMERCIAL             AMOUNTS ----------------------------------------------------------------------------
     COMMITMENTS              COMMITTED        2003        2004        2005        2006        2007    THEREAFTER
-------------------------------------------------------------------------------------------------------------------
UTILIZED LINES                   17,875      17,875          --          --          --          --            --
OF CREDIT (3)
-------------------------------------------------------------------------------------------------------------------
LETTERS OF GUARANTEE              7,882       7,592         290          --          --          --            --
(4)
-------------------------------------------------------------------------------------------------------------------
OTHER COMMITMENTS (5)            20,506          --       4,769       5,007       5,246       5,484            --
-------------------------------------------------------------------------------------------------------------------
TOTAL COMMERCIAL
COMMITMENTS                      46,263      25,467       5,059       5,007       5,246       5,484            --
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Long-term debt is comprised of our senior notes and long-term
         indebtedness. Our US dollar denominated senior notes due 2007 are
         redeemable, in whole or in part, at our option at any time on or after
         August 12, 2002. Our Euro denominated senior notes due 2008 are
         redeemable, in whole or in part at our option at any time on or after
         June 11, 2005. The above payment schedule does not give effect to the
         repurchases of our senior notes due 2007 from time to time. In February
         2002 we repurchased (euro)2,500,000 of our senior notes due 2008 for
         (euro)2,050,000 and in December 2002 we repurchased (euro)3,750,000 of
         our Senior Notes due 2008 for (euro)2,555,000. Additionally, in
         December 2002 we repurchased $4,000,000 of our Senior Notes due 2007
         for $2,760,000.

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

(3)      Revolving credit.

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

(5)      The amounts reflect commitments to licensed film rights.

         As of December 31, 2002, we had approximately (euro)215.2 million
($225.6 million) of long term debt (which includes the current portion of
long-term debt of (euro)0.5 million) compared to (euro)239.5 million ($251.1
million) in 2001. 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.


                                       54
<PAGE>

         As of December 31, 2002, we had approximately (euro)17.9 million ($18.7
million) of bank overdrafts and short-term borrowings as compared to (euro)17.5
million ($18.3 million) in 2001. Bank overdrafts and short-term borrowings
primarily consist of Daphne borrowings of (euro)16.2 million ($16.9 million)
dominated in euro. It also included short-term borrowings of (euro)1.6 million
($1.7 million) of Antenna Radio dominated in Yen and euro. We had unused bank
lines at December 31, 2002 of (euro)38.8 million ($40.7 million), of which
Antenna TV had unused bank lines at December 31, 2002 of (euro)27.9 million
($29.3 million).

         Our principal use of funds is payments for programming (which includes
cash expenditures for programming aired during the period plus cash expenditures
for programming to be aired in the future), which expenditures totaled
(euro)50.5 million ($52.9 million) in 2001 and (euro)62.0 million ($65.0
million) in 2002. These expenditures totaled (euro)61.1 million ($64.1 million)
in 2000.

         OPERATING ACTIVITIES. Net cash used in operating activities was
(euro)12.2 million ($12.8 million) in 2001 compared to net cash provided for
operating activities of (euro)10.9 million ($11.4 million) in 2002. The
improvement of (euro)23.1 million was mainly due to accelerated collections of
receivables and deferred payments to suppliers. Net cash used for operating
activities was (euro)13.7 million $14.4 million) in 2000.

         INVESTING ACTIVITIES. Net cash used in investing activities was
(euro)23.8 million ($25.0 million) in 2001 and (euro)4.6 million ($4.8 million)
in 2002. The decrease from 2001 was mainly due to the acquisition of a 5%
interest in NetMed NV. Net cash used in investing activities was (euro)72.3
million ($75.8 million) in 2000.

         FINANCING ACTIVITIES. Net cash provided by financing activities was
(euro)111.0 million ($116.4 million) in 2001 compared to net cash used by
financing activities of (euro)8.8 million ($9.2 million) in 2002, primarily
reflecting the fact that in 2001 we obtained proceeds of (euro)150.0 million
($157.3 million) from our 2008 euro Senior Notes issued on June 18, 2001. In
2002, we repurchased certain of our senior notes. Net cash provided by financing
activities was (euro)8.9 million ($9.3 million) in 2000.

         DISTRIBUTABLE RESERVES. We have distributable reserves in our Greek
statutory accounts of approximately (euro)1.7 million ($1.8 million) as of
December 31, 2002.

C.       CRITICAL ACCOUNTING PRINCIPLES AND ESTIMATES

         In response to SEC Release No. 33-8040 "Cautionary Advice Regarding
Disclosures about Critical Accounting Policies" and SEC Release No. 33-8056
"Commission Statement about Management's Discussion and Analysis of Financial
Condition and Results of Operations", we have identified the following critical
accounting policies that affect the more significant judgments and estimates
used in the preparation of our consolidated financial statements. The
preparation of our financial statements in conformity with 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.

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


                                       55
<PAGE>

         We have recorded goodwill and intangibles resulting from our
acquisitions completed in the past three years. Through December 31, 2001,
goodwill and intangibles have been amortized on a straight-line basis over their
respective lives. On January 1, 2002, we adopted SFAS No. 142, where we ceased
amortizing goodwill and performed an impairment analysis to assess the
recoverability of goodwill. During the first quarter, we completed our initial
impairment review, which indicated that there was an impairment loss resulting
from the initial application of SFAS No. 142. The impairment loss amounting to
(euro)0.953 million ($0.999 million), net of tax has been recorded as a
cumulative effect of a change in accounting principle.

         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 maintain an allowance for doubtful accounts for estimated losses
resulting form the inability of our customers to make required payments, which
results in bad debt expense. We determine the adequacy of this allowance by
continually evaluating individual customer receivables, considering the
customers' financial condition, credit history and current economic conditions.
If the financial condition of our customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances may be
required. We have recorded 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, the net realizable value of the
account receivable will be impacted.

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

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

         We have recorded a valuation allowance against the net deferred tax
assets, which are not expected to fully reverse before their expiration and
relate to the start up operating losses of Antenna Internet and 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 results of operations.

         Our share of Euroholdings Capital & Investment Corp. (previously known
as Athenian Capital Holdings S.A.) that we purchased in 2000 are
available-for-sale marketable equity securities. Due to the general decline in
prices on the Athens Stock Exchange, the value of our investment was impacted
and we


                                       56
<PAGE>

determined that an "other than temporary" loss resulted and a write-down
of (euro)37.4 million ($39.2 million) for 2001 and (euro)4.8 million ($5.0
million) for 2002 which were recorded in the consolidated statement of
operations under the caption other expense, net. To the extent that the fair
value is impacted by future declines in prices on the Athens Stock Exchange, and
our investment cost, as written down, is 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.

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 4.8% during 1998, 2.6% during 1999, 3.2 % during
2000, 3.5 % during 2001 and 3.5% during 2002.

RECENT ACCOUNTING PRONOUNCEMENTS

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.


                                       57
<PAGE>

         Upon adoption of SFAS No. 141 and SFAS No. 142, we evaluated our
existing intangible assets and goodwill that were acquired in a prior purchase
business combination, and made any necessary reclassifications required by SFAS
No. 141. Upon the adoption of SFAS No. 142, we reassessed the useful lives and
residual values of all intangible assets acquired in purchase business
combinations. In addition, to the extent an intangible asset was identified as
having an indefinite useful life, we tested the intangible asset for impairmemt
in acordance with the provisions of SFAS No. 142 during the first quarter of
2002.

         In connection with the transitional goodwill impairment evaluation,
Statement 142 required us to perform an assessment of whether there is an
indication that goodwill is impaired as of the date of adoption. To accomplish
this, we identified our reporting units and determined the carrying value of
each reporting unit by assigning the assets and liabilities, including the
existing goodwill and intangible assets, to those reporting units as of the date
of adoption. To the extent a reporting unit's carrying amount exceeded its fair
value, an indication existed that the reporting unit's goodwill was impaired. In
the second step, we compared the implied fair value of the reporting unit's
goodwill, determined by allocating the reporting unit's fair value to all of its
assets (recognized and unrecognized) and liabilies in a manner similar to a
purchase price allocation in accordance with Statement 141, to its carrying
amount, both of which had been measured as of the date of adoption. We adopted
this standard and recorded a transitional impairment loss of (euro)0.9 million
($0.9 million), net of tax as a cumulative effect of a change in accounting
principle from this initial adoption.

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.


                                       58
<PAGE>

         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 adoption of this statement did not have a
material impact on consolidated financial statements.

SFAS NO. 145

         In April 2002, the FASB issued Statement No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. The Statement updates, clarifies and simplifies existing accounting
pronouncements. Statement No. 145 rescinds Statement 4, which required all gains
and losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result, the criteria in Opinion 30 will now be used to classify those gains and
losses. Statement No. 64 amended Statement No. 4 and is no longer necessary
because Statement No. 4 has been rescinded.

         The provisions of this standard are effective for fiscal years
beginning after May 15, 2002. Gains or losses on extinguishments of debt that
were classified as extraordinary in prior years shall be reclassified upon
adoption of this statement. Early application of this statement may be as of the
beginning of the fiscal year or as of the beginning of the interim period in
which this statement is issued. We adopted this standard in the second quarter
of 2002 and we reclassified prior years extraordinary gains on the repurchase of
senior notes amounting to (euro)610,000 for the year ended December 31, 2000,
(euro)534,000 for the year ended December 31 2001 and (euro)2,477,000 for the
year ended December 31, 2002 to other (expenses), net.

ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.

         In June 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. Statement No. 146 addresses
financial accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3.,
"LIABILITY RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS
TO EXIT AN ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)".

         Statement No. 146 applies to costs associated with an exit activity
that does not involve an entity newly acquired in a business combination or with
a disposal activity covered by Statement No. 144, ACCOUNTING FOR THE IMPAIRMENT
OR DISPOSAL OF LONG-LIVED ASSETS. Those costs include, but are not limited to:
termination benefits provided to current employees that are involuntarily
terminated under the terms of a benefit arrangement that, in substance, is not
an ongoing benefit arrangement or an individual deferred compensation contract;
costs to terminate a contract that is not a capital lease; and costs to
consolidate facilities or relocate employees. Statement No. 146 does not apply
to costs associated with the retirement of long-lived assets covered by FASB
Statement No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.

         Generally a liability for exit or disposal activity costs shall be
recognized and measured at its fair value in the period in which the liability
is incurred (except for a liability for one-time termination benefits that is
incurred over time). In the unusual circumstances in which fair value cannot be
reasonably estimated, the liability shall be recognized in the period in which
the fair value can be reasonably estimated.

         The provisions of Statement No. 146 are effective for exit or disposal
activities initiated after December 31, 2002. Early application is encouraged
and previously issued financial statements shall not be restated. We have not
yet determined the impact that this statement may have on the consolidated
financial statements.

ASSET IMPAIRMENT AND DISPOSAL ISSUES


                                       59
<PAGE>

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

ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       DIRECTORS AND SENIOR MANAGEMENT

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

<TABLE>
<CAPTION>

   NAME                                  AGE    POSITION WITH THE COMPANY
   ----                                  ---    -------------------------
<S>                                       <C>   <C>
DIRECTORS AND SENIOR MANAGEMENT:
   Minos Kyriakou                         61    Chairman
   Theodore Kyriakou                      29    Vice Chairman
   Spilios Charamis                       66    Group General Manager, Vice Chairman
   Jonathan Procter                       42    TV Group Chief Executive Officer
   Maurice Avdelas                        49    Antenna TV-General Manager/Managing Director (CEO)
   Nikolaos Angelopoulos                  54    Group Chief Financial Officer; Director
   George Antypas                         58    Director
   Panagiotis Fotilas                     59    Director
   Athina Kyriakou                        23    Director
   Xenophon Kyriakou                      31    Director

OTHER OFFICERS:
   John Michelakis                        43    Group News Manager
   Alkistis Marangoudaki                  39    TV Group Programming Manager
   Dimitrios Dallas                       56    TV Group Technical Manager
   Vagelis Moraitis                       37    Group Sales and Marketing General Manager
   Michael Poulos                         45    Group Human Resources and Administration Manager
   Kostas Kibouropoulos                   46    Radio Group General Manager/Managing Director
</TABLE>


                                       60
<PAGE>

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

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

         MR. SPILIOS CHARAMIS has over 30 years experience in broadcasting and
joined us as Antenna TV's General Manager in 1989. He has been our TV Group
General Manager since September 2000. He has served as our Vice Chairman since
September 1998. He also serves as an officer of Antenna Cyprus. His previous
employment includes general manager of Mole-Richardson Ltd., deputy general
manager of ERT, vice president of Hellas Radio and managing director of
Bioplastic S.A. Mr. Charamis studied Law at the University of Athens and Cinema
and Television at the University of California at Los Angeles. Mr. Spilios
Charamis was appointed Group General Manager, Vice Chairman, 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 the General Manager of Antenna TV since
September 2000 and our Managing Director (CEO) since January 2002. He was our
Deputy General Manager from December 1997 to September 2000 and has worked for
us since 1990 as head of the Marketing and Research team where he served as
Director since 1991. Before that, he worked as Director of Marketing for the
radio station Flash 96.1 and as a Research Advisor of the Greek Cinematography
Center. He holds a degree from the School of Business and Economics and has
completed graduate studies in the field of mass media. He also holds a doctorate
degree from the Universite Paris VIII and has been involved in several research
projects and lectures on the subject of mass media in Greece.

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

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


                                       61
<PAGE>

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

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

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

         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.


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<PAGE>

B.       COMPENSATION

DIRECTOR COMPENSATION

         We paid cash compensation of an aggregate of (euro)0.38 million ($0.40
million) in 2002 to our senior and other officers. Messrs. Minos Kyriakou and
Theodore Kyriakou do not receive any compensation for their services to us. 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 (euro)0.02 million ($0.2 million) to state-sponsored pension plans
on behalf of three executive officers in 2002.

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.

         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, Antypas 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 our 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 2002, we employed approximately 1,491 full-time
employees (1,611 at the end of 2001 and 1,597 at the end of 2000) through a
number of businesses. Our main businesses, television, publications and radio
employed 966, 279 and 162 persons, respectively. Of our 1,491 employees, 1,071
were production, programming and news personnel, 294 were administrative
personnel and 126 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 31, 2003 by:

         o        our directors; and

         o        our senior management;

                                       NUMBER OF SHARES BENEFICIALLY OWNED (1)
                                       ---------------------------------------
     NAME                                       NUMBER      PERCENT
     ----                                       ------      -------
Minos Kyriakou  (2)                          4,962,358        25.0
Theodore Kyriakou  (3)                       4,854,310.5      24.45
Xenophon Kyriakou  (4)                       4,854,310.5      24.45
Athina Kyriakou  (5)                         4,854,310.5      24.45
Spilios Charamis                                    --           --
Jonathan 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)      The shares held by Mr. Minos Kyriakou are held of record by Holnest
         Investments Limited, an Irish company. See "Item 7A. - Major
         Shareholders."

(3)      The shares held by Mr. Theodore Kyriakou are held of record by
         Globecast Holdings Limited, an Irish company. See "Item 7A. - Major
         Shareholders."

(4)      The shares held by Mr. Xenophon Kyriakou are held of record by
         Altavista Global Holdings Limited, an Irish company. See "Item 7A. -
         Major Shareholders."

(5)      The shares held by Ms. Athina Kyriakou are held of record by Praxis
         Global Investments Limited, an Irish company. See "Item 7A. - Major
         Shareholders."

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

ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       MAJOR SHAREHOLDERS

         The table below presents information as of March 31, 2003 showing the
beneficial ownership of shares of our capital stock, represented by 19,849,440
shares, by persons or groups of affiliated persons known by us to own more than
5% of our shares. All such shares have the same voting rights as our shares
owned by our other shareholders.

                                                             PERCENT OF
                                        NUMBER             CAPITAL STOCK
             SHAREHOLDERS              OF SHARES             OUTSTANDING
             ------------              ---------             -----------
Holnest Investments Limited(1)         4,962,358                25.00%
Globecast Holdings Limited(2)          4,854,310.5              24.45%
Altavista Global Holdings
   Limited(3)                          4,854,310.5              24.45%
Praxis Global Investments
   Limited(4)                          4,854,310.5              24.45%

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


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<PAGE>

(1)      Mr. Minos Kyriakou, our Chairman of our Board of Directors, owns 100%
         of the share capital of Holnest Investments Limited, an Irish company,
         the address of which is Russel Court, St. Stephens Green, Dublin 2
         Ireland. Mr. Kyriakou has sole voting and dispositive power over the
         shares held by Holnest Investments Limited.

(2)      Mr. Theodore Kyriakou, our Vice Chairman and the son of Mr. Minos
         Kyriakou, owns 100% of the share capital of Globecast Holdings Limited,
         an Irish company (or Globecast), the address of which is Russel Court,
         St. Stephens Green, Dublin 2 Ireland. Mr. Kyriakou has sole voting and
         dispositive power over the shares held by Globecast.

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

B.       DISCLOSURES CONCERNING THE EFFECTS OF TRANSACTIONS WITH RELATED PARTIES

         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

         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 (euro)0.14
million ($0.15 million) in 2000. Revenue generated in 2001 and thereafter 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 with
Antenna Satellite, a company affiliated with Mr. Minos Kyriakou, through 50%
indirect share ownership and membership on the board of directors. Under the
programming agreement, we provide Antenna Satellite with television programs for


                                       65
<PAGE>

broadcast in the United States and Canada, in consideration for a license fee
computed on a total subscriber basis (the total monthly fee ranges from $75,000
in 2000, to $90,000 in 2002). We reported revenues under the programming
agreement of (euro)0.90 million ($0.8 million) in 2000, (euro)1.54 million ($1.4
million) in 2001 and (euro)0.95 million ($1 million) in 2002.

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

         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 (euro)2.4 million ($2.5 million) in 2002.
See note 6 of the notes to our consolidated financial statements.

         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 2002 totaled (euro)0.3
million ($0.3 million). The Company that owns Rythmos FM is owned by the sister
of our Chairman.

         EUROHOLDINGS CAPITAL & INVESTMENT CORP. In 2000, we purchased shares of
Euroholdings Capital & Investment Corp. (previously known as Athenian Capital
Holdings S.A.) for an aggregate purchase price of (euro)45.6 million ($44.9
million). Due to a general decline in prices on the Athens Stock Exchange, the
value of our investment was impacted and we determined that an
other-than-temporary loss resulted and write-downs of (euro)37.4 million ($36.9
million) and (euro)4.8 million ($4.7 million) were recorded in the consolidated
statement of operations for the years ended December 31, 2001 and 2002 under the
caption other expenses net, respectively. To the extent that the fair value is
impacted by future declines in prices on the Athens Stock Exchange, and our
investment cost, as written down, is less than fair value for an extended period
of time, any resulting additional unrealized losses, will be recorded in the
consolidated statement of operations for the applicable periods. We currently
own approximately 14.5% of Euroholdings' share capital and our principal
shareholders own an additional approximately 15%.

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

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.


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<PAGE>

         Our ADSs, each representing one-half of one share, are quoted on the
Nasdaq National Market under the symbol "ANTV." The Bank of New York acts as
depositary for the ADSs.

         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 28, 2003, the last reported sale price of our ADSs on Nasdaq
was $1.55 per ADS.

                             NASDAQ NATIONAL MARKET

 (A)  ANNUAL HIGH AND LOW MARKET PRICES
                                                    NASDAQ PRICE PER ADS
                                                    --------------------
                                                      HIGH        LOW
                                                      ----        ---
                                                            ($)

      1999(1)                                       19 7/8      8 1/8

      2000                                          26 1/2     12 1/8

      2001                                          20 1/2      1 7/8

      2002                                           2 3/5        1/3

 (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
                                                      ----        ---
                                                            ($)
      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
      2002
        First quarter                                2 3/5       1 1/4
        Second quarter                               1 3/4       1 1/5
        Third quarter                                1 1/4       1/3
        Fourth quarter                               1 1/6       1/2

 (C)  MONTHLY HIGH AND LOW MARKET PRICES
                                                    NASDAQ PRICE PER ADS
                                                    --------------------
                                                      HIGH        LOW
                                                      ----        ---
                                                            ($)
      2002

        September                                      4/5         1/3
        October                                      1 1/7         1/2
        November                                     1 1/7         4/5
        December                                     1 1/6      1 1/10

      2003

        January                                     1 7/16       1 1/7
        February                                    1 6/25       24/25


ITEM 10. ADDITIONAL INFORMATION

A.       SHARE CAPITAL

         Not applicable.


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<PAGE>

B.       MEMORANDUM AND ARTICLES OF ASSOCIATION

VOTING RIGHTS AND RESTRICTIONS

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

DIVIDENDS

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

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

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

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

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

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

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

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

         The minimum dividends required by Greek corporate law (6% of paid in
share capital) may be waived only with the unanimous consent of our
shareholders. Since August 1998, our shareholders have waived the payment of
these dividends. The indenture governing our senior notes restricts our ability
to pay dividends to amounts tied to our net income or to proceeds of equity
issuances, in either case, as measured following U.S. GAAP. For a further
discussion concerning the payment of dividends, see "Item 3. -- Key Information
-- Risk Factors--Risks relating to our indebtedness." 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 Board of Directors at ordinary or extraordinary meetings convenes
the General Assembly. Ordinary meetings are required to be held once each fiscal
year, within six months after the end of our fiscal year. The Board of Directors
may convene extraordinary meetings when they consider it necessary or pursuant
to a request of holders of 5% or more of our share capital. The General Assembly
must be summoned at least 20 days before the date set for the meeting, except if
self-convened.

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

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

         o        amendments to our Charter;

         o        increases or decreases of our capital;

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

         o        election and remuneration of the auditors;

         o        approval of the annual financial statements;

         o        issuance of bonds;

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

         o        grants of stock options to our directors and employees;

         o        repurchases of our shares for price stabilization purposes;

         o        waiver of the dividends required by Greek corporate law;

         o        appointment of liquidators; and


                                       69
<PAGE>

         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.

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

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

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


                                       70
<PAGE>

         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.

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

RESTRICTIONS ON OWNERSHIP

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

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

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

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

         o        acquisitions from banking societes anonymes for the account of
                  third parties; o gratuitous acquisitions of shares paid-off in
                  full (if acquired shares are not sold within one year of the
                  acquisition, the shares must be canceled); and

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

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


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<PAGE>

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

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

         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

         On March 5, 2001, we announced that, in order to protect the value of
our investment in Euroholdings Capital & Investment Corp. (previously known as
Athenian Capital Holdings S.A.), our Chairman, Mr. Minos Kyriakou, agreed to
underwrite our investment such that in the event that we continue to hold shares
in Euroholdings 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 Euroholdings 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.


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<PAGE>

D.       EXCHANGE CONTROLS

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

E.       TAXATION

         The information below under the captions "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). 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.


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<PAGE>

         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.

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 ASE is taxed at a flat rate of 37.5 %, or 35% if it shares
are listed on the Athens Stock Exchange (or 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.


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<PAGE>

         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 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 (euro)117.4 and (euro)1,173.9.


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<PAGE>

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

         STAMP DUTY

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

         INHERITANCE OR SUCCESSION AND DONATION TAXES

         Under Greek law, foreign individuals or legal entities who are neither
residents, nor deemed to be residents of Greece under Greek tax law, may be
exempted from inheritance, or succession and donation taxes on 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


                                       76
<PAGE>

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 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.


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<PAGE>

         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 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.


                                       78
<PAGE>

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

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

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

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

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

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

UNITED STATES TAXATION

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

         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.


                                       79
<PAGE>

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

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

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

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


                                       80
<PAGE>

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
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


                                       81
<PAGE>

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

F.       DIVIDENDS AND PAYING AGREEMENT

         Not applicable.

G.       STATEMENT BY EXPERTS

         Not applicable.

H.       DOCUMENTS ON DISPLAY

         We are subject to the information 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, for The Bank of New York, as
depository 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. The reports and other information
are also available free of charge at the SEC's website at WWW.SEC.GOV

         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.


                                       82
<PAGE>

I.       SUBSIDIARY INFORMATION

         Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

FOREIGN EXCHANGE RISK MANAGEMENT

         As of January 1, 2002, our functional currency is euro. Prior to that
date, our functional currency was the drachma. However, certain of our revenue,
operating costs and expenses are denominated in currencies other than the euro.
Transactions involving other currencies were converted into euro (and will be
converted into euro) using the exchange rates in effect at the time of the
transactions. Assets and liabilities denominated in other currencies are stated
at the euro equivalent (for periods prior to January 1, 2002) using exchange
rates in effect at period-end. Non-euro denominated revenue, principally from
licensing and distribution of programming outside Greece, accounted for
(euro)8.6 million ($9.0 million) or 5.1 % of total net revenue in 2002 and
(euro)8.7 million ($9.1 million) or 5.5%, of total net revenue in 2001. Our
non-euro denominated operating costs, principally foreign-produced programming
invoiced in U.S. dollars, accounted for 3.7% of total net revenue in 2002 and
4.4% of total net revenue in 2001. Non-euro denominated indebtedness (primarily
U.S. dollars) totaled (euro)70.0 million ($73.4 million) or 33.0% of total
indebtedness, at December 31, 2002 (including the current portion of long-term
debt of (euro)0.5 million in 2002 as compared to (euro)0.5 in 2001), and
(euro)77.4 million ($81.2 million), or 34% of total non-drachma indebtedness, at
December 31, 2001. Gains and losses resulting from exchange rate fluctuations
are reflected in the statements of operations.

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

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

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

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

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


                                       83
<PAGE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2001
FINANCIAL INSTRUMENT                               MATURITY (2007)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
<S>                                              <C>    <C>   <C>          <C>    <C>    <C>
Senior notes due 2007 ($76.3 million)              5.7         76.3         74.6          78.2
Average interest rate                                    9.4%                      --

                                                               DECEMBER 31, 2002
FINANCIAL INSTRUMENT                               MATURITY (2007)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
Senior  notes due 2007 ($72.3 million)             8.9           72.3       49.6          52.0
Average interest rate                                    9.8%                       --
                                                               DECEMBER 31, 2001
FINANCIAL INSTRUMENT                               MATURITY (2008)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
Senior notes due 2008 ((EURO)150  million)       150.0        157.3        127.5         133.7
Average interest rate                                   10.2%                      --

                                                               DECEMBER 31, 2002
FINANCIAL INSTRUMENT                               MATURITY (2008)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
Senior notes due 2008 ((EURO)143.7 million)      143.7        150.7        101.3         106.3
Average interest rate                                   10.2%                      --
</TABLE>

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


INTEREST RATE RISK MANAGEMENT

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

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

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2001
FINANCIAL INSTRUMENT                               MATURITY (2007)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
<S>                                              <C>    <C>   <C>          <C>    <C>    <C>
Senior notes due 2007 ($76.3 million)             85.7         76.3         74.6          78.2
Average interest rate                                    9.4%                      --

                                                                              DECEMBER 31, 2002
FINANCIAL INSTRUMENT                               MATURITY (2007)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))        ($)
                                                                 (IN MILLIONS)
Senior notes due 2007 ($72.3 million)             68.9         72.3         49.6          52.0
Average interest rate                                    9.8%                      --

                                                               DECEMBER 31, 2001
FINANCIAL INSTRUMENT                               MATURITY (2008)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))         ($)
                                                                 (IN MILLIONS)
Senior notes due 2008 ((EURO)150  million)       150.0        157.3        127.5         133.7
Average interest rate                                   10.2%                      --
</TABLE>


                                       84
<PAGE>

<TABLE>
<CAPTION>
                                                               DECEMBER 31, 2002
FINANCIAL INSTRUMENT                               MATURITY (2008)              FAIR VALUE
--------------------                               ---------------              ----------
                                                   ((EURO))     ($)       ((EURO))         ($)
                                                                 (IN MILLIONS)
<S>                                              <C>    <C>   <C>          <C>    <C>    <C>
Senior notes due 2008 ((EURO)143.7 million)      143.7        150.7        101.3         106.3
Average interest rate                                   10.2%                      --
</TABLE>

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

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES.

         Not applicable.



ITEM 13. DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES

         Not applicable.

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

         Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

         EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. Our Chief Executive
Officer and Chief Financial Officer evaluated the effectiveness of our
disclosure controls and procedures as of a date within 90 days of the filing of
this report (Evaluation Date), and concluded that, as of the Evaluation Date,
our disclosure controls and procedures were effective to ensure that information
we are required to disclose in our filings under the Exchange Act are recorded,
processed, summarized and reported, within the time periods specified in the
SEC's rules and forms, and to ensure that information required to be disclosed
by us in the reports that we file under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, as appropriate to allow timely decisions regarding
required disclosure.

         CHANGES TO INTERNAL CONTROLS AND PROCEDURES FOR FINANCIAL REPORTING.
There were no significant changes to our internal controls or in other factors
that could significantly affect these controls subsequent to the Evaluation
Date.

ITEM 16. RESERVED



ITEM 17. FINANCIAL STATEMENTS

         Not applicable.

ITEM 18. FINANCIAL STATEMENTS

         See pages F1 to F46


                                       85
<PAGE>

ITEM 19.   EXHIBITS

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

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

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

     4.1   Agreement dated June 14, 2001 between Antenna and Mr. Minos Kyriakou
           relating to Antenna's investment in Euroholdings Capital & Investment
           Corp. (previously known as Athenian Capital Holdings S.A.). (3)

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

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

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

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

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

(3)      Incorporated by reference to Annual Report on Form 20-F filed with the
         SEC on March 29, 2002.


                                       86
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

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

Consolidated Statements of Operations for the years ended
  December 31, 2000, 2001 and 2002 .....................................     F-3

Consolidated Balance Sheets as of December 31, 2001 and 2002 ...........     F-4

Consolidated Statements of Shareholders' Equity for the years ended
  December 31, 2000, 2001 and 2002 .....................................     F-6

Consolidated Statement of Cash Flows for the years ended
  December 31, 2000, 2001 and 2002 .....................................     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, 2001 and 2002, 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, 2002.
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, 2001 and 2002, and the
consolidated results of its operations and its cash flows for each of the years
in the three-year period ended December 31, 2002, in conformity with generally
accepted accounting principles in the United States.



/s/ KPMG

Athens, Greece
February 10, 2003




                                      F-2
<PAGE>


                                 ANTENNA TV S.A.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
        (IN THOUSANDS OF EURO AND US DOLLARS, EXCEPT EARNINGS PER SHARE)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,
                                                           ---------------------------------------------------------
                                           NOTES              2000           2001            2002             2002
                                       --------------      ---------       ---------       ---------       ---------
                                                            ((EURO))        ((EURO))        ((EURO))          ($)
<S>                                    <C>                 <C>             <C>             <C>             <C>
Advertising revenue                                          116,187         113,545         122,414         128,351
Related party revenue                        6                 4,851           5,785           5,699           5,975
Publication revenue                                           22,615          20,402          19,354          20,293
Other revenue                              2, 22              18,532          18,359          21,383          22,420
                                                           ---------       ---------       ---------       ---------
Total net revenue                            31              162,185         158,091         168,850         177,039
                                                           ---------       ---------       ---------       ---------
Cost of sales                                                 47,699          63,302          69,993          73,388
Selling, general and
     administrative expenses                                  21,122          27,994          30,792          32,285
Amortization of programming costs            8                39,828          43,747          47,445          49,746
Depreciation and amortization            9, 10, 11             4,164           7,740           8,403           8,811
                                                           ---------       ---------       ---------       ---------

Operating income                                              49,372          15,308          12,217          12,809
Interest expense, net                    2, 13, 14,
                                           15, 16             (9,703)        (18,640)        (22,079)        (23,150)

Foreign exchange (losses) gains, net         23               (8,758)         (5,041)         10,163          10,657
Equity in net income (loss) in
     unconsolidated affiliate                7                     7             (5)              (3)             (3)
Related party commission income              6                   140              --              --              --
Other (expense), net                         24                 (666)        (37,377)         (2,371)         (2,486)
Minority interest in (income) loss
     of consolidated entities                                   (250)          1,423             671             704
                                                           ---------       ---------       ---------       ---------
Earnings (loss) before income taxes                           30,142         (44,332)         (1,402)         (1,469)
Provision (benefit) for income taxes         18                9,082         (13,958)            860             902
                                                           ---------       ---------       ---------       ---------
Earnings (loss) before change in
     accounting principle                                     21,060         (30,374)         (2,262)         (2,371)
Cumulative effect of a change in
     accounting principle (net of
     income taxes of(euro)347 and
     (euro)117)                              2                    --            (578)           (953)         (1,000)
                                                           ---------       ---------       ---------       ---------
Net income (loss)                                             21,060         (30,952)         (3,215)         (3,371)
                                                           =========       =========       =========       =========
Basic and diluted earnings (loss)
     per share before cumulative
     effect of the change in
     accounting principle                    2                   1.1            (1.5)           (0.2)           (0.2)
                                                           =========       =========       =========       =========
Basic and diluted (loss) per share
     of change in accounting principle                            --              --              --              --
                                                           =========       =========       =========       =========
Basic and diluted earnings (loss)
     per share                               2                   1.1            (1.5)           (0.2)           (0.2)
                                                           =========       =========       =========       =========
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2002
                       balances is (euro) 1.00 to $ 1.0485

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



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

                                      F-3
<PAGE>

                                 ANTENNA TV S.A.

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2002
                      (IN THOUSANDS OF EURO AND US DOLLARS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                           DECEMBER 31,
                                                               ----------------------------------------------
                                                  NOTES          2001               2002              2002
                                               -----------     ---------          ---------         ---------
                                                               ((euro))            ((euro))             ($)
<S>                                            <C>             <C>                <C>               <C>
CURRENT ASSETS:
   Cash and cash equivalents                                     104,597             89,815            94,171
   Marketable equity securities                     7              8,221              3,531             3,702
   Restricted cash                                                    44                 --                --
   Accounts receivable, less allowance
      for doubtful accounts of(euro)5,632
      in December 2001 and(euro)6,747 in
      December 2002                                 4             79,110             77,715            81,484
   Inventories                                      5              2,171              2,303             2,415
   Due from related parties                         6             18,639             15,799            16,565
   Advances to related parties                      6              2,888              3,761             3,943
   Advances to third parties                                       9,950              7,786             8,164
   Deferred tax assets                             18              1,720              4,137             4,338
   Prepaid expenses and other current
        assets                                                       481                684               717
   Income and withholding tax advances                             2,068              1,451             1,522
                                                               ---------          ---------         ---------
      Total current assets                                       229,889            206,982           217,021
                                                               ---------          ---------         ---------

Investments                                         7             13,535             13,532            14,188
Property and equipment, net                         9             24,579             21,319            22,353
Broadcast, transmission and printing
     equipment under capital leases, net           10              4,760              4,102             4,301
Deferred charges, net                               1              7,208              5,559             5,829
Programming costs                                   8             84,219             98,755           103,545
Due from related party                              6             11,256              9,754            10,227
Advances to related parties                         6                153                153               160
Goodwill                                            1              5,856              5,120             5,367
Other amortizable intangible assets, net           11                702                474               498
Deferred tax assets                                18              5,648             17,561            18,413
Other assets                                       12              9,200              9,230             9,677
                                                               ---------          ---------         ---------
      Total assets                                               397,005            392,541           411,579
                                                               =========          =========         =========
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2002
                       balances is (euro) 1.00 to $ 1.0485

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



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

                                      F-4
<PAGE>

                                 ANTENNA TV S.A.

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2002
                      (IN THOUSANDS OF EURO AND US DOLLARS)

                       LIABILITIES & SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                    -----------------------------------------------
                                                  NOTES               2001               2002                2002
                                              ------------          ---------          ---------          ---------
                                                                     ((EURO))          ((EURO))              ($)
<S>                                           <C>                   <C>                <C>                <C>
CURRENT LIABILITIES:
   Bank overdrafts and short-term
        borrowings                                 13                  17,491             17,875             18,742
   Current portion of obligations under
        capital leases                             16                   1,038                870                912
   Current portion of long-term debt               15                     508                489                513
   Trade accounts, notes and cheques
        payable                                                        26,124             34,790             36,477
   Program license payable                                             13,141             20,723             21,728
   Customer advances                                                      781              1,174              1,231
   Payable to related parties                       6                       5                 23                 24
   Accrued interest                               13,14                11,209              9,644             10,112
   Accrued expenses and other current
        liabilities                                17                  15,040             13,268             13,911
   Income taxes payable                            18                   1,938             10,646             11,162
   Deferred tax liability                          18                   2,525              3,712              3,892
                                                                    ---------          ---------          ---------
      Total current liabilities                                        89,800            113,214            118,704
                                                                    ---------          ---------          ---------

LONG-TERM LIABILITIES:
   Senior Notes                                    14                 235,706            212,691            223,007
   Long-term debt                                  15                     587                 --                 --
   Long-term obligations under capital
        leases                                     16                   2,688              1,998              2,095
   Payable to related parties                       6                     396                398                417
   Employee retirement benefits                    19                   1,517              1,742              1,826
   Long-term provisions                            29                     488                481                505
                                                                    ---------          ---------          ---------
      Total liabilities                                               331,182            330,524            346,554
                                                                    ---------          ---------          ---------

Minority interests                                                        737                 66                 69
                                                                    ---------          ---------          ---------
SHAREHOLDERS' EQUITY:
   Share capital                                   20                   5,825              5,825              6,108
   Additional paid--in capital                                         84,270             84,270             88,357
   Accumulated deficit                                                (25,010)           (28,225)           (29,594)
   Accumulated other comprehensive income                                   1                 81                 85
                                                                    ---------          ---------          ---------
      Total shareholders' equity                                       65,086             61,951             64,956
                                                                    ---------          ---------          ---------
Commitments and contingencies                     28,29                    --                 --                 --
   Total liabilities and shareholders'
        equity                                                        397,005            392,541            411,579
                                                                    =========          =========          =========
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2002
                       balances is (euro) 1.00 to $ 1.0485

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



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

                                      F-5
<PAGE>

                                 ANTENNA TV S.A.

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
                             (IN THOUSANDS OF EURO)

<TABLE>
<CAPTION>
                                                         ACCUMULATED (DEFICIT) RETAINED EARNINGS
                                --------------------------------------------------------------------------------------------------
                                                       LEGAL,
                                                      TAX FREE   ACCUMULATED              ACCUMULATED
                                          ADDITIONAL    AND       (DEFICIT)                  OTHER
                                 SHARE     PAID--IN    OTHER       RETAINED              COMPREHENSIVE     GRAND     COMPREHENSIVE
                                CAPITAL    CAPITAL    RESERVES     EARNINGS    TOTAL      INCOME (LOSS)    TOTAL     INCOME (LOSS)
                                -------   ----------  --------   -----------  --------   --------------  ---------   -------------
<S>                             <C>        <C>        <C>        <C>          <C>        <C>             <C>         <C>
BALANCE DECEMBER 31, 1999        5,825      84,270     8,371      (23,489)     (15,118)           --        74,977            --
Net income for the year             --          --        --       21,060       21,060            --        21,060        21,060
Unrealized loss on
     available for
     sale equity
     securities, net
     of(euro)13,416.3 tax
     benefit                                                                                 (20,124)      (20,124)      (20,124)
Currency translation
     adjustment                     --          --        --           --           --            (1)           (1)           (1)
Total comprehensive
     income                         --          --        --           --           --            --            --           935
Transfer of statutory
     earnings to
     legal, tax free
     and other reserves             --          --       742         (742)          --            --            --            --
                             -----------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2000        5,825      84,270     9,113       (3,171)       5,942       (20,125)       75,912
Net (loss) for the year             --          --        --      (30,952)     (30,952)            --      (30,952)      (30,952)
Realization of other
     than temporary loss
     of marketable equity
     securities                     --          --        --           --           --        20,124        20,124        20,124
Currency translation
     adjustment                     --          --        --           --           --             2             2             2
                                                                                                                     ------------
Total comprehensive (loss)          --          --        --           --           --            --            --       (10,826)
                                                                                                                     ============
Transfer of statutory
     earnings to legal,
     tax free and other
     reserves                       --          --       562         (562)          --            --            --            --
                             -----------------------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2001        5,825      84,270     9,675      (34,685)     (25,010)            1        65,086            --
Net (loss) for the year             --          --        --       (3,215)      (3,215)           --        (3,215)       (3,215)
Unrealized gain on
     available for sale
     equity securities, net
     of taxed charge of
     (euro)43)                      --          --        --           --           --            80            80            80
                                                                                                                     ------------
Total comprehensive loss            --          --        --           --           --            --            --        (3,135)
                                                                                                                   ==============
Transfer of statutory
     earnings to legal,
     tax free and other
     reserves                       --          --    (7,451)       7,451           --            --            --
                             -------------------------------------------------------------------------------------
BALANCE DECEMBER 31, 2002        5,825      84,270     2,224      (30,449)     (28,225)           81        61,951
                             =====================================================================================
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2002
                       balances is (euro) 1.00 to $ 1.0485

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



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

                                      F-6
<PAGE>

                                 ANTENNA TV S.A.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002
                      (IN THOUSANDS OF EURO AND US DOLLARS)

<TABLE>
<CAPTION>
                                                                                              YEAR ENDED DECEMBER 31,
                                                                                    -----------------------------------------------
                                                                                      2000         2001          2002        2002
                                                                                    --------     --------     --------     --------
                                                                                    ((EURO))     ((EURO))     ((EURO))       ($)
<S>                                                                                 <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                                                  21,060      (30,952)      (3,215)      (3,371)

   ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
   Gain from repurchase of Senior Notes                                                 (366)        (334)      (2,474)      (2,594)
   Cumulative effect of a change in accounting principle                                  --          578          953        1,000
   Deferred income taxes                                                               2,267      (16,052)     (13,026)     (13,658)
   Minority interest on acquired entities                                                250       (1,423)        (671)        (704)
   Equity in net loss (income) of unconsolidated affiliate                                (7)           5            3            3
   Amortization of debt issuance expenses                                                643        1,324        1,124        1,178
   Write down in marketable equity securities                                             --       37,392        4,813        5,046
   Depreciation of property and equipment and capital leases and
        amortization of programming costs, goodwill and other intangibles             43,992       51,487       55,848       58,557
   Provision for other long-term liabilities                                             332           --           --           --
   Provision for employee retirement benefits                                            205          241          225          236

   CHANGE IN CURRENT ASSETS AND LIABILITIES
      (Increase) decrease in accounts and other receivable                            (7,268)      (5,772)       1,395        1,463
      (Increase) decrease in due from/to related parties                              (3,444)      (8,688)       3,488        3,657
      (Increase) in programming costs                                                (50,077)     (49,410)     (56,807)     (59,562)
      (Increase) in prepaid and licensed programming expenditures                    (10,974)      (1,100)      (5,174)      (5,425)
      (Decrease) increase in trade accounts, notes and cheques payable                  (572)      (2,935)       8,665        9,085
      (Decrease) increase in licensed program payable                                 (1,673)       7,362        7,582        7,950
      (Increase) in inventories                                                         (779)        (106)        (132)        (138)
      (Decrease) increase in customer advances                                           308         (488)         393          412
      Increase (decrease) in accrued expenses and other liabilities                   (3,701)       7,711       (3,335)      (3,497)
      Increase (decrease) in income taxes payable                                      4,228       (3,417)       8,708        9,130
      Other, net                                                                      (8,159)       2,397        2,495        2,616
                                                                                    --------     --------     --------     --------
      Total adjustments                                                              (34,795)      18,772       14,073       14,755
                                                                                    --------     --------     --------     --------
NET CASH (USED) PROVIDED IN OPERATING ACTIVITIES                                     (13,735)     (12,180)      10,858       11,384
                                                                                    --------     --------     --------     --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisition and right of acquisition of businesses, net of cash                   (16,050)     (13,535)        (187)        (196)
   Acquisition of marketable equity securities                                       (45,613)          --           --           --
   Dividends received                                                                    208           --           --           --
   Purchase of assets under capital leases                                                --       (1,673)        (177)        (185)
   Purchase of fixed assets                                                          (10,823)      (8,566)      (4,227)      (4,432)
                                                                                    --------     --------     --------     --------
NET CASH (USED) IN INVESTING ACTIVITIES                                              (72,278)     (23,774)      (4,591)      (4,813)
                                                                                    --------     --------     --------     --------
CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from Senior Notes                                                             --      150,000           --           --
   Debt issuance costs                                                                    --       (5,447)         (52)         (55)
   Proceeds (repayment) from long-term debt                                               --          981         (606)        (635)
   Redemption of Senior Notes                                                        (20,705)     (14,412)      (7,736)      (8,111)
   Increase (decrease) in bank overdrafts and short term borrowings, net              29,405      (21,534)         384          403
   Decrease in restricted cash                                                           511          693           44           46
   Increase in lease obligation                                                           --        1,673          177          186
   Repayments of capital lease obligations                                              (521)        (920)      (1,035)      (1,085)
                                                                                    --------     --------     --------     --------
NET CASH PROVIDED (USED) IN  FINANCING ACTIVITIES                                      8,690      111,034       (8,824)      (9,251)
                                                                                    --------     --------     --------     --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                8,810        4,789      (12,225)     (12,819)
(INCREASE) DECREASE IN CASH                                                          (68,513)      79,869      (14,782)     (15,499)
CASH AT BEGINNING OF YEAR                                                             93,242       24,728      104,597      109,670
                                                                                    --------     --------     --------     --------
CASH AT END OF YEAR                                                                   24,729      104,597       89,815       94,171
                                                                                    ========     ========     ========     ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
   Cash paid for interest                                                             11,713       11,691       24,221       25,396
   Cash paid for income taxes                                                          2,316        1,138        5,081        5,327
</TABLE>

     Exchange rate for the convenience translation of the December 31, 2002
                       balances is (euro) 1.00 to $ 1.0485

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



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

                                      F-7
<PAGE>

                                 ANTENNA TV S.A.

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


1.       OPERATIONS OF THE COMPANY

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


2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENTS

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

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

ACQUISITIONS OF UNRELATED BUSINESSES

         I)       YEAR ENDED DECEMBER 31, 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 (euro)162 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
(euro)505 which has been allocated to amortizable intangible assets. 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, 2002 amounted
to (euro)6,526. Assuming the revenues remained the same over the remaining years
the additional


                                      F-8
<PAGE>

                                 ANTENNA TV S.A.

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


consideration paid would be approximately (euro)4,797. 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 (euro)23 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 (euro)4.01
million. The acquisitions included 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 (euro)35. In
2001, the remaining 1% interest was purchased for Bulgarian Levy of 23,000
((euro)12). 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, (euro)3.94 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 (euro)2.59 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, (euro)1.89 million
has been allocated to land and (euro)0.1 million to goodwill.

         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 (euro)164.4 million, (euro)20.9 million and
(euro)1.05, 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, 2001

         In January 2001, the Company acquired a 51% interest in Blues Hall EPE
for cash consideration of (euro)18. This acquisition was accounted for using the
purchase method and, accordingly, the net assets acquired have been recorded at
their fair value and the results of operations included from the date of
acquisition. Based on estimates of fair value, (euro)920 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 (euro)59.

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


                                      F-9
<PAGE>

                                 ANTENNA TV S.A.

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


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

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

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

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

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

         On October 8, 2001 the Company completed its acquisition of a 5%
interest in NetMed NV, the pay television platform of MIH Limited in Greece and
Cyprus (acquiring 622 Class E shares) for cash consideration of $12.3 million.
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.

         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 licensed a twelve-hour
television channel called "Antenna Gold". Antenna Gold was launched during
September 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 are receiving a fee in
respect of each subscriber, as defined in the channel distribution agreement. We
are also entitled to 100% of all revenue derived from the sale of advertising
and sponsorships on Antenna Gold.

         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. In 2002 Antenna TV assigned the rights
to distribute Big Brother II to MultiChoice Hellas through a channel on the Nova
bouquet. The right expired on June 30, 2002.

BUSINESS COMBINATIONS AND GOODWILL AND OTHER INTANGIBLE ASSETS

         On January 1, 2002 the Company adopted FASB Statement No. 141, BUSINESS
COMBINATIONS, and Statement No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
Statement 141 requires that the purchase


                                      F-10
<PAGE>

                                 ANTENNA TV S.A.

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


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.

         Upon adoption of SFAS No 141 and SFAS No 142 the Company evaluated its
existing intangible assets and goodwill that were acquired in a prior purchase
business combination, and made any necessary reclassifications required by SFAS
No141. Upon the adoption of SFAS 142, the Company reassessed the useful lives
and residual values of all intangible assets acquired in purchase business
combinations. In addition, to the extent an intangible asset was identified as
having an indefinite useful life, the Company tested the intangible asset for
impairment in accordance with the provisions of SFAS No 142 during the first
quarter of 2002.

         In connection with the transitional goodwill impairment evaluation,
Statement 142 required the Company to perform an assessment of whether there is
an indication that goodwill is impaired as of the date of adoption. To
accomplish this, the Company identified its reporting units and determined the
carrying value of each reporting unit by assigning the assets and liabilities,
including the existing goodwill and intangible assets, to those reporting units
as of the date of adoption. To the extent a reporting unit's carrying amount
exceeded its fair value, an indication existed that the reporting unit's
goodwill was impaired. In the second step, the Company compared the implied fair
value of the reporting unit's goodwill, determined by allocating the reporting
unit's fair value to all of its assets (recognized and unrecognized) and
liabilities in a manner similar to a purchase price allocation in accordance
with Statement 141, to its carrying amount, both of which had been measured as
of the date of adoption.

         As of the date of adoption, the Company had unamortized goodwill and
other intangible assets of approximately (euro)6,558 all of which have been
subject to the transition provision of Statements 141 and 142. The related
amortization expense totaled (euro)495 and (euro)1,349 for the years ended
December 31, 2000 and 2001, respectively.

         During the quarter ended March 31, 2002, the Company completed its
impairment review, which indicated that there was an impairment loss resulting
from the initial application of these statements. The impairment loss amounting
to (euro)953, net of tax, has been recorded as a cumulative effect of a change
in accounting principle.

         The following table provides a reconciliation of reported net loss to
adjusted net income for the years ended December 31, 2000 and 2001, as though
SFAS No. 142 had been applied from the beginning of fiscal year 2000:


                                      F-11
<PAGE>

                                 ANTENNA TV S.A.

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


<TABLE>
<CAPTION>
                                                                   FOR THE YEAR ENDED                FOR THE YEAR ENDED
                                                                    DECEMBER 31, 2000                DECEMBER 31, 2001
                                                                 ------------------------         ------------------------
                                                                                                                 EARNINGS
                                                                                EARNINGS                          (LOSS)
                                                                   AMOUNT       PER SHARE           AMOUNT       PER SHARE
                                                                 ----------     ---------         ---------      ---------
<S>                                                              <C>            <C>               <C>            <C>
Reported net income (loss)                                           21,060           1.1           (30,952)          (1.5)
Cumulative effect of change  in accounting principle (SOP 00-2)          --            --               578             --
                                                                 ----------     ---------         ---------      ---------
Reported net income (loss) before the cumulative effect
     of change in accounting principle                               21,060           1.1           (30,374)          (1.5)
Add back amortization:
     Goodwill                                                           495          0.02             1,349           0.06
                                                                 ----------     ---------         ---------      ---------
Adjusted net, income (loss) attributed to common stock
     before the cumulative effect of change in accounting
     principles                                                      21,555          1.12           (29,025)         (1.44)
                                                                 ==========     =========         =========      =========
</TABLE>


         The changes in the carrying amount of goodwill and other intangible
assets for the year ended December 31, 2002 are as follows:

<TABLE>
<CAPTION>
                                                                                        OTHER
                                                                                     AMORTIZABLE
                                                                                     INTANGIBLE
                                                                      GOODWILL         ASSETS
                                                                      --------       -----------
<S>                                                                   <C>            <C>
Balance January 1, 2001                                                 5,856              702
Goodwill and other intangible assets acquired during 2002, net              -              107
Impairment losses upon initial application                               (736)            (335)
                                                                      -------           ------
Balance December 31, 2002                                               5,120              474
                                                                      =======           ======
</TABLE>


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 (euro)59, operating budgets, senior
management positions, borrowing and amendments to contractual obligations) are
accounted for using the equity method. Under the equity method, only Antenna's
investment in and amounts due to and from the equity investee are included in
the consolidated balance sheet and only Antenna's share of the investee's
earnings is included in the consolidated operating results.

         Investments in companies in which Antenna does not have a controlling
interest, or an ownership and voting interest so large as to exert significant
influence, are accounted for at market value if the investments are publicly
traded. If the investment is not publicly traded then the investment is
accounted for at cost.

         Marketable equity securities are classified as "available--for--sale",
and are recorded at fair value with unrealized gains and losses net--of--tax,
included in shareholders' equity under other comprehensive income (loss) until
the investment is sold, at which time the realized gain or loss is included in
income. Dividends and other distributions from both market--value and
cost--method investments are included in income when declared.


                                      F-12
<PAGE>

                                 ANTENNA TV S.A.

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


         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
revenues associated with its programming and music related products in order to
evaluate the ultimate recoverability of programming costs, artist and author
advances which are recorded as assets in the consolidated balance sheet.
Significant estimates and assumptions are also used in the amounts reflected as
allowance for doubtful accounts, contingencies, including tax contingencies,
deferred tax assets, and discounting of long-term receivables. Management
periodically reviews these estimates and management's assessment of
recoverability may change based on actual results.

         The Company refers receivable balances that exceed their credit terms
to a lawyer for collection. Management, in conjunction with input from their
lawyer, provides an allowance for the estimated amount of doubtful accounts.
Periodically, the Company writes--off balances that are deemed to be
uncollectible.

FOREIGN CURRENCY TRANSLATION

         Prior to January 1, 2002, the Company's functional currency was the
drachma. Since January 1, 2002, the Company's functional currency is the Euro.
Transactions involving other currencies are converted into euro using the
exchange rates in effect at the time of the transactions. Monetary assets and
liabilities, which are denominated in other currencies, are stated at the euro
equivalent prevailing at year--end. Gains and losses resulting from foreign
currency remeasurements are reflected in the accompanying consolidated
statements of operations. Gains and losses resulting from the translation of
financial statements are components of other comprehensive income.

REVENUE

         The Company's primary source of revenue is the sale of advertising
time. Advertising revenue is recognized in the period that the spots are aired.

         The Securities and Exchange Commission (SEC) issued Staff Accounting
Bulletin (SAB) 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 adopted the
provisions of SAB 101 which did not have a material effect on the Company's
revenue. Accordingly, the Company recognizes revenue in accordance with SAB 101,
SOP 101 and SOP 00-2.


                                      F-13
<PAGE>
                                 ANTENNA TV S.A.

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


         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.

         Revenue earned from infomercial services (included in other revenue) is
recognized as revenue in the period that the infomercial services are rendered.

         Revenue earned from direct marketing and telemarketing (included in
other revenue) is recognized as revenue when the products are shipped or the
services are rendered.

         Revenue from providing content to mobile telephone subscribers for
SMS/WAP services such as political, economic and sporting news, horoscopes,
sport results and message services (including voting capabilities for reality
shows) in exchange for a fee are recognized as revenue when the services are
rendered. Revenue earned from for reality shows web site updates in exchange for
a fee are recognized when the services are rendered.

         Revenue earned from Internet, based advertising services is recognized
as revenue in the period that the advertising messages appear.

         The Company follows the Emerging Issues Task Force (EITF) 99--19
Reporting Revenue Gross as a Principal versus Net as an Agent. The Company in
assessing whether revenue resulting from sales over the Internet are to be
reported gross or net considers the following factors: the Company acts as a
principal in the transaction; the Company takes title to the goods; the Company
has the risks and rewards of ownership; and the Company acts as an agent/broker.

         Revenue 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


                                      F-14
<PAGE>

                                 ANTENNA TV S.A.

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


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, 2000 and
2001 and 2002 totaled (euro)643, (euro)1,324 and (euro)1,124 respectively, and
is included in interest expense net, in the accompanying consolidated statements
of operations.

COMPREHENSIVE INCOME (LOSS)

         Comprehensive income (loss) is as follows:

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED DECEMBER 31,
                                                              -----------------------------------------
                                                                2000             2001             2002
                                                              --------        ---------         --------
<S>                                                           <C>             <C>               <C>
Net income (loss)                                               21,060         (30,952)          (3,215)
Unrealized (loss) gain on available for sale securities, net   (20,124)             --               80
Realization of other than temporary loss of marketable              --           20,124              --
equity securities
Currency translation adjustment                                     (1)               2              --
                                                              --------        ---------         --------
Comprehensive income (loss)                                        935          (10,826)         (3,135)
                                                              ========        =========         ========
</TABLE>

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 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


                                      F-15
<PAGE>

                                 ANTENNA TV S.A.

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


amortization of programming costs is adjusted accordingly. The Company for the
year ended December 31, 2001 recorded a one--time after-tax charge for the
initial adoption of the standard of (euro)578. This charge has been recorded as
a cumulative effect of a change in accounting principle in the consolidated
statement of operations.

         Produced programming includes talk shows, dramas, situation comedies,
soap operas, sporting events and game shows. The related produced programming
costs consist of direct production and production overhead.

         Licensed program rights represent amounts paid or payable to program
suppliers for the right to broadcast the supplier's programs. Such rights are
limited to a contract period or a specific number of showings.

         Rights of sporting events represent amounts paid or payable to
suppliers for the right to broadcast sporting events.

         Prepaid licensed program and sports rights represent licensed program
and sports rights for which payments have been made prior to their availability.
As these programs become available for use they are reclassified to licensed
program rights or rights for sporting events.

         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 (euro) 1,227. No such costs were
incurred for the year ended December 31, 2000 and 2002.

ADVERTISING

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

CASH AND CASH EQUIVALENTS

         The Company considers cash or cash equivalents to be highly liquid
investments such as cash, time deposits and certificates with original
maturities of three months or less.


                                      F-16
<PAGE>

                                 ANTENNA TV S.A.

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


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).

ADVANCES TO THIRD PARTIES

         The Company makes payments to artists, producers and script writers for
services in connection with future programs and promotions. The company also
pays royalties in advance to recording artists (see Recording Artist
Compensation Costs). Such payments are included in production costs or expensed
when services have been rendered.

RECORDING ARTIST COMPENSATION COSTS

         Royalties earned by artist, as adjusted for anticipated returns, is
charged to expense in the period in which the sale of the record, compact disc,
DVD takes place.

         Royalties paid in advance to recording artists is shown as an asset
only if past performance and current popularity provide a sound basis for
estimating the recoverability of the advance.

EMPLOYEE RETIREMENT BENEFITS

         As more fully discussed in Note 19, employee retirement benefits are
provided for on an accrual basis.

INCOME TAXES

         Income taxes 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.


                                      F-17
<PAGE>

                                 ANTENNA TV S.A.

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


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, 2000, 2001 and 2002 net
revenue derived from barter transactions amounted to (euro)320, (euro)1,421 and
(euro)988 respectively.

         The Company's major source of revenue is derived in Greece (see Note
30).

CONCENTRATION OF CREDIT RISK

         Concentration of credit risks with respect to current trade accounts,
are managed as the Company obtains letters of guarantee from banks to support
receivable balances. At December 31, 2001 and 2002, the Company had obtained
letters of guarantee in respect of approximately 3.7% and 4.5% of receivables,
respectively.

         The Company earned 3% ((euro)4,851), 3.7% ((euro)5,785) and 3.4%
((euro)5,699) of net revenues from related companies for the years ended
December 31, 2000, 2001 and 2002, respectively. Accounts receivable relating to
related parties as of December 31, 2001 and 2002 represented 27.4% and 24.7% of
total accounts receivable, respectively. Related party revenue denominated in
foreign currency amounted to (euro)2,594, (euro)3,825 and (euro)3,330 for the
years ended December 31, 2000, 2001 and 2002 respectively. The related
receivables are subject to foreign currency risk.

         Advances to related parties represents 23% and 33% of total advances at
December 31, 2001 and 2002, 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, 2000,
2001 and 2002 no one advertiser accounted for 10% or more of total net revenue.

DISPOSAL OF LONG-LIVED ASSETS

         The Company adopted in 2002 Statement of Financial Accounting Standards
(SFAS) No. 144 Accounting for Impairment or Disposal of Long-Lived Assets.

         Under FASB 144, the components of an entity that have been disposed
shall be reported in discounted operations if both of the following conditions
are met: (a) the operations and cash flows of the components have been (or will
be) eliminated of the ongoing operations of the entity as a result of the
disposal transaction and (b) the entity will not have any significant continuing
involvement in the operations of the component after the disposal transaction.
The income statement of the entity for current and prior periods shall report
the results of operations including the gain/loss on disposal.


                                      F-18
<PAGE>

                                 ANTENNA TV S.A.

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


IMPAIRMENT LOSSES

IMPAIRMENT OF LONG-LIVED ASSETS

         The Company in 2002 adopted Statement of Financial Accounting Standards
(SFAS) No. 144 Accounting for Impairment or Disposal of Long-Lived Assets. This
standard replaced SFAS No. 121 Accounting for the Impairment of Long-Lived
Assets to be Disposed of. In accordance with SFAS No 144 long-lived assets are
measured at the lower of carry amount or fair value, less cost to sell, whether
reported in continuing operations or in discontinued operations. Therefore
discontinued operations are no longer measured at net realizable value or
include amounts for operating losses that have not yet occurred.

         Fair value is determined by quoted market prices and when not
available, the estimate of fair value is based on the best available
information, including prices for similar assets and the results of present
value techniques.

         The Company tests long-lived assets for recoverability whenever events
or changes in circumstances indicate that the carrying amount of the long-lived
asset its fair value.

         The Company had no impairments of long-lived assets for the years ended
December 31, 2000, 2001 and 2002

IMPAIRMENT OF GOODWILL

         The Company adopted in 2002 the Statement of Financial Accounting
Standards (SFAS) No. 142 GOODWILL AND OTHER INTANGIBLE Assets for testing
goodwill for impairment on an annual basis and between tests if an event occurs
or circumstances change that would more likely than not reduce the fair value of
a reporting unit below its carrying amount.

         Fair value is determined by quoted market prices and when not
available, the estimate of fair value is based on the best available
information, including prices for similar assets and liabilities and the results
of using a present value technique (discounted cash flows).

         Prior to the adoption of SFAS No 142 the Company evaluated
recoverability of goodwill, intangible assets and other long-lived assets upon
the occurrence of an event or change in circumstances. Recoverability of these
assets was determined by comparing the forecasted undiscounted net cash flows of
the operation to which the assets relate, to the carrying amount, including
associated intangible assets, of such operation. If the operation was determined
to be unable to recover the carrying amount of its assets, then intangible
assets were written down first, followed by the other long--lived assets of the
operation, to fair value. Fair value was determined based on discounted cash
flows or appraised values, depending upon the nature of the assets.

EARNINGS PER SHARE

         The earnings per common share is computed by dividing net income
applicable to common stock by the weighted average number of issued shares of
common stock for the years ended December 31, 2000,


                                      F-19
<PAGE>

                                 ANTENNA TV S.A.

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


2001 and 2002. Basic earnings per share and diluted earnings per share are equal
as the Company does not have any dilutive securities outstanding.

COSTS OF START--UP ACTIVITIES

         The Company expenses costs of start--up activities and organization
costs as incurred.

ACCOUNTING FOR COMPUTER SOFTWARE

         The Company follows AICPA issued Statement of Position 98--1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use" ("SOP 98--1"), which requires the Company to capitalize certain
internal--use software costs once certain criteria, are met.

ACCOUNTING FOR SHIPPING AND HANDLING FEES AND COSTS

         The Company follows EITF 00--10, "Accounting for Shipping and Handling
Fees and Costs", and EITF 00--14, "Accounting for Certain Sales Incentives".
EITF 00--10 addresses the income statement classification for shipping and
handling fees and costs. EITF 00--14 requires that all expenses relating to
sales incentives such as coupons, rebates and discounts be reported as a
reduction of sales.

NEW ACCOUNTING PRONOUNCEMENTS

SFAS NO. 145

         In April 2002, the FASB issued Statement No. 145, RESCISSION OF FASB
STATEMENTS NO. 4, 44, AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL
CORRECTIONS. The Statement updates, clarifies and simplifies existing accounting
pronouncements. SFAS No. 145 rescinds Statement 4, which required all gains and
losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result, the criteria in Opinion 30 will now be used to classify those gains and
losses. SFAS No. 64 amended SFAS No. 4 and is no longer necessary because SFAS
No. 4 has been rescinded.

         The provisions of this standard are effective for fiscal years
beginning after May 15, 2002. Gains or losses on extinguishments of debt that
were classified as extraordinary in prior years are reclassified upon adoption
of this statement. Early application of this statement may be as of the
beginning of the fiscal year or as of the beginning of the interim period in
which this statement is issued. The Company adopted this standard in the second
quarter of 2002 and has reclassified prior years extraordinary gains on the
repurchase of senior notes amounting to (euro)610 for the year ended December
31, 2000, (euro)534 for the year ended December 31 2001 and (euro)2,477 for the
year ended December 31, 2002 to other (expenses), net.

ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES.


         In June 2002, the FASB issued Statement No. 146, ACCOUNTING FOR COSTS
ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES. SFAS No. 146 addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3., "LIABILITY


                                      F-20
<PAGE>

                                 ANTENNA TV S.A.

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


RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS AND OTHER COSTS TO EXIT AN
ACTIVITY (INCLUDING CERTAIN COSTS INCURRED IN A RESTRUCTURING)".

         SFAS No. 146 applies to costs associated with an exit activity that
does not involve an entity newly acquired in a business combination or with a
disposal activity covered by SFAS No. 144, ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL OF LONG-LIVED ASSETS. Those costs include, but are not limited to:
termination benefits provided to current employees that are involuntarily
terminated under the terms of a benefit arrangement that, in substance, is not
an ongoing benefit arrangement or an individual deferred compensation contract;
costs to terminate a contract that is not a capital lease and costs to
consolidate facilities or relocate employees. SFAS No. 146 does not apply to
costs associated with the retirement of long lived assets covered by FASB
Statement No. 143, ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS.

         Generally a liability for exit or disposal activity costs shall be
recognized and measured at its fair value in the period in which the liability
is incurred (except for a liability for one-time termination benefits that is
incurred over time). In the unusual circumstances in which fair value cannot be
reasonably estimated, the liability shall be recognized in the period in which
the fair value can be reasonably estimated.

         The provisions of SFAS No. 146 are effective for exit or disposal
activities initiated after December 31, 2002. Early application is encouraged
and previously issued financial statements shall not be restated. The Company
has not yet determined the impact that this statement may have on the
consolidated financial statements.

ASSET IMPAIRMENT AND DISPOSAL ISSUES

         In August 2001, the FASB issued SFAS No. 143 Accounting for Asset
Retirement Obligations, effective for fiscal years beginning after June 15,
2002. Initial application of this statement shall be as at the beginning of an
entity's fiscal year. This statement applies to legal obligations associated
with other--than--temporary removal of a tangible long--lived asset from
services. This Statement does not apply to obligations that arise solely from a
plan to dispose of a long--lived asset as that phrase used in paragraph 15 of
FASB Statement 121, Accounting for the Impairment of Long--Lived Assets and for
Long--Lived Assets to be Disposed Of.

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


                                      F-21
<PAGE>

                                 ANTENNA TV S.A.

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


         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.


3.       TRANSLATIONS OF EURO INTO US DOLLARS

         The consolidated financial statements are stated in Euro. Any
translation of Euro amounts into U.S. Dollars are included solely for the
convenience of the reader using the noon buying rate in New York City on
December 31, 2002, which was (euro)1 to $1.0485. The convenience translation
should not be construed as representations that the euro amounts have been,
could have been, or could in the future be, converted into U.S. Dollars at this
or any other rate of exchange.


4.       ACCOUNTS RECEIVABLE

         Accounts receivable are analyzed as follows:

                                                            DECEMBER 31,
                                                      ------------------------
                                                        2001             2002
                                                      --------         -------
Trade                                                   83,312           82,576
Less: allowance for doubtful accounts                  (5,632)          (6,747)
                                                      --------         -------
                                                        77,680           75,829
                                                      --------         -------
OTHER:
   Value added tax                                         205              808
   Employee advances                                     1,225            1,078
                                                      --------         -------
                                                         1,430            1,886
                                                      --------         -------

                                                        79,110           77,715
                                                      ========         =======

ALLOWANCE FOR DOUBTFUL ACCOUNTS:
   Beginning balance                                     4,708            5,632
   Provision for bad debts                                 924            1,115
                                                      --------         -------
   Ending balance                                        5,632            6,747
                                                      ========         =======

5.      INVENTORIES

        Inventories are analyzed as follows:

                                                            DECEMBER 31,
                                                      ------------------------
                                                        2001             2002
                                                      --------         -------
Raw materials                                              495             434
Work--in--progress                                           3              88
Merchandise                                              1,673           1,781
                                                      --------         -------
                                                         2,171           2,303
                                                      ========         =======

         Inventories include paper, ink, packaging materials, telemarketing
products and gifts which are sold with the magazines and books.


                                      F-22
<PAGE>

                                 ANTENNA TV S.A.

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


6.       DUE FROM (TO) RELATED PARTIES

         The Company sells advertising spots, licensing and distribution rights
to certain related parties in the ordinary course of business. Furthermore, the
Company also derives revenue from related parties by charging fees for the use
of the Company's production facilities and technical and administrative services
for the production of infomercials. Such related parties consist of companies,
which have common ownership and/or management with the Company. The Company
believes that, in each case, the terms of such transactions are no less
favorable than those that would be attainable by the Company in the ordinary
course from unaffiliated third parties under similar circumstances. Balances
from related companies are as follows:

                                                            DECEMBER 31,
                                                      -------------------------
                                                        2001              2002
                                                      --------          -------
ACCOUNTS RECEIVABLE
   Current:
      Antenna Satellite TV                               8,213            2,781
      Antenna Optima S.A.                                     2               -
      Epikinonia EPE                                        957           1,190
      Antenna TV Ltd. (Cyprus)                            4,573           5,926
      Antenna Satellite Radio                               389             389
      Echos and Rhythmos EPE                                336             690
      Makedonia TV S.A. (note 12)                         4,169           4,823
                                                       --------         -------
                                                         18,639          15,799
                                                       ========         =======
   Long-term:
      Antenna Satellite TV                               11,256           9,754
                                                       ========         =======

ADVANCES
   Current:
      Epikoinonia EPE                                         -             667
      Antenna Satellite Communications S.A. ..               22               -
      Antenna Optima S.A.                                    11               -
      Echos and Rhythmos EPE                              1,456           2,237
      Makedonia TV S.A.                                     989             621
      Catalogue Auctions Hellas S.A.                        410             236
                                                       --------         -------
                                                          2,888           3,761
                                                       ========         =======
   Long-term:
      JVFM - Epikinonia                                      53              53
      Epikinonia E.P.E.                                     100             100
                                                       --------         -------
                                                            153             153
                                                       ========         =======
ACCOUNTS PAYABLE
   Current
      Makedonia TV S.A.                                       1              12
      Echos and Rythmos EPE                                   4              11
                                                       --------         -------
                                                              5              23
                                                       ========         =======
   Long-term:
      Payable to minority shareholders of Daphne
        Communications S.A.                                 396             398


         Antenna has a licensing agreement with Antenna Satellite TV, a company
in which the Chairman of the Company is a director. Effective January 1, 2000,
the license fee is computed on a per subscriber basis (ranging from $75,000 per
month in 2000 to $90,000 per month in 2002). In 2000, 2001 and 2002, Antenna
recognized (euro)899, (euro)1,537 and (euro)952 respectively of license fees.


                                      F-23
<PAGE>

                                 ANTENNA TV S.A.

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


         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 up 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 Group
General Manager of the Company was 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 (euro)869 and in 2002 the rights of BIG BROTHER II and FAME STORY
for a total of (euro)1,389, respectively.

         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, 2001 and
2002 amounted to (euro)122, (euro)65 and (euro)309 respectively.

         The payable to the minority shareholders of Daphne represents a
long-term loan of (euro)396 and (euro)398 bearing interest at A RAte of EURIBOR
+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,
2001 and 2002 amounted to (euro)39 and (euro)26 respectively.

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

         A summary of transactions with related companies for 2000, 2001 and
2002 are analyzed as follows:

<TABLE>
<CAPTION>
                                                                    REVENUE FROM RELATED PARTIES
                                                                        YEAR ENDED DECEMBER 31,
                                                               -----------------------------------------
                                                                   2000            2001            2002
                                                               -----------------------------------------
 <S>                                                               <C>             <C>             <C>
Epikinonia EPE (Production facilities and technical and
      administrative services)                                     1,318           1,411           1,567
 Antenna Satellite TV (License fees)                                 899           1,537             952
 Antenna TV Ltd. (Cyprus) (Royalties, Big Brother and Fame
      Story fees)                                                  1,581           2,206           2,378
 Antenna Satellite Radio (license fee)                               114              82               -
 Echos and Rhythmos EPE                                              122              65             309
 Makedonia TV S.A. (refer to Note 12)                                817             484             493
                                                               -----------------------------------------
                                                                   4,851           5,785           5,699
                                                               =========================================
 Related party commission income:
    Audiotex S.A. (Commission income)                                140              --              --
                                                               -----------------------------------------
                                                                     140              --              --
                                                               =========================================
</TABLE>


                                      F-24
<PAGE>

                                 ANTENNA TV S.A.

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


7.       INVESTMENTS

                                                            DECEMBER 31,
                                                      -------------------------
                                                          2001             2002
                                                      --------          -------
Equity method investments                                   18               15
Cost--method investments                                13,517           13,517
                                                      --------          -------
                                                        13,535           13,532
                                                      ========          =======
Available for sale equity securities:
   Cost                                                  8,221            3,408
                                                      --------          -------
   Unrealized gain                                          --              123
                                                      --------          -------
                                                         8,221            3,408
                                                      ========          =======


EQUITY--METHOD INVESTMENTS

         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 the equity investee.

<TABLE>
<CAPTION>
                                                          YEAR ENDED         YEAR ENDED         YEAR ENDED
                                                         DECEMBER 31,       DECEMBER 31,       DECEMBER 31,
                                                      ----------------------------------------------------------
                                                             2000               2001               2002
                                                      ----------------------------------------------------------
CONDENSED STATEMENT OF OPERATIONS
<S>                                                           <C>                <C>                 <C>
Net sales                                                      --                 --                 --
Gross profit                                                   --                 --                 --
Operating (loss)                                              (3)                (11)                (9)
(Loss) before income taxes                                    (3)                (11)                (9)
Net (loss)                                                    (3)                (11)                (9)

                                                                  DECEMBER 31, 2001   DECEMBER 31, 2002
                                                                  ------------------  -----------------
CONDENSED BALANCE SHEET
Current assets                                                                    61                 62
                                                                  ------------------  -----------------
      Total assets                                                                61                 62
                                                                  ==================  =================
Current liabilities                                                               14                 24
Shareholders' equity                                                              47                 38
                                                                  ------------------  -----------------
      Total liabilities and shareholders' equity                                  61                 62
                                                                  ==================  =================
</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.

AVAILABLE FOR SALE EQUITY SECURITIES

         During 2000, the Company acquired a 14.49% interest in Euroholdings
Capital & Investment Corp. (previously known as Athenian Capital Holdings S.A.)
in various open market transactions for an aggregate purchase price of
(euro)45.6 million. In 2001 and 2002, tHE decline in fair value below cost was
judged to be other than temporary and the cost basis of the investment was
written down by (euro)37.4 million and (euro)4.8 million and included in other
expense, net in the consolidated statement of operations for the year ENded
December 31, 2001 and 2002 respectively.


                                      F-25
<PAGE>

                                 ANTENNA TV S.A.

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


8.       PROGRAMMING COSTS

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

                                                             DECEMBER 31,
                                                      -------------------------
                                                        2001               2002
                                                        ----               ----
Produced programming                                  58,122             68,399
Purchased sports rights                                3,403              2,488
Licensed program rights                               13,752             17,593
Prepaid license program rights                         5,408              8,066
Prepaid produced programs                              2,849              2,209
Prepaid sports rights                                    685                 --
                                                      ------             ------
                                                      84,219             98,755
                                                      ======             ======

         On the basis of the Company's amortization rates 100% of produced
programming, licensed program rights and purchased sports rights at December 31,
2002 will be amortized within a four--year period of time.

9.       PROPERTY AND EQUIPMENT

         Property and equipment is summarized as follows:

                                                              DECEMBER 31,
                                                        -----------------------
                                                          2001             2002
                                                          ----             ----
COST
   Land                                                  2,670            2,670
   Buildings and leasehold improvements                  6,920            6,654
   Machinery and equipment                               9,251           10,067
   Broadcasting and transmission equipment               3,586            4,597
   Printing equipment                                    8,004            6,484
   Furniture and fixtures                                9,152           10,076
   Motor vehicles and other transportation means         2,320            2,732
                                                        ------           ------
                                                        41,903           43,280
                                                        ======           ======

NET BOOK VALUE
   Land                                                  2,670            2,670
   Buildings and leasehold improvements                  5,268            4,608
   Machinery and equipment                               3,788            3,304
   Broadcasting and transmission equipment               1,336            2,068
   Printing equipment                                    6,321            4,135
   Furniture and fixtures                                3,644            2,987
   Motor vehicles and other transportation means         1,552            1,547
                                                        ------           ------
                                                        24,579           21,319
                                                        ======           ======

         Depreciation is computed based on the straight--line method using rates
that are substantially equivalent to average economic useful life rates. The
depreciation expense for the years ended December 31, 2000, 2001 and 2002 was
(euro)2,900, (euro)5,513 and (euRO)7,381 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


                                      F-26
<PAGE>

                                 ANTENNA TV S.A.

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


10.      BROADCASTING, TRANSMISSION AND PRINTING EQUIPMENT UNDER CAPITAL LEASES

                                                             DECEMBER 31,
                                                       ------------------------
                                                         2001              2002
                                                         ----              ----
Cost                                                    8,898             9,075
Less: accumulated depreciation                         (4,138)           (4,973)
                                                       ------            ------
                                                        4,760             4,102
                                                       ======            ======

         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, 2000 and 2001 was
(euro)760 and (euro)877, which included the write off of a leased asset with net
book value of (euro)460. In 2002 the depreciation expense is (euro)834.


11.      OTHER INTANGIBLE ASSETS

                                                            DECEMBER 31,
                                                      ----------------------
                                                       2001             2002
                                                       ----             ----
Royalty rights                                          505              799
Magazine rights                                         587               --
                                                      -----              ---
                                                      1,092              799
Accumulated amortization                               (390)            (325)
                                                      -----              ---
                                                        702              474
                                                      =====              ===

The amortization expense for the years ended December 31, 2000, 2001 and 2002
was (euro)150, (euro)222 and (euro)188, respectively.

12.      OTHER ASSETS

         Other assets are analyzed as follows:

                                                            DECEMBER 31,
                                                      -----------------------
                                                       2001              2002
                                                       ----              ----
Advance for the right to acquire an interest
    in Makedonia TV                                   8,804              8,804
Guarantee deposits                                      396                426
                                                      -----              -----
                                                      9,200              9,230
                                                      =====              =====

         On February 24, 2000 the Company advanced (euro)8.8 million in exchange
for the right to acquire a controlling interest in Makedonia TV, one of the six
Greek commercial TV broadcasters with a nationwide license. This right gives
Antenna the ability to acquire a 51% interest in Makedonia TV from its three
shareholders for a total consideration equal to the advance payment. The Company
may acquire this interest by February 2006, but may only do so if and when Greek
law permits a broadcaster and/or its shareholders to own or control two licensed
free to air television broadcast companies. If the interest is not acquired or
the right of acquisition not extended Antenna will be refunded all amounts paid
and will be granted a right of first refusal over any future transfers of the
51% interest.

         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
(euro)423 million for the year ended December 31, 2001 and (euro)455 for the
year enDEd December 31, 2002 and is included in related party revenue in the
consolidated statements of operations.


                                      F-27
<PAGE>

                                 ANTENNA TV S.A.

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


13.      BANK OVERDRAFTS AND SHORT-TERM BORROWINGS

         Short-term borrowings are primarily draw--downs under various lines of
credit maintained by the Company with several banks. The aggregate amount of
available lines of credit were (euro)41,575 and (euro)38,815 as at December 31,
2001 and 2002 respectively.

         Bank overdrafts and short--term borrowings are secured by assignments
of advertisers' post--dated cheques, notes receivable from advertisers and
letters of guarantee of obligations of advertisers and guaranteed by a minority
shareholder and the Company.

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

                                                    DECEMBER 31,
                              --------------------------------------------------
                                     2001                            2002
                              ------------------------     ---------------------
                                          IN FOREIGN                  IN FOREIGN
                              (EURO)       CURRENCY        (EURO)      CURRENCY
                              ------       --------        ------      --------
Denominated in:
   Drachmae-Euro              16,338             --        16,830             --
   Japanese Yen                1,153        133,000         1,045        130,000
                              ------                       ------
                              17,491                       17,875
                              ======                       ======

         The weighted average interest rates on short--term borrowings in each
of the years ended December 31, 2000, 2001 and 2002 were as follows:

                                                      DECEMBER 31,
                                         --------------------------------------
                                         2000             2001             2002
                                         ----             ----             ----
Currency:
   Euro                                    --             5.57%            5.26%
   Drachmae                               7.5%              --               --
   Japanese Yen                          3.11%            2.16%            2.01%

         Interest on short--term borrowings for 2000, 2001 and 2002 totaled
(euro)2,078, (euro)2,569 and (euro)1,287, respectively.


14.      SENIOR NOTES

         Long-term debt consists of:

<TABLE>
<CAPTION>
                                                                                            DECEMBER 31,
                                                                                    -------------------------------
                                                                                          2001               2002
                                                                                          ----               ----
<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.                             85,706             68,941
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                                          150,000            143,750
                                                                                       -------            -------
                                                                                       235,706            212,691
                                                                                       =======            =======
</TABLE>


                                      F-28
<PAGE>

                                 ANTENNA TV S.A.

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


         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, 2000, 2001 and 2002
totaled (euro)9,862, (euro)16,476 and (euro)21,353 respectIVely, and is included
in interest expense in the accompanying 2000, 2001 and 2002 consolidated
statements of operations.

         On July 5, 2000, August 3, 2000 and October 10, 2000 the Company
repurchased (euro)2.7 million ($ 2.8 million), (euro)14.9 milliON ($ 15.0
million) and (euro)3.2 million ($ 3.0 million) respectively of the 2007 Notes,
with accrued interest of (euro)0.5 million ($ 0.4 million) to the date of
repurchase.

         On March 22, 2001, August 17, 2001 and December 17, 2001 the Company
repurchased (euro)4.3 million ($ 4.0 million) and (euro)5.2 million ($ 5.0
million) and (euro)5 million ($5 million) respectively, of the 2007 Notes, with
accrued interest of (euro)0.3 million ($ 0.2 million) to the date of repurchase.

         On February 19, 2002 and on December 11 and December 31, 2002 the
Company repurchased (euro)2,5 million ($2.7 million), (euro)2 Million ($2.1
million) and (euro)1.75 million ($1.8 million) of the 2008 Notes, with accrued
interest of (euro)33 ($34.6), (euro)88 ($92.2) aND (euro)85 ($89) respectively
to the date of repurchase.

         On December 12 and December 30, 2002 the Company repurchased (euro)1.9
million ($2.0 million) and (euro)1.9 million ($2.0 millioN) of the 2007 Notes,
with accrued interest of (euro)65 ($68) and (euro)72 ($75) respectively to the
date of repurchase.

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

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31
                                                                         ------------------------------------------
                                                                          2000              2001               2002
                                                                         -----             -----              -----
<S>                                                                      <C>               <C>                <C>
Discount on prepayment of 2007 Notes                                     1,329             1,010              1,407
Write--off of related unamortized debt issuance costs                     (719)             (476)              (344)
                                                                         -----             -----              -----
Gain                                                                       610               534              1,063
                                                                         =====             =====              =====
</TABLE>

     The early extinguishment of the 2008 Notes resulted in the following:

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED DECEMBER 31
                                                                         ------------------------------------------
                                                                          2000              2001               2002
                                                                         -----             -----              -----
<S>                                                                        <C>               <C>              <C>
Discount on prepayment of 2008 Notes                                        --                --              1,645
Write--off of related unamortized debt issuance costs                       --                --              (231)
                                                                         -----             -----              -----
Gain                                                                        --                --              1,414
                                                                         =====             =====              =====
</TABLE>


         In accordance with SFAS No 145, the gain for the years ended 2000, 2001
and 2002 has been recorded in other (expenses), net.

         The indebtedness evidenced by the 2007 Notes and 2008 Notes constitutes
a general unsecured senior obligation of the Company and ranks pari passu in
right of payment with all other senior indebtedness and senior in right of
payment to all subordinated indebtedness of the Company. The indenture, with
respect to the 2007 Notes and 2008 Notes contain certain covenants and
restrictions that, among other things, limit the type and amount of additional
indebtedness that may be incurred by the Company and impose certain limitations
on investments, loans and advances, sales or transfers of assets, dividends and
other


                                      F-29
<PAGE>

                                 ANTENNA TV S.A.

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


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, 2001 and 2002.


15.      LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                               DECEMBER 31,
                                                                                         ----------------------
                                                                                          2001             2002
                                                                                         -----             ----
<S>                                                                                      <C>               <C>
Loan of (euro)978, due in annual installments of 489, bearing interest at
     variable rates (4.7% for the year ended December 31, 2002) and due in 2003.
     Guarantee by the Company                                                              978              489
Loan of CHF 183, due in annual installments of(euro)20, bearing interest at
     variable rates                                                                        117               --
                                                                                         -----              ---
                                                                                         1,095              489
Less:  Current portion                                                                    (508)            (489)
                                                                                         -----              ---
                                                                                           587               --
                                                                                         =====              ===
</TABLE>

         Interest expense for the year ended December 31, 2001 and 2002 amounted
to (euro)83 and (euro)44 respectively. There was no intERest expense for the
year ended December 31, 2000.


16.      CAPITAL LEASE OBLIGATIONS

         The Company leases mainly broadcasting, space and printing equipment
under capital leases which bear interest at average interest rates of 8,6%, 5,2%
and 6.6%. Interest expense from capital leases was (euro)288, (euro)193 and
(euro)191 in the years endeD December 31, 2000, 2001 and 2002 respectively.
Future obligations from the above leases are as follows:

                                                             TOTAL
                                                             -----
 2003                                                        1,040
 2004                                                          927
 2005                                                          661
 2006                                                          490
 2007                                                          154
                                                             -----
                                                             3,272
       Less: amount representing interest                    (404)
                                                             -----
                                                             2,868
                                                             =====

         The capital lease obligation is reflected on the consolidated balance
sheets as of December 31, 2001 and 2002, as follows:

                                                             DECEMBER 31,
                                                     ------------------------
                                                       2001              2002
                                                     ------            ------
Current portion                                       1,038               870
Long-term portion                                     2,688             1,998
                                                     ------            ------
                                                      3,726             2,868
                                                     ======            ======

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


                                      F-30
<PAGE>

                                 ANTENNA TV S.A.

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


17.      ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

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

                                                              DECEMBER 31,
                                                      --------------------------
                                                        2001                2002
                                                      ------              ------
Value added tax                                        2,982               1,589
Taxes withheld:
   Payroll                                               598                 543
   Third parties                                         478                 284
   Other                                                 406                 608
                                                      ------              ------
                                                       1,482               1,435
                                                      ------              ------
Broadcast license fee                                  1,947               2,753
Deferred revenue                                         469                 424
Other payables                                         1,113                 796
Social security funds payable                          2,133               2,468
Advertising contribution fine                            938                 938
Other accruals                                         3,976               2,865
                                                      ------              ------
                                                      15,040              13,268
                                                      ======              ======

18.      INCOME TAXES

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

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                      ----------------------------------------
                                                       2000             2001              2002
                                                      -----          -------           -------
<S>                                                   <C>              <C>              <C>
Current                                               6,815            2,094            13,886
Deferred income taxes                                 2,267          (16,052)          (13,026)
                                                      -----          -------           -------
Provision (benefit) for income taxes                  9,082          (13,958)              860
                                                      =====          =======               ===
</TABLE>

         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 2000, 37.5% in 2001 and 35% in 2002 to pre-tax income is summarized as
follows:

<TABLE>
<CAPTION>
                                                                     DECEMBER 31,
                                                      ----------------------------------------
                                                       2000             2001              2002
                                                      -------         -------            -----
<S>                                                   <C>             <C>                 <C>
Tax provision (benefit) at the statutory rate          12,056         (16,625)            (489)
Effect of change in tax rate                               --             116              322
Goodwill amortization and other amortizable
     intangible assets                                    155             462              103
Interest income                                          (544)            (85)             (53)
Disallowed expenses and non-deductible
     general expenses                                     789           1,362              613
Loss not subject to income tax, net                        28             (87)            (254)
Effect of minority interest                               100            (533)            (238)
(Decrease) increase in valuation allowance             (3,502)          1,432              856
                                                      -------         -------            -----
Provision (benefit) for income taxes                    9,082         (13,958)             860
                                                        =====         =======              ===
</TABLE>


         Interest income is taxed at a lower rate (15%) than operating income.
Disallowed prior period expenses relate to invoices for goods or services that
were not received prior to the preparation of the tax returns and that relate to
prior year expenses (i.e., invoices received in February that relate to services
rendered in December of prior year). Non-deductible expenses relate primarily to
certain car and meals and entertainment expenses and tax penalties.


                                      F-31
<PAGE>

                                 ANTENNA TV S.A.

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


         In Greece the amounts reported to the tax authorities are provisional
until such time as the tax authorities inspect the books and records of an
entity. Greek tax laws and related regulations are subject to interpretations by
the tax authorities. The Company and the majority of its subsidiaries have been
inspected by the tax authorities up the year 2000.

         Due to the way additional taxes are assessed in Greece, the ultimate
outcome of additional tax assessments for the open tax years may vary from the
amounts accrued and consequently a charge to operations over and above the
amounts accrued may be required.

         The 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 2001 and 2002
are summarized below:

                                                           DECEMBER 31,
                                                      ---------------------
                                                        2001           2002
                                                      ------          -----
Deferred tax liabilities
   Intangible and tangible assets                        390            215
   Programming costs                                  14,362          7,033
   Reserves                                            1,902             --
   Reserves taxed in a special way                       598             --
   Deferred charges                                    1,005            639
   Leased assets                                       1,474          1,185
   Customer advances and accounts payable              1,589            276
   Other assets                                          687            653
                                                     -------        -------
Gross deferred tax liabilities                        22,007         10,001
                                                     -------        -------

Deferred tax assets
   Property and equipment                                 97            100
   Start up costs                                      3,529          2,712
   Long term liability                                    48             45
   Long term lease liability                             683            400
   Short--term lease liability                           304            314
   Long-term receivables                                 723            674
   Accounts receivable                                 2,248          2,269
   Employee retirement benefits                          478            494
   Other assets                                        2,752          3,711
   Marketable equity securities                       14,022         14,304
   Accrued expenses and other provisions                 494            259
   Net operating losses                                2,904          4,993
                                                      ------          -----
Gross deferred tax assets                             28,282         30,275
                                                      ------          -----
Less:  valuation allowance                            (1,432)        (2,288)
                                                      ------          -----
Net deferred tax asset                                 4,843         17,986
                                                      ======         ======


         During the year ended December 31, 2001 and 2002 the deferred tax
assets and liabilities were remeasured and the total effect of the change in tax
rate was a charge of (euro)116 and of (euro)322 respectively.

         Deferred tax assets were reduced by a valuation allowance relating to
the tax benefits attributable to net operating losses and 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.


                                      F-32
<PAGE>

                                 ANTENNA TV S.A.

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


         The classification of deferred income taxes in the accompanying balance
sheets is as follows:

                                                             DECEMBER 31,
                                                        ---------------------
                                                          2001           2002
                                                        ------         ------
Net current deferred tax (liability)                    (2,525)        (3,712)
                                                        ======         ======
Net  current deferred tax asset                          1,720          4,137
                                                        ======         ======
Net non-current deferred tax asset                       5,648         17,561
                                                        ======         ======

19.      EMPLOYMENT RETIREMENT BENEFITS

STATE PENSION

         The Company's employees are covered by one of several Greek State
sponsored pension funds. Each employee is required to contribute a portion of
their monthly salary to the fund, with the Company also contributing a portion.
Upon retirement, the pension fund is responsible for paying the employees'
retirement benefits. The Company's contributions to the pension fund in the
years ended December 31, 2000, 2001 and 2002 have been recorded to expenses and
were (euro)4,560, (euro)5,281 and (euro)4,830, respectively.

EMPLOYEE RETIREMENT BENEFITS

         In accordance with Greek law, a lump sum payment is payable to
employees upon their retirement or involuntary termination. The amount of
compensation payable for involuntary termination is based on the number of years
of service and the amount of remuneration at the date of termination. If the
employees remain in the employment of the Company until normal retirement age,
they are entitled to receive a lump sum payment, which is equal to a minimum of
40% of the involuntary termination benefit, as defined above. As the Company has
no plans to terminate a portion of its workforce, the accrual reflects the
minimum amount payable on retirement. The amount charged to expense in the years
ended December 31, 2000, 2001 and 2002 is (euro)205, (euro)241 and (Euro)225
respectively.


20.      SHARE CAPITAL

         The Company's share capital consists of the following:

                                                                   DECEMBER 31,
                                                                 --------------
                                                                  2001     2002
                                                                 -----     -----
Common shares, par value(euro)0.29 per share;
     authorized and issued 19,849,440 shares in 2001 and 2002.   5,825     5,825
                                                                 -----     -----
Total common shares                                              5,825     5,825
                                                                 =====     =====

21.      STATUTORY, TAX FREE AND OTHER RESERVES

         Statutory, tax free and other reserves are as follows:

                                                                    DECEMBER 31,
                                                                 --------------
                                                                  2001      2002
                                                                 -----     -----
Statutory reserve                                                  944       944
Tax free reserves                                                3,609       317
Reserves for income taxed at lower rates                         4,173       483
Reserve for non-taxable income                                     675        --
Special reserve                                                    274       480
                                                                 -----     -----
                                                                 9,675     2,224
                                                                 =====     =====


                                      F-33
<PAGE>

                                 ANTENNA TV S.A.

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


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
Company did not make the investment and had accrued for taxes and penalties.
These reserves have been taxed upon the tax inspection and therefore
reclassified 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 and utilized on these reserves. These reserves have been taxed upon the
tax inspection and therefore reclassified to remove such amounts from tax-free
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. These reserves have been taxed upon
the tax inspection and therefore reclassified to remove such amounts from
tax-free reserves.

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


22.      OTHER REVENUE

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

                                                        DECEMBER 31,
                                           -------------------------------------
                                             2000           2001            2002
                                           ------         ------          ------
License and distribution fees               9,949             --              --
Audiotex                                    2,416          5,695           6,526
Telemarketing                               2,571          2,781           1,831
Tuition fees                                  946            649             753
Subscription fees                             570            640             596
Internet revenues                              --          3,405           2,821
Records, compact discs sales                   --          2,002           3,626
Ticket sales                                   --          1,133             903
Other                                       2,080          2,054           4,327
                                           ------         ------          ------
                                           18,532         18,359          21,383
                                           ======         ======          ======


                                      F-34
<PAGE>

                                 ANTENNA TV S.A.

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


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

23.      FOREIGN EXCHANGE (LOSSES) GAINS,NET

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

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                        -------------------------------------------
                                                                          2000              2001               2002
                                                                        -------           -------            ------
<S>                                                                     <C>               <C>                <C>
Unrealized foreign exchange gain (loss) on Senior notes
     (US$)                                                              (8,806)           (4,787)            12,226
Unrealized foreign exchange gains and losses on cash,
     receivables and payables denominated in foreign
     currencies (US$) and realized (losses) gains on
     transactions, net                                                      48              (254)            (2,063)
                                                                        ------           -------             ------
                                                                        (8,758)           (5,041)            10,163
                                                                        ======           =======             ======
</TABLE>

24.      OTHER INCOME(EXPENSE),NET

<TABLE>
<CAPTION>
                                                                                         DECEMBER 31,
                                                                        -------------------------------------------
                                                                          2000              2001               2002
                                                                        ------           -------             ------
<S>                                                                     <C>              <C>                 <C>
Start--up costs related to direct--to--home business                    (1,096)               --                --
Income related to early extinguishments of Senior Notes                    610               534              2,477
Other than temporary loss from marketable equity
     securities (Note 7)                                                    --           (37,392)            (4,813)
Other, net                                                                (180)             (519)               (35)
                                                                        ------           -------             ------
                                                                          (666)          (37,377)            (2,371)
                                                                        ======           =======             ======
</TABLE>

25.      DIVIDENDS

         Under Greek corporate law, companies are required each year to declare
from their profits, dividends of at least 35% of after-tax profit, after
allowing for statutory reserve, or a minimum of 6% of the paid--in share
capital, whichever is greater. However, the Company can waive such dividend with
the unanimous consent of its shareholders.

         Furthermore, Greek corporate law requires certain conditions to be met
before dividends can be distributed which are as follows:

         a) No dividends can be distributed to the shareholders as long as the
     Company's net equity, as reflected in the statutory financial statements,
     is, or after such distribution will be, less than the share capital plus
     non-distributable reserves.

         b) No dividends can be distributed to the shareholders as long as the
     unamortized balance of "Pre--Operating Expenses," as reflected in the
     statutory financial statements, exceeds the aggregate of distributable
     reserves plus retained earnings.


                                      F-35
<PAGE>

                                 ANTENNA TV S.A.

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


         No dividends have been declared during 2000, 2001 and 2002.


26.      DERIVATIVE FINANCIAL INSTRUMENTS

         The Company uses derivative financial instruments periodically to
manage the risk that changes in interest rates will affect either the fair value
of its debt obligations or the amount of its future interest payments.

         Foreign currency forwards and options contracts are used periodically
to mitigate its exposures to foreign currency exchange and interest rate risks.

         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 are offset against the change in the fair value of the
hedged item in either other comprehensive income or earnings. The ineffective
portion of a derivative classified as a hedge is immediately recognized in
earnings.

         The Company does not have any freestanding or embedded derivatives as
at December 31, 2001 and 2002.

27.      FINANCIAL INSTRUMENTS

         The Company's financial instruments include cash and cash equivalents,
accounts receivable, advances, short and long-term borrowings accounts payable
and accrued liabilities. The estimated fair values of cash and cash equivalents,
short--term accounts receivable, advances and payables approximate their
carrying value because of the short--term maturity of these instruments. The
carrying value of receivables with maturities greater than one year have been
discounted using 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, 2001 and 2002 was $ 66,368 and $52,045 as compared to the carrying
value at December 31, 2001 and 2002 of $76,285, and $72,285 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 and 2002 was
(euro)127,500 and (euro)101,334, as compared to thE carrying value of
(euro)150,000 and (euro)143,750, respectively.


                                      F-36
<PAGE>

                                 ANTENNA TV S.A.

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


         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, 2001 and 2002 there were no
foreign currency forwards and options.

28.      COMMITMENTS

         In addition to long-term operating lease commitments for office, studio
space and other equipment, the Company has entered into extended commitments
integral to its operations.

         Amounts payable for commitments as of December 31, 2002 discussed below
are:

                                                              OFFICE AND
                                                             STUDIO SPACE
                                                             ------------
2003                                                                3,533
2004                                                                3,092
2005                                                                3,309
2006                                                                  465
2007 and thereafter                                                 1,322
                                                             ------------
Total                                                              11,721
                                                             ============

         The rental expense relating to long-term operating lease commitments
for office and studio space amounted to (euro)4,282 and (euRO)4,814 and
(euro)4,873 in 2000, 2001 and 2002, respectively.

         The Company has signed letters of guarantee for purchased licensed film
and sports rights amounting to (euro)26,220 and (euro)7,877 as of December 31,
2001 and 2002, respectively. The Company has other commitments for licensed film
rights in 2004, 2005, 2006 and 2007 of (euro)4,769, (euro)5,007, (euro)5,246 and
(euro)5,484, respectively.


29.      CONTINGENCIES

         The Company is involved in various litigation in the normal course of
business, with claims totaling approximately (euro)13,302. The Company has
accruals of (euro)488 as at December 31 2001 and (euro)481 as at December 31,
2002, representing management's best estimate of the Company's probable
liability in respect of such claims. The Company believes that none of these
actions, individually or in the aggregate, will have a material adverse effect
on the Company's results of operations or financial position.

         The Company was involved in a litigation claim for the non-payment of
advertiser contributions payable to the Pension Fund for Athens and Thessaloniki
Newspaper Employees amounting to (euro)3,858. The contribution is payable on
invoices issued to advertisers. However, the relevant authorities, in
determining the contributions not paid, did not take into consideration
discounts given to advertisers through the issuance of credit notes at a later
date, which therefore would create a lower advertising contribution liability.
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


                                      F-37
<PAGE>

                                 ANTENNA TV S.A.

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


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.


30.      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
countries based on selling location. Intersegment sales are accounted for at
fair value as if the sales were to third parties.



                                      F-38
<PAGE>

                                 ANTENNA TV S.A.

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


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                    103,668       5,610         --       6,909          --          --    116,187
Related party sales                      6,794         252         --         155          --     (2,350)      4,851
Publication revenue                         --          --         --      22,615          --          --     22,615
Other revenue                           12,006          23        571       2,570       3,362          --     18,532
                                       -------       -----      -----      ------       -----    -------     -------
Total revenues                         122,468       5,885        571      32,249       3,362     (2,350)    162,185
Cost of sales                           19,395       2,683        115      24,362       1,335       (191)     47,699
Related party cost of sales                 25          11         --          --       1,160     (1,196)         --
Selling, general and
     administration expenses            14,497       1,697         39       4,013         876          --     21,122
Related party selling, general
     and administration expenses            90          21         --         493          94       (698)         --
Depreciation and amortization            2,513         130        105       1,188         228          --      4,164
Amortization of programming costs       39,828          --         --          --          --          --     39,828
                                       -------       -----      -----      ------       -----    -------     -------
Operating income                        46,120       1,343        312       2,193       (331)       (265)     49,372
                                       -------       -----      -----      ------       -----    -------     -------
Equity in net income in
     unconsolidated affiliate                7          --         --          --          --          --          7
Related party commission income            140          --         --          --          --          --        140
Interest (expense), net                (7,766)       (245)       (15)     (1,917)           7         233    (9,703)
Foreign exchange (losses), net         (8,393)          --      (365)          --          --          --    (8,758)
Other income (expense), net(1)           (696)          75         --        (46)           1          --      (666)
Minority interest in profit of
     unconsolidated subsidiary,
     net                                    --          --         --          --          --       (250)      (250)
                                       -------       -----      -----      ------       -----    -------     -------
Income (loss) before tax                29,412       1,173       (68)         230       (323)       (282)     30,142
Net income (loss)                       19,209       1,822       (68)         387       (148)       (142)     21,060
                                       -------       -----      -----      ------       -----    -------     -------
Total assets (December 31, 2000)       272,696       7,172      1,117      42,187       3,585    (47,116)    279,641
                                       =======       =====      =====      ======       =====    =======     =======
</TABLE>
-----------------------------
(1)     Includes(euro)1,096 of start up expenses related to the direct-to-home
        business (see Note 24)


                                      F-39
<PAGE>

                                 ANTENNA TV S.A.

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


YEAR ENDED DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                     PAY                            MUSIC        INTER-SEGMENT   TOTAL
                             TELEVISION   RADIO  TELEVISION PUBLICATIONS INTERNET RECORDING OTHER ELIMINATION   CONSOLIDATED
                             ----------   -----  ---------- ------------ -------- --------- ----- -----------   ------------
<S>                            <C>        <C>         <C>    <C>        <C>        <C>       <C>    <C>           <C>
Advertising revenue            101,040    4,601        --     7,904        --         --        --      --       113,545
Related party sales              7,822      160        --       163         4         --       405  (2,769)        5,785
Publication revenue                 --       --        --    20,402        --         --        --      --        20,402
Other revenue                    4,574       16       640     2,781       869      2,002     7,477      --        18,359
                               -------    -----       ---    ------     -----      -----   -------  ------       -------
Total revenues                 113,436    4,777       640    31,250       873      2,002     7,882  (2,769)      158,091
Cost of sales                   28,868    2,355        97    24,850     1,764      1,513     4,111    (256)       63,302
Related party cost of
     sales                          17       12        --       166       406         --     1,839  (2,440)           --
Selling, general and
     administration
     expenses                   16,546    2,650        29     6,311       754        311     1,393      --        27,994
Related party selling,
     general and
     administration
     expenses                       53       48        --        82        11          8        88    (290)           --
Depreciation and
     amortization                2,671      117       105     2,828       685          5     1,329      --         7,740
Amortization of
     programming costs          43,747       --        --        --        --         --        --      --        43,747
                               -------    -----       ---    ------     -----      -----   -------  ------       -------
Operating income                21,534     (405)      409    (2,987)   (2,747)       165      (878)    217        15,308
                               -------    -----       ---    ------     -----      -----   -------  ------       -------
Equity in net income
     in unconsolidated
     affiliate                      --       --        --        --        --         --        --      (5)           (5)
Interest (expense), net        (16,774)     (63)      (42)   (1,741)       (1)        (1)      (18)      --      (18,640)
Foreign exchange
     (losses) gains,
     net                        (5,135)     102        --        (8)       --         --        --      --        (5,041)
Other income
     (expense), net(2)             15        50      (133)       94        (1)        --   (37,402)     --       (37,377)
Minority interest in
     losses of
     consolidated
     entities, net                  --       --        --        --        --         --        --   1,423         1,423
                               -------    -----       ---    ------     -----      -----   -------  ------       -------
(Loss) income before
     tax                         (360)    (316)       234    (4,642)   (2,749)       164   (38,298)  1,635       (44,332)
Cumulative effect of a
     change in
     accounting
     principle (net of
     income taxes of
     (euro)347)                  (578)      --         --        --        --         --        --      --          (578)
Net income (loss)              (2,663)    (222)       234    (2,902)   (2,749)       103   (23,196)    443       (30,952)
                               -------    -----       ---    ------     -----      -----   -------  ------       -------
Total assets at
     December 31, 2001         394,273    5,802       851    43,209     3,415      2,284     9,007 (61,836)      397,005
                               =======    =====       ===    ======     =====      =====   ======= =======       =======
</TABLE>
-----------------------------
(2)      Included in other income (expense), net (under segment other) is the
         write-down of the marketable equity securities representing an other
         than-temporary loss amounting to (euro)37.4 million (see Note 24)


                                      F-40
<PAGE>

                                 ANTENNA TV S.A.

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


YEAR ENDED DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                   PAY                            MUSIC           INTERSEGMENT    TOTAL
                           TELEVISION   RADIO  TELEVISION PUBLICATIONS INTERNET RECORDING OTHER   ELIMINATION  CONSOLIDATED
                           ----------   ------ ---------- ------------ -------- --------- -----   -----------  ------------
<S>                          <C>         <C>         <C>      <C>      <C>       <C>      <C>        <C>         <C>
Advertising revenue          109,985     4,471        --       7,958      --        --       --          --      122,414
Related party sales            7,492       302        --         280     941        43       --      (3,359)       5,699
Publication revenue               --        --        --      19,354      --        --       --          --       19,354
Other revenue                  6,093        21       596       1,831   1,052     3,626    8,182         (18)      21,383
                             -------     -----       ---      ------   -----     -----    -----     -------      -------
Total revenues               123,570     4,794       596      29,423   1,993     3,669    8,182      (3,377)     168,850
Cost of sales                 35,178     2,186       172      25,462     418     2,268    4,603        (294)      69,993
Related party cost
     of sales                     12         8        --         104      32       179    1,842      (2,177)          --
Selling, general and
     administration
     expenses                 20,546     2,362        35       5,065     864       801    1,378        (259)      30,792
Related party
     selling,
     general and
     administration
     expenses                    947        26        --          58       8         6        4      (1,049)          --
Depreciation and
     amortization              3,808       116       111       3,041     924         6      209         188        8,403
Amortization of
     programming
     costs                    47,445        --        --          --      --        --       --          --       47,445
                             -------     -----       ---      ------   -----     -----    -----     -------      -------
Operating income              15,634        96       278      (4,307)   (253)      409      146         214       12,217
                             -------     -----       ---      ------   -----     -----    -----     -------      -------
Equity in net income
     in
     unconsolidated
     affiliate                    --        --        --          --      --        --       --          (3)          (3)
Interest (expense),
     net                     (20,537)      (78)      (60)     (1,415)     --         4        7          --      (22,079)
Foreign exchange
     gains (losses),
     net                       9,618        56       510         (21)     --        --       --          --       10,163
Other income
     (expense), net(3)         2,068         4        --         (13)     --        (4)  (4,817)        391       (2,371)
Minority interest in
     (profit) loss of
     consolidated entities, net   --        --        --          (7)     --        --       --         678          671
                             -------     -----       ---      ------   -----     -----    -----     -------      -------
Income (loss) before
     tax                       6,783        78       728      (5,763)   (253)      409   (4,664)      1,280       (1,402)
Cumulative effect of
     a change in
     accounting
     principle (net
     of income taxes
     of(euro)117)               (736)       --        --        (217)     --        --       --          --         (953)
Net income (loss)              4,115        31       728      (4,253)   (253)      245   (4,813)        985       (3,215)
                             -------     -----       ---      ------   -----     -----    -----     -------      -------
Total assets
     (December 31, 2002)     394,792     6,499       976      42,999   4,561     3,335    9,085     (69,706)     392,541
                             =======     =====       ===      ======   =====     =====    =====     =======      =======
</TABLE>


CAPITAL EXPENDITURES

Information as to capital expenditures is as follows:

                                                  DECEMBER 31,
                                    --------------------------------------
                                      2000            2001            2002
                                    ------           -----           -----
Television                           6,029           3,539           2,960
Radio                                  211              --             101
Publications                         4,354             701             286
Internet                                --           2,333             306
Heaven                                  --              36             425
Other                                  229           1,957             149
                                    ------           -----           -----
                                    10,823           8,566           4,227
                                    ======           =====           =====


-----------------------
(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 (euro)4.8 million and the gain
         relating to the early extinguishment of the Senior Notes of (euro)2.5
         million (see Note 24).



                                      F-41
<PAGE>

                                 ANTENNA TV S.A.

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


GEOGRAPHIC AREAS

Information about geographic areas is as follows:

                                                   DECEMBER 31,
                                    ---------------------------------------
                                       2000            2001            2002
                                    -------         -------         -------
REVENUES:
Greece                              147,233         149,371         160,254
United States                         1,013           1,619             952
Australia                               571             640             596
Cyprus                                1,581           2,206           2,378
Bulgaria                              1,838           4,255           4,670
Other                                 9,949              --              --
                                    -------         -------         -------
                                    162,185         158,091         168,850
                                    =======         =======         =======

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

Long lived assets are analyzed as follows:

                                                 DECEMBER 31,
                                    -------------------------------------
                                      2000            2001           2002
                                    ------          ------         ------
Domestic                            52,152          57,420         64,606
International                        1,855           1,641          1,629
                                    ------          ------         ------
Total                               54,007          59,061         66,235
                                    ======          ======         ======


31.      SUBSEQUENT EVENTS (UNAUDITED)

         On November 25, 2002, Holnest Investments Limited, Globecast Holdings
Limited, Altavista Global Holdings Limited, Praxis Global Investments Limited,
Minos Kyriakou, Theodore Kyriakou, Xenophon Kyriakou and Athina Kyriakou
(collectively, the "Offerors") launched a tender offer to purchase (i) all
outstanding ordinary shares, par value GRD 100 each ((euro)0.29 each)(the
"Ordinary Shares"), and (ii) all outstanding American Depositary Shares, each
representing one-half of one Ordinary Share (the "ADSs") of Antenna not already
owned by the Offerors or their affiliates. The offer initially expired on
January 3, 2003. A subsequent offering period was commence on January 3, 2003
and expired on January 17, 2003.

         Including the ADSs accepted for payment during the subsequent offering
period, the Offerors and their affiliates own 19,525,289.5 Ordinary Shares
representing approximately 98.37% of the total share capital of Antenna TV S.A.

         Antenna intends to file a Form 15 with the Securities Exchange
Commission to terminate its registration under the Securities Exchange Act of
1934, at which point Antenna's ADSs will be delisted from The Nasdaq National
Market. In addition, as disclosed in the Offer to Purchase, Antenna applied to
the UK Listing Authority for cancellation of Antenna's listing on its Official
List which was completed on February 26, 2003.

         As disclosed in the Offer to Purchase, Antenna intends to terminate the
Deposit Agreement relating to the American Depositary Receipt program. As such,
it is expected that holders of ADSs that did not tender to the Offer will
receive Ordinary Shares (one half of one Ordinary Share per ADS) upon such
termination. The Ordinary Shares are not listed on any securities exchange, and
there are transfer procedures under Greek corporate law, Greek tax law and the
Greek media law that restrict the ability to transfer Ordinary Shares. The
Ordinary Shares will also be subject to ownership restrictions provided for in
the Greek media law.


                                      F-42
<PAGE>

                                   SIGNATURES

         The registrant certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

                                         ANTENNA TV S.A.


                                         By:  /s/ Nikolaos Angelopoulos
                                              ----------------------------------
                                              Name:  Nikolaos Angelopoulos
                                              Title: Chief Financial Officer


Date March 31, 2003




<PAGE>


I, Maurice Avdelas, certify that:

1.       I have reviewed this annual report on Form 20-F of Antenna TV S.A.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a.   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              annual report is being prepared;

         b.   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         c.   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a.   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b.   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003


/s/ Maurice Avdelas
-------------------------------
Name: Maurice Avdelas
Title:  Chief Executive Officer



<PAGE>

I, Nikolaos Angelopoulos, certify that:

1.       I have reviewed this annual report on Form 20-F of Antenna TV S.A.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         a.   designed such disclosure controls and procedures to ensure that
              material information relating to the registrant, including its
              consolidated subsidiaries, is made known to us by others within
              those entities, particularly during the period in which this
              annual report is being prepared;

         b.   evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         c.   presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

         a.   all significant deficiencies in the design or operation of
              internal controls which could adversely affect the registrant's
              ability to record, process, summarize and report financial data
              and have identified for the registrant's auditors any material
              weaknesses in internal controls; and

         b.   any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal controls; and

6.       The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 31, 2003


/s/ Nikolaos Angelopoulos
-------------------------------
Name: Nikolaos Angelopoulos
Title:  Chief Financial Officer