##### 



Exhibit 1.2

CODIFIED ARTICLES OF ASSOCIATION OF
SOCIETE ANONYME

CHAPTER A
Establishment  Name  Seat  Purpose  Duration

ARTICLE 1
Establishment  Name

1.     There is hereby constituted a Societe Anonyme under the corporate name
STET HELLAS TELECOMUNICATIONS S.A..

For the relations of the Company with abroad the corporate name of the Company
will be used in true translation in any foreign language.

2.     The Companys trade name, in Greece as well as abroad, is STET HELLAS
A.E.B.E..

ARTICLE 2
Seat

1.     The seat of the Company will be in the Municipality of Maroussi, Attica.

2.     The Company may establish, by virtue of Board of Directors resolutions,
branch offices, offices, factories, agencies etc. in any other city
within Greece or abroad. The terms and conditions of operation, as well as the
nature and scope of the activities of the abovementioned establishments of
the Company, are determined in each instance by the respective Board of
Directors resolution authorising such establishment or by any subsequent
Board of Directors resolutions.

3.     Any dispute arising between the Company and its shareholders or third
parties is subject exclusively to the jurisdiction of the Courts of
the Companys seat, before which any legal action against the Company is
brought to, even in cases where special jurisdictions exist, except





---



##### 



where the law provides otherwise, notwithstanding of course the possibility of
arbitration procedures.

ARTICLE 3
Purpose



|1. |  | The purpose of the Company is: a) production, trading, installation,
exploitation and operation of mobile telephone communication systems, as
well as any other relevant to the above activity in the areas of mobile
telephony, telecommunications, electronics and informatics in general as
well and any other similar activity,
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

b)     representation of above products in Greece or abroad,

c)     participation, in whole or in part, in any other undertaking under any
corporate or other form with similar or related purpose, as described, in item
(a) hereinabove as well as any kind of co-operation with above undertakings in
any legal manner.

2.     In order to fulfil its purposes, the Company may:

a.     Participate in any undertaking whatsoever with a similar or related
purpose under any corporate form or type.

b.     Establish branch offices, and/or agencies wheresoever.

c.     Cooperate with any physical or legal entity in whichever manner.

d.     Represent any undertaking whatsoever, Greek or foreign, with a similar or
related purpose.

e.     Perform any other activity which will serve directly or indirectly the
purpose of the Company.

ARTICLE 4
Duration

The duration of the Company is determined to be twenty five (25) years,
starting as of the date of registration to the Register of Societes Anonymes
by

2



---



##### 



the competent authorities, of the administrative decision authorising the
establishment of the Company and approving the Articles of Association
thereof. The duration of the Company may be extended by virtue of a relevant
decision of the Companys shareholders General Assembly.

CHAPTER II
Share Capital  Shares
ARTICLE 5
Share Capital

The share capital of the Company was initially fixed at ten million
(10,000,000) GRD, fully paid up and divided into one thousand (1,000)
registered shares of a nominal value of ten thousand (10,000) each. Then, by
virtue of a resolution dated 21 December 1992 of the Extraordinary General
Assembly of the Shareholders, the share capital was increased by twelve billion
two hundred ninety two million nine hundred sixty thousand (12,292,960,000)
GRD, to be fully paid up, with the issue of one million two hundred twenty nine
thousand two hundred and ninety six (1,229,296) registered shares of a nominal
value of ten thousand (10,000) GRD each. Then, by virtue of a resolution dated
22 January 1993 of the Extraordinary General Assembly of the Shareholders, the
share capital was increased by six billion six hundred ninety seven million
forty thousand (6,697,040,000) GRD, to be fully paid up, with the issue of six
hundred sixty nine thousand seven hundred and four (669,704) registered shares
of a nominal value of ten thousand (10,000) GRD each. Then, by virtue of a
resolution dated 11 February 1993 of the Extraordinary General Assembly of the
Shareholders, the share capital was increased by one

3



---



##### 



billion forty million (1,040,000,000) GRD, to be fully paid up, with the issue
of one hundred four thousand (104,000) registered shares of a nominal value of
ten thousand (10,000) GRD each and of offer price 11,923.077. The balance
between the nominal value and the offer price amounting to 200,000,008 GRD will
be transferred to the reserve fund with the issue of shares above par
value.Then, by virtue of a resolution dated 12 May 1993 of the Extraordinary
General Assembly of the Shareholders, the share capital was increased by nine
hundred sixty million (960,000,000) GRD, to be fully paid up, with the issue of
ninety six thousand (96,000) registered shares of a nominal value of ten
thousand (10,000) GRD each. Then, by virtue of a resolution dated 7 September
1993 of the Extraordinary General Assembly of the Shareholders, the share
capital was increased by three billion three hundred million (3,300,000,000)
GRD, to be fully paid up, with the issue of three hundred thirty thousand
(330,000) registered shares of a nominal value of ten thousand (10,000) GRD
each. Then, by virtue of a resolution dated 11 May 1994 of the Extraordinary
General Assembly of the Shareholders, the share capital was increased by three
billion (3,000,000,000) GRD, to be fully paid up, with the issue of three
hundred thousand (300,000) registered shares of a nominal value of ten thousand
(10,000) GRD each. Then, by virtue of a resolution dated 30 June 1994 of the
Extraordinary General Assembly of the Shareholders, the share capital was
increased by nine billion (9,000,000,000) GRD, to be fully paid up, with the
issue of nine hundred thousand (900,000) registered

4



---



##### 



shares of a nominal value of ten thousand (10,000) GRD each.

Then, by virtue of the Extraordinary General Assembly of the Shareholders,
dated 28 April 1998, it was resolved that the nominal value of the shares be
decreased from ten thousand (10,000) GRD to five hundred (500) GRD with the
issue of seventy two million six hundred thousand (72,600,000) registered
shares.

By virtue of a resolution dated 31 July 2001 of the Extraordinary General
Assembly of the Shareholders, the share capital was increased by five billion
two hundred ninety six million six hundred ten thousand (5,296,610,000) GRD,
with the issue of ten million five hundred ninety three two hundred twenty
(10,593,220) shares of a nominal value of five hundred (500) GRD each and of an
offer price of two thousand eight hundred thirty two (2,832) GRD each. The
balance between the nominal value and the offer price amounting to
24,703,389,040 GRD will be transferred to the reserve fund with the issue of
shares above par value.

By virtue of a resolution dated 24 January 2002 of the Extraordinary General
Assembly of the Shareholders, the share capital was converted into Euro
currency and was increased by two hundred twenty thousand three hundred forty
three Euro and one Eurocent (220,343.01) or seventy five million eighty one
thousand eight hundred eighty one (75,081,881) GRD. Said increase has been
realised by means of capitalisation of part of the reserve fund of the Company
from the issue of shares above par value.

5



---



##### 



By virtue of a decision dated 5 September 2002 of the Extraordinary General
Assembly of the Shareholders, the share capital was increased by four millions
one hundred fifty nine thousand six hundred sixty one euro (4.159.661,00 euro)
by the increase of the nominal value of each of the eighty three million one
hundred ninety three thousand two hundred twenty (83.193.220) shares of the
company from one euro and forty seven cents (1,47) to one euro and fifty two
cents (1,52). The said increase has been realised by means of partial
capitalization of the Retained Earnings Balance of the Company.

Thus, the share capital to date amounts to one hundred twenty six million four
hundred fifty three thousand six hundred ninety four euro and forty cents
(126.453.694,40) divided in eighty three millions one hundred ninety three
thousand two hundred twenty (83.193.220) registered shares of a nominal value
of one euro fifty two cents (1,52) each one.

ARTICLE 6

1.     Notwithstanding the provisions of paragraph 3 of the present Article,
during the first five (5) years as of the Companys incorporation,
the Board of Directors, by virtue of a relevant resolution, which is required
to be taken with a majority of at least 2/3 of its members, has the right to
increase the share capital by issuing new shares. The amount of said share
capital increase cannot exceed the amount of the initially paid up share
capital. The above power of the Board of Directors maybe extended by the
General Assembly for a period which cannot exceed five years for each
extension.

2.     Notwithstanding the provisions of paragraph 3 of the present Article,
the General Assembly, has

6



---



##### 



the right, by a resolution adopted with the majority and quorum mentioned in
Article 26 herein, to increase in whole or in part the share capital by
issuing new shares, up to the quadruple of the initially paid up capital or up
to the double from the approval of the relevant amendment of the Articles of
Association.

3.     As an exception to the provisions of the two (2) previous
paragraphs, if the reserves of the Company exceed one tenth (1/10) of the
paid-up share capital, a resolution of the General Assembly adopted with the
quorum and majority mentioned in Article 27 herein, is always required.

4.     Increases of the sharecapital decided according to paragraphs 1 and 2
of this Article do not constitute an amendment of the Articles.

5.     The Companys instrument which decides the share capital increase
determines the details of issuance of new shares as well as the time and
method of payment of the new capital, the price of issue of new shares, and
all the other terms of increase.

The price of issue of new shares cannot be determined below par value of
shares. In the case of issue of new shares over par value of shares the
difference between their nominal value and the price of issue is transferred to
a special reserve account from the issue of shares over par value, not being
in any case possible to be made available for the distribution of
dividends or percentages.

6.     Within the first 2 (two) months from the establishment of the
Company and from each and every increase of the Companys sharecapital, the
Board of Directors is obliged to convene a special meeting and to verify
whether the Companys capital has been paid up or not by the shareholders of
the Company. Within the same deadline, the Chairman of the Board of Directors
must submit to the competent supervisory authority a copy of the relevant
minutes of the above special meeting of the Board of Directors, being
subject to the publicity procedures of Article 7b of C.L. 2190/1920.

7



---



##### 



ARTICLE 7Shares

1.     The Shares of the Company are non-registered and may be converted to
registered following a resolution of the General Assembly which should be taken
according to the provisions of Article 26 of the present Articles of
Association.

2.     By a resolution of the Board of Directors, the shares can be issued
in titles representing one or more shares.

The titles of shares having been dispatched out of the duplicate
counterfoil of the share register bear a serial number, the data stipulated
by law, the date of issue, the Companys seal, as well as the signature of
the Chairman or Vice President of the Board of Directors and the signature of
one (1) member of the Board of Directors authorized by the latter. All
matters relating to the issue and the form of the shares are to be determined
by the Board of Directors.

3.     Until the issue of final titles of shares, provisional titles
can be issued by the Company and delivered to the shareholders, which
shall be exchangeable at a later date with final ones and bear all the
required data, with the exception of dividend receipts.

ARTICLE 8

1.     The shares and the rights arising therefrom are indivisible
vis-a-vis the Company. In case of more owners, who have the ownership and
usufruct of one share, they must appoint by common accord one single
representative for the exercise of the rights stemming from this share
otherwise the Board of Directors is obliged to suspend the exercise of these
rights.

2.     The ownership of the share or the provisional title entails ipso jure
for every shareholder the acceptance of the Articles of Association of
the Company and the resolutions of its instruments which have been
lawfully adopted.

8



---



##### 



3.     The transfer of the shares and the recognition by the Company of
the owners of the shares takes place according to the provisions
applicable at each time.

CHAPTER II
Shareholders

ARTICLE 9
Rights of shareholders

1.     Shareholders exercise their rights in connection with the
administration of the Company only through their participation in the General
Assembly.

2.     Each share gives the right of one vote at the General Assembly.

3.     In any case of increase of the share capital which is not carried out
through a contribution in kind as well as in the issue of bonds with the
right of conversion thereof into shares, a right of preferential subscription
to the entire new capital or bond loan in favor of the shareholders at the time
of issue and according to the proportion of their participation to the
existing share capital, is granted. After the expiration of the time set
for the exercise of this preference right, which has been determined by
the Companys body deciding the increase and which (time) can not be shorter
than one month, the shares which have not been subscribed by the old
shareholders may be freely disposed of by the Board of Directors. The
invitation for the exercise of the preference right, which should mention
the time period within which this right must be exercised, must be published
in the Bulletin of Limited Companies (Societes Anonymes) and Limited Liability
Companies (T. AE  EPE) of the Government Gazette.

4.     Notwithstanding the preceding paragraph, if all the shares of the
Company are registered, the invitation for the exercise of the preference
right may be effected by registered letters addressed to the shareholders.

5.     By resolution of the General Assembly adopted according to
provisions of Articles 29,

9



---



##### 



paragraphs 3 and 4, and 31 paragraphs 2 of C.L. 2190/20, the right of
preference envisaged in paragraph 3 of the present Article can be restricted
or abolished. In order to pass such a resolution, the Board of Directors must
submit to the General Assembly a written report stating the reasons for the
restriction or abolition of the right of preference and justifying the price
proposed for the issue of new shares. This decision of the Board of Directors
is subject to the publication formalities envisaged in Article 7b of C.L.
2190/20.

6.     There is no exclusion from the right of preference, within the meaning of
the previous paragraph, when the shares are undertaken by Banks or other
financing institutions in order to be offered to the shareholders according to
paragraph 3 of this Article.

ARTICLE 10
Minority rights

1.     Upon request by shareholders, representing 1/20 of the paid up share
capital, the Board of Directors is obliged to convene an extraordinary General
Assembly of shareholders, determining a date of its session not later than
thirty (30) as from the date the application was served to the Chairman of the
Board of Directors. The application must exactly specify the object of the
items on the agenda.

2.     Upon request by shareholders representing 1/20 of paid-up share
capital, the Chairman of the General Assembly is obliged to adjourn once the
adoption of decisions of an ordinary or extraordinary General Assembly,
determining as date of session for the adoption of such decisions the date
specified in the request of shareholders, which however can not be later
than thirty (30) days from the day of adjournment.

3.     Upon request by shareholders, representing 1/20 of paid-up share
capital, which is submitted to the Company five (5) full days before the
ordinary General Assembly, the Board of Directors must :
10

a)     Disclose to the General Assembly the amounts which, within the last
two years were paid for any reason by the Company to members of the Board
of Directors or to the Directors or its other employees, as well as
every other consideration of the Company to these persons or any other
contract of the Company which has been concluded for any reason with the
same persons.

b)     Provide the specific information requested from it concerning the
affairs of the Company, to the extent that they are useful for the real
estimation of the items on the agenda. The Board of Directors can refuse to
provide the requested information on substantial serious grounds, mentioning
the relevant justification in the minutes.

4.     Upon request by shareholders, representing one third (1/3) of
paid-up share capital, which is submitted to the Company within the deadline of
the previous paragraph, and under the condition that these shareholders are
not represented in the Board of Directors, the Board of Directors must
provide them during the General Assembly, or, at its own discretion, prior to
the General Assembly, to a representative of them, information concerning the
progress of the Companys affairs and the state of the Companys property.
The Board of Directors can refuse to provide requested information on
substantial serious grounds, mentioning the relevant justification in the
minutes.

5.     In cases of paragraph 3, sub-pararagraph 2, and of paragraph 4 of the
present Article, any dispute about the groundness of the
justification, is resolved by the competent One-Member Court of First Instance
of the seat of the Company, by the procedure of injunctions.

6.     Upon request by shareholders representing one twentieth (1/20) of
paid-up share capital, the adoption of a decision on any item on the agenda
of the General Assembly is taken by a roll-call vote.

7.     The shareholders exercising the rights of this Article must have
deposited according to Article 24 herein their shares, which give them these
rights and to keep them deposited as of the date of serving of their
application and :
11a.     in the cases of paragraphs 1 to 4 of the present Article, until the
day of session of the General Assembly.b.     in cases of paragraph 5 of the present Article, until the publication
of the decision of the competent Court.8.     Companys shareholders representing at least one twentieth (1/20)
of paid-up share capital, have the right to request audit of the Company by the
competent court of the district in which the Company has its seat.
The audit is ordered, if it is probable that by the alleged acts the
provisions of laws or of the Articles of Association or resolutions
of the General Assembly, are violated. The alleged acts must have taken
place at a time not exceeding two (2) years as of the date of approval of the
annual financial statements of the financial year within which they were
effected.9.     Companys shareholders representing one third (1/3) of paid-up share
capital, have the right to request an audit of the Company by the
competent Court according to the previous paragraph, if from the whole
progress of the Companys affairs it becomes probable that the administration
of the Company affairs is not exercised, as stipulated by prompt and and
careful management. This provision does not apply when the minority demanding
the audit is being represented in the Board of Directors of the Company.10.     The shareholders exercising the right of above paragraphs (8 and
9) must keep the shares, which offer them this right, in deposit with the
Loans and Consignments Treasury, with the Bank of Greece or with any other
recognised Greek Bank, until the pronouncement of a decision, but always for a
time period not less than thirty (30) days from the submitting of
application.12CHAPTER IV
Board of DirectorsARTICLE 11
Composition and term of the Board of Directors1.     The Company is administered by a Board of Directors which is composed by a
minimum of three (3) and a maximum of seven (7) members.2.     The members of the Board of Directors are elected by the General Assembly
of shareholders for a term of three (3) years which is extended automatically
until the first ordinary General Assembly following the expiration of their
term, but never this term may be more than four (4) years.3.     The members of the Board of Directors need not be shareholders and
can always be reelected.ARTICLE 12
Authority  Competences of the Board of Directors1.     The Board of Directors is responsible for the management
(administration and disposition) of the Companys property and the
representation of the Company, in parallel application of the provisions of
Articles 22 and 23 of C.L. 2190/20. The Board of Directors decides for
all issues in general concerning the Company, within the framework of the
Companys purpose, with the exception of those which according to Law or the
present Articles of Association fall within the exclusive competence of the
General Assembly. Specifically, but not exclusively, the Board of Directors :a.     Represents the Company in Court and extrajudicially.b.     Initiate proceedings, proceeds in seizures, registers notes
and mortgages, express its consent for the revocation of such, waives
privileges, proceedings and legal remedies, enters into settlements and accept
arbitrations.c.     Acquires, constitutes or transfers real rights on movable and
immovable property with the reservation of Article 10 of C.L. 2190/20 as
well as contractual rights in general, assumes obligations, enters in
contracts of every kind, with the reservation of Article 23a of C.L. 2190/20,
participates in public tenders or adjudications to the lowest or higher
bidder.13d.     Appoints, places and dismisses employees and agents of the Company,
regulates the consideration and their salaries of them and in general
furnishes every general and special attorneyship on behalf of the Company
and revokes such.e.     Issues, accepts and signs or guarantees or endorses promissory notes,
bills of exchange, checks as well as every bond on order, for the attainment of
the Companys object.f.     Determines expenses in general.g.     Inspects the books and the Treasury of the Company draws up the
annual financial statements, proposes the amortizations which have to be
carried out on the installations and precarious claims and proposes
the distributable dividends and profits.h.     Regulates all matters concerning the internal operation of the
Company and issues the relevant regulations and in general undertakes every act
of administration of the Company and management of its fortune and is
vested with every authority for the management of Company interests and
undertaking of every action for the attainment of the Company objects.The above remuneration of the rights of the Board is simply indicative
and not exhaustive.2.     The Company, with the reservation of the next paragraph, assumes
obligations and engagements with the signatures of authorized members of
the Board of Directors under the Company name.3.     The Board of Directors can, exclusively and only in writing, transfer
the exercise of some or all of its competences and authorities
(except those demanding collective action) as well as the Company
representation, to one or more persons, being members thereof or not,
specifying at the same time the extent of this delegation.14ARTICLE 13
Constitution of the Board of Directors1.     The Board of Directors immediately after its election, is convened and
constituted into body, electing its Chairman.2.     The Board of Directors may elect, among its members, one Managing
Director, determining at the same time the responsibilities thereof.3.     The
Chairman of the Board of Directors conducts its meetings.
In his absence or disability, the Chairman is replaced, as to all his
competences and authorities, by another member of the Board, appointed by the
Board of Directors.ARTICLE 14
Replacement of a member of the Board of DirectorsIf for any reason the position of a Member of the Board of Directors is
vacant, the remaining Members, provided they are at least three (3), must
elect a temporary substitute for the remaining term of the substituted
Member. This election is submitted for approval to the immediately next
ordinary or extraordinary General Assembly. The acts of the Member who was
elected in this way are deemed valid, even if his election is not
ratified by the General Assembly.ARTICLE 15
Convocation of the Board of DirectorsThe Board of Directors shall meet at the legal seat of the Company as well as
in Thessaloniki, Patras, Hydra, Myconos and Rhodes and also in other locations
abroad, that is Rome, Turin, Milan, Venice in Italy and New York in the
U.S.A., following a specific permit by the competent supervisory authority
pursuant to Article 20 of the C.L. 2190/1920, regularly at least once every
calendar month, at a day and time specified by the Chairman or the member of
the Board replacing the Chairman, and extraordinarily whenever
at least two (2) members of the Board request so in writing.15ARTICLE 16
Representation of the members of the Board  Quorum
 Majority1.     Each Member of the Board may, through a letter, telex or cable addressed
to the Chairman of the Board of Directors, authorise another Member of
the Board to represent him at one or more meetings. No member of the Board
can represent more than one absent Member.2.     The Board of Directors is at quorum and may validly transact its
business, if half plus one of the number of its Members are present or
represented therein, but in no case shall the number of the Members
personally present be less than three. In determining the number of
Members for a quorum, fractions, if any, shall not be counted.3.     The resolutions of the Board of Directors are taken by a majority of half
plus one of the number of Members who are present or represented at any
meeting, except from the cases where qualified majority is required by law
or by the provisions of the present Articles of Association.ARTICLE 17
Minutes of the Board of Directors1.     Minutes of the discussions and resolutions of the Board of Directors
shall be kept.2.     Copies and extracts of the Minutes of the Board of Directors are
ratified by the Chairman or his lawful substitute.ARTICLE 18
Compensation of members of the Board of Directors1.     A compensation may be awarded to the Members of the Board of Directors
the amount of which is determined by the Ordinary General Assembly by special
resolution.2.     Any other remuneration or compensation of the Members of the
Board of Directors is deemed binding for the Company if it is approved by
a special resolution of the Ordinary General Assembly.16Such remuneration or compensation may be reduced by the Court if, in fair
judgment, it is considered exorbitant and an objection has been expressed to
the relevant resolution by shareholders representing 1/10 of the share capital.3.     Any granting of credit (loans, guarantees, etc.) by the Company to
its founders, members of the Board of Directors, General Managers or
Managers, or to their spouses, or other relatives thereof up to the third
degree of blood relationship or of relationship created by marriage, is
forbidden and is null and void. Loans by the Company to third parties as well
as the granting of credits to them by any way or the granting of guarantees
on their behalf for the acquisition by them of shares of the Company
are absolutely forbidden and are null and void. Any other contract
concluded by the Company with the above persons shall be void without a
prior special approval thereof by the General Assembly. This applies to
labour contracts or mandate contracts as well as for any amendment
thereof. The approval is not granted if shareholders representing at least one
third (1/3) of the share capital represented in the Assembly have been
opposed to the resolution.ARTICLE 19
Prohibition of Competition1.     It is forbidden to the Members of the Board of Directors, as well
as to the Directors of the Company, to engage professionally, without an
approval of the General Assembly, on their own behalf or on the behalf
of third parties, in acts belonging to one of the purposes pursued by the
Company or to participate as partners in companies pursuing such purposes.2.     In case of violation of the above provision, the Company has a
right for compensation, according to Article 23 paragraphs 2 and 3 of C.L.
2190/1920, as effective.17ARTICLE 20
Responsibility of members of the Board of DirectorsThe responsibility of the Members of the Board of Directors for the
administration of the Company is limited to the fulfilment of their duties
and expires every year after the approval of the annual financial statements
by the ordinary General Assembly and the discharge of their
responsibilities. The Members of the Board of Directors have no personal
responsibility against third parties or the shareholders for the fulfilment
of their duties, being responsible only against the legal entity of the
Company, under the mandate committed to them. The General Assembly of
shareholders is solely competent for the filing of a civil suit against the
Members of the Board of Directors for excess of their mandate or for
violation of the law or the present Articles of Association.CHAPTER V
General Assembly of ShareholdersARTICLE 21
Competence of General Assembly of Shareholders1.     The General Assembly of Shareholders is the highest authority of the
Company and shall be entitled to decide on any Company affair, its
resolutions being binding on all shareholders, even those absent or
dissenting.2.     The General Assembly is the only competent body to decide on the
following :a.     On the extension of the term, or merger or dissolution of the
Company.b.     On any amendment of the Articles of Association.c.     On the increase or decrease of the sharecapital, except for the
case of paragraph 1, Article 6 of the present Articles of Association.d.     On the issue of a bond loan, as well as bonds convertible into
shares.18e.     On the election of the Members of the Board of Directors, except
as provided in Article 14 of the present Articles of Association.f.     On the appointment of auditors.g.     On the appointment of liquidators.h.     On the distribution of the net annual profits.i.     On the approval of the annual financial statements.j.     On the release of the Board of Directors and the auditors from
every responsibility for compensation according to provisions of Article 30 of
the present Articles of Association.ARTICLE 22
Convocation of General Assembly1.     The General Assembly of Shareholders is convened by the Board of
Directors and shall be held regularly at the seat of the Company at least
once a year, always within the first six (6) months from the expiration of
each financial year. The Board of Directors can convene the General
Assembly of Shareholders in an extraordinary session whenever it deems
necessary.2.     The General Assembly of Shareholders, with the exception of
adjourned General Assemblies and those deemed similar thereto, shall be called
at least twenty (20) days prior to the date determined for said meeting,
including holidays. The date of publication of the notice for the convention of
the General Assembly and the date of the actual meeting are not included.ARTICLE 23
Invitation  Agenda of General Assemby1.     The invitation for the convocation of the General Assembly, must
specify at least the location, the date and the time of the meeting as19well as the items on the agenda with clarity. This invitation shall be
published ten (10) at least full days before the meeting in the Bulletin of
Corporations and Limited Liability Companies of the Government Gazette and also
before twenty (20) at least full days in one of the Athens daily newspapers
which, in the opinion of the Board of Directors have the widest circulation in
the whole country, and in one daily financial newspaper from those specified
as such in the Minister of Commerce decision, as well as in one weekly or
daily newspaper from those which are published at the region of the seat of
the Company, if any, in case that the Company does not have its seat at the
region of the Municipality of Athens and in case no newspaper is published in
this region, in one of those which are published in the capital of the
Prefecture in which the Company has its seat. Such invitation is posted at
a prominent place at the Companys offices twenty (20) days before the
day of the meeting. In the case of adjourned meetings the above time periods
are reduced to half.2.     The Board of Directors of the Company has the obligation, ten
(10) days before the Ordinary General Assembly, to provide every
shareholder who asks for it, with the annual financial statements and a copy of
the report of the Board of Directors for the annual financial statements as
well as the auditors report.ARTICLE 24
Deposition of Shares  Representation1.     Those shareholders wishing to participate in the General
Assembly, must deposit their shares with the Treasurer of the Company, or with
the Cashier of the Consignments and Loans Fund, or any banking institution in
Greece at least five (5) full days prior to the date determined for the
meeting.2.     Shareholders entitled to participate in the General Assembly can be
represented at such meeting by lawfully authorized persons. Representation
documents can be private deeds, provided they bear a date and they are
signed by their issuers.203.     Receipts of deposit of shares as well as documents authorizing
representatives of shareholders, must be deposited with the Company, at
least five (5) full days before the session of the General Assembly.4.     Shareholders who have not complied with provisions of paragraphs 1 and
3 of this Article may participate at the General Assembly, only after its
permission.ARTICLE 25
List of shareholders entitled to voteForty-eight (48) hours prior to any General Assembly there shall be
posted in a prominent place in the Companys premises a list containing the
names of those entitled to vote in the General Assembly. This list must
include all data stipulated by law, such as the eventual proxies of the
representatives of the shareholders, the number of shares and votes of each
one, as well as the addresses of the shareholders and their proxies.ARTICLE 26
Simple Quorum and Majority of Votes of General Assembly1.     A quorum shall be deemed to be present and the General Assembly may
validly transact the business on the agenda whenever the number of shareholders
present in person or by proxy represents at least 20% of the paid-up share
capital.2.     Should such a quorum not be obtained in the first meeting, the
General Assembly shall convene again within twenty (20) days from the date
of the adjourned meeting, the shareholders being invited at least ten (10)
days prior to such meeting. The latter repetitive General Assembly shall be
deemed to form a quorum and may validly act on the items of the initial agenda
no matter what part of the capital is represented therein.3.     The resolutions of the General Assembly are taken by the absolute
majority of the votes represented in it.21ARTICLE 27
Extraordinary Quorum and Majority of Votes of General
Assembly1.     Exceptionally a quorum shall be deemed to be present and the
General Assembly may validly act on the items of the agenda, only if
shareholders representing 2/3 of the paid-up share capital are present or
represented therein, concerning the following decisions :a.     An extension of the duration, merger or dissolution the Company.b.     The changing of the Companys nationality.c.     The changing of the Companys objects.d.     An increase or reduction of share capital, with the exception of the
increases of Article 6 paragraphs 1 and 2 of the present Articles of
Association.e.     Issue of a bond loan.f.     A change in the manner of distribution of the profits.g.     Increase of obligations of shareholders.2.     If a quorum as provided in paragraph 1 of this Article shall not
have been achieved in the first meeting, within twenty (20) days from this
session and after an invitation before at least ten (10) days, a first
repetitive meeting is convened, which is deemed to have a quorum and meet
validly on the items of the original agenda if at such meeting is represented
at least one half (1/2) of paid-up share capital.3.     If again no such quorum is formed, a second repetitive meeting is
convened within twenty (20) days, after an invitation at least ten (10) days
before, which is deemed to have a quorum and meets validly on the items of
the original agenda when in such meeting is represented at least one third
(1/3) of paid-up share capital.224.     All decisions provided in paragraph 1 of the present Article are
taken by a two thirds (2/3) majority of the outstanding shares.ARTICLE 28
Chairman  Secretary of General Assembly1.     The Chairman of the Board of Directors or, in his absence, the Deputy
Chairman, shall preside temporarily over the General Assembly of
Shareholders. The duties of Secretary are carried out by the person
appointed by the Chairman.2.     After the list of shareholders entitled to vote is approved, the
Assembly proceeds with the election of its Chairman and a Secretary who serves
as vote counter as well. The election of the regular Chairmans office of
the General Assembly takes place by secret ballot, unless this General
Assembly decides otherwise or unless the law stipulates otherwise.ARTICLE 29
Subject of discussion  Minutes of General Assembly1.     Discussions and decisions of the General Assembly are limited to the
items on the agenda.2.     For the subjects discussed and approved at the meeting minutes are
kept and they are signed by its Chairman and its Secretary. After an
application of every shareholder, the Chairman of the General Assembly is
obliged to register in the minutes on exact summary of the opinion of
shareholder. In the book where minutes are registered is also registered the
list, drafted according to the provisions of paragraph 2, Article 27 of the
C.L. 2190/1920, of the shareholders present and represented at the General
Assembly.3.     The copies and extracts of the minutes are ratified by the Chairman of
the Board of Directors or his deputy.23ARTICLE 30
Decision for release of Board of Directors and auditors1.     Following approval of the Annual Financial Statements the
General Assembly shall decide by special vote taken by roll call on the release
of the Board of Directors and Auditors from any liability for indemnity.2.     Members of the Board of Directors and employees of the Company may
participate in the voting for the release of the Board of Directors from
liability only through the shares of which they are owners. Such release shall
be ineffective with respect to the matters specified in Article 22a of C.L.
2190/1920 as effective.CHAPTER VI
AUDITARTICLE 31
Auditors1.     The Ordinary General Assembly appoints every year two (2) regular
auditors and two (2) substitutes, specifying their compensation.2.     The General Assembly can appoint only one regular and one substitute
auditor, if they are chartered accountants. In any case, if the limits of
paragraph 6, Article 42a in connection with Article 112 of C.L. 2190/20
as in effect after its amendment by PD 409/86 and 498/87 are exceeded, the
appointment of chartered accountants is obligatory.3.     Within five (5) days from the General Assembly that has appointed the
auditors, the Company shall notify these auditors their appointment, and in
the event that they do not refuse such appointment within five (5) days,
they are deemed to have accepted such appointment and bear all the
responsibilities and obligations prescribed by Article 37 of C.L. 2190/1920.24ARTICLE 32
Duties and Rights of Auditors1.     The auditors have the right, at any time during their period of
service, to take cognizance of any book, account or document of the Company,
being obliged, after the termination of the financial year, to audit the
annual financial Statements submitting a report on the result of their
findings to the Ordinary General Assembly, which must show clearly, after an
examination of the accuracy and legality of the entries in the Companys
books, whether the annual accounts represent its financial situation at the
date of expiration of the audited financial year and the loss and profit
account shows the actual results of this financial year.The Auditors shall have the right through a petition to the Chairman of
the Board of Directors to request convocation of an extraordinary General
Assembly. Such meeting shall be convened by the Board of Directors within
ten (10) days from the date of service of the petition to the Boards Chairman
and shall specify in the agenda the subjects mentioned in the petition.CHAPTER VII
Annual Financial Statements  Profits  LossesARTICLE 33
Financial Year1.     The financial year is of a 12-month duration and begins on January 1
of each year and ends on December 31 of the same year. Exceptionally, the
first financial year begins from the legal incorporation of the Company and
will end on December 31st, 1993.ARTICLE 34
Annual Financial Statements1.     At the end of each financial year the Board of Directors draws up
the annual financial statements (Balance Sheet, Loss and Profit25Account, Distribution of Profits Sheet and Attachment) as well as the
management report. The annual financial statements must show with absolute
clarity the real picture of the property structure, of the monetary-financial
position and of the loss and profit account of the Company and are drawn
up obligatorily according to provisions of Articles 26 para 2, 27, 36 para
1, 42a, 42b,42c, 42d, 42e, 43, 43a, 43b, 111 para 1 and 2 and 112 para 1 to 7
of C.L. 2190/1920 as such is in effect after its amendment by P.D. 409/86
and 498/87. The annual financial statements are submitted for approval to
the Ordinary General Assembly and are accompanied :a.     By an explanatory report of the Board of Directors, which must furnish
a clear and real picture of the progress of works and of the financial
position of the Company, as well as information on its foreseen course
and for its activities in the field of research and development and in which
must be mentioned all data specified in Article 43a para. 3 (a) and (b) of C.L.
2190/1920 as amended by P.D. 409/86 and,b.     By the auditors report which will contain, beyond the data referred
to in Article 37 para 1, all data referred to in Article 43a para 4 of C.L.
2190/1920 as such is in effect.2.     The Balance Sheet of the Company, the Loss and Profit Account
and the Distribution of Profits Sheet together with the audit
certificate, in those cases where the audit by chartered accountants is
foreseen, are published at least twenty (20) days before the session of
the Assembly, according to what is stipulated in the Law, in the newspapers
specified in Article 23b herein.3.     The General Assembly may pass valid resolutions on the Annual
Financial Statements only if such Financial Statements shall have been
audited by the Companys auditors and specifically countersigned by : (a)
the Managing or authorized Director, or if no such Director exists by
another member of the Board designated for such purpose, (b) the person
exercising the general management of the Company, and (c) the Chief
Accountant. In the event the above mentioned26persons disagree as regards the manner in which said Financial Statements
were prepared with respect to their legality, they are obliged to report
their objections in writing to the General Assembly.ARTICLE 35
Distribution of Profits1.     Net profits of every financial year are these resulting after the
subtraction from the gross profits of the Company of every expense, loss,
lawful amortization and any other company encumbrance.2.     The distribution of Companys net profits will be effected as follows
:(a).     First takes place the withholding of the percentage for the formation
of an ordinary reserve as stipulated by Law, namely for this purpose is
withheld at least 1/20 of net profits. The withholding shall cease to be
compulsory when the ordinary reserve equals at least one-third (1/3) of the
paid-up share capital.(b).     Then takes place the withholding of the amount required for
the payment of a first dividend to the shareholders, such dividend to
be equal to at least 6% of the paid-up share capital, and according to
Article 45 of C.L.2190/1920 in connection with provisions of Law 148/1967,
L.D.34/1968 and Law 876/1979 and with the reservation of the provisions of
Article 44a of CL 2190/1920 as such is in effect.3.     The General Assembly disposes freely of the rest .ARTICLE 361.     The payment of dividends takes place within two (2) months from
the resolution of the Ordinary General Assembly which approved the annual
financial statements and at a day determined by the Ordinary General
Assembly, or , under its authorization, by the Board of Directors. Those who
have not requested promptly the payment of the27dividends belonging to them, can have no claim for interest.
Dividends not claimed within five (5) years from the date they became
payable are prescribed.2.     The distribution of interim dividends or percentages is
permitted only if at least twenty (20) days before the day of such
distribution, an accounting statement on the Companys property is published
in one of Athens daily newspapers which in the Board of Directors opinion
have the widest circulation and in the Bulletin of Limited Companies
(Societes Anonymes) and Limited Liability Companies of the Government
Gazette and is submitted to the competent supervising authority. The
dividends distributed in this way can not exceed the half (1/2) of the net
profits shown in the accounting statement.CHAPTER VIIIARTICLE 37
Reasons of Company Dissolution1.     The Company is dissolved:a.     Upon expiration of its duration, unless an extension of its
duration is decided prior to such expiration by the General Assembly.b.     By resolution of the General Assembly taken according to the
provisions of Article 27 of the present Articles of Association, and,c.     When the Company is declared in bankruptcy.2.     The concentration of all shares in the hands of one single
shareholder does not constitute a reason for the dissolution of the
Company.3.     In case the total of the Company own capitals, as stipulated in
Article 42c of CL. 2190/1920 as amended by P.D. 409/86 becomes lower than
half (1/2) of the paid-up share capital the Board of Directors is obliged to
convene the General Assembly within a deadline of six (6) months from the
expiration of financial year in order to decide whether the Company will be
dissolved or another measure will be adopted.284.     If the Company is dissolved because of the lapse of its time of
duration or by resolution of the General Assembly or if after the declaration
of bankruptcy a settlement or restitution has taken place, according
to standing provisions concerning bankruptcy, the Company may be revived by
resolution of the General Assembly of shareholders, taken according to the
provisions of Article 27 of the present Articles of Association. Such
resolution is excluded if the distribution of the company property has already
begun.ARTICLE 38
Liquidation1.     Except in the case of bankruptcy, the dissolution of the Company is
followed by its liquidation. In the case of item a of paragraph 1 of Article
37 of the present Articles of Association, the Board of Directors shall act as
liquidator until liquidators are appointed by the General Assembly.In the case of item b of the same as above paragraph above of the same
Article, the General Assembly appoints the liquidators by the same
resolution. The liquidators, appointed by the General Assembly, can be two
(2) to four (4), shareholders or not and they exercise all the competences of
the Board of Directors which are relevant with the procedure and purpose
of liquidation, as such have been possibly limited by the General Assembly,
with the resolutions thereof they are obliged to comply.The appointment of liquidators results ipso jure in the termination of
authority of the members of the Board of Directors and of the auditors.2.     The liquidators appointed by the General Assembly are obliged,
upon assuming their duties, to take an inventory of the Company
property and to publish in the press and in the Bulletin of Limited
Companies (Societes Anonymes) and Limited Liability Companies of the Government
Gazette, a balance sheet, a copy thereof is submitted to the Direction of
Commerce of the competent Prefecture. According to Article 7a of C.L.292190/1920, as such is in effect today, the balance sheet of the liquidation
and the final balance sheet are also subject to publicity.3.     The liquidators have the same obligation upon termination of
liquidation as well.4.     The General Assembly of shareholders retains all its rights during the
liquidation.5.     The liquidation balance sheets are approved by the General
Assembly of shareholders, which also decides on the release of liquidators
from every responsibility.6.     Every year the liquidation results are submitted to the General
Assembly together with a report setting forth the reasons for which the
liquidation has not been terminated as yet.7.     The proceeds of liquidation of the Company, after the complete final
payment of its liabilities, belongs to the shareholders and is distributed
to the shareholders pro rata to the shares each one of them has at his hands.CHAPTER IX
General ProvisionARTICLE 39These Articles of Association are limited to the issues required by
Article 2 of C.L. 2190/1920 as such has been amended and is in effect.
The provisions of C.L. 2190/1920 as such have been amended and are in effect
apply as to all other issues.CHAPTER X
Transitory ProvisionsARTICLE 40
Subscription and Payment of CapitalThe capital of the Company specified in Article 5 of the present Articles of
Association is fully30subscribed to by the founders of the Company in the following proportions:a)     The Company STET INTERNATIONAL S.p.a., a company established under the
Italian laws, with registered seat in Rome Italy (Via Aniene 23), covers 999 ...shares of a total value of Drs 9.990.000, of par value 10.000 eachb)     Mr. Epaminondas Lambadarios, covers 1 ...share of a total value of Drs
10.000.The founders are obliged to pay cash in the Companys Treasury the full
value of the shares upon the entry in the Registry of S.A. of the
administrative decision authorising the establishment of the Company and
approving these Articles of Association.ARTICLE 41
First Board of DirectorsThe first Board of Directors, that will run the Company until the convocation
of the first Ordinary General Assembly of the shareholders, which shall take
place within the first 6 months of 1994, shall consist of Messrs :1. Carlo Mezzanote....
2. Epaminondas Lambadarios....
3. Basil Lambadarios....ARTICLE 42
Auditors of First Financial YearRegular auditors for the first financial year of the Company are
appointed as regular the following :1. Antony Sichnis....
2. George Gassios....
and as deputy following :
1. George Samothrakis....
2. John Kitsopanides....31All of them have graduated five years ago (at least). The annual
remuneration is fixed at Drs. 20.000 for each one, who will be used.T R U E   C O P Y
of the Codified Articles of Association
of above Company with
registration no. 27039/01AT/B/92/1961
submitted to the Register of Societes Anonymes
in 25-09-2002.Agia Paraskevi, 26-09-2002(Seal and Signature)
Head of the DepartmentAggeliki Kaloeida............................The present document constitutes a true and accurate translation in English of
the Greek Official document of the Codified Articles of Association of the
Societe Anonyme under the corporate name STET HELLAS TELECOMMUNICATIONS S.A.,
(including the respective amendments of the Articles of Association by virtue
of the General Assembly Resolutions dated 21.12.1992,    22.01.1993,    11.02.1993,    
02.04.1993,    12.05.1993,    07.09.1993,    11.05.1994,    30.06.1994,
    28.04.1998,    31.07.2001,    24.01.2002 and 05.09.2002).Certified according to the Greek Law by the Attorney-at-Law Mr. Paris
Atlamazoglou.(Seal)
(Signature)
The certified Attorney-at-Law32