Full Details of the EUR450m bid by the Subordinated Bond Holders in Hellas for the Greek Mobile Telecoms Company

LONDON, November 23 - In the interests of fairness, transparency and speed, the Subordinated
bond holders in Hellas who this morning tabled a new, full and binding EUR450
million offer for the assets of Hellas II have now released the full terms of
the offer including the details of the 'early bird' consent fees - at
paragraph 7 - to be paid to the senior lenders.

The full contents of the letter are as follows:

23 November 2009

Hellas Telecommunications (Luxembourg) II S.C.A. ("Hellas II")

Final offer to acquire all of the assets of Hellas II, including the
entire issued share capital of WIND Hellas Telecommunications S.A. ("WIND
Hellas")

We are pleased to submit, on behalf of the Committee (each such term
defined below), a final offer for the entire issued share capital of WIND
Hellas, the entire issued share capital of Hellas Telecommunications IV S.à
r.l.

On any view the Final Offer represents a better outcome for
all creditors and we would invite you to immediately initiate a new consent
solicitation process. In addition to making the Final Offer, the Committee is
willing to start immediate discussions with you for the purposes of providing
a short term funding facility into the Hellas II administration for the
purposes of allowing you to trade briefly with a view to completing the new
consent process, if this cannot actually be completed before 30 November 2009
- although we very much hope it can and see no reason why it cannot.

A successful acquisition by the Committee is, the Committee believes, in
the best interests of all stakeholders reliant on the Target Group, from its
creditors (as a whole) to its employees, retail franchisees and customers.

1. Valuation/Purchase Price

1.1 The Committee is proposing to credit bid the Subordinated Notes by
way of an exchange offer to be made by the Buyer in respect of all of the
Subordinated Notes conditional only upon completion of the acquisition of the
Target Assets by the Buyer. In addition, the Buyer proposes to assume or
cause third parties to buy all of Hellas II's obligations in respect of the
senior debt (as more fully described below), and make available an aggregate
sum of EUR450,000,000 in cash (including an aggregate EUR100,000,000
liquidity funding to WIND Hellas), discharge other costs associated with the
acquisition of the Target Assets, and pay consent fees to creditors.

1.2 The structure of the Final Offer would deliver consideration to the
Seller carrying an aggregate value in excess of EUR2.82 billion in respect of
all of the Sold Assets (the "Headline Purchase Price") being the aggregate of
the amounts below in paragraph 2.

2. Purchase Price

2.1 The Buyer will contribute or cause the contribution of EUR450,000,000
in cash towards its bid including the EUR250,000,000 towards acquisition of
the RCF debt.

2.2 The Headline Purchase Price for all of the Sold Assets would be as
follows:

(A) the nominal value of the Subordinated EUR1,070,000,000 Notes plus
EUR29,900,000 in respect of accrued interest on the Subordinated Notes) shall
be deemed discharged by the Buyer making an exchange offer for the
Subordinated Notes. Under the exchange offer, the Buyer would offer
(conditional upon completion of the acquisition of the Target Group by the
Buyer) to exchange the Subordinated Notes for new instruments to be issued by
the Buyer. The exchange offer would be commenced as soon as reasonably
practicable following the signing of the SPA;

(B) an amount equal to EUR250,000,000, shall be deemed discharged by the
Buyer assuming equivalent obligations to the existing obligations of the
Seller under or in respect of the Senior Subscription Agreement, the
Intercreditor Agreement and all other Finance Documents in substitution for
the Seller, on such basis as the Seller shall be released from its
obligations under such agreements (in accordance with the relevant waivers
obtained under the RCF Consent Request) - the Buyer will also procure the
purchase of the RCF Facility by Jefferies International Limited
("Jefferies");

(C) an amount equal to EUR1,222,250,000, shall be deemed discharged by
the Buyer assuming equivalent obligations to the existing obligations of the
Seller under or in respect of the Senior Secured Notes, the Senior Secured
Notes Indenture, the Intercreditor Agreement and all other Finance Documents,
in substitution for the Seller, on such basis as the Seller shall be released
from its obligations under such agreements (in accordance with the relevant
waivers obtained under the Senior Secured Noteholder Consent);

(D) an amount equal to EUR355,000,000, shall be deemed discharged by the
Buyer assuming equivalent obligations to the existing obligations of the
Seller under or in respect of the Senior Unsecured Note, the Senior Unsecured
Notes Indenture and the Intercreditor Agreement, in substitution for the
Seller, on such basis as the Seller shall be released from its obligations
under such agreements (in accordance with the relevant waivers obtained under
the Senior Unsecured Noteholder Consent);

(E) to the extent that any remain outstanding, an amount equal to the
Intra-group Seller Debt, shall be deemed discharged by the Buyer assuming
such debts under the SPA; and

(F) an amount equal to EUR200,000,000 as follows:

(1) (subject to sight of the schedule specifying the amounts and payees
which has not yet been provided by the Seller and evidence as to the basis
upon which amounts are due) by the payment of the Funded Costs Amount, all
other transaction costs and restructuring costs incurred by the Buyer and
Hellas II plus transfer taxes, stamp duties and other amounts payable in
connection with the matters contemplated by the SPA;

(2) payment of the Consent Fees; and

(3) by the provision of liquidity funding of EUR100,000,000 to WIND
Hellas via a subscription by the Buyer for shares in the capital of WIND
Hellas or via another appropriate means of funding (see e.g. 6.1), which
amount shall be paid in cash by the Buyer to WIND Hellas (and part of which
will be made available to the administrators as explained in 6).

3. Transaction Structure

3.1 The Committee has incorporated the Buyer for the purpose of executing
the Transaction - SCHO 6 S.A.R.L. The Buyer has been capitalised by the
Committee. These commitments can be fully drawn before the appointment of the
administrators by order of the Court to that effect made at the hearing
scheduled to take place on 26 November 2009.

3.2 In relation to the Senior Note Hedges (to which the WIND Hellas is
party), the Buyer intends to keep these in place following completion.

3.3 The Buyer will seek the consent from NBG to any change in control or
will buy their loan.

3.4 Jefferies has committed to acquire the RCF debt.

4. Due Diligence

No further due diligence will be required to be conducted.

5. Confirmation of Committed Financing

5.1 Signed funding commitment letters are available with an aggregate
amount of financing available to the Buyer (or an entity in the Buyer's
group) under the commitment letters, subject to completion of the
Transaction, being EUR450,000,000.

5.2 It is proposed that such funding will be provided to the Buyer:

(A) In the case of the RCF debt, by Jefferies buying such debt; and

(B) In all other cases, pursuant to a convertible note to be issued by,
the Buyer (or an entity in the Buyer's group) which will be drawn prior
completion of our client's final bid.

6. Interim Funding

6.1 Our proposal is for the Buyer to provide the administrators, once
appointed, with a line of credit up to EUR50,000,000, such funding to become
an administration expense.

6.2 We have chosen this amount as it is the exact amount of working
capital required by the RCF Lenders, as well as being such a significantly
large amount that it would provide comfort to trade creditors of WIND Hellas
and the directors of WIND Hellas.

6.3 As you can see, such funding can be drawn down by the administrators
for lending to WIND Hellas. The Buyer would require security over the cash
account into which such funding is deposited as well as over the investments
made in WIND Hellas by the administrators. We appreciate that the provision
of such security may be a breach of various indentures entered into by Hellas
II.

6.4 To the extent that the EUR50,000,000 is not utilised, it will form
part of the EUR100,000,000 set forth in 2.1(F)(3).

7. Consent Fees and Revised Margin

Senior Secured Notes

Consent fee 300bps (early bird consent fee of 400bps to first
51% consenting)

Cash Margin increase of 1.50%

PIK Margin increase of 1.50%

Senior Unsecured notes

Consent fee 200bps (early bird consent fee of 400bps to first
51% consenting)

Cash Margin increase of 1.50%

PIK Margin increase 1.50%

5% Warrants

8. Internal Approvals

Each of the Members has obtained all of the necessary internal approvals
from shareholders, credit committees, investment committees, partners,
members, boards of directors, in each case to the extent required to enable
them to submit this Final Offer and to proceed to execution and closing of
each aspect of the Transaction and any funding for which they are responsible
without need for any further consents or approvals. Funding can be drawn even
before the administrators are appointed.

9. Conditions and External Approvals

9.1 Anti-trust: Given the composition of the Members and their interests,
if any anti-trust filings are considered necessary it is not anticipated that
there will be any issues with obtaining any necessary clearances.

9.2 Greek Telecom's Regulatory Consent: Consent from the Hellenic
Telecommunications and Post Commission (the "Ministry") is required in
relation to any change of control of WIND Hellas. The Committee's consultant
(who shall form part of the Committee's management team for WIND Hellas
following completion of the Transaction (see further below)) has informed the
Committee that during his informal discussions with the President of the
Ministry it was stated that the necessary change of control consent will be
granted no later than 10 days following formal application being made, but
may be granted within approximately 5 days following formal application being
made. The Committee's Greek counsel were subsequently invited to attend a
meeting at the Ministry at which they were given verbal assurances that
consent would be granted within the indicated time frame.

9.3 The Condition relating to the RCF, Senior Secured Notes and Senior
Unsecured Notes: In relation to the Condition relating to the RCF, Senior
Secured and Senior Unsecured Notes drafted by Denton Wilde Sapte, you will
note that the Committee has not made any changes to the proposed approach.
The Committee also notes that the Seller is not prepared to solicit formal
consents from the holders of the Senior Secured Notes or the Senior Unsecured
Notes until a preferred bidder has been selected. We would respectfully
suggest that, unlike the previous bid, this important part of the process is
honoured in the case of the Final Offer.

10. Timeline

The Committee's full team has been assembled and is prepared
to work towards completion of each step in the process on an expedited basis.
The Committee is confident that it will be able to execute its bid within a
short timeframe and does not envisage any critical path items that may delay
progress to completion.

11. Acting and Principal

11.1 Each Member is acting as principal for its own account and is not
acting on behalf of any other person with respect to its proposed investment
in the Buyer or its involvement in the Transaction.

11.2 An on-sale of all of the shares in WIND Hellas or Hellas IV is not
in immediate contemplation.

General

This letter shall be governed and construed under the laws of England and
Wales. As is customary with offers of this type, the Final Offer is subject
to contract and agreement on the terms of the relevant Transaction Documents.
Other than this paragraph which shall be legally binding, it is not intended
that any provision of this letter shall create any legally binding
obligations or rights, and should not be regarded as an offer capable of
giving rise to a contract by means only of acceptance.

For further information:

Adrian Flook +44(0)20-7920-2388, flook@mcomgroup.com

For further information: Adrian Flook +44(0)20-7920-2388 / +44(0)7768-608396, flook at mcomgroup.com