Announcement

OTE agrees to sell Telekom Romania (Fixed) to Orange Romania

Athens, November 9, 2020 - Hellenic Telecommunications Organization S.A. ("OTE S.A." or the "Company") announces that it has entered into an agreement to sell its 54% stake in Telekom Romania Communications S.A. (Fixed, Telekom Romania or "TKR") to Orange Romania.

The agreed consideration is €497m for 100%, corresponding to €268m for OTE's stake, on a debt-free, cash-free basis and is subject to customary adjustments at closing of the transaction, such as for net debt, working capital and pre-Closing items.

OTE will retain ownership of Telekom Romania Mobile Communications S.A.

Currently, TKR operates a nationwide fixed network serving approximately 930,000 broadband customers and 1.2m TV subscribers. In 2019, TKR generated €622m revenues.

The sale is not expected to have a material impact on OTE's free cash flow outlook, or its debt position.

Telekom Romania's acquisition by Orange Romania will enhance the market's competitiveness while securing the company's future, through long term investments, supporting the digital transformation of the Romanian economy and society, as well as offering stability and positive prospects to its employees.

The transaction is subject to regulatory approvals and other conditions and is expected to be completed within the second half of 2021. Following completion, the net consideration after transaction expenses and required provisions, will be distributed to OTE shareholders.

OTE's Chairman and CEO, Mr. Michael Tsamaz, noted: "The sale of Telekom Romania is a strategic decision in the context of OTE Group's redefined priorities and growth plans, in order to support the Group's development and create value for all stakeholders. OTE has committed extensive resources over the years to support Telekom Romania's performance, while it remains in the market through Telekom Romania Mobile. I would like to thank Telekom Romania's management and employees for the company's accomplishments to date and I am confident that they will continue to offer their best not only during the period till the completion of the transaction, but also under the new ownership. The acquisition of the company by Orange Romania ensures its future growth and creates the conditions to further strengthen market competitiveness to the benefit of its customers and to support the digital transformation of the Romanian economy and society."

Barclays Bank PLC is acting as OTE's financial advisor. Dechert, Eversheds and Freshfields act as OTE's legal and regulatory advisors.

The announcement is issued in accordance with Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 and the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016.

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