PUBLIC PROPOSAL FOR SHARES EXCHANGE OF GENERAL CONSTRUCTION COMPANY TO THE SHAREHOLDERS OF TERNA S.A. FOR THE EXCHANGE OF 1,044,000 COMMON REGISTERED SHARES OF TERNA S.A. FOR 1,357,200 COMMON BEARER SHARES OF HERMES REAL ESTATE S.A.. THE SHARES EXCHANGE RATIO IS 1.3. SHARES OF HERMES REAL ESTATE S.A FOR EVERY 1 SHARE OF TERNA S.A.

The company announces that on April 12, 2002, the Capital Market Commission approved according to article no 9 par 4 of the Regulation 1/195/19.7.2000 of the CMC, the Prospectus concerning the (Optional) Public Proposal that the company General Construction Company S.A. (the Proposing Party) had addressed on March 21, 2002 to the shareholders of TERNA S.A., had submitted to the Capital Market Commission and to the BoD of TERNA S.A. and was released to the daily and financial press as well as the Daily Official List of the ASE on March 22, 2002. According to the terms of the Public Proposal and within the context of the Regulation 1/195/19.7.2000 of the CMC. The Proposing Party may exchange 1,044,000 common registered shares of Terna S.A. with voting rights (the ‘shares'), that correspond to the 5.4789% of the share capital of Terna S.A. for 1,357,200 common bearer shares of Hermes Real Estate Enterprises S.A. with voting rights, under the special terms which are referred below, as these are the terms specialized in the Prospectus, which was approved by the CMC on April 12, 2002.

1. Offer of the prospectus
The Prospectus, as was approved by the CMC, will be available free of charge to the investment public as of Wednesday, April 17, 2002 at:
a) the branches of Alpha Bank
b) the offices of the Proposing Party, 30 Kapodistriou Ave., 151-23 Maroussi, Athens.
c) The offices of EFG Telesis Finance S.A., as Consultant of the Proposing Party, 6 Othonos str., 105-57 Athens and 43 Tsimiski str. Shopping Mall ‘Platia' 546-23, Thessalonica. Responsible to provide information on the prospectus on behalf of the Proposing Party is Mr. N. Bris (tel. +30-10-33.86.810).

2. Admission period
The Admission Period is from Monday, April 22, 2002 until Wednesday, May 22, 2002. The shareholders that are going to accept the Public Proposal may declare their acceptance, signing the related application, which will be available with the prospectus at the branches of Alpha Bank and submitting to their operator an order, holding Alpha Bank only for the specific volume of shares of Terna S.A. for which they are going to submit an acceptance application of the Public Proposal and only on the purpose of the Public Proposal.

3.Maximum number of shares the proposing party is committed to acquire
The Proposing Party is committed to acquire 1,044,000 shares of Terna S.A. that correspond to the 5.4789% of the share capital of Terna S.A.. The shares added to the 8,483,420 shares that the Proposing Party already owns, directly or indirectly, correspond to a total participation of 50% of the share capital of Terna S.A. plus 40 shares. If there are applications that concern more than 1,044,000 shares, the applications will be satisfied according to the way it is stated in the Prospectus

4.Minimum number of shares the proposing party is obliged to acquire.
The minimum number of shares, that must be accepted so that the Public Proposal is valid amounts to 1,044,000 shares that correspond to 5.4789% approximately of the share capital of Terna S.A. This percentage added to the percentage that corresponds to the shares of Terna S.A. that already owns, directly or indirectly, the Proposing Party assures to the Proposing Party a total participation of the amount of 50% of the share capital of Terna S.A. plus 40 shares.

5.Exchange ratio
The Proposing Party offers as an exchange for every 1 share of Terna, 1.3 shares of Hermes Real Estate S.A.

6.Conclusion of the public proposal
After the successful expiration of the admission period and the announcement of the result within 48 hours since the expiration of the admission period at the ASE Daily Official List and the political and financial press, after the process of the satisfaction of the Admission applications as stated in the Prospectus is applied, the OTC transfers according to the Law will be realized, according to the authorizations that have been provided by the Admission applications from each one shareholder of Terna S.A. who accepted the Public Proposal to Alpha Bank; the transfers will be registered to the CSD after the third day since the submission of the related documents and the shares of Hermes Real Estate S.A. that correspond to each one of the shareholders of Terna, (who accepted the Public Proposal) will be deposited on the same day to their operator of their own choice. In the same way, the transferred shares will be deposited to the operator's account that will have been opted for by the Proposing Party. Also, on the same day, Alpha Bank will make available to every shareholder of Terna S.A., who accepted the Public Proposal, the amount that corresponds to the fractional rights of the share of Hermes Real Estate S.A. that correspond to the shareholder, as stated in the Prospectus. The payment of this amount will be either by deposit of the bank account of Alpha Bank of the eligible shareholders or in cash, which will be available at the branch in which the Admission applications were submitted, depending on the way it has been suggested.

7. Informative Note
The present announcement does not substitute the full context of the Informative Note that was approved by the Capital Market Commission and therefore the interested shareholders are advised to take consideration of the whole context of the Informative Note.

8. Information regarding the financial data of HERMES REAL ESTATE ENTERPRISES
Shareholders interested to acquire more information regarding the financial data of HERMES REAL ESTATE ENERPRISES, as issuer of the offered shares, may obtain the corporate data, according to article 9, paragraph 2 of the CMC decision 1/195/19.7.2000, at the following premises:

• at the offices of EFG TELESIS FINANCE SERVICES as the Issuer Consultant, 6 Othonos str., 105 57 Athens,
• at the following branches of ALPHA BANK S.A.: 40 Stadiou str. (Athens), 238 Dimokratias Ave. (Alexandroupoli), 84 62 Martyrs Ave (Hrakleion), 2 Egnatia Odos (Thessalonica), Dimokratias Square (Ioannina), 56 Omonoias Str. (Kavala), 80 Kapodistriou str. (Corfu), 9 28th October square (Kozani), 23 A. Papanastasiou str. (Larissa), 33 P. Koundouriotou (Lesvos), 63 Ag. Andrea (Patra), 12 Kyprou sq. (Rhodes).

9. Condition according to which the Public Proposal is valid
As mentioned above, the public proposal is subject to the condition that the Statements of Acceptance that will be submitted regard 1,044,000 shares of ‘TERNA S.A.' as a minimum and maximum limit. If the above condition is not satisfied, the public proposal is not valid either: If the shareholders do not offer to the proposing Company a number of shares equal to at the least with the requested number of shares i.e. 1,044,000 shares Or if the shareholders offer to the proposing party shares of TERNA S.A. exceeding the requested number of shares i.e. 1,044,000 shares, consequently the submitted Acceptance Statements will be satisfied, according to the stated issues at the Informative Note.