AUDIT COMMITEE

Audit Committee according to the article 44 of law 4449/2017

The Audit Committee is an independent committee of the company's Board of Directors and assists the Board in fulfilling its responsibilities with respect to monitor and assess the adequacy and effectiveness of the Internal audit system based on the findings and observations of internal and external auditors, as well as audits by the supervising authorities.
The objective of the Audit Committee (AC) as a standing committee of the Board of Directors, within the framework of the requirements of article 44, L. 4449/17, is:
To assist the Board in fulfilling its supervisory responsibilities and obligations towards the shareholders, the investment community and third parties, especially with regard to the financial reporting procedures, - in particular regarding the financial information process, - the statutory audit of the individual and consolidated financial statements by Chartered Accountant - Auditor, - the effectiveness of Internal Audit Systems, and - the performance of the Internal Audit Division

Composition

Pursuant to article 37 of Law 3693/2008, each listed company (of "public interest" according to the law) must have an Audit Committee composed of 3 members of the Board of Directors, at least two non-executive members and one independent non-executive member.
- The Chairman of the Audit Committee, is appointed by its members or elected by the Company's shareholders’ General Assembly and is independent as to the Company.

- The Committee members must meet the required eligibility criteria, while the number of its members and their total combined knowledge must reflect the business model and the economic conditions of the Company.

- At least one Committee member is a Chartered Accountant

- Auditor in a suspended or retired position or has sufficient knowledge of Audit and Accounting.

- Furthermore, Audit Committee members have sufficient knowledge in the field in which the Company operates. The Audit Committee is convened regularly. The exact time schedule is determined by the Committee itself.

Pursuant to article 6, par. 1 of law 3340/2005, article 2 par. e’ of the Hellenic Capital Market Commission’s decision as well as the HELEX regulation of law 3016/2002 on Corporate Governance, the Board of Directors elected three independent non-executive members of the BoD in replacement of the resigned members of the Board of Directors.
Following the above, the new Audit Committee of the Company consist of the following members:

Panayiotis Alexakis, (Chairman of the Audit Committee, Independent non-executive BoD member)
Ilias Pentazos, (Independent non-executive BoD member)
Andreas Koutoupis, (non-executive BoD member)

Duties

- The Audit Committee monitors the mandatory external audit of the individual and consolidated financial statements, and in particular its impact on the quality of the above statements, taking into account any findings and conclusions of the competent authority (Hellenic Capital Market Commission), in accordance with par. 6 of Article 26 of Regulation (EU) No 537/2014.

- The Audit Committee is responsible for the process of selecting Chartered Accountant - Auditors or Audit firms and submits to the Board the proposal to select the Chartered Accountant - Auditors or Audit firms to be appointed in accordance with Regulation (EU) No 537/2014.

- Furthermore, it approves the provision of any other audit or advisory services beyond the regular audit of the Company and the Group's subsidiaries and other provisions regarding the objectivity and independence of auditors.

- The AC oversees the periodic change of both the external auditor and the key audit firm partners conducting the audit. In particular, the duration of the audit engagement contracts should not exceed 5 years, and in any case a changeover of the audit firm will be provided after up to 5 consecutive years.

- In addition, a maximum period of 5 years is also provided for persons who provide services as financial auditor or as the main auditor-partner of the audit firm.

- In particular, key associates cease to participate in financial audit after five years from their appointment. The auditing firm’s financial auditor or key partner is not involved again in the provision of services for the financial audit of the Company before the expiry of 3 consecutive years.

Audit Committee Regulation
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