The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its supervisory work on the financial statements, the internal audit system and the company’s compliance with the Legal and Regulatory Framework and the Internal Operating Regulations. In order to fulfill this purpose, the Audit Committee, based on the decisions of its meetings, makes oral presentations to the Board of Directors of the company, on the issues that fall within the scope of its responsibilities, submitting written reports to it, when this is deemed appropriate for the most complete information of the members of the Board of Directors. The Audit Committee met whenever deemed appropriate by its Chairman for the smooth performance of its responsibilities at the company’s headquarters, with the participation of all its members.

The Audit Committee, in the context of monitoring the effectiveness of the company’s internal audit systems, met with the Company’s Head of Internal Audit, examined and was informed about the Internal Audit reports for the 1st, 2nd, 3rd and 4th quarter of the year 2019 and did not find any issue that needs special attention. The Head of Company’s Internal Audit made a brief report on the methodology of conducting the regular audit, based on the audit procedures contained in the Company’s Manual of Internal Audit Procedures, while reading the content of the internal audit report and identified specific safeguards that ensure the reliability of the procedures for registration, processing and disseminating financial information, minimizing the risk of error or fraud, such as adhering to the approval of expenses invoices before entering them in the Company’s accounting information system by the nominated persons defined in the Internal Rules of Operation as well as the alignment of tax receipts (invoices) with legal receipts (charter agreements) that exist when calculating the revenues from charters of privately-used yachts. The Committee monitored the implementation and compliance of the Internal Rules of Operation of the Company and its articles of association, especially after its amendment by the Ordinary General Meeting of 29.07.2019, without presenting any issue and did not find cases of conflict of interest of the members of the BoD or its executives with the Company.

Chairman of the Audit Committee and member of the BoD, Zoe Vasiliou, informed the members of the BoD for the activities of the Audit Committee for the year 2019 during the meeting of the BoD on 29/01/2020. Among other things, she informed the BoD that the Audit Committee, according to paragraph 3 of article 44 of Law 4449/2017: a) monitored the mandatory audit of the Company’s financial statements and informed the BoD for the results of the audit, b) monitored the process of financial information and c) proposed to the Ordinary General Meeting the certified auditors for the accounting and tax audit of the year 2019. Within the framework of its responsibilities, the Audit Committee met with the Chairman and Vice-Chairman of the Board of Directors, members of the Company’s Management and the certified public accountant and informed them of its findings. In addition, the Audit Committee in the context of monitoring the effectiveness of the Company’s internal audit systems met with the Company’s Head of Internal Audit and examined the Internal Audit reports submitted to it as mentioned above. The Audit Committee considered that the work of the Internal Audit Department, as reflected in the content of the submitted internal audit reports, was fully harmonized with the professional standards concerning the internal audit, the current legal and regulatory framework, as well as the relevant provisions of the Internal Operating Regulations of the Company and evaluated as adequate the mechanisms applied by the Company with the aim of the correct registration, processing and disclosure of financial data.

The Audit Committee also evaluated the mechanisms of production and dissemination of financial information and in this context monitored, examined and evaluated the process of preparation and publication of financial information by the relevant corporate announcements department of the Company, informing the Board of Directors for its findings and considered the financial information given by the Company, sufficient.

In the context of its responsibility for monitoring the statutory audit of the financial statements of the Company, the Audit Committee met with the accountant of the company Mrs. Hariklia Theodorou and the certified auditor and specifically:

During the meeting of the Audit Committee of 16.09.2019, Mrs. Hariklia Theodorou handed over to each member of the Audit Committee a copy of the interim condensed separate and consolidated financial statements of the Company for the first half of 2019 and the notes on them. For a more complete assessment of the quality of these financial statements, Ms. Theodorou placed particular emphasis on the description of the methodology applied for the calculation of significant funds of these statements, such as the valuation of privately-used yachts, the calculation of the balances of the accounts that make up the net working capital, the valuation of liabilities to financial institutions and the recording of extraordinary income and expenses. She also described the nature of the main – value-based – transactions made between each other during the first half of the fiscal year 2019 by the companies that make up the Group. During her presentation, she answered all the questions posed to her by the members of the Audit Committee. The members of the Audit Committee then reviewed and evaluated the prepared financial statements and notes and unanimously concluded that the interim condensed separate and consolidated financial statements of KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A. for the first half of 2019 were consistent with the International Accounting Standards and the International Financial Reporting Standards issued by the International Accounting Standards Board and with their Interpretations, which are issued by the International Financial Reporting Interpretations Committee and have been adopted by the European Union by the date of completion and preparation of the Financial Statements in question. In addition, the contents of the notes have been prepared and are in line with International Accounting Standard 34 ΄΄ Interim Financial Reporting΄΄. The Chairman of the Audit Committee then informed the Company’s Board of Directors about the conclusions of the Committee regarding the interim condensed separate and consolidated financial statements for the first half of the fiscal year 2019 and the notes on them.

During the meeting of the Audit Committee on 24.09.2019, certified auditor Mr. Theodoros Papagiannos handed to each member of the Audit Committee a copy of the Review of Interim Financial Information for the period 1/1/2019-30/6/2019. He mentioned the main results of the mandatory audit that he carried out, willingly answering all the questions asked to him by the members of the Audit Committee. Based on the review he conducted, he stated that he did not realize anything that would lead him to believe that the Interim Condensed Financial Information for the period 1/1/2019 – 30/06/2019 has not been prepared, in all material respects, according to with International Accounting Standard 34 “Intermediate Financial Reports”. In addition, he did not find any essential inconsistency or error to the statements of the BoD members and on the information of the semi-annual Management Report of the Board of Directors in relation to the interim condensed separate and consolidated financial information. Concluding his presentation, he pointed out that the audit was completed within the estimated timetable, having excellent cooperation with the competent executives of the Parent Company and its subsidiaries, throughout the audit.

During the meeting of the Audit Committee of 21.05.2020, the Company’s Head of Accounting department Mrs. Hariklia Theodorou referred to the risks related to the process of preparation of the financial statements. In particular, she informed that specific measures are implemented in order to minimize the possibility of failures, which could lead to disclosure of financial statements in time beyond the legal margins and / or negative effects on the quality of published financial figures. She then referred to and explained these measures. She then stated KIRIACOULIS MEDITTERANEAN CRUISES SHIPPING SA and its subsidiaries have adopted all new International Financial Reporting Standards and new Interpretations as well as amendments to existing International Accounting Standards, International Financial Reporting Standards and Interpretations, the application of which is mandatory for accounting periods starting on 01/01/2019, with particular emphasis on the International Financial Reporting Standard 16 “Leasing”. In view of the above, the members of the Audit Committee unanimously assessed as effective the policy of dealing with the risks related to the process of preparation of the financial statements.

During the meeting of the Audit Committee of 07.06.2020, Mrs. Hariklia Theodorou handed over to each member of the Audit Committee a copy of the Separate and Consolidated Financial Statements of the Company for the year 2019 and the notes on them. During her presentation, she answered all the questions posed to her by the members of the Audit Committee. Then, the members of the Audit Committee proceeded to study and evaluate the prepared financial statements and notes and unanimously concluded that the Separate and Consolidated Financial Statements of KIRIACOULIS MEDITTERANEAN CRUISES SHIPPING SA for the year 2019 were consistent with International Accounting Standards and International Financial Reporting Standards issued by the International Accounting Standards Board and their Interpretations. The Chairman of the Audit Committee then informed the Company’s Board of Directors about the conclusions of the committee regarding the Separate and Consolidated Financial Statements for the year 2019 and the notes on them.

During the meeting of the Committee of 26.06.2020, the certified auditor Mr. Theodoros Papagiannos handed to each member of the Audit Committee a copy of the Supplementary Report to the Audit Committee for the year ended 31 December 2019. He briefly explained the results of the mandatory audit, which are described in detail in this report, while willingly he answered all the questions asked by the members of the Audit Committee.

The Audit Committee studied the above Supplementary Report to the Audit Committee and came to the following conclusions:

• The responsibilities of the Certified Public Accountant and the auditing company ” Associated Certified Public Accountants SA” are clearly delimited.
• The audit was completed within the estimated timetable.
• The Certified Public Accountant and the auditing company ” Associated Certified Public Accountants SA” are independent of the Parent Company and its subsidiaries.
• The applied audit methodology is appropriate in terms of the size and scope of activity of the consolidated companies.
• The cooperation of the Certified Public Accountant (and its support teams) with the competent executives of the Parent Company and its subsidiaries was flawless throughout the audit.
• During the audit, the Certified Public Accountant did not identify any case of conflict of interest.

During the meeting of the Committee of 30.06.2020, the member of the committee Iliana Tsioli stated that for the conduct of the accounting and tax audit of the fiscal year 2020 the company “Associated Certified Public Accountants SA” (with registration number of the Body of Certified Public Accountants 125) has expressed interest.

The aforementioned auditing company nominated Mr. Meletios Siastathis of Demetriou (AM SOEL 12181) and Mr. Theodoros Papagiannos of Ioannis (AM SOEL 26461) as Regular and Deputy Auditor respectively, whose CVs were taken into account and studied by the Audit Committee.

The Audit Committee unanimously decided to propose to the Board of Directors as a proposal to the Ordinary General Meeting of shareholders the election of the company “Associated Certified Public Accountants SA”, Mr. Meletios Siastathis of Dimitriou and Mr. Theodoros Papagiannou of Ioannis as Regular and Deputy Auditor respectively.