COMMITEES

The main role of the Nominations’ & Remunerations’ Committee is to investigate and promote the appropriate nominees, which will formulate the company’s Board of Directors. In addition, the Nominations’ & Remunerations’ Committee is also responsible for submitting proposals for appropriate remuneration policies and systems throughout all company levels.

Its tasks in relation to the nomination of candidates include the:

• Determination of the Company's requirements regarding the size and composition of the Board of Directors.
• Formulation of the roles, responsibilities and competences of each position in the Board of Directors.
• Periodic re-evaluation of the size and composition of the Board of Directors.
• Submission of suggestions for changes / improvements, if necessary.

In addition, the Nominations’ & Remunerations’ Committee:

• Processes and proposes the system for determining the remuneration of the employees, management and the members of the Board of Directors.
• Drafts and submits to the Board of Directors proposals for corporate remuneration policy, assesses their implementation on the basis of the relevant annual report on remuneration and formulates the proposals to be submitted for approval by the Board of Directors to the General Meeting of Shareholders.

The Commission consists of four members.

RULES OF PROCEDURE OF NOMINATIONS COMMITTEE

RULES OF PROCEDURE OF REMUNERATION COMMITTEE

The basic role of the Investment Committee is to submit recommendations to the Board of Directors regarding mergers, strategic partnerships, large scale investments, asset divestments and any other strategic action that may affect the company's capital structure and growth prospects.

The main responsibilities of the Commission include the:

• Preparation of the company's investment policy and long-term investment planning.
• Evaluation and approval of the implementation of the annual investment program as well as any new investment submitted individually.
• Examination of the capital adequacy of the Company for the implementation of each investment proposal.
• The assessment of the business risks associated with the implementation of each investment proposal, the documentation of its feasibility and the confirmation that its implementation is part of the application measures of the company's approved business strategy.

The Investment Committee consists of five members.

The Audit Committee, aiming at the early identification of potential business risks, supports the Board of Directors, with regards to ensure:

• That the Company's instruments and actions comply with the legal, institutional and regulatory framework and the Corporate Governance Principles governing its operation.
• Comprehensiveness and reliability of the company's accounting, information technology and management systems as well as the published financial statements and other reports.
• Uninterrupted and efficient operation of all audit mechanisms.

The Audit Committee has the following key competencies:

• Supervises the process of production of the financial statements and other financial reports.
• Ensures the smooth conduct of the internal audit operations.
• Investigates any transactions of the Company with related parties and reports to the Board in order to ascertain transparently the existence of conflicting interests.
• Receives the Internal Audit Department reports and evaluates their content.
• Proposes to the Board of Directors the head of the Internal Audit Department and assesses his effectiveness.
• Monitors the performance of the work of the legal auditor and assess whether it complies with the relevant legal and regulatory framework, international standards and best practices. It also investigates and assesses the adequacy of the knowledge, professional integrity, independence and effectiveness of the legal auditor.

The Audit Committee consists of at least 3 non – executive members of the Board of Directors, one of whom is independent. It is mandatory that at least one of the three members has sufficient knowledge and experience in accounting and auditing. The members of the Committee are elected by the General Meeting of the Shareholders in accordance with the provisions of article 37 of Law 3693/2008.

AUDIT COMMITTEE CHARTER