Internal Audit Department Functioning Regulation

The Regulation for Operation for Internal Audit Department’s is presented in the following summary:

The present Regulation for Operations of the Internal Audit Department (hereinafter referred to as “the Regulation”) of “AS COMPANY, Commercial and Industrial Company of Computers and Toys S.A.“ (hereinafter referred to as “the Company” or “AS COMPANY”) has been prepared in accordance with the provisions of Law 3016/2002, the Decisions 5/204/2000 and 3/348/2005 of the Hellenic Capital Market Commission , other relevant international and local provisions, and the Corporate Governance Code (hereinafter the “Code”) of the Company.

The Regulation was approved by the Audit Committee at its meeting on ……………… and then by the Board of Directors (hereinafter “the Board of Directors”) at its meeting on ………………………. upon suggestion of the former. It entered into force on ……………………

The Regulation describes the responsibilities, duties, obligations and other parameters of the Internal Audit Department.

Enforcers of the Regulation are mainly the Internal Auditors of the Company, as well as the members of the Audit Committee (as the supervisory body of the former).

Article 1. Subject of the Internal Audit Department

Internal Audit is therefore an independent audit function within the Company with the main purpose of effectively controlling the activities of all departments and sub departments in order to ensure the smooth and efficient operation of the Company in the context of its strategy as well as the achievement of its planned qualitative and quantitative objectives.

For this reason, the Company maintains Internal Audit Department which, at the time of writing, consists of a 1 Internal Auditor who, in the course of his / her duties, is independent, is formally refers to the Managing Director but is supervised and evaluated in his work by the Audit Committee .

Article 2. Responsibilities and Obligations of the Internal Audit Department

Within the framework of its overall responsibilities, the Internal Audit Department:
• Monitors the implementation of the Code of Professional Conduct, the Internal Rules of Operation, the Code adopted by the Company and the Articles of Association of the Company.
• Ensures compliance with the legislation
• Informs the Audit Committee, and thus also the BoD on a regular basis or in extraordinary circumstances, if circumstances occur
• Informs the Audit Committee and, as a result, the Board of Directors. of the Company for cases of conflict of private interests.
• He attends the Shareholders’ GM
• It monitors the observance of any commitments made by the Company to the investors.
• Controls the relationships and transactions of the Company with its affiliated parties,
• Controls the remuneration and any kind of benefits to the members of the BoD, based on decisions of the GM.
• MonitorS both the adequacy of risk identification and management processes

In the framework of the Internal Controls and Risk Management of the Company, the Internal Audit Department:
• Monitors, examines and evaluates the adequacy and effectiveness of the Company’s overall policies, procedures and safeguards financial information provided to the BoD regarding both the Internal Controls and the quality assurance.
• Identifies the main risks and uncertainties of the Company, evaluates the methods used by the Company for their identification and monitoring, as well as addressing the main ones through the Internal Controls system. Moreover their disclosure in the published financial statements in a correct manner.
• It examines the existence and content of those procedures, according to which the Company’s personnel may confidentially express their concerns about possible illegalities and irregularities.

Article 3. Internal Audit & Corporate Governance Code

The staff of the Internal Audit Department:
• Is appointed by the BoD, upon the recommendation of the Audit Committee.
• Supervised by the Audit Committee to which it maintains a functional line of reference (for the essential part of its subject), while an administrative reference line (approval of permits, etc.) keeps with the Managing Director.
• Consists of persons with adequate qualifications and experience.
• Is on a full time and exclusive basis.
• Is independent in the performance of its duties

The staff of the Company’s Internal Audit Department may not consist of:
• Employees in any position specified in the Organization Chart of the Company or any subsidiary thereof
• BoD members.
• Members of any Committee, as the case may be, of the Company or of its subsidiary
• Relatives of the above persons up to the second degree by blood or by marriage.

Article 4. Professional Internal Control Standards

The staff of the Internal Audit Department for the performance of his / her duties must follow the applicable legislation, on the one hand, and the International Professional Practice Framework (hereinafter referred to as the “Standards”), the Administration and the Audit Committee, science and modern theory and practice.

Article 6. Internal Audit Stages

1. Design Control
2. Choice of Internal Audit Execution Means
3. On-site inspection
4. Preparation of the Final Report of Internal Audit
5. Evaluation of Internal Audit Results
6. Monitoring the Implementation of Remedies

Article 7. Supervision of Internal Audit

The Audit Committee of the Company is the entity that oversees the operation of the Internal Audit Department.

The Committee consists of at least 3 members, the majority of whom are independent of the Company and its Group in accordance with the requirements of the current legislation.