Ch. Charilaou Group Plc

Audit Report / Information • Jul 16, 2015

STAVROULI & NICOLAOU LTD CHARTERED ACCOUNTANTS BUSINESS DEVELOPMENT ADVISERS

Independent auditor's report

To the Members of Ch. Charilaou Group Plc

Report on the consolidated and separate financial statements

We have audited the consolidated financial statements of Ch. Charilaou Group Plc (the "Company") and its subsidiaries (together with the Company, "the Group") and the separate financial statements of the Company on pages 8 until 43, which comprise the consolidated statement of financial position of the Group and the Company as at 31 December 2014, and the consolidated income statement, statement of changes in equity and cash flow statement of the Group and the Company for the year then ended and a summary of significant accounting policies and other explanatory information.

Responsibility of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation of consolidated and separate financial statements that give a true and fair view in accordance with the International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113 and the Cyprus Securities and Stock Exchange Laws and Regulations, and the internal controls deemed necessary by the Board of Directors to allow the preparation of consolidated and separate financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's responsibility

Our responsibility is to express an opinion on these consolidated and separate financial statements based on our audit. We conducted our audit in accordance with the International Standards on Auditing. These Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated and separate financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated and separate financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation of consolidated and separate financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated and separate financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Independent auditor's report (continued)

To the Members of Ch. Charilaou Group Plc

Opinion

In our opinion, the consolidated and separate financial statements give a true and fair view of the financial position of the Group and the Company as at 31 December 2014, and of their financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards as adopted by the European Union and the requirements of the Cyprus Companies Law, Cap. 113.

Report on other legal requirements

Pursuant to the additional requirements of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 to 2013, we report the following:

• We have obtained all the information and explanations we considered necessary for the purposes of our audit.
• In our opinion, proper books of account have been kept by the Company, so far as it appears from our examination of those books.
• The consolidated and separate financial statements are in agreement with the books of account.
• In our opinion and to the best of our information and according to the explanations given to us, the consolidated and separate financial statements give the information required by the Cyprus Companies Law, Cap. 113, in the manner so required.
• In our opinion, the information given in the report of the Board of Directors is consistent with the consolidated and separate financial statements.

Pursuant to the requirements of Directive DI190-2007-04 of the Cyprus Securities and Exchange Commission, we report that a corporate governance statement has been made for the information relating to paragraphs (a), (b), (c), (f) and (g) of article 5 of the said Directive, and it forms a special part of the Report of the Board of Directors.

Other matter

This report, including the opinion, has been prepared for and only for the Company's members as a body in accordance with Article 34 of the Auditors and Statutory Audits of Annual and Consolidated Accounts Laws of 2009 to 2013 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whose knowledge this report may come to.

Signed STAVROULI & NICOLAOU LTD Vasos Nicolaou Chartered Accountant and Registered Auditor For an on behalf of Stavrouli & Nicolaou Ltd Stavrouli & Nicolaou Ltd CHARTERED ACCOUNTANTS – AUDITORS

Paralimni, 30 April 2015