Athens Water Supply and Sewerage S A : ISSUE 11 Annual Report of the Audit Committee 2023

AUDIT COMMITTEE ANNUAL

PROCEEDINGS

REPORT

2023

Table of Contents

INTRODUCTION

…………………………………………………………………………………………………………………….p.2

1. AUDIT COMMITTEE COMPOSITION………………………………………………………………………p.2
2. PURPOSE OF THE AUDIT COMMITTEE AND BASIC COMPETENCES……………………p.4
3. OPERATION OF THE AUDIT COMMITTEE………………………………………………………….p.5
4. EXTERNAL CONTROL …………………………………………………………………………………….p.7
5. FINANCIAL INFORMATION……………………………………………………………….p.9
6. SUPERVISION OF INTERNAL CONTROL DEPARTMENT FUNCTION…………………………p.11
7. INTERNAL CONTROL SYSTEM………………………………………………………………………….....p.13
8. SUSTAINABLE DEVELOPMENT POLICY…………………………………………………………………p.14

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INTRODUCTION

Dear Members of the Board of Directors,

Dear Shareholders,

In our capacity as Members of the Audit Committee of the Company under the name "Athens Water Supply and Sewerage Company SA" EYDAP (hereinafter the "Company") for the fiscal year 2023 (01.01.2023- 31.12.2023), and in accordance with what is provided in article 44 of Law 4449/2017, as amended by article 74 of Law 4706/2020 , on the one hand, and the details mentioned in No. 1302/28- 4-2017 and 1508/17.7.2020 Announcements of the Directorate of Listed Companies of the Capital Market Commission on the other hand, we list below our present Report and bring to your attention, within the scope of the Audit Committee's responsibilities, our actions regarding the objects regulated by the Law and the above-mentioned announcements regarding the use 2023.

1. COMPOSITION OF THE AUDIT COMMITTEE

According to the decision of the Extraordinary General Meeting of shareholders of 24 December 2021, the Audit Committee is a committee of the Board of Directors, consisting exclusively of non-executive members of the Board of Directors, at least three (3) in number, and the term of office of its members is the same with their tenure as members of the Board of Directors in accordance with the provisions of article 44, case c) of paragraph 1 of Law 4449/2017, as amended by article 74 of Law 4706/2020.

According to the decision of the General Assembly dated 24.12.2021, the Audit Committee consisted of three (3) non-executive members of the Board of Directors, within the meaning of article 9 of Law 4706/2020, two (2) of which have the status of independent non-executive members of the Board of Directors and one (1) of which is a simple non-executive member and who are not involved in the operation of the Company in any way, in order to submit objective and judgments independent of conflict of interest.

During the meeting of the Audit Committee on 4.1.2022, the Audit Committee was constituted as a body and by unanimous decision of its members, the Chairman of the Committee and the composition of the Committee were appointed as follows:

Aikaterini Beritsi, President (independent member)

Michael Stavroulakis, Member (independent member)

Christos Karaplis, Member (non-executive member)

The Audit Committee existed with the above composition until September 12, 2023

On September 12, 2023, the 41st Ordinary General Assembly by its decision determined the type of Audit Committee, the term of office, the number and qualifications of its Members in accordance with article

44 par. 1(b) of Law 4449/2017, as amended by par. 4 of article 74 of Law 4706/2020, namely:

1. That the Audit Committee be a committee of the Board of Directors, consisting exclusively of non- Executive Members of the Board of Directors, who will be appointed by the Board of Directors. in accordance with article 44 par. 1(c) of Law 4449/2017, as applicable.
2. The Committee Members shall be three (3) in number, two (2) of which shall have the status of Independent Non-Executive Member and one (1) of which shall be a simple non-Executive Member.
3. The term of office of the Members of the Audit Committee coincides with the term of office of the Members of the Board of Directors, which is four years in accordance with article 11 par. 6 of the Statute of E.Y.D.A.P. S.A.

The Board of Directors of the Company at its meeting on September 20, 2023 following the

18.9.2023 recommendation of the Remuneration and Nominations Committee, found the suitability of Mr. Anastasia Martsekis, Marinas Mavrommatis and Christos Karaplis based on the provisions of the

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legislation and the applicable Nomination Policy for the Members of the Board of Directors of E.Y.D.A.P. S.A.

It also found that the non-executive members of the Board of Directors met the conditions of independence. Ms. Anastasia Martseki and Marina Mavrommati.

The Board of Directors then appointed the following non-executive Members as Members of the Audit Committee with a term proportional to their term of office, as Members of the Board of Directors:

• Marcheki Anastasia
• Black-facedMarina
• Christos Karaplis

The Audit Committee of the Board of Directors of the E.YD.AP. S.A. as formed following the decision to appoint it by the Board of Directors of EYDAP SA met on Monday, September 25, 2023 and was formed into a body. In accordance with the legislation and with article 1 of section 2 of the Regulation of the Audit Committee, the Chairman of the Audit Committee is appointed by its members and is independent of the audited entity.

After a vote and unanimous decision among the members, the Audit Committee of the Board of Directors. of EYDAP SA elected President and exists from 25/09/2023 until today, as follows:

Full name	Capacity	Expiration of Term
Anastasia Martseki	Chairman of the Audit Committee of	September 6, 2027
	the Board of Directors of EYDAP SA,
	independent non
	executive board member
Christos Karaplis	Member of the Audit Committee of	September 6, 2027
	the Board
	EYDAP SA, non-executive member of
	the Board
Marina Mavrommati	Member of the Audit Committee of	September 6, 2027
	the Board of Directors of EYDAP SA,
	independent non
	executive board member

The Audit Committee decided unanimously and appointed two (2) members who will be required to attend its meetings, regarding the approval of the financial statements as follows:

1. Ms. Anastasia Martseki, Chairman of the Audit Committee, independent non-executive member of the Board of Directors and
2. Ms. Marina Mavrommati Member of the Audit Committee, independent non-executive member of the Board

Given that they meet all the criteria and conditions of article 44 of Law 4449/2017 and the independence criteria of article 9 par. 1 and 2 of Law 4706/2020:

1. the 2 (two) members are independent from the audited entity within the meaning of both the provisions of article 4 of Law 3016/2002, and in particular of Article 9 par. 1 & 2 of Law 4706/2020

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1. they all have sufficient knowledge of the sector in which the Company operates and in particular of the sector in which the Company has been incorporated by the Athens Stock Exchange, and c) they have sufficient knowledge of Accounting.

Subsequently, the Audit Committee sent on time an Excerpt of the Minutes of the Meeting, with the above decisions, to the Capital Market Commission, in accordance with the instructions of the Capital Market Commission, in its letter dated 1508/17-07-2020, to the Companies Listed on the Athens Stock Exchange.

Evaluation of the Audit Committee

The evaluation of the Audit Committee (with the previous composition) was carried out in the context of the evaluation of the effectiveness of the Board of Directors and its Committees through the company's corporate governance platform "The Board Practice" and was completed in two phases during the years 2022-2023.

The first phase of the evaluation process was completed in July 2022 and the results were presented to the Board in August 2022.

The second phase of the evaluation was completed in April 2023 and the results were presented to the Board in July 2023. The individual effectiveness of the Board members was captured through a self & peer-to-peer questionnaire completed online. This evaluation showed that the Members of the Board of Directors and its Committees largely ensure the smooth conduct of the body's work.

The corresponding evaluation process of the Board of Directors and its Committees for the years 2023- 2024 has been decided by the Remuneration and Nominations Committee to be carried out in partnership with a consulting company and is expected to be completed within the current fiscal year. The Audit Committee with the present composition will be evaluated through this evaluation process. It is noted that with the no. 21750/28.2.2024 Decision of the Company's Board of Directors found, following a relevant proposal of the Remuneration and Nominations Committee, that during the corporate year 2023 the conditions of independence of article 9 of Law 4706/2020 were met both in the persons of the existing independent members of the Audit Committee, i.e. Ms. Martsekis Anastasia and Ms. Mavrommati Marina as well as in the persons of the former independent members of the Audit Committee, i.e. Ms. Aikaterinis Beritsis and Mr. Michael Stavroulakis.

2. PURPOSE OF THE AUDIT COMMITTEE AND BASIC COMPETENCES

The purpose of the Audit Committee is to support the Board of Directors in the fulfillment of the responsibilities of supervising the audit procedures for compliance with the legislative and regulatory framework regarding:

1. financial information,
2. the (external) mandatory regular audit of the Company's individual and consolidated financial statements and
3. the Operation of the Internal Audit Department

In more detail, the responsibilities of the Audit Committee on the above include monitoring:

• the process of compiling the financial information by the company's organizational units, as well as the proper disclosure of this information to the investing public (announcements to the AX, press releases).
• the process of the mandatory audit of the company's financial statements and informing the Board of Directors. on its contribution to the accuracy, correctness and completeness of the financial information. The Audit Committee takes into account the supplementary report submitted by the

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Statutory Auditor, which includes the results of the external audit and everything else that is worth reporting to the Board of Directors.

• the independence of the Statutory Auditors (time period of cooperation, any incompatible non- audit services, level of remuneration). The Statutory Auditor annually submits his declaration of independence and discusses with EU members any threat to his independence and any safeguards.
• of the process of selection of the Sworn Auditors which is based on relevant market research and in a completely justified manner of the final selection of the statutory auditor.
• of the Internal Audit Department in terms of the quality and scope of the audits it carries out, the priorities determined by changes in the financial environment, the systems and the level of risks and the general performance and effectiveness of its operation.
  3. OPERATION OF THE AUDIT COMMITTEE

The operating framework of the Audit Committee is determined by its Operating Regulation, which has been updated with the no. Decision of the 1468th /05-07-2023 meeting of the Board of Directors of E.YD.AP. S.A. and posted on the Company's website.

The Audit Committee evaluates, at least every two years, the appropriateness and effectiveness of its Operating Regulations, in order to determine whether there is a need to update them, in any case, when there are changes in the role and responsibilities of the Committee, the Company or the legislation, the which concern the issues covered by the Regulation.

Update of the Audit Committee Operation Regulation

During the 5th/16-05-2023 meeting of the Committee, the Operating Regulations of the Audit Committee were reviewed based on the periodic assessment of its adequacy, as defined by the legislation and International Standards and it was unanimously deemed necessary to update it. In this context, improvements were incorporated in issues identified during the implementation of the current Regulation and related to:

1. The elimination of responsibilities, regarding the monitoring of reports (whistleblowing), which now belong to the newly established Regulatory Compliance Committee, established in accordance with no. 21268 decision of the 1460th/22-03-2023 Meeting of the Board of Directors of
   EYDAP SA.
2. The revision of paragraph 2.2, where it is clarified that the meetings for the review of the Financial Statements must be attended by (two) 2 independent, non-executive members of the Audit Committee, in accordance with the directive of the Capital Market Commission.
3. The deletion of references to the relations with the EESYP, since the Company was in the process of returning the shares to the State.

Based on the above, the Audit Committee sent a recommendation to the Board of Directors, which subsequently approved the update, with resolution no. 21549 Decision of the 1468th /05-07-2023 meeting of

Audit Committee Meetings

The Audit Committee, for the implementation of its work, meets at regular intervals and on an emergency basis, when required. The frequency and timing of the Audit Committee meetings are proportional to the extent of its responsibilities taking into account, among other things, the activity, size, business environment and business model of the Company.

During the entire 2023 fiscal year the Audit Committee held 10 meetings and 8 within 2024 (so far) on the following dates:

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MEETING WITH EX. COMMISSION COMPOSITION	MEETINGS WITH EXISTING COMPOSITION
UNTIL 12/09/2023	COMMISSION FROM 25/9/2023
1-17/1/2023	8-25/9/2023
2-7/2/2023	9-31/10/2023
3-7/3/2023	10-12/12/2023
4-21/4/2023	1-08/01/2024
5-16/5/2023	2-12/01/2024
6-30/6/2023	3-30/01/2024
7-11/7/2023	4-26/02/2024
	5-01/04/2024
	6-18/04/2024
	7-30/04/2024
	8-04/06/2024

All members of the Committee (former and current) have participated in all the meetings held in 2023 and 2024 so far.

The Secretary of the Committee participates in the meetings of the Audit Committee.

The Secretary of the Committee collects the issues, draws up the agenda table and distributes it to the members in a secure manner together with the information material, at least three (3) days before the meeting of the Audit Committee.

The Audit Committee, for each meeting, keeps Minutes of Meetings, which record the decisions taken, the attendees, the agreed actions and those responsible for implementation, which are signed by the members present, in accordance with article 93 of Law 4548/2018. In cases where decisions have been taken by majority, the opinion of the minority must be recorded in the Minutes.

It is up to the discretion of the Committee to invite, whenever deemed appropriate, other members of the Board of Directors or Committees, executives of the Company or other persons inside and outside the Company, in order to inform it and/or attend a specific meeting or specific items on the agenda.

The General Director of Financial Services is invited to participate in the meetings of the Audit Committee and to provide information on the important, critical and essential issues related to the process of drawing up the financial statements and how to deal with them. The Audit Committee has frequent communication with the Internal Audit Department in the context of performing its duties. In this context, the head of the Internal Audit Department is invited to participate in the meetings of the Audit Committee and to provide information on the progress of the conducted audits and the monitoring of the course of implementation of the corrective actions decided in the context of the audits.

The Audit Committee also has frequent communication and meetings with the statutory auditors to review the financial statements and evaluate the financial information provided.

The Chairman of the Board of Directors is invited to all meetings of the Committee.

Work of the Audit Committee within the year 2023 with reference to the fiscal year 2022

Report of the Audit Committee to the Board of Directors on the 2022 Financial Statements:

The Committee, after reviewing the Financial Statements of the Company and the Group for the year ended 31 December 2022 and the discussions it had with the Financial Services Department and the statutory auditors, assessed and concluded that they are complete and consistent with respect to the

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information that had been brought to our attention, as well as the accounting principles applied by the Company.

Based on the aforementioned, it was found that the Company's financial statements are in accordance with the mandatory, by law, their content and their preparation framework and the Committee assessed that the annual financial report, together with the financial statements and the Company's management report, depict in a true, correct, balanced and comprehensible manner the evolution, performance and position of the Company and provide the required information to the shareholders.

He then drafted and sent a detailed information report to the Board of Directors.

Work schedule of the Audit Committee for the year 2023

The Commission approved its work program for the year 2023 including distinct sections regarding:

• Internal Audit Issues (indicative: approval of the annual Audit Plan, discussion of audit reports, course of implementation of proposed corrective actions based on audit findings, etc.).
• External Auditor Matters - Meetings with the External Auditors to discuss audit matters, performance evaluation and independence matters.
• Matters of the financial statements, in the presence of the Managing Director, the Financial Director and the External Auditors.
• Issues of the Internal Control System and discussion with Management on corrective actions as well as joint meetings with other Board Committees

Reports of the Audit Committee to the Board of Directors

The Audit Committee informs the Board of Directors, at least once per quarter and additionally whenever deemed necessary, about its work.

This update includes indicatively:

• The important, critical and essential issues related to the preparation of the financial statements and how to deal with them,
• The evaluation of the effectiveness of the regular control process
• The recommendation of the appointment of the statutory auditor,
• The outcome of the regular audit and an explanation of how it contributed to the integrity of the financial reporting and the role of the Committee, and
• The reports submitted to the Committee by the Internal Audit Director regarding the work of the Internal Audit Department.
• Other special issues that concerned the Committee (Update of Policies, Regulations, Provision of Consulting Services, etc.)

The Committee has drawn up and submitted activity reports within 2023 regarding its activities, as above, to the Board of Directors, for the year ended: December 31, 2022 (Annual Activity Report), as well as for the quarters ended on December 31 2022, 31 March 2023, 30 June 2023 and 30 September 2023.

4. EXTERNAL CONTROL

During its meetings, the Committee was informed and discussed issues related to the process of commissioning and preparation of the external audit of the 2023 half-yearly and annual financial statements, as well as the presentation of the results.

The main topics discussed and the related activities of the Committee are:

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External (Sworn) Auditors - Appointment of External Auditors

The Committee has primary competence in the selection of the main audit partner (regular auditor). The relevant tasks of the Commission include: the scope of the audit, the initiation of the tender process, the expression of opinion and the recommendation to the Board of Directors for the appointment.

During its 4th / 21-04-2023 meeting, the Committee, evaluating the work of Grant Thornton, the Company's statutory auditor, and taking into account the financial offer they submitted, which was judged to be the most favorable, decided to propose to the Board of Directors the re-appointment of the auditing company Grant Thornton as statutory auditor for the year 2023.

Regular External Audit Planning 2023

The Statutory Auditors presented to the Committee the planning of the Audit, in relation to the schedule of the regular audit of the Company's corporate and consolidated statements for the year 2023, the audit teams and experts, as well as reference to the important issues during the audit planning and in particular to the recognized risks of the financial statements.

Audit of Annual Financial Statements 2023 - Major audit issues

The Committee monitored the audit of the Company's annual financial statements for the corporate year ending on 31.12.2023 by the statutory auditors.

The statutory auditors referred, among other things, to the determination of the essential size in terms of the design and execution of the audit (materiality) and the methodology and parameters for its determination were discussed with the Commission. More specifically, the sworn auditors informed the Commission that for the calculation of the Essential Size, Profits before taxes have been set as a suitable benchmark, given that the Company is listed on the Athens Stock Exchange.

In the discussions with the statutory auditors, particular emphasis was placed on the most significant audit matters as identified by the statutory auditors and how they were addressed in their audit.

Tax Audit

The statutory auditors, in their meeting with the Commission, informed the Commission members of:

• the completion of the tax audit conducted in accordance with article 65A par. 1 of Law 4174/2013 and POL.1124/2015, as amended, on the Company itself and on those of its Greek subsidiaries that have been subject to the tax audit for the year 2023.
• the Tax Compliance Reports they issued in the context of the above tax audit and the evolution of the tax audits by the authorities.

Ensuring the independence, objectivity and maintaining the effectiveness of the External Audit

In its relationship with statutory auditors, the Commission must ensure that they maintain their independence and objectivity and are effective in carrying out regular audits. Both the Board and the statutory auditors have policies and procedures designed to protect the independence and objectivity of the statutory auditor.

The Committee takes into account the statutory auditor's annual declaration of independence and discusses with him threats that may jeopardize his independence, as well as the ways in which these threats are addressed. The Committee considers whether the relationships, taking into account the

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views of the statutory auditor, Management and internal control, as appropriate, appear to be capable of affecting the independence and objectivity of the statutory auditor.

The statutory auditors in 2023 submitted to the Committee a declaration of independence from the Company in accordance with the Code of Ethics for Professional Auditors of the International Standards Board of Auditors (ISA Code) and the ethical requirements related to the audit of financial statements in Greece.

Provision of permitted non-audit services by statutory auditors

The Commission monitors the auditor's compliance with the provisions of Regulation (EU) no. 537/2014, as applicable from time to time, as well as the other relevant regulatory requirements, regarding the amount of the total fees paid by the Company to him in relation to the total revenue of the statutory auditor or the total revenue from audit services , so that the independence and objectivity of the statutory auditor is not called into question due to the size of the services provided to the Company.

The Committee is responsible for approving the provision of non-audit services to Group Companies, which are not prohibited by law. The Committee considers that the statutory auditors possess significant knowledge of the Group's activity and the manner in which the accounting policies are applied. This means that in some cases it is more efficient for statutory auditors to provide non-audit services themselves. Also, in some cases there may be confidentiality reasons that make statutory auditors the preferred choice to provide certain non-audit services.

However, ensuring the objectivity and independence of statutory auditors is a high priority. For this reason the Commission ensures that in any case the provision of such services will not alter their independence or objectivity.

For non-audit services not prohibited by law, the Committee judges and evaluates the following:

• possible threats to independence and objectivity arising from the provision of the service and any safeguards to eliminate or reduce these threats as far as they do not endanger the auditor's independence and objectivity,
• the nature of the non-audit services;
• if the skills and experience of the audit firm make it the most suitable provider of the non-audit service;
• the fees incurred or to be incurred for the non-audit services both individually and in the aggregate, in relation to the fees for the audit services, including special terms and conditions (e.g. and potential fee adjustments); and
• the criteria governing the remuneration of the persons carrying out the audit.

During 2023, the Committee reviewed non-audit services proposed to be undertaken by the statutory auditor to the Company or subsidiaries of the Group and, having assessed the nature of the proposed services and received relevant clarifications, statements and assurances from the statutory auditor, determined that no are a threat to the independence of a statutory auditor in accordance with the provisions of Article 44 of Law 4449/2017 and Article 5 of Regulation (EU) 537/2014.

Both the work performed and the remuneration of the commissioned non-audit services did not jeopardize the independence or objectivity of the statutory auditors.

5. Financial Information

Financial Results for the First Half of 2023

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