CORPORATE
GOVERNANCE

We have established an Audit Committee, a Remuneration Committee and a Nomination Committee.

The Audit Committee is comprised of Ioannis Kazantzidis and Jeffrey O. Parry. It is responsible for ensuring that our financial performance is properly reported on and monitored, for reviewing internal control systems and the auditors' reports relating to our accounts and for reviewing and approving all related party transactions. Our board of directors has determined that Ioannis Kazantzidis is our audit committee financial expert. Each audit committee member has experience in reading and understanding financial statements, including statements of financial position, statements of comprehensive income, and statements of cash flows.

The Remuneration Committee is comprised of Jeffrey O. Parry and Ioannis Kazantzidis. It is responsible for determining, subject to approval from our board of directors, the remuneration guidelines to apply to our executive officers, secretary and other members of the executive management as our board of directors designates the Remuneration Committee to consider. It is also responsible for determining the total individual remuneration packages of each director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee will also liaise with the Nomination Committee to ensure that the remuneration of newly appointed executives falls within our overall remuneration policies.

The Nomination Committee is comprised of Jeffrey O. Parry , George Feidakis and Ioannis Kazantzidis. It is responsible for reviewing the structure, size and composition of our board of directors and identifying and nominating candidates to fill board of directors positions as and when they arise.

Please find below the Terms of Reference for each Committee.

Introduction

Globus Maritime Limited (the “Company” or “we”) has a strong commitment in promoting the honest and ethical business conduct by all Employees (as defined below) and in complying with the laws that govern the conduct of its business worldwide. We believe that a commitment to honesty, ethical conduct and integrity is a valuable asset that builds trust with our customers, suppliers, employees, shareholders and the communities in which we operate. To confirm our commitment, we have adopted a business Ethics and Conduct Code (the “Code”). The Code has been designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of avoiding actual or apparent conflicts of interest between personal and professional relationships. The Code establishes rules and standards regarding behavior and performance and constitutes a part of the terms and conditions of employment. Violation of the rules and standards embodied in the Code is not to be tolerated and will subject those responsible to disciplinary action.

The Code applies to the Company and its subsidiaries as well as to all employees, directors, officers, and agents of the Company (“Employees” or “You”). All Employees are required to read and understand the Code and Employees will be required to provide a certification to that effect. We encourage all Employees to ask questions regarding the application of the Code. Employees may direct such questions to their manager (in the absence of an actual or potential conflict of interest), or to an Audit Committee.

Employees individually are ultimately responsible for their compliance with the Code. Every manager will also be responsible for administering the Code as it applies to Employees and operations within each manager’s area of supervision.

The Company’s policy is to distribute the Code to all affiliated companies and urge that they enforce similar policies and procedures to secure compliance with the principles of business integrity and ethics set forth in the Code.
 

Reporting any Illegal or Unethical Behavior-Whistleblower Program

Employees are required to report to the Audit Committee any observed illegal or unethical behavior. Employees are expected to cooperate in internal investigations of misconduct. Retaliation in any form against (a) an individual who in good faith reports a violation of the Code, any other official policy of the Company, or any law, even if the report is mistaken, or (b) any person who assists in the investigation of a reported violation, is itself a serious violation of the Code. Acts of retaliation should be reported immediately to the Legal Department and will be disciplined appropriately.

Employees should also read the Company’s Employee Complaint Procedures relating to Accounting and Auditing Matters, which describes the Company’s procedures for the receipt, retention, and treatment of complaints received by the Company specifically regarding accounting, internal accounting controls, or auditing matters. Any officer of employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

If you have observed any suspected illegal or unethical behavior, you may report including as much detail as possible, such behavior on a confidential basis by sending an email: to the “audit@globusmaritime.gr” 

Employees may also report including as much detail as possible violations in writing and mail them in the prepaid envelopes that the Company is to provide them, to the attention of the Audit Committee Chairman: Audit Chairman / c/o Globus Maritime Limited, 128 Vouliamenis Ave, 3rd Floor, Glyfada Greece 16674, without identifying themselves. However, anonymous or non, employee information will be kept strictly confidential, and there would not be any form of retaliation. The Chairman of the Audit Committee will be the only person with access to the aforementioned email. 

All communications will be taken seriously and, if warranted, any reports of violations will be investigated. All reports will be promptly investigated and treated confidentially to the extent reasonably possible. The Company will not retaliate or allow retaliation for reports made in good faith.

Procedures Regarding Waivers

Because of the importance of the matters involved in the Code, waivers will be granted only in limited circumstances and where circumstances would support a waiver. Waivers of the Code may only be made by the Board of Directors of the Company, and any waiver of the Code for executive officers and directors of the Company shall be disclosed to the shareholders of the Company along with the reason for such waiver as required by law or regulation.

Compliance with Laws, Rules and Regulations

It is the Company’s policy to comply with all applicable laws, rules and regulations of the countries and regulatory authorities that affect the Company’s business. It is the personal responsibility of each Employee to adhere to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting and auditing matters, as well as anti-bribery laws. Questions with respect to your duties under the law should be directed to your manager.

Honest and Fair Dealing

Employees must endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privilege information, misrepresentation of material facts or any other unfair-dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception. Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct. Company business should be awarded solely on the basis of price, quality, service and suitability to the Company’s needs. Any benefits in the nature of kickbacks or rebates on company business are forbidden. Employees should never directly or indirectly accept or solicit money, gifts, loans or other benefits from, or offer such items to, customers, suppliers or others doing or seeking to do business with the Company.

Although Employees should not solicit any gifts, loans or other benefits, they may accept gifts and other common courtesies of nominal value that are consistent with ethical and accepted business practice. Items of more than nominal value should be tactfully discouraged; If such item is received, the officer or employee should advise his immediate supervisor and the item should either be returned or transferred to the Company. In some international transactions and on special occasions in the United States, it may be customary for business leaders to give gifts; if such gift is of more than nominal value and cannot, in the recipient’s judgment, be returned without offence to the giver, then the matter should be referred to Company’s Legal Advisor for review. Employees may entertain or give gifts to Company customers or other business contacts if these practices are authorized by senior management; are reasonable in nature, frequency and cost; do not violate the rules of the recipient’s employer; and do not have the purpose, effect or appearance of causing the recipient to do business with the Company. The purpose of any entertainment should be to develop a closer relationship in order to improve communications regarding Company business.

When allowed by law, non-cash gifts of nominal value may be given to public officials on special, ceremonial or commemorative occasions where this is an established business custom and is authorized specially in each instance by the CEO. All gifts should be presented in a manner that clearly identifies the Company and the occasion for the gift. Employees may entertain public officials only when it is allowed by law, is specifically authorized by the CEO, and has not been solicited by the officials. Such entertainment shall also comply with all other applicable portions of the Code. Company funds are never to be offered or contributed to, or used for the benefit of Greek or foreign political parties or candidates unless permitted by law and specifically authorized by the CEO. No payments of any kind may be made to induce Greek or foreign public officials to take official action or to directly or indirectly obtain or retain business.

The Company will never interfere with its Employees’ rights to express their political views and make political contributions as they see fit. However, Employees should not express their political views while working on Company business. Employees engaging in political activities should avoid giving the impression that they act for the Company.

Conflict of Interest

Employees must (i) avoid any interest that conflicts or appears to conflict with the interests of the Company or that could reasonably be determined to harm the Company’s reputation, and (ii) report any actual or potential conflict of interest (including any material transaction or relationship that reasonably could be expected to give rise to such conflict) immediately to their manager or the Audit Committee and adhere to instructions concerning how to address such conflict of interest. A conflict of interest exists if actions by any Employee are, or could reasonably appear to be, influenced directly or indirectly by personal considerations, duties owed to persons or entities other than the Company or by actual or potential personal benefit or gain. While it is not possible to describe every situation in which a conflict of interest may arise, Employees must never use or attempt to use their position with the Company to obtain improper personal benefits. Employees may not take for themselves personally opportunities that are discovered through the use of corporate property, information or position.

It is almost always a conflict of interest for a Company employee or director to work simultaneously for a competitor, customer or supplier. Furthermore, you are not allowed to work for, serve as a consultant to, or as a board member of, a competitor. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors except on the Company’s behalf.

Corporate Opportunities

Employees owe a duty to the Company to advance the Company’s legitimate business interests when the opportunity to do so arises. Employees are prohibited from taking for themselves (or directing to a third party) a business opportunity that is discovered through the use of corporate property, information or position, unless the Company has already been offered the opportunity and turned it down.

More generally, Employees are prohibited from using corporate property, information or position for personal gain or competing with the Company. Except to the extent disclosed in advance, and approved by the Board of Directors, Employees should have no significant financial interest in or dealings with, competitors or persons who do business with the Company. Such interests and dealings may create divided loyalties or the appearance of them, and may cause speculations or misunderstanding. For this purpose, ownership of up to two percent of any class of publicly traded securities will by itself generally not be deemed as significant financial interest.

Confidentiality and Privacy

It is important that Employees protect the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning, among other things, the Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning the Company’s business, financial results and prospects and potential corporate transactions. Employees are required to keep such information confidential during employment as well as thereafter, and not to use, disclose or communicate that confidential information other than in the course of employment with the Company. The consequences to the Company and the Employee concerned can be severe where there is unauthorized disclosure of any non-public, privileged or proprietary information. The use of such information for personal gain, such as by trading in the Company’s securities, can be particularly harmful to the Company and could be the basis for legal action against the Company and the individual disclosing or using the information.

To ensure the confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public, personal information about the Company’s customers, potential customers or Employees must maintain the highest degree of confidentiality and must not disclose any personal information unless authorization is obtained.

Proper Use of Company Assets

Except as authorized by the Company, the Company’s assets are only to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets (such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information).

Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse of the Company’s assets you should report this to your manager.

Corporate Communications Policy

Only certain designated Employees may discuss the Company with the news media, securities analysts and investors. All inquiries from regulatory authorities or government representatives should be referred to the Chief Financial Officer. Employees exposed to media contact when in the course of employment must not comment on rumors or speculation regarding the Company’s activities, whether true or otherwise.

Securities Trading

Because we are a public company, we are subject to a number of laws concerning the purchase of our shares and other publicly traded securities. Company policy prohibits Employees and their family members from trading securities while in possession of material, non-public information relating to the Company or any other company, including a customer or supplier that has a significant relationship with the Company. Information is “material” when there is a substantial likelihood that a reasonable investor would consider the information important in deciding whether to buy, hold or sell securities. In short, any information that could reasonably affect the price of securities is material. Information is considered to be “public” only when it has been released to the public through appropriate channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any doubt as to whether you possess material nonpublic information, you should contact your manager and the advice of Company’s legal counsel may be sought.

Compliance with Anti-Trust Laws

The federal government, most state governments, the European Community and many foreign governments have enacted anti-trust or similar laws designed to ensure that the market for goods and services operates competitively and efficiently. All Employees must comply with such laws. Employees are encouraged to speak with the Legal Advisor with respect to any existing or potential anti-trust issues.

Discrimination

The Company is committed to a work environment in which all individuals are treated with respect and dignity. Each person has the right to work in a professional atmosphere that promotes equal opportunities and prohibits discriminatory practices, including sexual harassment. Discrimination or harassment, whether based on race, color, religion, gender, national origin, age, disability, sexual orientation or any other factor made unlawful by applicable laws and regulations, regardless of whether it occurs at the office or in outside, Company-sponsored settings, is unacceptable and will not be tolerated.

Occupational Safety and Health

The Company is committed to providing a safe workplace for all employees. In addition, laws and regulations impose responsibility on the Company to prevent safety and health hazards. By reason of law and policy, and to protect their own safety and the safety of other employees, officers and employees are required to follow carefully all Company safety instructions and procedures.

Ban on Loans

It is unlawful for the Company to make personal loans, directly or indirectly, including through any subsidiary, to any officer or director.

Special Ethics Obligations for Employees with Financial Reporting Responsibilities

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable U.S. or other laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and all other public communications made by the Company. Depending on their position with the Company, Employees may be called upon to provide information to assure that the Company’s public reports are complete, fair and understandable. The Company expects all of its personnel to take this responsibility very seriously and to provide prompt and accurate answers to inquires related to the Company’s public disclosure requirements.

The CEO, the Chief Financial Officer and principal accounting officer and those other employees designated by the Chief Financial Officer as being involved in the preparation of the Company’s financial statements (collectively, the “Financial Statement Reporting Employees”) have a special role both to adhere to the forgoing principles themselves and also to promote a culture throughout the Company of the importance of full, fair, accurate, timely and understandable reporting of the Company’s financial results and conditions. Because of this special role, the Financial Statement Reporting Employees are bound by the following financial employee code of ethics (the “Financial Employee Code of Ethics”), and by accepting the Financial Employee Code of Ethics, each such Financial Statement Reporting Employee agrees that he or she will:

• Act with honesty and integrity, and to practice and promote ethical conduct, avoiding actual or apparent conflicts of interest between any such Financial Statement Reporting Employee’s personal and professional relationships.
• Provide the Company’s shareholders with information that is complete, objective, relevant, and otherwise necessary to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission, and in other of its public communications.
• Comply with applicable laws, rules, standards, and regulations of federal, state and local governments, and other appropriate private or public regulatory, listing or standard-setting agencies.
• Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose, and avoid using any such confidential information for personal advantage.
• Not unduly or fraudulently influence, coerce, manipulate, or mislead any authorized audit or interfere with any auditor engaged in the performance of an internal or independent audit of the Company’s financial statements or accounting books and records.

Subject to applicable law, violations of this Financial Employee Code of Ethics and Conduct will be viewed as a severe disciplinary matter that may result in personnel action, including termination of employment. If you suspect that a violation of the Financial Employee Code of Ethics has occurred, without regard to materiality, you must report the suspected violation to the Legal Department as soon as possible.

The Financial Employee Code of Ethics is deemed to be the “code of ethics” required pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, and the disclosure standards set forth in Item 406 of Regulation S-K, the general rules for filing forms under the U.S. Securities Act of 1933 and the Securities Exchange Act of 1934.

Integrity of Corporate Records

All business records, expense accounts, vouchers, bills, payrolls, service records, reports to government agencies and other reports must accurately reflect the facts. Without limiting the foregoing, all reports and documents filed with the U.S. Securities and Exchange Commission, as well as other public communications should be full, fair, accurate and understandable.

Employees shall take such action as is reasonably appropriate to: (i) establish and comply with disclosure controls and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company is made known to them; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations; and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the financial condition and results of operations of the Company.

The books and records of the Company must be prepared with care and honesty and must accurately reflect its transactions. All corporate funds and assets must be recorded in accordance with Company procedures. No undisclosed or unrecorded funds or assets shall be established for any purpose. 

The Company’s accounting personnel must provide the independent public accountants and the Audit Committee with all information they request. Employees must not, and must not direct others to, take any action to fraudulently influence, coerce, manipulate or mislead independent public accountants engaged in the audit or review of the Company’s financial statements for the purpose of rendering those financial statements materially misleading. Employees may not knowingly: (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or any of its subsidiary’s, financial statements or records; (ii) fail to correct materially false and misleading financial statements or records; (iii) sign, or permit another person to sign, a document containing materially false and misleading information; or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal counsel.

Compliance With the Code

Copies of the Code will be distributed to current and future Employees as well as to all Directors and Executive Officers. Each recipient will be asked to sign the verification form immediately following the Code, which will become part of his or her permanent record with the Company, to confirm that he or she understands how the Code applies to him or her and that he or she is obligated to abide by them. Each officer and other employee in a supervisory position is responsible for maintaining his department’s awareness of the importance of complying with the Code.

The Company’s regular internal audit program will include procedures to test compliance with the Code. In addition, the Board or the CEO may from time to time order special audit of compliance. If it is determined that any operating procedures have contributed to departures from the Code, the Company will take appropriate steps to correct such procedures.

Violation of the Code is a serious matter that may result in disciplinary action, including termination of employment. In addition, violation of the Code may in some cases subject an individual to civil and criminal sanctions. The Company will review the Code from time to time and, if necessary, make appropriate additions or changes.

1. Introduction

Globus Maritime Limited and its subsidiaries and its agents and/or consultants require all staff at all times to act honestly and with integrity and to safeguard the Company resources for which they are responsible, in order to maintain a fraud free environment.

Fraud is an ever-present threat to the Company resources and hence must be a concern to all members of staff. Globus Maritime Limited and its subsidiaries view fraud as an extremely serious matter and is committed to the promotion of an Anti-Fraud Culture throughout the organization.

This section explains Company and staff responsibilities in relation to both prevention and detection of fraud.

2. Definitions-What is fraud?

For the purposes of this document, fraud may be defined as and may involve:

1. manipulation, falsification or alteration of records or documents;
2. suppression or omission of the effects of transactions from records or documents;
3. recording of transactions without substance;
4. misappropriation (theft) or willful destruction or loss of assets including cash;
5. and
6. deliberate misapplication of accounting or other regulations or policies.
7. bribery and corruption

3. Roles and Responsibilities

3.1 Management/ the Board is responsible for establishing and maintaining a sound system of internal control that supports the achievement of Company policies, aims and objectives. The system of internal control is designed to respond to and manage the whole range of risks that Globus Maritime Limited and its subsidiaries face. The system of internal control is based on an on-going process designed to identify the principal risks, to evaluate the nature and extent of those risks and to manage them effectively. Managing fraud risk will be seen in the context of the management of this wider range of risks.
Overall responsibility for managing the risk of fraud has been delegated to the Audit Committee/Internal Auditor. Their responsibilities include:

• Developing a fraud risk profile and undertaking a regular review of the fraud risks associated with each of the key organizational objectives in order to keep the profile current;
• Designing an effective control environment to prevent fraud commensurate with the fraud risk profile;
• Establishing appropriate mechanisms for:
  • reporting fraud risk issues;
  • reporting significant incidents of fraud to the Executive Officers;
  • co-coordinating assurances about the effectiveness of anti-fraud processes and controls;
• Liaising with the Executive Officers of Globus Maritime Limited and its subsidiaries;
• Making sure that all staff are aware of the organization’s anti-fraud policy processes and controls and know what their responsibilities are in relation to combating fraud;
• Developing skill and experience competency frameworks.;
• Ensuring that appropriate anti-fraud training and development opportunities are available to appropriate staff in order to meet the defined competency levels;
• Ensuring that vigorous and prompt investigations are carried out if fraud occurs or is suspected;
• Taking appropriate legal and/or disciplinary action against perpetrators of fraud;
• Taking appropriate disciplinary action against supervisors where supervisory failures have contributed to the commission of fraud;
• Taking appropriate disciplinary action against staff who fail to report fraud;
• Taking appropriate action to recover assets;
• Ensuring that appropriate action is taken to minimize the risk of similar frauds occurring in future.

3.2 Executive Officers and Managers are responsible for:

• Ensuring that an adequate system of internal control exists within their areas of responsibility and that controls operate effectively;
• Preventing and detecting fraud;
• Assessing the types of risk involved in the operations for which they are responsible;
• Regularly reviewing and testing the control systems for which they are responsible;
• Ensuring that controls are being complied with and their systems continue to operate effectively;
• Implementing new controls to reduce the risk of similar fraud occurring where frauds have taken place

3.3 Every member of staff is responsible for:

• Acting with propriety in the use of Company resources and the handling and use of Company funds whether they are involved with cash or payments systems, receipts or dealing with suppliers. Staff should not accept gifts, hospitality or benefits of any kind from a third party which might be seen to compromise their integrity;
• Being alert to the possibility that unusual events or transactions could be indicators of fraud;
• Reporting details immediately through the appropriate channel if they suspect that a fraud has been committed or see any suspicious acts or events;
• Co-operating fully with whoever is conducting internal checks, reviews or fraud investigations.

4. Fraud Response Plan

4.1 In the event of an actual or attempted fraud the Audit Committee should be contacted immediately by reporting such event to the Audit Committee Chairman by email: “audit@globusmaritime.gr”. If the members of the Audit Committee are not contactable, the Chief Executive Officer or any other Executive Officer may be informed as well.

4.2 The Company’s Whistle-blowing Program is intended to encourage and enable staff to raise serious concerns within the Company rather than overlooking a problem due to fear of harassment and victimization.

5. Fraud Detection and Reporting

Executive Officers and Managers should be alert to the possibility that unusual events or transactions could be symptoms of fraud or attempted fraud. Fraud may also be highlighted as a result of specific management checks or be brought to management's attention by a third party. Additionally, irregularities occasionally come to light in the course of audit reviews.

Irrespective of the source of suspicion, it is for the Audit Committee to undertake an initial enquiry to ascertain the facts. This enquiry should be carried out as speedily as possible after suspicion has been aroused: prompt action is essential. The purpose of the initial enquiry is to confirm or repudiate the suspicions which have arisen so that, if necessary, further investigation may be instigated.

The factors which gave rise to the suspicion should be determined and examined to clarify whether a genuine mistake has been made or an irregularity has occurred. An irregularity may be defined as any incident or action which is not part of the normal operation of the system or the expected course of events.

Preliminary examination may involve discreet enquiries with staff or the review of documents. It is important for staff to be clear that any irregularity of this type, however apparently innocent, will be analyzed.

If initial examination confirms the suspicion that a fraud has been perpetrated, then to prevent the loss of evidence which may prove essential for subsequent disciplinary action or prosecution, the Audit Committee should:

1. take steps to ensure that all original evidence is secured as soon as possible;
2. be able to account for the security of the evidence at all times after it has been secured, including keeping a record of its movement and signatures of all persons to whom the evidence has been transferred. For this purpose all items of evidence should be individually numbered and descriptively labeled;
3. not alter or amend the evidence in any way;
4. keep a note of when they came into possession of the evidence. This will be useful later if proceedings take place;
5. remember that all memoranda relating to the investigation must be disclosed to the defense in the event of formal proceedings and so it is important to carefully consider what information needs to be recorded. Particular care must be taken with phrases such as “discrepancy” and “irregularity” when what is really meant is fraud or theft.
   Additionally, Globus Maritime Limited and its subsidiaries and agents and/or consultants may suspend any member of staff involved pending the outcome of an investigation. Suspension itself does not imply guilt; it can be however another safeguard to prevent the removal or destruction of evidence.

6. Disciplinary/Legal Action

After proper investigation, Globus Maritime Limited and its subsidiaries will take legal and/or disciplinary action in all cases where it is considered appropriate and there will be consistent handling of cases without regard to position or length of service.
In the case of proven fraud, or suspected fraud which come to light, whether perpetrated by a member of staff or by persons external to the organization, Globus Maritime Limited and its subsidiaries and its agents and/or consultants reserve the right to refer the matter to the police at the earliest possible juncture. Globus Maritime Limited and its subsidiaries and its agents and/or consultants will co-operate fully with police enquiries and these may result in the offender(s) being prosecuted. Steps need to be taken to attempt to recover all losses resulting from the fraud. A civil action against the perpetrator may be appropriate.

The investigations described above will also consider whether there has been any failure of supervision. Where this has occurred appropriate disciplinary action will be taken against those responsible.

7. Learning from experience

In case where a fraud has occurred the Audit Committee in collaboration with the Executive Officers and Managers must make any necessary changes to systems and procedures to ensure that similar frauds will not recur. The investigation may have pointed up where there has been a failure of supervision, a breakdown in or an absence of control. Internal Audit consultants are available to offer advice and assistance on matters relating to internal control.

8. Conclusion

Globus Maritime Limited and its subsidiaries and its agents and/or consultants view fraud very seriously. All instances will be investigated rigorously and promptly, and appropriate action will be taken.

1. GENERAL

As the Company’s shares are now admitted to trading in the United States and on NASDAQ OMX, the Securities Exchange Act of 1934 applies which prohibits the misuse of material, nonpublic information. In order to avoid even the appearance of impropriety, GLOBUS MARITIME LIMITED (the “Company”) has adopted procedures to prevent the misuse of nonpublic information.

Although "insider trading" is not defined in the securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material nonpublic information or communicating material nonpublic information to others in violation of the law.

2. COMPLIANCE OFFICER

This policy (the "Policy") will be administered and supervised by the Company’s Chief Financial Officer (“CFO”). Please pay special attention to the "Blackout" and "Trading Window" policies discussed in this memorandum on page 6.

3. SCOPE

The Policy applies to all Officers, Directors and employees or consultants of the Company and of the Company’s subsidiaries{1} ("insiders"), as well as any transactions in any securities participated in by family members{2} , trusts or corporations directly or indirectly controlled by insiders. In addition, the Policy applies to transactions engaged in by corporations in which the insider is an officer, director, or 10% or greater stockholder, and a partnership of which the insider is a partner, unless the insider has no direct or indirect control over the partnership.

The Company forbids any insider from trading, either for his or her personal account or on behalf of others, while in possession of material nonpublic information, or communicating material nonpublic information to others in violation of the law. This prohibited conduct is often referred to as "insider trading."

The Policy extends to each insider’s activities within and outside his/her duties at the Company or any Subsidiaries. Each insider must read and retain this statement.

The Policy applies to all classes of the Company’s shares, as well as all other securities issued by the Company in the future.

Failure to comply with the Policy may cause an employee to be subject to disciplinary action.

4. WHAT IS INSIDER TRADING?

The term "insider trading" generally is used to refer to trading while in possession of material nonpublic information (whether or not one is an "insider") and/or to communications of material nonpublic information to others. The law in this area is generally understood to prohibit, among other things:

• trading by an insider while in possession of material nonpublic information;
• trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or the information was misappropriated;
• trading while in possession of material nonpublic information concerning a tender offer; and
• wrongfully communicating, or "tipping", material nonpublic information to others.

As a general guide for our directors, officers and employees or consultants, components of what amounts to "insider trading" are described below:

Who is an insider?
The concept of "insider" is broad. It includes officers, directors, trustees, and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of those organizations.

What information is material?
Trading on information that is "material" is prohibited. Information generally is considered "material" if:

• there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision, or
• the information is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that should be considered material includes: dividend changes, earnings estimates not previously disseminated, material changes in previously-released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

What information is nonpublic?
Information is nonpublic until it has been effectively communicated to the market place. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters, The Wall Street Journal, on Bloomberg or in other publications of general circulation ordinarily would be considered public. In addition, in certain circumstances, information disseminated to certain segments of the investment community may be deemed "public", for example, research communicated through institutional information dissemination services such as First Call. (However, the fact that research has been disseminated through such a service does not automatically mean that it is public.) Remember, it takes time for information to become public. The amount of time since the information was first disseminated ordinarily is a factor regarding whether the information is considered "public".

5. PENALTIES FOR INSIDER TRADING

Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all of the penalties listed below, even if he or she does not personally benefit from the violation. Penalties may include:

• Prison sentences;
• Civil injunctions;
• Civil treble (3x) damages;
• Disgorgement of profits;
• Criminal fines of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
• Fines for the employers or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

Clearly, it is in the Company’s and your best interests for the Company to put into place procedures to prevent improper trading by its insiders.

6. PROCEDURES TO PREVENT INSIDER TRADING

The following procedures have been established to aid in the prevention of insider trading. Every insider must follow these procedures or risk sanctions, including: dismissal, substantial personal liability and criminal penalties.

Questions to Ask
Prior to trading in the Company’s shares, and if you think you may have material nonpublic information, ask yourself the following questions:

• Is the information material? - Is this information that an investor would consider important in making an investment decision? Would you take it into account in deciding whether to buy or sell? Is this information that would affect the market price of the securities if generally disclosed?
• Is the information nonpublic - To whom has this information been provided? Has it been effectively communicated to the marketplace? Has enough time gone by?

Action Required
If you are at all uncertain as to whether any information you have is "inside information," you must:

• Immediately report the matter to the CFO;
• Refrain from purchasing or selling the shares; and
• Not communicate the information inside or outside the Company.

After the insider and the CFO have reviewed the issue and consulted with outside counsel to the extent appropriate, the insider will be instructed as to whether he/she may trade and/or communicate that information.

7. BLACKOUT POLICY AND TRADING WINDOW

To assure compliance with the Policy and applicable securities laws, the Company requires that all insiders refrain from conducting transactions involving the purchase or sale of the Company’s shares other than during for periods called “Trading Windows” after having received clearance from the CFO.

A Trading Window commences at the open of the market on the third{3} business day following the date of public disclosure of the quarterly or annual financial results and continues until the last day of the third month of that calendar quarter, inclusive (the "Trading Window"). For example if the Company announces earnings for the first quarter of the year on May 5, the trading window would begin three business days later and end on June 30, which is the last day of the third month in the quarter when the announcement was made.

In addition, from time to time material nonpublic information regarding the Company may be pending. While such information is pending, the Company may impose a special "blackout" period during which the same prohibitions and recommendations shall apply.

Remember: Even during the Trading Window, any person possessing material nonpublic information concerning the Company, should not engage in any transactions in Company shares until such information has been made public and absorbed by the market.

8. PRE-CLEARANCE OF TRADES

All insiders must refrain from trading in Company’s shares, even during the Trading Windows, without first complying with the Company's "pre-clearance" process. Each such person should contact the Company's CFO prior to commencing any trade to request clearance. The CFO will consult as necessary with senior management and/or counsel to the Company before clearing any proposed trade in writing. {see exhibit A}

After you receive permission to trade, you must complete the transaction within five business days, after which you must make a new request for clearance.

9. QUESTIONS OR CONCERNS

Any questions or concerns regarding the Company’s Policies and Procedures to detect and prevent insider trading should be directed to the CFO, or, if such questions or concerns involve the CFO, to the Chief Executive Officer. The CFO’s personal trading activity will be reviewed by the Chief Executive Officer and the Chief Executive Officer’s personal trading activity will be reviewed by the Board of Directors.

Footnotes:

{1} Globus Shipmanagement Corp
{2} Pursuant to the NASDAQ rules, a “family member” of a person means the spouse, parents, children and siblings of such person, whether by blood, marriage or adoption, or anyone residing in such person’s home.
{3} as amended by the Board on September 7, 2017.

Addendum A

INSIDER TRADING POLICIES AND PROCEDURES CERTIFICATION FORM

I have read and reviewed GLOBUS MARITIME LIMITED Policies and Procedures to Detect and Prevent Insider Trading. I understand such policies and procedures and recognize that I am subject to them and understand the penalties for non-compliance. I certify that I am in full compliance with the Policies and Procedures to Detect and Prevent Insider Trading.