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, Ioannis Kazantzidis and Christina Tampourea. 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, Ioannis Kazantzidis and Christina Tampourea. 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. Introduction

The purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others who then trade in the Company’s securities, is prohibited by the U.S. federal securities laws. Insider trading violations are pursued vigorously by the SEC and the U.S. Department of Justice and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip inside information to others who trade, the U.S. federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent insider trading by company personnel.

The Board of Directors (the “Board”) of Globus Maritime Limited (the “Company”) has adopted this policy (this “Trading Policy”) both to satisfy the Company’s obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insider trading laws. This Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not just so-called insiders). All previous insider trading policies of the Company are hereby revoked and replaced with this Trading Policy.

No Company employee, officer or director, whether or not a citizen or resident of the United States (the “Covered Persons”), may, directly or indirectly, purchase or sell any security while in possession of material nonpublic information (known as “inside information”) regarding such security, whether or not such information was obtained in the course of employment. The term “Covered Persons” also includes certain other persons who are, from time to time, designated by the Company as Covered Persons and provided notice as to their status. This prohibition extends to communicating such inside information to others with respect to trading in securities based on such information (known as “tipping”), and covers securities of the Company and of other issuers.

For purposes of this Trading Policy, “material” information means information relating to an issuer of securities, its business operations or its securities, the public dissemination of which would be likely to affect the market price of any of its securities, or which would likely be considered important by a reasonable investor in determining whether to buy, sell or hold such securities. The source of the material information is irrelevant.

“Nonpublic information” means information that has not been widely disseminated to the public (e.g., through the television, radio or print media of wide circulation, the Dow Jones broad tape or through widely circulated disclosure documents filed with the Securities and Exchange Commission (the “SEC”)). Information that is available only to a select group of analysts, brokers or institutional investors and undisclosed facts or rumors, even if widely circulated, constitute “nonpublic” information.

As a condition of employment with, or in connection with appointment to the Board of, the Company, every Covered Person is required to read, understand and agree to be bound by this Trading Policy throughout the term of their employment with, or in connection with appointment to the Board of, the Company. Every employee will also be required to sign the Acknowledgement of Compliance attached hereto as a condition of employment.

This Trading Policy applies to you and all members of your household irrespective of whether you and/or such individuals are citizens or residents of the United States.

Failure to comply with this Trading Policy can have serious consequences for the individuals who fail to comply and for the Company.

Post-Termination Transactions. This Trading Policy continues to apply to your transactions in any securities even after termination of employment. If you are in possession of material nonpublic information when your employment terminates, you may not trade in those securities until that information has become public or is no longer material.

Company Assistance. Any person who has a question about this Trading Policy or its application to any proposed transaction may obtain additional guidance from the Chief Financial Officer of the Company (or if such questions involve the Chief Financial Officer, to the Chief Executive Officer, and if the Chief Executive Officer and Chief Financial Officer are the same person, to the Secretary). Ultimately, however, the responsibility for adhering to this Trading Policy and avoiding unlawful transactions rests with the individual Covered Persons.

You May Not Trade on Material Nonpublic Information

• If you are aware of any material information relating to the Company or any company, whether or not it is a public company, that has not been made available to the public through such media as Dow Jones, The Wall Street Journal, the Associated Press or other similar news services, or through widely circulated disclosure documents filed with the SEC, for at least two business days, you must not trade directly or indirectly in the debt or equity securities (or options, warrants or similar instruments related to such securities) of any such company, and you must not disclose such information to another person who may trade in such securities.
   
• Trading by your spouse, minor child or other family members living in your household while you are in possession of material nonpublic information is likewise prohibited and can give rise to legal and company-imposed sanctions.
   
• Suspicious trading by a friend or family member not living in your household while you are in possession of material nonpublic information can give rise to an inquiry into whether you illegally “tipped” that person and, if so, legal and company sanctions could be imposed.

You May Not Disclose Material Nonpublic Information to Anyone Except Other Company Employees

• Covered Persons should not discuss material nonpublic information with anyone outside the Company. Inquiries from third parties, such as industry analysts or members of the media, about the Company should be directed to the Company’s Chairman, Chief Executive Officer, or Chief Financial Officer.
   
• You must take precautions to safeguard material nonpublic information. Accordingly, you should conduct business and other activities so as not to risk inadvertent disclosure of material information. Material nonpublic information should not be discussed with other Covered Persons not working on such matters or with friends or relatives.
   
• You should assume that information is material if a reasonable investor would consider the information to be important in deciding whether to buy, sell, or hold securities of the relevant company or if disclosure of such information would be likely to result in a change in the price of the traded securities.
   
• You should consider all information, from whatever source, to be nonpublic until it has been made available to investors through such media as Dow Jones, The Wall Street Journal, the Associated Press or other similar news services, or through widely circulated disclosure documents filed with the SEC, for at least two business days.

You May Not Trade in the Securities of the Company (i) Near Earnings Announcements and other Material Nonpublic Events and (ii) Without First Pre-Clearing that Trade in accordance with this Trading Policy
 

• You and your family members may not trade in any securities of the Company (i) during the period commencing at the close of the Nasdaq trading market on the last day of each fiscal quarter of the Company and ending at the open of the Nasdaq trading market on the trading day immediately following the completion of two (2) full trading sessions after the public release of the Company’s financial results for such quarter and (ii) during other material nonpublic events concerning the Company.
   
• In addition, you must pre-clear through the Company any purchase or sale of securities of the Company in accordance with this Trading Policy.

When in Doubt, You Should Consult the Company’s Chief Financial Officer

Whenever any Company personnel are confronted with a situation where they have any questions as to what the result should be under these policies and procedures, they should consult immediately with the Company’s Chief Financial Officer (or if such questions involve the Chief Financial Officer, with the Chief Executive 4 Officer, and if the Chief Financial Officer and Chief Executive Officer are the same person, with the Secretary).

2. Policies and Procedures to Prevent Insider Trading

The following policies and procedures have been established to aid in the prevention of insider trading. Section (a) provides an overview; Section (b) sets forth the Company’s policies prohibiting insider trading; Section (c) explains insider trading; Section (d) consists of additional prohibited transactions; Section (e) consists of certain procedures that have been put in place by the Company to prevent insider trading; and Section (f) consists of an explanation of permitted transactions in the Company’s securities that are not subject to this Trading Policy.

(a) Overview

Preventing insider trading is necessary to comply with the U.S. federal securities laws and to preserve the reputation and integrity of the Company. “Insider trading” occurs when any person purchases or sells a security while in possession of inside information relating to the security. As explained in Section (c) below, “inside information” is information that is considered to be both “material” and “nonpublic.” Insider trading is a crime and the penalties for violating the law include imprisonment, disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $5,000,000 for individuals and $25,000,000 for entities. Insider trading is also prohibited by this Trading Policy and could result in serious sanctions by the Company, including dismissal. Supervisors may also be held liable for the conduct of their subordinates.

This Trading Policy applies to all Covered Persons, whether or not a citizen or resident of the United States, and extends to all activities within and outside an individual’s duties at, or with respect to, the Company. Every Covered Person must review this Trading Policy. Questions regarding the Trading Policy should be directed to the Company’s Chief Financial Officer (or if such questions involve the Chief Financial Officer, to the Chief Executive Officer, and if the Chief Financial Officer and Chief Executive Officer are the same person, to the Secretary).

The personal trading activity of the Chief Financial Officer will be reviewed and precleared by the Chief Executive Officer or if the Chief Financial Officer and Chief Executive Officer are the same person, by the Secretary.

(b) Statement of Policies Prohibiting Insider Trading

General. It is the policy of the Company that no Covered Person who is aware of material nonpublic information relating to the Company or to any other company, whether or not it is a public company, may, directly or through family members or other persons or entities, (a) buy or sell securities of the Company or of any other company, whether or not it is a public company, (other than pursuant to a pre-approved trading plan that complies with SEC Rule 10b5-1, as described below in Section (e)), or engage in any other action to take personal advantage of that information, or (b) pass that information on to others outside the Company, including family and friends. In addition, it is the policy of the Company that no Covered Person who, in the course of working for the Company, learns of material nonpublic information about a company with which 5 the Company does business, including a customer or supplier of the Company, may trade in that company’s securities until the information becomes public or is no longer material.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not excepted from this Trading Policy. The U.S. federal securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

Transactions by Family Members. This Trading Policy also applies to your family members who reside with you, anyone else who lives in your household, and any family members who do not live in your household but whose transactions in a company’s securities are directed by you or are subject to your influence or control (such as parents or children who consult with you before they trade in a company’s securities). You are responsible for the transactions of these other persons (whether or not citizens or residents of the United States) and therefore should make them aware of the need to confer with you before they trade in a company’s securities.

Disclosure of Information to Others. The Company is required under Regulation FD of the U.S. federal securities laws to avoid the selective disclosure of material nonpublic information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. You also may not discuss the Company or its business in an internet “chat room” or similar internet-based forum.

(c) Explanation of Insider Trading

As noted above, “insider trading” refers to the purchase or sale of a security while in possession of “material” “nonpublic” information relating to the security. “Securities” include not only shares, bonds, notes and debentures, but also options, warrants and similar instruments. “Purchase” and “sale” are defined broadly under the U.S. federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwise acquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security.

These definitions extend to a broad range of transactions including conventional cash-forstock transactions, conversions, the grant and exercise of stock options and acquisitions and exercises of warrants or puts, calls, swaps or other options related to a security. It is generally understood that insider trading includes the following:

• trading by insiders while in possession of material nonpublic information;
• trading by persons other than insiders while in possession of material nonpublic information where the information either was given in breach of an insider’s fiduciary duty to keep it confidential or was misappropriated; or
• communicating or tipping material nonpublic information to anyone, including recommending the purchase or sale of a security while in possession of such information.

What Facts are Material? The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantial likelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where the fact is likely to have a significant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’s business or to any type of security, debt or equity.

Examples of material information include (but are not limited to):

• Projections of future earnings or losses, or other earnings guidance;
• Earnings that are inconsistent with the consensus expectations of the investment community;
• Pending or proposed merger, acquisition or tender offer;
• Pending or proposed acquisition or disposition of a significant asset;
• Change in dividend policy, the declaration of a stock split, or an offering of additional securities;
• Change in management;
• Development of a significant new product or process;
• Impending bankruptcy or the existence of severe liquidity problems;
• Gain or loss of a significant customer or supplier.

Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper column that is expected to affect the market price of a security can be material.

What is Nonpublic Information? Information is “nonpublic” if it is not available to the general public. In order for information to be considered public, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press or United Press International, or through widely circulated disclosure documents filed with the SEC. The circulation of rumors, even if accurate and reported in the media, does not constitute effective public dissemination.

When Information is “Public.” If you are aware of material nonpublic information, you may not trade until the information has been disclosed broadly to the marketplace (such as by press release through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press, or United Press International), or through widely circulated disclosure documents filed with the SEC, and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until after the second business day after the information is released. If, for example, a company were to make an announcement on a Monday during the trading day, you should not trade in that company’s securities until Thursday. If an announcement were made on a Friday or after the trading day, Wednesday generally would be the first eligible trading day.

Who is an Insider? “Insiders” include officers, directors and employees of a company and anyone else who has material inside information about a company. An affiliate of a company can also be an insider. Insiders have independent fiduciary duties to their company and its shareholders not to trade on material nonpublic information relating to a company’s securities. All Covered Persons should consider themselves insiders with respect to material nonpublic information about the business activities and securities of the Company. Covered Persons may not trade securities while in possession of material nonpublic information relating to the Company’s securities or tip (or communicate except on a need-to-know basis and subject to an obligation of confidentiality) such information to others. Trading by your spouse, minor child or by other family members living in your household while you are in possession of material nonpublic information is likewise prohibited and can give rise to legal and company-imposed sanctions.

Trading by Persons Other than Insiders. Insiders may be liable for communicating or tipping material nonpublic information to a third party (“tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading, including tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has been misappropriated.

Tippees inherit an insider’s duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Similarly, just as insiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liability for insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through, among other things, conversations at social, business or other gatherings.

Penalties for Engaging in Insider Trading. Penalties for trading on or tipping material nonpublic information can extend significantly beyond any profits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and the U.S. Department of Justice have made the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffs under the U.S. federal securities laws include:

• SEC administrative sanctions;
• Securities industry self-regulatory organization sanctions;
• Civil injunctions;
• Damage awards to private plaintiffs;
• Disgorgement of all profits;
• Civil fines for the violator of up to three times the amount of profit gained or loss avoided;
• Civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of up to the greater of $1,000,000 or three times the amount of profit gained or loss avoided by the violator;
• Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and
• Jail sentences of up to 20 years.
  
  In addition, insider trading violations are not limited to violations of the U.S. federal securities laws: other U.S. federal and state civil or criminal laws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act, also may be violated upon the occurrence of insider trading.
  
  Company-Imposed Sanctions. A Covered Person’s failure to comply with this Trading Policy may subject the Covered Person to company-imposed sanctions, including dismissal, or removal, as the case may be, for cause, whether or not the Covered Person’s failure to comply results in a violation of law. Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage one’s career.
  
  Examples of Insider Trading. Examples of insider trading cases include actions brought against: corporate officers, directors, and employees who traded a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members and other tippees of such officers, directors, and employees who traded the securities after receiving such information; government employees who learned of such information in the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers.
  
  The following are illustrations of insider trading violations. These illustrations are hypotheticals and, consequently, not intended to reflect on the actual activities or business of the Company or any other entity.
   
• Trading by Insider. A director of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to the public announcement of such earnings, the director purchases X Corporation’s stock. The director, an insider, is liable for all profits as well as penalties of up to three times the amount of all profits. The director is also subject to, among other things, criminal prosecution and fines.
   
• Trading by Tippee. A director of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded an agreement for a major 9 acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The director is jointly liable with his friend for all of the friend’s profits and each is liable for all penalties of up to three times the amount of the friend’s profits. In addition, the director and his friend are subject to, among other things, criminal prosecution, as described above.
   
• Misappropriation. An employee of an investment advisor learns of a prospective recommendation of a particular stock by his employer and purchases that stock in advance of the recommendation. The employee has used his position to deceive those who entrusted him with confidential information. This undisclosed misappropriation of such confidential information is viewed as fraud akin to embezzlement. The employee is liable for all profits and penalties, and is subject to criminal prosecution.
  
  Prohibition of Records Falsification and False Statements. U.S. federal law also requires public companies to maintain proper internal books and records and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adopting rules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making any materially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’s intent to discourage officers, directors and other persons with access to a public company’s books and records from taking action that might result in the communication of materially misleading financial information to the investing public.
  
  After-The-Fact Scrutiny. Anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight. A helpful general rule to follow is that if you are in doubt about the legality or propriety of the transaction, do not trade or tip.
  
  (d) Additional Prohibited Transactions
  
  The Company considers it improper and inappropriate for any of its directors, officers or other employee to engage in short-term or speculative transactions in the Company’s securities. Therefore, it is the Company’s policy that directors, officers and other employees may not engage, except as otherwise set forth in this Trading Policy, in any of the following transactions:
  
  Short Sales. Short sales are sales of securities that the seller does not own at the time of the sale or, if owned, that will not be delivered within 20 days of the sale. One usually sells short when one thinks the market is going to decline substantially or the stock will otherwise drop in value. If the stock falls in price as expected, the person selling short can then buy the stock at a lower price for delivery at the earlier sale price (this is called “covering the short”) and pocket the difference in price as profit. The Company believes that it is inappropriate for its insiders to bet against the securities of the Company in this way. Puts, calls and options for common shares of the Company (other than options granted pursuant to employee benefit plans) also afford the opportunity to profit from a market view that is adverse to the Company, and they carry a high risk 10 of inadvertent securities law violations. All such transactions are prohibited, unless approved in accordance with the Pre-clearance Procedures set forth in Section (e).
  
  Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s shares and therefore creates the appearance that the Covered Person is trading based on inside information. Transactions in options also may focus the Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited by this Trading Policy unless approved in accordance with the Pre-clearance Procedures set forth in Section (e). Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”
  
  Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a Covered Person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. These transactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the Covered Person may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company prohibits you from engaging in such transactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction in accordance with the Preclearance Procedures set forth in Section (e). Any request for pre-clearance of a hedging or similar arrangement must be submitted to the Chief Financial Officer (or, in the case of the Chief Financial Officer, to the Chief Executive Officer, or if the Chief Financial Officer and Chief Executive Officer are the same person, to the Secretary) at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for the proposed transaction.
  
  Margin Accounts and Pledges. Securities held in a margin account may be sold by a broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted to trade in the Company’s securities, Covered Persons are prohibited from holding the Company’s securities in a margin account or pledging the Company’s securities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person who wishes to pledge the Company’s securities as collateral for a loan must first pre-clear the transaction in accordance with the Pre-clearance Procedures set forth in Section (e). Any request for pre-clearance to pledge securities must be submitted to the Chief Financial Officer (or, in the case of the Chief Financial Officer, to the Chief Executive Officer, or if the Chief Financial Officer and Chief Executive Officer are the same person, to the Secretary) at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.
  
  (e) Statement of Procedures Preventing Insider Trading
  
  Pre-clearance Procedures
  
  To help prevent inadvertent violations of the U.S. federal securities laws and to avoid even the appearance of trading on inside information, Covered Persons, together with their family members, may not engage in any transaction involving the Company’s securities (including a share plan transaction such as an option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer), even if not during a Quarterly Blackout Period or Event-Specific Blackout Period (described below), without first submitting a Trading Authorization Request (a form of which is attached as Exhibit A to this Trading Policy) to the Chief Financial Officer and obtaining the written approval of the transaction on such Trading Authorization Request by the Chief Financial Officer (and in the case of transactions by the Chief Financial Officer, such Trading Authorization Request shall be submitted to and approved by the Chief Executive Officer, or, if the Chief Financial Officer and Chief Executive Officer are the same person, submitted to and approved by the Secretary) (the “Pre-clearance Procedures”). Except as otherwise provided in this Trading Policy, a request for pre-clearance on the Trading Authorization Request form should be submitted in accordance with the Pre-clearance Procedures at least two business days in advance of the proposed transaction. None of the Chief Financial Officer, Chief Executive Officer, Secretary, or anyone else is under any obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade.
  
  Post-Trading Reporting
  
  All Covered Persons are required to report to the Chief Financial Officer any transaction in the Company’s securities undertaken by them or members of their immediate families and personal household not later than the end of the business day immediately following the date of the transaction. Each report made to the Chief Financial Officer should include the date of the transaction, quantity, price and broker-dealer through which the transaction was effected. This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the Chief Financial Officer so long as the Chief Financial Officer receives that information by the required date.
  
  Blackout Periods.
  
  Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. To assure compliance with this Trading Policy and applicable securities laws, the Company requires that all Covered Persons refrain from conducting transactions (including purchase or sale) involving the Company’s securities during the period commencing at the close of the Nasdaq trading market on the last day of each fiscal quarter of the Company and ending at the open of the Nasdaq trading market on the trading day immediately following the completion of two (2) full trading sessions after the public release of the Company’s financial results for such quarter (the “Quarterly Blackout Period”). The Quarterly Blackout Period is subject to adjustment in the discretion of any of the Chairman, Chief Executive Officer or Chief Financial Officer, provided that any such person making such adjustment notifies the other two persons of the adjustment.
  
  The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 6-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-cleared while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.
  
  Event-specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors or executives. Such events might include the negotiation of the purchase or sale of vessels, renegotiation of material contracts, such as charters or ship management contracts, or debt or equity issuances. As long as the event remains material and nonpublic, the Company may impose a special blackout period during which Covered Persons may not trade in the Company’s securities (an “Event-Specific Blackout Period”). The existence of an Event-Specific Blackout Period will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a Covered Person requests pre-clearance permission to trade in the Company’s securities during an Event-Specific Blackout Period, the Chief Financial Officer, having consulted with the Secretary and Chief Executive Officer, will inform the requester of the existence of an Event-Specific Blackout Period, without disclosing the reason for the blackout. Any person made aware of the existence of an Event-Specific Blackout Period should not disclose the existence of the blackout to any other person.
  
  Remember: Even if there is no Quarterly Blackout Period or Event-Specific Blackout Period in effect, any person possessing material nonpublic information concerning the Company should not engage in any transactions in securities of the Company until such information has been made public and absorbed by the market.
  
  Hardship Exceptions. The Company may, on a case-by-case basis, authorize trading in the Company’s securities during a Quarterly Blackout Period (but in no event during an Event Specific Blackout Period) due to financial hardship or other hardships only after:
  
  i. The individual trading has notified the Chief Financial Officer in writing, at least three business days prior to the proposed trade(s), of the circumstances of the hardship and the amount and nature of the proposed trade(s); and
  
  ii. ​​​The individual has certified to the Company in writing, no more than two business days prior to the proposed trade(s), that he or she is not aware of material nonpublic information about the Company.
  
  A hardship exception may be granted only if the Chief Financial Officer and either the Chairman, Secretary or the Chief Executive Officer conclude, based on information provided by the requesting individual, that such individual is not in possession of material nonpublic information about the Company. None of the Chief Financial Officer, Chairman, Secretary or Chief Executive Officer is under any obligation to grant a hardship exception. In the case of financial hardship or other hardships of the Chief Financial Officer, the hardship exception may be granted only if the Chief Executive Officer (if not the same person as the Chief Financial Officer, and if the same person as the Chief Financial Officer, then the Secretary) and the Chairman or Secretary conclude, based on information provided by the requesting individual, that such individual is not in possession of material nonpublic information about the Company.
  
  Rule 10b5-1 Plan. Blackout periods shall not prohibit transfers of Company securities made pursuant to a written contract, letter of instruction or plan that (a) complies with the requirements of SEC Rule 10b5-1 (a “Rule 10b5-1 Plan”), and (b) has been approved by the Company’s Chief Financial Officer (or in the case of a Rule 10b5-1 Plan adopted by the Chief Financial Officer, by the Chief Executive Officer, and if the Chief Financial Officer and Chief Executive Officer are the same person, by the Secretary) at least two weeks prior to the first trade under the Rule 10b5-1 Plan. In order to receive such approval from the Company’s Chief Financial Officer, Chief Executive Officer or Secretary, as applicable, a Covered Person must certify in writing that (i) such Covered Person was not in possession of material nonpublic information about the Company at the time the Rule 10b5-1 Plan was adopted, (ii) that all trades made under the Rule 10b5-1 Plan will comply with Rule 10b5-1 Plan and applicable securities laws, and (iii) the Rule 10b5-1 Plan complies with the requirements of Rule 10b5-1. No such approval by the Chief Financial Officer, Chief Executive Officer or Secretary shall be considered any such officer’s or the Company’s determination that the Rule 10b5-1 Plan satisfies the requirements of Rule 10b5- 1. It shall be the sole responsibility of the person establishing the Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1.
  
  In order to be afforded the defense of using a trading plan, Covered Persons and other persons have a mandatory cooling-off period between Rule 10b5-1 Plan adoption and execution of a trade, as noted below: 
  
  - Directors and officers (as defined in § 240.16a-1(f) (Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company – The mandatory cooling-off period is the later of (i) 90 days following plan adoption or (ii) two business days following disclosure of the Company’s financial results for the fiscal quarter in which the plan was adopted (maximum of 120 days)
  - Key Employees and All Other Persons – 30 days following plan adoption.
  
  Post-Termination Transactions
  
  If you are aware of material nonpublic information when you terminate service as a Covered Person, you may not trade in the Company’s securities (or any other company’s securities, whether or not that company is a public company) until that information has become public or is no longer material. In all other respects, the procedures set forth in this Trading Policy will cease to apply to your transactions in the Company’s securities upon the expiration of any Quarterly Blackout Period or Event-Specific Blackout Period that is applicable to your transactions at the time of your termination of service.
  
  (f) Permitted Transactions Under Company Plans
  
  Share Option Exercises. This Trading Policy does not apply to the exercise of an employee share option, or to the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Trading Policy does apply, however, to any sale of shares as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Acknowledgement of Compliance
Your Personal Commitment to the Company’s Trading Policy

I acknowledge that I have received and read the Globus Maritime Limited (the “Company”) Policies and Procedures to Detect and Prevent Insider Trading (the “Trading Policy”), and understand my obligations thereunder and hereby undertake, as a condition to my present and continued employment at, appointment to the Board, or other affiliation with the Company, to comply with the principles, policies and laws outlined in the Trading Policy.

I hereby certify, to the best of my knowledge, that I have complied fully with all policies and procedures set forth in the Trading Policy.

I hereby certify, to the best of my knowledge, that I will continue to comply with the Trading Policy for as long as I am subject to the Trading Policy.

To the extent that I obtain knowledge of any violations of the Trading Policy, I will report such violations to the Chief Financial Officer of the Company. I understand that my agreement to comply with the Trading Policy does not constitute a contract of employment.