MARFIN I.G : Report of Financial Advisor KPMG

KPMG Advisors Single Member S.A.
3 Stratigou Tombra Street
Aghia Paraskevi
153 42 Athens, Greece
Telephone	[phone]
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Private and confidential	Our ref kte/atd/EAP (1114742)

To the kind attention of the Board of Directors Marfin Investment Group Holdings S.A.

10, Elefteriou Venizelou Ave. (Panepistimiou) 106 71 Athens

Greece

11 January 2023

Dear Members,

Fairness Opinion Letter with respect to the exchange of bonds of

Attica Holdings S.A.

1. Introduction
   KPMG Advisors Single Member S.A. (hereinafter "KPMG") was appointed by Marfin Investment Group Holdings S.A. (hereinafter the "Client" or "MIG") to serve as its financial advisor in connection to the valuation (hereinafter the "Valuation") of Attica Holdings S.A. (hereinafter the "Company" or "Attica Holdings") as of 30 September 2022 (hereinafter the "Valuation Date") and the provision of a fairness opinion (hereinafter the "Opinion") within the context of the disposal of the Company's 79.38% shareholding stake held by the Client to STRIX Holdings L.P. (hereinafter the "STRIX" or the "Purchaser").
   This letter presents our Opinion for the fair value of the Company's 79.38% equity value, as of the Valuation Date, based on the approach and limitations set out below.
   In considering our Opinion, please note the conditions and restrictions set out in the engagement letter dated 21 December 2022 (the "Engagement Letter").
   In accordance with the Engagement Letter, our Opinion has been prepared solely for the Client and should not be disclosed or referred to, in whole or in part, or used for any other purpose or to any other person than as set out in the Engagement Letter, without our prior explicit written consent.
2. Transaction overview
   The Client is the main shareholder of Attica Holdings and owns, directly and indirectly, 79.38% of the Company's share capital. On 13 December 2022 the Client received an offer from STRIX, bondholder - owner of the entirety of the bonds: i) of the common bond loan issued by MIG on
   14 May 2021, with an outstanding nominal balance of EUR 282.9 mil. and ii) the convertible bond loan issued by MIG on 31 July 2017, with an outstanding nominal balance of EUR 160.8 mil. as at the Valuation Date, for the exchange of the entirety of the bonds owned by STRIX and issued by MIG, for the Client's total direct and indirect shareholding in Attica Holdings, i.e. 79.38% (hereinafter the "Transaction").

KPMG Advisors Single Member S.A., a Greek Societe Anonyme and a
member firm of the KPMG global organization of independent member	Accountants
firms affiliated with KPMG International Limited, a private English	GCR 000541301000
company limited by guarantee.All rights reserved.
Document classification: KPMG Confidential

The notification, copy, forwarding, translation, publication or distribution of the present document partially or in total, in any way, written, oral or electronic, to any third party, without the prior express written consent of KPMG Advisors Single Member S.A., is strictly forbidden. The projection, presentation or reference to the present document, with or without any reference to KPMG Advisors Single Member S.A. logo, is strictly forbidden.

Marfin Investment Group Holdings S.A.

Fairness Opinion Letter with respect to the exchange of bonds of Attica Holdings S.A. 11 January 2023

3 Valuation approach

This Valuation has been prepared on the basis of 'Market Value' of the Company as at the Valuation date (i.e., 30 September 2022).

For the purposes of our work, the "Market Value" of the Company has been estimated based on internationally accepted valuation methodologies. According to International Valuation Standards Council (IVS 104: Bases of Value, publication date: 31 January 2022), the Market Value of a company is defined as "the estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion".

It should be noted that the Valuation has been conducted, on a consolidated basis, based on the Company's information / documentation and its respective Business Plan for the forecast period FY2022E - FY2026E, incorporating the Management's view on the projected financial performance.

3.1 Valuation methodologies assessment and weight applied

The following table summarizes the valuation methodologies which were assessed and applied in the valuation exercise for the estimation of the fair value and the respective weight applied in the derived valuation results according to our professional judgement.

				Description			Weight			Rationale
				Discounted Free Cash					The DFCF methodology was selected as the
				Flow					primary valuation approach and a weight of 50%
				Discounted Free Cash					was applied to conclude on the value of the
								Company since the respective methodology best
	Income			Flows is a form of income					captures: i) the Company's financial prospects and
			approach, where the	50.0%			associated risks for the projected period and
	Approach			Enterprise Value is equal			perpetuity, ii) the underlying fundamental drivers of
				to the sum of projected					the business such as revenues, growth rates,
				free cash flows and the					profitability margins, capex requirements, net
				terminal value, discounted					working capital, cost of capital etc. and iii) current
				at the appropriate weighted					volatile macroeconomic environment (i.e. energy
				average cost of capital.					crisis, inflation).
				Stock Capitalization					The Stock Market Capitalization methodology was
				This methodology					assessed and applied taking into account the
	Stock Market							Company's share price as at September 30, 2022
			determines the equity					and the total number of outstanding stocks. A
	Capitalization			value of a company, taking	20.0%			lower weight of 20% was applied in the derived
			into account the					results considering the low trading volume over
	Approach			capitalization of the
								period 1st October 2021 to September 30, 2022
				company under valuation					and consequently the reduced marketability of the
				during a certain period.					shares.

The notification, copy, forwarding, translation, publication or distribution of the present document partially or in total, in any way, written, oral or electronic, to any third party, without the prior express written consent of KPMG Advisors Single Member S.A., is strictly forbidden. The projection, presentation or reference to the present document, with or without any reference to KPMG Advisors Single Member S.A. logo, is strictly forbidden.

Document classification: KPMG Confidential

2

Marfin Investment Group Holdings S.A.

Fairness Opinion Letter with respect to the exchange of bonds of Attica Holdings S.A. 11 January 2023

				Description			Weight			Rationale
										The CoCos methodology was assessed and
										applied, utilizing relevant multiples from a sample
										of companies engaged in the "Passengers & Ferry
										Transportation" sector, listed on various stock
				Comparable Companies					exchanges globally in order to reflect and
				Multiples					incorporate in the valuation the market
				Under this method, the					characteristics of a peer group operating in the
								same sector. However, a weight of 15% was
				Enterprise Value is based	15.0%			applied in the derived results taking into account
				on analyzing relevant			that: i) establishing an appropriate comparable
				pricing multiples of					peer set may be challenging and the subject
				selected listed companies					company may differ from the comparable
				comparable to the					companies in terms of both business activities and
				Company.					financial performance and ii) this method cannot
										capture the future prospects / risks and regulatory
	Market									developments of the underlying sector as well as
							future prospects as forward-looking valuation
	Approach									multiples were not available.
										The CoTrans methodology was assessed and
										applied, utilizing a sample of comparable
										precedent transactions, primarily in the European
				Comparable					market, with the target being companies engaged
				Transactions Multiples					in the "Passengers & Ferry Transportation" sector.
				Under this method, the					However, a weight of 15% was applied,
								considering that i) due to significant current market
				Enterprise Value is based	15.0%			convulsions, it may no longer be appropriate to
				on analyzing relevant					consider the relevance of recent transaction prices
				pricing multiples of					(especially those, from before the impact of the
				selected comparable					Covid-19 pandemic and the Russian-Ukrainian
				transactions.				War), ii) the method ignores future macroeconomic
									trends and the associated industry's future
									performance and risks and iii) the degree of
									comparability of selected transactions.

DFCF Methodology

The DFCF methodology was applied as our primary valuation methodology, performed under the going-concern principle. We have constructed a financial model, in order to determine the estimated future unlevered free cash flows based on assumptions, estimates and projections provided by the Company in relation to the forecast period 4QFY2022E - FY2026E.

The estimated unlevered free cash flows were then discounted to their present value by using an appropriate discount rate of WACC 10.34% taking into consideration: i) the current macroeconomic characteristics of the Greek market, ii) the prevailing market conditions and

iii) the Company's prospects and associated risks.

It should be pointed out that KPMG conducted sensitivity analysis (± 0.25% from the baseline scenario) relative to specific critical valuation parameters of the financial model, such as the discount rate and perpetuity growth rate.

Document classification: KPMG Confidential

3

The notification, copy, forwarding, translation, publication or distribution of the present document partially or in total, in any way, written, oral or electronic, to any third party, without the prior express written consent of KPMG Advisors Single Member S.A., is strictly forbidden. The projection, presentation or reference to the present document, with or without any reference to KPMG Advisors Single Member S.A. logo, is strictly forbidden.

Marfin Investment Group Holdings S.A.

Fairness Opinion Letter with respect to the exchange of bonds of Attica Holdings S.A. 11 January 2023

Stock Market Capitalization Approach

The Stock Market Capitalization methodology is applied for listed companies and determines the value of a company based on their average daily capitalizations during a specific period.

This methodology is based on the assumption that under conditions of sufficient market information (efficient market hypothesis), the stock exchange price of listed shares largely reflects the fair market value of a company.

As Attica Holdings is publicly traded on the ATHEX stock exchange, we also assessed and applied the Stock Market Capitalization Methodology. In particular, we calculated its market capitalization taking into consideration the Company's volume weighted average stock price over the period 1 October 2021 - 30 September 2022.

Volume-weighted average price (hereinafter "VWAP") is the ratio of the value traded to total volume traded over a particular time horizon and is considered a measure of the average price at

which a stock is traded over the trading horizon= Σ.

VWAP Σ

For our valuation purposes, we have taken into consideration the relevant VWAP for three, six, nine and twelve months as of the Valuation Date (i.e. September 30, 2022).

Moreover, it should be noted that the estimated market capitalization represents the value of a firm for a minority shareholder. Thus, a control premium of 28.7% (1yr median of completed transactions i) in a variety of sectors and ii) on public companies of different sizes and synergies between shareholders, as sourced from FactSet Mergerstat/BVR Control Premium Study) was applied as the additional consideration that an investor would pay over a marketable minority equity value (i.e., current, publicly traded stock prices) in order to own a controlling interest in the common stock of a company.

Comparable Companies

The methodology of Comparable Companies was also assessed and applied. In particular, in order to implement the Comparable Companies valuation method, we sourced and applied multiples that were derived from S&P Capital IQ database, on a selected sample of companies engaged in the "Passengers & Ferry Transportation" sector, listed on various stock exchanges globally. The criteria used to source companies multiples mainly refer to their business activities description and the source of their revenues.

Taking into consideration the Company's financial characteristics, the multiple that is considered as the most appropriate for our Valuation is the Enterprise Value / Earnings before Interest, Tax, Depreciation and Amortization ("EV / EBITDA"). The specific multiple is considered as the most popular of the EV based multiples, as it is capital structure-neutral and takes into consideration the operating profitability. Moreover, EV/EBITDA is considered a proxy for cash flow available to the firm, which is unaffected by potential different depreciation policies.

For our valuation purposes we assessed the historical valuation multiple of LTM EV/EBITDA and applied it on the Company's LTM EBITDA figure (i.e. trailing data for the period 1 October 2021 to 30 September 2022).

Moreover, it should be noted that the estimated valuation multiples are based on listed single- share valuations, hence, represent the value of a firm for a minority shareholder. Thus, a control premium of 28.7% was applied as the additional consideration that an investor would pay over a marketable minority equity value (i.e., current, publicly traded stock prices) in order to own a controlling interest in the common stock of a company.

Document classification: KPMG Confidential

4

The notification, copy, forwarding, translation, publication or distribution of the present document partially or in total, in any way, written, oral or electronic, to any third party, without the prior express written consent of KPMG Advisors Single Member S.A., is strictly forbidden. The projection, presentation or reference to the present document, with or without any reference to KPMG Advisors Single Member S.A. logo, is strictly forbidden.

Marfin Investment Group Holdings S.A.

Fairness Opinion Letter with respect to the exchange of bonds of Attica Holdings S.A. 11 January 2023

Assuming a variation of the derived valuation results, a sensitivity analysis assuming ± 10% from the baseline scenario valuation results was performed.

Comparable Transactions

The Comparable Transactions Methodology was also assessed and applied utilizing a sample of comparable transactions primarily in the European market, with the target being companies engaged in the "Passengers & Ferry Transportation" sector.

It should be pointed out that, in alignment with the CoCos Methodology, the multiple that is considered as the most appropriate is Enterprise Value/ EBITDA ("EV / EBITDA").

The respective multiples were sourced from "S&P Capital IQ" as well as "Mergermarket" databases. In order to capture the differences in multiples from the occurrence of transactions in different cycles of each country's economy, we have included in our sample comparable transactions that span from 2018 up to 2022.

It should be noted that all minority transactions have been adjusted to a majority level by applying a control premium of 28.7%.

Assuming a variation of the derived valuation results, a sensitivity analysis assuming ± 10% from the baseline scenario valuation results was performed.

4 Information

In the course of our Engagement, we have reviewed and relied upon the following documents / information obtained by the Client and/or the Company which are relevant to the contemplated transaction:

• Audited annual reports for the financial years FY2020, FY2021 and 1HFY2022;
• Unaudited financial statements as of 30 September 2022;
• MIG's announcement for the contemplated transaction as provided via email on 16 December 2022;
• Information included in the Company's business plan, for the forecast period FY2022E - FY2026E (hereinafter the "Business Plan"), as provided via email on 20 December 2022;
• Corporate presentation, as provided via email on 20 December 2022;
• Additional clarifications and documents provided by the Company's Management;
• General macroeconomic figures and financial indicators from websites and databases that are widely used for corporate valuation purposes, such as the following:
• • Economist Intelligence Unit
  • Mergermarket database
  • Standard & Poor's Capital IQ database

For reaching our conclusions, we have held discussions with the Client representatives in order to obtain a better understanding of the business and operations of the Company as well as to obtain information on the assumptions applied in the provided Business Plan.

5 Assumptions

• The Valuation is based on the fundamental assumption that the financial projections that were provided to us, are reasonable and that there is a high probability of realization of these projected financial results. As already mentioned above, no-in-depth market or operational research was carried out, so we have not effectively audited these projections during the

Document classification: KPMG Confidential

5

The notification, copy, forwarding, translation, publication or distribution of the present document partially or in total, in any way, written, oral or electronic, to any third party, without the prior express written consent of KPMG Advisors Single Member S.A., is strictly forbidden. The projection, presentation or reference to the present document, with or without any reference to KPMG Advisors Single Member S.A. logo, is strictly forbidden.