PROPOSAL FOR TENDER – EXTERNAL AUDIT
October 13, 2025

Invitation to Tender: External Audit Services for d’Amico International Shipping S.A. (“DIS” or “the Company”) and its subsidiaries (“DIS Group” or “Group”)

d’Amico International Shipping S.A. is reviewing its external audit arrangements for the financial years ending 31 December 2026 to 31 December 2028 (“Tender period”). We are pleased to invite your firm to submit a proposal for the provision of external audit services, as outlined below.

About d’Amico International Shipping S.A.
d’Amico International Shipping S.A. is a public limited liability company (Société Anonyme), incorporated in Luxembourg on 9 February 2007.

The Company has been listed on the STAR segment of the Italian Stock Exchange (Euronext Milan) since May 2007 and is subject to the supervision of Commission de Surveillance du Secteur Financier (CSSF) in Luxembourg. 

As at 30 June 2025, d’Amico International S.A. held 60.66% of the share capital (voting shares) of d’Amico International Shipping S.A. The remainder of DIS’ share capital was composed of 4.14% treasury shares and a free float of 35.20%.

The Group structure is presented in Appendix I.

Principal business activities of the Group:

(a)    Vessel ownership
As at 30 June 2025, DIS, through its wholly owned subsidiary d’Amico Tankers d.a.c. (Ireland) (“DTL”), controlled a fleet of 32 double hulled product tankers. At that date the fleet had an average age of approximately 9.6 years, compared to the product tanker industry average of 14.0 years for MRs (25,000 – 54,999 dwt) and 15.7 for LR1s (55,000 – 84,999 dwt).
 

Fleet profile as at 30 June 2025

* with purchase obligation

In 2024, the Group contracted for the construction of 4 newbuilding vessels, scheduled for delivery in 2027. These vessels will be constructed to the highest standards required by the Group’s oil-major customers and are designed to be cost-efficient.

The fleet fully complies with IMO (International Maritime Organization) regulations, including MARPOL (International Convention for the Prevention of Pollution from Ships), CII (Carbon Intensity Indicator), and SEEMP Part III requirements, as well as the IMO 2020 low-sulphur fuel legislation, thereby meeting the stringent requirements of oil-majors, energy-related companies, and other relevant international standards.

The Fleet list is reported in Appendix VIII.

(b)    Vessel employment
DIS vessels are primarily employed in the transportation of refined oil products, the group provides worldwide shipping services to First Class Charterers (“FCCs”) principally Oil Majors and Trading Houses.

As at 30 June 2025, 81.3% of DIS’ controlled fleet was IMO Classed*, allowing the Group to transport a large range of products. At that date, DIS’ fleet employment was as follows:

• 2 LR1 (‘Long Range 1’), 9 MR (‘Medium Range’), and 6 Handysize vessels are on term contracts at fixed rates (either bareboat or time charter)
• 4 LR1 and 11 MR vessels were operating on the ‘spot market’ 

*Under IMO/MARPOL regulations, certain cargoes such as palm oil, vegetable oil, and specific chemicals can only be transported by vessels that meet specific requirements (IMO Classed).
 

(c)    Commercial management and operational management
Commercial and operational management services are provided by the following DIS Group companies:

• d’Amico Tankers Monaco S.A.M. (Principality of Monaco) 
• d’Amico Tankers UK Ltd (United Kingdom)

Additional commercial services are provided by related parties within the d’Amico Società di Navigazione Group, including:

• d’Amico Shipping Singapore Pte. Ltd. (Singapore)
• d’Amico Shipping USA Ltd. (USA)
   

(d)    Pool management
The DIS Group also manages part of its fleet through a commercial pool: High Pool Tankers Limited (Ireland) (“HPT”). HPT is wholly owned by d’Amico Tankers d.a.c. and was established to manage vessels operating on the spot market for d’Amico Tankers d.a.c. as well as for third parties. At present, the pool manages only vessels owned or controlled by d’Amico Tankers d.a.c.
 

(e)    Ship management, bunker procurement services and other services
Pursuant to intra-group management agreements, other services are provided by related parties, as follows:

• Ship management (technical and crewing) - d’Amico Ship Management S.r.l. (Italy) 
• Bunker procurement - Rudder S.A.M. (Principality of Monaco)
• Other services include management fees from related parties for the use of the group brand and trademark, Group IT resources and other legal and internal audit services.

These related-party transactions are disclosed in Note 24 of DIS’ 2024 Consolidated Financial Statements. Further information, including audited financial statements, is available on the Group’s website: https://investorrelations.damicointernationalshipping.com/en/financial-publications.
 

Scope of Services Required
The external audit services will include, but not be limited to, the following:

• Annual external audit of the DIS Group and the Company on year-end financial statements, in accordance with International Standards on Auditing (refer to Appendix III: DIS Group’s 2024 annual report, and Appendix VII: DIS Group’s 2025 first-half financial statements). The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
• Review, and where applicable provide assurance on, the non-financial information disclosed in the Annual Report in accordance with EU regulations, including limited assurance on the Company’s voluntary early adoption of the Corporate Sustainability Reporting Directive (CSRD), pending final confirmation of scope and amendments by the European Commission.
• Half-year review opinion on the DIS Group’s condensed interim financial statements in accordance with International Standards on Review Engagements (ISRE) 2410.
• Audit opinions on the individual annual financial statements of the DIS Group companies in scope, as detailed in Appendix II, provided primarily through the Principal Auditors own international network, ensuring a consistent methodology, quality of work across jurisdictions and co-ordination of the engagement.
• Regular reporting on audit progress to management.
• Formal reporting to the DIS Control and Risk Committee, including attendance at the key Committee meetings (normally early March & late July), as required and ensuring appropriate communication with internal control bodies and functions.
• Annual tagging of reports and confirmation of compliance with European Single Electronic Format (ESEF) regulations.
• Conformity review of the Italian translation of the half-year (DIS Group) and year-end (DIS Group and Company) financial statements.
• Italian translation of the audit opinion.
• Where auditors of the subsidiaries are expected to differ from the Principal Auditor, confirmation that access will be provided to those component auditors.
   

Period of Appointment
The appointment will cover a three-year engagement, relating to the financial years ending 31 December 2026, 2027 and 2028 (“Tender period”).

Timing
All Group companies have a financial year-end of 31 December. As d’Amico International Shipping S.A. is listed on a regulated stock exchange, the year-end reporting timetable is strictly defined.  
Pre year-end audit procedures are normally carried out in November and December, with year-end audit fieldwork taking place in late January and early February. 
 

In addition to the Group and Company reporting requirements, the subsidiary companies have statutory filing obligations in their relevant local jurisdictions, as set out in Appendix II.

Tender Process
Each firm is requested to submit a written proposal in accordance with the Luxembourg Law on Audit (loi du 23 juillet 2016 relative à la profession de l'audit). The proposal should cover, at a minimum, the following areas:

1. Relevant experience of similar groups and the sector;
2. Capabilities of the proposed engagement team, including relevant experience;
3. Approach to managing and coordinating the relationship across the various locations, including dispute resolution;
4. Key elements of your service offering and audit approach;
5. Corporate governance and business practices;
6. Proposed fee structure;
7. How your appointment would add value to DIS’ Group;
8. Confirmation of compliance with DIS’ Code of Ethics;
9. Confirmation of Independence.
    

Tender Timetable
The timetable for the tender is as follows:

DIS Tender Team
The DIS tender process will be managed by Federico Rosen, Chief Financial Officer.

All correspondence must be sent to: 

- Federico Rosen - rosen.f@damicoship.com
- Carlo Pappalardo - pappalardo.c@damicoship.com
 - Francesca Montanari - montanari.f@damicoship.com

For any information or clarification, you may contact the above.
 

Confidentiality
By accepting this invitation to participate in the tender process, you agree to:

• keep strictly confidential all information provided to you, whether written or oral, relating to the tender process and/or the business of DIS that is not already in the public domain; 
• use such information solely for the purposes of preparing your proposal and for no other purpose; and
• refrain from disclosing such information to any third party.

Any costs and expenses incurred by you in connection with this tender shall be borne solely by your firm. The information provided shall remain confidential unless and until it lawfully enters the public domain.
 

Documents Enclosed
The following documents are enclosed to provide further information on the Group and the results and net assets of its companies:

• Appendix I:    d’Amico Group and DIS Group structure as at 30 June 2025
• Appendix II:    List of DIS Group’s companies in Scope
• Appendix III:    DIS Group’s and DIS’ 2024 annual reports
• Appendix IV:    d’Amico Tankers d.a.c. 2024 annual report
• Appendix V:    High Pool Tankers Limited  2024 annual report
• Appendix VI:    d’Amico Tankers UK 2024 annual report
• Appendix VII:    DIS Group’s Q2 and half-year 2025 financial statements
• Appendix VIII:    DIS Group’s Fleet List as at 30 June 2025
   

We thank you for your interest in participating in this tender and look forward to receiving your proposal by the stated deadline.

Yours sincerely,

Federico Rosen
Chief Financial Officer
 

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Proposal requirements and evaluation criteria:

1.  Relevant experience
   •  Information regarding relevant sector experience and clients comparable to DIS in organizational status and size.
   • Demonstration of a clear understanding of the Group's business and organizational structure.
   • Demonstration of an understanding of the key financial risks currently faced by the Group.
   • 2 References for the firm.
      
2. Proposed team
   • Names, locations, and relevant experience of your core service team.
   • Extent of partner involvement in the engagement.
   • Identification of the lead engagement partner/relationship manager responsible for overall coordination of the engagement.
   • Expected time commitments of key team members.
   • Succession planning and measures to ensure staff continuity.
      
3. Planning and Coordination
   • Organization structure as it is relevant to this engagement.
   • Details of the engagement partners and offices involved within your firm’s international network, the allocation of responsibilities across jurisdictions, and how you will ensure a consistent group audit approach across all subsidiaries, in line with the requirements of ISA 600.
      
4. Audit Approach and Transition
   • Explanation of your external audit approach and how it would be aligned to DIS' specific needs.
   • Transition plan.
   • Details of your audit methodology, including use of technology.
   • Approach to assessing IT and non-IT controls, including compliance with ISA 315, and confirmation of whether qualified IT specialists will be involved where relevant.
   • Description of internal processes used for quality assurance.
      
5. Independence and governance
   • Details of your internal practices to ensure compliance with independence requirements and avoidance of conflicts of interest.
   • Firm's policy on the rotation of audit partners.
   • Confirmation that your firm will take all necessary steps to ensure its independence.
      
6. Proposed fees
   • Fee quotation covering the three years 2026 to 2028, including the year-end, half-year, and individual company audits.
   • Breakdown of fees by local entity.
   • Explanations of how overruns will be addressed.
   • Basis for determining fees in future years.
   • Overview of billing schedule and timing.
      
7. Value Added
   • Demonstration of your ongoing commitment to the needs of the Group.
   • Summary of the benefits to DIS of selecting your firm.
      
8. Other
   • Copy of your management representation letter format.
   • Copy of a draft engagement letter.
   • Details and amount of your liability cap.