Alimos, July 29th, 2019
The Ordinary General Assembly of the Company KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A. which was held on 29.07.2019, with the required by the Law and the Articles of Association quorum, decided the following:
1) The Annual Financial Report for the period 01.01.2018 to 31.12.2018, as well as the report by the Auditor, were approved. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
2) The total management of the period 01.01.2018 to 31.12.2018 was approved and the Auditor was released from any liability of compensation arising from the Annual Financial Report. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
3) The auditing firm “SOL S.A.” (Reg. N. SOEL 125) was elected as Auditors for the period 01.01 – 31.12.2019 and specifically as regular auditor Mr. Theodoros Papagiannos of Ioannis (Reg. N. SOEL 26461) and as substitute auditor Ms. Eleni Karagouni of Vasileios (Reg. N. SOEL 10481) and the remuneration for the fiscal period 2018 paid to auditor Mr. Theodoros Papagiannos was approved. Quorum of 26,34% (i.e. 2.000.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 2.000.229 shares and votes out of an equal number of attending shares). In accordance with article 124 par.8 of Law 4548/2018, the vote for the election of auditors was not attended by shareholders who are also members of the BoD, holding 2.894.000 shares and votes.
4) The General Assembly decided the distribution of a dividend of 0,0263326 euro per share before tax 10% from the profits of the year 2018 and from remaining profits of previous periods (2016). Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
5) The remuneration and expenses paid to members of the Board of Directors for the period 2018 were approved and their remuneration for the period 2019 was determined. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
6) The G.M. granted permission, in accordance with article 98 of Law 4548/18, to the members of the BoD to participate in the BoD or the management of companies with similar scope. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
7) The amendment and codification of the Articles of Association was approved for its adaptation to the provisions of Law 4548/18. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
8) The new Board of Directors and its independent members were elected, with a four year term up to the Ordinary General Assembly of 2023, as follows:
- Theofanis Kyriakoulis of Stavros,
- Spyridon Kyriakoulis of Stavros,
- Harikleia Theodorou of Dimitrios,
- Aggelos Kopitsas of Athanassios, Independent Member,
- Kalliopi Magoula of Stefanos, Independent Member,
- Nikitas Sotiropoulos of Dimitrios, Independent Member and
- Zoi Vasileiou of Dimitrios, Independent Member.
Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
9) The replacement of the resigned member of the Audit Committee Eleni Sfounou by Iliana Tsioli was approved, as decided by the BoD of 15.04.2019 and Ms. Iliana Tsioli was elected as member of the Audit Committee. Following the above, the composition of the Audit Committee is:
- Zoi Vasileiou of Dimitrios, Independent Non Executive Member of the BoD, Chairman of the Committee,
- Kalliopi Magoula of Stefanos, Independent Non Executive Member of the BoD, Member of the Committee and
- Iliana Tsioli of Vasileios, Member of the Committee .
Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
10) The Remuneration Policy of the company was approved, in accordance with articles 110 and 111 of Law 4548/2018. Quorum of 65,62% (i.e. 4.984.229 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 4.984.229 shares and votes out of an equal number of attending shares).
