Alimos, August 7th, 2023
The Ordinary General Assembly of the Company KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A. which was held on Monday 07.08.2023, at 16.30, at the seat of the company in Alimos Attiki, was attended by nine shareholders, holding 5.348.770 common nominal shares out of a total of 7.595.160, i.e quorum of 70,42 % and with the required by Law and the Articles of Association quorum, the General Assembly decided the following:
1) The Annual Financial Report with the annual financial statements of the company and the Group for the period 01.01.2022 to 31.12.2022, as well as the report by the Auditor, were approved.
Quorum of 70,42 % (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 5.348.770 shares and votes out of an equal number of attending shares).
2) The Remuneration Report of the company for the period 2022 was voted, in accordance with article 112 of Law 4548/2018.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 5.348.770 shares and votes out of an equal number of attending shares).
3) The remuneration and expenses paid to members of the Board of Directors Theofanis Kiriakoulis and Spyridon Kiriakoulis for the period 2022 were approved, in accordance with the company’s remuneration policy and the company’s remuneration report for the year 2022 and their remuneration and expenses for the year 2023 were preapproved, in accordance with the approved remuneration policy of the company.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 91,63% majority (i.e 4.901.134 shares and votes in favor and 447.636 shares and votes against [percentage 8,37%] out of 5.348.770 attending shares).
4) In accordance with the amended article 44 of Law 4449/17 and article 9 par.5 of Law 4706/2020, the report of the Audit Committee and the joint report of the independent members of the BoD for the fiscal year 2022 were submitted to the General Assembly.
5) The total management of the period 01.01.2022 to 31.12.2022 was approved and the Auditor was released from any liability of compensation arising from the Annual Financial Report.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 5.348.770 shares and votes out of an equal number of attending shares).
6) The auditing firm “BDO Auditors S.A.” (Reg. N. SOEL 173) was elected as Auditors for the period 01.01 – 31.12.2023 and specifically as regular auditor Ms Kalogeropoulou Kleopatra of Ioannis (Reg. N. SOEL 36121) and as substitute auditor Mr. Barousis Christos of Ioannis (Reg. N. SOEL 52101) and the remuneration for the audit of fiscal period 2022 paid to auditor Mr. Meletios Siastathis was approved.
Quorum of 31,16% (i.e. 2.364.000 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 2.364.000 shares and votes out of 2.364.000 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.
7) Permission was granted, in accordance with article 98 of Law 4548/18, to the members of the BoD or executives of the company to participate in the BoD or the management of companies with similar scope, as well as as liable partners or sole shareholders.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 5.348.770 shares and votes out of an equal number of attending shares).
8) The following new members of the Board of Directors were elected and with the capacities (independent or not) in accordance with the provisions in articles 5 and 9 of Law 4706/2020, as applicable to corporate governance:
- Theofanis Kyriakoulis of Stavros,
- Spyridon Kyriakoulis of Stavros,
- Chariklia Theodorou of Dimitrios,
- Nikitas Sotiropoulos of Konstantinos,
- Eleni – Penthesileia Tselentis of Michael, Independent Member and
- Dimitrios Geravelis of Georgios, Independent Member.
The term of office of the above elected members of the Board of Directors is set for four years, in accordance with Article 11 §3 of the AoA and can be extended up to the date of the Ordinary General Meeting that will be held within the year 2027 and until the relevant decision is taken.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 91,63% majority (i.e 4.901.134 shares and votes in favor and 447.636 shares and votes against [percentage 8,37%] out of 5.348.770 attending shares).
9) Appoint the following members of the Audit Committee:
- Iliana Tsioli of Vassilios, a third person not a member of the BoD,
- Eleni – Penthesileia Tselentis of Michael, independent member of the BoD, and
- Dimitrios Geravelis of Georgios, independent member of the BoD.
The term of office of the Audit Committee will be equal to the term of office of the Board of Directors, i.e. four years and can be extended up to the date of the Ordinary General Meeting that will be held within the year 2027 and until the relevant decision is taken.
Quorum of 70,42% (i.e. 5.348.770 shares and votes out of a total of 7.595.160) and by 100% majority (i.e. 5.348.770 shares and votes out of an equal number of attending shares).
FOR KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.
INVESTOR RELATIONS DEPARTMENT
