PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 22nd of JULY 2024
According to article 123 §3 par. b) Law 4548/2018, “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING SA” announces the total number of shares and voting rights existing on 27.6.2024, date of the invitation of the Shareholders to the Annual General Meeting of 22.07.2024: 7.595.160 dematerialized, ordinary registered shares with voting rights.
ISSUE 1st: Submission and approval of the Annual Financial Report (Company and Group) for the fiscal year 1.1.2023 – 31.12.2023, which includes the Annual Financial Statements with the relevant reports and statements by the Board of Directors and the Chartered Auditor
The Board of Directors recommends to the General Meeting the approval of the Annual Corporate and Consolidated Financial Statements for the year 1.1. – 31.12.2023, following the relevant Reports and Statements of the Board of Directors and the Audit Report of the Certified Public Accountant, as approved by the Board of Directors at its meeting of 29.4.2024, have been published by Law and are available on the Company’s website www.kiriacoulis.com in the Financial Data / Accounting Statements section.
ISSUE 2nd: Approval of the overall administration and management of the period 1.1 – 31.12.2023 pursuant to article 108 of law 4548/2018 and discharge of the Chartered Auditor from any liability pursuant to article 117 of law 4548/2018.
Following the approval of the Annual Financial Report, the Annual General Assembly is called upon to approve the overall management of the Company by the Board of Directors and to decide on the discharge of the Chartered Auditor from any liability for compensation for the fiscal year 1.1. – 31.12.2023.
ISSUE 3rd: Election of an Audit Firm for the audit of the fiscal year 2024 and definition of its remuneration.
Following the relevant recommendation of the Company’s Audit Committee, the Board of Directors unanimously proposes as auditor for the fiscal year 1.1.2024 – 31.12.2024 the audit firm “BDO Certified Auditors S.A.” (A.M. SOEL 173). The audit fee for the fiscal year 2024 will be determined by decision of the Management according to the audit data. To this end, it is proposed to authorize the Board of Directors to negotiate and to send the written notice – mandate to the elected audit firm within the stipulated deadline. Finally, it is proposed to approve the remuneration of € 31.500 plus VAT paid to the same audit firm for the conduct of the regular audit for the fiscal year 2023.
ISSUE 4th: Submission for discussion and voting of the Remuneration Report for the fiscal year 2023, according to article 112 of Law 4548/2018.
Following the recommendation of the Company’s Remuneration & Nominations Committee, the Board of Directors approved at its meeting of 29.04.2024 the Remuneration Report for the year 2023 and decided to submit it to the Annual General Assembly for discussion in accordance with article 112 of Law 4548/2018. The vote of the shareholders on the matter shall be advisory in nature. The total remuneration received by the members of the Board of Directors during the fiscal year 2023 is in compliance with the approved Remuneration Policy approved by the Annual General Meeting of 29.07.2020. The Remuneration Report is incorporated in the Corporate Governance Statement, which is a section of the Management Report of the Board of Directors for the fiscal year 2023, is available on the Company’s website www.kiriacoulis.com in the Financial Data / Financial Statements section as well as in the Management section and will remain available on the corporate website for a period of ten (10) years, as defined by law. The Remuneration Report for the fiscal year 2023 and the detailed data contained therein have been audited and confirmed by the Chartered Auditor in accordance with article 112 §4 of Law 4548/2018.
ISSUE 5th: Approval of the remuneration and expenses paid to the members of the Board of Directors for the period 2023, determination of their amount for the corporate year 2024 and advance payment thereof until the Annual General Meeting of the year 2025, pursuant to article 109 of Law 4548/2018.
A. Upon the recommendation of the Company’s Remuneration & Nominations Committee, the Board of Directors proposes to the General Assembly to approve the total remuneration and general expenses and all kinds of compensation paid during the fiscal year 2023 to its executive members for the performance of their executive duties, in accordance with the decision of the Annual General Assembly dated 07.08.2023 and in particular: € fifty thousand (€ 50.000) to the Chairman of the Board of Directors Spyridon Kiriacoulis, € fifty thousand (€ 50.000) to the CEO Theofanis Kiriacoulis as well as the payment of salary to the Head of Accounting Charikleia Theodorou for her services under the existing employment contract.
B. Also, the General Assembly is called upon to determine the amount of remuneration and other benefits to the executive members of the Board of Directors in accordance with the Law, the applicable Remuneration Policy of the Company and the Articles of Association, during the current financial year and until the Annual General Assembly of the year 2025, in accordance with the provisions of article 109 of Law 4548/2018. Taking into account that the company has incurred losses and there is no dividend to be distributed for the fiscal year 2023 to the executive members who are also shareholders of Mr. Sp. Kiriacoulis and Th. Kyriacoulis, it is proposed to pre-approve fees of the same amount as those of the previous year for the same executive members of the Board of Directors for the performance of their executive duties, as follows: amount of fifty thousand euros (€ 50.000) to the Chairman of the Board of Directors Spiridon Kiriacoulis, amount of fifty thousand euros (€ 50.000) to the CEO Theofanis Kiriacoulis and payment of salary to the Head of Accounting Charikleia Theodorou for the services under the existing employment contract. Furthermore, it is proposed to pre-approve the other benefits to the executive members of the Board of Directors during the current financial year and until the Annual General Assembly of the year 2025 in accordance with the above.
ISSUE 6th: Submission of the Report of the Audit Committee for the fiscal year 2023 pursuant to article 44 of Law 4449/2017 and of the Report of the Independent Non-Executive Members of the Board of Directors pursuant to article 9 of Law 4706/2020.
A. According to article 44 §1(i) of Law 4449/2017, as in force, the Audit Committee of the Company submits to the Annual General Assembly the Annual Report for the year 2023, which is incorporated in the Corporate Governance Statement, is a section of the Management Report of the Board of Directors for the year 2023 and is available on the Company’s website www.kiriacoulis.com in the section Financial Data / Financial Statements as well as in the section Management.
B. According to article 9 §5 of Law 4706/2020, the joint report of the Independent Non-Executive Members of the Board of Directors for the fiscal year 2023, which is available on the Company’s website www.kiriacoulis.com in the section Shareholders’ Rights, is brought to the attention of the General Assembly.
Please note that this item does not require a decision and is not put to the vote.
ISSUE 7th: Granting permission to the members of the Board of Directors and the directors of the Company, pursuant to article 98 of Law 4548/2018, to participate in the boards of directors or in the management of other companies pursuing similar or similar purposes.
The Board of Directors recommends the granting of permission, in accordance with article 98 §1 of Law 4548/2018, to the members of the Board of Directors and the Company’s directors to participate in Boards of Directors or in the management of companies pursuing similar or similar purposes, as well as to participate as general partners or sole shareholders or partners in the above companies.
ISSUE 8th: Approval of the appointment of a new member of the Audit Committee (in place of a resigned) by decision of the Board of Directors dated 15.4.2024 or election of another person to this position for the period until the end of the term of office of the Committee, according to article 44 §1(f) of Law 4449/2017, as in force.
A. BACKGROUND & CURRENT LEGAL FRAMEWORK
The Annual General Assembly of 7.8.2023 elected the members of the Audit Committee of the company, which was constituted as follows: a) Eleni – Penthesileia Tselenti, of Michael, independent non-executive member of the BoD, President, b) Iliana Tsioli of Vassiliou, third person – non-member of the Board of Directors and independent from the company within the meaning of article 9 §§1,2 of Law 4706/2020, as applied proportionally to the members of the Audit Committee (article 92 of Law 4706/2020), Member and c) Dimitrios Geravelis of Georgiou, independent non-executive member of the BoD, Member.
The member of the Audit Committee, Mrs. Iliana Tsioli, submitted her resignation with effect from 15.4.2024 and the Board of Directors at its meeting on the same day appointed Mrs. Konstantina Avrami as a temporary replacement – new member of the Audit Committee to replace the above resigned until the next General Assembly of shareholders, i.e. until the convened Annual General Assembly of 22.7.2024.
According to article 44 §1 (f), Law 4449/2017, as in force after its amendment by Law 4706/2020 and article 4 §4 of the Rules of Procedure of the Audit Committee as contained in the company’s Internal Rules of Operation, the Annual General Meeting of 22.7.2024 may either appoint the temporary replacement Konstantina Avrami as a member of the Audit Committee or elect another person, for the period until the end of its term of office, which has been set at 4 years until 07.08.2027, which may be automatically extended until the expiry of the deadline within which the Annual General Assembly of the year 2027 must be convened for the election of a new Board of Directors and a new Audit Committee.
As a consequence of the above, the Audit Committee currently has the following composition: a) Eleni – Penthesileia Tselenti, of Michael, independent non-executive member of the BoD, President, b) Konstantina Avrami, of Georgiou, third person – non-member of the Board of Directors and independent from the company within the meaning of article 9 §§1,2 of Law 4706/2020, as applied proportionally to the members of the Audit Committee (article 92 of Law 4706/2020), Member and c) Dimitrios Geravelis, of Georgiou, independent non-executive member of the BoD, Member.
The above decision of the Board of Directors dated 15.4.2024 for the appointment of a temporary replacement and the new composition of the Audit Committee has been legally announced on the Company’s website www.kiriacoulis.com in the section Management / Members of the Audit Committee and the Group “Hellenic Exchanges – Athens Exchange Holdings Societe Anonyme” and notified to the Hellenic Capital Market Commission.
B. PROPOSAL OF THE BOARD OF DIRECTORS & DETERMINATION OF SUITABILITY CRITERIA
The Board of Directors proposes to the General Assembly not to elect another person, but to appoint Mrs. Konstantina Avrami as a member of the Audit Committee for the period until the expiration of the term of office of the Audit Committee, which has been set for 4 years until 07.08.2027, which may be automatically extended until the expiration of the deadline within which the Annual General Meeting of the year 2027 must be convened for the election of a new Board of Directors and a new one Audit Committee. The detailed CV of the proposed member has been posted on the Company’s website www.kiriacoulis.com in the section Management / Members of the Audit Committee.
Grounds for the proposal & Establishment of eligibility criteria
As confirmed by the Audit Committee, at its meeting on 15.4.2024: a) Mrs. Avrami meets the eligibility requirements as a member of the Audit Committee, in accordance with the applicable provisions and the company’s Suitability Policy. In particular, Konstantina Avrami is a graduate of the Department of Economic & Regional Development of Panteion University of Social & Political Sciences as well as the Postgraduate Program of International & European Economic Studies of the Athens University of Economics and Business. Mrs. Avrami also has 10 years of work experience in Greek and foreign companies and has knowledge and experience in the field of accounting, acquired both from the relevant courses in which she was successfully examined during her studies at Panteion University and from her employment in the accounting department of the trading company “Xbite ltd” based in the United Kingdom during the period September 2017 – March 2020. Similarly, her knowledge of Maritime Spatial Planning issues that she received during her studies is important for the understanding of Maritime Tourism in which the company and KIRIACOULIS Group operate, b) Mrs. Avrami is a third person – non-member of the Board of Directors and meets the requirements for independence from the company within the meaning of article 9 §§1,2 Law 4706/2020, as this applies mutatis mutandis to the members of the Audit Committee (article 92 of Law 4706/2020), c) following the appointment of Mrs. Avrami as temporary replacement – new member of the Committee, the Audit Committee maintains its legal composition and its character as a three-member independent committee, consisting of two (2) independent non-executive members of the Board of Directors of the company and one (1) third person independent of the company within the meaning of article 9 §§1,2 Law 4706/2020, as this applies mutatis mutandis to the members of the Audit Committee (article 92 of Law 4706/2020).
Therefore, the proposed new composition of the Audit Committee fulfils in total the requirements of article 44 of Law 4449/2017, as in force, given that: i) all members of the committee have sufficient knowledge in the fields of activity of the company, namely tourism and shipping, ii) two members of the committee, namely E.P. Tselenti and K. Avrami, have sufficient knowledge and experience in accounting and iii) all members of the Committee are independent of the company within the meaning of article 9 §§1,2 of Law 4706/2020, as applied mutatis mutandis to the members of the Audit Committee (article 92 of Law 4706/2020).
ISSUE 9th: Approval of the Remuneration Policy according to articles 110 and 111 of Law 4548/2018.
According to Article 110 §2 subpara. b’ Law 4548/2018, the validity period of the approved Remuneration Policy may not exceed four (4) years from its approval by the General Assembly and in any case, companies are obliged to submit the Remuneration Policy for approval to the General Assembly after this period has elapsed. Given that the current Remuneration Policy of the Company was approved by decision of the Annual General Meeting of 29 July 2020, a new approval of the Remuneration Policy by the convened Annual General Meeting of 22 July 2024 is required by law.
According to its relevant decision dated 27.6.2024, the Board of Directors recommends to the General Meeting that the Company’s Remuneration Policy remain essentially unchanged and is posted on the Company’s website www.kiriacoulis.com in the Management section, with the minimum necessary adjustments to the introductory section where the relevant history is listed.
Following this, the updated Remuneration Policy proposed for approval by the Annual General Meeting of Shareholders of 22.7.2024 is available as a Draft on the Company’s website www.kiriacoulis.com in the section Shareholders’ Rights / Information.
ISSUE 10th: Miscellaneous issues and announcements.
This item includes announcements on issues that the Board of Directors wishes to disclose to the Assembly, but do not require a decision and are not put to a vote.
