In accordance with the provisions of article 19, §2 of L.3556/2007, “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” presents the draft text of Articles of Association with the amendments that will be proposed to the Ordinary General Assembly, of 30 June 2008. The relevant proposal concerns the amendment, replenishment, abrogation and renumbering of all provisions of the Articles of Association with the purpose of adaptation to the L. 3604/2007 and improvement of its functionality.
It is noted that no change has been made on articles 2, 4, 5, 21 §§ 1-3-4-5, 23 §§ 1-2, 24 §§ 1-2-3-4 and 29.
For the rest it is proposed specifically:
a) the amendment, concerning small corrections and the adjustment to nowadays facts, of articles 1, 3, 13 §§ 2-3, 14, 18, 20 §§ 1-3-4, 22 § 1 and 33 §1,
b) the amendment, concerning the abidance by the relevant provisions of L. 2190/20 as it is in force after L. 3604/2007, of articles 6, 7, 10, 11 §§2-3-4-5-6, 12, 13 §§ 1-4, 15, 16, 17, 19, 20 §2, 21 § 2, 22 §§ 2-3, 23 §§ 3-4, 25, 26, 27, 28, 30, 33 § 1 and 34
c) the deletion of §10 of article 7 and its change into new article 8 (certification of share capital payment) with the simultaneous adjustment to appropriate provisions of L. 2190/20 as it is in force after L. 3604/2007, the deletion of §§ 5 & 6 of article 11 and the replacement with new provisions of L. 3604/2007 (Board of Directors members replacement), the deletion of § 2 of article 19 (as transition of provision of the Articles of Association since the incorporation of the Company), the deletion of § 5 of article 20 and its embodiment to article 27 (minority rights), the deletion of § 5 of article 24 (General Assembly decisions nullity) and its replacement by the general reference to provisions of L. 2190/20 as it is currently in force (article 35), the deletion of § 9 of article 30 (as not being in force), the deletion of section b of §1 and of the whole § 2 of article 31 as well as the deletion of § 2 of article 33 and
d) the renumbering of article 8 as new article 9 and the consolidation of articles 9 & 10 into new article 10, the renumbering of §§ 4-5 of article 22 as new §§ 5-6 respectively of the same article, the consolidation of articles 31 & 32 §§ 1-2 into new article 31, the renumbering of §§ 3-4 of article 32 as new §§ 1-2 respectively of new article 32 and finally the consolidation of §§ 4-5-6-7-8-9-10 of article 33 and article 34 into new article 34 (liquidation).
For shareholders’ convenience, it is quoted attached the Company’s Articles of Association as currently in force.
Athens, 26 June 2008