«KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.»
DECISIONS OF THE ANNUAL GENERAL ASSEMBLY OF 22 JULY 2024
Pursuant to the provisions of Law 3556/2007, the decisions of the Hellenic Capital Market Commission and article 4.1.1 par. 3 of the Athens Exchange Regulation, “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING SOCIETE ANONYME” announces to the investment community the following:
On Monday, July 22, 2024, at 16.30 p.m., the Annual Ordinary General Assembly of Shareholders was held at the company’s offices in Alimos, Attica, 7 Alimou Avenue, for discussion and decision making on the agenda items contained in the Invitation dated 27.06.2024. During the meeting, the existence of a legal quorum was established, as shareholders representing 4,589,597 shares out of a total of 7,595,160 were present at the Meeting, i.e. approximately 60,43% of the company’s share capital.
On the agenda issues, the General Assembly decided as follows:
1st: Approved the Annual Corporate and Consolidated Financial Statements for the year 1.1. – 31.12.2023 (37th fiscal year) prepared in accordance with IFRS, following the relevant Reports and Statements of the Board of Directors and the Audit Report of the Chartered Auditor.
2nd: Approved, pursuant to articles 108 and 117 of Law 4548/2018, the overall management that took place during the financial year 1.1.- 31.12.2023 and released the Chartered Auditor from any liability for compensation on the Annual Financial Report of the year 2023.
3rd : Elected 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 and will concern: (a) the audit of the Annual and Half-Yearly Financial Report in accordance with IFRS and the preparation of the corresponding reports in application of the Single European Electronic Format (ESEF) and (b) the tax audit and the issuance of the relevant certificate in accordance with the applicable tax legislation. The Management of the company will send by Law the written notice – mandate to the elected audit firm within the stipulated deadline of 5 days from the date of its election.
4th: Approved with advisory vote the Remuneration Report for the fiscal year 2023, according to article 112 of Law 4548/2018. The Remuneration Report is incorporated in the Corporate Governance Statement, which is part of the Management Report of the Board of Directors for the fiscal year 2023 and is available on the website of the Company www.kiriacoulis.com where it will remain 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 Certified Public Accountant in accordance with article 112 §4 of Law 4548/2018.
5th: Approved the fees paid and in general the expenses and all kinds of compensation paid to the members of the Board of Directors during the corporate year 2023 in accordance with the decision of the Annual General Meeting dated 07.08.2023, determined their amount and approved their advance payment during the current fiscal year 2024 and until the Annual General Meeting of the year 2025, Article 109 of Law 4548/2018.
6th: This issue does not require a decision and is not put to the vote. Therefore, the General Meeting took note of the Audit Committee’s Activity Report 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. Both of these Reports are available on the Company’s website www.kiriacoulis.com.
7th : Granted permission to the members of the Board of Directors and the managers of the Company to participate in the Boards of Directors or 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, in accordance with article 98 §1 of Law 4548/2018.
8th : Approved the decision of the Board of Directors dated 15.4.2024 and the appointment of 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 at 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 Audit Committee. The above decision will be subject to the specific publicity formalities according to the Law.
9th : Approved the updated Remuneration Policy of the Company according to articles 110 and 111 of Law 4548/2018. Its validity period is 4 years. The above approved Remuneration Policy will be available on the Company’s website www.kiriacoulis.com in the section Shareholders’ Rights / Information, free of charge, for as long as it is in force.
10th :No announcements were made.
THE BOARD OF DIRECTORS
