INVITATION
TO THE ORDINARY GENERAL ASSEMBLY OF THE SHAREHOLDERS OF
THE COMPANY “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.”
(GEMI NO. 123800107000)
Following the decision of the Board of Directors of 27.06.2024 and in accordance with the company’s Articles of Association, the shareholders of the Company are invited to the Ordinary General Assembly on Monday, July 22th, 2024, at 16.30, at the registered offices of the company in Alimos – Attica, at 7, Alimou Ave., for discussion and decision making on the following agenda issues:
1.Submission and approval of the Annual Financial Report (Company & Group) of the period 01.01.2023 to 31.12.2023, which includes the Annual Financial Statements with the relevant reports and statements by the Board of Directors and the Chartered Auditor.
2.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.
3.Election of the Audit Firm for the audit of the fiscal year 2024 and definition of its remuneration.
4.Submission for discussion and voting of the Remuneration Report for the fiscal year 2023, according to article 112 of Law 4548/2018.
5.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.
6.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.
7.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.
8.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.
9.Approval of the Remuneration Policy according to articles 110 and 111 of Law 4548/2018.
10.Miscellaneous issues and announcements.
A. Participation and Voting Rights
Any legal or natural person having shareholder status is entitled to participate and vote in the Annual General Meeting at the beginning of the fifth (5th) day prior to the day of the General Meeting of 22 July 2024, i.e. at the beginning of 17 July 2024 (record date).
A shareholder vis-à-vis the Company is considered to be anyone who appears on the record date as registered in the records of the Dematerialized Securities System (DSS) of the société anonyme “Hellenic Central Securities Depository S.A.” (ELKAT) or the person identified as such on the relevant date through registered or other intermediaries, in compliance with the provisions of the legislation (Law 4548/2018, Law 4569/2019, Law 4706/2020, Regulation (EU) 2018/1212) as well as the Regulation of Operation of the Hellenic Central Securities Depository (Government Gazette B/1007/16.3.2021).
Proof of shareholder status is made by any legal means and in any case on the basis of information received by the Company until before the commencement of the Annual General Meeting by ELKAT. or through those intermediaries in accordance with the above provisions. A shareholder may participate in the General Meeting on the basis of confirmations or notifications of articles 5 and 6 of Regulation (EU) 2018/1212 provided by the mediator, unless the Meeting refuses such participation for an important reason justifying its refusal, subject to the applicable provisions (article 19 §1 of law 4569/2018, article 124 §5 of law 4548/2018). Each share shall confer the right to one vote.
The exercise of participation and voting rights does not require the blocking of the beneficiary’s shares or the observance of any other similar procedure, which restricts the possibility of selling and transferring them during the period between the record date and the date of the General Meeting.
It is not possible for shareholders to participate in the General Meeting by electronic means, without their physical presence at the venue, nor to participate and exercise voting rights remotely.
B. Procedure for Participation and Voting by Proxy
The shareholder participates in the General Assembly and votes either in person or through a proxy. Legal entities participate in the General Assembly through their representatives. Each shareholder may appoint up to three (3) proxies. In case a Shareholder holds shares of the Company, which appear in more than one securities account, he may appoint different proxies for the shares appearing in each securities account in relation to the General Assembly. A proxy acting for several shareholders may vote differently for each shareholder. The power of attorney is freely revocable.
The proxy votes in accordance with the instructions of the Shareholder, if any, and is obliged to file the voting instructions for at least one (1) year from the date of the General Assembly or, in case of postponement, from the date of the last repeat meeting at which he used the proxy. Regarding the appointment and revocation or replacement of the Shareholder’s proxy and his obligations, the provisions of article 128 §§4 and 5 of Law 4548/2018 apply.
The proxy Shareholder is obliged to disclose to the company, before the commencement of the General Assembly, any specific fact, which may be useful to shareholders in assessing the risk that the proxy serves interests other than those of the Shareholder. A conflict of interest may arise in particular where the representative is: (a) a controlling shareholder of the company or another legal person or entity controlled by that shareholder; (b) a member of the Board of Directors or of the company’s management in general or a controlling shareholder of the company or of another legal person or entity controlled by a controlling shareholder; (c) an employee or auditor of the company or of a controlling shareholder or of another legal person or entity controlled by a controlling shareholder; (d) spouse or first-degree relative of one of the natural persons referred to in subparagraphs (a) to (c) above.
The appointment and the revocation or replacement of a Shareholder’s proxy shall be made in writing and submitted to the company at least forty-eight (48) hours before the date set for the General Assembly, i.e. no later than 20.07.2024 at 16.30 p.m.
A proxy form for the appointment of a proxy is available to Shareholders in electronic form on the company’s website www.kiriacoulis.com in the Shareholders’ Rights section and in printed form at the company’s offices at the Investor Relations Department (7 Alimou Avenue, Alimos Attica, tel. 210 9886187). The above form, duly completed and signed by the Shareholder, must be sent via e-mail to [email protected] address or submitted to the company’s offices at the above address within the above deadline. Shareholders are requested to ensure confirmation of the successful submission of the form and its receipt by the Company by telephone with the Investor Relations Department (Mr. Ch. Theodorou, tel. 210 9886187).
C. Minority Rights
- At the request of shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to include additional items in the agenda of the General Meeting that has already been called, if the relevant request is received by the Board of Directors at least fifteen (15) days before the General Meeting (i.e. in this case no later than 7.7.2024). Additional items must be published or disclosed, under the responsibility of the Board of Directors, in accordance with article 122 of Law 4548/2018, at least seven (7) days before the General Assembly. The request for the inclusion of additional items in the agenda is accompanied by a justification or a draft decision for approval at the General Assembly and the revised agenda is published in the same way as the previous agenda, thirteen (13) days before the date of the General Assembly and is simultaneously made available to the Shareholders on the company’s website www.kiriacoulis.com. together with the justification or draft decision submitted by the Shareholders as provided for in article 123 §4 of Law 4548/2018. If these items are not published, the applicant shareholders are entitled to request the postponement of the General Assembly, as provided for in article 141 §5 of Law 4548/2018 and to proceed with the publication themselves at the company’s expense.
- Shareholders representing one twentieth (1/20) of the paid-up share capital have the right, upon request, which must reach the Board of Directors at least seven (7) days before the date of the General Assembly (i.e. no later than 15.7.2024), to submit draft decisions on issues included in the initial or any revised agenda of the General Assembly. The draft resolutions are made available to shareholders in accordance with article 123 §3 of Law 4548/2018, at least six (6) days before the date of the General Meeting.
- At the request of a Shareholder or Shareholders representing one twentieth (1/20) of the paid-up share capital, the President of the Meeting is obliged to postpone only once the decision making by the General Assembly on all or some issues, setting the day for the continuation of the meeting as specified in the shareholders’ application, which, however, cannot be more than twenty (20) days from the date of the postponement. The postponed General Assembly is a continuation of the previous one and does not require the repetition of the formalities for the publication of the invitation of the Shareholders. New shareholders may participate in this Meeting, subject to the relevant participation formalities.
- At the request of any shareholder submitted to the company at least five (5) full days before the General Meeting (i.e. in this case no later than 16.7.2024), the Board of Directors is obliged to provide the General Assembly with the requested specific information on the company’s affairs, to the extent that it is useful for the actual assessment of the items on the agenda. The Board of Directors may respond uniformly to shareholder requests with the same content. There is no obligation to provide information when the relevant information is already available on the company’s website, in particular in the form of questions and answers.
Also, at the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors is obliged to announce to the General Meeting the amounts paid during the last two years to each member of the Board of Directors or the directors of the company, as well as any benefit to these persons for any reason or contract between the company and them.
In all the above cases, the Board of Directors may refuse to provide the information for a substantial reason, which shall be recorded in the minutes.
- Following a request by Shareholders representing one tenth (1/10) of the paid-up share capital, which is submitted to the company at least five (5) full days before the General Meeting (i.e. no later than 16.7.2024), the Board of Directors is obliged to provide the General Meeting with information on the course of corporate affairs and the state of the company’s assets. The Board of Directors may refuse to provide the information for a substantial reason, which shall be recorded in the minutes.
In all the above-mentioned cases, the applicant shareholders must prove their shareholder status and the number of shares they hold when exercising the relevant right. Such proof is also the presentation of a certificate from the body in which the relevant securities are held or the certification of shareholder status by direct electronic connection of the body and the company. Detailed information on the above minority rights and the terms of their exercise is also available on www.kiriacoulis.com company’s website.
D. Shareholder Questions
Shareholders or their representatives who will participate in the General Assembly will be able to submit questions regarding the items on the agenda during it.
In order to better prepare the Meeting, shareholders are also given the opportunity to send their questions in advance in writing to the Investor Relations Department via email at [email protected] address.
E. Available Documents and Information
The information and documents provided for in article 123 §§3 and 4 of Law 4548/2018 are available in electronic form on the company’s website www.kiriacoulis.com in the section Shareholders’ Rights and in printed form at the company’s offices at the Investor Relations Service (7 Alimou Avenue, Alimos Attica, tel. 210 9886187).
Alimos, 27 June 2024
THE BOARD OF DIRECTORS
