PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 20th of JULY 2022
“Kiriacoulis Mediterranean Cruises Shipping S.A.”, in compliance with the par 3.b) of the article 123 of the Codified Law 4548/2018, announces that at the date of the publication of the Invitation to the Extraordinary Shareholders General Assembly that will be held on 20.07.2022, the Company’s share capital consists of 7.595.160 common registered shares with equal voting rights.
ISSUE 1st: Submission and approval of the Annual Financial Report (Company & Group) for the financial year 01.01.2021 – 31.12.2021, including the Annual Financial Statements with the relevant Reports and Statements of the Board of Directors and the Certified Auditor.
The Board of Directors recommends the approval of the Annual Financial Report of the Company and the Group for the period 1.1.2021 to 31.12.2021 and the Auditor’s report as submitted to the statutory form of publicity and posted on the website.
ISSUE 2nd: Submission for discussion and advisory vote of the Company’s Remuneration Report for the fiscal year 2021 in accordance with article 112 of Law 4548/2018.
According to the remuneration policy of the Company approved by the Annual General Meeting of 29.07.2020 in application of articles 110 and 111 of Law 4548/2018, the executive members of the Board of Directors Theofanis Kiriacoulis, Managing Director, and Spiridon Kiriacoulis, Chairman of the Board of Directors, who are also shareholders of the Company and have not been contracted with the Company under an employment contract, received in 2021, according to the decision of the Annual General Meeting of 01.09.2021 and due to the non-payment of dividends by the Company for the financial year 2020, a lump sum remuneration of EUR 50,000 each, for their services as executive members of the Board of Directors and as legal representatives of the Company. One member of the Board of Directors, Ms. Chariklia Theodorou, is associated with the Company under an employment contract of indefinite duration on normal market terms, receiving a monthly salary for her employment as an Accountant on an eight-hour basis. Travel, transportation and expenses due to the attendance of various events in general, as well as expenses for the use of the Company’s cars, mobile phones and their mandatory insurance contributions were also paid to members of the Board of Directors during the 2021 financial year. Based on the above, the relevant departments of the Company prepared and the Board of Directors approved, at its meeting of 20.04.2022, a Remuneration Report of the members of the Board of Directors for the fiscal year 2021, which includes the information provided for in Article 112 of Law 4548/2018. This Report was incorporated into the Corporate Governance Statement, which is a section of the Management Report of the Board of Directors for the 2021 financial year, and will be submitted for discussion at the 2022 Annual General Meeting of Shareholders.
It should be noted that the shareholders’ vote on the Remuneration Report is advisory in nature, in accordance with Article 112 (3) of Law 4548/2018. After the Ordinary General Meeting, the Report will be available on the corporate website for a period of at least ten (10) years, as required by law.
ISSUE 3rd: Approval of the remuneration and compensations paid to the members of the Board of Directors for year 2021 and pre-approval of the remuneration for the year 2022.
The Board of Directors recommends the approval of the remuneration paid during the financial year 2021 and in accordance with the above in the amount of EUR fifty thousand (50. 000) to each of the executive members of the Board of Directors of the Company, Spiridon Kiriacoulis and Theofanis Kiriacoulis, in the capacities of Chairman of the Board of Directors and Managing Director, respectively, for the service of their executive duties during the fiscal year 2021, as well as the payment of a salary to the non-executive member of the Board of Directors, Chariklia Theodorou, for her services as Accountant with a dependent employment contract. The aforementioned payments are in accordance with the provisions set out in the Company’s remuneration policy approved by the Annual General Meeting of 29.07.2020.
Further, it is proposed to approve the use of the Company’s cars by the members of the Board of Directors and payment of expenses for the use of the Company’s cars, mobile phones and mandatory insurance contributions of the members of the Board of Directors during the financial year 2021. The aforementioned benefits are in accordance with the provisions set out in the Company’s remuneration policy approved by the Annual General Meeting of 29.07.2020.
Finally, the Board of Directors proposes the pre-approval of remuneration of up to fifty thousand euros (50,000) in a lump sum to each of the executive members of the Board of Directors. of the Company Spiridon Kiriacoulis and Theofanis Kiriacoulis for the financial year 2022, given that the Company had losses and no dividend will be distributed for the financial year 2021, as well as the pre-approval of monthly remuneration from 1 January 2022 until the Annual General Meeting of Shareholders of the year 2023 to Mrs. Chariklia Theodorou for the above services, in application of what is set out in the Company’s remuneration policy approved by the Annual General Meeting of 29.07.2020.
Further, it is proposed that pre-approval be granted for the use of company cars and payment of the above expenses by members of the Board of Directors during the current financial year and until the next Annual General Meeting. The relevant amounts will be included in the members of the Board of Directors Remuneration Report for the 2022 financial year, which will be disclosed to the shareholders in accordance with the law.
ISSUE 4th: Submission of the Report of the Audit Committee for the year 2021, in accordance with article 44 of Law 4449/2017 and the Report of the Non-Executive Independent Members, in accordance with the provisions of Law 4706/2020 (item not put to vote).
In accordance with the amended article 44 of Law 4449/2017 and article 9 paragraph 5 of Law 4706/2020, the Chairwoman of the Audit Committee and independent non-executive member of the Board of Directors Ms Zoe Vassiliou will submit to the Annual General Meeting the Annual Report of the Audit Committee, as incorporated in the Corporate Governance Statement, which is part of the Management Report of the Board of Directors for the financial year 2021 and the joint report of the independent members of the Board of Directors to the Annual General Meeting.
ISSUE 5th: Approval of the overall management of the above fiscal year 1.1.2021 – 31.12.2021 and discharge of the Auditor from any liability for the fiscal year 2021.
It is recommended that the overall management of the current financial year to be approved and that the Company’s Auditor to be discharged from any liability for compensation on the Annual Report for the accountable financial year 2021.
ISSUE 6th: Election of Auditors (regular / alternate) for the financial year from 1 January 2022 to 31 December 2022 and determination of their remuneration.
Following the recommendation of the Audit Committee of the Company, the auditing firm “Associated Certified Public Accountants S.A” is proposed as the auditor for the financial year 1 January 2022 – 31 December 2022. (A.M. SOEL 125). The audit fee for the fiscal year 2022 will be determined by a decision of the Management Board in accordance with the audit data. It is also proposed to approve the fee of €19,008 plus VAT for the regular audit and €7,200 plus VAT for the tax audit paid to the audit firm “Associated Certified Public Accountants S.A” for the financial year 2021.
ISSUE 7th: Granting permission, pursuant to article 98 of Law 4548/2018, to the members of the Board of Directors to participate in companies that pursue similar or similar objectives.
The Board of Directors recommends granting permission pursuant to Article 98 of Law 4548/2018 to the members of the Board of Directors and the Company’s directors to participate in the Boards of Directors or in the management of companies pursuing similar purposes, as well as to participate as general partners or sole shareholders or partners in the aforementioned companies.
ISSUE 8th: Various issues and announcements.
