PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 7th of AUGUST 2023
“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 07.08.2023, 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 01.01.2022 – 31.12.2022, 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 1.1.2022 to 31.12.2022 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 2022 in accordance with article 112 of Law 4548/2018.
The relevant departments of the Company prepared and the Board of Directors approved, at its meeting of 27.04.2023, a Remuneration Report of the members of the Board of Directors for the fiscal year 2022, 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 2022 financial year, is posted on the website and will be submitted for discussion at the Annual General Meeting of Shareholders on 07.08.2023.
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 2022 and pre-approval of the remuneration for the year 2023.
According to the renumeration policy of the Company approved by the Ordinary 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 simultaneously shareholders of the Company, while not having an employment contract, received within 2022, in accordance with the decision of the Ordinary General Assembly of 20.07.2022 and due to non-payment of dividends by the Company for the year 2021, a lump sum of EUR fifty thousand (50.000) each for their services as executive members of the Board of Directors and as legal representatives of the Company. A member of the Board of Directors, Mrs. Hariklia Theodorou, is associated with the Company with a dependent employment contract as an Accountant. Further, members of the Board of Directors, received during year 2022 payments for travel, movement and performance expenses in general as well as payment of expenses for the use of the Company’s cars, mobile phones and mandatory insurance contributions. The aforementioned benefits are incorporated in the Company’s remuneration policy for fiscal year 2022. The Board of Directors proposes the approval of remuneration paid during the financial year 2022 in the amount of 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 with the capacities of Chairman of the Board of Directors and Managing Director respectively , for the performance for their duties as executive members of the Board of Directors, as well as the payment of the salary to the non-executive member of the Board of Directors, Hariklia Theodorou for her services as an Accountant with a dependent work contract.
Further, it is proposed to approve the payment of expenses in accordance with the renumeration report, for the use of company cars and payment of the above expenses by members of the Board of Directors, mobile phones and compulsory insurance contributions for the members of the Board of Directors during the financial year 2022. The relevant benefits are in accordance with the Remuneration Report approved by the Annual General Meeting of 29.07.2020.
Finally, the Board of Directors proposes the pre-approval of a lump sum up to fifty thousand euros (50,000) to each of the executive members of the Board of Directors, of the company Spiridon Kiriacoulis and Theofanis Kiriacoulis for the year 2023, since the company had losses and no dividend will be distributed for the year 2022, as well as the pre-approval of a monthly fee from January 1, 2023 until the Annual General Meeting of the shareholders of the year 2024 to Mrs. Hariklia Theodorou for her above services.
Furthermore, it is proposed to give pre-approval for the use of company cars and the 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 Remuneration Report of the members of the Board of Directors for the year 2023, which will be notified to the shareholders in accordance with the law.
ISSUE 4th: Submission of the Report of the Audit Committee for the year 2022, 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 2022 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 1.1.2022 – 31.12.2022 and discharge of the Auditor from any liability for the fiscal year 2022.
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 2022.
ISSUE 6th: Election of Auditors (regular / alternate) for the financial year from 1 January 2023 to 31 December 2023 and determination of their remuneration.
Following the recommendation of the Audit Committee of the Company, the auditing firm “BDO Certified Public Accountants S.A” (A.M. SOEL 173) is proposed as the auditor for the financial year 1 January 2023 – 31 December 2023. The audit fee for the fiscal year 2023 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 €20,335 plus VAT for the regular audit and €7,535 plus VAT for the tax audit paid to the audit firm “Associated Certified Public Accountants S.A” for the financial year 2022.
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: Election of the new members of the Board of Directors and definition of its independent members.
With the recommendation of the Board of Directors dated 07.07.2023 (number 580/07.07.2023 Minutes of the Board of Directors), which accepted the recommendation of the Remuneration and Nominations Committee dated 06.07.2023 and posted on the Company’s website, the election of a new six-member Board of Directors is proposed, due to the expiry of the current Board of Directors of the Company, with a four year term up to the Ordinary General Assembly of 2027, consisting by the following six members of the Board of Directors, upon finding that the proposed members meet the eligibility criteria based on the Company’s Suitability Policy:
- Theofanis Kiriacoulis of Stavros
- Spiridon Kiriacoulis of Stavros
- Hariklia Theodorou of Dimitrios
- Nikitas Sotiropoulos of Konstantinos
- Eleni – Penthesileia Tselenti of Michael
- Dimitios Geravelis of Georgios
Also, they are proposed as independent members of the Board of Directors, Eleni – Penthesileia Tselenti of Michael and Dimitrios Geravelis of Georgios, who meet the conditions of independence defined in article 9 of Law 4706/2020.
The full text of the proposal and the biographies of the proposed members have been posted on the Company’s website.
ISSUE 9th: Election of new members of the Audit Committee
With the recommendation of the Board of Directors dated 07.07.2023 (under number 580/07.07.2023 minutes of the Board of Directors), which is posted on the Company’s website) it is proposed to elect a new Audit Committee of the Company, consisting of one (1) third person independent of the Company not a member of the Board of Directors and two (2) independent non-executive members of the Board of Directors. The proposed composition of this, subject to the appointment of the independent members of the Board of Directors as above, is the following:
- Iliana Tsioli of Vassilios, a third person, not a member of the Board of Directors and independent of the Company within the meaning of the provisions of article 9 paragraphs 1 and 2 of Law 4706/2020,
- Eleni – Penthesileia Tselenti of Michael, independent non-executive member of the Board of Directors and
- Dimitrios Geravelis of Georgios, independent non-executive member of the Board of Directors
The term of the Audit Committee is proposed to be equal to the term of the Board of Directors, i.e., four years until 07.08.2027, which can be automatically extended until the end of the period within which the Ordinary General Assembly of the year 2027 must be convened and until the relevant decision is taken.
The composition of the Audit Committee will have the legal composition and will meet the conditions of the provisions of Law 4449/2017, given that:
- i) All committee members have sufficient knowledge of the Company’s fields of activity, namely tourism and shipping.
- ii) Two members of the committee have sufficient knowledge and experience in accounting, while one of them also has sufficient knowledge and experience in auditing.
iii) All committee members are independent from the Company within the meaning of the provisions of Law 4706/2020.
ISSUE 10th: Various issues and announcements.
