Report of the Independent Non-Executive Members of the Board of Directors of Kiriacoulis Mediterranean Cruises Shipping S.A. submitted to the Ordinary General Meeting of Shareholders of the Company on 1 September 2021.
Dear shareholders,
This report of the Independent Non-Executive Directors of the Board of Directors (hereinafter the “Report”) of Kiriacoulis Mediterranean Cruises Shipping S.A (hereinafter the “Company”) has been prepared pursuant to paragraph 5 of article 9 of Law 4706/2020 entitled “Corporate Governance of Public Limited Companies, modern capital market, incorporation into Greek law of Directive (EU) 2017/828 of the European Parliament and of the Council, measures for the implementation of Regulation (EU) 2017/1131 and other provisions” (Government Gazette A΄136/17. 7.2020).
This Report assesses whether the recommendations of the executive members of the Company’s Board of Directors, made at meetings held within the period 1/1/2020 – 31/12/2020, were within the framework of the strategic objectives set for Financial Year 2020, with reference to the stance taken in voting on these recommendations and the actions taken to implement the relevant decisions of the Board of Directors on these recommendations.
This Report does not include reference to matters that were the subject of meetings of the Board of Directors of the Company, on which the Audit Committee expressed an opinion at the relevant meetings, given that the latter prepares and submits an Annual Report to the Annual General Meeting of Shareholders. In addition, it does not include reference to matters that were the subject of meetings of the Company’s Board of Directors that fall within the remit of the Remuneration and Nomination Committee.
In the Annual Management Report of the Board of Directors of the Company for the financial year 2019, which was prepared at the meeting dated 8th of June 2020, it is stated that:
“…the Management has set the following goals for 2020, taking into account the new data created by the pandemic of the new coronavirus:
- Evaluation of the service point network in terms of cost – benefit, in order to operate and expand it in strategic locations in Greece and abroad, according to the results of the above methodology
- To maintain low average age of the fleet through the materialization of a specific program for its renewal.
- To strengthen its position in the area of tourist ports management, by exploring possible scenarios for future investments in that industry.”
At the meeting of the Board of Directors dated 27 January 2020, in which we participated, following the proposal of the Chairman of the Board of Directors and Managing Director, Mr. Theofanis Kiriacoulis, it was unanimously decided to submit an expression of interest for participation in an international tender for the signing of a contract for the concession of Port operation services and the right of use, operation, management and exploitation of the Itea Marina, in accordance with the specific provisions of the relevant Invitation. Following this decision, the Company submitted in 2020 an Expression of Interest file to the competent body appointed by the Public Private Property Development Fund S.A. This decision is in line with a relevant target set for the 2020 financial year.
At the meeting of the Board of Directors dated 27 March 2020, in which we participated, following the proposal of the Vice Chairman of the Board of Directors, Mr. Spiridon Kiriacoulis, it was unanimously decided to issue a non-convertible common bearer bond, with the right of early repayment, with a nominal value of three hundred thousand (300. 000) EUR, divided into 6 common nominal bonds with a nominal value of 50.000 EUR each, with a maturity of ten (10) twelve months, with a fixed interest rate of 3% and an interest period of twelve months, in order to finance the Company’s participation in the share capital of companies whose main activity is the operation of tourist ports. This loan was covered in 2020 through a private placement by the wholly owned subsidiary “MARINA KALAMATAS TOURISM SOLE SHAREHOLDER S.A.”. This decision is in line with a related target set for the financial year 2020.
At the meeting of the Board of Directors dated 30 November 2020, in which we participated, following the proposal of the Chairman of the Board of Directors and Managing Director Mr. Theofanis Kiriacoulis, it was unanimously decided to issue a common bond loan of up to one million three hundred forty-one thousand EUR (€1,341,000), in order to cover the working capital needs of the Company. This loan was fully covered during January 2021 through a private placement by NATIONAL BANK OF GREECE S.A. In our opinion, this decision is in the best interest of the Company, given the negative economic consequences of the global pandemic of COVID -19.
The authors of this document, signing as Independent Non-Executive members of the Board of Directors of the Company:
Zoe Vassiliou Kalliopi Magoula
