KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.

DECISIONS OF THE ANNUAL GENERAL MEETING OF 10 JULY 2025

KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A

 

DECISIONS OF THE ANNUAL GENERAL MEETING OF 10 JULY 2025

 

 

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 AND CRUISES SHIPPING S.A." announces to the investing public the following:

On Thursday, July 10, 2025, at 14.30 p.m., the Annual Ordinary General Meeting 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 18.06.2025. During the meeting, the existence of a legal quorum was established, as shareholders representing 4.229.789 shares out of a total of 7.595.160 were present at the Meeting, i.e. approximately 55,69% of the company's share capital.

 

On the agenda issues, the General Meeting decided as follows:

 

1st: Approved the Annual Corporate and Consolidated Financial Statements for the year 1.1. – 31.12.2024 (38th fiscal year) that have been prepared in accordance with IFRS, following the relevant Reports and Statements of the Board of Directors and the Audit Report of the Chartered Accountant thereon.

2nd: Approved, in accordance with articles 108 and 117 of Law 4548/2018, the overall management that took place during the financial year 1.1.- 31.12.2024 and exempted the Chartered Auditor from any liability for compensation on the Annual Financial Report for the financial year 2024.

3rd: Elected as auditor for the fiscal year 1.1.2025 – 31.12.2025 the audit firm "BDO Certified Auditors S.A." (A.M. SOEL 173). The audit fee for the financial year 2025 will be determined by decision of the Management in accordance with 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 accordance with 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 the written notice - mandate to the elected audit firm within the prescribed period of 5 days from the date of its election.

4th: The Remuneration Report for the fiscal year 2024 was discussed without comments from the shareholders and received an advisory vote from the General Meeting in accordance with article 112 of Law 4548/2018. The Remuneration Report is incorporated into the Corporate Governance Statement, which is a section of the Management Report of the Board of Directors for the financial year 2024 and is available on the Company's website www.kiriacoulis.com where it will remain for a period of ten (10) years, as stipulated by law. The Remuneration Report for the financial year 2024 and the detailed data contained therein have been audited and confirmed by the Certified Public Accountant in accordance with article 112 par 4 of Law 4548/2018.

5th: Approved the new Remuneration Policy according to articles 110 and 111 of Law 4548/2018, which is available on the website of www.kiriacoulis.com Company. The validity period is 4 years.

6th: Approved the election of two new members of the Board of Directors to the position of an equal number of resigned, in accordance with the decisions of the Board of Directors dated 6.6.2025 (minutes of the Board of Directors 608 and 609).

7th: Approved the election of new members of the Board of Directors as follows:

1. Rigas Georgis, of Theodoros and Athanasia, businessman.

2. Georgios Koutsos, of Nikolaos and Ourania, business executive.

3. Ioannis Mouzakis, of Antonios and Maria, business consultant.

4. Theofanis Kiriacoulis, of Stavros and Areti, businessman.

5. Kalliopi Papadopoulou, of Demetrios and Ourania, economist.

6. Christina Korkidi, of Vassilios and Ioanna, lawyer.

 

The above-mentioned Kalliopi Papadopoulou and Christina Korkidis were elected as independent non-executive members of the Board of Directors in accordance with the specific provisions of articles 5 and 9 of Law 4706/2020.

 

The term of office of the above-elected members of the Board of Directors is 4 years according to the Articles of Association, begins on 10.7.2025 and ends on the date of election of a new Board of Directors by the Ordinary General Meeting that will meet in the first half of the year 2029.

 

The Company has issued a separate announcement for the formation of the upper Board of Directors and its Committees.

8th: Approved the remuneration and other benefits paid to the members of the Board of Directors during the fiscal year 2024, determined the amount of these for the fiscal year 2025 and approved the advance payment thereof until the Annual General Meeting of the year 2026, pursuant to article 109 of Law 4548/2018.

9th: Granted permission to the members of the Board of Directors and the directors of the Company to participate in Boards of Directors or in the management of companies that pursue 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 par.1 of Law 4548/2018.

10th: This item does not require a decision and has not been put to the vote. Therefore, the General Meeting took note of the Report of the Audit Committee for the financial year 2024 pursuant to article 44 of Law 4449/2017 and the Report of the Independent Non-Executive Members of the Board of Directors pursuant to Article 9 of Law 4706/2020 without any comments from the shareholders. Both of these Reports are available on the www.kiriacoulis.com Company's website.

11th: Approved the new form of the Audit Committee as a Committee of the Board of Directors and determined its specific characteristics in accordance with article 44 of Law 4449/2017. The new members of the Committee were appointed by the Board of Directors of 10.7.2025 – see a separate announcement by the Company on the matter.

12th: No announcements were made.

 

 

 

 

 

THE BOARD OF DIRECTORS