REGULATED INFORMATION ANNOUNCEMENT - LAW 3556/2007
“KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.”
Regulated Information Announcement – Law 3556/2007
- Election of new members to the Board of Directors in replacement of resigned members and new composition of the Board – New representation of the company.
- Appointment of a new Communications Officer of the Investor Relations Department.
- Election of a new member of the Remuneration & Nominations Committee in replacement of a resigned member.
Alimos, 10 June 2025
In accordance with Article 3, paragraph 1, case (ist) of Law 3556/2007, Articles 3–11 of Law 4706/2020, the applicable Regulations of the Athens Stock Exchange, the Company's Articles of Association, and its Internal Operating Regulation, “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” hereby informs the investing public that, through two successive decisions dated 6.6.2025 (Board Meeting Minutes No. 608 & 609), convened pursuant to Article 13§1 of the Articles of Association concerning enhanced quorum requirements, the Board of Directors elected the following as new members to replace those who had resigned:
a) Mr. Nikitas Sotiropoulos (Vice-President and Non-Executive Member of the Board, and member of the Remuneration & Nominations Committee), and
b) Ms. Charikleia Theodorou (Executive Member of the Board and Communications Officer of the Investor Relations Department).
The replacements are:
- Mr. Ioannis Mouzakis, son of Antonios
- Mr. Georgios Koutsos, son of Nikolaos
The term of the newly elected members shall last for the remainder of their predecessors' four-year term, originally set by the Ordinary General Assembly of 7.8.2023, and extendable automatically until the deadline for convening the Ordinary General Assembly of 2027 and until the relevant decision is taken.
In accordance with the Law and Article 11 §4 of the Articles of Association, this decision of the Board of Directors for the election of new members in replacement of the aforementioned resigned members shall be subject to statutory disclosure and will be submitted for approval to the next General Assembly of shareholders, which may replace the elected members even if such an item is not included on the agenda. The actions taken by the newly elected members shall be deemed valid during the period between their election and any possible replacement by the General Assembly.
Following the above, the Board of Directors was reconstituted as follows (Decision of the Board No. 609/6.6.2025):
- Georgios Koutsos, son of Nikolaos – Executive Member, Chairman of the Board
- Ioannis Mouzakis, son of Antonios – Non-Executive Member, Vice-Chairman of the Board, Deputy to the Chairman for non-executive duties
- Theofanis Kiriacoulis, son of Stavros – Executive Member, CEO, Deputy to the Chairman for executive duties
- Spiridon Kiriacoulis, son of Stavros – Non-Executive Member
- Eleni-Penthesileia Tselenti, daughter of Michail – Independent Non-Executive Member
- Dimitrios Geravelis, son of Georgios – Independent Non-Executive Member
Additionally, under the same decision (Board Meeting No. 609/6.6.2025), Mr. Georgios Koutsos and Mr. Theofanis Kiriacoulis were appointed as the company's legal representatives, pursuant to Article 14 §4 of the Articles of Association, with joint signing authority to bind the company.
Mr. Georgios Koutsos was also appointed as the new Communications Officer of the Investor Relations Department, responsible for communication and fulfilment of corporate obligations towards the Athens Stock Exchange, the Hellenic Capital Market Commission, and other supervisory and administrative authorities.
Finally, under Board Decision No. 608/6.6.2025, Mr. Ioannis Mouzakis, newly appointed Non-Executive Member of the Board, was elected as a new member of the Remuneration & Nominations Committee, replacing Mr. Nikitas Sotiropoulos, thus maintaining the Committee's lawful composition under Article 10 §3 of Law 4706/2020, consisting of three (3) Non-Executive Board Members.
Following this, the Remuneration & Nominations Committee was reconstituted as follows:
- Eleni-Penthesileia Tselenti, Independent Non-Executive Member – Chairwoman
- Dimitrios Geravelis, Independent Non-Executive Member – Member
- Ioannis Mouzakis, Non-Executive Member – Member
The term of the Remuneration & Nominations Committee is aligned with the term of the Board of Directors, i.e. four years from the election of the Board on 7.8.2023, extendable automatically until the deadline for convening the Ordinary General Assembly of 2027 and until the relevant decision is taken.
The above appointments were made in accordance with the recommendation of the Remuneration & Nominations Committee dated 6.6.2025, which proposed the elections and confirmed that the candidates met the suitability criteria under the Company's Suitability Policy, Internal Regulation, and the specific provisions of Article 3 of Law 4706/2020 on corporate governance, as currently in force.