Dear Shareholders,

The present report (hereinafter the “Report”) of the Independent Non-Executive Members of the Board of Directors of “Y/KNOT Invest Société Anonyme” (hereinafter the “Company”) was prepared in application of Article 9 §5 of Law 4706/2020 on the corporate governance of sociétes anonymes, as in force, as well as the relevant guidelines of the Hellenic Capital Market Commission, and is submitted to the convened Annual Regular General Meeting of shareholders jointly by the Independent Non-Executive Members of the Board of Directors (hereinafter the “BoD”).

Board of Directors

The Board of Directors of “Y/KNOT INVEST S.A.” consists of six (6) members, of which two (2) are executive, two (2) are non-executive, and two (2) are independent non-executive. The names and brief curriculum vitae (CVs) of the members of the Board of Directors, as well as the position of each member within it, are available on the Company’s website at the address www.yknot.gr.

The Board of Directors consists of 66.67% (4/6) men and 33.33% (2/6) women. The term of office of the Board of Directors is four years and expires with the election of a new Board of Directors by the Regular General Meeting of the Company’s shareholders in 2029. During 2025, the Board of Directors held 33 meetings with full quorum. All matters related to the responsibilities, operating procedure, and evaluation of the Board of Directors are referenced in the Articles of Association of the Company (Articles 11 to 18), as well as in the Internal Regulation Code of the Company, which are available on the Company’s website at the address www.yknot.gr, as these have been adapted to date based on the applicable legislation and the Code. More specifically, the objective of the Board of Directors is to maximize the financial value of the Company. The following are considered as an assessment of the achievement of this objective:

• The long-term performance of the results.
• The position of the Company in its sector (at a domestic and international level), as defined by its core activity.

For the election of the members of the current Board of Directors, the suitability criteria provided for in the approved Suitability Policy of the Company were taken into account, as well as the requirements of the Law, namely:

• the number of independent non-executive members harmonizes with the requirements of Law 4706/2020,
• there is sufficient gender representation,
• the independence requirements of Article 9 of Law 4706/2020 are met for each of the independent non-executive members, and
• There are no impediments or incompatibilities for any member of the Board of Directors in compliance with the provisions of Law 4706/2020, the applicable Corporate Governance Code, and the Internal Regulation Code of the Company.

This composition of the Company’s BoD has proven suitable for the effective exercise of its responsibilities and balanced decision-making, considering the ethical guarantees of its members, their reputation, their knowledge, their experience, their independence of judgment, and their skills required for the performance of the duties assigned to them. The BoD, which operates effectively with the purpose of serving the long-term strategic goals and the sustainability of the Company, exercises its responsibilities in accordance with the provisions of the legislation on sociétés anonymes and on companies with securities listed on a regulated market, the Articles of Association of the Company, and its Internal Regulation Code. The operation of the BoD complies with the principles and requirements of the Hellenic Corporate Governance Code, which the Company has adopted and implemented.

BoD Committees

A significant part of the contribution of the independent non-executive members of the Company is also made through their participation in the Committees of the BoD. Two Committees have been established, as provided for by Law 4706/2020, namely the Audit Committee and the Remuneration and Nominations Committee (hereinafter “RNC”).

According to the Internal Regulation Code of the Company, which has incorporated the provisions of Article 7 of Law 4706/2020, the main responsibilities of the non-executive members, including the independent non-executive members, are the following:

a) they monitor and examine the Company’s strategy and its implementation, as well as the degree of achievement of its objectives through the applied strategy,

Throughout the financial year, the independent non-executive members of the BoD demonstrated active and substantial participation in the supervision of the Company’s critical strategic matters. Their contribution was not limited to formal approval of the proposed decisions, but extended to their proactive evaluation, through a structured and thorough dialogue within the Board of Directors. Their active involvement in multiple critical issues proved in practice that they had full access to the necessary information, as well as the ability to effectively exercise their supervisory role. Consequently, it is deemed that the said members responded fully and effectively to their obligations and responsibilities, actively contributing to the monitoring and formulation of the Company’s strategic direction.

b) they ensure the effective supervision of the executive members of the Board of Directors, including monitoring and control of their performance regarding the course of implementation of the BoD decisions.

In the context of exercising their supervisory responsibilities, the independent non-executive members of the BoD monitored the performance of the executive members, ensuring compliance with the principles of good corporate governance. The recommendations and proposals of the executive members were the subject of analysis and free exchange of views, with full utilization of the available information, aiming at the balanced representation of the interests of all stakeholders both in the meetings of the BoD and in its individual Committees.

The independent non-executive members consistently monitored the implementation of corporate objectives, while whenever they deemed it necessary, they requested and received additional information and clarifications. At the same time, they were fully informed about the design, conduct, and findings of the internal audits carried out during the period. Regarding the evaluation of the performance of the executive members, it emerged that the executive members responded to their duties with professionalism, diligence, and a clear orientation towards sound management, the protection of corporate property, the achievement of corporate purposes, and value creation. Throughout this process, the executive members demonstrated full transparency and willingness to cooperate, responding immediately to any request for information from the independent non-executive members.

c) they examine and express an opinion regarding the proposals submitted by the executive members to the meetings of the BoD based on existing information.

The total of the recommendations and assessments submitted by the executive members, including those concerning existing or imminent situations of risk, crisis, or potential impact on the financial position of the Company, are placed before the BoD for extensive analysis and discussion. The positions, remarks, and interventions of all members — regardless of their capacity — are recorded in the minutes of the meetings. The same procedure of documentation and transparency is also applied at the level of the BoD Committees, both regarding the matters examined and regarding the keeping of the corresponding minutes. During 2025, the members of both the BoD and the Committees were characterized by active participation, an objective stance, and independent judgment during their meetings. The recommendations and assessments of the executive members underwent substantial and critical processing, without any phenomena of groupthink or unjustified convergence of opinions being observed.

The present Report does not include a reference to matters that were the subject of meetings of the Company’s Board of Directors for which the Audit Committee expressed an opinion during the relevant meetings, given that the latter prepares and submits an Annual Activity Report to the Annual Regular General Meeting of Shareholders. Additionally, the present Report does not include a reference to matters that were the subject of meetings of the Company’s Board of Directors which fall within the responsibilities of the Remuneration and Nominations Committee.

The matters and findings included in the present report were discussed in a meeting of the two independent members of the BoD that took place on 18.05.2026, without the presence of the executive members. In this meeting, the independent non-executive members exchanged views regarding their role and duties, based on their experience to date, recognizing that Corporate Governance constitutes a key pillar of transparency, accountability, and effective supervision in listed companies. Furthermore, the Corporate Governance framework contributes to the successful implementation of the company’s strategy, the enhancement of its competitiveness and growth prospects, as well as the creation of long-term value for all stakeholders and shareholders.

Finally, the independent non-executive members of the Company’s BoD confirm their agreement with the content of the Annual Management Report of the Company’s Board of Directors and the Corporate Governance Statement, which forms an integral part of the said Annual Management Report, has been approved by the Board of Directors on 30.04.2026, and is included in the Annual Financial Report for the financial year ended on 31.12.2025.

In conclusion, taking into account the above, we consider that the independent non-executive members had sufficient information for the examination of the proposals of the executive members, unhindered access to the information required for monitoring the implementation of the corporate strategy and exercising due supervision, and participated with independence of judgment in the discussion of the proposals submitted to the BoD, demonstrating prudence and integrity.

In witness whereof, the present Report was prepared, which we, the authors thereof and Independent Non-Executive Members of the Board of Directors of the Company, sign as follows:

The independent non-executive members of the BoD

Kalliopi Papadopoulou       Christina Korkidi

Kifisia 18 May 2026

ITEM 1: Submission and approval of the Annual Separate and Consolidated Financial Statements for the financial year 1.1–31.12.2025, the relevant Annual Management Report of the Board of Directors and the Independent Certified Auditor’s Audit Report thereon.

The Board of Directors recommends to the General Meeting the approval of the Annual Separate and Consolidated Financial Statements for the financial year 1.1–31.12.2025, together with the relevant Reports and Statements of the Board of Directors and the Certified Auditor’s Audit Report thereon, as approved by the Board of Directors at its meeting of 30.4.2026, published in accordance with the law and available on the Company’s website www.yknot.gr under Financial Information / Group and Parent Company / Financial Statements.

ITEM 2: Approval of the overall management carried out during the financial year 1.1–31.12.2025 pursuant to article 108 of Law 4548/2018 and discharge of the Certified Auditor from any liability pursuant to article 117 of Law 4548/2018.

Following approval of the Annual Financial Statements, the Ordinary General Meeting is invited to approve the overall management of the Company by the Board of Directors and to resolve on the discharge of the Certified Auditor from any liability for damages for the financial year 1.1–31.12.2025.

ITEM 3: Election of an audit firm for the audit of the financial year 2026 and determination of its remuneration.

Following the relevant recommendation of the Company’s Audit Committee, the Board of Directors unanimously proposes the audit firm “BDO Certified Auditors S.A.” (SOEL Reg. No. 173) as auditor for the financial year 1.1.2026–31.12.2026. The audit fee for 2026 shall be determined by decision of Management in accordance with the audit data. For this purpose, it is proposed that the Board of Directors be authorized to conduct the relevant negotiation and to send the written notice-instruction to the elected audit firm within the prescribed deadline. Finally, it is proposed that the fee of EUR 27.500 plus VAT paid to the same audit firm for the statutory audit for 2025 be approved.

ITEM 4: Submission for discussion and advisory vote of the Remuneration Report for the financial year 2025, pursuant to article 112 of Law 4548/2018.

Following a recommendation of the Company’s Remuneration and Nomination Committee, the Board of Directors approved, at its meeting of 30.04.2026, the Remuneration Report for the financial year 2025 and resolved to submit it to the Ordinary General Meeting for discussion in accordance with article 112 of Law 4548/2018. The shareholders’ vote on this item is advisory in nature. The total remuneration received by the members of the Board of Directors during 2025 complies with the Remuneration Policy approved by the Ordinary General Meeting of 10.07.2025 and the Extraordinary General Meeting of 4.11.2025. The Remuneration Report is incorporated in the Corporate Governance Statement, which forms part of the Board of Directors’ Management Report for 2025, is available on the Company’s website www.yknot.gr under Financial Information / Group and Parent Company / Financial Statements, as well as under Management, and will remain available on the corporate website for a period of ten (10) years, as provided by law. The Remuneration Report for 2025 and the detailed information contained therein have been audited and confirmed by the Certified Auditor in accordance with article 112 par. 4 of Law 4548/2018.

ITEM 5: Revision of the existing Remuneration Policy – Approval of a new Remuneration Policy pursuant to articles 110 and 111 of Law 4548/2018.

Pursuant to article 110 par. 2 item c of Law 4548/2018, companies are required to submit the Remuneration Policy for approval by the General Meeting whenever there is a material change in the circumstances under which the approved Remuneration Policy was prepared. The Company’s current Remuneration Policy was approved by resolution of the Extraordinary General Meeting of 4.11.2025. However, by its relevant resolution dated 24.6.2025, the Board of Directors now recommends to the General Meeting that the Company’s Remuneration Policy be revised so that it no longer requires executive members of the Board of Directors to be linked to the Company by a remunerated mandate relationship, nor to describe in detail the terms of any such agreements.

Accordingly, it is proposed that the relevant paragraph of article 3(c) be deleted, as its content does not directly concern the Remuneration Policy but rather matters relating to the legal nature of the relationship between the executive members of the Board of Directors and the Company and the specific terms of their individual agreements. In particular, the reference to the remunerated mandate relationship, the duration of agreements, termination terms, description of duties, confidentiality obligations and avoidance of conflicts of interest concerns corporate governance, company law and contractual matters, which are determined by the relevant decisions of the competent corporate bodies and the individual agreements of the members of the Board of Directors.

Maintaining such references in the Remuneration Policy does not add material information as to the principles, structure and criteria for determining remuneration, while it may create unnecessary restrictions or the need to revise the Policy in the event of changes to the contractual terms or type of cooperation relationship of specific members of the Board of Directors with the Company. For reasons of clarity, flexibility and focus on the subject matter required by Law 4548/2018 for the Remuneration Policy, it is considered appropriate to delete the said paragraph.

Finally, for the avoidance of doubt, it is proposed that paragraphs (e) and (g) of article 3 of the Remuneration Policy be reworded so that it is absolutely clear that the capacity of Chair of the Audit Committee and Chair of the Remuneration and Nomination Committee entails remuneration of six thousand euros (EUR 6.000) and three thousand euros (EUR 3.000), respectively, in addition to the remuneration determined by virtue of membership of those Committees. Therefore, the revision and approval of a new Remuneration Policy by the convened annual Ordinary General Meeting of 16 July 2026 is required by law. The proposed revised Remuneration Policy of the Company is available in draft form on the Company’s website www.yknot.gr under Shareholders’ Rights / Information.

ITEM 6: Announcement of the election of a new member of the Board of Directors in replacement of a resigned member, pursuant to the resolution of the Board of Directors dated 23.6.2026, or election of another person to that position for the period until the expiry of the term of office of the Board of Directors, pursuant to article 82 par. 1 of Law 4548/2018 and article 11 par. 4 of the Articles of Association regarding the Board of Directors.

1.BACKGROUND AND APPLICABLE LEGAL FRAMEWORK

On 22.6.2026, the independent non-executive member of the Board of Directors, Calliope Papadopoulou, submitted her resignation and, at its meeting of 23.6.2026, the Board of Directors elected Ms. Vasiliki Andreadi, of Dimitrios, as a new independent non-executive member of the Board of Directors in replacement of the resigned member. The term of office of the new member was set for the remaining period until completion of the term of office of the Board, namely four years from the date of its election by the Ordinary General Meeting of 10.7.2025, automatically extendable until the expiry of the deadline within which the Ordinary General Meeting for the year 2029 must convene and until the relevant resolution is adopted. The acts of the above elected members are deemed valid during the period between her election and any replacement by the convened annual Ordinary General Meeting.

The election of the above new member of the Board of Directors in replacement of the resigned member was made in accordance with the recommendation dated 23.6.2026 of the Remuneration and Nomination Committee, which proposed her election and established that she meets the suitability criteria in accordance with the Company’s Suitability Policy, its Rules of Operation and the specific provisions of article 3 of Law 4706/2020 on corporate governance, as in force.

In accordance with the law and article 11 par. 4 of the Articles of Association, the above resolution of the Board of Directors on the election of a new member in replacement of the resigned member (Board minutes no. 650) has been submitted to the publicity formalities required by law, while the curriculum vitae of the new Board member and the full text of the relevant recommendation of the Remuneration and Nomination Committee have also been posted on the Company’s website.

As a result, at the same meeting of 23.6.2026 (minutes no. 650), the Board of Directors was constituted as follows:

1.Rigas Tzortzis, Chair, non-executive member,

2. Georgios Koutsos, executive member, Chief Executive Officer and deputy of the Chair in relation to his non-executive duties,
3. Ioannis Mouzakis, Deputy Chief Executive Officer, executive member,
4. Panagiotis Tzortzis, non-executive member,
5. Christina Korkidi, independent non-executive member,
6. Vasiliki Andreadi, independent non-executive member.

Following the above, the resolution of the Board of Directors dated 23.6.2026 on the election of a new member in replacement of the resigned member is announced for approval to the convened annual Ordinary General Meeting of shareholders of 16.7.2026, which may either approve the above election or elect another person as member of the Board of Directors for the period until the expiry of the term of office of the existing Board of Directors, which has been set at four years as above.

2.PROPOSAL OF THE BOARD OF DIRECTORS AND CONFIRMATION OF SUITABILITY CRITERIA

The Board of Directors naturally proposes to the convened annual Ordinary General Meeting of shareholders of 16.7.2026 not to elect another person in the place of the above elected Vasiliki Andreadi and to approve her election as member of the Board of Directors in accordance with the resolution of the Board of Directors dated 23.6.2026 (Board minutes no. 650). In this context, it informs the General Meeting that the Remuneration and Nominations Committee confirmed that, with the election of Ms. Vasiliki Andreadi in replacement of Ms. Calliope Papadopoulou, all requirements and provisions of Law 4706/2020 on adequate gender representation on the Board of Directors and the legally required number of independent non-executive members are fully met, no impediments under article 3 par. 4 of Law 4706/2020 apply to Ms. Andreadi the Board members continue to possess the necessary training, skills, moral standing, reputation, integrity, independence of judgement and experience; and no impediment, incompatibility or conflict of interest exists in relation to Ms. Andreadi.

At the same meeting on 23.6.2026, the Remuneration and Nominations Committee also established that the new member of the Board of Directors, Vasiliki Andreadi, possesses the necessary elements required by the Company’s Suitability Policy, namely professional training, experience, adequate knowledge and skills, moral standing and reputation, independence of judgement, absence of conflict of interest and the ability to devote sufficient time to the performance of her duties. In addition to Ms. Andreadi’s individual suitability, the Committee also established that, at collective level, following her election, the members of the Board of Directors, through their combination and diversity of knowledge, experience, backgrounds and gender, meet the criterion of collective suitability within the meaning of the Company’s Suitability Policy.

ITEM 7: Announcement of the election of a new member of the Audit Committee in replacement of a resigned member, pursuant to the resolution of the Board of Directors dated 23.6.2026, or election of another person to that position for the period until the expiry of the term of office of the Board of Directors, pursuant to article 44 par. 1(f) of Law 4449/2017.

The Chair of the Audit Committee, Ms. Calliope Papadopoulou, resigned with effect from 22.6.2026 and, at its meeting of 23.6.2026, the Board of Directors appointed Ms. Vasiliki Andreadi, of Dimitrios, as a new member of the Audit Committee in replacement of the resigned member. By the same resolution, the Audit Committee appointed Ms. Vasiliki Andreadi as its Chair, in accordance with article 44 par. 1(e) of Law 4449/2017, as in force, and was constituted as follows:

– Vasiliki Andreadi, independent non-executive Board member, Chair,

– Christina Korkidi, independent non-executive Board member, Member,

– Rigas Tzortzis, Chair and non-executive Board member, Member.

Accordingly, the Audit Committee retains its composition required by law, consisting of three (3) non-executive Board members, of whom two (2) are independent non-executive members. The term of office of the Audit Committee has been set equal to the term of office of the Board of Directors, namely four years from the date of its election on 10.7.2025, automatically extendable until the expiry of the deadline within which the Ordinary General Meeting for the year 2029 must convene and until the relevant resolution is adopted.

Pursuant to article 44 par. 1(f) of Law 4449/2017, the convened annual Ordinary General Meeting of 16.7.2026 may either approve the election of Ms. Vasiliki Andreadi as Chair of the Audit Committee or elect another person for the period until the expiry of its term of office. The Board of Directors naturally proposes that the General Meeting does not elect another person in her place and approves her election as Chair of the Audit Committee by virtue of the resolution of the Board of Directors dated 23.6.2026. This proposal is submitted following the recommendation of the Remuneration and Nominations Committee dated 23.06.2026, according to which the requirements of article 44 of Law 4449/2017 regarding the composition of the Audit Committee are fully met.

ITEM 8: Approval of remuneration and other benefits paid to the members of the Board of Directors during the financial year 2025, determination of their amount for the financial year 2026 and advance payment thereof until the Ordinary General Meeting of 2027, pursuant to article 109 of Law 4548/2018.

Following a recommendation of the Company’s Remuneration and Nomination Committee, the Board of Directors proposes that the General Meeting approve the total remuneration, expenses and all kinds of compensation paid during 2025 to its members for the performance of their duties, in accordance with the resolution of the Ordinary General Meeting dated 10.07.2025 and the applicable Remuneration Policy, as set out in the table below:

B. Furthermore, and following the recommendation of the Company’s Remuneration & Nominations Committee, the Board of Directors proposes to the General Meeting to approve the payment of the total remuneration, general expenses, and compensation of any nature to its members for the performance of their duties during the current financial year 2026, as these fees had been pre-approved by the decision of the Annual General Meeting dated 10.07.2025 (with the exception of the remuneration of Mr. Panagiotis Tzortzis, whose election took place subsequently, via the Board of Directors’ decision dated 3.11.2025, and was approved by the Extraordinary General Meeting on 4.11.2025 in accordance with Article 82, paragraph 1 of Law 4548/2018). In all cases, the remuneration paid is compliant with the applicable Remuneration Policy, as follows:

(a) regarding Georgios Koutsos, it is proposed to approve the payment of remuneration amounting to fifty thousand euros (€50.000) per annum, pro rata for the period from 1.1.2026 to 16.7.2026,

(b) regarding Ioannis Mouzakis, it is proposed to approve the payment of remuneration amounting to fifty thousand euros (€50.000) per annum, pro rata for the period from 1.1.2026 to 16.7.2026,

(c) regarding Rigas Tzortzis, it is proposed to approve the payment of remuneration amounting to thirty-four thousand euros (€34.000) per annum, pro rata for the period from 1.1.2026 to 16.7.2026,

(d) regarding Panagiotis Tzortzis, it is proposed to approve the payment of remuneration amounting to ten thousand euros (€10.000) per annum, pro rata for the period from 1.1.2026 to 16.7.2026,

(e) regarding Christina Korkidi, it is proposed to approve the payment of remuneration amounting to nineteen thousand euros (€19.000) per annum, pro rata for the period from 1.1.2026 to 16.7.2026, and

(f) regarding Kalliopi Papadopoulou, it is proposed to approve the payment of remuneration amounting to twenty-eight thousand euros (€28.000) per annum, pro rata for the period from 1.1.2026 to 22.6.2026, the date on which she tendered her resignation as an independent non-executive member of the Board of Directors and Chair of the Audit Committee and the Remuneration & Nominations Committee.

C. Additionaly, the General Meeting is invited to determine the amount of remuneration and other benefits to the members of the Board of Directors, in accordance with the Law, the newly proposed for approval Remuneration Policy of the Company, and the Articles of Association, during the current financial year and until the Annual General Meeting of the year 2026, pursuant to the specific provisions of Article 109 of Law 4548/2018.

Specifically, the following remunerations are proposed:

(a) regarding Georgios Koutsos, it is proposed to pre-approve remuneration amounting to fifty thousand euros (€50.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of executive member of the Board of Directors,

(b) regarding Ioannis Mouzakis, it is proposed to pre-approve remuneration amounting to fifty thousand euros (€50.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of executive member of the Board of Directors,

(c) regarding Rigas Tzortzis, it is proposed to pre-approve remuneration (i) amounting to twenty-five thousand euros (€25.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of Chairman of the Board of Directors, (ii) an additional six thousand euros (€6.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of member of the Audit Committee, and (iii) an additional three thousand euros (€3.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of member of the Remuneration & Nominations Committee, i.e., a total of thirty-four thousand euros (€34.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains each of the aforementioned capacities,

(d) regarding Panagiotis Tzortzis, it is proposed to pre-approve remuneration amounting to ten thousand euros (€10.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as he retains the capacity of non-executive member of the Board of Directors,

(e) regarding Christina Korkidi, it is proposed to pre-approve remuneration (i) amounting to ten thousand euros (€10.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as she retains the capacity of independent non-executive member of the Board of Directors, (ii) an additional six thousand euros (€6.000) per annum, pro rata for the period from 16.7.2026 onwards, and for as long as she retains the capacity of member of the Audit Committee thereof, and (iii) an additional three thousand euros (€3.000) per annum, pro rata for the period from 16.7.2025 onwards, and for as long as she retains the capacity of member of the Remuneration & Nominations Committee, i.e., a total of nineteen thousand euros (€19.000) per annum, from 16.7.2026 onwards, and for as long as she retains each of the aforementioned capacities, and

(f) regarding Vasiliki Andreadi, it is proposed to pre-approve remuneration (i) amounting to ten thousand euros (€10.000) per annum, pro rata for the period from 23.6.2026 onwards, and for as long as she retains the capacity of independent non-executive member of the Board of Directors, (ii) an additional twelve thousand euros (€12.000) per annum, pro rata for the period from 23.6.2026 onwards, and for as long as she retains the capacity of Chair of the Audit Committee, and (iii) an additional six thousand euros (€6.000) per annum, pro rata for the period from 23.6.2026 onwards, and for as long as she retains the capacity of Chair of the Remuneration & Nominations Committee, i.e., a total of twenty-eight thousand euros (€28.000) per annum, from 23.6.2026 onwards, and for as long as she retains each of the aforementioned capacities.

Finally, it is proposed to pre-approve the payment of various travel, transport, and representation expenses in general to members of the Board of Directors (such as mobile telephony expenses, any mandatory insurance contributions, the use of Company cars and the payment of their operating expenses) during the current financial year 2026 and until the Annual General Meeting of the year 2027. The relevant amounts will be included in the Remuneration Report of the members of the Board of Directors for the financial year 2026, which will be disclosed to the shareholders in accordance with the law.”

ITEM 9: Granting permission to the members of the Board of Directors and the Company’s directors, pursuant to article 98 of Law 4548/2018, to participate in boards of directors or in the management of other companies belonging to the Company’s Group and pursuing similar or related purposes.

The Board of Directors recommends that permission be granted, pursuant to article 98 par. 1 of Law 4548/2018, to the members of the Board of Directors and the Company’s senior executives to participate in Boards of Directors or in the management of companies belonging to the Company’s group and pursuing similar or related purposes, as well as to participate as general partners, sole shareholders or partners in the above companies.

ITEM 10: Submission of the Audit Committee Activity Report for the financial year 2025 pursuant to article 44 of Law 4449/2017 and of the Report of the Independent Non-Executive Members of the Board of Directors pursuant to article 9 of Law 4706/2020.

Pursuant to article 44 par. 1(i) of Law 4449/2017, as in force, the Company’s Audit Committee submits to the annual Ordinary General Meeting the Activity Report for 2025, which is incorporated in the Corporate Governance Statement, forms part of the Board of Directors’ Management Report for 2025 and is available on the Company’s website www.yknot.gr under Financial Information / Group and Parent Company / Financial Statements, as well as under Management.

Pursuant to article 9 par. 5 of Law 4706/2020, the Report of the Independent Non-Executive Members of the Board of Directors for 2025 is also submitted for the information of the General Meeting and is available on the Company’s website under Shareholders’ Rights.

This item does not require a resolution and is not put to a vote.

ITEM 11: Granting authorization to the Board of Directors to increase the Company’s share capital in accordance with article 24 par. 1 item b of Law 4548/2018 and article 7 of the Articles of Association, and to restrict or exclude pre-emptive rights in accordance with article 27 par. 4 of Law 4548/2018.

The Board of Directors recommends that the General Meeting grant to the Board of Directors, pursuant to article 24 par. 1 item b of Law 4548/2018 and article 7 of the Articles of Association, for a period of five (5) years from the date of the resolution of the convened annual Ordinary General Meeting, the authority to resolve upon an increase of the Company’s share capital by an amount not exceeding three times the paid-up share capital existing on that date, namely up to EUR 68,356,440 in nominal capital, through the issuance of new common registered voting shares, as well as the authority to restrict or exclude pre-emptive rights in the context of such share capital increase, pursuant to article 27 par. 4 of Law 4548/2018, and generally to carry out every necessary or appropriate act for the implementation of the increase, including the relevant amendment of the Company’s Articles of Association.

The proposed authorization is considered necessary for the Company to maintain the required flexibility, considering the particularities of the shipping sector and the dynamics of the international markets in which it operates. The ability to raise capital quickly may support the timely exploitation of investment opportunities, renewal or strengthening of the fleet and enhancement of the Company’s capital structure under conditions of volatility in freight and financing markets. The authorization does not entail a share capital increase but enables the Board of Directors, if it deems it appropriate and in the corporate interest, to decide on such an increase within the limits set by the General Meeting and in accordance with applicable law and the Articles of Association.

Furthermore, granting to the Board of Directors the authority to exclude or restrict pre-emptive rights facilitates the entry of strategic and/or institutional investors who may materially contribute to strengthening the Company’s capital base and supporting its long-term growth strategy, while also enhancing access to international capital markets. In any event, the exercise of this authority by the Board of Directors is subject to the strict condition that it serves the corporate interest and takes place in accordance with the principles of transparency, sound management and equal treatment of shareholders. The Board of Directors will specifically and adequately justify each decision to restrict or exclude pre-emptive rights.

ITEM 12: Amendment of the Share Buyback Program.

By resolution of the Extraordinary General Meeting of shareholders dated 4.11.2025, a Share Buyback Program was established pursuant to article 49 of Law 4548/2018 and the Board of Directors was authorized to take all required actions for its implementation. Under the relevant terms of the Program, the maximum number of shares that the Company could acquire was existing common registered shares issued by the Company, corresponding to up to 10% of its paid share capital, namely 759.516 shares. The same provision was maintained in the resolution of the Board of Directors dated 06/05/2026 which resolved on the commencement of the Program.

In this respect, the Board of Directors recommends to the General Meeting that the Company be able to acquire own shares under the Program up to 10% of the Company’s paid-up share capital from time to time. Determining the maximum limit by reference to the Company’s paid-up capital from time to time, rather than the paid-up capital on the date of the relevant resolution of the Extraordinary General Meeting of 4.11.2025, is consistent with article 49 par. 2 item a of Law 4548/2018 and is considered necessary in order to ensure the operational effectiveness of the Program throughout its duration and until its expiry on 3/11/2027.

The Company’s capital structure may change during the term of the Program, indicatively due to share capital increases, corporate actions or other changes in the number of shares. Linking the maximum limit to the total number of shares from time to time ensures that the buyback program remains proportional and compatible with the Company’s shareholder base at any time, avoiding distortions that could arise from subsequent corporate actions. This arrangement also enhances the flexibility of the Program, enabling the Board of Directors to implement it in a manner consistent with market conditions and the Company’s capital management strategy, to the benefit of the Company and its shareholders.

Following the above, the characteristics of the proposed amended Share Buyback Program are as follows: maximum number of shares: existing common registered shares issued by the Company corresponding to up to 10% of its paid-up share capital from time to time; duration of the Program: 24 months from the day following the Extraordinary General Meeting of shareholders of 4.11.2025; purchase price range: between EUR 0.60 minimum, equal to the nominal value of the share, and EUR 8.00 maximum per own share; financing of the Program: exclusively through free cash flows and other available funds of the Company.

The Program is proposed to be established for the pursuit and implementation of any lawful purpose, including the free allocation of shares to members of the Board of Directors and persons connected with the Company by an employment relationship who provide services to the Company on a regular basis, as well as to its affiliated companies within the meaning of article 32 of Law 4308/2014, and in accordance with the applicable legislative and regulatory framework, including articles 49 and 50 of Law 4548/2018, Regulation (EU) No 596/2014 on market abuse and Commission Delegated Regulation (EU) 2016/1052.

Accordingly, the General Meeting of shareholders is invited to approve the amendment of the Program as set out above and to authorize the Board of Directors of the Company to take all required actions for the implementation of the above.

ITEM 13: Miscellaneous announcements.

This item includes announcements on matters that the Board of Directors wishes to bring to the attention of the Meeting, but which do not require the adoption of a resolution and are not put to a vote.

She joined Deloitte Business Solutions S.A. in 2000 and served as Chief Compliance Officer from 2017 to 2026 and as Deputy Chief Risk Officer from 2021 to 2026, with responsibility for the design and oversight of compliance, corporate governance, internal control and enterprise risk management frameworks. Since 2024, she has led the Anti-Money Laundering (AML) function for Deloitte North and South Europe, coordinating related activities across 19 countries. Prior to these roles, she served as Senior Legal Counsel, specializing in corporate law, commercial contracts and mergers and acquisitions (M&A), as well as Tax Manager, focusing on domestic and international tax planning matters. She possesses extensive experience in corporate governance, regulatory compliance, risk management and internal control systems.

Ms. Andreadi holds an LL.B. from the National and Kapodistrian University of Athens, an M.Sc. in Business for Lawyers from ALBA Graduate Business School and a Postgraduate Specialization in Tax Law from the Department of Economics of the National and Kapodistrian University of Athens. She is a Certified Fraud Examiner (CFE) and a graduate of The Boardroom Board Education Program. She is also a member of the ESG Committee of the Hellenic Federation of Enterprises (SEV) and serves as Second Vice Chair of the Board of Directors of the Hellenic Compliance Professionals Association (SEKASE).

 SOLE ITEM: Proposal for the replacement of the resigned member of the Board of Directors.

The following members of the Remuneration and Nomination Committee attended the meeting:

1. Rigas Tzortzis, son of Theodoros – Member
2. Christina Korkidi, daughter of Vasileios – Member

The Independent Non-Executive Member of the Board of Directors and Chairwoman of the Committee, Ms. Kalliopi Papadopoulou, was absent following her resignation.

Consequently, a quorum was constituted in accordance with Article 8 §2 of the Committee’s Internal Regulation, and the Committee commenced its session with the aforementioned members present.

Mr. Tzortzis took the floor and referred to the resignation letter dated June 22, 2026, submitted by the Independent Non-Executive Member of the B.o.D. and Chairwoman of the Remuneration and Nomination Committee as well as the Audit Committee, Ms. Kalliopi Papadopoulou, which has been received by the Chairman of the B.o.D.

Subsequently, the members referred to the Internal Regulation of the Remuneration and Nomination Committee, the Corporate Governance Code adopted and implemented by the Company, as well as the general regulatory framework currently in force for listed companies. Pursuant to the said framework, this Committee is vested with the competence to propose candidate members to the Board of Directors for the replacement of resigned members, and to substantiate that the proposed individuals fulfill all criteria provided for by the Law and the Suitability Policy implemented by the Company.

Furthermore, the Company maintains a succession plan, which serves the principles and best practices of corporate governance. In the context of implementing said plan, the Committee members propose that the Committee recommend to the Board of Directors the replacement of the resigned Independent Non-Executive Member of the Board of Directors as follows:

The resigned Independent Non-Executive Member of the B.o.D. and Chairwoman of the Audit Committee as well as the Remuneration & Nomination Committee shall be replaced by Ms. Vasiliki Andreadi, of Dimitrios and Efthymia, born in 1975 in Athens, Attica, holder of Identity Card No. 574493, Tax Registration No. 056502523 / Athens KE.FO.D.E. Tax Office, likewise as an Independent Non-Executive Member of the B.o.D. and member of the said Committees. Furthermore, the Committee proposes that Ms. Andreadi assumes the position of Chairwoman of the Audit Committee, as well as Chairwoman of the Remuneration and Nomination Committee.

The members of the Committee state that Ms. Andreadi meets the suitability criteria, in compliance with the Company’s active Suitability Policy, and is a person of recognized standing, possessing adequate knowledge, qualifications, skills, and experience, an outstanding professional career, independence of judgment, guarantees of integrity and ethos, and a good reputation.

In particular, the curriculum vitae (CV) of Ms. Andreadi is as follows:

“Ms. Vasiliki Andreadi is an Attorney-at-Law before the Court of Appeals with 25 years of professional experience. She possesses extensive specialization in the fields of Corporate Governance, Risk Management, and Regulatory Compliance, acquired during her long professional tenure within Deloitte’s international network of professional services.

During her 25-year career at Deloitte Business Solutions S.A., she served as Chief Compliance Officer from 2017 to 2026 and Deputy Chief Risk Officer from 2021 to 2026, with responsibility for the design and oversight of regulatory compliance frameworks, corporate governance, internal control systems, and enterprise risk management. Since 2024, she led the Anti-Money Laundering (AML) sector for Deloitte North and South Europe, coordinating relevant activities across 19 countries. Previously, she served as Senior Legal Counsel specializing in corporate law, commercial contracts, and mergers and acquisitions (M&A), as well as Tax Manager focusing on domestic and international tax planning. She possesses significant experience in corporate governance, regulatory compliance, risk management, and internal control systems.

Ms. Andreadi holds a Bachelor of Laws (LL.B.) from the National and Kapodistrian University of Athens, a Master of Science (M.Sc.) in Business for Lawyers from ALBA Graduate Business School, and a postgraduate specialization in Tax Law from the Department of Economics of the National and Kapodistrian University of Athens. She is a Certified Fraud Examiner (CFE) and a graduate of the Board Education Program of “The Boardroom” organization. She is also a member of the ESG Committee of the Hellenic Federation of Enterprises (SEV) and Second Vice-President of the Board of Directors of the Greek Association of Compliance Professionals (SEKASE).”

In view of the above, the Committee deems Ms. Andreadi’s experience to be invaluable for the purposes of the Company’s business activities, thereby justifying her candidacy as a (non-executive) member of the Board of Directors of the Company.

It is further established that Ms. Andreadi meets all the requisite elements mandated by the Company’s Suitability Policy (which is uploaded on the Company’s website), namely professional training, experience, adequacy of knowledge and skills, guarantees of ethos and reputation, independence of judgment, absence of conflict of interest, as well as the availability of sufficient time for the execution of her duties.

Specifically, regarding the assumption of her duties as Chairwoman of the Audit Committee and the Remuneration & Nomination Committee, the Committee establishes that Ms. Andreadi possesses extensive experience in corporate governance, regulatory compliance, and risk management, as well as sufficient knowledge of the broader financial and auditing environment stemming from her 25-year tenure at Deloitte (including her service as Tax Manager). This expertise, combined with her certification as a Certified Fraud Examiner (CFE), guarantees the effective leadership of the Committees and the fulfillment of her duties as Chairwoman thereof.

Beyond the individual suitability of Ms. Andreadi as detailed above, it is established that upon her election, at a collective level, the members of the B.o.D., through the combination and diversity of knowledge, experience, backgrounds, and gender, fulfill the criterion of Collective Suitability within the meaning of the Company’s Suitability Policy. In particular, the proposed new composition of the B.o.D. fully covers the proper and effective discharge of its duties and competences, reflects the size, organization, and operational model of the Company—which demands speed and flexibility due to the nature of its activity—and is characterized by a diversity of knowledge, skills, qualifications, and experience; elements that can decisively contribute to the further promotion and achievement of the Company’s business objectives and plans.

In this regard, the detailed CV of the proposed candidate, copies of academic degrees, certificates of employment history, a statutory declaration submitted by the candidate, as well as information from public sources, were taken into consideration.

In view of the above, the Committee unanimously resolves to propose to the B.o.D. the replacement of its resigned member as set forth above.

The Committee also establishes that, following the proposed replacement of Ms. Kalliopi Papadopoulou by Ms. Vasiliki Andreadi:

(a) The requirements and provisions of Law 4706/2020 regarding adequate gender representation on the Board of Directors and the legally mandated number of independent non-executive members thereof are fully met.

(b) No impediments or disqualifications under Article 3, paragraphs 4 and 5 of Law 4706/2020 exist in the person of Ms. Andreadi, and the Company has received her relevant statutory declaration to this effect.

(c) The members of the B.o.D. will continue to possess theoretical training, skills and abilities, guarantees of ethos, reputation, and integrity, independence of judgment, and experience required for the performance of the duties to be assigned to them.

(d) No impediment or incompatibility exists in the person of Ms. V. Andreadi under the provisions of Law 4706/2020, the Articles of Association, the Internal Regulation of the Company, the applicable Corporate Governance Code, and the Suitability Policy, nor does any issue of conflict of interest arise between Ms. Andreadi and the interests of the Company.

(e) The requirements of Article 44 of Law 4449/2017 (as in force) regarding the composition of the Audit Committee are fully met, given that Ms. Andreadi, as the proposed Chairwoman, possesses proven sufficient familiarity with the Committee’s scope of activities, while the legally mandated specialized knowledge and experience in accounting and auditing is fully covered at a collective level by the other members of the Audit Committee.

There being no other business to discuss, this meeting of the Committee is hereby adjourned.

In witness whereof, these minutes were drafted, read, confirmed, and are signed as follows:

The Members

Item 1: Share Capital Increase with Pre-emptive Rights in Favor of Existing Shareholders through Cash Payment and the issuance of new common registered voting shares. Amendment of Article 5 of the Articles of Association regarding Share Capital. Granting Authorizations.

 The Company’s Board of Directors, having taken into consideration the current developments in the industry in which the Company operates, market prospects, as well as the strategic directions of Management, proposes to the General Meeting of Shareholders the raising of total capital up to the amount of €22,800,000 through a share capital increase of the Company up to €22,800,000 by cash payment, with Pre‑emptive Rights in favor of existing Shareholders, through the issuance of up to 38,000,000 new common, dematerialized, registered voting shares, each with a nominal value of €0.60 (the “New Shares”) (the “Increase”), in accordance with the specific terms set out below:

1.1 Possibility of partial coverage of the Increase

For reasons of flexibility, it is proposed that the Increase may be partially covered, in accordance with Article 28 of Law 4548/2018, as currently in force.

1.2 Offering Price

To allow the Company to take advantage of the most appropriate market conditions, the Board of Directors proposes the General Meeting of Shareholders:

(a) that the General Meeting grant authorization to the Board of Directors to determine the offering price of the New Shares (the “Offering Price”) within a period not exceeding one year from the date of the relevant resolution of the General Meeting, in accordance with Article 25 para. 2 of Law 4548/2018,
(b) that the Offering Price may be higher than the stock market price of the Company’s existing shares at the time of the detachment of the pre‑emptive rights,
(c) that any difference between the nominal value of the New Shares and the Offering Price be credited to the Company’s equity account “Share premium”, and
(d) that no fractional shares be issued.

1.3 Right of pre‑subscription for any unsubscribed New Shares

The Board of Directors also proposes that the General Meeting grant existing shareholders who fully exercise their pre‑emptive rights in the Increase the right to pre‑subscribe for the acquisition of any unsubscribed New Shares on a proportional basis, in accordance with Article 8 (e), second subparagraph of Law 3461/2006.

Furthermore, in the event that the total amount of the Increase is not fully covered despite the exercise of pre‑emptive rights and pre‑subscription rights, the Board of Directors should be authorized, pursuant to Article 26 para. 4 of Law 4548/2018, as in force, to dispose of any unsubscribed shares at its discretion.

1.4 Deadline and Procedure for Exercising Pre‑emptive Rights. Timeline of the Share Capital Increase

The Board of Directors proposes to the General Meeting of Shareholders that the period for exercising the Pre‑emptive Rights be fourteen (14) days from the above decision of the Board of Directors determining the offering price of the New Shares in accordance with Article 25 para. Law 4548/2018, and that such period may be extended by decision of the Board of Directors of the Company, subject to compliance with the deadline for payment of the Increase.

The Board of Directors further proposes that the General Meeting of Shareholders grant authorization to the Board of Directors to determine the date of detachment of the pre‑emptive rights, the period during which the pre‑emptive rights will be traded, as well as all details relating to the pre‑emptive and pre‑subscription rights, all technical and procedural terms related to the pre‑subscription right, the method of exercising such right, and, more generally, to take all necessary actions and regulate the details for the Increase and the listing of the New Shares for trading on the Athens Stock Exchange (the “ATHEX”), including, among others, the preparation of a Document pursuant to Annex IX of Regulation (EU) 2017/1129, with the right to sub‑delegate to any member of the Board or any employee of the Company.

1.5 Amendment of Article 5 of the Articles of Association regarding Share Capital

The Board of Directors proposes that the General Meeting of Shareholders approve the amendment of Article 5 of the Articles of Association on share capital, so that it reflects the Company’s share capital following completion of the Increase, and that authorization be granted to the Company’s Board of Directors to take care of the certification of payment of the Increase in accordance with Article 20 para. 6 of Law 4548/2018, to adjust Article 5 of the Articles of Association to the final amount of the share capital, and to carry out all necessary actions and filings.

In accordance with the above, the General Meeting of Shareholders is called upon:

(a) to resolve the raising of capital up to a total amount of €22,800,000 through a share capital increase of the Company up to €22,800,000, by cash payment, with Pre‑emptive Rights in favor of existing Shareholders, with the possibility of partial coverage pursuant to Article 28 of Law 4548/2018, through the issuance of up to 38,000,000 new common, dematerialized, registered voting shares, each with a nominal value of €0.60, in accordance with the specific terms set out below:

(i) a fourteen (14) ‑day period for exercising Pre‑emptive Rights, commencing from the decision of the Board of Directors determining the offering price of the New Shares pursuant to Article 25 para. 2 of Law 4548/2018, which period may be extended by decision of the Company’s Board of Directors, subject to compliance with the deadline for payment of the Increase,

(ii) that existing shareholders of the Company who have fully exercised their pre‑emptive rights in the Increase be granted the right to pre‑subscribe for the acquisition of any unsubscribed New Shares, on a proportional basis, in accordance with Article 8 (e), second subparagraph, of Law 3461/2006, and, in the event that the Increase amount is not fully covered despite the exercise of pre‑emptive and pre‑subscription rights, that the Board of Directors be authorized, in accordance with Article 26 para. 4 of Law 4548/2018, as in force, to dispose of any unsubscribed shares at its discretion,

(iii) that the Offering Price may be higher than the stock market price of the Company’s existing shares at the time of detachment of the pre‑emptive right,

(iv) that any difference between the nominal value of the New Shares and the Offering Price be credited to the Company’s equity account “Share premium”,
(v) that no fractional shares be issued, and
(vi) that the payment deadline may not exceed four (4) months, in accordance with Articles 20 para. 2 and 25 paras. 2 of Law 4548/2018, with the expiry of such deadline to be specified by the Board of Directors.

(b) To authorize the Board of Directors:

(i) determine the offering price of the New Shares within a period that shall not exceed one year from the date of the relevant resolution of the General Meeting, in accordance with Article 25 para. 2 of Law 4548/2018,

(ii) to determine the date of detachment of the pre‑emptive right, the period during which the pre‑emptive rights will be traded, as well as all details regarding the pre‑emptive and pre‑subscription rights, all technical and procedural terms relating to the pre‑subscription right, the method of its exercise, and, more generally, to take all necessary actions and regulate all details for the Increase and the listing of the New Shares for trading on the Athens Stock Exchange (the “ATHEX”), including, among others, the preparation of a Document in accordance with Annex IX of Regulation (EU) 2017/1129, with the right of sub‑delegation to any member of the Board or to any employee of the Company, and

(iii) to enter into the necessary agreements or contracts with intermediaries, arranging, coordinating or managing banks and/or other investment services firms.

(c) to resolve the amendment of Article 5 of the Articles of Association regarding share capital, so that it reflects the Company’s share capital following completion of the Increase, and to grant authorization to the Company’s Board of Directors to adjust Article 5 of the Articles of Association to the final share capital amount and to carry out all necessary acts and filings.

Item 2: Amendment of Articles 1, 2, 11 and 13 of the Articles of Association and Codification Thereof

1. Amendment of Article 1 of the Articles of Association regarding the corporate name

The General Meeting of Shareholders of 4 November 2025 resolved to change the corporate name of the Company to “Y/KNOT Invest S.A.” from “Kiriacoulis Mediterranean Cruises Shipping S.A.”, with the purpose of aligning the corporate identity with the Company’s new business profile and strategic reorganization.

In the context of enhancing transparency and highlighting the historical continuity of the Company as a legal entity, it is proposed that the Company’s long-standing presence and trajectory in the Greek and international market under its historic corporate name be acknowledged and that a reference to this name be included in Article 1 of the Articles of Association.

The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548/2018 and the terms of the Athens Stock Exchange Rulebook and will be accompanied by any necessary approvals from the competent authorities.

2. Amendment of Article 2 of the Articles of Association regarding the Company’s registered seat

The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 2 of the Articles of Association so that the registered seat of the Company be transferred to the Municipality of Kifisia.

The transfer of the registered seat serves the corporate interest, as it enhances operational efficiency by reducing operating costs and contributes to the long‑term sustainable development of the Company.

The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548/2018, and will be accompanied by any necessary approvals from the competent authorities.

3. Amendment of Article 11 of the Articles of Association regarding the number of members of the Board of Directors

The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 11 of the Articles of Association, so that the minimum number of members of the Board of Directors increases from three (3) to six (6), and the maximum number of members increases from seven (7) to eleven (11).

The Board of Directors considers this amendment necessary to strengthen corporate governance, ensure alignment with best practices, and enhance the effective functioning of the Company’s management, particularly during periods of growth or complex projects.

The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548/2018 and the terms of the Athens Stock Exchange Rulebook and will be accompanied by any necessary approvals from the competent authorities.

4. Amendment of Article 13 of the Articles of Association regarding quorum of the Board of Directors

The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 13 of the Articles of Association so that the Board of Directors shall have quorum when half plus one of its members are present or represented.

It is noted that under the current provision a quorum of 5 members is required for decision‑making in the existing six‑member Board of Directors.

Consequently, the proposed amendment is considered necessary to ensure that the meetings of the body can be held smoothly and with sufficient participation for the adoption of valid resolutions.

The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548/2018 and the terms of the Athens Stock Exchange Rulebook and will be accompanied by any necessary approvals from the competent authorities.

The proposed amended Articles of Association to be approved are available in draft form on the Company’s website, www.yknot.gr, under the section “Shareholders’ Rights / Information”.

In accordance with the above, the General Meeting of Shareholders is called to approve the proposed amended Articles of Association of the Company and its codification.

Item 3: Various announcements

This item includes announcements on matters which the Board of Directors wishes to bring to the attention of the General Meeting, but which do not require a resolution and are not put to a vote.

ITEM 1: Amendment of Articles 1, 2 and 4 of the Articles of Association and Codification Thereof

The Board of Directors of the Company, having taken into account current developments in the sector in which the Company operates, market prospects, and the strategic directions of Management, proposes to the General Meeting of Shareholders the amendment of the Company’s Articles of Association as follows:

1. Amendment of Article 1 of the Articles of Association concerning the corporate name and distinctive title
   The Board of Directors proposes the change of the Company’s corporate name in order to align the corporate identity with the new business profile and the strategic reorganization of the Company.

The new proposed corporate name is “Y/KNOT Invest S.A.”, and the proposed distinctive title is “Y/KNOT S.A.”. The corresponding name in English is proposed to be “Y/KNOT Invest S.A.” and the distinctive title “Y/KNOT S.A.”.

The proposed amendment does not alter the legal form of the Company or the shareholders’ rights, complies with the provisions of Law 4548/2018 and the terms of the Athens Stock Exchange Regulation, and will be accompanied by any necessary approvals from the competent authorities.

2. Amendment of Article 2 of the Articles of Association concerning the registered office
   The Board of Directors proposes the amendment of Article 2 of the Articles of Association regarding the registered office of the Company, aiming to delete the reference to a specific address and to retain only the reference to the Municipality of Alimos, where the Company continues to maintain its registered office.

The proposed amendment is intended solely to facilitate the Company’s operations by providing significant flexibility through the ability to relocate its offices within the same Municipality without requiring a General Meeting resolution each time to amend the Articles of Association. This amendment has no impact on the Company’s legal status or shareholders’ rights.

3. Amendment of Article 4 of the Articles of Association concerning the corporate purpose
   It is proposed to amend the Company’s corporate purpose with a view to enhancing its competitiveness and taking advantage of new business opportunities, as follows:

“Article 4

1. The purpose of the Company is:
   (a) The purchase, sale, trade, and any type of exploitation of recreational vessels, including their chartering with or without crew, as well as any other activity related to maritime tourism;
   (b) The design, construction, operation, and exploitation of tourist ports for recreational vessels (marinas) and port facilities in general, as well as the purchase, sale, leasing, and exploitation of such facilities;
   (c) The purchase, sale, and exploitation of all kinds of floating structures or means, including ocean-going vessels, and any other related maritime activity or mission, such as, indicatively, the transport of persons or goods and towing services;
   (d) The purchase, sale, and exploitation of cruise ships and the provision of related tourist services, as well as any other similar maritime tourism or cruise activity;
   (e) The construction, reconstruction, operation, and management of all kinds of hotel and tourist facilities in Greece and abroad, and in general, the conduct of business activities in the tourism sector, including medical tourism;
   (f) The construction, installation, operation, and exploitation of electric power generation units from renewable energy sources, particularly photovoltaic systems, as well as the production and sale of electricity through such units, either independently or in cooperation with any natural or legal person;
   (g) The participation in Greek and/or foreign companies of any legal form and purpose and the exercise of rights deriving from such participations;
   (h) The undertaking of investments in securities, real estate, or other assets for the purpose of capital strengthening and the Company’s growth; and
   (i) The provision of advisory services in business management, financial management, strategic development, and investment matters.
2. For the attainment of its purpose, the Company may:
   (a) Establish branches, agencies, or other forms of secondary establishments anywhere in Greece or abroad;
   (b) Cooperate with any natural or legal person in any manner;
   (c) Represent any domestic or foreign enterprise with a similar or related purpose; and
   (d) Provide guarantees in favor of third legal or natural persons with whom the Company transacts, insofar as this serves its corporate purpose.
3. The Company may engage in any other act or activity directly or indirectly related to the above purposes or conducive to their attainment.”

The proposed amendment of the corporate purpose does not alter the legal form of the Company or the shareholders’ rights and complies with the provisions of Law 4548/2018 and the Athens Stock Exchange Regulation.

The proposed amended Articles of Association of the Company are available as a Draft on the Company’s website www.kiriacoulis.com, under the section Shareholders’ Rights / Information.

Accordingly, the General Meeting of Shareholders is invited to approve the proposed amended Articles of Association of the Company.

ITEM 2: Amendment of the Remuneration Policy – Approval of a new Remuneration Policy pursuant to Articles 110 and 111 of Law 4548/2018

Pursuant to Article 110 §2(c) of Law 4548/2018, companies are required to submit their Remuneration Policy for approval to the General Meeting whenever a material change occurs in the circumstances under which the approved Remuneration Policy was drawn up.

The Company’s current Remuneration Policy was approved by resolution of the Ordinary General Meeting held on 22 July 2024 and revised by resolution of the Ordinary General Meeting held on 10 July 2025.

However, by decision of 13 October 2025, the Board of Directors proposes to the General Meeting that the Company’s Remuneration Policy be revised to include the possibility of all members of the Board of Directors participating in a free share award program by the Company. The proposed revision of the Remuneration Policy will recognize and reward value creation by setting long-term performance objectives for the members of the Board of Directors.

Accordingly, pursuant to law, the revised Remuneration Policy must be approved by the Extraordinary General Meeting convened on 4 November 2025. The proposed revised Remuneration Policy is available as a Draft on the Company’s website www.kiriacoulis.com, under the section Shareholders’ Rights / Information.

ITEM 3: Establishment of a Share Buyback Program pursuant to Article 49 of Law 4548/2018 and authorization of the Board of Directors

The Board of Directors submits for approval to the General Meeting of Shareholders the establishment of a Share Buyback Program of the Company pursuant to Article 49 of Law 4548/2018, Regulation (EU) 596/2014 on market abuse, and Delegated Regulation (EU) 2016/1052 of the Commission (the “Buyback Program”).

The main characteristics of the proposed Buyback Program are as follows:

• Maximum Number of Shares: up to 10% of the Company’s paid-up share capital, i.e., 759,516 common registered shares.
• Duration: up to 24 months from the day following the date of the Extraordinary General Meeting.
• Price Range: from a minimum of €0.60 (equal to the nominal value per share) to a maximum of €8.00 per own share.
• Funding: exclusively through the Company’s free cash flows and available funds.

The Buyback Program is proposed to be established for any lawful purpose, including the free allocation of shares to members of the Board of Directors and persons connected with the Company by an employment relationship, providing services to the Company or its subsidiaries (as defined in Article 32 of Law 4308/2014), in accordance with the applicable legislative and regulatory framework.

Accordingly, the General Meeting of Shareholders is invited to approve the establishment of the Buyback Program and authorize the Board of Directors to take all necessary actions for its implementation.

ITEM 4: Establishment of a Free Share Award Program pursuant to Article 114 of Law 4548/2018 and authorization of the Board of Directors

The Board of Directors submits for approval to the General Meeting of Shareholders, pursuant to Article 114 of Law 4548/2018, the establishment of a Free Share Award Program (Stock Awards) of the Company for members of the Board of Directors and persons connected with the Company by an employment relationship, providing services on a permanent basis, as well as its subsidiaries (within the meaning of Article 32 of Law 4308/2014), up to a maximum of 759,516 common registered shares (the “Award Program”).

The Board of Directors further proposes to authorize itself to determine the final beneficiaries among the eligible categories and the detailed terms of the Award Program (including the setting of corporate and individual performance targets, the criteria and process for share allocation, etc.).

Key terms of the proposed Award Program:

1. Purpose:
   To retain beneficiaries by rewarding their contribution to the achievement of the Company’s objectives.
2. Characteristics and Duration:
   The Award Program is governed by Articles 114 and 49 of Law 4548/2018. It will be implemented through the free allocation of treasury shares to beneficiaries over a four-year period, from 4 November 2025 to 3 November 2029, divided into four annual cycles.
3. Participants:
   Members of the Board of Directors and persons employed or providing continuous services to the Company or its subsidiaries.
4. Maximum Number of Shares:
   Up to 759,516 common registered voting shares, corresponding to 10% of the Company’s share capital.

The program constitutes a voluntary benefit of the Company, which may be amended or revoked unilaterally by decision of the Board of Directors, without creating any claim or right to compensation on the part of the beneficiaries. All tax and social security obligations will be governed by the applicable legislation.

Upon completion, the Company will have no further obligation to maintain or continue the program or to establish any similar future program.

All notifications to beneficiaries will be made in writing or by email to the addresses communicated to the Company.

The Chief Executive Officer will be authorized by the Board of Directors to determine further procedural issues, activation conditions for each cycle, and other implementation details.

The Program and any matters relating to its interpretation shall be governed by Greek Law, and any disputes shall fall under the exclusive jurisdiction of the Courts of Athens.

Accordingly, the General Meeting of Shareholders is invited to approve the establishment of the Award Program and to authorize the Board of Directors to determine the final beneficiaries and the detailed terms thereof.

ITEM 5: Various Announcements

This item includes announcements on matters that the Board of Directors wishes to inform the General Meeting about but which do not require a resolution and are not subject to voting.

Alimos 19 June 2025

Dear Shareholders,

This report (hereinafter the “Report”) of the Independent Non-Executive Members of the Board of Directors of “Kiriacoulis Mediterranean Cruises Shipping S.A.” (hereinafter the “Company”) has been prepared pursuant to paragraph 5 of article 9 of Law 4706/2020 on the corporate governance of Sociétés Anonymes as in force and is submitted to the invited Annual General Meeting of shareholders of 10.7.2025 jointly by the undersigned, Eleni – Penthesilia Tselenti and Dimitrios Geravelis, who we are the two Independent Non-Executive Members of the Board of Directors.

As Independent Non-Executive Members of the Board of Directors of the Company, we declare to the Annual General Meeting of the shareholders that:

– We were both present at the meetings of the Board of Directors on 29.4.2024 and 29.4.2025 which had as their subject the preparation of the financial statements of the Company and the Group in accordance with the specific provisions of article 5 paragraph 3 of Law 4706/2020.

– There is uninterrupted communication with the Company’s Management, which has allowed us to receive regular updates from them.

– As part of our participation in the Board of Directors, the Audit Committee and the Remuneration & Nomination Committee, we actively participated in the decision-making process, operating with a sense of responsibility, independence in forming our opinion and transparency, ensuring the implementation of good corporate governance practices and effective oversight of decisions. During the 2024 financial year and until today, we have been present at all meetings of the Board of Directors and the above Committees and we declare that according to them, no decisions were taken with which we disagreed.

According to the Internal Operating Regulations of the Company, which has incorporated the provisions of article 7 of Law 4706/2020, the main responsibilities of the non-executive members, including independent non-executive members, are as follows:

a) monitor and examine the Company’s strategy and its implementation, as well as the degree of achievement of its objectives with the implemented strategy.

b) ensure the effective supervision of the executive members of the Board of Directors, including the monitoring and control of their performance regarding the progress of the implementation of the decisions of the Board of Directors.

c) examine and formulate an opinion on the proposals submitted by the executive members at the meetings of the Board of Directors on the basis of existing information.

This Report assesses whether the recommendations made by the executive members of the Company’s Board of Directors at meetings of this body, the significant decisions made by these members within the scope of their executive duties and their consequent actions, carried out within the 2024 financial year, were in line with the strategic objectives set for this financial year,  with reference to the stance we took during the vote 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 during the relevant meetings, given that the latter prepares and submits an Annual Report to the Annual General Meeting of Shareholders. In addition, this Report does not include reference to matters that were the subject of meetings of the Company’s Board of Directors that fall within the competence of the Remuneration and Nomination Committee.

In the Annual Management Report of the Board of Directors of the Company for the financial year 2023, which was prepared during the meeting of 29.4.2024, it is stated that:

«… the Administration has set the following goals for 2024:

• 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.”

In 2024, the Group diversified its network of service points compared to the structure in 2023. More specifically, the Group increased the geographical points of service to charterers located in Greece from 10 to 12, while it reduced from 14 to 12 the geographical points outside Greece located in Italy, Croatia, France, Malta, Spain and the Caribbean. This move is in line with a relevant target set for 2024.

During financial year 2024, the Parent Company acquired 8 yachts and transferred 13 owned yachts to buyers’ entities outside the Group. As a consequence of the above transactions, at 31.12.2024 Company’s fleet consists of 75 yachts (with an average age of 5.17 years) with fiscal value of €15.510.171. These movements are in line with a relevant target set for the financial year 2024.

It is noted that, both for the actions concerning the structure of the charterer service point network and for those concerning the purchase/disposal of yachts, no decision of the Board of Directors is required by the Company’s Internal Operating Regulations. In accordance with this regulation, the relevant decisions are taken by the Chief Executive Officer Theofanis Kiriacoulis, who had the duties of head of the Fleet Management Division.

Finally, as Independent Non-Executive Members of the Board of Directors of the Company, we confirm our agreement with the content of the Annual Management Report of the Board of Directors of the Company and the Corporate Governance Statement, which forms an integral part of the Annual Management Report, and has been approved by the Board of Directors on 29.4.2025 and included in the Annual Financial Report for the year ended 31.12.2024.

Explicit reference is made, in accordance with Article 124 §8 (b) Law 4548/2018, that we agree with the election by the General Meeting of the audit firm “BDO Certified Auditors S.A.” (S.M. SOEL 173) as auditors for the financial year 2025 in accordance with the relevant proposal of the Audit Committee to the Board of Directors. Consequently, the shareholders and members of the Board of Directors of the Company, Mr. Theofanis Kiriacoulis and Mr. Spiridon Kiriacoulis, may participate in the relevant vote of the Annual General Meeting of 10.07.2025.

The authors of this document, signing as Independent Non-Executive members of the Board of Directors of the Company:

Eleni – Penthesilia Tselenti                                                 Dimitrios Geravelis