Today, June 6, 2025, on Friday at 3 p.m., at the offices of the Company under the name “KYRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.”, which is based in Alimos, Attica, Leof. 7 Alimou Street, the members of the Remuneration and Nominations Committee met in a meeting, at the invitation of its President Eleni – Penthesilia Tselenti, to discuss and take decisions on the following only item on the agenda:
SUBJECT: Proposal for the replacement of the two resigned members of the Board of Directors
The meeting was attended by the following members of the Remuneration and Nomination Committee:
- Eleni – Penthesilia Μ. Tselenti, President
- Dimitrios G. Geravelis, Member
The resigned non-executive Vice Chairman of the Board of Directors and third member of the Committee, Mr. Nikitas Sotiropoulos, was absent.
Thereafter, there is a quorum in accordance with Article 8 §2 of the Committee’s Rules of Procedure and the Committee begins the meeting under its Chair, Eleni – Penthesilia Tselenti.
The Chairman of the Committee takes the floor, referring to the resignation letters dated 4.6.2025 and 6.6.2025 respectively of the non-executive Vice-Chairman of the Board of Directors Nikitas Sotiropoulos and one of the executive members of the Board of Directors Charikleia Theodorou, which have been received through the company’s e-mail.
The President of the Committee then refers to the Rules of Procedure of the Remuneration and Nominations Committee, the Corporate Governance Code, which has been adopted and implemented by the company, as well as to the generally applicable regulatory framework for listed companies, according to which this Committee has the competence to propose to the Board of Directors candidate members to replace the resigned members and to document that in the person of the all the criteria provided by the Law and the suitability policy applied by the Company are met.
In addition, the Company has a succession plan, which serves the principles and practices of best corporate governance.
In the context of the implementation of this plan, the President of the Commission proposes that the Commission propose to the Board of Directors the replacement of the resigned members of the Board of Directors as follows:
- The resigned Vice Chairman of the Board of Directors and non-executive member of the Board of Directors Mr. Nikitas Sotiropoulos to be replaced by Mr. Ioannis Mouzakis, son of Antonios and Maria, business consultant, born in the year 1996 in Holargos, Attica, resident of Piraeus, Bouboulinas 6, VAT number A00029095, VAT number 165853023 / TAX OFFICE KE.FO.D.E. Attica, likewise as a non-executive member of the Board of Directors.
The President of the Committee states that Mr. Mouzakis meets the suitability criteria, in accordance with the Company’s current Suitability Policy, while he is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, an excellent professional career, independence of judgment, guarantees of integrity and ethics and a good reputation.
In particular, Mr. Mouzakis’ CV is as follows:
“Ioannis Mouzakis is an accountant with international experience in the private sector and specializing in auditing, business development, tax planning and M&A due diligence.
He has served as an executive at PwC Cyprus and since 2023 he has been exercising executive duties as a partner in the accounting and tax services company Mouzakis & Partners.
He holds a BSc in Accounting from the University of Nicosia, partially qualified ACCA Professional, in 2019 he received the Advanced Certification in Financial Services Legal Framework from the Cyprus Securities and Exchange Commission (CySEC), and holds a Diploma in Accounting and Taxation from the Athens University of Economics and Business.
In view of the above, the Committee considers that the above accounting and auditing experience of Mr. Mouzakis is considered valuable for the purposes of the Company’s business activity and makes his candidacy position as a (non-executive) member of the Company’s Board of Directors justified.
It is also found that Mr. Mouzakis has the necessary elements required by the Company’s Suitability Policy, which is posted on the Company’s website, namely professional training, experience, adequacy of knowledge and skills, guarantees of ethics and reputation, independence of judgment, lack of conflict of interest as well as the ability to allocate sufficient time for the performance of his duties.
- The resigned Charikleia Theodorou, executive member of the Board of Directors, to be replaced by Mr. Georgios Koutsos, son of Nikolaos and Ourania, business executive, born in the year 1974 in Athens, resident of Alimos, Attica, 7 Alimou Avenue, a.d.t. AH 023314, VAT number 068234785 / TAX OFFICE KE.FO.D.E. Attica, likewise as an executive member of the Board of Directors and it is appropriate to appoint a joint legal representative with the CEO Th. Kyriacoulis in accordance with article 14 of the Articles of Association.
The President of the Committee states that Mr. Koutsos meets the suitability criteria, in accordance with the Company’s current Suitability Policy, while he is a person of recognized prestige, possesses sufficient knowledge and qualifications, skills and experience, excellent professional career, independence of judgment, guarantees of integrity and ethics and good reputation.
In particular, Mr. Koutsos’ CV is as follows:
“Mr. Koutsos has many years of experience at home and abroad, in the private and wider public sector, having held senior management positions in the financial sector with specialization in banking (retail, digital, corporate and investment), risk management, private investments as well as strategic consulting.
He has served as Deputy Chief Executive Officer of the Hellenic Financial Stability Fund, Partner at Deloitte, Director of Investment Banking at National Bank of Greece, Advisor to Boston Consulting Group and Founding Executive of a Private Equity-backed banking start-up.
He holds a degree in Chemical Engineering from the National Technical University of Athens and an MSc in Advanced Chemical Engineering as well as an MBA from Imperial College London.
In view of the above, the Committee considers that the above extensive experience of Mr. Koutsos in finance and business administration is considered valuable for the purposes of the Company’s business activity and makes his candidacy position justified as an executive member of the Company’s Board of Directors and its legal representative, in accordance with the specific provisions of the relevant decision of the Board of Directors.
It is also found that Mr. Koutsos has the necessary elements required by the Company’s Suitability Policy (which is posted on the Company’s website), i.e. professional training, experience, adequacy of knowledge and skills, guarantees of ethics and reputation, independence of judgment, lack of conflict of interest as well as the ability to allocate sufficient time for the performance of his duties.
In addition to the individual suitability of Mr. I. Mouzakis and Mr. G. Koutsos according to the above, it is established that even after their election, at a collective level, the members of the Board of Directors with the combination and diversity of knowledge, experience, background and gender, meet the criterion of the existence of Collective Suitability in the sense of the Company’s Suitability Policy. In particular, the proposed new composition of the Board of Directors fully covers the proper and effective exercise of its duties and responsibilities, reflects the size, organization and mode of operation of the Company, which requires speed and flexibility due to the nature of its activity and is distinguished for its diversity of knowledge, skills, qualifications and experience, elements that can contribute decisively to the further promotion and achievement of business goals, and of the Company’s plans.
In this regard, the detailed CVs of the proposed candidates, copies of qualifications, certificates of service, solemn declarations of the candidates, as well as information from public sources were taken into account.
In view of the above, the Committee unanimously decides to propose to the Board of Directors the replacement of its resigned members as above.
The Committee also notes that, following the proposed replacement: a) of Mr. Nikitas Sotiropoulos by Mr. Ioannis Mouzakis and b) of Mrs. Charikleia Theodorou by Mr. Georgios Koutsos:
(a) the requirements and provisions of Law 4706/2020 regarding adequate representation by gender in the Board of Directors and the number of independent non-executive members of the Board of Directors imposed by law are fully met;
(b) the persons of Mr. Koutsos and Mr. Mouzakis do not meet the impediments of article 3 par. 4 and 5 of Law 4706/2020, while the Company has received their solemn declarations for this purpose,
(c) the members of the Board of Directors will continue to possess the theoretical training, skills and abilities, guarantees of ethics, reputation and integrity, independence of judgment and experience for the performance of the duties to be assigned to them;
(d) there is no obstacle or incompatibility in the persons of Mr. I. Mouzakis and Mr. G. Koutsos, in accordance with the provisions of Law 4706/2020, the Articles of Association, the Company’s Operating Regulations, the applicable Corporate Governance Code and the Suitability Policy, while there is no question of a conflict of interest of Mr. Koutsos and Mr. Mouzakis with the interests of the Company.
After this, and if there is no other issue for discussion, this meeting of the Committee is dissolved.
The present document was subsequently drafted, which, after being read and certified, is signed as follows:
The President
The Member
