PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF 4th of NOVEMBER 2025
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:
- 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.
- 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.
- 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
- 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. - 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. - 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:
- Purpose:
To retain beneficiaries by rewarding their contribution to the achievement of the Company’s objectives. - 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. - Participants:
Members of the Board of Directors and persons employed or providing continuous services to the Company or its subsidiaries. - 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.
