Report of the Independent Non-Executive Members of the Board of Directors of Kiriacoulis Mediterranean Cruises Shipping S.A. submitted to the Ordinary General Meeting of Shareholders of the Company on 10 July 2025

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