{"id":23931,"date":"2025-06-19T10:53:28","date_gmt":"2025-06-19T07:53:28","guid":{"rendered":"https:\/\/www.kiriacoulis.com\/corporate\/?p=23931"},"modified":"2025-06-27T12:48:54","modified_gmt":"2025-06-27T09:48:54","slug":"proposals-for-decisions-upon-all-issues-of-the-agenda-2025","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/proposals-for-decisions-upon-all-issues-of-the-agenda-2025\/","title":{"rendered":"Proposals for Decisions Upon All Issues of the Agenda 2025"},"content":{"rendered":"

PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 10th of JULY 2025<\/strong><\/p>\n

According to article 123 \u00a73 par. b) Law 4548\/2018, \u201cKYRIACOULIS MEDITERRANEAN CRUISES SHIPPING SA\u201d announces the total number of shares and voting rights existing on 18.06.2025, date of the invitation of the Shareholders to the Annual General Meeting of 10.07.2025: 7.595.160 dematerialized, ordinary registered shares with voting rights.<\/p>\n

ISSUE 1st<\/sup>: Submission and approval of the Annual Financial Report (Company and Group) for the fiscal year 1.1.2024 \u2013 31.12.2024, which includes the Annual Financial Statements with the relevant reports and statements by the Board of Directors and the Chartered Auditor<\/strong>.<\/p>\n

The Board of Directors recommends to the General Meeting the approval of the Annual Corporate and Consolidated Financial Statements for the year 1.1. \u2013 31.12.2024 following the relevant Reports and Statements of the Board of Directors and the Audit Report of the Certified Chartered Auditor thereon, as approved by the Board of Directors at its meeting of 29.4.2025, have been made public in accordance with the Law and are available on the Company’s website www.kiriacoulis.com in the section Financial Data \/ Financial Statements section.<\/p>\n

ISSUE 2nd<\/sup>: Approval of the overall administration and management\u00a0that took place during the financial year 1.1. \u2013 31.12.2024 pursuant to Article 108 of the Law 4548\/2018 and discharge of the Chartered Auditor from any liability pursuant to article 117 of Law 4548\/2018.<\/strong><\/p>\n

Following the approval of the Annual Financial Statements, the Annual General Meeting is called upon to approve the overall management of the Company by the Board of Directors and to decide on the discharge of the Certified Chartered Auditor from any liability for compensation for the fiscal year 1.1. \u2013 31.12.2024.<\/p>\n

ISSUE 3rd<\/sup>: Election of an Audit Firm for the audit of the fiscal year 2025 and definition of its remuneration.<\/strong><\/p>\n

Following the relevant recommendation of the Company’s Audit Committee, the Board of Directors unanimously proposes as auditor for the fiscal year 1.1.2025 \u2013 31.12.2025 the audit firm “BDO Certified Auditors S.A.” (A.M. SOEL 173). The audit fee for the fiscal year 2025 will be determined by a decision of the Management in accordance with the audit data. To this end, it is proposed that the Board of Directors be authorized to negotiate and to send the written notice \u2013 mandate to the elected audit firm within the stipulated deadline. Finally, it is proposed to approve the remuneration of \u20ac27.500 plus VAT paid to the same audit firm for the performance of the regular audit for the fiscal year 2024.<\/p>\n

ISSUE 4th<\/sup>: Submission for discussion and vote of the advisory nature of the Remuneration Report for the corporate fiscal year 2024, pursuant to Article 112 of Law no. 4548\/2018.<\/strong><\/p>\n

Following the recommendation of the Company’s Remuneration and Nomination Committee, the Board of Directors approved the Remuneration Report for the financial year 2024 at its meeting of 29.04.2025 and decided to submit it to the Annual General Meeting for discussion in accordance with article 112 of Law 4548\/2018. The shareholders’ vote on the matter is of an advisory nature. The total remuneration received by the members of the Board of Directors during the financial year 2024 is in compliance with the Remuneration Policy approved by the Annual General Meeting of 22.07.2024. The Remuneration Report is incorporated into the Corporate Governance Statement, which is a section of the Management Report of the Board of Directors for the financial year 2024, is available on the Company’s website www.kiriacoulis.com in the Financial Data \/ Financial Statements section as well as in the Management section and will remain available on the corporate website for a period of ten (10) years, as stipulated by law. The Remuneration Report for the financial year 2024 and the detailed data contained therein have been audited and confirmed by the Certified Public Accountant in accordance with article 112 \u00a74 of Law 4548\/2018.<\/p>\n

ISSUE 5th<\/sup>: <\/strong>Revision of the current Remuneration Policy \u2013 approval of a new Remuneration Policy pursuant to Articles 110 and 111 of Law No. 4548\/2018.<\/strong><\/p>\n

According to Article 110 \u00a72 et seq. c Law 4548\/2018, companies are obliged to submit the Remuneration Policy for approval to the General Meeting every time there is a material change in the conditions under which the approved Remuneration Policy was drawn up.<\/p>\n

The current Remuneration Policy of the Company was approved by decision of the Annual General Meeting of 22 July 2024.<\/p>\n

However, with its relevant decision dated 18.6.2025, the Board of Directors recommends to the General Meeting that the Company’s Remuneration Policy be revised and now provides for the possibility of paying remuneration to all members of the Board of Directors, regardless of their capacity as executive or non-executive or as shareholders of the Company. With the proposed revision, the Company’s Remuneration Policy will more accurately reflect the services provided as well as the degree of commitment, supervision and cooperation of each member of the Board of Directors with the company.<\/p>\n

Therefore, a revision and approval of a new Remuneration Policy is required by law by the convened Ordinary General Meeting of 10 July 2025. The proposed revised Remuneration Policy of the Company is available as a Draft on the Company’s website www.kiriacoulis.com in the Shareholder Rights \/ Information section.<\/p>\n

ISSUE 6th<\/sup>:<\/strong> Announcement and approval of the election of two new members of the Board of Directors in place of the same number of members who resigned by the decisions of the Board of Directors of 6.6.2025 or election of other persons to this position for the period until the expiry of the term of the Board of Directors, pursuant to article 11 \u00a74 of the Articles of Association.<\/strong><\/p>\n

A.HISTORICAL AND CURRENT LEGAL FRAMEWORK<\/strong><\/p>\n

The Annual General Meeting of 7.8.2023 elected the members of the Board of Directors of the company, which was constituted as follows:<\/p>\n

    \n
  1. Spiridon S. Kiriacoulis, executive member, President of the BoD,<\/li>\n
  2. Nikitas K. Sotiropoulos, non-executive member, Vice Chairman of the Board of Directors – Deputy to the Chairman of the Board of Directors regarding his non-executive duties,<\/li>\n
  3. Theofanis S. Kiriacoulis, executive member, CEO – Deputy Chairman of the Board of Directors in relation to his executive duties,<\/li>\n
  4. Charikleia Theodorou son of Demetriou, executive member of the Board of Directors,<\/li>\n
  5. Eleni – Penthesilia M. Tselenti, independent non-executive member of the Board of Directors and<\/li>\n
  6. Dimitrios G. Geravelis, independent non-executive member of the Board of Directors<\/li>\n<\/ol>\n

    On 4.6.2025 and 6.6.2025 respectively, the members of the Board of Directors N. Sotiropoulos and C. Theodorou submitted their resignations and the Board of Directors submitted their resignations at two consecutive meetings on 6.6.2025, which were required in compliance with article 13\u00a71 of the Articles of Association on increased quorum at the meetings of the Board of Directors (minutes of the Board of Directors 608 & 609), elected Mr. Ioannis A. Mouzakis and Mr. Georgios N. Koutsos as new members of the Board of Directors to replace the above resigned. The term of office of the new members of the Board of Directors was set for as long as there is until the term of office of their predecessors is completed, i.e. four years from the date of their election by the Ordinary General Meeting of 7.8.2023, which may be automatically extended until the expiry of the deadline within which the Ordinary General Meeting of the year 2027 should be convened and until the relevant decision is taken. The acts of the above-elected persons shall be considered valid during the period of time that has elapsed between their election and their possible replacement by the invited General Assembly. The election of the above new members of the Board of Directors to replace the above-mentioned resignees was made in accordance with the recommendation of the Remuneration and Nominations Committee dated 6.6.2025, which proposed their election and found that they meet the suitability criteria in accordance with the Company’s Suitability Policy, its Operating Regulation and the specific provisions of article 3 of Law 4706\/2020 on corporate governance, as it stands.<\/p>\n

    In accordance with the Law and article 11 \u00a74 of the Articles of Association, the above decisions of the Board of Directors for the election of new members to replace the above resigned members (minutes of the Board of Directors 608 & 609\/6.6.2025) have been submitted to the publicity according to the Law (submission – posting to the General Secretariat of the Hellenic Chamber of Commerce and Industry, notifications on the website of the Company and the Athens Stock Exchange and notification to the Hellenic Capital Market Commission),\u00a0 Furthermore, the CVs of the new members of the Board of Directors and the full text of the relevant recommendation of the Remuneration and Nominations Committee have been posted on the Company’s website.<\/p>\n

    As a consequence of the above, the Board of Directors during the first meeting of 6.6.2025 (minutes 608) was constituted as follows:<\/p>\n

      \n
    1. Spiridon S. Kiriacoulis, executive member, President of the BoD,<\/li>\n
    2. Ioannis A. Mouzakis, non-executive member, Vice Chairman of the Board of Directors – Deputy to the Chairman of the Board of Directors for his non-executive duties,<\/li>\n
    3. Theofanis S. Kiriacoulis son of Stavros, executive member, CEO – Deputy Chairman of the Board of Directors in relation to his executive duties,<\/li>\n
    4. Charikleia D. Theodorou, executive member of the Board of Directors,<\/li>\n
    5. Eleni – Penthesilia M. Tselenti, independent non-executive member of the Board of Directors and<\/li>\n
    6. Dimitrios G. Geravelis, independent non-executive member of the Board of Directors<\/li>\n<\/ol>\n

      Furthermore, and without any act of representation of the company by the aforementioned Board of Directors, during the next meeting of 6.6.2025 (minutes 609) the Board of Directors was constituted as a body and currently has the following composition:<\/p>\n

        \n
      1. Georgios N. Koutsos, executive member, President of the BoD,<\/li>\n
      2. Ioannis A. Mouzakis, non-executive member, Vice Chairman of the Board of Directors – Deputy to the Chairman of the Board of Directors for his non-executive duties,<\/li>\n
      3. Theofanis S. Kiriacoulis, executive member, CEO – Deputy Chairman of the Board of Directors in relation to his executive duties,<\/li>\n
      4. Spiridon S. Kiriacoulis, non-executive member of the Board of Directors,<\/li>\n
      5. Eleni – Penthesilia M. Tselenti, independent non-executive member of the Board of Directors and<\/li>\n
      6. Dimitrios G. Geravelis, independent non-executive member of the Board of Directors<\/li>\n<\/ol>\n

        Following the above, the above decisions of the Board of Directors of 6.6.2025 for the election of new members to replace the above resigned members are announced for approval at the invited General Meeting of Shareholders on 10.7.2025, which may either<\/strong> approve the above election or<\/strong> elect other persons as members of the BoD, for the period until the expiry of the term of office of the existing BoD, which has been set for 4 years in accordance with the above.<\/p>\n

        B.PROPOSAL OF THE BOARD OF DIRECTORS AND DETERMINATION OF ELIGIBILITY CRITERIA<\/strong><\/p>\n

        In view of the discussion of the next item on the agenda for the election of a new Board of Directors, the Board of Directors naturally proposes to the invited General Meeting of shareholders on 10.7.2025 not to elect any other persons in place of the above-elected I. Mouzakis and G. Koutsos and to approve their election as members of the Board of Directors with the decisions of 6.6.2025 (minutes of the Board of Directors 608 & 609\/6.6.2025). In this context, it informs the General Assembly as follows:<\/p>\n

        Justification of the proposal & Determination of eligibility criteria<\/u><\/p>\n

        As confirmed by the Remuneration and Nominations Committee, at its meeting on 6.6.2025, with the election of Mr. Ioannis Mouzakis and Mr. Georgios Koutsos to replace Mr. Nikitas Sotiropoulos and Mrs. Charikleia Theodorou:<\/p>\n

        (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,<\/p>\n

        (b) the persons of Mr. Koutsos and Mr. Mouzakis are not subject to the impediments of article 3 \u00a7\u00a74.5 of Law 4706\/2020, while the Company has received their solemn declarations for this purpose,<\/p>\n

        (c) the members of the Board of Directors 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,<\/p>\n

        (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.<\/p>\n

        At the same meeting on 6.6.2025, the Remuneration & Nomination Committee also found that the above new members of the Board of Directors I. Mouzakis and G. Koutsos possess the necessary elements required by the Company’s Suitability Policy, 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 their duties. In addition to the individual suitability of Mr. I. Mouzakis and Mr. G. Koutsos according to the above, the Remuneration and Nomination Committee also found that even after their election, at a collective level, the members of the Board of Directors with the combination and diversity of knowledge, experience, backgrounds and gender, meet the criterion of the existence of Collective Suitability in the sense of the Company’s Suitability Policy and the composition of the Board of Directors proposed for approval fully covers the appropriate and effective the exercise of its duties and responsibilities, reflects the size, organization and mode of operation of the Company and is distinguished by the diversity of knowledge, skills, qualifications and experience, elements that can contribute decisively to the further promotion and achievement of the Company’s business goals and plans. In this regard, the detailed CVs of the above new members of the Board of Directors, copies of qualifications, certificates of seniority, solemn declarations of the candidates, as well as information from public sources were taken into account.<\/p>\n

        ISSUE 7th<\/sup>:<\/strong> Election of new members of the Board of Directors and appointment of the independent members of the Board of Directors.<\/strong><\/p>\n

        \u00a0<\/strong>PROPOSAL OF THE REMUNERATION AND NOMINATIONS COMMITTEE AND DETERMINATION OF ELIGIBILITY CRITERIA<\/strong><\/p>\n

        In accordance with the provisions of article 11 of the Articles of Association, the proposal of the Remuneration and Nominations Committee dated 18.6.2025 and its relevant decision by which it accepted it (minutes of the Board of Directors 611\/18.6.2025), the Board of Directors proposes to the General Assembly that the following persons be elected as members of the Board of Directors:<\/p>\n

          \n
        1. Georgios N. Koutsos<\/li>\n
        2. Ioannis A.Mouzakis<\/li>\n
        3. Theofanis S. Kiriacoulis<\/li>\n
        4. Rigas T. Tzortzis<\/li>\n
        5. Christina V. Korkidi, as an independent non-executive member and<\/li>\n
        6. Kalliopi D. Papadopoulou, as an independent non-executive member.<\/li>\n<\/ol>\n

          Justification of the proposal & Determination of eligibility criteria<\/u><\/p>\n

          As confirmed by the Remuneration and Nominations Committee, at its meeting on 18.6.2025, with the election of the above nominees:<\/p>\n

          (a) the requirements and provisions for adequate gender representation on the Board of Directors and the number of independent non-executive members of the Board of Directors imposed by law are fully met,<\/p>\n

          (b) the members of the Board of Directors have the theoretical and professional training, skills and abilities, guarantees of morality, reputation and integrity, independence of judgment, experience for the performance of the tasks assigned to them as well as the ability to allocate sufficient time for the performance of these duties,<\/p>\n

          (c) the persons of the proposed persons do not meet the impediments of article 3 \u00a7\u00a74.5 of Law 4706\/2020 and the Company has received their solemn declarations for this purpose,<\/p>\n

          (d) there is no other obstacle or incompatibility in the persons of the proposed parties, in accordance with the provisions of the Articles of Association, the Company’s Operating Regulations, the applicable Corporate Governance Code and the Suitability Policy and there is no issue of conflict of interest of the proposed parties with the interests of the Company.<\/p>\n

          At its same meeting on 18.6.2025, the Remuneration and Nomination Committee further found that, in addition to their individual suitability according to the above, and after their election, at a collective level, the members of the Board of Directors with the combination and diversity of knowledge, skills, qualifications and experience, backgrounds and gender, meet the criterion of the existence of Collective Suitability in the sense of the Company’s Suitability Policy and the composition of the Board of Directors proposed for approval covers the proper and effective exercise of the duties and responsibilities of the Board of Directors, reflects the size, organization and mode of operation of the Company and is expected to contribute decisively to the promotion and achievement of the Company’s business goals and plans. In this regard, the detailed CVs of the above new members of the Board of Directors, copies of qualifications, certificates of seniority, solemn declarations of the candidates, as well as information from public sources were taken into account.<\/p>\n

          The detailed CVs of the proposed members of the Board of Directors have been posted on the Company’s website www.kiriacoulis.com in the section Shareholders’ Rights \/ Announcements, as well as the relevant recommendation of the Remuneration and Nominations Committee dated 18.6.2025.<\/p>\n

          ISSUE 8th<\/sup>:<\/strong> Approval of the remuneration and expenses paid to the members of the Board of Directors in fiscal year 2024, determination of their amount for fiscal year 2025 and advance payment thereof until the Annual General Meeting of 2026, pursuant to Art. 4548\/2018.<\/strong><\/p>\n

          A. <\/strong>Following the recommendation of the Company’s Remuneration and Nomination Committee, the Board of Directors proposes to the General Meeting to approve the total remuneration and general expenses and compensation of any kind paid during the fiscal year 2024 to its executive members for the performance of their executive duties, in accordance with the decision of the Annual General Meeting dated 22.07.2024 and in particular: an amount of fifty thousand euros (50.000 \u20ac) to the Chairman of the Board of Directors Spiridon Kiriacoulis, an amount of fifty thousand euros (50.000 \u20ac) to the CEO Theofanis Kiriacoulis as well as the payment of a salary to the Head of Accounting Charikleia Theodorou for her services under the employment contract she had with the Company.<\/p>\n

          B.<\/strong> Furthermore and following the recommendation of the Company’s Remuneration & Nomination Committee, the Board of Directors proposes to the General Meeting to approve the total remuneration and general expenses and any kind of compensation to its executive members for the performance of their executive duties, during the current fiscal year 2025<\/u>, as these fees were pre-approved by the decision of the Annual General Meeting dated 22.07.2024 and in particular:<\/p>\n

          (a) As regards Th. Kiriacoulis, it is proposed to approve the payment of remuneration of the same amount as those of the previous financial year, i.e. the amount of fifty thousand euros (50.000 \u20ac) per year in proportion for the period from 1.1.2025 to 10.7.2025,<\/p>\n

          (b) As regards Mr. Sp. Kiriacoulis, executive member of the Board of Directors until 6.6.2025 when he lost his status as executive member, it is proposed to approve the payment of fees of the same amount as those of the previous year, i.e. the amount of euro fifty thousand (50.000 \u20ac) per year in proportion for the period from 1.1.2025 to 6.6.2025 and<\/p>\n

          (c) As regards Ch. Theodorou, executive member of the Board of Directors until 6.6.2025 when she lost her membership, it is proposed to approve the payment of her salary in the context of the employment contract she had with the company from 1.1.2025 until her departure on 6.6.2025.<\/p>\n

          C.<\/strong> In addition, the General Meeting is invited to determine the amount of remuneration and other benefits to the members of the Board of Directors, regardless of their capacity as executive or non-executive directors or as shareholders of the Company, in accordance with the Law, the new Remuneration Policy of the Company proposed for approval and the Articles of Association, during the current fiscal year and until the Annual General Meeting of the year 2026, in accordance with the specific provisions of article 109 of Law 4548\/2018.<\/p>\n

          In particular, and taking into account the proposed new composition of the Board of Directors after its election by the invited General Assembly and its constitution as a body, the following fees are proposed:<\/p>\n

          (a)<\/strong> With regard to G. Koutsos, it is proposed to pre-approve remuneration in the amount of fifty thousand euros (50.000 \u20ac) per year in proportion for the period from 10.7.2025 onwards, provided that he is elected a member of the Board of Directors by the invited General Assembly and an executive member of the Board of Directors after his formation into a body and for as long as he retains the status of executive member of the BoD,<\/p>\n

          (b)<\/strong> With regard to I. Mouzakis, it is proposed to pre-approve remuneration in the amount of fifty thousand euros (50.000 \u20ac) per year in proportion for the period from 10.7.2025 onwards, provided that he is elected a member of the Board of Directors by the invited General Assembly and an executive member of the Board of Directors after his constitution into a body and for as long as he retains the status of executive member of the Board of Directors,<\/p>\n

          (c)<\/strong> With regard to Th. Kiriacoulis, it is proposed to pre-approve fees in the amount of sixteen thousand euros (16.000 \u20ac) per year in proportion for the period from 10.7.2025 onwards, provided that he is elected a member of the Board of Directors by the invited General Assembly but a non-executive member of the Board of Directors after his constitution as a body and for as long as he retains the status of a member of the Board of Directors,<\/p>\n

          (d)<\/strong> As regards R. Tzortzis, it is proposed to pre-approve fees in the amount of ten thousand euros (10.000\u20ac) per year in proportion for the period from 10.7.2025 onwards, provided that he is elected a member of the Board of Directors by the invited General Assembly but a non-executive member of the Board of Directors after its constitution into a body and for as long as he retains the status of a member of the Board of Directors,\u00a0 an additional fifteen thousand euros (\u20ac15.000) per year in proportion for the period from 10.7.2025 onwards, provided that he is elected President of the Board of Directors after his constitution as a body and for as long as he retains the status of Chairman of the Board of Directors and an additional three thousand euros (\u20ac3.000) per year in proportion for the period from 10.7.2025 onwards,\u00a0 if he\/she is elected as a member of the Remuneration and Nomination Committee after its constitution as a body and for as long as he\/she retains the status of a member of this Committee, i.e. a total of twenty-eight thousand euros (\u20ac28.000) per year in proportion for the period from 10.7.2025 onwards and for as long as he\/she retains each of the above capacities;<\/p>\n

          (e)<\/strong> As regards Ch. Korkidi, it is proposed to pre-approve fees in the amount of ten thousand euros (\u20ac10.000) per year in proportion for the period from 10.7.2025 onwards, provided that she is elected as an independent non-executive member of the Board of Directors by the invited General Assembly and for as long as she retains the status of a member of the Board of Directors, an additional six thousand euros (\u20ac6.000) per year in proportion for the period from 10.7.2025 onwards,\u00a0 if he\/she is elected as a member of the Audit Committee after its constitution as a body and for as long as he\/she retains the status of a member of this Committee and an additional six thousand euros (\u20ac6.000) per year in proportion for the period from 10.7.2025 onwards, if he\/she is elected President of the Remuneration and Nomination Committee after its constitution as a body and for as long as he\/she maintains this status,\u00a0 i.e. a total of twenty-two thousand euros (\u20ac22.000) per year from 10.7.2025 onwards and for as long as it retains each of the above qualities,<\/p>\n

          (f)<\/strong> As regards K. Papadopoulou, it is proposed to pre-approve fees in the amount of ten thousand euros (\u20ac10.000) per year in proportion for the period from 10.7.2025 onwards, provided that she is elected as an independent non-executive member of the Board of Directors by the invited General Assembly and for as long as she retains the status of a member of the BoD, an additional three thousand euros (\u20ac3.000) per year in proportion for the period from 10.7.2025 onwards,\u00a0 if he\/she is elected as a member of the Remuneration and Nomination Committee after its constitution as a body and for as long as he\/she retains the status of a member of this Committee and an additional twelve thousand euros (\u20ac12.000) per year in proportion for the period from 10.7.2025 onwards, if he\/she is elected President of the Audit Committee after its constitution as a body and for as long as he\/she retains this status;\u00a0 i.e. a total of twenty-five thousand euros (25.000 \u20ac) per year from 10.7.2025 onwards and for as long as it retains each of the above qualities.<\/p>\n

          Finally, it is proposed to pre-approve the payment of various travel, travel and attendance expenses in general to members of the Board of Directors (such as mobile telephony expenses, any mandatory insurance contributions, use of the Company’s cars and payment of their usage expenses) during the current fiscal year 2025 and until the Annual General Meeting of the year 2026. The relevant amounts will be included in the Remuneration Report of the members of the Board of Directors for the financial year 2025, which will be disclosed to the shareholders in accordance with the law.<\/p>\n

          ISSUE 9th<\/sup>:<\/strong> Granting permission to the members of the Board of Directors and the directors of the Company, pursuant to article 98 of Law no. 4548\/2018, to participate in the boards of directors or management of other companies that pursue similar or similar objectives.<\/strong><\/p>\n

          The Board of Directors recommends the granting of license, in accordance with article 98 \u00a71 of Law 4548\/2018, to the members of the Board of Directors and the directors of the Company in order to participate in Boards of Directors or in the management of companies that pursue similar or similar purposes, as well as to participate as general partners or sole shareholders or partners in the above companies.<\/p>\n

          ISSUE 10th<\/sup>:<\/strong> Submission of the Report of the Audit Committee for the financial year 2024 pursuant to article 44 of Law No.4449 of 2017 and the Report of the Independent Non-Executive Members of the Board of Directors pursuant to Article 9 of Law 4706\/2020.<\/strong><\/p>\n

          A.<\/strong> In accordance with article 44 \u00a71(i) of Law 4449\/2017, as in force, the Audit Committee of the Company submits to the Annual General Meeting the Annual General Meeting the Annual Report for the financial year 2024, which is incorporated in the Corporate Governance Statement, constitutes a section of the Management Report of the Board of Directors for the financial year 2024 and is available on the Company’s website www.kiriacoulis.com in the Financial Data \/ Financial Statements section as well as in the Management section.<\/p>\n

          B.<\/strong> In accordance with Article 9 \u00a75 of Law 4706\/2020, the Annual General Meeting is brought to the attention of the Joint Report of the Independent Non-Executive Members of the Board of Directors for the financial year 2024, which is available on the Company’s website www.kiriacoulis.com in the Shareholder Rights section.<\/p>\n

          It is noted that this issue does not require a decision and is not put to a vote.<\/p>\n

          ISSUE 11th<\/sup>:<\/strong> New Audit Committee and determination of its specific characteristics pursuant to Article 44 of Law 4449\/2017.<\/strong><\/p>\n

          PROPOSAL OF THE REMUNERATION AND NOMINATIONS COMMITTEE AND DETERMINATION OF ELIGIBILITY CRITERIA<\/strong><\/p>\n

          In accordance with the proposal of the Remuneration and Nominations Committee dated 18.6.2025 and its relevant decision by which it accepted it (minutes of the Board of Directors 611\/18.6.2025), the Board of Directors proposes to the General Meeting that the Audit Committee be henceforth a Committee of the Board of Directors consisting of non-executive members of the Board of Directors in accordance with the specific provisions of article 44 \u00a71.a) subpara. aa) Law 4449\/2017, as in force. In this case, the General Meeting decides on the type of Audit Committee, its mandate, the number and qualities of its members, while the members of the Audit Committee are appointed by the Board of Directors itself in accordance with the respective provisions of article 44 \u00a71.b) and 44 \u00a71.c) of Law 4449\/2017, as in force.<\/p>\n

          In this context, and in accordance with the above proposal of the Remuneration and Nominations Committee dated 18.6.2025, the Board of Directors proposes to the General Meeting that the Audit Committee be henceforth a Committee of the Board of Directors, consisting of three (3) non-executive members of the BoD, of which two are independent non-executive members, from the persons proposed for election to the BoD, according to the above,\u00a0 with a term equal to the term of office of the Board of Directors proposed for election, i.e. four years from the date of its election by the invited General Meeting of 10.7.2025, which may be automatically extended until the expiry of the deadline within which the Ordinary General Meeting of the year 2029 should convene and until the relevant decision is taken.<\/p>\n

          Furthermore, with its above-mentioned proposal dated 18.6.2025, the Remuneration and Nominations Committee recommends to the proposed Board of Directors for election, after its election and its formation into a body, to appoint the following members of the Board of Directors as members of the Audit Committee:<\/p>\n

            \n
          1. Kalliopi D. Papadopoulou,<\/li>\n
          2. Christina V. Korkidi and<\/li>\n
          3. Theofanis S. Kiriacoulis<\/li>\n<\/ol>\n

            The detailed CVs of the proposed members have been posted on the Company’s website www.kiriacoulis.com in the section Shareholders’ Rights \/ Announcements.<\/p>\n

            Justification of the proposal & Determination of eligibility criteria<\/u><\/p>\n

            As confirmed by the Remuneration and Nomination Committee, at its above meeting on 18.6.2025, with the election of the above nominees, the Audit Committee meets the requirements of article 44 of Law 4449\/2017, as in force, and is in accordance with the Company’s Suitability Policy, given that: i) it is composed of three non-executive members of the BoD, the majority of whom are independent non-executive members,\u00a0 ii) all members of the Committee have sufficient knowledge in the areas of activity of the company, i.e. tourism and shipping, iii) one member of the Committee, K. Papadopoulou, has sufficient knowledge and experience in accounting and in) the majority of the members of the Committee are independent of the company within the meaning of article 9 \u00a7\u00a71,2 of Law 4706\/2020,\u00a0 as it is applied proportionately to the members of the Audit Committee (Article 92 of Law 4706\/2020).<\/p>\n

            ISSUE 12th<\/sup>:<\/strong> Miscellaneous announcements<\/strong><\/p>\n

            This includes announcements on matters that the Board of Directors wishes to disclose to the Meeting, but do not require a decision and are not put to a vote.<\/p>\n","protected":false},"excerpt":{"rendered":"

            PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 10th of JULY 2025 According to article 123 \u00a73 par.<\/p>\n","protected":false},"author":8,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[9,904],"tags":[],"class_list":["post-23931","post","type-post","status-publish","format-standard","hentry","category-shareholders-rights","category-announcements"],"_links":{"self":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/23931","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/users\/8"}],"replies":[{"embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/comments?post=23931"}],"version-history":[{"count":0,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/23931\/revisions"}],"wp:attachment":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/media?parent=23931"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/categories?post=23931"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/tags?post=23931"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}