{"id":24588,"date":"2025-10-14T09:10:59","date_gmt":"2025-10-14T06:10:59","guid":{"rendered":"https:\/\/yknot.gr\/ir\/?p=24588"},"modified":"2025-11-10T13:41:43","modified_gmt":"2025-11-10T11:41:43","slug":"proposals-upon-all-issues-of-the-agenda-of-the-extraordinary-general-meeting-of-4th-of-november-2025","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/proposals-upon-all-issues-of-the-agenda-of-the-extraordinary-general-meeting-of-4th-of-november-2025\/","title":{"rendered":"Proposals upon all issues of the agenda of the Extraordinary General Meeting of 4th of November 2025"},"content":{"rendered":"

PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF 4th of NOVEMBER 2025<\/strong><\/p>\n

ITEM 1: Amendment of Articles 1, 2 and 4 of the Articles of Association and Codification Thereof<\/strong><\/p>\n

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\u2019s Articles of Association as follows:<\/p>\n

    \n
  1. Amendment of Article 1 of the Articles of Association concerning the corporate name and distinctive title<\/strong>
    \nThe Board of Directors proposes the change of the Company\u2019s corporate name in order to align the corporate identity with the new business profile and the strategic reorganization of the Company.<\/li>\n<\/ol>\n

    The new proposed corporate name is \u201cY\/KNOT Invest S.A.\u201d<\/strong>, and the proposed distinctive title is \u201cY\/KNOT S.A.\u201d<\/strong>. The corresponding name in English is proposed to be \u201cY\/KNOT Invest S.A.\u201d<\/strong> and the distinctive title \u201cY\/KNOT S.A.\u201d<\/strong>.<\/p>\n

    The proposed amendment does not alter the legal form of the Company or the shareholders\u2019 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.<\/p>\n

      \n
    1. Amendment of Article 2 of the Articles of Association concerning the registered office<\/strong>
      \nThe 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.<\/li>\n<\/ol>\n

      The proposed amendment is intended solely to facilitate the Company\u2019s 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\u2019s legal status or shareholders\u2019 rights.<\/p>\n

        \n
      1. Amendment of Article 4 of the Articles of Association concerning the corporate purpose<\/strong>
        \nIt is proposed to amend the Company\u2019s corporate purpose with a view to enhancing its competitiveness and taking advantage of new business opportunities, as follows:<\/li>\n<\/ol>\n

        \u201cArticle 4<\/strong><\/p>\n

          \n
        1. The purpose of the Company is:
          \n(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;
          \n(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;
          \n(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;
          \n(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;
          \n(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;
          \n(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;
          \n(g) The participation in Greek and\/or foreign companies of any legal form and purpose and the exercise of rights deriving from such participations;
          \n(h) The undertaking of investments in securities, real estate, or other assets for the purpose of capital strengthening and the Company\u2019s growth; and
          \n(i) The provision of advisory services in business management, financial management, strategic development, and investment matters.<\/li>\n
        2. For the attainment of its purpose, the Company may:
          \n(a) Establish branches, agencies, or other forms of secondary establishments anywhere in Greece or abroad;
          \n(b) Cooperate with any natural or legal person in any manner;
          \n(c) Represent any domestic or foreign enterprise with a similar or related purpose; and
          \n(d) Provide guarantees in favor of third legal or natural persons with whom the Company transacts, insofar as this serves its corporate purpose.<\/li>\n
        3. The Company may engage in any other act or activity directly or indirectly related to the above purposes or conducive to their attainment.\u201d<\/li>\n<\/ol>\n

          The proposed amendment of the corporate purpose does not alter the legal form of the Company or the shareholders\u2019 rights and complies with the provisions of Law 4548\/2018 and the Athens Stock Exchange Regulation.<\/p>\n

          The proposed amended Articles of Association of the Company are available as a Draft on the Company\u2019s website www.kiriacoulis.com<\/a><\/strong>, under the section Shareholders\u2019 Rights \/ Information<\/strong>.<\/p>\n

          Accordingly, the General Meeting of Shareholders is invited to approve the proposed amended Articles of Association of the Company.<\/p>\n

          ITEM 2: Amendment of the Remuneration Policy \u2013 Approval of a new Remuneration Policy pursuant to Articles 110 and 111 of Law 4548\/2018<\/strong><\/p>\n

          Pursuant to Article 110 \u00a72(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.<\/p>\n

          The Company\u2019s current Remuneration Policy was approved by resolution of the Ordinary General Meeting held on 22 July 2024<\/strong> and revised by resolution of the Ordinary General Meeting held on 10 July 2025<\/strong>.<\/p>\n

          However, by decision of 13 October 2025<\/strong>, the Board of Directors proposes to the General Meeting that the Company\u2019s Remuneration Policy be revised to include the possibility of all members of the Board of Directors participating in a free share award program<\/strong> 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.<\/p>\n

          Accordingly, pursuant to law, the revised Remuneration Policy must be approved by the Extraordinary General Meeting convened on 4 November 2025<\/strong>. The proposed revised Remuneration Policy is available as a Draft on the Company\u2019s website www.kiriacoulis.com<\/a><\/strong>, under the section Shareholders\u2019 Rights \/ Information<\/strong>.<\/p>\n

          ITEM 3: Establishment of a Share Buyback Program pursuant to Article 49 of Law 4548\/2018 and authorization of the Board of Directors<\/strong><\/p>\n

          The Board of Directors submits for approval to the General Meeting of Shareholders the establishment of a Share Buyback Program<\/strong> 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 \u201cBuyback Program\u201d).<\/p>\n

          The main characteristics of the proposed Buyback Program are as follows:<\/p>\n