{"id":24811,"date":"2026-02-20T09:10:59","date_gmt":"2026-02-20T07:10:59","guid":{"rendered":"https:\/\/yknot.gr\/ir\/?p=24811"},"modified":"2026-03-11T13:28:07","modified_gmt":"2026-03-11T11:28:07","slug":"proposals-upon-all-issues-of-the-agenda-of-the-extraordinary-general-meeting-of-16th-of-march-2026","status":"publish","type":"post","link":"https:\/\/yknot.gr\/ir\/proposals-upon-all-issues-of-the-agenda-of-the-extraordinary-general-meeting-of-16th-of-march-2026\/","title":{"rendered":"Proposals upon all issues of the agenda of the Extraordinary General Meeting of 16th of March 2026"},"content":{"rendered":"

PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF 16th of MARCH 2026<\/strong><\/p>\n

Item 1: Share Capital Increase with Pre-emptive Rights in Favor of Existing Shareholders through Cash Payment and the issuance of new common registered voting shares. Amendment of Article 5 of the Articles of Association regarding Share Capital. Granting Authorizations.<\/strong><\/p>\n

\u00a0<\/strong>The Company\u2019s Board of Directors, having taken into consideration the current developments in the industry in which the Company operates, market prospects, as well as the strategic directions of Management, proposes to the General Meeting of Shareholders the raising of total capital up to the amount of \u20ac22,800,000 through a share capital increase of the Company up to \u20ac22,800,000 by cash payment, with Pre\u2011emptive Rights in favor of existing Shareholders, through the issuance of up to 38,000,000 new common, dematerialized, registered voting shares, each with a nominal value of \u20ac0.60 (the \u201cNew Shares\u201d) (the \u201cIncrease\u201d), in accordance with the specific terms set out below:<\/p>\n

1.1 Possibility of partial coverage of the Increase<\/strong><\/p>\n

For reasons of flexibility, it is proposed that the Increase may be partially covered, in accordance with Article 28 of Law 4548\/2018, as currently in force.<\/p>\n

1.2 Offering Price<\/strong><\/p>\n

To allow the Company to take advantage of the most appropriate market conditions, the Board of Directors proposes the General Meeting of Shareholders:<\/p>\n

(a) that the General Meeting grant authorization to the Board of Directors to determine the offering price of the New Shares (the \u201cOffering Price\u201d) within a period not exceeding one year from the date of the relevant resolution of the General Meeting, in accordance with Article 25 para. 2 of Law 4548\/2018,
\n(b) that the Offering Price may be higher than the stock market price of the Company\u2019s existing shares at the time of the detachment of the pre\u2011emptive rights,
\n(c) that any difference between the nominal value of the New Shares and the Offering Price be credited to the Company\u2019s equity account \u201cShare premium\u201d, and
\n(d) that no fractional shares be issued.<\/p>\n

1.3 Right of pre\u2011subscription for any unsubscribed New Shares<\/strong><\/p>\n

The Board of Directors also proposes that the General Meeting grant existing shareholders who fully exercise their pre\u2011emptive rights in the Increase the right to pre\u2011subscribe<\/strong> for the acquisition of any unsubscribed New Shares on a proportional basis, in accordance with Article 8 (e), second subparagraph of Law 3461\/2006.<\/p>\n

Furthermore, in the event that the total amount of the Increase is not fully covered despite the exercise of pre\u2011emptive rights and pre\u2011subscription rights, the Board of Directors should be authorized, pursuant to Article 26 para. 4 of Law 4548\/2018, as in force, to dispose of any unsubscribed shares at its discretion.<\/p>\n

1.4 Deadline and Procedure for Exercising Pre\u2011emptive Rights. Timeline of the Share Capital Increase<\/strong><\/p>\n

The Board of Directors proposes to the General Meeting of Shareholders that the period for exercising the Pre\u2011emptive Rights be fourteen (14) days from the above decision of the Board of Directors determining the offering price of the New Shares in accordance with Article 25 para. Law 4548\/2018, and that such period may be extended by decision of the Board of Directors of the Company, subject to compliance with the deadline for payment of the Increase.<\/p>\n

The Board of Directors further proposes that the General Meeting of Shareholders grant authorization to the Board of Directors to determine the date of detachment of the pre\u2011emptive rights, the period during which the pre\u2011emptive rights will be traded, as well as all details relating to the pre\u2011emptive and pre\u2011subscription rights, all technical and procedural terms related to the pre\u2011subscription right, the method of exercising such right, and, more generally, to take all necessary actions and regulate the details for the Increase and the listing of the New Shares for trading on the Athens Stock Exchange (the \u201cATHEX\u201d), including, among others, the preparation of a Document pursuant to Annex IX of Regulation (EU) 2017\/1129, with the right to sub\u2011delegate to any member of the Board or any employee of the Company.<\/p>\n

1.5 Amendment of Article 5 of the Articles of Association regarding Share Capital<\/strong><\/p>\n

The Board of Directors proposes that the General Meeting of Shareholders approve the amendment of Article 5 of the Articles of Association on share capital, so that it reflects the Company\u2019s share capital following completion of the Increase, and that authorization be granted to the Company\u2019s Board of Directors to take care of the certification of payment of the Increase in accordance with Article 20 para. 6 of Law 4548\/2018, to adjust Article 5 of the Articles of Association to the final amount of the share capital, and to carry out all necessary actions and filings.<\/p>\n

In accordance with the above, the General Meeting of Shareholders is called upon:<\/strong><\/p>\n

(a) to resolve the raising of capital up to a total amount of \u20ac22,800,000 through a share capital increase of the Company up to \u20ac22,800,000, by cash payment, with Pre\u2011emptive Rights in favor of existing Shareholders, with the possibility of partial coverage pursuant to Article 28 of Law 4548\/2018, through the issuance of up to 38,000,000 new common, dematerialized, registered voting shares, each with a nominal value of \u20ac0.60, in accordance with the specific terms set out below:<\/p>\n

(i) a fourteen (14) \u2011day period for exercising Pre\u2011emptive Rights, commencing from the decision of the Board of Directors determining the offering price of the New Shares pursuant to Article 25 para. 2 of Law 4548\/2018, which period may be extended by decision of the Company\u2019s Board of Directors, subject to compliance with the deadline for payment of the Increase,<\/p>\n

(ii) that existing shareholders of the Company who have fully exercised their pre\u2011emptive rights in the Increase be granted the right to pre\u2011subscribe for the acquisition of any unsubscribed New Shares, on a proportional basis, in accordance with Article 8 (e), second subparagraph, of Law 3461\/2006, and, in the event that the Increase amount is not fully covered despite the exercise of pre\u2011emptive and pre\u2011subscription rights, that the Board of Directors be authorized, in accordance with Article 26 para. 4 of Law 4548\/2018, as in force, to dispose of any unsubscribed shares at its discretion,<\/p>\n

(iii) that the Offering Price may be higher than the stock market price of the Company\u2019s existing shares at the time of detachment of the pre\u2011emptive right,<\/p>\n

(iv) that any difference between the nominal value of the New Shares and the Offering Price be credited to the Company\u2019s equity account \u201cShare premium\u201d,
\n(v) that no fractional shares be issued, and
\n(vi) that the payment deadline may not exceed four (4) months, in accordance with Articles 20 para. 2 and 25 paras. 2 of Law 4548\/2018, with the expiry of such deadline to be specified by the Board of Directors.<\/p>\n

(b) To authorize the Board of Directors:<\/p>\n

(i) determine the offering price of the New Shares within a period that shall not exceed one year from the date of the relevant resolution of the General Meeting, in accordance with Article 25 para. 2 of Law 4548\/2018,<\/p>\n

(ii) to determine the date of detachment of the pre\u2011emptive right, the period during which the pre\u2011emptive rights will be traded, as well as all details regarding the pre\u2011emptive and pre\u2011subscription rights, all technical and procedural terms relating to the pre\u2011subscription right, the method of its exercise, and, more generally, to take all necessary actions and regulate all details for the Increase and the listing of the New Shares for trading on the Athens Stock Exchange (the \u201cATHEX\u201d), including, among others, the preparation of a Document in accordance with Annex IX of Regulation (EU) 2017\/1129, with the right of sub\u2011delegation to any member of the Board or to any employee of the Company, and<\/p>\n

(iii) to enter into the necessary agreements or contracts with intermediaries, arranging, coordinating or managing banks and\/or other investment services firms.<\/p>\n

(c) to resolve the amendment of Article 5 of the Articles of Association regarding share capital, so that it reflects the Company\u2019s share capital following completion of the Increase, and to grant authorization to the Company\u2019s Board of Directors to adjust Article 5 of the Articles of Association to the final share capital amount and to carry out all necessary acts and filings.<\/p>\n

Item 2<\/strong>: Amendment of Articles 1, 2, 11 and 13 of the Articles of Association and Codification Thereof<\/strong><\/p>\n

    \n
  1. Amendment of Article 1 of the Articles of Association regarding the corporate name<\/li>\n<\/ol>\n

    The General Meeting of Shareholders of 4 November 2025 resolved to change the corporate name of the Company to \u201cY\/KNOT Invest S.A.\u201d from \u201cKiriacoulis Mediterranean Cruises Shipping S.A.\u201d, with the purpose of aligning the corporate identity with the Company\u2019s new business profile and strategic reorganization.<\/p>\n

    In the context of enhancing transparency and highlighting the historical continuity of the Company as a legal entity, it is proposed that the Company\u2019s long-standing presence and trajectory in the Greek and international market under its historic corporate name be acknowledged and that a reference to this name be included in Article 1 of the Articles of Association.<\/p>\n

    The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548\/2018 and the terms of the Athens Stock Exchange Rulebook 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 regarding the Company\u2019s registered seat<\/li>\n<\/ol>\n

      The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 2 of the Articles of Association so that the registered seat of the Company be transferred to the Municipality of Kifisia.<\/p>\n

      The transfer of the registered seat serves the corporate interest, as it enhances operational efficiency by reducing operating costs and contributes to the long\u2011term sustainable development of the Company.<\/p>\n

      The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548\/2018, and will be accompanied by any necessary approvals from the competent authorities.<\/p>\n

        \n
      1. Amendment of Article 11 of the Articles of Association regarding the number of members of the Board of Directors<\/li>\n<\/ol>\n

        The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 11 of the Articles of Association, so that the minimum number of members of the Board of Directors increases from three (3) to six (6), and the maximum number of members increases from seven (7) to eleven (11).<\/p>\n

        The Board of Directors considers this amendment necessary to strengthen corporate governance, ensure alignment with best practices, and enhance the effective functioning of the Company\u2019s management, particularly during periods of growth or complex projects.<\/p>\n

        The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548\/2018 and the terms of the Athens Stock Exchange Rulebook and will be accompanied by any necessary approvals from the competent authorities.<\/p>\n

          \n
        1. Amendment of Article 13 of the Articles of Association regarding quorum of the Board of Directors<\/li>\n<\/ol>\n

          The Board of Directors proposes to the General Meeting of Shareholders the amendment of Article 13 of the Articles of Association so that the Board of Directors shall have quorum when half plus one of its members are present or represented.<\/p>\n

          It is noted that under the current provision a quorum of 5 members is required for decision\u2011making in the existing six\u2011member Board of Directors.<\/p>\n

          Consequently, the proposed amendment is considered necessary to ensure that the meetings of the body can be held smoothly and with sufficient participation for the adoption of valid resolutions.<\/p>\n

          The proposed amendment does not alter the legal form of the Company nor the rights of the shareholders, is consistent with the provisions of Law 4548\/2018 and the terms of the Athens Stock Exchange Rulebook and will be accompanied by any necessary approvals from the competent authorities.<\/p>\n

          The proposed amended Articles of Association to be approved are available in draft form on the Company\u2019s website, www.yknot.gr, under the section \u201cShareholders\u2019 Rights \/ Information\u201d.<\/p>\n

          In accordance with the above, the General Meeting of Shareholders is called to approve the proposed amended Articles of Association of the Company and its codification.<\/p>\n

          Item 3: Various announcements<\/strong><\/p>\n

          This item includes announcements on matters which the Board of Directors wishes to bring to the attention of the General Meeting, but which do not require a resolution 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 EXTRAORDINARY GENERAL MEETING OF 16th of MARCH 2026 Item 1: Share Capital Increase with<\/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-24811","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\/24811","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=24811"}],"version-history":[{"count":1,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/24811\/revisions"}],"predecessor-version":[{"id":24812,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/posts\/24811\/revisions\/24812"}],"wp:attachment":[{"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/media?parent=24811"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/categories?post=24811"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/yknot.gr\/ir\/wp-json\/wp\/v2\/tags?post=24811"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}