to the Ordinary General Assembly of the shareholders of
“KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.”
(Reg. No. 14274/06/Β/86/09)
Following the Board of Directors decision of 30.05.2014 and in accordance with the law and the company’s Articles of Association, the shareholders of “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” are invited to the Ordinary General Assembly on Wednesday, the 25th of June 2014, at 16.00 p.m., at the registered offices of the company in Alimos – Attica, at 7, Alimou Ave., for discussing and taking decisions on the following issues:
AGENTA OF THE MEETING
1.Submission and hearing of the Board of Directors and the Chartered Αuditor’s reports concerning the Annual Financial Report of the period 01.01.2013 to 31.12.2013, for the company and the Group.
2. Submission and approval of the Annual Financial Report of the period 01.01.2013 to 31.12.2013 for the company and the Group together with the report prepared by the Chartered Auditor.
3. Discharge of the members of the Board of Directors and of the Chartered Auditor from any liability for compensation deriving from the Annual Financial Report and from the administration and management in general for the period 01.01 -31.12.2013.
4. Election of Chartered Auditors (ordinary/deputy) for the period 1 January till 31 December 2014 and arrangement of their fees.
5. Approval of the profits distribution.
6. Approval of the remuneration and expenses paid to the members of the Board of Directors and fixing of their relevant future remuneration and expenses.
7. Election of new members to the Board of Directors.
8. Election of an Audit Committee for the company in accordance with the provisions of L. 3016/2002 (article 7 §2) and L. 3693/2008 (article 37 §1).
9. Various issues and announcements.
Furthermore and in accordance with Codified Law 2190/1920 as amended by Law 3884/2010 and is in force, the Board of Directors informs the shareholders of the company with the following:
Α. Any person appearing as a shareholder of the Company’s ordinary shares in the registry of the Dematerialized Securities System (“DSS”) managed by “Hellenic Exchanges S.A.” (“HELEX”), on June 20, 2014 (Record Date), has the right to participate in the Ordinary General Assembly i.e. the fifth (5th) day before the date of the Ordinary General Assembly. Proof of shareholder’s capacity is verified by submitting relevant written confirmation from HELEX or electronically by HELEX through the Company’s online connection with the DSS. The relevant written confirmation or electronic certification concerning the shareholder’s capacity must reach the Company no later than 22/06/2014 i.e. the third (3rd) day before the date of the Ordinary General Assembly. Each share gives the right to one vote.The exercise of this right does not require the blocking of shares or any other process which restricts the shareholders’ ability to sell and transfer shares during the period between the Record Date and the General Assembly.Towards the company is entitled to participate and vote in the General Assembly only a person with shareholder capacity at the corresponding Record Date. Failure to comply with the provisions of article 28a of Codified Law 2190/1920, the shareholder may participate in the General Assembly only after its permission.
Β. A shareholder may participate in the General Assembly and vote either in person or by proxy holder. The articles of association does not allow to shareholders the opportunity of participation in the General Assembly by electronic means, without their natural presence in the place of the Assembly, nor the opportunity to vote from distance either by electronic means or by correspondence.
Each shareholder may appoint up to three (3) proxies holders and the legal entities – shareholders may appoint as their representatives up to three (3) individuals. If a shareholder holds shares of the company in more than one securities account, he may appoint different proxies holders for those shares held in each securities account. A proxy holder acting on behalf of more than one shareholder may vote differently for each shareholder. The proxy holder must acknowledge to the company, before the beginning of the General Assembly each specific event, which can be useful to shareholders to assess the risk for a proxy holder to serve different interests than the shareholder’s. Conflict of interests may arise particularly when the proxy holder is: a) a shareholder who has control of the company or other legal person or entity controlled by this shareholder, b) a member of the Board of Directors or the management of the company or shareholder who has control of the company or other legal person or entity controlled by a shareholder who has control of the company, c) an employee or an auditor of the company or shareholder who has its control or other legal person or entity controlled by a shareholder who has control of the company, d) a spouse or relative of first degree with one of the individuals mentioned in the above cases (a) to (c).
The appointment and the revocation of a proxy holder shall be made in writing and shall be notified to the company at least 3 days prior to the date of the General Assembly. The power of attorney for the appointment of a proxy holder will be available to shareholders at the company’s website www.kiriacoulis.com and at the company’s registered offices (7, Alimou Ave., Alimos – Attica, tel. 210 9886187 & fax 210 9844529). The above application form must be submitted completed and signed by the shareholder at the company’s registered offices in the above address no later than June 22 of 2014.
C. Shareholders’ Minority Interests – As provided in Article 26 of Codified Law 2190/1920, as it stands today, the company informs its shareholders for the following:
(a) At the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the company shall be obliged to enter additional items on the agenda of the General Assembly, provided that it receives the relevant request within at least 15 days prior to the General Assembly. The request to have additional items included in the agenda shall be accompanied by a justification or a draft decision for approval by the General Assembly and the revised agenda shall be published in the same manner as the previous agenda thirteen (13) days before the date of the General Assembly and shall also be made available to shareholders on the Company’s website, along with the justification or draft decision submitted by the shareholders as provided in Article 27 pragraph 3 of Codified Law 2190/1920.
(b) At the request of Shareholders representing one twentieth (1/20) of the paid-up share capital, the Board of Directors of the company shall make available to shareholders, as provided in Article 27 paragraph 3 of Codified Law 2190/1920, six (6) days prior to the date of the General Assembly drafts of decisions on the items which have been included in the initial or revised agenda, if the relevant request is received by the Board of Directors at least seven (7) days prior to the date the General Assembly.
(c) Following any shareholder’s request submitted to the company at least five (5) full days prior to the General Assembly, the Board of Directors is under the obligation to provide to the General Assembly all requested specific information concerning the company’s corporate affairs, to the extent that such information is useful towards a realistic assessment of the daily agenda issues. The Board of Directors may respond in a standardized manner to shareholders’ requests having identical content. No obligation to provide information exists when the relevant information is already available on the company’s website, particularly in a question and answer format. Moreover, following a request by shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is under the obligation to announce to the General Assembly, the amounts paid to every member of the Board of Directors or to company executives during the last two years, as well as any allowance to these persons for whatever reason or contractual agreement among them and the company. In all above cases the Board of Directors may refuse to provide the information on the grounds of sufficient substantial reason, which has to be stated in the General Assembly’s records.
(d) Following a request by shareholders representing one fifth (1/5) of the paid up share capital submitted to the company at least five (5) full days prior to the General Assembly, the Board of Directors is under the obligation to provide to the General Assembly information to the course of the company’s corporate affairs and its financial position. The Board of Directors may refuse to provide the information on the grounds of sufficient substantial reason, which has to be stated in the General Assembly’s records.
In all the above mentioned cases the shareholders filling the application, are obliged to prove their shareholder capacity and the number of the shares they own when they exercise their right. Such proof is also the submission of certificate from the organisation in which the relevant transferable securities are registered or the verification of the shareholder capacity through direct electronic access among the company and the organisation.
D. Available Documents and Information -The information referred to the article 27 par. 3 of the Codified Law 2190/1920 will be available in electronic form at the Company’s website www.kiriacoulis.com. The Shareholders can, also, obtain copies of the above mentioned documents from the Company’s registered offices (7, Alimou Ave., Alimos – Attica, tel. 210 9886187 & fax 210 9844529).