PROPOSALS OF THE BOARD OF DIRECTORS FOR DECISIONS UPON ALL ISSUES OF THE AGENDA OF THE ORDINARY GENERAL ASSEMBLY OF 22 JUNE 2015

ISSUE 1st and 2nd : Submission and hearing of the Board of Directors and the Chartered Auditor’s reports concerning the Annual Financial Report of the period 01.01.2014 to 31.12.2014, for the company and the Group. Submission and approval of the Annual Financial Report of the period 01.01.2014 to 31.12.2014 for the company and the Group together with the report prepared by the Chartered Auditor.

The Board of Directors recommends the approval of the Annual Financial Report of the company and the Group for the period 1.1.2014 to 31.12.2014 and the Auditor’s report as submitted to the statutory form of publicity and posted on the website.

ISSUE 3rd: 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 01.01.2014 to 31.12.2014.

It is proposed the 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 the administration and management in general of fiscal season 2014.

ISSUE 4th: Election of Chartered Auditors (ordinary/deputy) for the period 1 January till 31 December 2015 and arrangement of their fees.

The Board of Directors proposes as auditor for the year 1.1.2015 to 31.12.2015 the auditing firm “Associated Certified Public Accountants S.A” (SOEL Reg. Number 125). The audit fee for the year 2015 will be determined by decision of the Board of Directors in accordance with auditing data. It is also proposed the approval of the fee paid to the auditing firm “Associated Certified Public Accountants S.A” for auditing the financial statements for the year 2014, an amount equal to 19.008 € plus value added tax (VAT) for operating ordinary audit and an amount equal to 8.000 € plus value added tax (VAT) for operating tax audit.

ISSUE 5th: Approval of the profits distribution.

The Board of Directors announces that the company’s total comprehensive income for the period was negative and therefore, there is no issue of dividend distribution to the shareholders. The amount of the company’s total comprehensive income for the period will be transferred in the account of retained earnings.

ISSUE 6th: Approval of the remuneration and expenses paid to the members of the Board of Directors and fixing of their relevant future remuneration and expenses.

The Board of Directors proposes the approval of the fee paid equal to 16.880,08 € for season 2014 in the member of the Board (until 25.06.2014) Mr. Alexandros Foukas for his services as an executive director of the company and the fee paid equal to 29.451,66 € for season 2014 in the member of the Board (from 25.06.2014) Mrs. Hariklia D. Theodorou for her services as an executive director (supervisor of accounting department) of the company. Furthermore, the Board of Directors recommends the payment of remuneration to Mrs. Hariklia D. Theodorou 2.103,69 € per month, from January 1st, 2015 onwards for these services (2.103,69 € x 14 annually = 29.451,66 €). Further, it is proposed the approval of the paid expenses to the members of the Board of Directors for travel, movement and entertainment in general as well as the use of company cars by members of the Board of Directors during fiscal season 2014 and to authorize and approve the payment of costs of travel, movement, residence, various entertainment expenses, etc. for all members of the Board of Directors, if acting on the company’s affairs, as well as the use of company cars by members of the Board of Directors during the current year.

ISSUE 7th: Grant special permission for the signing of private agreements for the purchase of registered shares of the company “”Κ & G MEDITERRANEAN MARINAS MANAGEMENT S.A.” with sellers the companies “LEFKAS MARINA S.A.” and “MARINA KALAMATAS TOURISM S.A.” according to article 23a par. 2 of the Codified Law 2190/1920.

Following the recent restructuring of the Group that manages the tourist ports, the company “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” holds 1.192.501 registered shares of the company “Κ & G MEDITERRANEAN MARINAS MANAGEMENT S.A.”, i.e. percentage of 9,63% of total number of shares of € 1,00 par value each. Under the company’s business plans for holding as final percentage the 10% of total number of shares of the company “Κ & G MEDITERRANEAN MARINAS MANAGEMENT S.A.”, its Board of Directors proposes the purchase of 45.000 registered shares of the company “Κ & G MEDITERRANEAN MARINAS MANAGEMENT S.A.” and particularly, the purchase of 31.500 shares from the company “LEFKAS MARINA S.A.” and 13.500 shares from the company “MARINA KALAMATAS TOURISM S.A.” at 1,00 euro par value each. This price, which is equal to the value of the registered share, corresponds both to current and book value of share according to IFRS. Given that the above transactions are subject to article 23a par. 2 of the Codified Law 2190/1920 it is proposed the grant of special permission by the General assembly for the signing of the relevant agreements.

ISSUE 8th: Approval of granting guarantee to subsidiary company.

The Board of Directors proposes the approval of the guarantee that the company “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” granted in favor of its subsidiary company “KIRIACOULIS MEDITERRANEAN D.O.O.”, with registered office in Croatia (Cesta prekomorskih brigade 12, Pula, with registration number 04988725081), in raising loan agreement, for the amount up to 352.842,55 € plus interest and expenses, between the aforementioned subsidiary and the Croatian bank “SG LEASING D.O.O.” aiming the finance of the purchase of two yachts.