REMUNERATION REPORT OF THE BOARD OF DIRECTORS OF

KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.

FOR THE FISCAL YEAR 2019

Α. Introduction                                                                 

This remuneration report (hereinafter referred to as the “Report”) was prepared by the Board of Directors of ” KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.” (hereinafter the “Company”) in accordance with article 112 of Law 4548/2018. The content of the Report is a comprehensive overview of the total salaries of the members of the Board of Directors for the year 2019 (defined as the period from 1/1/2019 to 31/12/2019). The total of the components of these remunerations is regulated by the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders of July 29, 2019.

This Report for the year 2019 will be submitted for discussion at the Annual Ordinary General Meeting of the Company’s shareholders, which will be held on July 29, 2020 as a separate item on the agenda and will then be made available to the public on the Company’s website address www.kiriacoulis.com, for a period of at least ten years.

Β. Presentation of Remuneration of the members of the Board of Directors

The Board of Directors of the Company consisted throughout the fiscal year 2019 of the persons of the following table:

According to the approved Remuneration Policy of the members of the Board of Directors, the Company did not pay in the year 2019 any remuneration to the members of the Board of Directors for their participation in the Board of Directors. Remuneration and benefits of a different nature paid to members of the Board of Directors or to third parties in favour of them within the same fiscal year were, on the whole, of a fixed nature.

The total remuneration of each member of the Company’s Board of Directors for the year 2019 are presented on the following table:

Regarding with the amounts included in the above table, the following should be mentioned:

1. Column (2): Hariklia Theodorou, non-executive member of the Board of Directors, is associated (since 1/2/1997) with the Company with an employment contract of indefinite duration, receiving a salary for her employment as Accountant. For all issues related to the specific employment contract, such as pay, working hours, leave, training, evaluation, retirement, the provisions of the Human Resources Management Policy are applied, which, taking into account the current labor legislation., is included in the Internal Operating Regulations of the Company. The amount listed in the table (€ 29,452) refers to the total annual value of the gross salaries of this member, ie the total amount paid on a regular basis before deducting the legal insurance deductions, the personal income tax and the solidarity contribution.
2. Column (3): The amount of € 706 concerning Mr. Theofanis Kiriacoulis, Chairman and Managing Director of the Board of Directors, refers to mobile service fees.
3. Column (4): The amount of € 2,171 concerns the insurance of Mr. Theofanis Kiriacoulis, Chairman and Managing Director of the Board of Directors, in the Unified Social Security Institution, which is a mandatory basis of article 25 paragraph 9 of Law 3846/2010, according to the interpretation of which the members of the Board of Directors of a public limited company and the managers of limited liability companies with a percentage of direct and / or indirect participation of at least 3% have an obligation of a public insurance body. The Company from September 2014 undertook the coverage of the relevant obligation to the insurance company, considering its amount as a benefit. Finally, the amount of € 8,395 relates to employer contributions generated by the employment contract with which Mrs. Hariklia Theodorou, non-executive member of the Board of Directors, is associated with the Company, which are calculated in accordance with the provisions of labour law.
4. Column (5): The amount of € 4.679 concerns the costs of using the Company’s privately owned car by Mr. Theofanis Kiriacoulis, Chairman and CEO of the Board of Directors. The costs of this provision include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car fuel with the relevant amounts which borne Company’s results for year 2019.

C. Timeless Comparative Analysis

The following table presents the course of the total remuneration of the members of the Board of Directors, the arithmetic mean of the gross remuneration of the full-time employees of the Company (excluding the gross remuneration of the executives who are also members of the Board of Directors) and of the results after taxes of the Company (financial size selected as a criterion of performance of the Company, as stated in the published Statements of Comprehensive Income of the presented fiscal years), during the last five years:

D. Other Issues

D.1 Remuneration of all kinds from a company that belongs in the Group of “KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A.”

The results for the year 2019 of the subsidiary KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING SOLE SHAREHOLDER CO. LTD were charged with the following amounts:

• The amount of € 795 concerning Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, refers to mobile telephony services fees.
• The amount of € 2.170 concerns the insurance of Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, in the Single Social Security Entity, which is a mandatory basis of article 25 paragraph 9 of Law 3846/2010. Since September 2014, the subsidiary undertook to cover the relevant obligation to the insurance entity, considering its amount as a benefit.
• The amount of € 14.653 concerns the expenses of using the privately owned car of the subsidiary by Mr. Spiridonas Kiriacoulis, Manager of the subsidiary. The costs of this benefit include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car fuel
• The amount of € 720 concerning Mrs. Hariklia Theodorou, who is responsible for the preparation of the financial statements of the subsidiary, refers to mobile phone service fees.

D.2. Number of shares and options for shares that have been granted or offered to the members of the Board of Directors of the Company and main conditions for exercising the rights, as well as any change on them.

In accordance with the approved Remuneration Policy of the members of the Board of Directors, there is the possibility of establishing a program for the distribution of shares to the independent non-executive members of the Board of Directors in the form of an option to acquire shares. During the fiscal year 2019, no new or old program of distribution of shares to the independent non-executive members of the Board of Directors of this form was in force.

D.3. Exercised options by members of the Board of Directors in the framework of the Company’s share distribution programs.

There is no such case (see D.2).

D.4. Information on the use of the recovery possibility by the Company of variable remuneration paid to members of the Board of Directors.

According to the approved Remuneration Policy of the members of the Board of Directors, there is no such remuneration.

D.5. Derogations from the application of the approved Remuneration Policy of the members of the Board of Directors of the Company.

All financial remuneration of members of the Board of Directors for the year 2019 are fully in line with the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders on July 29, 2019.