Exhibit 99.2
GLOBUS MARITIME LIMITED
August 24, 2020
TO THE SHAREHOLDERS OF GLOBUS MARITIME
LIMITED
Enclosed is a Notice of Annual
Meeting of Shareholders (the “Meeting”) of Globus Maritime Limited (the “Company”), which will be held
at the offices of Globus Shipmanagement Corp. located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 16674 Attica, Greece, on
September 24, 2020 at 11:00 a.m. local time, and related materials.
At the Meeting, the shareholders
of the Company will consider and vote upon the following proposals:
| 1. | To elect two Class I directors to serve until the 2023 annual meeting of
shareholders (“Proposal One”); |
| 2. | To approve the appointment of Ernst & Young (Hellas) Certified Auditors
Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020 (“Proposal Two”); |
| 3. | To approve one or more amendments to the Company’s Articles of Incorporation
to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock and Series B preferred
shares by an aggregate ratio of not more than one-for-100, with the exact ratio to be set at a whole number to be determined by
the Company’s Board of Directors or a committee thereof in its discretion, at any time or times after approval of the amendments,
and to authorize the Company’s Board of Directors to implement one or more reverse stock splits by filing one or more amendments
with the Registrar of Corporations of the Republic of the Marshall Islands (“Proposal Three”); |
| 4. | To approve an amendment and restatement of the Company’s Articles
of Incorporation, substantially in the form attached to the accompanying Proxy Statement as Appendix II (“Proposal
Four”); and |
| 5. | To transact any other business as may properly come before the Meeting
or any adjournment thereof. |
Adoption of Proposal One requires
the affirmative vote of a plurality of the votes cast by shareholders present in person or by proxy and entitled to vote at the
Meeting, provided that a quorum is present. Adoption of Proposal Two requires the affirmative vote of a majority of the votes cast
by shareholders present in person or by proxy and entitled to vote at the Meeting, provided that a quorum is present. Adoption
of Proposal Three requires the affirmative vote of a majority of the votes eligible to be cast by shareholders entitled to vote
thereon. Adoption of Proposal Four requires the affirmative vote of a majority of the votes eligible to be cast by shareholders
entitled to vote thereon.
You are cordially invited
to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person. If your shares
are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring a legal proxy from
your broker, bank or other nominee in order to vote.
WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE
POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED
PROXY PROMPTLY WILL BE APPRECIATED.
ANY SIGNED PROXY RETURNED
AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
| | Very truly yours, |
| | |
| |  |
| | Athanasios Feidakis |
| | President, Chief Executive Officer and Chief Financial Officer |
GLOBUS MARITIME LIMITED
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
September 24, 2020
NOTICE IS HEREBY given that
the annual meeting of shareholders (the “Meeting”) of Globus Maritime Limited (the “Company”) will be held
at the offices of Globus Shipmanagement Corp., located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 16674 Attica, Greece on
September 24, 2020 at 11:00 a.m. local time, for the following purposes, of which items 1, 2, 3 and 4 are more completely set forth
in the accompanying Proxy Statement:
| 1. | To elect two Class I directors to serve until the 2023 Annual Meeting of
Shareholders (“Proposal One”); |
| 2. | To approve the appointment of Ernst & Young (Hellas) Certified Auditors
Accountants S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020 (“Proposal Two”); |
| 3. | To approve one or more amendments to the Company’s Articles of Incorporation to effect
one or more reverse stock splits of the Company’s issued and outstanding shares of common stock and Series B preferred shares
by an aggregate ratio of not more than one-for-100, with the exact ratio to be set at a whole number to be determined by the Company’s
Board of Directors or a committee thereof in its discretion, at any time or times after approval of the amendments, and to authorize
the Company’s Board of Directors to implement one or more reverse stock splits by filing one or more amendments with the
Registrar of Corporations of the Republic of the Marshall Islands (“Proposal Three”); |
| 4. | To approve an amendment and restatement of the Company’s Articles of Incorporation, substantially
in the form attached to the accompanying Proxy Statement as Appendix II (“Proposal Four”); and |
| 5. | To transact any other business as may properly come before the Meeting or any adjournment thereof. |
The board of directors of
the Company has fixed the close of business on August 18, 2020 as the record date for the determination of the shareholders entitled
to receive notice of and to vote at the Meeting.
You are cordially invited
to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person. If your shares
are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring a legal proxy from
your broker, bank or other nominee in order to vote.
To constitute a quorum, there
must be present either in person or by proxy shareholders of record holding at least one third of the voting power of the shares
entitled to vote at the Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE
IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED
PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL PROPOSALS
PRESENTED IN THE PROXY STATEMENT.
If you attend the Meeting
and do not hold your shares through an account with a brokerage firm, bank or other nominee, you may revoke your proxy and vote
in person. If you hold your shares through an account with a brokerage firm, bank or other nominee, please follow the instructions
you receive from them to vote your shares or to revoke your vote, if necessary.
The Company’s Annual Report
on Form 20-F (the “2019 Annual Report”), which contains the Company’s audited financial statements for the fiscal
year ended December 31, 2019, is available on the Company’s website at www.globusmaritime.gr. Any shareholder may receive
a hard copy of the Company’s 2019 Annual Report, free of charge upon request.
This Notice of the Meeting,
the Proxy Statement and related materials, including the Company’s 2019 Annual Report, can also be found at:
http://globusmaritime.agmdocuments.com/agm2020.html
| | By Order of the Board of Directors |
| | |
| |  |
| | Olga Lambrianidou |
| | Secretary |
| August 24, 2020 | |
GLOBUS MARITIME LIMITED
PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 24,
2020
INFORMATION CONCERNING
SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited
on behalf of the board of directors of Globus Maritime Limited, a Marshall Islands corporation (the “Company”), for
use at the annual meeting of shareholders to be held at the offices of Globus Shipmanagement Corp., located at 128 Vouliagmenis
Avenue, 3rd floor, Glyfada, 166 74 Attica, Greece on September 24, 2020 at 11:00 a.m. local time, or at any adjournment or postponement
thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders.
This Proxy Statement and the accompanying form of proxy are expected to be mailed to shareholders of the Company entitled to vote
at the Meeting on or about August 24, 2020.
VOTING RIGHTS AND OUTSTANDING
SHARES
On August 18, 2020 (the “Record
Date”), the Company had outstanding 175,593,007 common shares, par value $0.004 per share (the “Common Shares”)
and 30,000 Series B preferred shares, par value $0.001 per share (the “Series B Preferred Shares” and together with
the Common Shares, the “Shares,” and any holder of Shares, a “Shareholder”). Each Shareholder of record
at the close of business on the Record Date is entitled to one vote for each Common Share then held and 25,000 votes for each Series
B Preferred Share then held provided however, that pursuant to the Amended and Restated Statement of Designation of the
Series B Preferred Shares, no holder of Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred
Share that would result in the total number of votes such holder, together with each beneficial owner of such Series B Preferred
Share and any of their affiliates, is entitled to vote (including any voting power derived from Series B Preferred Shares or Common
Shares) to exceed 49.99% of the total number of votes eligible to be cast.
To constitute a quorum, there
must be present either in person or by proxy one or more Shareholders of record holding at least one third of the voting power
of the Shares entitled to vote at the Meeting. The Shares represented by any proxy in the enclosed form will be voted in accordance
with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of
voting at the Meeting or any adjournment or postponement thereof. Any proxies returned without instructions will be voted FOR the
proposals set forth on the Notice of Annual Meeting of Shareholders.
The Common Shares are listed on
the NASDAQ Capital Market under the symbol “GLBS.”
REVOCABILITY OF PROXIES
A shareholder of record giving
a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at
the Company’s office at c/o Globus Shipmanagement Corp., located at 128 Vouliagmenis Avenue, 3rd floor, Glyfada, 166 74 Attica,
Greece, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Meeting and voting in
person. If you hold Shares in street name, through a brokerage firm, bank or other nominee, please contact the brokerage firm,
bank or other nominee to revoke your proxy.
SOLICITATION
The cost of preparing and
soliciting proxies will be borne by the Company. Solicitation, if any, is expected to be made primarily by mail, but shareholders
may be solicited by telephone, e-mail or personal contact.
Important Notice Regarding
the Availability of Proxy Materials for the Shareholders Meeting to be Held on September 24, 2020.
The Notice of the Annual
Meeting of Shareholders and Proxy Statement is available free of charge at www.globusmaritime.gr
PROPOSAL
ONE
ELECTION OF CLASS I DIRECTORS
The Company currently has
four directors on its board, which is divided into three classes. As provided in the Company’s Articles of Incorporation,
each director is elected to serve for a three- year term and until such director’s successor is duly elected and qualified,
except in the event of removal, resignation or death prior to the annual meeting of shareholders in which such director’s
term of office expires. The term of the Company’s Class I directors expires at the Meeting. Accordingly, the board of directors
of the Company has nominated Athanasios Feidakis and Ioannis Kazantzidis, Class I directors, for re-election as directors whose
term would expire at the 2023 annual meeting of shareholders.
Unless the proxy is marked
to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the Shares authorized
thereby FOR the election of the following nominee. It is expected that the nominee will be able to serve, but if before the election
it develops that such nominee is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute
nominee as the current board of directors of the Company may recommend.
Nominees for Election to the
Company’s Board of Directors
Information concerning the nominees
for director of the Company is set forth below:
| Name |
Age |
Position |
| Athanasios Feidakis |
33 |
Class I Director |
| Ioannis Kazantzidis |
69 |
Class I Director |
Athanasios (“Thanos”)
Feidakis, a Class I director, has been a member of our board of directors since July 2013. As of December 28, 2015, Mr.
Athanasios Feidakis was also appointed our President, CEO and CFO. From October 2011 through June 2013, Mr. Athanasios Feidakis
worked for our operations and chartering department as an operator. Prior to that and from September 2010 to May 2011, Mr. Athanasios
Feidakis worked for ACM, a shipbroking firm, as an S&P broker, and from October 2007 to April 2008, he worked for Clarksons,
a shipbroking firm, as a chartering trainee on the dry cargo commodities chartering and on the sale and purchase of vessels. From
April 2011 to April 2016, Mr. Athanasios Feidakis was a director of F.G. Europe S.A., a company controlled by his family, specializing
in the distribution of well-known brands in Greece, the Balkans, Turkey, Italy and UK. From December 2008 to December 2015, Mr.
Athanasios Feidakis was the President of Cyberonica S.A., a family owned company specializing in real estate development. Mr. Athanasios
Feidakis holds a B.Sc. in Business Studies and a M.Sc. in Shipping Trade and Finance from the Cass Business School (City University
London) and an MBA from London School of Economics. In addition, Mr. Athanasios Feidakis has professional qualifications in dry
cargo chartering and operations from the Institute of Chartered Shipbrokers.
Ioannis Kazantzidis,
a Class I director, has been a member of our board since November 2016. Mr. Kazantzidis has been the principal of Porto Trans Shipping
LLC, a shipping and logistics company based in the United Arab Emirates, since 2007. Between 1987 to 2007, Mr. Kazantzidis was
with HSBC Group, where he served in managerial positions participating in the development and implementation of financial systems
in multiple locations. Mr. Kazantzidis has since 2009 been a Director of Saeed Mohammed Heavy Equipment Trading LLC, a general
trading company, and a senior partner in Porto Trans Auto Services Company, both based in Jebel Ali, UAE. Mr. Kazantzidis has served
as the Chairman of Nazaki Corporation, a private investment company based in the British Virgin Islands, since 1988. Mr. Kazantzidis
has served, from 2015, to 2018 as the Chairman of W.M.Mendis Hotel Pvt Ltd in the Republic of Sri Lanka. From 1989 to 2015, he
was the Chairman of Fishermans Wharf Pvt Ltd, and a director of Dow Corning Lanka Pvt Ltd from 2000 to 2013 and Propasax Pvt Ltd
from 2010 to 2015.
Audit
Committee. The Company’s Board has established an Audit Committee, composed of two independent members of its board of
directors, who are responsible for ensuring that our financial performance is properly reported on and monitored, for reviewing
internal control systems and the auditors’ reports relating to our accounts and for reviewing all related party transactions.
The Audit Committee is comprised of Ioannis Kazantzidis and Jeffrey O. Parry. The Company believes that Mr. Kazantzidis qualifies
as an “audit committee financial expert,” as such term is defined under Securities and Exchange Commission rules.
Corporate
Governance Practices. As the Company is a foreign private issuer, it is exempt from the Nasdaq corporate governance rules,
other than the requirements regarding the disclosure of a going concern audit opinion, submission of a listing agreement, notification
to Nasdaq of non-compliance with Nasdaq corporate governance practices, and the establishment of an audit committee satisfying
Nasdaq Listing Rule 5605(c)(3) and ensuring that such audit committee’s members meet the independence requirement of Listing
Rule 5605(c)(2)(A)(ii).
Required
Vote. Adoption of Proposal One requires the affirmative vote of a plurality of the votes cast at the Meeting by Shareholders
present in person or by proxy and entitled to vote at the Meeting. Abstentions will have no effect on the outcome of Proposal One.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT
WILL BE VOTED IN FAVOR OF SUCH PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
APPROVAL OF APPOINTMENT
OF INDEPENDENT AUDITORS
The board of directors
of the Company is submitting for approval at the Meeting the selection of Ernst & Young (Hellas) Certified Auditors Accountants
S.A. as the Company’s independent auditors for the fiscal year ending December 31, 2020. Ernst & Young (Hellas) Certified
Auditors Accountants S.A. has advised the Company that it does not have any direct or indirect financial interest in the Company,
nor has it had any such interest in connection with the Company during the past three fiscal years other than in its capacity as
the Company’s independent auditors.
All services rendered by
the independent auditors are subject to review by the Company’s Audit Committee.
Required Vote. Adoption
of Proposal Two requires the affirmative vote of a majority of the votes cast by Shareholders present in person or by proxy and
entitled to vote at the Meeting, provided that a quorum is present. Abstentions will have no effect on the outcome of Proposal
Two.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT OF ERNST & YOUNG (HELLAS) CERTIFIED AUDITORS ACCOUNTANTS S.A.
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES
RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL THREE
APPROVAL
OF AMENDMENT TO THE COMPANY’S ARTICLES OF INCORPORATION TO EFFECT ONE OR MORE REVERSE STOCK SPLITS
General. The Company’s
Board of Directors has determined that the Company may need to effect one or more reverse stock splits of its issued and outstanding
Common Shares and Series B Preferred Shares by an aggregate reverse stock split ratio of not more than one-for-100, whereby, except
as explained below with respect to fractional shares, on the effective date, Common Shares and Series B Preferred Shares issued
and outstanding immediately prior thereto will be, automatically and without any action on the part of the Shareholders, combined,
converted and changed into new Common Shares and Series B Preferred Shares, as applicable, in accordance with the reverse split
ratio, which shall be determined by the Board of Directors or a committee thereof in its discretion. If the Shareholders approve
this Proposal Three, the Board of Directors of the Company or a committee thereof will have the authority, but not the obligation,
in its sole discretion, and without further action on the part of the Shareholders, on one or more occasions, to select an approved
reverse stock split ratio and effect the approved reverse stock split and the date and time to effect the reverse stock split.
The Company is seeking approval from the Shareholders to effect one or more reverse stock splits and to approve one or more amendments,
substantially in the form attached hereto as Appendix I, to the Company’s Articles of Incorporation to effect the
reverse stock split(s).
Purpose. A reverse
stock split is intended to increase the per share trading value of our Common Shares. The Board of Directors intends to effect
a proposed reverse stock split only if the implementation of such a reverse stock split is determined by our Board of Directors
(or a committee thereof) to be in the best interests of the Company and its shareholders.
The Company believes that
by effecting a reverse stock split, the Company will be better able to maintain compliance with the Nasdaq Capital Market’s
minimum bid price requirement. The Nasdaq Capital Market has several listing criteria that companies must satisfy in order to maintain
their listing. One of these criteria is that our Common Shares have a minimum closing bid price that is greater than or equal to
$1.00 per share. The Company received a notice from Nasdaq Stock Market LLC indicating that it was no longer in compliance with
this requirement because the closing bid price of the Common Shares over a period of 30 consecutive business days was less than
$1.00 per share. As of August 24, 2020, the Company continues to not be in compliance with this requirement. We believe that by
effecting a reverse stock split, we will be better able to maintain compliance with this listing requirement in the future.
In addition, the Company
believes that a number of institutional investors and investment funds are reluctant to invest, and in some cases may be prohibited
from investing, in lower-priced stocks and that brokerage firms are reluctant to recommend lower-priced stocks to their clients.
Other investors may also be dissuaded from purchasing lower-priced stocks because the brokerage commissions, as a percentage of
the total transaction, tend to be higher for lower-priced stocks. A higher stock price after a reverse stock split could alleviate
these concerns. By effecting a reverse stock split, we believe we may be able to raise the price of our Common Shares to a level
where the Common Shares could be viewed more favorably by potential investors.
The combination of maintaining our
listing on the Nasdaq Capital Market and the lower transaction costs and increased interest from institutional investors and
investment funds could have the effect of improving the trading liquidity and price of our Common Shares. In addition,
because the number of authorized Common Shares, which is currently 500,000,000 under our Articles of Incorporation, would not
decrease in accordance with the selected exchange ratio of the reverse stock split, if implemented, the reverse stock split
would decrease the number of issued and outstanding shares of Common Shares and thus provide us with additional Common
Shares, which would be available for issuance from time to time for corporate purposes such as acquisitions of companies or
assets, sales of stock or securities convertible into Common Shares and raising additional capital.
You should consider that, although
our Board of Directors believes that a reverse stock split would likely increase the price of our Common Shares, in many cases,
because of variables outside of a company’s control (such as market volatility, investor response to the news of a proposed
reverse stock split and the general economic environment), the market price of a company’s shares of common stock may in
fact not change in value, or could even decline in value, after a reverse stock split. You should also keep in mind that the implementation
of a reverse stock split does not have a direct effect on the actual or intrinsic value of our business or a shareholder’s
proportional ownership in our company (subject to changes based on the fractional shares discussion below). However, should the
overall value of our Common Shares decline after the proposed reverse stock split, then the actual or intrinsic value of the Common
Shares held by you will also proportionately decrease as a result of the overall decline in value.
The Board of Directors may
effect one or more reverse splits in connection with this Proposal Three. The Board of Directors believes that shareholder approval
of an aggregate exchange ratio range (rather than an exact exchange ratio) provides the Board of Directors with maximum flexibility
to achieve the purposes of one or more reverse stock splits. In addition, the Board of Directors reserves its right to elect not
to proceed, and abandon, any reverse stock split if it determines, in its sole discretion, that implementing this Proposal Three
is not in the best interests of the Company and its shareholders.
Fractional Shares. No
fractional Common Shares or Series B Preferred Shares will be created or issued in connection with any reverse stock split. Shareholders
of record who otherwise would be entitled to receive fractional Common Shares as a consequence of a reverse stock split will be
entitled, upon surrender to the exchange agent of certificates representing such Common Shares or, in the case of non-certificated
Common Shares, such proof of ownership as required by the exchange agent, to a cash payment in lieu thereof at a price equal to
the fraction to which the shareholder would otherwise be entitled multiplied by the closing price per Common Share on the NASDAQ
Capital Market on the last trading day prior to the effective date of the reverse stock split, as adjusted for the reverse stock
split as appropriate or, if such price is not available or in the case of Series B Preferred Shares, a price to be determined by
our Board of Directors. The ownership of a fractional interest will not give the holder of any voting, dividend or other rights
except to receive payment therefor as described herein.
Authorized Common Shares
and Par Value. The reverse stock split will not result in a change in the number of authorized Common Shares or par value of
the Common Shares. Because the Company’s authorized number of Common Shares, which is currently 500,000,000 Common Shares
under the Company’s Articles of Incorporation, will not decrease in accordance with the reverse stock split, effecting a
reverse stock split would provide the Company with additional Common Shares which would be available for issuance from time to
time for corporate purposes such as acquisitions of companies or assets, sales of stock or securities convertible into Common Shares
and raising additional capital.
Material U.S.
Federal Income Tax Consequences. The following is a summary of the material U.S. federal income tax consequences of the
reverse stock split to U.S. Holders (as defined below) of our Common Shares. This summary is based on the Internal Revenue
Code of 1986, as amended (the “Code”), the Treasury regulations promulgated thereunder, and administrative
rulings and court decisions in effect as of the date of this proxy statement, all of which may be subject to change, possibly
with retroactive effect. This summary only addresses holders who hold their shares as capital assets within the meaning of
the Code and does not address all aspects of U.S. federal income taxation that may be relevant to U.S. Holders subject to
special tax treatment, such as financial institutions, dealers or traders in securities or currencies, partnerships, S
corporations, insurance companies, real estate investment trusts, regulated investment companies, persons that own shares as
part of a hedge, straddle, or conversion transaction, persons whose functional currency is not the U.S. dollar, expatriates,
tax-exempt entities and investors that own, directly, indirectly or by attribution, 10% or more of our stock by vote or
value. In addition, this summary does not consider the effects of U.S. federal alternative minimum tax or estate or gift tax
consequences, or any applicable state, local, foreign or other tax laws, and does not address the U.S. federal income
consequences of the reverse stock split to persons who are not U.S. Holders.
As used herein, the term “U.S.
Holder” means a beneficial owner of Common Shares that is a U.S. citizen or resident, a corporation or other entity taxable
as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia,
an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within
the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have
the authority to control all substantial decisions of the trust.
If a partnership holds our
Common Shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our Common Shares, you are encouraged to consult your tax advisor.
We have not sought and will
not seek any ruling from the Internal Revenue Service (the “IRS”), or an opinion from counsel with respect to the U.S.
federal income tax consequences discussed below. There can be no assurance that the tax consequences discussed below would be accepted
by the IRS or a court. The authorities on which this summary is based are subject to various interpretations, and it is therefore
possible that the U.S. federal income tax treatment may differ from the treatment described below.
We urge holders to consult
with their own tax advisors as to any U.S. federal, state or local, or foreign tax consequences applicable to them that could result
from the reverse stock split.
The reverse stock split is intended to
constitute a “reorganization” within the meaning of Section 368 of the Code and is not intended to be part of a plan
to increase periodically a shareholder’s proportionate interest in our earnings and profits. Assuming the reverse stock
split so qualifies, for U.S. federal income tax purposes,
| · | A U.S. Holder should not recognize any gain or loss on the reverse stock
split (except for cash, if any, received in lieu of a fractional Common Share); |
| · | The U.S. Holder’s aggregate tax basis of the Common Shares received
pursuant to the reverse stock split, including any fractional Common Share not actually received, should be equal to the aggregate
tax basis of such holder’s Common Shares surrendered in the exchange; |
| · | The U.S. Holder’s holding period for the Common Shares received pursuant
to the reverse stock split should include such holder’s holding period for the Common Shares surrendered in the exchange;
and |
| · | Cash payments received by the U.S. Holder for a fractional Common Share
generally should be treated as if such fractional share had been issued pursuant to the reverse stock split and then redeemed by
us, and such U.S. Holder generally should recognize capital gain or loss with respect to such payment, measured by the difference
between the amount of cash received and such U.S. Holder’s tax basis in such fractional share. However, in certain circumstances,
it is possible that the cash received in lieu of a fractional share could be characterized as a dividend for such purposes. U.S.
Holders are encouraged to consult their tax adviser on the treatment of the receipt of cash in lieu of fractional shares in their
specific situation. |
U.S. Holders will be required
to provide their social security or other taxpayer identification numbers (or, in some instances, additional information) to the
exchange agent in connection with the reverse stock split to avoid backup withholding requirements that might otherwise apply.
This information is generally provided on IRS Form W-9 or a substitute form. Failure to provide such information may result in
backup withholding at a rate of 24%.
THE FOREGOING IS A SUMMARY
OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO U.S. HOLDERS OF COMMON SHARES UNDER CURRENT
LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR
TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF SHAREHOLDERS.
YOU ARE ENCOURAGED TO CONSULT YOUR OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO YOU, INCLUDING
THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT
THE TAX CONSEQUENCES DESCRIBED ABOVE.
Procedures for Effecting Reverse Stock
Split. As soon as practicable after the effective date of the reverse stock split, the Company’s shareholders will be
notified that the reverse stock split has been effected. The Company expects that its transfer agent, Computershare, will act
as exchange agent for purposes of implementing the exchange of share certificates for Common Shares. The Company will act as exchange
agent for purposes of implementing the exchange for Series B Preferred Shares. Holders of pre-split certificated Common Shares
will be asked to surrender to the exchange agent certificates representing pre-split Common Shares in exchange for post-split
Common Shares in accordance with the procedures to be set forth in a letter of transmittal the Company will send to its registered
shareholders. No new share certificates will be issued to shareholders, and any shareholder submitting a stock certificate will
receive uncertificated shares in return. Any pre-split Common Shares submitted for transfer, whether pursuant to a sale or other
disposition, or otherwise, will automatically be exchanged for post-split Common Shares.
SHAREHOLDERS SHOULD NOT DESTROY
ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Shareholders holding shares
in book-entry form with the transfer agent need not take any action to receive post-split shares or cash payment in lieu of any
fractional share interest, if applicable. If a shareholder is entitled to post-split shares, a transaction statement will automatically
be sent to the shareholder’s address of record indicating the number of shares held following the reverse stock split.
Banks, brokers or other nominees
will be instructed to effect the reverse stock split for their beneficial holders holding shares in “street name.”
However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders
for processing the reverse stock split and making payment for fractional shares. If a shareholder holds shares with a bank, broker
or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.
Required Vote. Approval
of Proposal Three requires the affirmative vote of a majority of the votes eligible to be cast by Shareholders entitled to vote
thereon. Abstentions will have the effect of votes “against” Proposal Three.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL THREE, THE APPROVAL OF ONE OR MORE AMENDMENTS TO THE ARTICLES OF INCORPORATION TO EFFECT
ONE OR MORE REVERSE STOCK SPLITS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL FOUR
APPROVAL
OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S ARTICLES OF INCORPORATION
General. The Board
of Directors has approved, and the Company is seeking approval by the Shareholders of, an amendment and restatement of the articles
of incorporation of the Company. The full text of the proposed amendment is attached to this proxy statement in substantially the
form of Appendix II, and the following description is qualified in its entirety by reference to Appendix II.
The proposed amendments include, among others:
| - | That the Company may reissue or resell any Class B shares that shall have
been converted into common shares or otherwise acquired by the Company. The current articles of incorporation provide that the
Company may not reissue or resell any Class B shares that have been converted into Common Shares, or any Class B shares that have
been acquired by the Company in any other manner. This may have an effect of permitting the Company to cumulatively issue more
than 100 million Class B shares, which are the aggregate number of Class B shares that may be outstanding at any time. |
| - | That the Company be required to reserve and keep available, out of its authorized
but unissued common shares, such number of common shares as would become issuable upon the conversion of all Class B shares then
outstanding, rather than the number of Class B shares then authorized. To the extent that there are no Class B shares outstanding,
the Company will no longer be required to reserve 100 million Common Shares for issuance upon conversion of these Class B Shares,
which gives the Company additional flexibility to issue those Common Shares from time to time for corporate purposes such as acquisitions
of companies or assets, sales of stock or securities convertible into Common Shares and raising additional capital. |
| - | That neither common shares nor Class B shares may be reclassified, subdivided
or combined unless such reclassification, subdivision or combination occurs simultaneously and in the same proportion for each
such class of common stock. The purpose of this change would be to ensure that the Common Shares and Class B shares receive equal
treatment in the event of a reclassification, subdivision or combination, because Class B shares are convertible into Common Shares. |
| - | That actions may be taken by shareholders by written consent by holders
of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted, rather than by unanimous approval. This can have
the effect of permitting the Company to act without calling a special shareholder meeting, or needing to include proposals in an
annual meeting. Goldenmare Limited, a company affiliated with our Chief Executive Officer, currently controls 49.99% of the voting
power of our outstanding capital stock. Because of this control, Goldenmare Limited and shareholders holding a small percentage
of the Company’s Common Shares may collectively execute written consents and approve matters on behalf of the Company. The
Company would not solicit votes or hear the views of its other shareholders in this instance. |
| - | Clarification that the board may remove another director only for cause,
to conform with the requirements of the Marshall Islands Business Corporations Act, which does not permit removal of a director
without cause by the board of directors. |
| - | Clarification that the Company shall indemnify an indemnitee for suits
by or in the right of the Company, in conformity with the provision of the current articles of incorporation providing that the
purpose of the indemnification provision is to fully indemnify the Indemnitee to the fullest extent permitted by Section 60 of
the Marshall Islands Business Corporations Act or any successor statute. |
| - | That the proposed amended and restated articles of incorporation will include
a severability provision. |
| - | That the Company will comply with the Marshall Islands statutory recordkeeping
requirements. The Marshall Islands Business Corporations Act provides that articles of incorporation must include this provision
and, if it not so included, the statement is, by force of law, deemed to be included in the articles of incorporation of all corporations,
including those incorporated prior to the effective date of this law. |
| - | That the limitation of liability of directors be genericized to state that
the limitation is to the fullest extent permitted by law. The current articles of incorporation provides that the articles of incorporation
shall not eliminate or limit the liability of a director for (i) any breach of such director’s duty of loyalty to the Corporation
or its shareholders, (ii) acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation
of law or (iii) any transactions from which such director derived an improper personal benefit. However, these three limitations
already apply by operation of law, and therefore have been removed to provide flexibility in case the applicable law is amended
in the future. |
Required Vote. Approval
of Proposal Four requires the affirmative vote of a majority of the votes eligible to be cast by Shareholders entitled to vote
thereon. Abstentions will have the effect of votes “against” Proposal Four.
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL FOUR, THE APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE ARTICLES OF INCORPORATION
IN SUBSTANTIALLY THE FORM OF APPENDIX II. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR
OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
OTHER MATTERS
No other matters are expected
to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in
the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.
By
Order of the Board of Directors
Olga Lambrianidou
Secretary
August 24, 2020
APPENDIX I
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
GLOBUS MARITIME LIMITED
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
I, [ ],
as the [ ] of Globus Maritime Limited, a Marshall Islands corporation (the
“Corporation”), for the purpose of amending the Articles of Incorporation of said Corporation pursuant to Section
90 of the Business Corporations Act, as amended, hereby certify:
| 1. | The name of the Corporation is: Globus Maritime Limited |
| 2. | The Company was formed under the laws of Jersey on July 26, 2006 in Jersey and domesticated
as a Corporation into Marshall Islands and filed its Articles of Incorporation with the Registrar of Corporations as of November
24, 2010. |
| 3. | Article III of the Articles of Incorporation is hereby amended by adding the following paragraph
at the end thereof: |
“Reverse Stock Split.
As of the commencement of business on [ ] (the
“Reverse Stock Split Effective Date”), each [ ] Common Shares and Series B preferred shares, par value
$0.001 per share (“Series B Preferred Shares”), issued and outstanding immediately prior to the Reverse
Stock Split Effective Date either issued and outstanding or held by the Corporation as treasury stock shall be combined into
one (1) validly issued, fully paid and non-assessable Common Share and Series B Preferred Share, respectively, without any
further action by the Corporation or the holder thereof (the “Reverse Stock Split”); provided that no
fractional shares shall be issued to any holder and that in lieu of issuing any such fractional shares, fractional shares
resulting from the Reverse Stock Split will be rounded down to the nearest whole share and provided, further, that
shareholders holding Common Shares who would otherwise be entitled to receive fractional shares because they hold a number of
shares not evenly divisible by the ratio of the Reverse Stock Split will receive a cash payment (without interest and subject
to applicable withholding taxes) in an amount per share equal to the closing price per Common Share on NASDAQ on the trading
day immediately preceding the Reverse Stock Split Effective Date, as adjusted for the reverse stock split as appropriate, and
that shareholders holding Series B Preferred Shares who would otherwise be entitled to receive fractional shares because they
hold a number of shares not evenly divisible by the ratio of the Reverse Stock Split will receive a cash payment (without
interest and subject to applicable withholding taxes) in an amount per share equal to an amount determined by the Board of
Directors of the Corporation. Each certificate, if any, that immediately prior to the Reverse Stock Split Effective Date
represented Common Shares (“Old Certificates”), shall thereafter represent that number of Common Shares
into which the Common Shares represented by the Old Certificate shall have been combined, subject to the elimination of
fractional shares as described above. The reverse stock split described in this paragraph shall not change the number of
Common Shares or Series B Preferred Shares authorized to be issued or the par value of the Common Shares or Series B
Preferred Shares. The stated capital of the Corporation shall be reduced from $[ ] to $[ ], which may be further adjusted for
the cancellation of fractional shares, and the reduction of $[ ], which may be further adjusted for the cancellation of
fractional shares, shall be allocated to surplus. No change was made to the number of registered shares of Class B Shares or
Preferred Shares the Corporation is authorized to issue or to the par value of Class B Shares or Preferred Shares.”
| 4. | All of the other provisions of the Articles of Incorporation shall remain unchanged. |
| 5. | This amendment to the Articles of Incorporation was authorized by vote of the holders of a majority
of the voting power of the issued and outstanding shares of the Corporation. |
[Signature Page Follows]
IN WITNESS
WHEREOF, I have executed these Articles of Amendment to the Articles of Incorporation on this
day of .
APPENDIX
II
STATEMENT
TO AMEND AND RESTATE THE ARTICLES OF INCORPORATION OF
OF
GLOBUS
MARITIME LIMITED
UNDER
SECTION 93 OF THE
PURSUANT
TO SECTIONS 28 AND 127 THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT
ARTICLE
I
NAME,
REDOMICILIATION, PURPOSE, POWERS AND DURATION
Section
1.1 Name. The name of the corporation shall be Globus Maritime Limited (the
“Corporation”).
The
undersigned, [NAME OF OFFICER], [TITLE OF
OFFICER] of GLOBUS MARITIME LIMITED, a Republic of
the Marshall Islands corporation (the
“Corporation”), for the purpose of
amending and restating the Articles of Incorporation
of the Corporation pursuant to Section 93 of the Business Corporations Act, hereby certifies that:
| 1. | The
name of the Corporation is: GLOBUS
MARITIME LIMITED |
| 2. | Section
1.2 Redomiciliation. The Corporation was formed under the laws of Jersey
on July 26, 2006 as a public company and redomiciled to the Marshall Islands as
of on November 24, 2010, the date of the filing of Articles
of Domestication and these Articles of IncorporationArticles
of Incorporation with the Registrar of
Corporations of the Marshall Islands. Pursuant to Section 127(3)
of the Marshall Islands Business
Corporations Act (the “BCA”), the existence date
of the Corporation is the date the Corporation was
originally formed in Jersey. The Corporation’s articles of incorporation
were amended on October 17, 2016 and October 11, 2018.
A Statement of Designations with respect to the Corporation’s articles of
incorporation was filed with the Registrar of Corporations of the
Marshall Islands on each of April 24, 2012, June 12,
2020 and July 27, 2020. |
| 3. | Articles
I,
III, IV, V, VII and IX are hereby amended and replaced
by the Amended and Restated Articles of
Incorporation attached hereto. |
| 4. | These
Amended and Restated Articles of
Incorporation were duly adopted in accordance with the
provisions of Sections 88(1) and 93 of the Business Corporations Act. |
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned has executed these Amended and Restated Articles of Incorporation on
this day of
,
20 .
AMENDED
AND RESTATED ARTICLES OF INCORPORATION
OF
GLOBUS
MARITIME LIMITED
ARTICLE
I
NAME, REDOMICILIATION, PURPOSE,
POWERS AND DURATION
Section
1.1 Name. The name of the corporation shall be Globus Maritime Limited (the “Corporation”).
Section
1.2 Redomiciliation. The Corporation was formed under the laws of Jersey on July 26, 2006 as a
public
company and redomiciled to the Marshall Islands
as of November 24, 2010, the date of the filing of Articles of Domestication
and Articles of Incorporation with the Registrar of Corporations of the Marshall Islands. Pursuant to Section
127(3) of the Marshall Islands Business Corporations Act (the “BCA”), the existence date of the Corporation
will be the date the Corporation was originally formed. Upon redomiciliation, the Corporation will be governed under the
laws of the Marshall Islands.
Section
1.3 Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may now or
hereafter be organized under the BCA.
Section
1.4 Powers. The Corporation shall have every power which a corporation now or hereafter organized under the BCA may have,
including, without limitation, the power to engage in any lawful act or activity relating to the business of maritime transportation,
including owning subsidiaries which own, operate, charter or re- charter vessels to others and any other lawful act or activity
customarily conducted in conjunction therewith.
Section 1.5 Duration.
The Corporation shall have a perpetual existence.
ARTICLE
II
REGISTERED
ADDRESS AND REGISTERED AGENT
The
registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box
1405, Majuro, Marshall Islands MH 96960. The name of the Corporation’s registered agent at such address is The Trust Company
of the Marshall Islands, Inc. The Board of Directors of the Corporation (the “Board of Directors”) may establish
branches, offices or agencies in any place in the world and may appoint legal representatives anywhere in the world.
ARTICLE
III
CAPITAL
STOCK
The
Corporation shall have authority to issue seven hundred million (700,000,000) shares of capital stock, of which (i) five
hundred million (500,000,000) shares shall be registered shares of common stock, par value four-tenths of one United States
cent (US$0.004) per share (the “Common Shares”); (ii) one hundred million (100,000,000) shares shall be
registered shares of Class B common stock, par value one-tenth of one United States cent (US$0.001) per share (the
“Class B Shares”
and collectively with the Common Shares, the “Common Stock”); and (iii) one hundred million
(100,000,000) shares shall be registered preferred shares, each with a par value of one-tenth of one United States cent
(US$0.001) (the “Preferred Shares”).
In
these Articles of Incorporation, unless specifically stated otherwise herein, the term “shares” means the Common Shares,
the Class B Shares and the Preferred Shares, and the term “shareholders” means the holders of the Common Shares, the
Class B Shares and the Preferred Shares.
ARTICLE
IV
CLASSES
AND CHARACTERISTICS OF THE SHARES OF CAPITAL STOCK
Section 4.1 Definitions.
As used in these Articles of Incorporation:
(a)
“Person” means an individual, partnership, corporation (including, without
limitation, a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture
or other entity, or a government or any political subdivision or agency thereof;
(b)
“Voting Power” means, with respect to a class or series of capital stock
or classes of capital stock, as the context may require, the aggregate number of votes that the holder(s) of such class or series
of capital stock or classes of capital stock, or any relevant portion thereof, entitled to vote at a meeting of shareholders,
as the context may require, have; and
(c)
“Voting Shares” means, with respect to any corporation, shares of any
class or series of capital stock entitled to vote in connection with the election of directors and/or all other matters submitted
to a vote and, with respect to any entity that is not a corporation, any equity interest entitled to vote in connection with the
election of the directors or other governing body of such entity and/or all other matters submitted to a vote.
Section 4.2 Preferred
Shares.
(a)
The Preferred Shares may be issued from time to time in one or more series. The Board of
Directors is vested with authority, with respect to any series of Preferred Shares, to fix by resolution or resolutions the designations
and the powers, preferences and relative, participating, optional or other rights and qualifications, limitations or restrictions
thereon, including, without limitation, (1) the designation of the series; (2) the number of shares in the series, which the Board
of Directors may, except where otherwise provided in the Preferred Shares designation, increase or decrease, but not below the
number of shares then outstanding; (3) whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of
the series; (4) the dates at which dividends, if any, will be payable; (5) the redemption rights and price or prices, if any,
for shares of the series; (6) the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the
series; (7) the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the affairs of the Corporation; (8) whether the shares of the series will be convertible into shares of any other
class or series, or any other security, of the Corporation or any other corporation, and, if so, the specification of the other
class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as
of which the shares will be convertible and all other terms and conditions upon which the conversion may be made; (9) conditions
or restrictions on the issuance of shares of the same series or of any other class or series of the Preferred Shares; (10) the
voting rights, if any, of the holders of the series; and (11) the rights to elect one or more directors of the Corporation. In
case the number of shares of any series shall be decreased, the shares constituting such decrease shall resume the status of undesignated
Preferred Shares.
(b)
Except as otherwise required by law, holders of any series of Preferred Shares shall be entitled
only to such voting rights, if any, as shall expressly be granted thereto by these Articles of Incorporation or by resolution
of the Board of Directors adopted pursuant to authority herein granted relating to the issuance of such series and filed in accordance
with Section 5 of the BCA (together with a statement prepared pursuant
to Section 35(5) of the BCA setting forth a copy of the said resolution).
Section 4.3 Common
Shares.
At
every meeting of the shareholders of the Corporation, each holder of Common Shares shall be entitled to one (1) vote in person
or by proxy for each Common Share registered in such holder’s name on the transfer books stock
ledger of the Corporation in connection with the election of directors and all other matters submitted to a vote of
shareholders.
Section 4.4 Class
B Shares.
The
Board of Directors shall have the authority to issue Class B Shares in one or more series. Each Class B share
shall have identical designations, preferences, rights, qualifications, limitations and restrictions as a Common Share except
as follows:
(a)
At every meeting of the shareholders of the Corporation, each holder of Class B Shares shall
be entitled to twenty (20) votes in person or by proxy for each Class B Share registered in such holder’s name on the transfer
books stock ledger of the Corporation in connection with the
election of directors and all other matters submitted to a vote of shareholders.
(b)
Each holder of Class B Shares (not including the Corporation and the Corporation’s
subsidiaries) may convert any or all of the Class B Shares held by such holder into an equal number of Common Shares by providing
a written notice to the Corporation, accompanied by certificates, if any, for such Class B Shares and any payment required for
documentary, stamp or similar issue or taxes, stating that such holder desires to convert such Class B Shares into the same number
of Common Shares, and, subject to the sole discretion of the Corporation, if to be issued in certificated form, with such legends
and transfer restrictions relating to applicable securities laws thereon as the Corporation may determine and the denominations
in which such certificates are to be issued. To the extent permitted by applicable law, such voluntary conversion shall be deemed
to have been effected at the close of business on the date such holder provides such written notice (and, if applicable, certificates)
to the Corporation.
(c)
The Corporation shall not may
reissue or resell any Class B Shares that shall have been converted into Common Shares pursuant to or as permitted
by the provisions of this Article IV, or any Class B Shares that shall have been acquired by the Corporation in any other manner.
The Corporation shall at all times reserve and keep available, out of its authorized but unissued Common Shares, such number of
Common Shares as would become issuable upon the conversion of all Class B Shares then authorizedoutstanding.
Section
4.5 Voting as a Single Class. Except as may be otherwise required by law or required or permitted by these Articles of
Incorporation, the holders of Common Shares and Class B Shares shall vote together as a single class and their votes shall be
counted and totaled together on all matters submitted to a vote of shareholders of the Corporation. Any provision of these Articles
of Incorporation for conversion of Class B Shares into Common Shares on a one-for-one basis shall be deemed not to adversely affect
the rights of the Common Shares, and every reference in these Articles of Incorporation to a majority or other proportion of the
votes of Common Shares or Class B Shares shall refer to such majority or other proportion of the votes to which such Common Shares
or Class B Shares are entitled.
Section
4.6 Authority to Pay Dividends. The holders of the Common Shares and the Class B Shares are entitled to receive dividends.
Subject to any requirements imposed by the BCA, the Board of Directors, in its sole discretion, may determine whether to declare
and pay dividends to the shareholders at any time, in accordance with the rights and preferences of the shares. Dividends shall
be paid in cash unless the Board of Directors has authorized a distribution in kind, such distribution in kind, including, without
limitation, the distribution of shares of any class of capital stock of the Corporation. The Board of Directors shall determine
the fair market value of any dividend to be paid in kind. No dividend shall be declared on each Class B Share unless an equal
dividend is simultaneously declared on each Common Share, and no dividend shall be declared on each Common Share unless an equal
dividend is simultaneously declared on each Class B Share.
Neither
the Common Shares nor the Class B Shares may be reclassified, subdivided or combined unless such reclassification,
subdivision or combination occurs simultaneously and in the same proportion for
each such class of Common Stock.
Section
4.7 No Preemptive Rights. No shares of capital stock of the Corporation of any class whether now or hereafter authorized
and no other security of the Corporation shall carry with it, and no holder of any share or shares of capital stock of the Corporation
of any class whether now or hereafter authorized or of any other security of the Corporation, solely by reason thereof, shall
have any preferential or preemptive right to acquire additional shares of capital stock of the Corporation of any class whether
now or hereafter authorized or of any other security of the Corporation.
Section
4.8 Distribution of Assets in case of Liquidation. In the event of any dissolution, liquidation or winding up of the affairs
of the Corporation, whether voluntary or involuntary, after payment in full of the amounts, if any, required to be paid to the
Corporation’s creditors and the holders of Preferred Shares, the remaining assets and funds of the Corporation shall be
distributed pro rata to the holders of Common Shares and Class B Shares, and the holders of Common Shares and the holders of Class
B Shares shall be entitled to receive the same amount per share in respect thereof. For purposes of this Section 4.8, the voluntary
sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially
all of the assets of the Corporation or a consolidation or merger of the Corporation with or into one or more other corporations
or entities (whether or not the Corporation is the corporation surviving such consolidation or merger) shall not be deemed to
be a liquidation, dissolution or winding up of the affairs of the Corporation, voluntary or involuntary.
Section
4.9 Action by Written Consent. Any action required by the BCA to be taken at a meeting of shareholders
of the Corporation, or any action which may be taken at a meeting of the shareholders of the Corporation,
may be taken without a meeting, without prior notice and without a vote, if a consent or consents in
writing, setting forth the action so taken, shall
be signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
An electronic transmission consenting to an action to be taken and transmitted
by a shareholder or proxyholder, or by a person or persons authorized to act for a shareholder or proxyholder,
shall be deemed to be written and signed for the purposes of this section, provided that any such electronic
transmission sets forth or is delivered with information from which the Corporation can determine (a)
that the electronic transmission was transmitted by the
shareholder or proxyholder or by a person or persons authorized to act for
the shareholder or proxyholder and (b) the date on which such shareholder or proxyholder or
authorized person or persons transmitted such electronic
transmission.
ARTICLE
V
BOARD OF DIRECTORS
Section
5.1 Powers. The management of all the affairs, property and business of the Corporation shall be vested in the Board of
Directors, who shall have and may exercise all powers except such as are exclusively conferred upon the shareholders by law or
by these Articles of Incorporation.
Section
5.2 Number and Class. The number of persons constituting the Board of Directors shall not be less than three (3) or more
than nine (9), as fixed from time to time by the vote of holders of a majority of the Voting Power of the aggregate Voting Shares
of the Corporation (subject to any rights of the holders of Preferred Shares) or by majority vote of the entire Board of Directors.
The Board of Directors shall be divided into three (3) classes (“Class I,” “Class II” and
“Class III,” respectively), as nearly equal in number as the then total number of directors constituting the
entire Board of Directors permits, with the term of office of one or another of the three (3) classes expiring each year. The
initial term of office of the Class I directors shall expire expired
at the 2011 annual meeting of shareholders, the initial term of office of the Class II directors shall expire
expired at the 2012 annual meeting of shareholders and the initial
term of office of the Class III directors shall expire expired
at the 2013 annual meeting of shareholders. Commencing with the 2011 annual meeting of shareholders, the directors
Directors elected at an annual meeting of shareholders to succeed
those whose terms then expire shall be identified as being directors of the same class as the directors whom they succeed, and
each of them shall hold office until the third succeeding annual meeting of shareholders and until such director’s successor
is elected and has qualified, unless such director is removed, resigns or dies prior to the annual meeting of shareholders in
which such director’s term of office expires.
Notwithstanding
the foregoing, and except as otherwise required by law, whenever the holders of any one or more class or series of Preferred Shares
shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the then authorized number
of directors shall be increased by the number of directors to be elected, and the terms of the director or directors elected by
such holders shall expire at the next annual meeting of shareholders.
Section
5.3 Election. Directors shall be elected by a plurality of the votes cast by holders with Voting Power of the aggregate
Voting Shares of the Corporationshareholders entitled
to vote in the election. Cumulative voting, as defined in Section 71(2) of the BCA, shall not be used to elect directors. Elections
of directors need not be by written ballot unless the bylaws of the Corporation shall so provide. Notwithstanding the foregoing,
and except as otherwise required by law, if one or more class or series of Preferred Shares provides the holders thereof the right
to elect one or more directors of the Corporation, the provisions of this Section 5.3 shall not apply with respect to the director
or directors elected by such holders of Preferred Shares.
Section
5.4 Removal. Any or all of the directors of the Corporation may be removed at any time, with or without cause, by the affirmative
vote of holders of a majority of the Voting Power of the aggregate Voting Shares of the Corporation cast at a meeting of the shareholders
or for cause by the affirmative vote of 66-2/3% of the members of the
Board of Directors then in office. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders
of any one or more class or series of Preferred Shares shall have the right, voting separately as a class, to elect one or more
directors of the Corporation, the provisions of this Section 5.4 shall not apply with respect to the director or directors elected
by such holders of Preferred Shares and such director(s) shall be removed only pursuant to the provisions contained in the resolution(s)
of the Board providing for the establishment of any such class or series of Preferred Shares.
Section
5.5 Vacancies. Except as otherwise provided in these Articles of Incorporation, any vacancies in the Board of Directors
for any reason, and any newly created directorships resulting from any increase in the number of directors, may be filled by the
vote of not less than a majority of the remaining members of the Board of Directors then in office, although less than a quorum,
and any directors so chosen shall hold office until the next election of the term for which such directors shall have been chosen
and until their successors shall be elected and qualified. No decrease in the number of directors shall shorten the term of any
incumbent director. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or
more class or series of Preferred Shares shall have the right, voting separately as a class, to elect one or more directors of
the Corporation, the provisions of this Section 5.5 shall not apply with respect to the director or directors elected by such
holders of Preferred Shares and such director(s) shall be replaced only pursuant to the provisions contained in the resolution(s)
of the Board providing for the establishment of any such class or series of Preferred Shares.
Section
5.6 Power of the Shareholders and Board of Directors Regarding Bylaws. The shareholders have the authority to adopt, amend
and repeal the bylaws of the Corporation by the affirmative vote of holders of the majority of the Voting Power of the aggregate
Voting Shares of the Corporation. The Board of Directors shall also have the authority to adopt, amend and repeal the bylaws of
the Corporation without a vote of the shareholders, except that the Board of Directors may not amend or repeal the provisions
of the bylaws for which it is specifically provided in the bylaws that they may be amended only by the affirmative vote of holders
of no less than the majority of the Voting Power of the aggregate Voting Shares of the Corporation.
ARTICLE
VI
BUSINESS
COMBINATIONS WITH INTERESTED SHAREHOLDERS
(a)
Definitions. For the purpose of this Article VI only, the following terms shall have
the meanings as described herein:
(i)
“Affiliate” means a person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control with, another person.
(ii)
“Associate,” when used to indicate a relationship with any person, means:
(1) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner
or is, directly or indirectly, the owner of 20% or more of any class of Voting Shares; (2) any trust or other estate in which
such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity;
and (3) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.
(iii)
“Business Combination,” when used in reference to the Corporation and
any Interested Shareholder (as defined below) of the Corporation, means:
(A)
any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary
of the Corporation with (1) the Interested Shareholder or any of its Affiliates; or (2) with any other Person if the merger or
consolidation is caused by the Interested Shareholder;
(B)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction
or a series of transactions), except proportionately as a shareholder of the Corporation, to or with the Interested Shareholder,
whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary
of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all
the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of
the Corporation;
(C)
any transaction that results in the issuance or transfer by the Corporation or by any direct
or indirect majority-owned subsidiary of the Corporation of any shares of the Corporation, or any share of such subsidiary, to
the Interested Shareholder, except: (1) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable
for or convertible into shares of the Corporation, or shares of any such subsidiary, which securities were outstanding prior to
the time that the Interested Shareholder became such; (2) pursuant to a merger with a direct or indirect wholly-owned subsidiary
of the Corporation solely for purposes of forming a holding company or changing the jurisdiction of incorporation; (3) pursuant
to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable
for or convertible into shares of the Corporation, or shares of any such subsidiary, which security is distributed, pro rata to
all holders of a class or series of shares subsequent to the time the Interested Shareholder became such; (4) pursuant to an exchange
offer by the Corporation to purchase shares made on the same terms to all holders of said shares; or (5) any issuance or transfer
of shares by the Corporation; provided that in no case under items (3)-(5) of this subparagraph (C), shall there be an
increase in the Interested Shareholder’s proportionate share of any class or series of shares of the Corporation;
(D)
any transaction involving the Corporation or any direct or indirect majority-owned subsidiary
of the Corporation that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of
shares, or securities convertible into any class or series of shares, or shares of any such subsidiary, or securities convertible
into such shares of the Corporation, which is owned by the Interested Shareholder, except as a result of immaterial changes due
to fractional share adjustments or as a result of any purchase or redemption of any shares not caused, directly or indirectly,
by the Interested Shareholder; or
(E)
any receipt by the Interested Shareholder of the benefit, directly or indirectly (except
proportionately as a shareholder of the Corporation), of any loans, advances, guarantees, pledges or other similar benefits (other
than those expressly permitted in subparagraphs (A)-(D) of this subsection(a)) provided by or through the Corporation or any direct
or indirect majority-owned subsidiary.
(iv)
“Control,” including the terms “controlled by” and “under
common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of Voting Shares, by contract or otherwise. A person who is
the owner of 20% or more of the outstanding Voting Shares of any Person shall be presumed to have control of such entity, in the
absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall
not apply where such person holds Voting Shares, in good faith and not for the purpose of circumventing this provision, as an
agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of
such entity.
(v)
“Interested Shareholder” means any person (other than the Corporation
and any direct or indirect majority-owned subsidiary of the Corporation), that (1) is the owner of 15% or more of the outstanding
Voting Shares of the Corporation; (2) is an Affiliate or Associate of the Corporation and was the owner of 15% or more of the
outstanding Voting Shares of the Corporation at any time within the three (3)-year period immediately prior to the date on which
it is sought to be determined whether such person is an Interested Shareholder; or (3) the Affiliates and Associates of any person
listed in clauses (1) and (2) above; provided that the term “Interested Shareholder” shall not include any
Person whose ownership of shares in excess of the 15% limitation set forth herein is the result of action taken solely by the
Corporation; provided that such Person shall be an Interested Shareholder if thereafter such Person acquires additional
Voting Shares of the Corporation, except as a result of further action by the Corporation not caused, directly or indirectly,
by such Person. For the purpose of determining whether a Person is an Interested Shareholder, the Voting Shares of the Corporation
deemed to be outstanding shall include Voting Shares deemed to be Owned by such Person, but shall not include any other unissued
shares which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants
or options, or otherwise.
(vi)
“Owner,” including the terms “own” and “owned,”
when used with respect to any shares, means a person that individually or with or through any of its Affiliates or Associates:
(A) beneficially owns such shares, directly or indirectly;
(B)
has (1) the right to acquire such shares (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise; provided that a person shall not be deemed the owner of shares tendered
pursuant to a tender or exchange offer made by such person or any of such person’s Affiliates or Associates until such tendered
shares is accepted for purchase or exchange; or (2) the right to vote such shares pursuant to any agreement, arrangement or understanding;
provided that a person shall not be deemed the owner of any shares because of such person’s right to vote such shares
if the agreement, arrangement or understanding to vote such shares arises solely from a revocable proxy or consent given in response
to a proxy or consent solicitation made to ten (10) or more persons; or
(C)
has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting
(except voting pursuant to a revocable proxy or consent as described in paragraph (vi)(B)(2) of this Article VI) or disposing
of such shares with any other person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly,
such shares.
(b)
The Corporation shall not engage in any Business Combination with any Interested Shareholder
for a period of three (3) years following the date of the transaction in which the person became an Interested Shareholder, unless:
(i)
prior to such date, the Board of Directors
approved either the Business Combination or the transaction which resulted in the shareholder becoming an Interested
Shareholder;
(ii)
upon consummation of the transaction that resulted in the shareholder becoming an Interested
Shareholder, the Interested Shareholder owned at least 85% of the Voting Shares of the Corporation outstanding at the time the
transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by (1) persons
who are directors and officers; and (2) employee stock plans in which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
(iii)
at or subsequent to such time, the Business Combination is approved by the Board of Directors
and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least
66-2/3% of the Voting Power of the outstanding Voting Shares of the Corporation that are not owned by the Interested Shareholder.
| (c) | The
restrictions contained in this Article VI shall not apply if: |
(i)
(A) a shareholder becomes an Interested Shareholder inadvertently and (1) as soon as practicable
divests itself of ownership of sufficient shares so that the shareholder ceases to be an Interested Shareholder and (2) would
not, at any time within the three (3)-year period immediately prior to a Business Combination between the Corporation and such
shareholder, have been an Interested Shareholder but for the inadvertent acquisition of ownership or (B) the shareholder became
an Interested Shareholder prior to the effectiveness of this Article VI (including prior to the redomestication of the Corporation);
or
(ii)
the Business Combination is proposed prior to the
consummation or abandonment of, and subsequent to the earlier of the public announcement or the notice required hereunder of,
a proposed transaction, which (A) constitutes one of the transactions described in the following sentence; (B) is with or by
a person who either was not an Interested Shareholder during the previous three (3) years or who became an Interested
Shareholder with the approval of the Board of Directors; and (C) is approved or not opposed by a majority of the members of
the Board of Directors then in office (but not less than one (1)) who were directors prior to any person becoming an
Interested Shareholder during the previous three (3) years or were recommended for election or elected to succeed such
directors by a majority of such directors. The proposed transactions referred to in the preceding sentence are limited
to:
(A)
a merger or consolidation of the Corporation (except for a merger in respect of which, pursuant
to the BCA, no vote of the shareholders of the Corporation is required);
(B)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction
or a series of transactions), whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or
indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect wholly-owned subsidiary or to the
Corporation) having an aggregate market value equal to 50% or more of either that aggregate market value of all of the assets
of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of the Corporation;
or
| (C) | a
proposed tender or exchange offer for 50% or more of the outstanding Voting Shares of
the Corporation. |
(d)
The Corporation shall give not less than twenty (20) days notice to all Interested Shareholders
prior to the consummation of any of the transactions described in clause (A) or (B) of the second sentence of this Article VI(c)(ii).
Any amendment of this Article VI shall not apply to any Business Combination between the Corporation and any person who became
an Interested Shareholder of the Corporation at or prior to the time of such approval.
ARTICLE
VII
LIMITATION
ON DIRECTOR LIABILITY AND INDEMNIFICATION
Section
7.1 Limitation of Director Liability. To the fullest extent that the BCA or any other law of the Marshall Islands as it
exists or as it may hereafter be amended permits the limitation or elimination of the liability of directors, no director of the
Corporation shall be liable to the Corporation or its shareholders for monetary damages for actions taken in their capacity as
director or officer of the Corporation, provided that such provision shall not eliminate or limit
the liability of a director for (i) any breach of such director’s duty of loyalty to the Corporation or its shareholders,
(ii) acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law or (iii)
any transactions from which such director derived an improper personal benefitincluding
any fiduciary duties. No amendment to or repeal of this Section 7.1 shall apply to or have any effect on the liability or alleged
liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.
Section
7.2 Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,
(other than an action by or in the right of the Corporation) by reason of the fact he or she is or was a director or officer of
the Corporation or is or was serving at the request of the Corporation, a director or officer of another corporation, partnership,
joint venture, trust or other enterprise (the “Indemnitee”), against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action,
suit or proceeding unless a final and unappealable determination by a court of competent jurisdiction has been made that he or
she did not act in good faith or in a manner he or she did not reasonably believe to be in or not opposed to the best interest
of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct
was unlawful.
The
Corporation shall indemnify any Indemnitee
who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the Corporation
to procure judgment in its favor by reason of the fact
that he is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by him or in connection with the defense
or settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Corporation and except
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty
to the Corporation unless and only to the extent that the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
The
termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of no contest, or its
equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
The
purpose of this provision is to fully indemnify the Indemnitee to the fullest extent permitted by Section 60 of the BCA or any
successor statute.
Section
7.3 Expenses Payable in Advance. The right to be indemnified shall include, without limitation, the right of an Indemnitee
to be paid expenses in advance of the final disposition of any proceeding upon receipt of an undertaking to repay such amount
if it shall ultimately be determined that he or she is not entitled to be indemnified hereunder.
The
purpose of this provision is to advance funds to the fullest extent permitted by Section 60 of the BCA or any successor statute.
Section
7.4 Expenses of Enforcement. An Indemnitee shall also be paid reasonable costs, expenses and attorneys’ fees (including
expenses) in connection with the enforcement of rights to the indemnification granted hereunder
Section
7.5 Non-exclusivity of Rights. The rights of indemnification shall not be exclusive of any other rights to which an Indemnitee
may be entitled and shall not be limited by the provisions of Section 60 of the BCA or any successor statute.
Section
7.6 Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or
was a director or officer of the Corporation or serving in such capacity in another corporation at the request of the Corporation
against any liability asserted against such person and incurred by such person in such capacity whether or not the Corporation
would have the power to indemnify such person against such liability by law or under the provisions of these Articles of Incorporation.
Section
7.7 Other Action. The Board of Directors may take such action as it deems necessary or desirable to carry out the provisions
set forth in this Article VII, including, without limitation, adopting procedures for determining and enforcing the rights guaranteed
hereunder, and the Board of Directors is expressly empowered to adopt, approve and amend from time to time such bylaws, resolutions
or contracts implementing such provisions or such further indemnification arrangement as may be permitted by law.
Section
7.8 Amendment or Repeal of Article VII. Neither the amendment or repeal of this Article VII, nor the adoption of any provision
of these Articles of Incorporation inconsistent with this Article VII, shall eliminate or reduce any right to indemnification
afforded by this Article VII to any person with respect to his or her status or any activities in his or her official capacities
prior to such amendment, repeal or adoption.
Section
7.9 Amendment of BCA. If the BCA is amended after the date of the filing of these Articles of Incorporation to authorize
corporate action further eliminating or limiting the personal liability of directors or permitting indemnification to a fuller
extent, then the liability of a director of the Corporation shall be eliminated or limited, and indemnification shall be extended,
in each case to the fullest extent permitted by the BCA, as so amended from time to time. No repeal or modification of this Section
7.9 by the shareholders shall adversely affect any right or protection of a director of the Corporation existing by virtue of
this Section 7.9 at the time of such repeal or modification.
ARTICLE
VIII
AMENDMENTS
Except
as otherwise provided by law, any provision herein requiring a vote of shareholders may only be amended by such a vote. Further,
except as otherwise provided by law, Articles V, VI, VII and VIII may only be amended by affirmative vote of the holders of a
majority of the Voting Power of the aggregate Voting Shares of the Corporation.
ARTICLE
IX
MISCELLANEOUS
Section
9.1 Authorization. These Articles of Incorporation were authorized by action of the shareholders of the Corporation.
Section
9.2 Domicile. The Corporation may transfer its corporate domicile from the Marshall Islands to any other place in the world.
Section
9.3 Article and Section Headings and References. Article and Section headings in these Articles of Incorporation are for
convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision
herein. Unless otherwise expressly provided herein, all references to an “Article” or “Section” are to
an Article or Section of these Articles of Incorporation.
Section
9.4 Severability. If any provision or application of these Articles of
Incorporation shall be invalid or unenforceable,
the remainder of these Articles of Incorporation and its remaining applications shall not be affected thereby,
and shall continue in full force and effect.
Section
9.5 Recordkeeping. The Corporation will comply with all applicable provisions of the Republic
of the Marshall Islands Business Corporations Act, including retention,
maintenance, and production of accounting, shareholder, beneficial
owner and director and officer records in accordance with Division 8 of the Republic of the Marshall
Islands Business Corporations Act.
IN WITNESS WHEREOF,
I have executed these Articles of Incorporation on this 24th day
of November, 2010 ,
20 .
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GLOBUS MARITIME LIMITED |
| |
|
| |
By: |
/s/ Georgios Karageorgiou |
| |
|
Name: Georgios Karageorgiou |
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|
Title: Chief Executive Officer |
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