Exhibit 99.1
GASLOG PARTNERS LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli
18537 Piraeus
Greece
March 31, 2022
Dear Limited Partner:
On behalf of the Board of Directors, you are cordially invited to attend the 2022 Annual Meeting of the limited partners (the “Limited Partners”) holding common units representing limited partner interests in GasLog Partners LP. The meeting will be held in a virtual annual meeting format. You may participate in the meeting by conference telephone call or using the online access link provided below:
Date: Thursday, May 12, 2022
Time: 10:00 a.m. (Eastern Daylight time)
Access to the Virtual Meeting: www.virtualshareholdermeeting.com/GLOP2022
The Notice of the 2022 Annual Meeting and Proxy Statement describe the items to be considered by the Limited Partners at such meeting and contain certain information about us and our executive officers and directors. The principal business to be transacted at the 2022 Annual Meeting will be:
| 1. | To elect Roland Fisher as a Class I Director to serve for a three-year term until the 2025 annual meeting or until his successor has been elected or appointed; |
| 2. | To ratify the appointment of Deloitte Certified Public Accountants S.A. as our independent auditors for the fiscal year ending December 31, 2022; and |
| 3. | To transact such other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof. |
The Board of Directors unanimously recommends that Limited Partners vote for the election of the nominated director and the ratification of the appointment of Deloitte Certified Public Accountants S.A. as our independent auditors.
We understand that many of our Limited Partners may be unable to attend the virtual annual meeting. Proxies are solicited so that each Limited Partner has an opportunity to vote on all matters that are scheduled to come before the meeting. Please sign and return the enclosed proxy card as soon as possible in the envelope provided so that your common units can be voted at the meeting in accordance with your instructions. Even if you plan to attend the meeting, we urge you to sign and promptly return the enclosed proxy card. You may also vote by Internet or telephone as described in the voting instructions on the enclosed proxy card. You can revoke the proxy at any time prior to voting or vote your common units personally if you attend the meeting.
We look forward to seeing you.
| Sincerely, | |
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| Curtis V. Anastasio | |
| Chairman |
GASLOG PARTNERS LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli
18537 Piraeus
Greece
NOTICE OF 2022 ANNUAL MEETING OF LIMITED PARTNERS
TO BE HELD ON THURSDAY, MAY 12, 2022
NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of the limited partners holding common units representing limited partner interests in GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), will be held at 10:00 a.m. Eastern Daylight local time, on Thursday, May 12, 2022, in virtual meeting format for the following purposes:
| 1. | To elect Roland Fisher as a Class I Director to serve for a three-year term until the 2025 annual meeting or until his successor has been elected or appointed; |
| 2. | To ratify the appointment of Deloitte Certified Public Accountants S.A. as our independent auditors for the fiscal year ending December 31, 2022; and |
| 3. | To transact such other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements thereof. |
Only holders of record of our common units at the close of business on Friday, March 18, 2022, will be entitled to receive notice of, and to vote at, the 2022 Annual Meeting and at any adjournments or postponements thereof.
You are cordially invited to attend the 2022 Annual Meeting. Whether or not you expect to attend the virtual 2022 Annual Meeting, please fill out, sign, date and return at your earliest convenience, in the envelope provided, the enclosed proxy card, which is being solicited on behalf of our Board of Directors. You may also vote by Internet or telephone as described in the voting instructions on the enclosed proxy card. The proxy card shows the form in which your common units are registered. Your signature must be in the same form. The return of the proxy card does not affect your right to vote personally, should you decide to attend the 2022 Annual Meeting.
For further information regarding the Partnership, please see our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 1, 2022. The Annual Report can be accessed on the Partnership’s website, http://www.gaslogmlp.com, in the “Investor Relations” section under “SEC Filings”.
| March 31, 2022 | By Order of the Board of Directors |
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Sarah Larkins Partnership Secretary |
This notice of the 2022 Annual Meeting and proxy statement and form of proxy are being distributed on or about March 31, 2022.
GASLOG PARTNERS LP
c/o GasLog LNG Services Ltd.
69 Akti Miaouli
18537 Piraeus
Greece
PROXY STATEMENT FOR
2022 ANNUAL MEETING
TO BE HELD ON THURSDAY, MAY 12, 2022
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of GasLog Partners LP, a Marshall Islands limited partnership (the “Partnership”), for use at the 2022 Annual Meeting of Limited Partners to be held at 10:00 a.m. Eastern Daylight local time, on Thursday, May 12, 2022, in virtual meeting format or at any adjournment or postponement thereof (the “Meeting”), for the purposes set forth herein and in the accompanying Notice of the Meeting. This Proxy Statement and the accompanying proxy card are expected to be mailed on or about March 31, 2022 to the limited partners (the “Limited Partners”) who are entitled to vote at the Meeting.
VOTING RIGHTS AND OUTSTANDING UNITS
On March 18, 2022, (the “Record Date”), the Partnership had issued and outstanding 51,137,201 common units representing limited partner interests (the “Common Units”). Each Limited Partner of record at the close of business on the Record Date is entitled to one vote for each Common Unit then held, subject to the restrictions described below. Holders of at least 33⅓% of the outstanding Common Units represented in person or by proxy shall constitute a quorum for purposes of the Meeting. The Common Units 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 Partnership prior to the close of voting at the Meeting or any adjournment or postponement thereof. Any signed proxies returned without instructions will be voted FOR the proposals set forth on the Notice of 2022 Annual Meeting. As of the Record Date, GasLog Ltd. (“GasLog”) owns 29.7% of our outstanding Common Units and all of our general partner units, representing a 33.3% partnership interest in us. As a result of GasLog’s ownership of our general partner, GasLog Partners GP LLC (our “General Partner”) and the fact that our General Partner elects the majority of the Partnership’s directors in accordance with our Seventh Amended and Restated Agreement of Limited Partnership, dated as of August 5, 2020 (the “Partnership Agreement”), GasLog has the ability to control the Partnership’s affairs and policies.
Pursuant to the Partnership Agreement, holders of preference units, general partner units and class B units are not entitled to vote on the proposals to elect the Partnership’s Elected Directors (as defined below).
Our Partnership Agreement, restricts Limited Partners’ voting rights by providing that if at any time any person or group beneficially owns more than 4.9% of the outstanding Partnership interests of any class or series of units (other than preference units) then outstanding (or would own such percentage in the event this limitation were applied to other persons or groups), any such interests owned by that person or group in excess of 4.9% may not be voted on any matter and will not be considered to be outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes (except for purposes of nominating a person for election to our Board), or determining the presence of a quorum or for other similar purposes. Effectively, this means that the voting rights of any Limited Partners in excess of 4.9% will be redistributed pro rata among the other Limited
Partners holding less than 4.9% of the voting power of all classes of units entitled to vote. Our General Partner, its affiliates and persons who acquired more than 4.9% of any Partnership interests with the prior approval of our Board will not be subject to this 4.9% limitation, except with respect to voting their Common Units in the election of directors at the Meeting. As GasLog owns 29.7% of our Common Units, it will be subject to the 4.9% limitation when voting in favour of the election of Roland Fisher, but it will be able to vote all of its Common Units with respect to all other items proposed for a vote at the Meeting.
The Common Units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “GLOP”.
REVOCABILITY OF PROXIES
A Limited Partner giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with Sarah Larkins, Partnership Secretary of the Partnership, at the Partnership’s principal executive offices at 69 Akti Miaouli, 18537 Piraeus, Greece, or submitting by Internet or telephone, a duly executed proxy bearing a later date, by filing with the Partnership, at the above address, a written notice of revocation or by attending the Meeting and voting in person.
PROPOSAL ONE
ELECTION OF DIRECTOR
The Partnership’s Board currently consists of five individuals, three of whom were appointed by our General Partner in its sole discretion (the “Appointed Directors”) and two of whom were elected by the Limited Partners (the “Elected Directors”). The Elected Directors are divided into classes serving staggered three year terms. At our 2015 annual meeting, the Class I elected director was elected to serve for a one year term expiring on the date of the succeeding annual meeting, the Class II elected director was elected to serve for a two year term expiring on the second succeeding annual meeting and the Class III elected director was elected to serve for a three year term expiring on the third succeeding annual meeting. At each subsequent annual meeting of unitholders, directors will be elected to succeed the class of director whose term has expired by a plurality of the votes of the Common Unitholders present in person or represented by proxy at such meeting. In order to effectuate cost savings, the Partnership Agreement was amended in August 2020 to reduce the size of the Board. In connection with such amendment, the number of directors was decreased from seven to five, the number of Appointed Directors decreased from four to three and the Class II Elected Director seat was eliminated.
In the future, if our General Partner exercises its right to transfer the power to elect a majority of our directors to the Common Unitholders, an additional Class III Director will thereafter be elected by our Common Unitholders. For more information on this right, see “Item 4. Information on the Partnership—B. Business Overview—Taxation of the Partnership” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2022. In addition, if distributions payable on a series of preference units are in arrears for six or more quarterly periods, whether or not consecutive, holders of such series of preference units (voting together as a class with all other classes or series of parity securities upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our Board, and the size of our Board will be increased as needed to accommodate such change (unless the size of our Board already has been increased by reason of the election of a director by holders of parity securities upon which like voting rights have been conferred and with which the preference units voted as a class for the election of such director). See “Item 3. Key Information—D. Risk Factors—Holders of our Preference Units have extremely limited voting rights” in our Annual Report on Form 20-F filed with the SEC on March 1, 2022.
Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy card 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 the nominee is unavailable, the persons named in the enclosed proxy card will vote for the election of such substitute nominee as the current Board may recommend.
The nominee for the Elected Director position shall be elected by a plurality of the votes of the outstanding Common Units present in person or represented by proxy at the Meeting.
NOMINEE FOR ELECTION
The Board has nominated the following individual to serve as a Class I Director until the annual meeting of Limited Partners in 2025 or until his successor has been elected or appointed, as the case may be.
| Term | Director | ||||||||||
| Name | Age | Positions | Class | Expires | Since | ||||||
| Roland Fisher | 50 | Director | I | 2025 | 2021 | ||||||
Additional Information Concerning the Nominee for Election
Mr. Fisher was appointed to our Board on February 8, 2021. Mr. Fisher is the founder of Gasfin Development, a company recognized for pioneering mid-scale LNG infrastructure in multiple markets, most recently delivering Sub-Saharan Africa’s first LNG terminal, at Tema, Ghana. Prior to founding Gasfin, Mr. Fisher was Chief Financial Officer at TGE Group, a specialist cryogenic gas engineering business. Previously, Mr. Fisher also spent 10 years in private equity investment roles with Caledonia Investments and Actis working on a diverse portfolio from natural resources to financial services across Europe, Southern Africa and South America. He started his career with Deloitte in London. Mr. Fisher is a Chartered Accountant (ICAEW), holds an MBA with Distinction from INSEAD, and an MA (Hons) from Edinburgh University. Mr. Fisher sits on the investment committee of Nash & Co and is a Trustee of Kasanka National Park in Zambia.
Elected Director
Certain biographical information about the Elected Director not currently standing for re-election is set forth below.
Kristin H. Holth
Class III Director
Ms. Holth was appointed to our Board and a member of our Audit Committee and Conflicts Committee in November 2021. From 2017 to 2020 Ms. Holth served as Executive Vice President and Global Head of Ocean Industries in DNB Bank ASA, Norway’s largest financial services group. Ms. Holth has significant experience in capital markets and funding and has held numerous management positions within DNB, including Global Head of Shipping, Offshore & Logistics for four years and General Manager & Head of DNB Americas for six years. Ms. Holth also holds several board positions, including Independent Director of Maersk Drilling and Maersk Tankers. Ms. Holth also sat on the board of directors of GasLog Ltd. from September 2020 to June 2021. Ms. Holth holds a Bachelor in Economics and Business Administration from BI Norwegian Business School.
Appointed Directors
Following the Meeting, our Appointed Directors are expected to be Curtis V. Anastasio, our Chairman, Julian R. Metherell, and Paolo Enoizi, our Chief Executive Officer (“CEO”), all of whom currently serve on our Board.
Certain biographical information about the individuals expected to serve as Appointed Directors following the Meeting are set forth below.
Curtis V. Anastasio
Mr. Anastasio has been the Executive Chairman of our Board since our inception to May 2016 and Non-Executive Chairman from May 2016 to date. From the time he led the initial public offering in April of 2001 to his retirement on December 31, 2013, Mr. Anastasio was the president and chief executive officer of NuStar Energy L. P., a publicly traded MLP based in San Antonio, Texas. Mr. Anastasio was also president and chief executive officer of NuStar GP Holdings, LLC, a position he held since the company’s initial public offering in 2006. In addition, Mr. Anastasio serves as a director and chairman of the Audit Committee of Par Pacific Holdings (previously Par Petroleum Corporation) a growth-orientated company that manages and maintains interests in energy related assets, and serves as a director and chairman of the Audit Committee of the Chemours Company. Between 2013 and 2019, Mr. Anastasio served on the board of the Federal Reserve Bank of Dallas. Mr. Anastasio received a Juris Doctorate degree from Harvard Law School in 1981 and a Bachelor of Arts degree, Magna cum Laude, from Cornell University in 1978.
Julian R. Metherell
Mr. Metherell was appointed to our Board on August 6, 2020 and has served on the GasLog Ltd. board of directors since October 2011. Mr. Metherell is currently a director of MW&L Capital; he also sits on the board of a number of private companies including Wellsafe, Natural Capital Research and Chairman Mentors International. He was the chief financial officer and a director of Genel Energy plc, a leading independent oil and gas exploration and production company operating in the Kurdistan Region of Iraq. Genel Energy plc is the successor to Vallares Plc, a publicly listed acquisition company which Mr. Metherell co-founded in April 2011. From 1999 to 2011, Mr. Metherell was a partner at The Goldman Sachs Group, Inc., where he served as chief executive officer of the UK investment banking division. Prior to joining Goldman Sachs, Mr. Metherell was a director in the European energy group at Dresdner Kleinwort, a London-based investment bank. Mr. Metherell is a graduate of Manchester University, where he received a B.Sc. degree, and of Cambridge University, where he received an M.B.A.
Paolo Enoizi
Mr. Enoizi was appointed as a director and our CEO on August 1, 2021. Mr. Enoizi joined GasLog Partners LP in August 2019 and was appointed Chief Operating Officer (“COO”) from September 2019 to February 2022. He was appointed COO of GasLog on the same date. Prior to joining GasLog Partners, Mr. Enoizi was most recently Managing Director of Stolt Tankers BV Rotterdam, a subsidiary of Stolt Nielsen Limited, where he was responsible for the operation of over 100 chemical tankers, 200 people ashore and over 4,000 seafarers. Mr. Enoizi’s previous roles also included Director of Technical & Innovation and General Manager of Newbuilding & Technical. Whilst at Stolt Nielsen, Mr. Enoizi led major business transformations, integration of company acquisitions and operational improvement initiatives in areas such as process optimisation, cost reductions, digitalisation and business intelligence. Prior to joining Stolt Nielsen in 2008, Mr. Enoizi was Managing Director of a family-owned ship management company. Mr. Enoizi is a director of HiLo Maritime Risk Management Limited, a not for profit joint industry initiative which uses a predictive mathematical model to enhance shipping industry safety. Mr. Enoizi has a Masters degree in Naval Architecture and Marine Engineering from the University of Genova.
Independence
Mr. Fisher, the nominee for the Class I Elected Director position, as well the other Elected Director, Mr. Anastasio and Mr. Metherell have been determined by our Board to be independent under the standards of the NYSE and the rules and regulations of the SEC.
Mr. Fisher and the other Elected Director qualify for membership on our conflicts committee. Under our Partnership Agreement, the members of the conflicts committee must meet the independence standards established by the NYSE and the SEC to serve on an audit committee of a board of directors, and may not be any of the following: (a) officers or employees of our General Partner, (b) officers, directors or employees of any affiliate of our General Partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the General Partner, its affiliates or the Partnership and its subsidiaries (other than (x) Common Units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries).
Board Leadership Structure
In accordance with our Partnership Agreement, our General Partner has delegated to our Board the authority to oversee and direct our operations, management and policies on an exclusive basis, and such delegation will be binding on any successor General Partner of the Partnership. Our board leadership structure consists of our Chairman and the chairmen of our Board committees. Our operational management is headed by our CEO. Mr. Enoizi, as CEO, is responsible for the day-to-day operations of the Partnership, which includes decisions relating to the Partnership’s general management and control of its affairs and business and works with our Board in developing our business strategy. The Board does not have a policy mandating that the roles of CEO and Chairman be held by separate individuals, but believes that at this time the separation of such roles is appropriate and beneficial to unitholders.
Compensation of Directors and Senior Management
Executive Compensation
The services of our executive officers and other employees are provided pursuant to the administrative services agreement, under which we pay an annual fee. Mr. Paul A. Wogan stepped down as CEO with effect from August 01, 2021, and Paolo Enoizi was appointed as CEO. We do not pay any of our executive officers any compensation directly. See “Item 7. Major Unitholders and Related Party Transactions—B. Related Party Transactions—Administrative Services Agreement”. Our officers and employees and officers and employees of our subsidiaries and affiliates of GasLog and our general partner may participate in employee pension and benefit plans and arrangements sponsored by GasLog, GasLog subsidiaries, our general partner or their affiliates, including plans that may be established in the future. We did not set aside or accrue any amounts in the year ended December 31, 2021 to provide pension, retirement or similar benefits to our senior management.
Compensation of Directors
Each non-management director receives cash compensation for being a member of our Board, as well as for being a member or chairperson of a committee. During 2021, non-management directors each received a director fee of $110,000 per year. In addition, members of the audit and conflicts committees each received a committee fee of $25,000 per year whereas the chairpersons of such committees received a fee of $50,000 per year. Our chairman receives an additional chair fee and received director fees totaling $266,181 in 2021. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of our Board or committees.
We did not set aside or accrue any amounts in the year ended December 31, 2021 to provide pension, retirement or similar benefits to our directors.
Equity Compensation Plan
In January 2015, our Board approved the GasLog Partners LP 2015 Long-Term Incentive Plan (the “Plan”). The purpose of the Plan is to promote the interests of the Partnership and its unitholders by attracting and retaining exceptional directors, officers, employees and consultants and enabling such individuals to participate in the long-term growth and financial success of the Partnership.
The Plan provides for the grant of options to purchase our common units, common unit appreciation rights, restricted common units, phantom performance common units, cash incentive awards and other equity-based or equity-related awards. We have reserved for issuance a total of 945,026 common units under the Plan (equal to approximately 6.59% of the 14,322,358 common units outstanding as of December 31, 2014), subject to adjustment for changes in capitalization as provided in the Plan. The Plan is administered by our Board, or such committee of our Board as may be designated by our Board to administer the Plan.
On April 1, 2021, we granted our executive officers and employees an aggregate of 98,255 restricted common units and 98,255 phantom performance common units, with an aggregate fair value as of the grant date of $540,400. On September 14, 2021, we granted our executive officers and employees an aggregate of 21,663 restricted common units and 21,663 phantom performance common units, with an aggregate fair value as of the grant date of $177,203. These awards vest on the third anniversary of the grant date, subject to the recipients’ continued service; vesting of the phantom stock units is also subject to the achievement of certain performance targets. They may be settled in cash or newly issued units, or a combination thereof, at our discretion.
As of December 31, 2021, we have 407,824 common units reserved for issuance under the Plan (equal to approximately 0.80% of the 51,137,201 common units outstanding).
Committees of the Board of Directors
Audit Committee
We have an audit committee that, among other things, reviews our external financial reporting, engages our external auditors and oversees our internal audit activities and procedures and the adequacy of our internal accounting controls. Our audit committee is comprised of Roland Fisher, Kristin H. Holth and Julian R. Metherell, with Roland Fisher serving as the chair of the audit committee. Our Board has determined that each of Roland Fisher, Kristin H. Holth and Julian R. Metherell satisfies the independence standards established by the NYSE and qualifies as an “audit committee financial expert” for purposes of SEC rules and regulations. Following the Meeting, the audit committee will continue to consist of Mr. Fisher, Ms. Holth and Mr. Metherell, assuming that Mr. Fisher is elected as an elected Director at the Meeting. Mr. Fisher will also continue to serve as chair of the audit committee.
Conflicts Committee
We also have a conflicts committee that is available at the Board’s discretion to review specific matters that the Board believes may involve conflicts of interest. The conflicts committee will determine if the resolution of the conflict of interest is fair and reasonable to us. The members of the conflicts committee must meet the independence standards established by the NYSE and the SEC to serve on an audit committee of a board of directors, and may not be any of the following: (a) officers or employees of our general partner, (b) officers, directors or employees of any affiliate of our general partner (other than the Partnership and its subsidiaries) or (c) holders of any ownership interest in the general partner, its affiliates or the Partnership and its subsidiaries (other than (x) common units or (y) awards granted pursuant to any long-term incentive plan, equity compensation plan or similar plan of the Partnership or its subsidiaries). Any matters approved by the conflicts committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our directors, our general partner or its affiliates of any duties any of them may owe us or our unitholders. Our conflicts committee is comprised of Kristin H. Holth and Roland Fisher, with Kristin H. Holth serving as chair of the conflicts committee. Following the Meeting, the conflicts committee will continue to consist of Mr. Fisher and Ms. Holth, assuming that Mr, Fisher is elected as an Elected Director at the Meeting. Ms. Holth will also continue to serve as chair of the conflicts committee.
Corporate Governance
The Board and our Partnership’s management engage in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.
We have adopted a Code of Business Conduct and Ethics for all directors, officers, employees and agents of the Partnership.
This document and other important information on our governance are posted on our website and may be viewed at http://www.gaslogmlp.com. Reference to our website is for informational purposes only;
our website is not incorporated by reference in this proxy statement. We will also provide a paper copy of any of these documents upon the written request of a unitholder at no cost. Unitholders may direct their requests to the attention of our General Counsel, c/o GasLog LNG Services Ltd., 69 Akti Miaouli, Piraeus, 18537 Greece.
Exemptions from NYSE Corporate Governance Rules
Because we qualify as a foreign private issuer under SEC rules, we are permitted to follow the corporate governance practices of the Marshall Islands (the jurisdiction in which we are organized) in lieu of certain of the NYSE corporate governance requirements that would otherwise be applicable to us. The NYSE rules do not require a listed company that is a foreign private issuer to have a board of directors that is comprised of a majority of independent directors. Under Marshall Islands law, we are not required to have a board of directors comprised of a majority of directors meeting the independence standards described in the NYSE rules. In addition, the NYSE rules do not require limited partnerships like us to have boards of directors comprised of a majority of independent directors. Accordingly, our Board is not required to be comprised of a majority of independent directors.
The NYSE rules do not require foreign private issuers or limited partnerships like us to establish a compensation committee or a nominating/corporate governance committee. Similarly, under Marshall Islands law, we are not required to have a compensation committee or a nominating/corporate governance committee. Accordingly, we do not have a compensation committee or a nominating/corporate governance committee.
Limited Partner Nominations for Annual Meeting
Directors elected by our Limited Partners are nominated by the Board or by any Limited Partner or group of Limited Partners that holds at least 10% of the outstanding Common Units.
Our Partnership Agreement provides that Limited Partners seeking to nominate candidates for election as directors must provide timely notice of their proposal in writing to the Board. Generally, to be timely, a Limited Partner’s notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to that annual meeting. In the event that the date of the annual meeting was not publicly announced by the Partnership by mail, press release or otherwise more than 100 days prior to the date of such meeting, such notice, to be timely, must be delivered to the Board not later than the close of business on the 10th day following the date on which the date of the annual meeting was announced. Our Partnership Agreement also specifies requirements as to the form and content of a Limited Partner’s notice. These provisions may impede Limited Partners’ ability to make nominations for directors at an annual meeting of Limited Partners. Individuals proposed as candidates for election as director by Limited Partners in accordance with these procedures will receive the same consideration which was given to individuals identified through other means to the Board.
Limited Partners who wish to send communications on any topic to the Board, may do so by writing to Sarah Larkins, Partnership Secretary, at 69 Akti Miaouli, 18537 Piraeus, Greece.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS
The Board is submitting for ratification at the Meeting the appointment of Deloitte Certified Public Accountants S.A. as the Partnership’s independent auditors for the fiscal year ending December 31, 2022. The charter of the audit committee requires the Partnership’s independent auditor to be engaged, retained and supervised by the audit committee. However, the Board considers the appointment of the independent auditor to be an important matter of Limited Partner concern and is submitting the appointment of Deloitte Certified Public Accountants S.A. for ratification by Limited Partners as a matter of good corporate practice. If the Limited Partners fail to ratify the selection, the audit committee may consider whether or not to retain Deloitte Certified Public Accountants S.A.
Deloitte Certified Public Accountants S.A. has advised the Partnership that the firm does not have any direct or indirect financial interest in the Partnership, nor has such firm had any such interest in connection with the Partnership during the past three fiscal years other than in its capacity as the Partnership’s independent auditors.
All services rendered by the independent auditors are subject to approval by the Partnership’s audit committee.
Approval of Proposal Two requires the majority of the votes cast at the Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF DELOITTE CERTIFIED PUBLIC ACCOUNTANTS S.A. AS INDEPENDENT AUDITORS OF THE PARTNERSHIP FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Partnership. Solicitation will be made primarily by mail, but Limited Partners may be solicited by telephone, e-mail, or personal contact.
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 Directors | |
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| Sarah Larkins Partnership Secretary | |
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March 31, 2022 |
