DIANA SHIPPING INC.
|
||
(registrant)
|
||
Dated: November 15, 2023
|
By:
|
/s/ Ioannis Zafirakis
|
Ioannis Zafirakis
|
||
Chief Financial Officer
|
||
Corporate Contact:
|
|
Ioannis Zafirakis
|
|
Director, Chief Financial Officer, Chief Strategy Officer, Treasurer and Secretary
|
|
Telephone: + 30-210-9470100
|
|
Email: izafirakis@dianashippinginc.com
|
|
Website: www.dianashippinginc.com
|
|
Twitter: @Dianaship
|
|
For Immediate Release
|
|
Investor and Media Relations:
|
|
Edward Nebb
|
|
Comm-Counsellors, LLC
|
|
Telephone: + 1-203-972-8350
|
|
Email: enebb@optonline.net
|
Fleet Employment (As of November 14, 2023)
|
|||||||||
VESSEL
|
SISTER SHIPS*
|
GROSS RATE
(USD PER DAY)
|
COM**
|
CHARTERERS
|
DELIVERY DATE TO CHARTERERS***
|
REDELIVERY DATE TO OWNERS****
|
NOTES
|
||
BUILT DWT
|
|||||||||
9 Ultramax Bulk Carriers
|
|||||||||
1
|
DSI Phoenix
|
A
|
13,250
|
5.00%
|
ASL Bulk Marine Limited
|
04/Nov/22
|
4/Mar/2024 - 4/May/2024
|
||
2017 60,456
|
|||||||||
2
|
DSI Pollux
|
A
|
17,000
|
5.00%
|
Delta Corp Shipping Pte. Ltd.
|
27/Oct/22
|
27/Dec/2023 - 27/Feb/2024
|
||
2015 60,446
|
|||||||||
3
|
DSI Pyxis
|
A
|
17,100
|
4.75%
|
Cargill Ocean Transportation Singapore Pte. Ltd.
|
16/Oct/22
|
28/Aug/2023
|
1
|
|
2018 60,362
|
14,250
|
5.00%
|
ASL Bulk Marine Limited
|
24/Sep/23
|
10/Oct/2024 - 10/Dec/2024
|
||||
4
|
DSI Polaris
|
A
|
13,100
|
5.00%
|
ASL Bulk Marine Limited
|
12/Nov/22
|
12/May/2024 - 12/Jul/2024
|
2
|
|
2018 60,404
|
|||||||||
5
|
DSI Pegasus
|
A
|
14,000
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
07/Dec/22
|
15/Jul/2024 - 15/Sep/2024
|
||
2015 60,508
|
|||||||||
6
|
DSI Aquarius
|
B
|
14,200
|
5.00%
|
Engelhart CTP Freight (Switzerland) SA
|
01/Feb/23
|
10/Jan/2024 - 25/Mar/2024
|
||
2016 60,309
|
|||||||||
7
|
DSI Aquila
|
B
|
13,300
|
5.00%
|
Western Bulk Carriers AS
|
22/Nov/22
|
12/Nov/2023
|
3
|
|
2015 60,309
|
12,500
|
12/Nov/23
|
10/Nov/2024 - 10/Jan/2025
|
||||||
8
|
DSI Altair
|
B
|
13,800
|
5.00%
|
Western Bulk Carriers AS
|
23/Jun/23
|
10/Aug/2024 - 10/Oct/2024
|
||
2016 60,309
|
|||||||||
9
|
DSI Andromeda
|
B
|
14,250
|
5.00%
|
Western Bulk Carriers AS
|
17/Nov/22
|
24/Nov/2023
|
4, 5, 6
|
|
2016 60,309
|
|||||||||
7 Panamax Bulk Carriers
|
|||||||||
10
|
ARTEMIS
|
10,000
|
5.00%
|
ASL Bulk Shipping Limited
|
17/Jun/23
|
6/Oct/2023
|
7
|
||
2006 76,942
|
12,000
|
5.00%
|
Jera Global Markets Pte. Ltd.
|
14/Oct/23
|
28/Nov/2023
|
8
|
|||
11
|
LETO
|
14,500
|
4.75%
|
Cargill International S.A., Geneva
|
29/Jan/23
|
1/Mar/2024 - 30/Apr/2024
|
|||
2010 81,297
|
|||||||||
12
|
SELINA
|
C
|
12,000
|
4.75%
|
Cargill International S.A., Geneva
|
20/May/23
|
15/Sep/2024 - 15/Nov/2024
|
||
2010 75,700
|
|||||||||
13
|
MAERA
|
C
|
12,000
|
4.75%
|
Cargill International S.A., Geneva
|
16/Dec/22
|
30/Nov/2023
|
4
|
|
2013 75,403
|
|||||||||
14
|
ISMENE
|
14,000
|
5.00%
|
ST Shipping and Transport Pte. Ltd.
|
10/Jan/23
|
25/Aug/23
|
9
|
||
2013 77,901
|
12,650
|
5.00%
|
Paralos Shipping Pte., Ltd.
|
13/Sep/23
|
15/Apr/2025 - 30/Jun/2025
|
||||
15
|
CRYSTALIA
|
D
|
12,500
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
08/Nov/22
|
06/Sep/23
|
||
2014 77,525
|
11,250
|
5.00%
|
06/Sep/23
|
20/Feb/2024 - 20/Apr/2024
|
|||||
16
|
ATALANDI
|
D
|
13,250
|
4.75%
|
Aquavita International S.A.
|
15/Feb/23
|
5/Mar/2024 - 5/May/2024
|
||
2014 77,529
|
Fleet Employment (As of November 14, 2023)
|
|||||||||
VESSEL
|
SISTER SHIPS*
|
GROSS RATE (USD PER DAY)
|
COM**
|
CHARTERERS
|
DELIVERY DATE TO CHARTERERS***
|
REDELIVERY DATE TO OWNERS****
|
NOTES
|
||
BUILT DWT
|
|||||||||
6 Kamsarmax Bulk Carriers
|
|||||||||
17
|
MAIA
|
E
|
25,000
|
5.00%
|
Hyundai Glovis Co. Ltd.
|
24/May/22
|
23/Sep/2023
|
10
|
|
2009 82,193
|
13,500
|
5.00%
|
ST Shipping and Transport Pte. Ltd.
|
23/Sep/23
|
15/Jun/2024 - 20/Aug/2024
|
||||
18
|
MYRSINI
|
E
|
15,000
|
5.00%
|
Salanc Pte. Ltd.
|
22/Nov/22
|
20/Apr/2024 - 28/Jun/2024
|
||
2010 82,117
|
|||||||||
19
|
MEDUSA
|
E
|
14,250
|
5.00%
|
ASL Bulk Shipping Limited
|
14/May/23
|
10/Feb/2025 - 15/Apr/2025
|
||
2010 82,194
|
|||||||||
20
|
MYRTO
|
E
|
18,000
|
5.00%
|
Tata NYK Shipping Pte. Ltd.
|
03/Aug/22
|
15/Jul/23
|
||
2013 82,131
|
12,650
|
5.00%
|
Cobelfret S.A., Luxemburg
|
15/Jul/23
|
1/Nov/2024 - 15/Jan/2025
|
||||
21
|
ASTARTE
|
15,000
|
5.00%
|
Reachy Shipping (SGP) Pte. Ltd.
|
29/Apr/23
|
1/Aug/2024 - 1/Oct/2024
|
|||
2013 81,513
|
|||||||||
22
|
LEONIDAS P. C.
|
17,000
|
4.75%
|
Cargill International S.A., Geneva
|
17/Mar/23
|
17/Feb/2024 - 17/Apr/2024
|
11
|
||
2011 82,165
|
|||||||||
5 Post-Panamax Bulk Carriers
|
|||||||||
23
|
ALCMENE
|
13,000
|
5.00%
|
SwissMarine Pte. Ltd., Singapore
|
02/Jan/23
|
10/Jan/2024 - 25/Mar/2024
|
|||
2010 93,193
|
|||||||||
24
|
AMPHITRITE
|
F
|
14,250
|
5.00%
|
Cobelfret S.A., Luxemburg
|
09/Nov/22
|
15/Dec/2023 - 15/Feb/2024
|
4
|
|
2012 98,697
|
|||||||||
25
|
POLYMNIA
|
F
|
15,000
|
5.00%
|
Cobelfret S.A., Luxemburg
|
14/Jan/23
|
1/Apr/2024 - 31/May/2024
|
12
|
|
2012 98,704
|
|||||||||
26
|
ELECTRA
|
G
|
14,500
|
5.00%
|
Cobelfret S.A., Luxemburg
|
13/Apr/23
|
1/Jun/2024 - 1/Aug/2024
|
||
2013 87,150
|
|||||||||
27
|
PHAIDRA
|
G
|
12,250
|
4.75%
|
Aquavita International S.A.
|
09/May/23
|
1/Sep/2024 - 15/Nov/2024
|
||
2013 87,146
|
|||||||||
10 Capesize Bulk Carriers
|
|||||||||
28
|
SEMIRIO
|
H
|
19,700
|
5.00%
|
C Transport Maritime Ltd., Bermuda
|
15/Dec/21
|
18/Aug/23
|
||
2007 174,261
|
14,150
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
18/Aug/23
|
20/Nov/2024 - 30/Jan/2025
|
||||
29
|
BOSTON
|
H
|
17,000
|
5.00%
|
ST Shipping and Transport Pte. Ltd.
|
06/May/23
|
15/Jul/2024 - 15/Oct/2024
|
13
|
|
2007 177,828
|
|||||||||
30
|
HOUSTON
|
H
|
13,000
|
5.00%
|
EGPN Bulk Carrier Co., Limited
|
21/Nov/22
|
1/Jul/2024 - 31/Aug/2024
|
||
2009 177,729
|
|||||||||
31
|
NEW YORK
|
H
|
16,000
|
5.00%
|
SwissMarine Pte. Ltd., Singapore
|
11/Jun/23
|
1/Oct/2024 - 7/Dec/2024
|
||
2010 177,773
|
|||||||||
32
|
SEATTLE
|
I
|
26,500
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
02/Mar/22
|
01/Oct/23
|
||
2011 179,362
|
17,500
|
01/Oct/23
|
15/Jul/2025 - 15/Sep/2025
|
||||||
33
|
P. S. PALIOS
|
I
|
31,000
|
5.00%
|
Classic Maritime Inc.
|
11/Jun/22
|
15/Apr/2024 - 30/Jun/2024
|
||
2013 179,134
|
|||||||||
34
|
G. P. ZAFIRAKIS
|
J
|
17,000
|
5.00%
|
Solebay Shipping Cape Company Limited, Hong Kong
|
12/Jan/23
|
15/Jun/2024 - 15/Aug/2024
|
||
2014 179,492
|
|||||||||
35
|
SANTA BARBARA
|
J
|
21,250
|
5.00%
|
Smart Gain Shipping Co., Limited
|
07/May/23
|
10/Oct/2024 - 10/Dec/2024
|
14
|
|
2015 179,426
|
|||||||||
36
|
NEW ORLEANS
|
32,000
|
5.00%
|
Engelhart CTP Freight (Switzerland) SA
|
25/Mar/22
|
5/Dec/2023 - 31/Jan/2024
|
4, 14, 15,
|
||
2015 180,960
|
|||||||||
37
|
FLORIDA
|
25,900
|
5.00%
|
Bunge S.A., Geneva
|
29/Mar/22
|
29/Jan/2027 - 29/May/2027
|
6
|
||
2022 182,063
|
Fleet Employment (As of November 14, 2023)
|
|||||||||
VESSEL
|
SISTER SHIPS*
|
GROSS RATE (USD PER DAY)
|
COM**
|
CHARTERERS
|
DELIVERY DATE TO CHARTERERS***
|
REDELIVERY DATE TO OWNERS****
|
NOTES
|
||
BUILT DWT
|
|||||||||
4 Newcastlemax Bulk Carriers
|
|||||||||
38
|
LOS ANGELES
|
K
|
17,700
|
5.00%
|
Nippon Yusen Kabushiki Kaisha, Tokyo
|
15/Jan/23
|
20/May/2024 - 5/Aug/2024
|
||
2012 206,104
|
|||||||||
39
|
PHILADELPHIA
|
K
|
26,000
|
5.00%
|
C Transport Maritime Ltd., Bermuda
|
12/Apr/22
|
1/Feb/2024 - 15/Apr/2024
|
||
2012 206,040
|
|||||||||
40
|
SAN FRANCISCO
|
L
|
22,000
|
5.00%
|
SwissMarine Pte. Ltd., Singapore
|
18/Feb/23
|
5/Jan/2025 - 5/Mar/2025
|
||
2017 208,006
|
|||||||||
41
|
NEWPORT NEWS
|
L
|
28,000
|
5.00%
|
Koch Shipping Pte. Ltd., Singapore
|
16/Dec/21
|
01/Jul/23
|
||
2017 208,021
|
23,500
|
5.00%
|
1-Jul-23
|
20-Sep-23
|
|||||
20,000
|
5.00%
|
Nippon Yusen Kabushiki Kaisha, Tokyo
|
20-Sep-23
|
10/Mar/2025 - 10/Jun/2025
|
* |
Each dry bulk carrier is a “sister ship”, or closely similar, to other dry bulk carriers that have the same letter.
|
** |
Total commission percentage paid to third parties.
|
*** |
In case of newly acquired vessel with time charter attached, this date refers to the expected/actual date of delivery of the vessel to the Company.
|
**** |
Range of redelivery dates, with the actual date of redelivery being at the Charterers’ option, but subject to the terms, conditions, and exceptions of the particular
charterparty.
|
1 |
Vessel on scheduled drydocking from August 28, 2023 to September 24, 2023.
|
2 |
Vessel on scheduled drydocking from June 18, 2023 to July 5, 2023.
|
3 |
Estimated date.
|
4 |
Based on latest information.
|
5 |
The fixture includes the option for redelivery of vessel east of Suez against a gross ballast bonus of US$250,000.
|
6 |
Bareboat chartered-in for a period of ten years.
|
7 |
Vessel on scheduled drydocking from October 6, 2023 to October 14, 2023.
|
8 |
Redelivery date based on an estimated time charter trip duration of about 45 days.
|
9 |
Vessel on scheduled drydocking from August 25, 2023 to September 13, 2023.
|
10 |
Vessel off hire for 3.93 days.
|
11 |
Vessel off hire for 6.83 days.
|
12 |
The charter rate was US$10,000 per day for the first 30 days of the charter period.
|
13 |
Vessel has been sold and is expected to be delivered to her new Owners by December 20, 2023.
|
14 |
Bareboat chartered-in for a period of eight years.
|
15 |
Vessel off hire for 3.65 days.
|
Summary of Selected Financial & Other Data (unaudited)
|
||||||||||||||||
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
STATEMENT OF INCOME DATA (in thousands of US Dollars)
|
||||||||||||||||
Time charter revenues
|
$
|
62,062
|
$
|
73,811
|
$
|
202,082
|
$
|
214,267
|
||||||||
Voyage expenses
|
2,931
|
3,432
|
10,295
|
4,095
|
||||||||||||
Vessel operating expenses
|
21,202
|
17,685
|
63,965
|
52,507
|
||||||||||||
Net income
|
7,386
|
31,731
|
40,463
|
93,381
|
||||||||||||
Net income attributable to common stockholders
|
5,944
|
30,289
|
36,136
|
89,054
|
||||||||||||
FLEET DATA
|
||||||||||||||||
Average number of vessels
|
41.0
|
34.9
|
41.2
|
34.5
|
||||||||||||
Number of vessels
|
41.0
|
34.0
|
41.0
|
34.0
|
||||||||||||
Weighted average age of vessels
|
10.5
|
10.4
|
10.5
|
10.4
|
||||||||||||
Ownership days
|
3,772
|
3,210
|
11,240
|
9,412
|
||||||||||||
Available days
|
3,721
|
3,022
|
11,128
|
8,996
|
||||||||||||
Operating days
|
3,720
|
2,994
|
11,097
|
8,913
|
||||||||||||
Fleet utilization
|
100.0
|
%
|
99.1
|
%
|
99.7
|
%
|
99.1
|
%
|
||||||||
AVERAGE DAILY RESULTS
|
||||||||||||||||
Time charter equivalent (TCE) rate (1)
|
$
|
15,891
|
$
|
23,289
|
$
|
17,235
|
$
|
23,363
|
||||||||
Daily vessel operating expenses (2)
|
$
|
5,621
|
$
|
5,509
|
$
|
5,691
|
$
|
5,579
|
(1) |
Time charter equivalent rates, or TCE rates, are defined as our time charter revenues less voyage expenses during a period divided by the number of available days during the period, which
is consistent with industry standards. Voyage expenses include port charges, bunker (fuel) expenses or gain, canal charges and commissions. TCE is a non-GAAP measure. TCE rate is a standard shipping industry performance measure used
primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day
amounts while charter hire rates for vessels on time charters are generally expressed in such amounts.
|
(2) |
Daily vessel operating expenses, which include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the costs of spares and consumable stores,
tonnage taxes and other miscellaneous expenses, are calculated by dividing vessel operating expenses by ownership days for the relevant period.
|
DIANA SHIPPING INC.
|
||||||||||||||||
FINANCIAL TABLES
|
||||||||||||||||
Expressed in thousands of U.S. Dollars, except share and per share data
|
||||||||||||||||
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
||||||||||||||||
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
REVENUES:
|
||||||||||||||||
Time charter revenues
|
$
|
62,062
|
$
|
73,811
|
$
|
202,082
|
$
|
214,267
|
||||||||
OPERATING EXPENSES
|
||||||||||||||||
Voyage expenses
|
2,931
|
3,432
|
10,295
|
4,095
|
||||||||||||
Vessel operating expenses
|
21,202
|
17,685
|
63,965
|
52,507
|
||||||||||||
Depreciation and amortization of deferred charges
|
11,617
|
10,641
|
38,278
|
31,099
|
||||||||||||
General and administrative expenses
|
8,909
|
7,013
|
24,604
|
21,960
|
||||||||||||
Management fees to related party
|
333
|
222
|
980
|
450
|
||||||||||||
Gain on sale of vessels
|
-
|
(2,841
|
)
|
(4,995
|
)
|
(2,841
|
)
|
|||||||||
Insurance recoveries
|
-
|
-
|
-
|
(1,789
|
)
|
|||||||||||
Other operating income
|
(703
|
)
|
(132
|
)
|
(894
|
)
|
(474
|
)
|
||||||||
Operating income, total
|
$
|
17,773
|
$
|
37,791
|
$
|
69,849
|
$
|
109,260
|
||||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||||||
Interest expense and finance costs
|
(12,837
|
)
|
(6,415
|
)
|
(36,682
|
)
|
(17,623
|
)
|
||||||||
Interest and other income
|
2,295
|
630
|
6,040
|
1,252
|
||||||||||||
Gain from derivatives
|
153
|
-
|
153
|
-
|
||||||||||||
Loss on extinguishment of debt
|
-
|
(212
|
)
|
(748
|
)
|
(212
|
)
|
|||||||||
Gain on deconsolidation of subsidiary
|
-
|
-
|
844
|
-
|
||||||||||||
Gain on dividend distribution
|
-
|
-
|
761
|
-
|
||||||||||||
Gain from equity method investments
|
2
|
(63
|
)
|
246
|
704
|
|||||||||||
Total other expenses, net
|
$
|
(10,387
|
)
|
$
|
(6,060
|
)
|
$
|
(29,386
|
)
|
$
|
(15,879
|
)
|
||||
Net income
|
$
|
7,386
|
$
|
31,731
|
$
|
40,463
|
$
|
93,381
|
||||||||
Dividends on series B preferred shares
|
(1,442
|
)
|
(1,442
|
)
|
(4,327
|
)
|
(4,327
|
)
|
||||||||
Net income attributable to common stockholders
|
5,944
|
30,289
|
36,136
|
89,054
|
||||||||||||
Earnings per common share, basic
|
$
|
0.06
|
$
|
0.39
|
$
|
0.36
|
$
|
1.15
|
||||||||
Earnings per common share, diluted
|
$
|
0.06
|
$
|
0.37
|
$
|
0.36
|
$
|
1.10
|
||||||||
Weighted average number of common shares outstanding, basic
|
100,721,952
|
78,390,909
|
99,241,903
|
77,696,706
|
||||||||||||
Weighted average number of common shares outstanding, diluted
|
102,481,766
|
82,225,404
|
100,672,119
|
80,934,858
|
||||||||||||
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Net Income
|
$
|
7,386
|
$
|
31,731
|
$
|
40,463
|
$
|
93,381
|
||||||||
Other comprehensive income (Defined benefit plan)
|
-
|
-
|
-
|
1
|
||||||||||||
Comprehensive Income
|
$
|
7,386
|
$
|
31,731
|
$
|
40,463
|
$
|
93,382
|
CONDENSED CONSOLIDATED BALANCE SHEET DATA
|
||||||||
(in thousands of U.S. Dollars)
|
||||||||
September 30, 2023
|
December 31, 2022*
|
|||||||
ASSETS
|
(unaudited)
|
|||||||
Cash, cash equivalents, restricted cash and time deposits
|
$
|
173,552
|
**
|
$
|
143,928
|
**
|
||
Other current assets
|
18,992
|
17,636
|
||||||
Fixed assets
|
950,186
|
996,702
|
||||||
Investments in related parties
|
13,015
|
8,250
|
||||||
Other noncurrent assets
|
18,542
|
16,403
|
||||||
Total assets
|
$
|
1,174,287
|
$
|
1,182,919
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Long-term debt and finance liabilities, net of deferred financing costs
|
$
|
657,366
|
$
|
663,442
|
||||
Other liabilities
|
30,534
|
32,149
|
||||||
Total stockholders' equity
|
486,387
|
487,328
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,174,287
|
$
|
1,182,919
|
OTHER FINANCIAL DATA (unaudited)
|
||||||||||||||||
Three months ended September 30,
|
Nine months ended September 30,
|
|||||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Net cash provided by operating activities
|
$
|
20,060
|
$
|
43,277
|
$
|
72,615
|
$
|
124,114
|
||||||||
Net cash used in investing activities
|
(11,980
|
)
|
(35,610
|
)
|
(6,108
|
)
|
(54,379
|
)
|
||||||||
Net cash used in financing activities
|
$
|
(42,145
|
)
|
$
|
(8,334
|
)
|
$
|
(54,383
|
)
|
$
|
(66,848
|
)
|
1. |
The name of the Corporation is: Diana Shipping Inc.
|
2. |
The Articles of Incorporation were filed with the Registrar of Corporations as of the 8th day of March 1999.
|
3. |
The following sections of the Articles of lncorporation are hereby amended as follows:
|
4. |
The Articles of Incorporation are hereby replaced by the Amended and Restated Articles of Incorporation attached hereto.
|
5. |
These Amended and Restated Articles ofincorporation were authorized by actions of the Board of Directors and Shareholders of the Corporation as required by the Business Corporations Act.
|
/s/ Ioannis Zafirakis | |
Authorized Person
|
|
Chief Financial Officer
|
A.
|
The name of the Corporation shall be:
|
B.
|
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 Marshall
Islands Business Corporations Act (the “BCA”).
|
|
C.
|
The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Island, P.O. Box 1405, Majuro, Marshall Islands
MH96960. The name of the Corporation’s registered agent at such address is The Trust `Company of the Marshall Islands, Inc.
|
|
D.
|
(a)
|
The aggregate number of shares of common stock that the Corporation is authorized to issue is 1 billion registered shares with a par value of one cent
(US$.01).
|
(b)
|
The Corporation is authorized to issue 50 million registered preferred shares with a par value of one cent (US$.01). The Board of Directors shall have
the authority to establish such series of preferred shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the
resolutions providing for the issue of such preferred shares.
|
|
E.
|
The Corporation shall have every power which a corporation now or hereafter organized under the Marshall Islands Business Corporation Act may have.
|
|
F.
|
No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or preemptive rights to subscribe for,
purchase or receive any shares of the Corporation of any class, now or hereafter authorized or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.
|
|
G.
|
The Shareholders and Board of Directors shall have the authority to adopt, amend or repeal the bylaws of the Corporation.
|
H.
|
Corporate existence commenced on March 8, 1999 and shall continue upon filing the Articles of Domestication and these Amended and Restated Articles of
Incorporation with the Registrar of Corporations.
|
|
I.
|
(a)
|
The Board of Directors shall be divided into three classes, 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 classes expiring each year. As soon as practicable after the filing of these Amended and Restated Articles of Incorporation with the Registrar of
Corporations responsible for non-resident corporations, the shareholders of the Corporation shall hold an organization meeting to divide the Board of Directors into three classes, with the term of office of the first class to expire at
the 2006 Annual Meeting of Shareholders, the term of office of the second class to expire at the 2007 Annual Meeting of Shareholders and the term of office of the third class to expire at the 2008 Annual Meeting of Shareholders.
Commencing with the 2005 Annual Meeting of Shareholders, the 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. Any vacancies in the Board of Directors for any reason, and any
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 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 class 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 series of preferred stock 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 so to be elected, and the terms of the director or directors elected by such holders shall expire at the next succeeding
annual meeting of shareholders.
|
(b)
|
Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), any director or the entire Board of Directors of the Corporation may be removed at any time,
but only for cause and only by the affirmative vote of the holders of a majority of the outstanding shares of common stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one
class) cast at a meeting of the shareholders called for that purpose. Notwithstanding the foregoing, and except as otherwise required by law, whenever the holders of any one or more series of preferred stock shall have the right, voting
separately as a class, to elect one or more directors of the Corporation, the provisions of this Section (b) of this Article I shall not apply with respect to the director or directors elected by such holders of preferred stock.
|
|
(c)
|
Directors shall be elected by a plurality of the votes cast at a meeting of shareholders by the holders of shares entitled to vote in the election.
Cumulative voting, as defined in Division 7, Section 71(2) of the BCA, shall not be used to elect directors.
|
|
(d)
|
Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of a majority of the outstanding shares of common stock
of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article I.
|
|
J.
|
The Board of Directors of the Corporation is expressly authorized to make, alter or repeal bylaws of the Corporation by a vote of not less than a
majority of the entire Board of Directors. Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be
specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of a majority of the outstanding shares of common stock of the Corporation entitled to vote generally in the
election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article J.
|
|
K.
|
(a)
|
Except as provided in this Article K, special meetings of the shareholders may be called by the Board of Directors who shall state the purpose or
purposes of the proposed special meeting. The business transacted at any special meeting shall be limited to the purposes stated in the notice of such meeting. If there is a failure to hold the annual meeting within a period of ninety
(90) days after the date designated therefor, or if no date has been designated for a period of thirteen (13) months after the organization of the Corporation or after its last annual meeting, holders of not less than one-fifth of the
shares entitled to vote in an election of directors may, in writing, demand the call of a special meeting in lieu of the annual meeting specifying the time thereof, which shall not be less than two (2) nor more than three (3) months from
the date of such call. The Chairman, Chief Executive Officer or Secretary of the Corporation upon receiving the written demand shall promptly give notice of such meeting, or if the Chairman, Chief Executive Officer or Secretary fails to
do so within five (5) business days thereafter, any shareholder signing such demand may give such notice. Such notice shall state the purpose or purposes of the proposed special meeting. The business transacted at any special meeting
shall be limited to the purposes stated in the notice of such meeting.
|
(b)
|
Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of a majority of the outstanding shares of common stock
of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article K.
|
|
L.
|
(a)
|
The Corporation may not engage in any Business Combination with any Interested Shareholder for a period of three years following the time of the
transaction in which the person became an Interested Shareholder, unless:
|
(b)
|
The restrictions contained in this section shall not apply if:
|
(c)
|
For the purpose of this Article L only, the term:
|
(d)
|
Any amendment of this Article L shall not be effective until 12 months after the approval of such amendment at a meeting of the shareholders of the
Corporation and 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.
|
|
(e)
|
Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the bylaws of the Corporation (and notwithstanding the
fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the bylaws of the Corporation), the affirmative vote of the holders of a majority of the outstanding shares of common stock
of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) shall be required to amend, alter, change or repeal this Article L.
|
|
M.
|
Under Article D, the Corporation has the authority to issue 1 billion (1,000,000,000) shares of common stock with a par value of one cent (U.S. $0.01).
Prior to the amendment of these articles of incorporation dated November 15, 2023, the Corporation was authorized to issue two hundred million (200,000,000) shares of common stock of par value of ten ($0.01) United States dollars per
share.
|
|
N.
|
At all meetings of Shareholder of the Corporation, except as otherwise expressly provided by law, there must be present either in person or by proxy
Shareholders of record holding at least 33⅓ % of the shares issued and outstanding and entitled to vote at such meetings in order to constitute a quorum, but if less than a quorum is present, a majority of those shares present either in
person or by proxy shall have power to adjourn any meeting until a quorum shall be present.
|