Amended Statement of Beneficial Ownership (sc 13d/a)
22 Novembre 2019 - 10:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Safe Bulkers,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
Y7388L103
(CUSIP Number)
Ioannis Bertsis
Authorized Representative
Vorini Holdings Inc.
Apt. No. D11, Les Acanthes
6 Avenue des Citronniers, MC98000
Monaco
+377 93 25 05 75
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 20, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a
statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
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The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. Y7388L103
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Page 2 of 13
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1
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NAMES OF REPORTING PERSONS
Vorini Holdings Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Marshall Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
19,426,015
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
19,426,015
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,426,015
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.58%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
|
*
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This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
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CUSIP No. Y7388L103
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Page 3 of 13
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1
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NAMES OF REPORTING PERSONS
Polys Hajioannou
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
48,381,427
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
48,381,427
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,381,427
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.27%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 4 of 13
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1
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NAMES OF REPORTING PERSONS
Nicolaos Hadjioannou
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United Kingdom
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
21,426,015
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
21,426,015
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,426,015
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.49%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 5 of 13
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1
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NAMES OF REPORTING PERSONS
Bellapais Maritime Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Marshall Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.78%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 6 of 13
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1
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NAMES OF REPORTING PERSONS
Kyperounta Maritime Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.78%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
|
Page 7 of 13
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1
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NAMES OF REPORTING PERSONS
Lefkoniko Maritime Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.78%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 8 of 13
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1
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NAMES OF REPORTING PERSONS
Akamas Maritime Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
8,555,412
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
8,555,412
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,555,412
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.18%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 9 of 13
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1
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NAMES OF REPORTING PERSONS
Chalkoessa Maritime Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b)
o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Marshall Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
5,400,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
5,400,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.16%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 10 of 13
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1
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NAMES OF REPORTING PERSONS
Kition Holding Corp.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o (b) o
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
OO (See Item 3)
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
2,000,000
|
9
|
SOLE DISPOSITIVE POWER
0
|
10
|
SHARED DISPOSITIVE POWER
2,000,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) o
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.91%*
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
|
*
|
This calculation is based on 104,566,310 shares of common stock of Safe Bulkers, Inc. outstanding
as of November 20, 2019.
|
CUSIP No. Y7388L103
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Page 11 of 13
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This Amendment No.
5 (the “Amendment No. 5”) amends the Report on Schedule 13D originally filed on November 25, 2013 (the “Original
13D”, and as amended by Amendment No. 1 to Schedule 13D filed on December 24, 2013, Amendment No. 2 to Schedule 13D filed
on December 15, 2014, Amendment No. 3 to Schedule 13D filed on December 12, 2016 and Amendment No. 4 to Schedule 13D filed on
December 11, 2017, the “Amended 13D”) by Vorini Holdings Inc. (“Vorini”), Polys Hajioannou, Nicolaos Hadjioannou,
Bellapais Maritime Inc. (“Bellapais”), Kyperounta Maritime Inc. (“Kyperounta”), Lefkoniko Maritime Inc.
(“Lefkoniko”), Akamas Maritime Inc. (“Akamas”), Chalkoessa Maritime Inc. (“Chalkoessa”) and
Kition Holding Corp. (“Kition”) (collectively, the “Reporting Persons”).
Unless indicated otherwise,
all items left blank remain unchanged, and any items which are deemed to amend and update the existing items in the Amended 13D.
EXPLANATORY NOTE
This Amendment No.
5 is being filed by the Reporting Persons as a result of the dilution of the Reporting Persons’ ownership percentage, resulting
from the issuance of 3,963,964 shares of Common Stock by the Issuer. Such shares of Common Stock were issued to an unaffiliated
third party seller of a Japanese-built, dry-bulk, Post-Panamax class, resale, newbuild in respect of a portion of the purchase
price paid by the Issuer for such vessel.
Item 1.
|
Security and Issuer
|
This statement on Schedule
13D relates to the common stock, par value $0.001 per share (“Common Stock”), of the Issuer, a Marshall Islands corporation.
The principal executive office in Monaco of the Issuer is located at: Apt. No. D11, Les Acanthes, 6 Avenue des Citronniers, MC98000,
Monaco.
As of November 20,
2019, the Reporting Persons beneficially owned an aggregate of 50,381,427 shares of Common Stock of the Issuer representing approximately
48.18% of the shares of Common Stock issued and outstanding.
Item 5.
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Interest in Securities of the Issuer
|
Item 5 is hereby
supplemented by the addition of the following:
(a), (b) As of November
20, 2019, there were 104,566,310 shares of Common Stock issued and outstanding.
Based on the foregoing,
the 50,381,427 shares of Common Stock beneficially owned by the Reporting Persons represent approximately 48.18% of the shares
of Common Stock issued and outstanding.
By virtue of shares
owned indirectly through Vorini, Bellapais, Kyperounta, Lefkoniko, Akamas and Chalkoessa, Polys Hajioannou may be deemed to have
the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 48,381,427 shares
of Common Stock. Akamas may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose
or direct the disposition of) 8,555,412 shares of Common Stock. By virtue of shares owned indirectly through Vorini and Kition,
Nicolaos Hadjioannou may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or
direct the disposition of) 21,426,015 shares of Common Stock. Kition may be deemed to have the shared power to vote or direct
the vote of (and the shared power to dispose or direct the disposition of) 2,000,000 shares of Common Stock.
The Reporting Persons
are responsible for the completeness and accuracy of the information concerning the Reporting Persons contained herein.
As of the date hereof,
none of the Reporting Persons own any shares of Common Stock other than the Subject Shares covered in this statement on Schedule
13D.
|
(c)
|
Within the last 60 days,
no reportable transactions were effected by any Reporting Person.
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CUSIP No. Y7388L103
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Page 12 of 13
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SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: November 22, 2019
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VORINI HOLDINGS INC.
|
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|
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By:
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/s/ Polys Hajioannou
|
|
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Name:
|
Polys Hajioannou
|
|
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Title:
|
President and Director
|
|
|
|
|
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/s/ Polys Hajioannou
|
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Polys Hajioannou
|
|
|
|
|
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/s/ Nicolaos Hadjioannou
|
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Nicolaos Hadjioannou
|
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BELLAPAIS MARITIME INC.
|
|
|
|
|
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By:
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/s/ Polys Hajioannou
|
|
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Name:
|
Polys Hajioannou
|
|
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Title:
|
President and Director
|
|
|
|
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KYPEROUNTA MARITIME INC.
|
|
|
|
|
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By:
|
/s/ Polys Hajioannou
|
|
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Name:
|
Polys Hajioannou
|
|
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Title:
|
President and Director
|
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|
|
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LEFKONIKO MARITIME INC.
|
|
|
|
|
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By:
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/s/ Polys Hajioannou
|
|
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Name:
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Polys Hajioannou
|
|
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Title:
|
President and Director
|
|
|
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AKAMAS MARITIME INC.
|
|
|
|
|
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By:
|
/s/ Polys Hajioannou
|
|
|
Name:
|
Polys Hajioannou
|
|
|
Title:
|
President and Director
|
|
|
|
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CHALKOESSA MARITIME INC.
|
|
|
|
|
|
By:
|
/s/ Polys Hajioannou
|
|
|
Name:
|
Polys Hajioannou
|
|
|
Title:
|
President and Director
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CUSIP No. Y7388L103
|
Page 13 of 13
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KITION HOLDING CORP.
|
|
|
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By:
|
/s/ Nicolaos Hadjioannou
|
|
|
Name:
|
Nicolaos Hadjioannou
|
|
|
Title:
|
President and Director
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