FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Transcription

1 As filed with the Securities and Exchange Commission on July 6, Registration Statement No UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSTAMARE INC. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant s Name into English) Republic of the Marshall Islands (Jurisdiction of incorporation or organization) N/A (I.R.S. Employer Identification Number) 7 Rue du Gabian MC Monaco (Address and telephone number of Registrant s principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York (212) (Name, address and telephone number of agent for service) With copies to: D. Scott Bennett, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York (212)

2 Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the following box. Title of Each Class of Securities to be Registered CALCULATION OF REGISTRATION FEE Amount to be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee Common stock, including preferred stock purchase rights, par value $ per share 30,000,000 $7.90 $237,000,000 $23,866 (1) (2) Plus such additional shares as may be issued by reason of stock splits, stock distributions and similar transactions. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low prices per share of the Company s common stock on the New York Stock Exchange on June 30, 2016.

3 PROSPECTUS DIVIDEND REINVESTMENT PLAN 30,000,000 Common Shares Costamare Inc. With this prospectus we are offering you the opportunity to participate in the dividend reinvestment plan (the plan ) of Costamare Inc. (the Company, Costamare, we or us ). The plan provides holders of our common stock with a method of investing cash dividends declared on our common shares in additional common shares. The plan allows our shareholders to reinvest the cash dividends with respect to all or part of their common shares in additional shares of our common stock without paying any brokerage commission or service charge and, at certain times, at a discount to the market price. Shareholders electing to participate in the plan must reinvest at least 10% of their dividend distributions in any dividend period. Our common stock is listed on the New York Stock Exchange (the NYSE ) under the symbol CMRE. On July 5, 2016, the last reported sale price for our common stock on the NYSE was $6.95. The price that will be paid for the common shares will be calculated pursuant to the terms of the plan, as described herein. We cannot estimate anticipated proceeds from sales of common shares pursuant to the plan, as the amounts of such proceeds will depend upon the market price of our common stock, the extent of shareholder participation in the plan and other factors. We will not pay underwriting commissions in connection with the plan, but will incur costs estimated at approximately $265,466 in connection with this offering. Investing in our common stock involves risks. See Risk Factors, beginning on page 2 of this prospectus, for a discussion of certain factors relevant to an investment in our common stock under the plan. See also Note Regarding Forward-Looking Statements on page 3 of this prospectus. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. Costamare Inc. 7 Rue du Gabian MC Monaco The date of this prospectus is July 6, 2016.

4 TABLE OF CONTENTS Page RISK FACTORS 2 IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS 2 NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 WHERE YOU CAN FIND MORE INFORMATION 5 DOCUMENTS INCORPORATED BY REFERENCE 6 THE COMPANY 7 USE OF PROCEEDS 8 DESCRIPTION OF THE PLAN 9 CAPITALIZATION AND INDEBTEDNESS 19 MARKET PRICE INFORMATION 21 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 22 MARSHALL ISLANDS TAX CONSIDERATIONS 25 ENFORCEABILITY OF CIVIL LIABILITIES 25 PLAN OF DISTRIBUTION 26 LEGAL MATTERS 26 EXPERTS 26 EXPENSES 27

5 RISK FACTORS Before you decide to participate in the plan and invest in our common stock, you should be aware of the following risks in making such an investment. You should carefully consider these risk factors together with all other risk factors and information included or incorporated by reference herein, including the risk factors set forth in our most recent Annual Report on Form 20-F, filed with the SEC and incorporated herein by reference, before you decide to participate in the plan and purchase our common stock. Any of the risk factors referred to above could significantly and negatively affect our business, results of operations or financial condition, which may reduce our ability to pay dividends and lower the trading price of our common stock. The risks referred to above are not the only ones that may exist. Additional risks not currently known by us or that we deem immaterial may also impair our business operations. You may lose all or part of your investment. Risks Related to the Plan You will not know the price of the common shares you are purchasing under the plan at the time you elect to reinvest your dividends to purchase additional common shares, and you may not be able to direct the time or price at which your common shares are sold under the plan. The price of our common shares may fluctuate between the time you decide to reinvest in common shares under the plan and the time of the actual reinvestment. In addition, during this time period, you may become aware of additional information that might affect your investment decision, but will be unable to terminate your participation in the plan prior to a dividend payment date if your notice of termination in proper form is received by the plan administrator, American Stock Transfer & Trust Company, LLC (the Administrator ), fewer than three business days prior to the relevant dividend payment date. If you decide to terminate your participation in the plan and instruct the Administrator to sell common shares under the plan, you will not be able to direct the time or price at which your shares are sold. The price of our common shares may decline between the time you decide to sell your shares and the time of actual sale. We may amend, suspend or terminate the plan at any time. Under the plan, we may amend, suspend or terminate the plan at any time, and such amendments, modifications, suspensions or termination may be materially prejudicial to participants on a going-forward basis. We will send written notice to participants of any material amendment, suspension or termination. If the plan is terminated, the Administrator will remit to participants whole common shares, together with the proceeds from the sale of any fractions of common shares. If the plan is suspended, subsequent dividends will be paid in cash. In addition, if the aggregate number of common shares registered for issuance under the plan and common shares purchased by the Administrator, upon our instruction, from parties other than us is insufficient to satisfy the reinvestment demand for a dividend period, you will receive such dividends in cash, as declared and paid in the usual manner. IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS This prospectus is part of a registration statement on Form F-3 that we have filed with the U.S. Securities and Exchange Commission (the Commission or the SEC ) relating to the common shares to be offered and sold pursuant to the plan. This prospectus does not include all of the information in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. The rules of the Commission allow us to incorporate by reference herein. The information incorporated by reference is considered to be a part of this prospectus, and certain information that we file later with the Commission will automatically update and supersede this information. See Documents Incorporated by Reference. The registration statement containing this prospectus, including exhibits to the registration statement, together with the documents incorporated by reference in this prospectus, provides additional information about 2

6 us, the plan and our common stock. Before you invest, you should read this prospectus together with the information incorporated by reference and the additional information described below under the heading Where You Can Find More Information. You should refer to the registration statement and the exhibits to the registration statement for further information. No person has been authorized to provide any information or to make any representation, other than those contained or incorporated by reference herein, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this prospectus nor any sale made pursuant to this prospectus shall under any circumstances create any implication that there has been no change in the affairs of the Company since the date of this prospectus or that the information contained or incorporated by reference herein is correct as of any time subsequent to the date of such information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Unless stated otherwise or the context otherwise requires, all references to dollar amounts in this prospectus are references to U.S. dollars. Unless otherwise indicated, financial information included or incorporated by reference in this prospectus has been prepared in accordance with accounting principles generally accepted in the United States ( GAAP ). NOTE REGARDING FORWARD-LOOKING STATEMENTS All statements in this prospectus (and in the documents incorporated by reference herein) that are not statements of historical fact are forward-looking statements within the meaning of the United State Private Securities Litigation Reform Act of The disclosure and analysis set forth in this prospectus includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as forward-looking statements. In some cases, predictive, futuretense or forward-looking words such as believe, intend, anticipate, estimate, project, forecast, plan, potential, may, should, could and expect and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the SEC, other information sent to our security holders, and other written materials. We caution that these and other forward-looking statements included in this prospectus (and in the documents incorporated by reference herein) represent our estimates and assumptions as of the date of this prospectus (and in the documents incorporated by reference herein) or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results. Factors that might cause future results to differ include, but are not limited to, the following: general market conditions and shipping industry trends, including charter rates, vessel values and factors affecting supply and demand; future supply of, and demand for, ocean-going containership shipping services; our continued ability to enter into time charters with existing customers as well as new customers, including re-chartering of vessels upon the expiry of existing charters; our ability to finance or refinance our existing vessels or future acquisitions; our contracted charter revenue; 3

7 the effect of the worldwide economic slowdown; disruption in the operation of certain of our managers located in Greece due to the continuing economic crisis or political unrest; future operating or financial results and future revenues and expenses; our future financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities, and funding by banks of their financial commitments; our cooperation with our joint venture partners and any expected benefits from such joint venture arrangement; the overall health and condition of the U.S. and global financial markets; fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; technological advancements and opportunities for the profitable operations of containerships; the financial health of our counterparties, both to our time charters and our credit facilities, and the ability of such counterparties to perform their obligations; future, pending or recent acquisitions of vessels or other assets, business strategy, areas of possible expansion and expected capital spending or operating expenses; our expectations relating to dividend payments and our ability to make such payments; our expectations about availability of existing vessels to acquire or newbuilds to purchase, the time that it may take to construct and take delivery of new vessels, including our newbuild vessels currently on order, or the useful lives of our vessels; the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements and fuel and insurance costs; our anticipated general and administrative expenses; our ability to leverage to our advantage our managers relationships and reputation within the container shipping industry; our ability to maintain long-term relationships with major liner companies; the expiration dates and extensions of charters; our fees and expenses payable under our management and services agreements, as amended from time to time; expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements; environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities; 4

8 expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standards imposed by our charterers applicable to our business; requirements imposed by classification societies; any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; risks inherent in vessel operation, including terrorism, piracy and discharge of pollutants; potential disruption of shipping routes due to accidents, political events, piracy or acts by terrorists; potential liability from future litigation; our business strategy and other plans and objectives for future operations; other factors discussed in Risk Factors in this prospectus, and in Item 3. Key Information D. Risk Factors of our Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on April 27, 2016; and other factors detailed from time to time in our periodic reports. We undertake no obligation to update or revise any forward-looking statements contained in this prospectus, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. WHERE YOU CAN FIND MORE INFORMATION We have filed under the Securities Act of 1933, as amended (the Securities Act ) a registration statement on Form F-3 relating to our plan. This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration statement. The registration statement includes and incorporates by reference additional information and exhibits. For further information about us and our common stock, you are encouraged to refer to the filings and the exhibits that are incorporated by reference into the registration statement. Statements made in this prospectus concerning the contents of the plan, or of any contract, agreement or other document filed as an exhibit to the registration statement, are not necessarily complete, and in each instance reference is made to the copy of such exhibit for a more complete description of the matters involved and such statements shall be deemed qualified in their entirety by such reference. The registration statement and the exhibits and schedules thereto filed with the SEC may be inspected, without charge, and copies may be obtained at prescribed rates, at the public reference facility maintained by the SEC at its principal office at 100 F Street, N.E., Washington, D.C You may obtain information on the operation of the public reference facility by calling SEC The SEC also maintains a website at that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You can also find information about the Company on our website at However, any information that is included on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the Exchange Act ) and we file periodic reports and other information with the SEC. These periodic reports and other information are available for inspection 5

9 and copying at the SEC s public reference facilities and the website of the SEC referred to above. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to stockholders, but we are required to furnish certain proxy statements to stockholders under NYSE rules. Those proxy statements are not expected to conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a foreign private issuer, we are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability. DOCUMENTS INCORPORATED BY REFERENCE The SEC allows us to incorporate by reference into this prospectus certain information we file with or furnish to the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus. Any information that we file later with the SEC and that is deemed incorporated by reference will also be considered to be part of this prospectus and will automatically update and supersede the information in this prospectus. In all such cases, you should rely on the later information over different information included in this prospectus. This prospectus incorporates by reference the following documents: our Annual Report on Form 20-F for the year ended December 31, 2015, filed with the SEC on April 27, 2016; our Reports on Form 6-K, furnished to the SEC on April 20, 2016 and May 12, 2016; and the description of our common stock contained in our registration statement on Form 8-A (File No ), filed with the SEC on October 27, 2010 which incorporates by reference the description of our common stock contained in our Registration Statement on Form F-1 (File No ), as amended, filed with the SEC on October 20, 2010, and any amendments or reports filed updating that description. In addition, all subsequent filings filed by us with the Commission on Form 20-F, and certain reports on Form 6-K filed or furnished by us that are identified in such form as being incorporated by reference into the registration statement of which this prospectus forms a part, in each case subsequent to the date of this prospectus and prior to the termination of this offering, are incorporated by reference into this prospectus as of the date of the filing of such documents. However, in accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to our Annual Reports on Form 20-F and our reports on Form 6-K will not be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act, except as will be expressly set forth by specific reference in such filing. We will provide, free of charge upon written or oral request, to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the information that has been incorporated by reference into this prospectus, but which has not been delivered with the prospectus. Copies of these documents also may be obtained on the Investors section of our website at The information contained on or linked to or from our website is not incorporated by reference into this prospectus and should not be considered part of this prospectus. Requests for such information should be made to us at the following address: Costamare Inc. 7 Rue du Gabian MC Monaco Telephone: Attention: Anastassios Gabrielides You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with any information. You should assume that the information appearing in this prospectus and any 6

10 accompanying prospectus supplement, as well as the information we previously filed with the SEC and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates. Any statement contained in a document incorporated or deemed to be incorporated by reference herein or contained in this prospectus shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed or furnished document which is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any statement so modified or superseded shall not constitute a part hereof except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. THE COMPANY We are an international owner of containerships, chartering our vessels to many of the world s largest liner companies. As of June 30, 2016, we had a fleet of 72 containerships with a total capacity in excess of 467,000 twenty foot equivalent units ( TEU ), including 10 newbuilds on order, making us one of the largest public containership companies in the world based on total TEU capacity. At that date, our fleet consisted of (i) 62 vessels in the water, aggregating approximately 361,000 TEU and (ii) 10 newbuild vessels aggregating approximately 106,000 TEU that are scheduled to be delivered to us through the second quarter of 2018, based on the current shipyard schedule. Costamare Inc. was incorporated in the Republic of The Marshall Islands on April 21, 2008 under the Marshall Islands Business Corporations Act, for the purpose of completing a reorganization of 53 ship-owning companies then owned by our chief executive officer and other members of the Konstantakopoulos family under a single corporate holding company. We are controlled by members of the Konstantakopoulos family, which has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. We were founded in 1974 and initially owned and operated drybulk carrier vessels. In 1984 we became the first Greek-owned company to enter the containership market and, since 1992, we have focused exclusively on containerships. After assuming management of our company in 1998, Konstantinos Konstantakopoulos has concentrated on building a large, modern and reliable containership fleet run and supported by highly skilled, experienced and loyal personnel. He founded the management company Shanghai Costamare in 2005, and the manning agency C-Man Maritime Inc. in Under Konstantinos Konstantakopoulos s leadership, we have continued to foster a company culture focusing on excellent customer service, industry leadership and innovation. In November 2010, we completed an initial public offering of our common stock in the United States and our common stock began trading on the NYSE on November 4, 2010 under the ticker symbol CMRE. We maintain our principal executive offices at 7 Rue du Gabian, MC Monaco. Our telephone number at that address is Additional information about the Company and its subsidiaries is included in documents incorporated by reference in this prospectus. See Documents Incorporated by Reference. 7

11 USE OF PROCEEDS We have no basis for estimating precisely either the number of common shares that may be sold under the plan or the prices at which such common shares may be sold. We will receive proceeds from the sale of common shares that the Administrator purchases under the plan directly from us. We intend to use such proceeds for general corporate purposes, which may include, among other things: potential future vessel acquisitions and other investments; additions to working capital; and the repayment of indebtedness. 8

12 DESCRIPTION OF THE PLAN The following questions and answers explain and constitute our Dividend Reinvestment Plan, which we refer to as the plan. The common shares offered by this prospectus, if and when issued, will be issued pursuant to the plan, which will be effective for dividends payable after July 6, If you decide not to participate in the plan, you will receive cash dividends, as declared and paid in the usual manner. The plan is open to our existing shareholders and to investors who become shareholders of the Company in the future. Existing shareholders are either record owners or beneficial owners. You are a record owner if you own common shares in your own name. You are a beneficial owner if you own common shares that are registered in a name other than your own name (for example, the name of a broker or bank). A record owner may participate directly in the plan. If you are a beneficial owner, however, you will either have to become a record owner by having the shares in respect of which you would like to participate transferred into your name or coordinate your participation through the broker, bank or other nominee in whose name your shares are held. PURPOSE 1. What is the purpose of the plan? The plan provides a convenient means for our shareholders to increase their investment in the Company by reinvesting their cash dividends (net of any applicable withholding tax). Shareholders are permitted to invest cash dividends in our common shares without paying any brokerage commission or service charge and, at certain times, at a discount from the Market Price. Please read Question 9 with respect to the purchase price for common shares purchased through reinvestments under the plan. As a result of the reinvestment by shareholders of cash dividends declared on their common stock, we will retain additional capital funds which will be used for our general corporate purposes. The plan is primarily intended for the benefit of long-term investors, and not for the benefit of individuals or institutions who engage in short-term trading activities that could cause aberrations in the overall trading volume of our common shares. From time to time, financial intermediaries may engage in positioning transactions in order to benefit from the discount from the Market Price for common shares acquired through the reinvestment of dividends under the plan. These transactions may cause fluctuations in the trading volume of our common shares. We reserve the right to modify, suspend or terminate participation in the plan by otherwise eligible holders of common shares in order to eliminate practices which are not consistent with the purposes of the plan. 2. What are the advantages and disadvantages of the plan? Before deciding whether to participate in the plan, you should consider the following advantages and disadvantages of the plan. Advantages. The plan provides you with the opportunity to reinvest, toward the purchase of additional shares of our common stock, the cash dividends paid on all or a portion of your Costamare common stock. Dividend reinvestments made directly through us are eligible for a discount of up to 5% from the Market Price on the applicable investment date. Any such discount rate will be determined by our board of directors, in its sole discretion, and may be changed or discontinued at any time without notice to plan participants. There are no costs associated with the plan that you must pay, except for certain fees for sales by the Administrator of common shares credited to your plan account. Please read Questions 15 and 17 for a description of these costs. You will not pay brokerage commissions or service fees to reinvest your dividends through the plan. 9

13 As noted above, you will have the convenience of having all or a portion of your cash dividends automatically reinvested in additional shares of our common stock. In addition, since the Administrator will credit fractional common shares to your plan account, you will receive full investment of your dividends. Please read Questions 10 and 14. At any time, you may direct the Administrator to sell or transfer all or a portion of the common shares held in your plan account. Sales of shares credited to your plan account may be sold as often as daily but at least within five business days of receipt of the sale request. Please read Question 15. Disadvantages. No interest will be paid on cash dividends pending reinvestment or investment under the terms of the plan. You may not know the actual number of shares you will acquire until after the applicable investment date. Your participation in the dividend reinvestment program generally will result in your being treated, for U.S. federal income tax purposes, as having received a distribution equal to the fair market value of the common shares on the dividend payment date. The fair market value of the common shares on the dividend payment date may be higher or lower than the Market Price or the average price per share, as applicable, used to determine the number of common shares acquired pursuant to the plan. The distribution will be includable in your income as a taxable dividend to the extent of our earnings and profits for U.S. federal income tax purposes even though no cash will have been received to pay any tax that becomes due. Please read Material United States Federal Income Tax Considerations. Sales by the Administrator of common shares credited to your plan account will involve a fee of $15.00 per transaction, to be deducted from the proceeds of the sale by the Administrator, plus a $0.12 per share brokerage commission and any applicable stock transfer taxes on the sales. Please read Question 15. Because the purchase price for stock purchased directly from us under the plan is based on the prices quoted by the NYSE for our common shares during five trading days preceding the investment date, it is possible that the actual price you pay for common shares acquired under the plan may be higher than the amount for which the common shares could have been purchased in the open market on the investment date. You cannot pledge common shares deposited in your plan account until the shares are withdrawn from the plan. ELIGIBILITY 3. Who is eligible to participate? Record owners (shareholders whose shares are held in their name on the records kept by our transfer agent) of our common stock are eligible to directly participate in the plan. Beneficial owners (shareholders whose shares are held in the name of a broker, bank or other nominee on the records kept by our transfer agent) of our common stock may participate in two ways: 10

14 By having the shares in respect of which such beneficial owner would like to participate transferred into his or her name from that of the applicable broker, bank or other nominee of such shares. By arranging for the broker, bank or other nominee that is the record owner of his or her shares to participate in the plan on his or her behalf. 4. Are there limitations on participation in the plan other than those described above? Foreign Law Restrictions. You may not participate in the plan if it would be unlawful for you to do so in the jurisdiction(s) in which you are a citizen or reside. If you are a citizen or resident of a country other than the United States, you should confirm that your participation in the plan will not violate laws governing, among other matters, taxes, currency and exchange controls, stock registration and foreign investments. Exclusion from Plan for Short-Term Trading or Other Practices. You should not use the plan to engage in short-term trading activities that could change the normal trading volume of our common stock. If you do engage in short-term trading activities, we may prevent you from participating in the plan. We reserve the right to modify, suspend or terminate participation in the plan, by otherwise eligible holders of our common stock, in order to eliminate practices that we determine, in our sole discretion, are not consistent with the purposes or operation of the plan or may adversely affect the price of our common stock. Restrictions at Our Discretion. In addition to the restrictions described above, we reserve the right to prevent you from participating in the plan for any other reason. We have the sole discretion to exclude you from or terminate your participation in the plan. JOINING THE PLAN 5. How do I enroll in the plan? Record Owners. Record owners may join the plan by (i) completing and signing an enrollment form and returning it to the Administrator or (ii) following the enrollment procedures specified on the Administrator s website at Enrollment forms may be obtained at any time by written request (by contacting the Administrator at the address and telephone number provided in Question 20) or via the Internet (at the Administrator s website, Beneficial Owners. A beneficial owner may request that the number of shares the beneficial owner wishes to be enrolled in the plan be registered by the broker, bank or other nominee in such beneficial owner s own name as a record owner, in which case he or she may participate directly in the plan in respect of such shares. Alternatively, beneficial owners may arrange for their broker, bank or other nominee to participate in the plan on his or her behalf. The broker, bank or other nominee should then make arrangements with its securities depository, which will provide the Administrator with the information necessary to allow the beneficial owner to participate in the plan. Non-Shareholders. A non-shareholder must first become a record owner before becoming eligible to participate in the plan or, if a nonshareholder becomes a beneficial owner, such shareholder must follow the procedures described under the heading Beneficial Owners in this answer to Question When will my participation in the plan begin? If your enrollment form is received by the Administrator on or prior to the record date established for a particular dividend, reinvestment will commence with that dividend. If your enrollment form is received after the record date established for a particular dividend, reinvestment will commence with the dividend following the next record date, provided that you are, or your broker, bank or other nominee is, still a record owner on such record date. Once you enroll in the 11

15 plan, you will remain enrolled in the plan until you withdraw from the plan, we terminate your participation in the plan or we terminate the plan. HOW THE PLAN WORKS 7. What are my investment options under the plan? You may elect to have the cash dividends with respect to all or part of your common shares automatically reinvested in additional common shares through the dividend reinvestment program. However, if you elect to participate in the plan you must reinvest at least 10% of your dividend distribution in any dividend period. Common shares purchased with your reinvested cash dividends will be automatically credited to your plan account. Any cash dividends with respect to such subsequently credited shares will also be reinvested under the plan. Cash dividends are paid on common shares when and as declared by our board of directors. Subject to the availability of common shares registered for issuance under the plan, there is no limitation on the amount of dividends you may reinvest under the dividend reinvestment program. If the aggregate number of common shares registered for issuance under the plan and common shares purchased by the Administrator, upon our instruction, from parties other than us is insufficient to satisfy the reinvestment demand for a dividend period, you will receive such dividends in cash, as declared and paid in the usual manner. Please read Question 11. You may change your investment options at any time by requesting a new enrollment form and returning it to the Administrator at the address set forth in Question 20. Any enrollment form which is returned to the Administrator to change your investment options will be effective in accordance with the schedule described in Question What is the purpose of the enrollment form? If you elect to join the plan, your enrollment form will appoint the Administrator as your agent and will direct us to pay the Administrator, on applicable record dates, the cash dividends on your common shares that are enrolled in the plan (including all whole and fractional common shares, computed to three decimal places, that are subsequently credited to your plan account). The cash dividends paid to the Administrator with respect to shares enrolled in the plan will be automatically reinvested by the Administrator in our common stock. Any cash dividends with respect to shares not enrolled in the plan will be paid directly to you. Your enrollment form may specify the number of your common shares that will be enrolled in the plan. If you elect the Full Dividend Reinvestment option, the Administrator will reinvest the cash dividends with respect to all of your common shares. If you elect the Partial Dividend Reinvestment option, the Administrator will reinvest the cash dividends with respect to the number of your common shares that is specified in your enrollment form, and we will continue to pay you cash dividends on any additional common shares that you hold, when and if such dividends are declared by our board of directors. However, if you elect to participate in the plan you must reinvest at least 10% of your dividend distribution in any dividend period. You may select any one of the options desired, and the designated options will remain in effect (i) until you specify otherwise by indicating a different option on a new enrollment form or by withdrawing some or all shares from the plan in favor of receiving cash dividends or in order to sell your common shares or (ii) until the plan is terminated. In addition, if you return a properly executed enrollment form to the Administrator without electing an investment option, you will be enrolled as having selected the Full Dividend Reinvestment option. 9. What will be the price of shares purchased under the plan? The purchase price of shares under the plan depends on whether the Administrator purchases new shares directly from us or the Administrator obtains your shares by purchasing them in the 12

16 open market, and whether any discount is being offered by us at the time of the applicable purchase. Shares Purchased from us Under the Plan. For shares purchased by the Administrator directly from us under the plan, we may offer a discount from the Market Price (as determined below), which discount may not exceed 5% of the Market Price on the applicable investment date. The discount rate will be set by our board of directors, in its sole discretion, and we may change or discontinue such discount rate at any time without notice to the plan participants. The purchase price for common stock acquired directly from us under the plan will be the Market Price of our common stock less any discount that we elect to offer, but in no event will the discount exceed 5% of the Market Price on the applicable investment date. For purposes of the calculation of the purchase price for shares purchased directly from us, Market Price is equal to the volume weighted average price, rounded to four decimal places, of our common shares as quoted on the NYSE during regular NYSE hours for the five days on which the NYSE is open and for which trades in our common shares are reported immediately preceding the investment date, or, if no trading occurs in our common shares on one or more of such days, for the five days immediately preceding the investment date for which trades are reported. The calculation of the Market Price is the responsibility of and shall be performed by the Administrator. The Administrator will obtain NYSE pricing information from Bloomberg, L.P. ( Bloomberg ) or, if Bloomberg is no longer providing this information, from another appropriate source. Shares Purchased on the Secondary Market under the Plan. The purchase price for common shares that the Administrator purchases from parties other than us, either in the open market or in privately negotiated transactions, will be 100% of the average price per share actually paid by the Administrator, excluding any brokerage commissions. For purposes of the calculation of the purchase price for shares purchased from parties other than us, either on the open market or in privately negotiated transactions, average price per share is equal to the weighted average of the actual prices paid, computed to four decimal places, for all of the common shares purchased with all participants reinvested dividends. When open market purchases are made by the Administrator, these purchases may be made on any securities exchange where our common shares are traded, in the over-the-counter market or by negotiated transactions, and may be subject to the terms with respect to price, delivery and other matters to which the Administrator agrees. We do not, and you will not, have any authorization or power to direct the time or price at which shares will be purchased or the selection of the broker or dealer through or from whom purchases are to be made by the Administrator. However, when open market purchases are made by the Administrator, we will instruct the Administrator to use its reasonable efforts to purchase the shares at the lowest possible price. The calculation of the average price per share is the responsibility of and shall be performed by the Administrator. We are not required to provide any notice to you as to the source of the common stock to be purchased under the plan. 10. How will the number of shares purchased for my account be determined? If you elect to participate in the plan, on each applicable investment date your account will be credited with the number (including fractions computed to three decimal places) of shares equal to the total amount of dividends to be reinvested on your behalf under the plan divided by the applicable price per share, which will be calculated pursuant to the applicable method described in Question 9. Subject to the availability of common shares registered for issuance under the plan, there is no total maximum number of shares available for issuance pursuant to the reinvestment of dividends. If the aggregate number of common shares registered for issuance under the plan and common shares purchased by the Administrator, upon our instruction, from parties other than us is insufficient to satisfy the reinvestment demand for a dividend period, you will receive such dividends in cash, as declared and paid in the usual manner. Please read Question 11. The total amount to be reinvested on your behalf will depend on (i) the amount of any dividends paid by us on our common shares and (ii) the number of common shares that you own 13

17 and have designated for reinvestment under the plan. The amount of reinvested dividends to be invested will be reduced by any amount we are required to deduct for federal tax withholding purposes. 11. What is the source of common shares purchased under the plan? The Administrator will purchase common shares directly from us or from parties other than us, either on the open market or through privately negotiated transactions, or by a combination of the foregoing. We will determine the source of the common shares to be purchased under the plan after a review of current market conditions and our current and projected capital needs. Neither we nor the Administrator are required to provide any prior notice to you as to the source of the shares to be purchased under the plan. 12. What are investment dates and when will dividends be invested? Shares purchased under the plan will be purchased on an investment date and will be allocated and credited to participants plan accounts on the appropriate investment date. No interest will be paid on cash dividends pending investment or reinvestment under the terms of the plan. The investment date for any applicable dividend will be (i) if acquired directly from us, the quarterly dividend payment date for such dividend, as declared by our board of directors or (ii) in the case of open market purchases, as soon as practicable following the date or dates of such purchases by the Administrator. We historically have paid quarterly dividends in or around February, May, August and November. We cannot assure you that we will pay dividends according to this schedule in the future, and nothing contained in the plan obligates us to do so. Neither we nor the Administrator will be liable when conditions, including compliance with the rules and regulations of the SEC or the laws of the Marshall Islands, prevent the Administrator from buying or selling common shares or interfere with the timing of the Administrator s purchases or sales. We pay dividends as and when declared by our board of directors. We cannot assure you that we will declare or pay a dividend in the future, and nothing contained in the plan obligates us to do so. The plan does not represent a guarantee of future dividends. 13. Will I incur expenses in connection with my participation under the plan? You will not pay brokerage commissions or service fees to purchase shares through the plan. However, you will incur fees for sales by the Administrator of common shares credited to your plan account, as described in Questions 15 and 17. We will pay all other fees charged by the Administrator in connection with the plan. 14. Will I be credited with dividends on fractions of shares? Yes. Any fractional share held in your plan account that has been designated for participation in the plan will receive a proportionate amount of any dividend declared on our common stock. 15. Can I sell shares held in my plan account through the Administrator? If you are a record holder, you may instruct the Administrator to sell all or any part of the shares held in your plan account. After receipt of your instructions, the Administrator will sell the shares through a designated broker or dealer. The Administrator will sell shares as often as daily but at least within five business days of receipt of the sale request, at then current market prices through one or more brokerage firms. You will bear the costs associated with any such sales, including a $15.00 service fee per transaction and a $0.12 per share brokerage commission, each paid to the Administrator. The Administrator will mail you a check for the proceeds of the sale (including in respect of any fractional shares), less the $15.00 service fee, the $0.12 per share brokerage commission, any taxes and any other applicable fees. 14