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Athens Exchange
LISTING OF COMPANIES INVESTING IN OCEAN SHIPPING ON THE ATHENS STOCK EXCHANGE
April 2, 2002 Following the recent voting of the Law 2992/2002 that includes, among others, the amendment of provisions of the Law 2843/2000 regarding he listing of stocks of Companies Investing in Ocean Shipping on the Athens Stock Exchange, which constituted the object of co operation of all the agencies of the market, is currently turned into a more functional statutory framework that regulates not only the requirements regarding the listing of securities of companies activating in ocean shipping on the Athens Stock Exchange, but also the requirements regarding the allocation of capital of companies listed on the Athens Stock Exchange in that sector in general.

This new framework, responds on the one hand to the needs of he market and on the other hand secures more efficiently the protection of investors through the establishment of stricter rules regarding the transparency of the Companies Investing in Ocean Shipping and it includes the following fundamental regulations:

1. PROCEDURE REGARDING THE ESTABLISHMENT OF COMPANIES INVESTING IN OCEAN SHIPPING

The Company Investing in Ocean Shipping is a public limited company, the exclusive objective of which throughout the whole period of its operation is the materialization of investments in ocean shipping, which is established and operates in accordance with the provisions of the Law 2843/2000, as it applies and the CL 2190/1920. The stage regarding the granting of a license of operation by the Capital Market Commission is repealed.

The share capital of the Company Investing in Ocean Shipping is deposited in full on establishment and its own capital must amount to at lease Euro 29,350,000. The stocks of the Company Investing in Ocean Shipping and its subsidiary companies are registered.

2. ALLOWED INVESTMENTS OF THE COMPANY INVESTING IN OCEAN SHIPPING

The share capital of the Company Investing in Ocean Shipping and its assets in general, is allowed to consist only of the following investments, throughout its operation, and in accordance with the following restrictions:

a. The total number of stocks and votes of ship owning companies owning at least 4 cargo ocean vessels. The value of each investment is not allowed to be in excess of 50% of the book value of the asset of the Company Investing in Ocean Shipping.

The total investments in ship owning companies, the vessels of which are being built, may not exceed thirty per cent (30%) of the assets of the Company Investing in Ocean Shipping.

The above stocks may be held by the Company Investing in Ocean Shipping, either directly or through asset management companies, 100% of the share capital of which is held by the Company Investing in Ocean Shipping.

b. In cash, bank deposits and credit securities of equal liquidity

The investments of the Company Investing in Ocean Shipping of the above sections a. and b. may not be lower than 75% of the total book value of its assets.

The balance of 25% of the assets of the Company Investing in Ocean Shipping may be re invested and:

i. In at least 50% of the stocks and votes of ship owning companies that own cargo ocean vessels or vessels under construction. The above stocks may be held by the Company Investing in Ocean Shipping either directly or through asset management companies, 100% of the share capital of which is held by the Company Investing in Ocean Shipping and / or

ii. In stocks of managing companies of vessels, which represent at least 51% of the share capital and votes and / or

iii. In real estate or chattels that serve direct operating needs of the Company Investing in Ocean Shipping and / or of the companies of the above sections a., i. And ii.

3. EVALUATION OF THE ASSETS OF THE COMPANY INVESTING IN OCEAN SHIPPING

The assets of the Company Investing in Ocean Shipping are evaluated, on its expense, as follows:

i. Type of vessel

Only the cargo vessels, of any type, of total capacity in excess of 3,000 tons are considered ocean vessels.

ii. Register of ships

Only the vessels registered, either in a register of ships in Greece or a register of ships of the other member countries of the European Union and the other countries of the European Economic Sector are considered ocean vessels, or they are owned by a ship owning company that has a valid agreement with the Merchant Seamen’s Fund regarding the said vessels and it is subject to the provisions of the Law 29/1975.

iii. Register of shipping

All the vessels of the group of companies of the Company Investing in Ocean Shipping are under the obligation to be monitored by a register of shipping recognised by the European Union throughout the operation of the Company Investing in Ocean Shipping and be of the highest possible class in that register of shipping regarding vessels of the same category.

iv. Insurance coverage

The following insurance coverage of the highest class must apply for all the vessels of the group of companies of the Company Investing in Ocean Shipping throughout the operation of the Company Investing in Ocean Shipping, on the basis of the practices that apply in the sector of merchant shipping, which coverage must be provided by insurers or insurance companies of renowned esteem and by mutual insurance associations:

a. Hull and engine insurance

b. Insurance against war risks

c. Protection and third party liability against risks regarding claims

d. Demurrage and Legal Aid insurance

e. Third party liability insurance against oil pollution

f. If the vessel is to travel within or in the vicinity of USA jurisdiction, an insurance policy against polluting the USA must be taken out

g. Insurance against port risks

v. BORROWING OF THE COMPANY INVESTING IN OCEAN SHIPPING

At the time of the submission of the listing admission of the Company Investing in Ocean Shipping on the Athens Stock Exchange, its total consolidated own capital may not be lower than 30% of the total book value of its assets.

The above restriction does not apply when the creditworthiness of the Company Investing in Ocean Shipping or its subsidiary company has been evaluated by an internationally recognized evaluating firm by a percentage that is internationally considered as of investment degree.

vi. LISTING PROCEDURE ON THE ATHENS STOCK EXCHANGE

1. Listing requirements

The Company Investing in Ocean Shipping is under the obligation to submit an application regarding the listing of its stocks on the Athens Stock Exchange within two years from its establishment of conversion, otherwise its license of registration is revoked.

As regards the listing of the stocks of the Company Investing in Ocean Shipping on the Athens Stock Exchange, the provisions of the PD 350/1985 are applied, on the condition that they are not contrary to the provisions of the Law 2843/2000:

· The own capital of the Company Investing in Ocean Shipping may not be lower than Euro 29,350,000.

· The Company Investing in Ocean Shipping must have invested , at the time of the submission of the listing application and the time of the listing of its stocks on the Athens Stock Exchange, at least 60% of its assets in the total number of stocks and votes of ship owning companies that own at least 4 vessels owned by it directly or indirectly.

· The underwriter examines the reliability and experience of the controlling shareholders and the persons that will manage the Company Investing in Ocean Shipping.

· The Company Investing in Ocean Shipping may be listed on the Athens Stock Exchange even prior to the completion of the first fiscal year.

· All the companies of the group of the Company Investing in Ocean Shipping are tax audited, in accordance with the provisions of the paragraph 3a of the PD 350/1985.

2. Special content of the Prospectus

The Prospectus includes:

· Curriculum vitae of the natural persons that hold, directly or indirectly, a percentage in excess of 5% of the share capital of the company and of the members of the company’s Board of Directors.

· Statements as to whether the above persons have been owners or shareholders, directly or indirectly, by a percentage in excess of 10%, or members of the administrations or guarantors of companies that have come into a status of bankruptcy or a relevant status, in Greece or overseas.

· Statements as to the whether the founders of the Company Investing in Ocean Shipping have, directly or indirectly, a holding of or in excess of 10%, to private shipping companies or shipping companies listed on a stock exchange or other organized market, as well as data regarding the course of the corresponding security in the period following its listing or distribution to the public.

· Report on:

a. The risk factors that could affect the company prospects

b. The historic development of the performance of other securities that may have been issued, either by the company or by companies associated with it, on any organized market and

c. The conditions that may lead to a clash of interests regarding the Company Investing in Ocean Shipping or its subsidiary companies.

vii. SPECIAL OBLIGATIONS OF THE COMPANY INVESTING IN OCEAN SHIPPING FOLLOWING THE LISTING OF ITS STOCKS ON THE ATHENS STOCK EXCHANGE

1. The transfer of assets from and to the Company Investing in Ocean Shipping and all its subsidiary companies, to or from certain persons (e.g. founder, controlling shareholder, member of the company’s Board of Directors) is allowed under conditions.

2. The reduction of the number of vessels owned by the Company Investing in Ocean Shipping by 100%, directly or indirectly, to less than 3, constitutes a reason for the delisting of its stocks from the Athens Stock Exchange.

viii. RELATIONS OF THE SHIP OWNING COMPANIES AND MANAGING COMPANY

The day to day management of the vessels of the group of companies of the Company Investing in Ocean Shipping may be materialized by one or more management companies that are registered in Greece and have obtained the Compliance Document provided for by the Code of Safe Management.

The share capital relation between the Company Investing in Ocean Shipping or the companies controlled by it and the managing companies is not mandatory.

ix. TAXATION STATUS

The tax liabilities of the Company Investing in Ocean Shipping are depleted in accordance with the same conditions that apply for the ship owning companies and asset management companies, on the basis of the Law 27/1975 and Law 29/1975.

For further information, please contact: Mr. Dimitris Domalis, Information Manager, Athens Exchange at +30 210-3211-835 or our International IR Advisor, Mr. Nicolas Bornozis, President, Capital Link Inc, in New York on (212) 661 7566. This information can be also accessed in Athens Exchange website at www.ase.gr, and Capital Link's website at www.capitallink.com with historical company