sb-20221231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)


☐			Registration statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
☒			Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2022
☐			Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
☐			Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 001-34077

SAFE BULKERS, 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)

Safe Bulkers, Inc.

Apt. D11

Les Acanthes

6, Avenue des Citronniers

MC98000 Monaco

(Address of principal executive office)

Dr. Loukas Barmparis

President

Telephone: +30 2 111 888 400

Telephone: +357 25 887 200

Facsimile: +30 2 111 878 500

(Name, Address, Telephone Number and Facsimile Number of Company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $0.001 par value per share	SB	New York Stock Exchange
Preferred stock purchase rights	N/A	New York Stock Exchange
8.00% Series C Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share	SB.PR.C	New York Stock Exchange
8.00% Series D Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share	SB.PR.D	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2022, there were 118,868,317 shares of the registrant’s common stock, 804,950 shares of 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, and 3,195,050 shares of 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares, $0.01 par value per share, liquidation preference $25.00 per share, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐

No ☑

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☑ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

TABLE OF CONTENTS


ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	7
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	7
ITEM 3.	KEY INFORMATION	7
ITEM 4.	INFORMATION ON THE COMPANY	39
ITEM 4A.	UNRESOLVED STAFF COMMENTS	63
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	63
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	81
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	86
ITEM 8.	FINANCIAL INFORMATION	93
ITEM 9.	THE OFFER AND LISTING	94
ITEM 10.	ADDITIONAL INFORMATION	94
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	108
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	109
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	109
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	109
ITEM 15.	CONTROLS AND PROCEDURES	110
ITEM 16.	[RESERVED]	112
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	112
ITEM 16B.	CODE OF ETHICS	112
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	112
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	113
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	113
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	114
ITEM 16G.	CORPORATE GOVERNANCE	114
ITEM 16H.	MINE SAFETY DISCLOSURE	114
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	114
ITEM 17.	FINANCIAL STATEMENTS	114
ITEM 18.	FINANCIAL STATEMENTS	115
ITEM 19.	EXHIBITS	115

ABOUT THIS REPORT

In this annual report, “Safe Bulkers,” “the Company,” “we,” “us” and “our” are sometimes used for convenience where references are made to Safe Bulkers, Inc. and its subsidiaries (as well as the predecessors of the foregoing). These expressions are also used where no useful purpose is served by identifying the particular company or companies. Our affiliated management companies, Safety Management Overseas S.A., a company incorporated under the laws of the Republic of Panama (“Safety Management”), and Safe Bulkers Management Limited, a company organized and existing under the laws of the Republic of Cyprus (“Safe Bulkers Management”), are each sometimes referred to as a “Manager,”. Safe Bulkers Management Monaco Inc., a company incorporated under the laws of the Republic of the Marshall Islands (“Safe Bulkers Management Monaco”) is sometimes referred to as the “New Manager,” and together with Safety Management and Safe Bulkers Management, our “Managers.”

FORWARD-LOOKING STATEMENTS

All statements in this annual report that are not statements of historical fact are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this annual report 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, future-tense or forward-looking words such as “believe,” “intend,” “anticipate,” “continue,” “possible,” “hope,” “estimate,” “project,” “predict,” “forecast,” “plan,” “target,” “seek,” “potential,” “may,” “might,” “will,” “likely to,” “would,” “could,” “should” and “expect” and other 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 Securities and Exchange Commission (“SEC”), other information sent to our security holders, and other written materials.

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

Forward-looking statements include, but are not limited to, such matters as:

•future operating or financial results and future revenues and expenses;

•future, pending or recent acquisitions, business strategy, and other plans and objectives for growth and future operations, areas of possible expansion and expected capital spending or operating expenses;

•availability of key employees, crew, length and number of off-hire days, classification surveys and drydocking requirements, and bunker fuel prices and insurance costs for our fleet;

•general market conditions and changes, including inflation pressures leading to subpar economic growth, and the disruption of shipping routes and seaborne patterns in the shipping industry trends, including charter rates, vessel values and factors affecting supply and demand for dry bulk commodities;

•competition within our industry;

•reputational risks;

•our 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 to comply with the restrictive and other covenants in our financing arrangements;

•the strength of world economies and currencies and the fluctuations in interest rates and foreign exchange rates;

•potential exposure or loss from investment in derivative instruments;

•general domestic and international political conditions;

•the effect of the 2019 Novel Coronavirus (the “Covid-19”) on our business and operations and any related remediation measures on our performance and business prospects;

•the extent to which any new wave or new variant of Covid-19 will impact the Company’s results of operations and financial condition;

•potential disruption of shipping routes due to natural disasters, accidents, political events or other developments outside of our control, including the war between Russia and Ukraine and the extent to which such events could have any impact on the Company’s results of operations and financial condition;

•sanctions imposed as a result of war (including the war between Russia and Ukraine), and the potential impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. and other governments;

•the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies;

•our expectations about availability of vessels to purchase, the time that it may take to construct and deliver new vessels or the useful lives of our vessels;

•the number of available slots in shipyards for newbuilding orders for the dry bulk sector;

•our ability to successfully acquire, dispose and implement a gradual fleet renewal with modern, energy efficient vessels;

•our continued ability to enter into period time charters with our customers and secure profitable employment for our vessels in the spot market;

•vessel breakdowns and instances of off-hire;

•our future capital expenditures (including our ability to successfully complete current and future newbuilding programs, the remaining installation of sulfur oxide exhaust gas cleaning systems (“Scrubbers”) and investments for the upgrading of our existing vessels (including the amount and nature thereof, the timing of completion thereof, the delivery and commencement of operations dates, the expected downtime delays, cost overruns and lost revenue);

•our ability to continue realizing the benefits from Scrubbers;

•availability of financing and refinancing, our level of indebtedness and our need for cash to meet our debt service obligations;

•our expectations relating to dividend payments and ability to make such payments;

•our ability to leverage our Managers’ relationships and reputation within the drybulk shipping industry to our advantage;

•our anticipated general and administrative expenses;

•potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management and board of directors;

•environmental and regulatory conditions, including changes in laws, governmental rules and regulations or actions taken by regulatory authorities;

•our ability to manage and mitigate any reduction in the demand for coal, one of the primary cargoes carried by our vessels;

•our ability to implement and maintain adequate environmental and social responsibility policies and programs at an increasing scrutiny and expectations from investors, lenders, charterers with respect to our Environmental, Social and Governance ("ESG") practices;

•risks inherent in vessel operation, including terrorism (including cyber terrorism), piracy corruption, militant activities, political instability, terrorism and ethnic unrest in locations where we may operate and discharge of pollutants;

•potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions; and

•other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.

See the sections entitled “Risk Factors” of this Annual Report on Form 20-F for the year ended December 31, 2022.

We caution that the forward-looking statements included in this annual report represent our estimates, analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances and assumptions only as of the date of this annual report and are not intended to give any assurance as to future results. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. The reasons for this include the risks, uncertainties and factors described under “Item 3. Key Information—D. Risk Factors.” which we urge you to read for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. As a result and in light of these risks, uncertainties and assumptions, the forward-looking events discussed in this annual report might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements contained in this annual report, except as required by law, whether as a result of new information, future events or otherwise, a change in our views or expectations or otherwise. These factors and the other risk factors described in this annual report are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors could also cause such discrepancies. 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. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise indicated, all references to “U.S. dollars”,“Dollars”, “U.S. $”and “$” in this report are to U.S. Dollars, the lawful currency of the United States of America (the “U.S.”) and all references to “Euro” and “€” in this report are to Euros, the official currency of certain member states of the European Union (the “E.U.”). The consolidated financial statements and notes

of Safe Bulkers, Inc., have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The historical results included elsewhere in this document are not necessarily indicative of our future performance.

PART I


ITEM 1.			IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.


ITEM 2.			OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.


ITEM 3.			KEY INFORMATION

Safe Bulkers, Inc., was formed on December 11, 2007 under the laws of the Republic of the Marshall Islands. Safe Bulkers’ common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “SB”. The Company’s series C preferred stock and series D preferred stock are listed on the NYSE, and trade under the symbols “SB.PR.C” and “SB.PR.D”, respectively. We are a global shipping company providing worldwide seaborne transportation solutions in the dry bulk sector. Our vessels transport major bulks, which include iron ore, coal and grain and minor bulks, which include bauxite, fertilizers and steel products. We or our Managers have offices in Monaco, Greece, Cyprus and Switzerland. Our fleet consists of dry bulk vessels of four sizes, namely Capesize vessels with carrying capacity of about 180,000 dwt; Post Panamax vessels with carrying capacities of between 85,000 dwt and 100,000 dwt; Kamsarmax vessels with carrying capacities of between 80,000 dwt and 84,000 dwt; and Panamax vessels with carrying capacities of between 75,000 and 78,000 dwt. As of February 24, 2023, we have a fleet of 44 vessels, with an average age of 10.5 years and aggregate capacity of 4.5 million deadweight tons (“dwt”) expressed in metric tons, each of which is equivalent to 1,000 kilograms, referring to the maximum weight of cargo and supplies that a vessel can carry. In addition, we have entered into agreements for the acquisition of seven Japanese dry-bulk newbuilds of which six are Kamsarmax class vessels and one is a Post-Panamax class vessel and of two Chinese Kamsarmax class newbuild vessels. All nine newbuilds on the Company's orderbook are designed to meet the Phase 3 requirements of Energy Efficiency Design Index related to the reduction of green house gas emissions (''GHG -EEDI Phase 3'') as adopted by the International Maritime Organization, ("IMO") and also comply with the latest NOx emissions regulation, NOx-Tier III (IMO, MARPOL Annex VI, reg. 13) (''NOx-Tier III''). Four newbuilds on the Company's orderbook are scheduled to be delivered in 2023, of which three are Kamsarmax class and one is a Post-Panamax class vessel, followed by three newbuilds scheduled to be delivered in 2024 and two newbuilds scheduled to be delivered in the first half of 2025.

(A) Reserved

(B) Capitalization and Indebtedness

Not applicable.

(D) Risk Factors

SOME OF THE FOLLOWING RISKS RELATE PRINCIPALLY TO THE INDUSTRY IN WHICH WE OPERATE AND OUR BUSINESS IN GENERAL. OTHER RISKS RELATE PRINCIPALLY TO THE SECURITIES MARKET AND OWNERSHIP OF OUR COMMON STOCK, $0.001 PAR VALUE PER SHARE (“COMMON STOCK”), SERIES C CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES, PAR VALUE $0.01 PER SHARE, LIQUIDATION PREFERENCE $25.00 PER SHARE (“SERIES C PREFERRED SHARES”) AND SERIES D CUMULATIVE REDEEMABLE PERPETUAL PREFERRED SHARES, PAR VALUE $0.01 PER SHARE, LIQUIDATION PREFERENCE $25.00 PER SHARE (“SERIES D PREFERRED SHARES,” AND TOGETHER WITH THE SERIES C PREFERRED SHARES, THE “PREFERRED SHARES”), INCLUDING THE TAX CONSEQUENCES OF OWNERSHIP OF OUR COMMON STOCK AND PREFERRED SHARES. THE OCCURRENCE OF ANY OF THE RISKS OR EVENTS DESCRIBED IN THIS SECTION COULD SIGNIFICANTLY AND NEGATIVELY AFFECT OUR BUSINESS, FINANCIAL CONDITION OR OPERATING RESULTS OR THE TRADING PRICE OF OUR COMMON STOCK OR PREFERRED SHARES.

Risk Factor Summary

Investing in our securities involves a high degree of risk. Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, as well as other risks that we face, can be found after this summary.

Risks Inherent in Our Industry and Our Business

•Cyclicality and volatility may lead to reductions in the charter rates we are able to obtain, in vessel values and in our earnings, results of operations and available cash flow.

•A negative change in global economic or regulatory conditions could reduce charter rates.

•An oversupply of drybulk vessel capacity may lead to reductions in charter rates and results of operations.

•The market value of drybulk vessels is highly volatile. A decrease of the market values of our vessels could cause us to incur an impairment loss and have an adverse effect on our results of operations.

•Drybulk industry is competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

•We are subject to complex regulations and liability, including anti-bribery, labor, environmental, international safety and anti-corruption laws that may require significant expenditures.

•Our vessels fitted with Scrubbers may face difficulties from the price differential between compliant fuels with 0.5% sulfur content (''VLSFO'') and heavy fuel oil with sulfur content of 3.5% (''HSFO'') and the regulatory restrictions and shortage in availability of HSFO, while our non–scrubber fitted vessels may face difficulties in competing with Scrubber-fitted vessels and incur additional repairs and maintenance costs, affecting our results of operations.

•Environmental regulations in relation to climate change and green house gas (''GHG'') emissions may increase operational and financial restrictions and environmental compliance costs and lead to environmental taxation schemes affecting more less energy efficient vessels, reducing their trade and competitiveness and make certain vessels in our fleet obsolete, which may result in financial impacts on our results of operations.

•Increasing scrutiny and changing expectations from investors, lenders with respect to our ESG policies may impose additional costs or expose us to additional risks.

•Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.

•Our vessels are exposed to operational risks that may not be adequately covered by our insurance.

•World events, including terrorist attacks, international hostilities and potential disruption of shipping routes due to events outside of our control, including the war between Russia and Ukraine, could negatively affect our results of operations.

•The outbreaks of epidemic and pandemic diseases, including the Covid-19 and the resulting disruptions to the Company and the international shipping industry have, and could continue to negatively affect our business, results of operations or financial condition.

•Acts of piracy and world events, including terrorist attacks and hostilities, could negatively affect our results of operations and financial condition.

•We rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber based attacks or network security breaches, our operations could be disrupted and our business negatively affected.

•Certain operational and technical risks of drybulk vessels could lead to an environmental disaster, affecting our business.

•Political uncertainty and an increase in trade protectionism could have a negative impact on our charterers’ business.

•Charterers may renegotiate or default on period time charters, which could reduce our revenues.

•The loss of one or more of our customers could have a material adverse effect on our business.

•We may have difficulty properly managing our planned growth through acquisitions of additional vessels.

•Failure to improve our operations and financial systems or recruit suitable employees as we expand our business, may affect our performance.

•Unless we set aside reserves for vessel replacement, at the end of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income.

•The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

•If we are unable to obtain additional financing on favorable terms, we may be unable to refinance our existing indebtedness and may not be able to finance a fleet replacement and expansion program in the future.

•Conversion of our London Interbank Offered Rate (“LIBOR”) based borrowings to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”), could result in higher interest costs, and may adversely impact our indebtedness.

•Inflation pressures and the rise in central bank rates could lead to contraction for world economies and adversely affect dry-bulk world trade and freight markets, the cost of our capital, and may adversely impact our revenues and our indebtedness.

•We are and will be exposed to floating interest rates and may selectively enter into interest rate derivative contracts, which can result in higher than market interest rates and charges against our income.

•Because we generate substantially all of our revenues in U.S. dollars but incur a material portion of our expenses in other currencies, exchange rate fluctuations could have a material adverse effect on our results of operations.

•Restrictive covenants and cross-default provisions in our existing and future financing agreements impose financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels.

•The declaration and payment of dividends will always be subject to the discretion of our board of directors and our board of directors may not declare dividends in the future.

•We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to make dividend payments.

•We depend on our Managers to operate our business and our business could be harmed if our Managers fail to perform their services satisfactorily.

•Our chief executive officer also controls our Managers, which could create conflicts of interest between us and our Managers.

•Agreements between us and other affiliated entities may be challenged as less favorable than agreements that we could obtain from unaffiliated third parties.

•The provisions in our restrictive covenant arrangements with our chief executive officer and certain entities affiliated with him restricting their ability to compete with us may not be enforceable.

•We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law.

Risks Relating to Our Common Stock and Preferred Shares

•Our chief executive officer Polys Hajioannou is the Company's largest shareholder and his interests may be different from yours.

•Our status as a foreign private issuer within the rules promulgated under the Exchange Act exempts us from certain requirements of the SEC and NYSE.

•The market price of our Common Stock may be adversely affected by sales of substantial amounts of our Common Stock pursuant to our at the market equity offering program (the “ATM Program”).

Risks Inherent in Our Industry and Our Business

The international drybulk shipping industry is cyclical and volatile, having reached historical highs in 2008 and historical lows in 2016. Charter rates improved during 2021, remained at elevated levels during 2022 and have recently decreased. Cyclicality and volatility may lead to reductions in the charter rates we are able to obtain, in vessel values and in our earnings, results of operations and available cash flow.

The drybulk shipping industry is cyclical with attendant volatility in charter rates, vessel values and profitability. The industry is cyclical in nature due to seasonal fluctuations, market adjustments in supply of and demand for drybulk vessels and trade disruptions. We expect this cyclicality and volatility in market rates to continue in the foreseeable future. Accordingly, there can be no assurance that the drybulk charter market will reach in the near future the levels previously experienced. The market could experience a downturn in case of a new wave of Covid-19, or as a result of the war between Russia and Ukraine, or for other reasons. For example, in 2008, the Baltic Dry Index (the “BDI”), had reached an all-time high of 11,793, while in 2016, BDI had reached an all-time low of 290. During 2019, 2020, 2021, 2022, and 2023, BDI remained volatile, reaching an annual low of 595 in February 2019 and an annual high of 2,518 in September 2019 for 2019, an annual low of 393 in May 2020 and an annual high of 2,097 in October 2020 for 2020, an annual low of 1,303 in February 2021 and an annual high of 5,650 in October 2021, an annual low of 965 on August 31, 2022 and an annual high of 3,369 on May 23, 2022, and a low of 530 on February 16, 2023 and a high of 1,250 on January 3, 2023, thus far in 2023.

We charter some of our vessels in the spot charter market for periods up to three months and in the period charter market for longer periods. The spot market is highly competitive and volatile, while period time charter contracts of longer duration provide income at pre-determined rates over more extended periods of time. We are exposed to changes in spot charter market each time one of our vessels is completing a previously contracted charter, and we may not be able to secure period time charters at profitable levels. Furthermore, we may be unable to keep our vessels fully employed. Charter rates available in the market may be insufficient to enable our vessels to be operated profitably. A significant decrease in charter rates would adversely affect our profitability, cash flows, asset values and ability to pay dividends.

As of February 24, 2023, 24 of our 44 drybulk vessels were deployed or scheduled to be deployed on period time charters of more than three months remaining term. In addition, we have entered into agreements for the acquisition of seven Japanese and two Chinese dry-bulk GHG-EEDI Phase 3 NOx-Tier III newbuilds, scheduled to be delivered four in 2023, three in 2024 and two in the first half of 2025. None of the newbuilds on order currently have any contracted charter. As more vessels become available for employment, we may have difficulty entering into multi-year, fixed-rate time charters for our vessels, and as a result, our cash flows may be subject to volatility in the long-term. We may be required to enter into variable rate charters

or charters linked to the Baltic Panamax Index or Baltic Capesize Index, as opposed to contracts based on fixed rates, which could result in a decrease in our cash flows and net income in periods when the market for drybulk shipping is depressed. If low charter rates in the drybulk market prevail during periods when we must replace our existing charters, it will have an adverse effect on our revenues, profitability, cash flows and our ability to comply with the financial covenants in our loan and credit facilities.

The factors affecting the supply and demand for drybulk vessels are outside of our control and are difficult to predict with confidence. As a result, the nature, timing, direction and degree of changes in industry conditions are also unpredictable.

Factors that influence demand for drybulk vessel capacity include:

•demand for and production of drybulk products;

•supply of and demand for energy resources and commodities;

•Covid-19 and related factors;

•global and regional economic and political conditions, pandemics such as Covid-19, armed conflicts such as the war between Russia and Ukraine, natural or other disasters (including weather conditions), terrorist activities and strikes;

•sanctions imposed as a result of war (including the war between Russia and Ukraine);

•environmental, climate and other regulatory developments;

•the location of regional and global exploration, production and manufacturing facilities and the distance drybulk cargoes are to be moved by sea;

•changes in seaborne and other transportation patterns including shifts in the location of consuming regions for energy resources, commodities, and transportation demand for drybulk transportation;

•international sanctions, embargoes, import and export restrictions, nationalizations and wars, including those arising as a result of the war between Russia and Ukraine;

•trade disputes or the imposition of tariffs on various commodities or finished goods tariffs on imports and exports that could affect the international trade; and

•currency exchange rates.

Factors that influence the supply of drybulk vessel capacity include:

•the size of the newbuilding orderbook;

•availability of financing for new vessels;

•the number of newbuild deliveries, including slippage in deliveries, which, among other factors, relates to the ability of shipyards to deliver newbuilds by contracted delivery dates and the ability of purchasers to finance such newbuilds;

•the scrapping rate of older vessels, depending, amongst other things, on scrapping rates and international scrapping regulations;

•Covid-19 and related factors, including port lockdowns, higher crew cost and travel restrictions imposed by governments around the world;

•port and canal congestion;

•the speed of vessel operation which may be influenced by several reasons including energy cost and environmental regulations;

•sanctions;

•the number of vessels that are in or out of service, delayed in ports for several reasons, laid-up, dry docked awaiting repairs or otherwise not available for hire, including due to vessel casualties;

•changes in environmental and other regulations that may limit the useful lives of vessels or effectively cause reductions in the carrying capacity of vessels or early obsolescence of tonnage; and

•ability of the Company to maintain ESG practices acceptable to customers, regulators and financing sources.

Factors influencing the supply of and demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. We anticipate that the future demand for our drybulk vessels and, in turn, drybulk charter rates, will be dependent, among other things, upon economic growth in the world’s economies, seasonal and regional changes in demand, changes in the capacity of the global drybulk vessel fleet and the sources and supply of drybulk cargo to be transported by sea. However, new factors may emerge which we cannot foresee at this time and thus might not be able to adequately prepare for. A decline in demand for commodities transported in drybulk vessels or an increase in supply of drybulk vessels could cause a significant decline in charter rates, which could materially adversely affect our business, financial condition and results of operations. There can be no assurance as to the sustainability of future economic growth, if any, due to unexpected demand shocks.

A negative change in global economic or regulatory conditions, especially in the Asian region, which includes countries like China, Japan and India, could reduce drybulk trade and demand, which could reduce charter rates and have a material adverse effect on our business, financial condition and results of operations.

We expect that a significant number of the port calls made by our vessels will involve the loading or discharging of raw materials in ports in the Asian region, particularly China, Japan and India. As a result, a negative change in economic or regulatory conditions in any Asian country, particularly China, Japan or, to some extent, India, can have a material adverse effect on our business, financial position and results of operations, as well as our future prospects, by reducing demand and, as a result, charter rates and affecting our ability to charter our vessels. If economic growth declines in China, Japan, India and other countries in the Asian region, or if the regulatory environment in these countries changes adversely for our industry, we may face decreases in such drybulk trade and demand. Moreover, a slowdown in the United States economy or the economies of countries within the E.U. will likely adversely affect economic growth in China, Japan, India and other countries in the Asian region. Such an economic downturn in any of these countries could have a material adverse effect on our business, financial condition and results of operations.

An oversupply of drybulk vessel capacity may lead to reductions in charter rates and results of operations.

The market supply of drybulk vessels has been increasing in terms of dwt, and the number of drybulk vessels on order as of December 31, 2022 was approximately 8.3% for Panamax to Post-Panamax class vessels and 5.9% for Capesize class vessels, as compared to the then-existing global drybulk fleet in terms of dwt, with the majority of new deliveries expected during 2023. As a result, the drybulk fleet continues to grow. In addition, during periods when there are high expectations for charter market recovery, a large number of orders may be placed in shipyards, resulting in a further increase of newbuild orders and accordingly in the size of the global drybulk fleet. An oversupply of drybulk vessel capacity will likely result in a reduction of charter hire rates. We will be exposed to changes in charter rates with respect to our existing fleet and our remaining newbuild, depending on the ultimate growth of the global drybulk fleet. If we cannot enter into period time charters on acceptable terms, we may have to secure charters in the spot market, where charter rates are more volatile and revenues are, therefore, less predictable, or we may not be able to charter our vessels at all. In our current fleet, as of February 24, 2023, 22 vessels will be available for employment in the first half of 2023. A material increase in the net supply of drybulk vessel capacity without corresponding growth in drybulk vessel demand could have a material adverse effect on our fleet utilization and our charter rates generally, and could, accordingly, materially adversely affect our business, financial condition and results of operations.

The market value of drybulk vessels is highly volatile, being related to charter market conditions, aging and environmental regulations. The market values of our vessels may significantly decrease which could cause us to breach covenants in our credit and loan facilities and our bond, and could have a material adverse effect on our business, financial condition and results of operations.

Our credit and loan facilities, which are secured by mortgages on our vessels, and our bond which is unsecured, require us to comply with collateral coverage ratios and satisfy certain financial and other covenants, including those that are affected by the market value of our vessels. The market values of drybulk vessels have generally experienced significant volatility within a short period of time. In recent years, the market prices for second-hand and newbuild drybulk vessels significantly declined in 2020 due to depressed market conditions as a result of Covid-19, recovered since then during 2021 and the first months of 2022, and have decreased during the last months of 2022 and the first months of 2023, as a result of prevailing charter market conditions. Before that, in the previous years, the market prices for second-hand and newbuild drybulk vessels experienced very low levels in 2016, when vessel values were reduced in a short period of time due to depressed market conditions, a significant increase in 2017, followed by a small increase in 2018 and 2019. The market value of our vessels fluctuates depending on a number of factors, including:

•general economic and market conditions affecting the shipping industry;

•rising interest rates and inflationary pressures;

•prevailing level of charter rates;

•supply of and demand for vessels;

•general vessel's condition and vessel's specification;

•vessel environmental performance (GHG rating, BWTS installation, Scrubbers installation, etc.);

•distressed asset sales, including newbuild contract sales during weak charter market conditions;

•lack of financing and limitations imposed by financial covenants affecting the market value of vessels ;

•competition from other shipping companies and other modes of transportation;

•configurations, types, sizes and ages of vessels;

•changes in governmental, environmental or other regulations that may limit the useful life of vessels; and

•technological advances.

We were in compliance with our covenants in our credit and loan facilities and our bond, in effect as of December 31, 2021 and December 31, 2022. If the market value of our vessels, or our newbuilds upon delivery to us, decline, we may breach some of the covenants contained in our credit and loan facilities and our bond. If we do breach such covenants and we are unable to remedy or our lenders refuse to waive the relevant breach, our lenders could accelerate our indebtedness and foreclose on the vessels in our fleet securing those loan and credit facilities. As a result of cross-default provisions contained in our loan and credit facility agreements and our bond, this could in turn lead to additional defaults under our financing agreements and the consequent acceleration of the indebtedness under those agreements and the commencement of similar foreclosure proceedings by other lenders and our bondholders. If our indebtedness was accelerated in full or in part, it would be difficult for us to refinance our debt or obtain additional financing on favorable terms or at all and we could lose our vessels if our lenders foreclose their liens, which would adversely affect our ability to continue our business.

A significant decrease of the market values of our vessels could cause us to incur an impairment loss and could have a material adverse effect on our business, financial condition and results of operations.

We review for impairment our vessels on a quarterly basis and whenever events or changes in circumstances indicate that the carrying amount of the vessels may not be recoverable. Such indicators include declines in the fair market value of vessels, decreases in market charter rates, vessel sale and purchase considerations, fleet utilization, environmental and other regulatory changes in the drybulk shipping industry or changes in business plans or overall market conditions that may adversely affect cash flows. We may be required to record an impairment charge with respect to our vessels and any such impairment charge resulting from a decline in the market value of our vessels or a decrease in charter rates may have a material adverse effect on our business, financial condition and results of operations. Our financial results may be similarly affected in the future if we record an impairment charge or sell vessels at a loss before we record an impairment adjustment. Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of such acquisitions may increase and this could adversely affect our business, results of operations, cash flow and financial condition.

See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Estimates—Impairment of Vessels” for more information.

Technological developments could reduce our earnings and the value of our vessels.

Determining factors for the useful life of the vessels in our fleet are efficiency, operational flexibility and technological developments. Efficiency includes speed, fuel economy, which is also related to GHG emissions, and the ability to load and discharge cargo quickly. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. The duration of a vessel’s useful life is related to its original design and construction, its maintenance and the impact of the stress of operations. If new vessels are built that are more efficient or more flexible or have longer useful lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire payments we receive for our vessels, and the resale value of our vessels could significantly decrease. As a result, our earnings and financial condition could be adversely affected.

The international drybulk shipping industry is highly competitive, and we may not be able to compete successfully for charters with new entrants or established companies with greater resources.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargo by sea is intense and depends on price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel. Due in part to the highly fragmented market, additional competitors with greater resources could enter the drybulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates than we are able to offer, which could have a material adverse effect on our fleet utilization and, accordingly, our results of operations.

Changes in labor laws and regulations, collective bargaining negotiations and labor disputes, and potential challenges for crew availability as a result of increasing difficulty in workforce recruitment in certain markets due to various reasons, including the war between Russia and Ukraine, could increase our crew costs and have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Crew costs are a significant expense for us under our charters. There is a limited supply of well-qualified crew. We bear crewing costs under our charters. Increases in crew costs may adversely affect our results of operations. In addition, labor disputes or unrest, including work stoppages, strikes and/or work disruptions or increases imposed by collective bargaining agreements covering the majority of our officers on board our vessels could result in higher personnel costs and significantly affect our financial performance. Furthermore, while we do not have any Ukrainian or Russian crew, the Company's vessels, currently do not sail in the Black Sea and the Company otherwise conducts limited operations in Russia and Ukraine, the extent to which this will impact the Company’s future results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted. Changes in labor laws and regulations, collective bargaining negotiations and labor disputes, and potential shortage of crew due to the war between Russia and Ukraine, could increase our crew costs and have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

We are subject to regulations and liability under environmental laws that require significant expenditures, which can affect the ability and competitiveness of our vessels to trade, our results of operations and financial condition.

Our business and the operation of our vessels are regulated under international conventions, national, state and local laws and regulations in force in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, in relation to potential environmental impacts. Regulations of vessels, particularly environmental regulations have become more stringent, including regulations related to marine pollution, BWTS implementation, exhaust gas emissions such as nitrogen oxides ("NOx") sulfur oxides ("SOx"), particulate matter, etc., as well as GHG emissions such as carbon dioxide ("CO2"), methane, etc. Some of those GHG emission regulations are expected to be further revised and become stricter in the future and associated with Emissions Trading Systems ("ETS"). As a result significant capital expenditures may be required on our vessels to keep them in compliance, and we may be required to pay increased prices for newbuild and secondhand vessels that meet these requirements.

See “Item 4. Information on the company. — B. Business Overview — Regulations: Safety and the Environment” for more information.

In addition, the heightened environmental, quality and security concerns of the public, regulators, insurance underwriters, financing sources and charterers may generally lead to additional regulatory requirements, including enhanced risk assessment and security requirements, greater inspection and safety requirements on all vessels in the marine transportation markets and possibly restrictions on the emissions of greenhouse gases from the operation of vessels. These requirements are likely to add incremental costs to our operations and the failure to comply with these requirements may affect the ability of our vessels to obtain and, possibly, collect on insurance or to obtain the required certificates for entry into the different ports where we operate. We could also incur material liabilities, including cleanup obligations and claims for natural resource, personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels. Any such actual or alleged environmental laws regulations and policies violation, under negligence, willful misconduct or fault, could result in substantial fines, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Events of this nature would have a material adverse effect on our business, financial condition and results of operations.

Our Scrubber-fitted vessels may face difficulties from the price differential between VLSFO and HSFO, regulatory restrictions and shortage in availability of HSFO, while our non–scrubber fitted vessels may face difficulties in competing with Scrubber-fitted vessels and incur additional repairs and maintenance costs, affecting our results of operations.

A global 0.5% sulfur cap on marine fuels came into force on January 1, 2020, as agreed in amendments adopted in 2008 for Annex VI to MARPOL reducing the previous sulfur cap of 3.5%. Vessels may use either VLSFO or HSFO only if they are equipped with Scrubbers. In response to sulfur oxide emissions regulations, we have currently installed Scrubbers in 19 of our vessels and we expect to install three additional Scrubbers in the remainder of 2023 and one in 2024.

The viability of Scrubber investments mainly depends on the price differential between VLSFO, which usually are more expensive, and HSFO. The use of VLSFO between 2020 and 2022 had raised concerns in relation to excess wear of piston liners and fuel pumps. On the other hand a shortage of HSFO in certain ports had been experienced as only a small percentage of the global fleet was equipped with Scrubbers and the trading of HSFO may not continue be economical to fuel suppliers.

If the price differential between VLSFO and HSFO is narrower than expected due to among other things, a drop in oil prices and/or a reduced demand for oil, then we may not realize any return, or we may realize a lower return on our investment in Scrubbers than that which we expected, which could have a material adverse effect on our results of operations, cash flows and financial position. Conversely, if the price differential between VLSFO and HSFO is wider than expected, about half of our vessels that will not be equipped with Scrubbers may face difficulties in competing with vessels equipped with Scrubbers. Furthermore, restrictions of effluents from Scrubbers have been or are being considered to be imposed in various jurisdictions, mainly in ports, which may affect the viability of such investments. All the above could have a material adverse effect on our results of operations, cash flows and financial position.

See “Item 4. Information on the company. — B. Business Overview — IMO and other related regulations — Nitrogen and Sulfur Oxide Emission Regulations” for more information.

Environmental regulations in relation to climate change and GHG emissions may increase operational and financial restrictions, and environmental compliance costs .

A number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions due to concern over the risk of climate change. These regulatory measures may include, among others, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. GHG reduction measures adopted, or further additional measures to be adopted by the IMO, EU and other jurisdictions for achieving 2030 goals may impose operational and financial restrictions, carbon taxes or an emission trading system on less efficient vessels starting from 2023, gradually affecting younger vessels, even newbuilds after 2030, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such vessels obsolete. This or other developments may lead to environmental taxation affecting less energy efficient vessels, reduce their trade and competitiveness and make certain vessels in our fleet obsolete, which may result in financial impacts on our results of operations that we cannot predict with certainty at this time.This could have a material adverse effect on our business, financial condition and results of operations.

See “Item 4. Information on the company. — B. Business Overview — Regulations: Safety and the Environment - Greenhouse Gas Regulation – United Nations Framework Convention on Climate Change” for more information.

In response to the above GHG environmental regulations, we monitor CO2 vessel emissions pursuant to the International Maritime Organization's fuel oil consumption Data Collection System (“IMO DCS”) and to the European Monitoring, Reporting and Verification Regulation (“EU-MRV”), assessing in parallel the applicability of relevant energy efficiency measures. Furthermore, we have pursued a fleet renewal strategy having entered into memoranda of agreement for the acquisition of twelve in total environmentally advanced dry-bulk GHG-EEDI Phase 3 NOx-Tier III compliant newbuilds, three of which have already been delivered, four are scheduled to be delivered in the remainder of 2023, three in 2024 and two in the first half of 2025.

Increasing scrutiny and changing expectations from investors, lenders and other market participants with respect to our

ESG policies may impose additional costs on us or expose us to additional risks.

Companies across all industries, including the shipping industry, are facing increased scrutiny relating to their ESG policies. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices and in recent years have placed increasing importance on the implications and social cost of their investments. The increased focus and activism related to ESG and similar matters may hinder access to capital, as

investors and lenders may decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices. Companies which do not adapt to or comply with investor, lender or other industry shareholder expectations and standards, which are evolving, or which are perceived to have not responded appropriately to the growing concern for ESG issues, regardless of whether there is a legal requirement to do so, may suffer from reputational damage and the business, financial condition, and/or the stock price of such a company could be materially and adversely affected. As a result, we may be required to implement more stringent ESG procedures or standards so that we continue to have access to capital and our existing and future investors and lenders remain invested in us and make further investments in us.

Specifically, we may face increasing pressures from investors, lenders and other market participants, who are increasingly focused on climate change, to prioritize sustainable energy practices, reduce our carbon footprint and promote sustainability. Additionally, certain investors and lenders may exclude drybulk shipping companies, such as us, from their investing portfolios altogether due to environmental, social and governance factors. Growing public concern about the environmental impact and the adverse consequences of climate change may also affect demand for our services, such as reduced demand for coal in the future, one of the primary cargoes carried by our vessels. Any long-term economic consequences of climate change could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time. If we are faced with limitations in the debt and/or equity markets as a result of these concerns, or if we are unable to access alternative means of financing on acceptable terms, or at all, we may be unable to access funds to implement our business strategy or service our indebtedness, which could have a material adverse effect on our financial condition and results of operations.

Over the past few years, we have made publicly available our annual sustainability report where we present our environmental, social and governance strategy for the future, as well as the impact of our operations and business on society and the environment.

See “Item 4. Information on the company. — B. Business Overview" for more information.

However, in light of investors' increased focus on ESG matters, there can be no certainty that we will manage to successfully meet society's expectations as to our proper role. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time.

We are subject to complex laws and regulations, including international safety regulations and requirements imposed by our classification societies and the failure to comply with these regulations and requirements may subject us to increased costs and liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

We are subject to complex laws and regulations, such as international conventions, regulations and treaties, national laws, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to our operations. In addition, vessel classification societies also impose significant safety and other requirements on our vessels. Because such conventions, laws, and regulations are often revised, we may not be able to predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. Compliance with regulations and laws could limit our ability to do business or increase the cost of our doing business, which could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash.

Our industry’s regulatory environment is becoming exponentially complex and includes regulations of the European Union, the United Nations, the IMO and the United States, such as the International Convention for the Prevention of Pollution from Ships of 1973 (“ISM Code”), including the designation of Emission Control Areas, the International Ship and Port Facility Security Code, the United States Oil Pollution Act of 1990, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, the U.S. Clean Air Act, the U.S. Clean Water Act, the U.S. Marine Transportation Security Act of 2002 and others. In the foreseeable future we expect the trend of increasing regulatory compliance complexity to continue. For example, United States agencies and the IMO’s Maritime Safety Committee have adopted cyber security regulations which requires ship owners and managers to incorporate cyber risk management and security into their safety management.

The operation of our vessels is affected by the requirements set forth in the IMO ISM Code. Under the ISM Code, we are required to develop and maintain an extensive Safety Management System (“SMS”) that includes the adoption of a safety and environmental protection policy. Failure to comply with the ISM Code may subject us to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in,

certain ports. For example, the U.S. Coast Guard and E.U. authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and E.U. ports. Currently, each of the vessels in our current fleet is ISM Code-certified, but we may not be able to maintain such certification at all times. If we fail to maintain ISM Code certification for our vessels, we may also breach covenants in certain of our credit and loan facilities that require that our vessels be ISM Code-certified. If we breach such covenants due to failure to maintain ISM Code certification and are unable to remedy the relevant breach, our lenders could accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit or loan facilities.See Item 4. Information on the Company-Business Overview-Environmental and Other Regulations for more information.

Increased inspection procedures, tighter import and export controls and survey requirements could increase costs and disrupt our business.

International shipping is subject to various security and customs inspections and related procedures in countries of origin and destination. Inspection procedures can result in the seizure of the contents of our vessels, delays in the loading, offloading or delivery and the levying of customs duties, fines and other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations. The hull and machinery of every commercial vessel must be certified as safe and seaworthy in accordance with applicable rules and regulations, and accordingly vessels must undergo regular surveys. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable and we would be in violation of certain covenants in our credit and loan facilities. This would also negatively impact our revenues.

Our vessels are exposed to operational risks that may not be adequately covered by our insurance.

The operation of any vessel includes risks such as weather conditions, mechanical failure, collision, fire, contact with floating objects, cargo or property loss or damage and business interruption due to political circumstances in countries, piracy, terrorist and cyber terrorist attacks, armed hostilities and labor strikes. Such occurrences could result in death or injury to persons, loss, damage or destruction of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, higher insurance rates and damage to our reputation and customer relationships generally.

We may not be adequately insured against all risks, and our insurers may not pay particular claims. With respect to war risks insurance, which we usually obtain for certain of our vessels making port calls in designated war zone areas, such insurance may not be obtained prior to one of our vessels entering into an actual war zone, which could result in that vessel not being insured. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Under the terms of our credit facilities, we will be subject to restrictions on the use of any proceeds we may receive from claims under our insurance policies. Furthermore, in the future, we may not be able to maintain or obtain adequate insurance coverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs in the event of a claim or decrease any recovery in the event of a loss. If the damages from a catastrophic oil spill or other marine disaster exceed our insurance coverage, the payment of those damages could have a material adverse effect on our business and could possibly result in our insolvency.

In general, we do not carry loss of hire insurance. Occasionally, we may decide to carry loss of hire insurance when our vessels are trading in areas where a history of piracy has been reported. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking or unscheduled repairs due to damage to the vessel. Accordingly, any loss of a vessel or any extended period of vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, financial condition and results of operations.

World events, including terrorist attacks, international hostilities and potential disruption of shipping routes due to events outside of our control, including the war between Russia and Ukraine, could negatively affect our results of operations and financial condition.

We conduct most of our operations outside of the U.S. and our business, results of operations, cash flows, financial condition and ability to pay dividends, if any, in the future may be adversely affected by changing economic, political and

government conditions in the countries and regions where our vessels are employed or registered. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political conflicts, including the current political instability in the Middle East, North Africa and other countries and geographic areas, terrorist or other attacks and war or international hostilities. Terrorist attacks and the continuing response of the U.S. and others to these attacks, as well as the threat of future terrorist attacks around the world, continues to cause uncertainty in the world’s financial markets and may affect our business, operating results and financial condition. Continuing conflicts and recent developments in the Middle East and North Africa, the escalation of war between Russia and Ukraine, and the presence of U.S. or other armed forces in Iraq, Syria, Afghanistan and various other regions, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further economic instability in the global financial markets. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. These types of attacks have also affected vessels trading in regions such as the Black Sea, South China Sea and the Gulf of Aden off the coast of Somalia. The IMO’s extraordinary council session held on 10th and 11th March 2022, addressed the impacts on shipping and seafarers, as a result of the war in the Black Sea and the Sea of Azov. The IMO called for the need to preserve the integrity of maritime supply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping, logistics and supply chains, in particular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies. Any of these occurrences could have a material adverse impact on our operating results, revenues and costs.

The war between Russia and Ukraine, which commenced in February 2022 and is still ongoing, has disrupted supply chains and caused instability and significant volatility in the global economy. Much uncertainty remains regarding the global impact of the war in Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase our costs and adversely affect our business, including our ability to secure charters and financing on attractive terms, and as a result, adversely affect our business, financial condition, results of operation and cash flows.

As a result of the war between Russia and Ukraine, Switzerland, the US, the EU, the UK and others have announced unprecedented levels of sanctions and other measures against Russia and certain Russian entities and nationals. Such sanctions against Russia may adversely affect our business, financial condition, results of operation and cash flows. For example, apart from the immediate commercial disruptions caused in the war zone, escalating tensions among the two countries and fears of potential shortages in the supply of Russian crude have caused the price of oil to trade above $100 per barrel from February 28, 2022 to August 2, 2022. The ongoing war could result in the imposition of further economic sanctions against Russia, with uncertain impacts on the drybulk market and the world economy. While we do not have any Ukrainian or Russian crew, our vessels currently do not sail in the Black Sea and we otherwise conduct limited operations in Russia and Ukraine, it is possible that the war in Ukraine, including any increased shipping costs, disruptions of global shipping routes, any impact on the global supply chain and any impact on current or potential customers caused by the events in Russia and Ukraine, could adversely affect our operations or financial performance.

The outbreak and ongoing threat of Covid-19 or other public health threats and epidemics and the resulting disruptions to the international shipping industry, could negatively affect our business, financial performance and our results of operations.

On March 18, 2020, the outbreak of Covid-19 was declared a pandemic by the World Health Organization. Covid-19 has affected our industry, see “Item 4. Information on the company. — B. Business Overview — Corona Virus Outbreak” for more information. The extent and duration to which the Covid-19 outbreak and measures taken in response thereto may continue to negatively impact our business, financial performance and operating results, remain largely uncertain and dependent on the impact of future developments that cannot be accurately predicted at this time. Such developments may include, but are not limited to, the severity and transmission rate of potential new Covid-19 variants, the extent to which vaccines are available to our crew, and the effectiveness of the containment actions taken, such as travel and cargo restrictions. As a result, it is not possible to ascertain the overall future impact of Covid-19 on our business. However, the occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of Covid-19 and any new virus wave, could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and our ability to pay dividends.

While government restrictions have eased throughout 2022 and people have largely resumed pre-pandemic activities, the effects of Covid-19 continue to linger in the global economy and our supply chain. The effects of restrictions on our operations, including future restrictions and extended periods of remote work arrangements, could strain our business continuity plans, introduce operational risk, including but not limited to cybersecurity risks, and impair our ability to manage our business. The Covid-19 pandemic presents material uncertainty and risk with respect to our financial condition, results of operations, cash flows and performance. Future disruptions and governmental actions, due to Covid-19 or a different epidemic or pandemic,

combined with any associated economic and/or social instability or distress, may have an adverse impact on our results of operations, financial condition and cash flows.

Acts of piracy on ocean-going vessels may increase in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean and in the Gulf of Aden off the coast of Somalia. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur, particularly in the Gulf of Aden off the coast of Somalia and increasingly in the Sulu Sea and the Gulf of Guinea, with drybulk vessels and tankers particularly vulnerable to such attacks. Acts of piracy could result in harm or danger to the crews that man our vessels.

If these piracy attacks occur in regions in which our vessels are deployed that insurers characterized as “war risk” zones or Joint War Committee “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including the employment of onboard security guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charterhire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse impact on our business, financial condition and earnings.

The operation of drybulk vessels has certain unique operational and technical risks which include mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life and could lead to an environmental disaster; failure to adequately maintain our vessels or address such risks could have a material adverse effect on our business, financial condition and results of operations.

The operation of a drybulk vessel has certain unique operational and technical risks which include mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life and could lead to an environmental disaster. Drybulk vessels may develop unexpected mechanical and operational problems due to several reasons including improper maintenance and weather conditions. We operate certain of our vessels using VLSFO, some of which, under certain conditions, may cause loss of the vessel’s main engine power with severe results that can lead to collision and loss of a vessel.

With a drybulk vessel, the cargo itself and its interaction with the vessel may create operational risks. By their nature, drybulk cargoes are often heavy, dense and easily shifted, and they may react badly to water exposure. In addition, drybulk vessels are often subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures or with steel plate diminution may be more susceptible to breach while at sea. Breaches of a drybulk vessel’s hull may lead to the flooding of the vessel’s holds. If a drybulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel. If we do not adequately maintain our vessels or address such operational and technical risks, we may be unable to prevent these events. The occurrence of any of these events could have a material adverse effect on our business, financial condition and results of operations.

Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel, or other assets of the relevant vessel-owning company, for unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek to obtain security for its claim by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels, or other assets of the relevant vessel-owning company or companies, could cause us to default on a charter, breach covenants in certain of our credit facilities, interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.

A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel and becomes its owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes its charterer at dictated charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Even if we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would be uncertain. Government requisition of one or more of our vessels may cause us to breach covenants in certain of our credit facilities, and could have a material adverse effect on our business, financial condition and results of operations.

We rely on information technology, and if we are unable to protect against service interruptions, data corruption, cyber based attacks or network security breaches, our operations could be disrupted and our business could be negatively affected.

In the ordinary course of business, we rely on information technology networks and systems to process, transmit, and store electronic information and to manage or support a variety of business processes and activities. Our information systems and networks could become targeted and attacked by individuals or organized groups. Our vessels may also rely on information systems for parts of their navigation, propulsion, power control, communications and cargo operations. Safety measures are in place to secure our vessels against cyber-security attacks and disruptions to their information systems. These measures may not adequately prevent security breaches from constantly evolving and increasingly sophisticated threats. A cyber attack could materially and adversely affect our business operations, financial condition, results of operations and cash flows and our reputation. In addition, cyber attacks could lead to potential unauthorized access to our systems targeting ransomware, data theft, loss and corruption, disclosure of proprietary or confidential information or, personal data. Cyber attacks on our vessels may also lead to potential unauthorized access to, or service interruptions, denial or manipulation of the navigational systems of our vessels, which could result in hazardous accidents. There is no assurance that we will not experience these service interruptions or cyber attacks in the future. Further, as the methods of cyber attacks continue to evolve, we may be required to expend additional resources to continue to modify or enhance our protective measures, or to investigate and remedy any vulnerabilities to cyber attacks. Moreover, we do not carry cyber attack insurance to cover the aforementioned risks to our information technology. A cyber attack could also lead to litigation, fines, other remedial action, heightened regulatory scrutiny and reputational damage. In addition, our remediation efforts may not be successful, and we may not have adequate insurance to cover these losses. These information technology systems, some of which are managed by third parties, may be susceptible to damage, disruptions or shutdowns, hardware or software failures, power outages, computer viruses, cyber attacks, telecommunication failures, user errors or catastrophic events. Risks and vulnerabilities can also arise out of inadequacies in design, integration and/or maintenance of information technology systems , as well as lapses in cyber discipline. Furthermore, as of May 25, 2018, data breaches on personal data, as defined in the European General Data Protection Regulation, could lead to administrative fines up to €20 million or up to 4% of the total worldwide annual turnover of the company, whichever is greater. Our information technology systems are becoming increasingly integrated, so damage, disruption or shutdown to the system could result in a more widespread impact. If our information technology systems suffer severe damage, disruption or shutdown, and our business continuity plans do not effectively resolve the issues in a timely manner, our operations could be disrupted and our business and reputation could be negatively affected. Moreover, cyber attacks against the Ukrainian government and other countries in the region have been reported in connection with the war between Russia and Ukraine. To the extent such attacks have collateral effects on global critical shipping infrastructure or on us, such developments could adversely affect our business, operating results and financial condition.

Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cyber security regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cyber security threats. This might cause companies to cultivate additional procedures for monitoring cyber security, which could require additional expenses and/or capital expenditures. However, the impact of such regulations is difficult to predict at this time.

Political uncertainty and an increase in trade protectionism could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.

Our operations expose us to the risk that increased trade protectionism from China, other countries in the Asian region, the United States or other nations will adversely affect our business. If the global recovery is undermined by downside risks and the economic downturn returns, or if the regulatory environment otherwise dictates, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing the demand for shipping. Specifically, increasing trade protectionism affecting the markets that our charterers serve may cause (i) a decrease in cargoes available to our charterers in favor of domestic charterers and domestically owned ships and (ii) an increase in the risks associated with importing goods to such markets. For instance, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods and restricting currency exchanges within China. Further, on January 23, 2017, former President Trump signed an executive order withdrawing the United States from the Trans-Pacific Partnership, a global trade

agreement intended to include the United States, Canada, Mexico, Peru and a number of Asian countries. Further, in January 2019, the United States announced expanded sanctions against Venezuela, which may have an effect on its oil output and in turn affect global oil supply. Throughout 2018 and 2019, former President Trump called for substantial changes to foreign trade policy with China and raised, and proposed to further raise in the future, tariffs on several Chinese goods in order to reverse what he perceived as unfair trade practices that have negatively impacted U.S. businesses. The announcement of such tariffs has triggered retaliatory actions from foreign governments, including China, and may trigger retaliatory actions by other foreign governments, resulting in a “trade war.” The trade war has had the effect of reducing the supply of goods available for import or export and has therefore resulted in a decrease in demand for shipping. On January 15, 2020, the United States and China signed the Phase One Deal, agreeing to the rollback of tariffs, expansion of trade purchases, and renewed commitments on intellectual property, technology transfer, and currency practices deescalating the trade war. Under the Phase One Deal the U.S. has committed to reduce tariffs from 15 % to 7.5% on US$120 billion worth of goods and China has agreed to halve tariffs on 1,717 U.S. goods, lowering the tariff on some items from 10% to 5%, and others from 5 % to 2.5 %, which both took effect on February 14, 2020. On January 19, 2022 U.S. President Joe Biden said he will not lift tariffs on Chinese imports since Beijing has not abided by the Phase One Deal. Subsequently, in May 2022, US President Joe Biden stated that discussions were ongoing about potentially dropping trade tariffs on China that were imposed by former US President Trump.

There is no certainty that the de-escalation of the trade war between the U.S. and China will continue and there is no certainty that additional tariffs will not be imposed by the U.S. or China. Should the de-escalation of the trade war discontinue or an increase in trade barriers or restrictions on trade occur or be perceived to become likely, such events may have an adverse effect on global market conditions, may have an adverse impact on global trade and our charterers’ business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Seasonal fluctuations in industry demand could have a material adverse effect on our business, financial condition and results of operations and the amount of available cash with which we can pay dividends.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. Seasonality is related to several factors and may result in quarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we may pay to our shareholders. For example, the market for marine drybulk transportation services is typically stronger in the fall months in anticipation of increased consumption of coal in the northern hemisphere during the winter months and the grain export season from North America. Similarly, the market for marine drybulk transportation services is typically stronger in the spring months in anticipation of the South American grain export season due to increased distance traveled by vessels to their end destination known as ton mile effect, as well as increased coal imports in parts of Asia due to additional electricity demand for cooling during the summer months. Demand for marine drybulk transportation services is typically weaker at the beginning of the calendar year and during the summer months. In addition, unpredictable weather patterns during these periods tend to disrupt vessel scheduling and supplies of certain commodities. This seasonality could have a material adverse effect on our business, financial condition and results of operations.

Charterers may renegotiate or default on period time charters, which could reduce our revenues and have a material adverse effect on our business, financial condition and results of operations.

The ability and willingness of each of our counterparties to perform its obligations under a period time charter agreement with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the drybulk shipping industry and the overall financial condition of the counterparties. If we enter into period time charters with charterers when charter rates are high and charter rates subsequently fall significantly, charterers may seek to renegotiate financial terms or may default on their obligations. Additionally, charterers may attempt to bring claims against us based on vessel performance or cargo loading or unloading operations, seeking to renegotiate financial terms or avoid payments. Also, our charterers may experience financial difficulties due to prevailing economic conditions or for other reasons, and as a result may default on their obligations. In past years, the industry experienced numerous incidents of charterers renegotiating their charters or defaulting on their obligations thereunder. In December 2020, we agreed to the early termination of an existing charter of a Capesize-class vessel at the request of the charterer which was contractually due to expire in January 2024. In exchange for the early redelivery of the vessel, the charterer paid us cash compensation of $8.1 million. The vessel was subsequently deployed under a new period time charter with a different charterer for a duration of 12 to 14 months at a gross daily charter rate linked to the 5 TC Baltic Exchange Capesize Index ("BCI-180 5TC'') times 119%. As of February 24, 2023, we had not received any additional notice of early redelivery or termination from any of our charters. If a charterer defaults on a charter, we will, to the extent commercially reasonable, seek the remedies available to us, which may include arbitration or litigation to enforce the contract, although such efforts may not be successful. Should a charterer default on a period time charter, we may have to enter into a charter at a lower charter rate, which would reduce our revenues. If we cannot enter into a new period time charter, we may have to secure a charter in the spot market, where charter rates are volatile and revenues are less predictable. It is also possible that we would be unable to secure a charter at all, which would also reduce our revenues, and could have a material adverse effect on our business, financial condition, results of operations, loan and credit facility covenants and cash flows.

We depend on a limited number of customers for a large part of our revenues and the loss of one or more of these customers could have a material adverse effect on our business, financial condition and results of operations.

We expect to derive a significant part of our revenues from a limited number of customers. During the year ended December 31, 2022, two of our charterers each accounted for more than 10.0% of our revenues and in previous periods some of our charterers each accounted for more than 10.0% of our revenues. We could lose a customer for many different reasons, including:

•a failure of the customer to make charter payments because of its financial inability, disagreements with us or otherwise;

•the customer’s termination of its charters because of our non-performance, including serious deficiencies with the vessels we provide to that customer or prolonged periods of off-hire;

•a prolonged force majeure event that affects the customer may prevent us from performing services for that customer, i.e., damage to or destruction of relevant production facilities and war or political unrest; and

•the other reasons discussed in this section.

If we lose a key customer, we may be unable to obtain period time charters on comparable terms with charterers of comparable standing or may have increased exposure to the volatile spot market, which is highly competitive and subject to significant price fluctuations. We would not receive any revenues from a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service any indebtedness secured by such vessel. The loss of any of our key customers, a decline in payments under our charters or the failure of a key customer to perform under its charters with us could have a material adverse effect on our business, financial condition and results of operations.

When our contracts expire, we may not be able to successfully replace them. Our growth and our capacity to replace them depends on our ability to expand relationships with existing customers and obtain new customers, for which we will face substantial competition from new entrants and established companies with significant resources.

Time-charter contracts provide income at pre-determined rates over short or more extended periods of time. However, the process for obtaining new time charters especially longer term time charters is highly competitive and generally involves a lengthy, intensive and continuous screening and vetting process and the submission of competitive bids. In addition to the quality, age and suitability of the vessel, longer term shipping contracts tend to be awarded based upon a variety of other factors relating to the vessel operator, including:

•the operator’s environmental, health and safety record;

•compliance with the IMO standards and regulatory industry standards;

•shipping industry relationships, reputation for customer service, technical and operating expertise;

•shipping experience and quality of ship operations, including cost-effectiveness;

•quality, experience and technical capability of crews;

•willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

As a result of these factors we may be unable to expand our relationships with existing customers or obtain new customers for our charters on a profitable basis, if at all, therefore, when our contracts including our long-term charters expire, we cannot assure you that we will be able to replace them promptly or at all or at rates sufficient to allow us to operate our business profitably, to meet our obligations, including payment of debt service to our lenders, or to pay dividends. Our ability to renew the charter contracts on our vessels on the expiration or termination of our current charters, or, on vessels that we may acquire in the future, the charter rates receivable under any replacement charter contracts, will depend upon, among other things, economic conditions in the sectors in which our vessels operate at that time, changes in the supply and demand for vessel capacity and changes in the supply and demand for the transportation of commodities. During periods of market distress when long-term charters may be renewed at rates at or below operating costs, we may not choose to charter our vessels for longer terms particularly if doing so would create an ongoing negative cash flow during the period of the charter. We may instead choose to employ our vessels in the spot market for short periods, or in index-linked charters, or be forced to idle our vessels, or lay them up, or scrap them depending on market conditions and outlook at the time those vessels become available for charter.

However, if we are successful in employing our vessels under longer-term time charters, our vessels will not be available for trading in the spot market during an upturn in the market cycle, when spot trading may be more profitable. If we cannot successfully employ our vessels in profitable charter contracts, our results of operations and operating cash flow could be materially adversely affected.

We have adopted an anti-bribery policy consistent with the provisions of the FCPA and anti-bribery legislation in other jurisdictions. Actual or alleged violations of these policies could result in damage of our reputation, sanctions, criminal penalties, imprisonment, civil action and fines, which could have an adverse effect on our business.

We operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted policies consistent and in full compliance with the FCPA and anti-bribery legislation in other jurisdictions. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

We may have difficulty properly managing our planned growth through acquisitions of additional vessels.

As of February 24, 2023, we intend to pursue a fleet renewal strategy having entered into contracts for the acquisition of nine environmentally advanced Japanese and Chinese dry-bulk GHG-EEDI Phase 3 NOx-Tier III compliant newbuilds, scheduled to be delivered four in 2023, three in 2024 and two in the first half of 2025. We may contract additional newbuild vessels or make selective acquisitions of additional second-hand vessels. Our future growth will primarily depend on our ability to locate and acquire suitable vessels, enlarge our customer base, operate and supervise any newbuilds we may order and obtain required debt or equity financing on acceptable terms.

A delay in the delivery to us of any such vessel, or the failure of the shipyard to deliver a vessel at all, could cause us to breach our obligations under a related charter and could adversely affect our earnings. In addition, the delivery of any of these vessels with substantial defects could have similar consequences.

A shipyard could fail to deliver a newbuild on time or at all because of:

•work stoppages or other hostilities, political, economic or other disturbances that disrupt the operations of the shipyard, including as a result of Covid-19;

•quality or engineering problems;

•bankruptcy or other financial crisis of the shipyard;

•a backlog of orders at the shipyard;

•disputes between the Company and the shipyard regarding contractual obligations;

•weather interference or catastrophic events, such as major earthquakes or fires;

•our requests for changes to the original vessel specifications; or

•shortages of or delays in the receipt of necessary construction materials, such as steel, or equipment, such as main engines, electricity generators and propellers.

A third-party seller could fail to deliver a second-hand vessel on time or at all because of:

•bankruptcy or other financial crisis of the third-party seller;

•quality or engineering problems;

•disputes between the Company and the third-party seller regarding contractual obligations; or

•weather interference or catastrophic events, such as major earthquakes or fires.

In addition, we may seek to terminate or novate a vessel acquisition contract due to market conditions, financing limitations or other reasons. The outcome of contract termination or novation negotiations may require us to forego deposits on construction or acquisition, as applicable, and pay additional cancellation fees. In addition, where we have already arranged a future charter with respect to the terminated contract, we may incur liabilities to such charter counterparty depending on the terms of such charter.

During periods in which charter rates are high, vessel values generally are high as well, and it may be difficult to consummate vessel acquisitions or enter into newbuild contracts at favorable prices. During periods when charter rates are low, we may be unable to fund the acquisition of vessels, whether through lending or cash on hand. For these reasons, we may be unable to execute our growth plans or avoid significant expenses and losses in connection with our future growth efforts.

As we expand our business, we will need to improve or expand our operations and financial systems, staff and crew; if we cannot improve these systems or recruit suitable employees, our performance may be adversely affected.

Our current operating and financial systems may not be adequate as we implement our plan to expand the size of our fleet, and our Managers’ attempts to improve those systems may be ineffective. In addition, as we expand our fleet, we will have to rely on our Managers to recruit additional seafarers and shoreside administrative and management personnel. Our Managers may not be able to continue to hire suitable employees or a sufficient number of employees as we expand our fleet. If our Managers’ unaffiliated crewing agents encounter business or financial difficulties, we may not be able to adequately staff our vessels. We may also have to increase our customer base to provide continued employment for most of our new vessels. If we are unable to operate our financial systems, our Managers are unable to operate our operations systems effectively or recruit suitable employees in sufficient numbers or we are unable to increase our customer base as we expand our fleet, our performance may be adversely affected.

Unless we set aside reserves for vessel replacement, at the end of a vessel’s useful life, our revenue will decline, which would adversely affect our cash flows and income.

As of February 24, 2023, the vessels in our current fleet had an average age of 10.5 years. Unless we maintain cash reserves for vessel replacement, we may be unable to replace the vessels in our fleet upon the expiration of their useful lives. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. We estimate the useful life of our second-hand vessels to be 25 years from the date of built. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, financial condition and results of operations will be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs or dividends.

Our ability to obtain financing on favorable terms due to the unavailability of debt and equity capital and the deterioration of the global banking markets may adversely impact our business. If economic conditions globally continue to be volatile, it could impede our operations.

Although capital markets have improved since 2008, when banks and other financial institutions active in the shipping industry became increasingly unwilling to provide credit, the shipping industry remains negatively affected by the scarcity of credit and the cost of financing has increased. Financing institutions have increased interest rate margins or even ceased funding for certain shipping companies. Furthermore, vessels older than 15 years old may not be financed by banks and other financial institutions at all. Any further deterioration of the global banking markets may decrease the availability of financing or refinancing on acceptable terms when needed, and we may be unable to meet our debt obligations as they become due.

Despite the uncertainty of growth in China with 8.1% global gross domestic product (''GDP'') increase for 2021, a 3% increase in 2022, a 5.2% and 4.5% global GDP forecasted increase for 2023 and 2024, respectively, following the recent lifting of Covid-19 restrictions, the projected economic growth in the U.S. and the E.U. with a forecast for 1.4% and 0.7% GDP growth for 2023, respectively, any adverse developments in relation to trade war, Ukraine war or Covid-19 may affect credit markets globally and increase volatility of global economic conditions which could impede our results of operations and financial condition.

If we are unable to obtain additional secured indebtedness, we may be unable to refinance our existing indebtedness and may not be able to finance a fleet replacement and expansion program in the future, any of which would have a material adverse effect on our business, financial condition and results of operations.

Global financial markets and economic conditions have been volatile. Future financing and investing activities may involve refinancing of certain existing debt near or upon maturity and the financing of future fleet replacement and expansion. Our ability to refinance existing indebtedness, or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality of our charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial markets and contingencies and uncertainties that are beyond our control. To the extent that we are unable to enter into new credit facilities and obtain such additional secured indebtedness on terms acceptable to us, we will need to find alternative financing. In addition, we may also be liable for other damages for breach of contract. A failure to satisfy our financial commitments could result in the acceleration of our indebtedness and foreclosure on our vessels. Such events, if they occurred, would adversely affect our business, financial condition and results of operations.

The aging of our fleet and our acquisitions of second-hand vessels may result in increased operating costs in the future, which could adversely affect our ability to operate our vessels profitably.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. As of February 24, 2023, the average age of the vessels in our current fleet was 10.5 years. As our vessels age, they may become less fuel and energy efficient and more costly to maintain and will not be as advanced as more recently constructed vessels due to improvements in design and engine technology. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations, safety or other equipment standards related to the age of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which our vessels may engage, which could adversely affect our ability to operate our vessels profitably. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

Twenty-five vessels in our fleet were over ten years old as of December 31, 2022. We may encounter higher operating and maintenance costs due to the age and condition of those vessels. In addition, if in the future we acquire additional second-hand vessels, such vessels may develop unexpected mechanical and operational problems despite adherence to regular survey schedules and proper maintenance. We cannot obtain the same knowledge about the condition of a second-hand vessel compared to a newbuild through the performed inspection prior to the purchase of such second-hand vessel nor about the cost of any required (or anticipated) repairs that we would have had if this vessel had been built for and operated exclusively by us. We will have the benefit of warranties on newly constructed vessels; we may not receive the benefit of warranties on second-hand vessels.

Due to our lack of vessel diversification, supply chain issues and adverse developments in the drybulk transportation business could adversely affect our business, financial condition and operating results.

We derive all our revenues exclusively from our business operations in the drybulk transportation industry, unlike other shipping companies which have vessels that carry liquefied gas, crude oil and oil products. Since we depend exclusively on the transport of drybulk, an adverse market development in the drybulk sector of the transportation industry, such as the reduction of coal trade due to environmental concerns or the disruption of the grains trade due to war in Ukraine could therefore have a stronger impact on our business, results of operations, cash flows and financial condition, than if we had multiple sources of revenues, lines of businesses or types of assets.

As a result of discontinuance of LIBOR quotations, our existing LIBOR-based borrowings will be converted to alternative reference rates, such as SOFR, plus a spread adjustment, which could result in higher interest costs than if LIBOR remained available, and could have a material adverse effect on our operating results, cash flows, and financial condition.

In July 2017, the U.K. Financial Conduct Authority ("FCA") announced that it would phase out LIBOR as a benchmark by the end of 2021. In March 2021, the FCA and ICE Benchmark Administration Limited (the administrator of LIBOR) announced that all LIBOR settings would either cease to be published by any benchmark administrator, or no longer be representative immediately after December 31, 2021 for all GBP, EUR, CHF and JPY LIBOR rates and one-week and two-month USD LIBOR settings, and immediately after June 30, 2023 for overnight and one, three, six and twelve-month USD LIBOR settings. In January 1, 2022, publication of one-week and two-month USD LIBOR ceased, and regulated U.S. financial institutions are no longer permitted to enter into new contracts referencing any LIBOR settings.

The Alternative Reference Rates Committee (the “ARRC”), a committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York, has proposed replacing USD LIBOR with SOFR, a new index based on trading in overnight repurchase agreements. The methodology of calculating SOFR is different to that of LIBOR, as SOFR is calculated using short-term repurchase agreements backed by U.S. Treasury securities and is backward looking, while LIBOR is an estimated forward-looking rate and relies, to some degree, on the expert judgment of submitting panel members. In addition since SOFR is a secured rate backed by government securities, it does not take into account bank credit risk (as is the case with LIBOR). SOFR also may be more volatile than LIBOR. In July 2021, the ARRC formally recommended the use of forward-looking term rates based on SOFR published by CME Group (the “Term SOFR”) on commercial loans. While Term SOFR matches more closely the term structure and forward-looking features of LIBOR, as a calculation based on a secured overnight financing rate it still does not match the credit risk-sensitive nature of LIBOR as an unsecured term rate. At this time, there is no guarantee that such transition from LIBOR to SOFR will not result in financial market disruptions.

As of December 31, 2022, our obligations under our secured credit facilities, which accrue interest based on LIBOR with maturities extending past June 30, 2023 amounted to approximately $228.1 million. We have already agreed upon the replacement benchmark on $10.5 million of such facilities and will need to negotiate the replacement benchmark rate with SOFR on the remainder of the facilities. In addition, any other contracts entered into in the ordinary course of business, which currently refer to, use or include LIBOR may also be impacted. According to current market practice, existing LIBOR-based borrowings will be converted to SOFR-based plus a spread adjustment, to account for the different methodology of the two benchmark rates. The differences between LIBOR and SOFR, plus the recommended spread adjustment, could result in higher interest costs than if LIBOR remained available, which could have a material adverse effect on our operating results, cash flows, financial condition, and ability to pay dividends.

Our financial instruments may require changes to documentation as well as enhancements and modifications to systems, controls, procedures and models, which could present operational and legal challenges for us and counterparties. There can be no assurance that we will be able to modify all existing financial instruments before the discontinuation of LIBOR which could have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and cash flows.

We are and will be exposed to floating interest rates and may selectively enter into interest rate derivative contracts, which can result in higher than market interest rates and charges against our income.

The loans under our credit facilities are generally advanced at a floating rate based on LIBOR or SOFR, which is volatile and can affect the amount of interest payable on our debt, and which, in turn, could have an adverse effect on our earnings and cash flow. In order to manage our exposure to interest rate fluctuations, we may, from time to time, use interest rate derivatives to effectively fix some of our floating rate debt obligations. As of February 24, 2023, we do not have any interest rate hedging arrangements in place. Our financial condition could be materially adversely affected at any time that we have not entered into interest rate hedging arrangements to hedge our exposure to the interest rates applicable to our credit facilities and any other financing arrangements we may enter into in the future. Moreover, even if we have entered into interest rate swaps or other derivative instruments for purposes of managing our interest rate exposure, our hedging strategies may not be effective and we may incur substantial losses. The use of interest rate derivatives may affect our results through mark to market valuation of

these derivatives, while adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our liquidity.

Entering into swaps and derivatives transactions is inherently risky and presents various possibilities for incurring significant losses. The derivatives strategies that we employ in the future may not be successful or effective, and we could, as a result, incur substantial additional interest costs. The effectiveness of interest rate derivative contracts may also be impacted by the transition from LIBOR to SOFR or other alternative rates.

Because we generate substantially all of our revenues in U.S. dollars but incur a material portion of our expenses in other currencies, including our management fees and investments in Scrubbers and BWTS, and also incur a material portion of our indebtedness and our capital expenditure requirements in other currencies, exchange rate fluctuations could have a material adverse effect on our business, financial condition and results of operations.

We generate substantially all of our revenues in U.S. dollars, but in 2022 we incurred approximately 26.6% of our vessel operating expenses in currencies other than the U.S. dollar, of which 61.1% was denominated in Euros. In addition, we incurred the majority of our management fees in Euros, and this will continue in the future. In February 2022, one of our subsidiaries issued a non-amortising unsecured bond in the amount of €100,000,000, which is listed in the Athens Stock Exchange (the "Bond"). The Bond is guaranteed by us and pays a coupon of 2.95% on a semi-annual basis. It matures in February 2027 and may be redeemed at our option in part or in full after February 2024, subject to the payment of a premium ranging from 1.5% to 0.5% of the redeemed amount depending on the timing of the redemption. We have entered into arrangements to counterbalance the currency risk arising from the Bond redemption for 40% of the outstanding amount, while we have not entered into any arrangements to counterbalance the currency risk arising from the coupon payments. As of December 31, 2022, all of our secured indebtedness, as well as the amounts due under the contracts for the acquisition of the nine newbuild vessels currently in our orderbook, were denominated in U.S. dollars. We have historically entered into shipbuilding contracts and purchase of vessels whereby part of the contract price was payable in Japanese yen and Singapore dollars. Also, new credit facilities and financing agreements, purchase of vessels or newbuild contracts may be denominated in or permit conversion into currencies other than the U.S. dollar. The use of different currencies could lead to fluctuations in our net income due to changes in the value of the U.S. dollar relative to other currencies, in particular the Euro and the Japanese yen. We have only partially hedged our overall currency exposure, and, as a result, our results of operations and financial condition, denominated in U.S. dollars, and our ability to pay dividends, could suffer.

Inflation pressures across the world economies and the rise in central bank rates could lead to subpar economic growth, declining market conditions and eventually contraction for a number of emerging and advanced economies, hamper the fragile recovery of world economies and could adversely affect dry-bulk world trade and freight markets, the cost of our capital, financing, loan and credit facilities and the cost of our overall indebtedness which could have a material adverse effect on our business, financial condition and results of operations.

The world economy is facing a number of challenges related to geopolitical tensions, which have or may be developed to conflicts such as the Russian war in Ukraine and tensions between the United States and China in relation to Taiwan and the South China Sea region, as well as pandemics that have occured (Covid-19), or may appear in the future. Such events have led to large scale disruptions including disruptions in the supply chains, energy and commodity markets and subsequently to a high inflation environment. Global inflation is expected to reach 8.8% in 2022 and there are projections of a gradual reduction to 6.6% in 2023, still well above pre-pandemic levels of about 3.5%, as per the International Monetary Fund January 2023 World Economic Outlook forecast.

Central banks have increased interest rates to combat inflation. The Federal Reserve has aggressively increased the federal fund interest rate by 450 basis points during the last twelve months to 4.75%, and the European Central Bank has raised interest rates by 300 basis points to 3.25% during the last twelve months, both with the intention to either further increase and/or maintain such high interest rates as long as it is needed.

As a result, global economic conditions and global financial markets have been, and continue to be, volatile and certain countries may face recession and uncertainty surrounding the potential for continued economic growth, which could lead to reduced demand for transportation of dry-bulk commodities and reduced charter rates. Global growth is projected to fall from an estimated 3.4% in 2022 to 2.9% in 2023 as per the International Monetary Fund January 2023 World Economic Outlook forecast.

Tighter monetary conditions and lower growth or recession as a result of the inflationary environment could potentially affect the financial and debt stability.We cannot predict how long the current global inflationary conditions and high interest rates will last. In addition, the recent developments in Ukraine led to increased economic uncertainty amidst fears of a more

generalized military conflict or further significant inflationary pressures, due to the increases in fuel prices following the sanctions imposed on Russia. Industry-wide inflationary pressures may affect the shipping industry in general and dry-bulk shipping specifically and could adversely affect our business and financial results by reducing our revenue due to low freight market conditions, increasing the costs of financing, loan and credit facilities, the cost of our operating expenses including our crew cost and our overall indebtedness, which could have a material adverse effect on our business, financial condition and results of operations.

Restrictive covenants in our existing credit facilities and financing agreements including our Bond, impose, and any future credit facilities and financing agreements will impose, financial and other restrictions on us, and any breach of these covenants could result in the acceleration of our indebtedness and foreclosure on our vessels.

We have substantial indebtedness. As of December 31, 2022, we had $422.6 million outstanding under our credit facilities and financing agreements.

Our existing credit facilities and financing agreements impose, and any future credit facility and financing agreement will impose, operating and financial restrictions on us. These restrictions generally limit our ability to, among other things:

•pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend;

•enter into certain long-term charters without the lenders’ consent;

•incur additional indebtedness, including through the issuance of guarantees;

•change the flag, class or management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;

•create liens on their assets;

•make loans;

•make investments;

•make capital expenditures;

•undergo a change in ownership or control or permit a change in ownership and control of our Managers;

•sell the vessel mortgaged under such facility; and

•change our chief executive officer.

Therefore, we may need to seek permission from our lenders in order to engage in some corporate actions. Our lenders’ interests may be different from ours, and we cannot guarantee that we will be able to obtain our lenders’ permission when needed. This may limit our ability to pay dividends to our shareholders, finance our future operations or pursue business opportunities.

Certain of our existing credit facilities require our subsidiaries to maintain financial ratios and satisfy financial covenants. Depending on the credit facility, certain of our subsidiaries are subject to financial ratios and covenants requiring that these subsidiaries:

•ensure that the market value of the vessel mortgaged under the applicable credit facility, determined in accordance with the terms of that facility, does not fall below 112%, 115%, 120% or 135%, as the case may be (the “Minimum Value Covenant”);

•maintain at all times a minimum cash balance per vessel with the respective lender from $200,000 to $500,000 as the case may be; and

•ensure that we comply with certain financial covenants under the guarantees described below.

In addition, under our loan agreements or under guarantees we have entered into with respect to certain of our subsidiaries’ credit facilities including our Bond, we are subject to financial covenants. Depending on the facility, these financial covenants include the following as of February 24, 2023:

•our total consolidated liabilities divided by our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets), must not exceed 85% (the “Consolidated Leverage Covenant”);

•our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less our total consolidated liabilities must not be less than $150 million (the “Net Worth Covenant”);

•our ratio of its EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis (the “EBITDA Covenant”);

•a minimum of 30% or 35%, as the case may be, of our voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities and in the case of one facility, Polys Hajioannou is required to beneficially hold a minimum of 20% of the voting and ownership rights (the “Control Covenant”): and

•payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends.

Failure to meet our payment and other obligations or to maintain compliance with the applicable financial covenants could lead to defaults under our secured credit facilities. Our lenders could then accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit facilities. The loss of these vessels would have a material adverse effect on our business, financial condition and results of operations.

The declaration and payment of dividends will always be subject to the discretion of our board of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future.

In March 2022, we declared and paid a cash dividend of $0.05 per share of Common Stock, and have since declared and paid another four consecutive cash dividends, each of $0.05 per share of Common Stock. The March 2022 dividend was the first one we paid on our shares of Common Stock since August 2015. The declaration and payment of future dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. There is no guarantee that the Company’s Board of Directors will determine to issue cash dividends in the future. The timing and amount of any dividends declared will depend on, among other things: (i) the Company’s earnings, fleet employment profile, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to the Company’s growth, fleet renewal and leverage strategies; (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends; (iv) restrictive covenants in the Company’s existing and future debt instruments; and (v) global economic and financial conditions. Therefore, we might continue not paying dividends on our shares of Common Stock in the future.

There may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends based upon, among other things:

•the rates we obtain from our charters as well as the rates obtained upon the expiration of our existing charters;

•the level of our operating costs;

•the level of our general and administrative costs;

•the number of unscheduled off-hire days and the timing of, and number of days required for, scheduled drydocking of our ships;

•vessel acquisitions and related financings;

•level of indebtedness;

•restrictions in our loan and credit facilities and in any future debt facilities;

•prevailing global and regional economic and political conditions;

•the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;

•the amount of cash reserves established by our board of directors; and

•restrictions under Marshall Islands and Liberian law.

We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, if any. Our growth and fleet renewal strategies contemplate that we will finance the acquisition of our contracted newbuilds or selective acquisitions of second-hand vessels through a combination of cash on hand, our operating cash flow and debt financing or equity financing. If financing is not available to us on acceptable terms, our board of directors may decide to finance or refinance such acquisitions with a greater percentage of cash from

operations to the extent available, which would reduce or even eliminate the amount of cash available for the payment of dividends. We may also enter into other agreements that will restrict our ability to pay dividends.

Under the terms of certain of our existing credit facilities, we are not permitted to pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend. We expect that any future credit facilities will also have restrictions on the payment of dividends. In addition, cash dividends on our Common Stock are subject to the priority of dividends on the 804,950 outstanding shares of Series C Preferred Shares and 3,195,050 outstanding shares of Series D Preferred Shares as of December 31, 2022.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. Our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit and loan facilities, we are subject to financial and other covenants, which may limit our ability to pay dividends. We also may not have sufficient surplus or net profits in the future to pay dividends.

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income.

We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to make dividend payments.

We are a holding company and our subsidiaries, which are all wholly-owned by us, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly-owned subsidiaries and cash and cash equivalents held by us. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by a claim or other action by a third party, including a creditor, and the laws of the Republic of Liberia, the Republic of the Marshall Islands where our vessel-owning subsidiaries are incorporated, and of the Republic of Cyprus, where one of our subsidiaries, the holding company of four of our vessel-owning subsidiaries, is incorporated, which regulate the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends.

We depend on our Managers to operate our business and our business could be harmed if our Managers fail to perform their services satisfactorily.

Pursuant to our management agreements with our Managers (the “Management Agreements”), our Managers provide us with technical, administrative and commercial services (including vessel maintenance, crewing, purchasing, shipyard supervision, insurance, assistance with regulatory compliance, financial services and office space) and our executive officers. Our operational success depends significantly upon our Managers’ satisfactory performance of these services. Our business would be harmed if our Managers failed to perform these services satisfactorily. In addition, if either of the Management Agreements were to be terminated, expire or if their terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace such services, and even if replacement services were immediately available, the terms offered could be less favorable than those under our Management Agreements.

Our ability to compete for and enter into charters and to expand our relationships with our existing charterers will depend largely on our relationship with our Managers and their reputation and relationships in the shipping industry. If our Managers suffer material damage to their reputation or relationships, it may harm our ability to:

•renew existing charters upon their expiration;

•obtain new charters;

•successfully interact with shipyards during periods of shipyard construction constraints;

•obtain financing on commercially acceptable terms;

•maintain satisfactory relationships with our charterers and suppliers; and

•successfully execute our business strategies.

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, financial condition and results of operations.

Although we may have rights against our Managers if they default on their obligations to us, investors in us will have no recourse against our Managers.

Our Managers are permitted to provide certain management services to affiliates and third parties under the specific restrictions of our Management Agreements. Although our Managers are required to provide preferential treatment to our vessels with respect to chartering arrangements under the Management Agreements, our Managers’ time and attention may be diverted from the management of our vessels in such circumstances. Further, we will need to seek approval from our lenders to change our Managers.

Management fees are payable to our Managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations.

Pursuant to our Management Agreements, we pay our Managers a daily ship management fee of €875 per vessel and Safe Bulkers Management an annual ship management fee of €3.5 million for providing commercial, technical and administrative services (see the section entitled “Item 5. Operating and Financial Review and Prospects - A. Operating Results - General and Administrative Expenses” for more information). In addition, we pay our Managers certain commissions and fees with respect to vessel purchases, sales and newbuilds. The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses, crewing costs, insurance premiums, commissions and certain company administration expenses such as directors’ and officers’ liability insurance, legal and accounting fees and other similar company administration expenses, which are reimbursed or paid by us. The management fees are payable whether or not our vessels are employed, and regardless of our profitability, and we have no ability to require our Managers to reduce the management fees if our profitability decreases, which could have a material adverse effect on our business, financial condition and results of operations. The latest expiration date of the Management Agreements with our Managers is May 2027. We expect to enter into new agreements with the Managers upon their expiration; however, the terms upon which the new management agreements will be entered into are unknown at this time and may be less favorable to the Company than those currently in place.

All of our Managers are privately held companies, and there is little or no publicly available information about them; an investor could have little advance warning of problems affecting our Managers that could have a material adverse effect on us.

The ability of our Managers to continue providing services for our benefit will depend in part on their own financial strength. Circumstances beyond our control could impair our Managers’ financial strength. Because our Managers are privately held, it is unlikely that information about their financial strength would become public or available to us prior to any default by our Managers under the Management Agreements. As a result, we may, and our investors might, have little advance warning of problems that affect our Managers, even though those problems could have a material adverse effect on us.

Our chief executive officer also controls our Managers, which could create conflicts of interest between us and our Managers.

Our chief executive officer, Polys Hajioannou, controls both of our Managers. Polys Hajioannou, directly and through entities controlled by him, owns approximately 40.70% of our outstanding Common Stock as of February 24, 2023 (see “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for more information). These relationships could create conflicts of interest between us, on the one hand, and our Managers, on the other hand. These conflicts may arise in connection with the chartering, purchase, sale and operation of the vessels in our fleet versus vessels owned or chartered-in by other companies affiliated with our Managers or our chief executive officer. To the extent we elect not to exercise our right of first refusal with respect to any drybulk vessel that may be acquired by companies affiliated with our chief executive officer, such companies could acquire and operate such drybulk vessels in competition with us. In addition, although under our Management Agreements our Managers will be required to first provide us any chartering opportunities in the drybulk sector, our Managers are not prohibited from giving preferential treatment in other areas of its management to vessels that are beneficially owned by related parties. In addition, under our restrictive covenant arrangements with Mr. Hajioannou and certain entities affiliated with him, he and such entities may own, operate or finance a maximum of eight drybulk vessels on the water at any one time or enter into an unlimited number of contracts with shipyards for newbuild drybulk vessels as part of his estate or family planning. Any such drybulk vessels are not required to be managed by either of our Managers, and Mr. Hajioannou and his related entities are not required to first provide chartering opportunities to us with respect to such vessels. Additionally, our restrictive covenant arrangements permit Mr. Hajioannou to acquire up to a 35% ownership stake in any Minority Invested Business (as defined below) developed from a permitted acquisition, subject to certain requirements, including a commitment

that, unless approved by the majority of our independent directors, no drybulk vessels owned by such Minority Invested Business will be managed by either of our Managers or any other person or entity in which Mr. Hajioannou has an ownership interest. These conflicts of interest may have an adverse effect on our business, financial condition and results of operations.

While we adhere to high standards of evaluating related party transactions, agreements between us and other affiliated entities may be challenged as less favorable than agreements that we could obtain from unaffiliated third parties.

We have entered into various transactions with Mr. Hajioannou, our Chairman and Chief Executive Officer, and entities controlled by and/or affiliated with Mr. Hajioannou. For example, in 2017, we sold one drybulk vessel to an entity owned by Mr. Hajioannou. While we believe this transaction was properly evaluated and approved by an independent special committee of our board of directors, certain terms related to the transaction, including price, may be challenged to be on terms that are less favorable to us than terms that would have otherwise been agreed upon with unaffiliated third-parties. Future transactions with Mr. Hajioannou and entities controlled by and/or affiliated with Mr. Hajioannou may undergo scrutiny by our shareholders, the media or others and result in a challenge of the terms associated with any such transaction.

Our business depends upon certain employees who may not necessarily continue to work for us; if such employees were no longer to be affiliated with us, our business, financial condition and results of operation could suffer.

Our future success depends, to a significant extent, upon our chief executive officer, Polys Hajioannou, and certain other members of our senior management and of our Managers. Polys Hajioannou has substantial experience in the drybulk shipping industry and for over 30 years has worked with us, our Managers and their predecessor. He and other members of our senior management and of our Managers manage our business and their performance is crucial to the execution of our business strategies and to the growth and development of our business. If these individuals were no longer to be affiliated with us or our Managers, or if we were to otherwise cease to receive advisory services from them, we may be unable to recruit other employees with equivalent talent and experience, and our business and financial condition could suffer. We do not maintain, and do not intend to maintain, “key man” life insurance on any of our executive officers.

The provisions in our restrictive covenant arrangements with our chief executive officer and certain entities affiliated with him restricting their ability to compete with us, like restrictive covenants generally, may not be enforceable.

Our chief executive officer, Polys Hajioannou, and certain entities affiliated with him have entered into restrictive covenant agreements with us under which they are precluded from competing with us during either (i) with respect to Polys Hajioannou, the term of his service with us as executive and director and for one year thereafter, or (ii) with respect to entities affiliated with Polys Hajioannou, during the term of the Management Agreements and for one year following the termination of our Management Agreements, in each case subject to certain exceptions. Courts generally do not favor the enforcement of such restrictions, particularly when they involve individuals and could be construed as infringing on such individuals’ ability to be employed or to earn a livelihood. Our ability to enforce these restrictions, should it ever become necessary, will depend upon the circumstances that exist at the time enforcement is sought. A court may not enforce the restrictions as written by way of an injunction and we may not necessarily be able to establish a case for damages as a result of a violation of the restrictive covenants.

Our vessels call on ports located in Iran and Syria, which are identified by the United States government as state sponsors of terrorism and are subject to United States economic sanctions, which could be viewed negatively by investors and adversely affect the trading price of our Common Stock and Preferred Shares.

From time to time, vessels in our fleet have called and/or may call on ports located in countries identified by the United States government as state sponsors of terrorism and subject to United States economic sanctions. From January 1, 2020 through December 31, 2020, vessels in our fleet did not make any calls on ports in Iran and Syria out of a total of 809 calls made on worldwide ports. From January 1, 2021 through December 31, 2021, vessels in our fleet did not make any calls on ports in Iran and Syria out of a total of 680 calls made on worldwide ports. From January 1, 2022 through December 31, 2022, vessels in our fleet did not make any calls on ports in Iran and Syria out of a total of 690 calls made on worldwide ports. Iran and Syria are identified by the United States government as state sponsors of terrorism. Although these designations and controls do not prevent our vessels from making calls on ports in these countries, potential investors could view such port calls negatively, which could adversely affect our reputation and the market for our Common Stock. Investor perception of the value of our Common Stock may be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Our policy is for our vessels to avoid making calls on ports in Iran and Syria unless, in the case of Iran, the charterer represents to us that the cargo is not in contravention with any E.U., U.S. or United Nation sanctions and the export of such cargo has been authorized by the Office of Foreign Assets Control of the U.S. Department of the Treasury.

If our vessels call on ports located in countries that are subject to sanctions and embargoes imposed by the U.S. or other governments, it could adversely affect our reputation and the market for our shares. The U.S. government and other authorities have made certain countries subject to certain sanctions and embargoes or have identified countries or other authorities as state sponsors of terrorism. From time to time, on charterers’ instructions, our vessels may call on ports located in such countries. Sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.In addition, charterers and other parties that we have previously entered into contracts with regarding our vessels may be affiliated with persons or entities that are now or may become the subject of sanctions imposed by the U.S. government, the E.U. and/or other international bodies. If we determine that such sanctions require us to terminate existing contracts or if we are found to be in violation of such sanctions, we may suffer reputational harm and our results of operations may be adversely affected. Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretation. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our securities. For example, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. Additionally, some investors may decide to divest their interest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. The determination by these investors not to invest in, or to divest, our shares may adversely affect the price at which our shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn result in liability for the Company or negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third-parties that are unrelated to those countries or entities controlled by their governments.

See “Item 4. Information on the Company—B. Business Overview—Disclosure of activities pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934” for more information.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law; therefore, you may have more difficulty protecting your interests than shareholders of a U.S. corporation.

Our corporate affairs are governed by our articles of incorporation, our bylaws and by the Marshall Islands Business Corporations Act (“BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. The rights of shareholders of companies incorporated in the Republic of the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. While the BCA provides that it is to be interpreted according to the non-statutory laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Republic of the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction which has developed a more substantial body of case law in the corporate law area.

It may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

We are incorporated under the laws of the Republic of the Marshall Islands, and our Managers’ business is operated primarily from their offices in Limassol, Cyprus, Athens, Greece and Monaco. In addition, a majority of our directors and officers are or will be non-residents of the United States, and all of our assets and a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under the securities laws or otherwise. You may also have difficulty enforcing, both within and outside of the United States, judgments you may obtain in the United States courts against us or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. There is also substantial doubt that the courts of the Republic of the Marshall Islands, the Republic of Cyprus or Greece would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

We may be subject to lawsuits for damages and penalties.

The nature of our business exposes us to the risk of lawsuits for damages or penalties relating to, among other things, personal injury, property casualty and environmental contamination. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. However, such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Under some jurisdictions, vessels used for the conveyance of illegal drugs could subject the vessels to forfeiture to the government of such jurisdiction. Vessels in our fleet may call in ports in South America and other areas where smugglers, during vessel operations, and without our knowledge, may attempt to hide drugs and other contraband on those vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any member of the vessels' crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect on our reputational, our business, results of operations, cash flows and financial condition.

Regulatory and legal risks as a result of our global operations could have a material adverse effect on our business, results of operations and financial conditions.

Our global operations increase both the number and the level of complexity of U.S. or foreign laws and regulations applicable to us. These laws and regulations include international labor laws; U.S. laws such as the FCPA and other laws and regulations established by the Office of Foreign Assets Control; local laws such as the U.K. Bribery Act 2010; data privacy requirements like the European General Data Protection Regulation, enforceable as of May 25, 2018; and the E.U.-U.S. Privacy Shield Framework, adopted by the European Commission on July 12, 2016. We may inadvertently breach some provisions of those laws and regulations which could result in cease of business activities, criminal sanctions against us, our officers or our employees, fines and materially damage our reputation. In addition, detecting, investigating and resolving such cases of actual or alleged violations may be expensive and time consuming for our senior management.

Risks Relating to Our Common Stock and Preferred Shares

Polys Hajioannou the largest shareholder of the Company, is able to significantly influence the outcome of matters on which our shareholders are entitled to vote and its interests may be different from yours.

As of February 24, 2023, Polys Hajioannou owns or controls approximately 40.70%, of our outstanding Common Stock (see “Item 7. Major Shareholders and Related Party Transactions – A. Major Shareholders” for more information). Polys Hajioannou is the largest shareholder of the Company and is able to significantly influence the outcome of matters on which our shareholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions including mergers, sales of assets or other similar transactions. The interests of Polys Hajioannou may be different from yours.

Our status as a foreign private issuer within the rules promulgated under the Exchange Act exempts us from certain requirements of the SEC and NYSE.

We are a “foreign private issuer” within the rules promulgated under the Exchange Act. Under the NYSE listing rules, a foreign private issuer may elect to comply with the practice of its home country and to not comply with certain NYSE corporate

governance requirements, including the requirements that (a) a majority of the board of directors consist of independent directors, (b) a nominating and corporate governance committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (c) a compensation committee be established that is composed entirely of independent directors and has a written charter addressing the committee’s purpose and responsibilities, (d) an annual performance evaluation of the nominating and corporate governance and compensation committees be undertaken and (e) the obligation to obtain shareholder approval in connection with certain issuances of authorized stock or the approval of, and material revisions to, equity compensation plans. Moreover, we are not required to comply with certain requirements of the SEC that domestic issuers are required to comply with, including (a) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K, (b) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (c) the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information and (d) the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within less than six months). Therefore, you will not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements or SEC requirements.

For example, in reliance on the foreign private issuer exemption to the NYSE listing rules, a majority of our board of directors may not consist of independent directors; our board’s approach may therefore be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company may be more limited than if we were subject to the NYSE listing rules. Because of these exemptions, investors are not afforded the same protections or information generally available to investors holding shares in public companies organized in the U.S.

See “Item 16G. Corporate Governance” for more information.

Future sales of our Common Stock could cause the market price of our Common Stock to decline and our existing shareholders may experience significant dilution.

We may issue additional shares of our Common Stock in the future and our shareholders may elect to sell large numbers of shares held by them from time to time, subject to applicable restrictions and limitations under Rule144 of the Securities Act.

In April 2011, we issued and sold 5,000,000 shares of Common Stock in a public offering. The gross proceeds of the April 2011 public offering were approximately $42.0 million. In March 2012, we issued and sold 5,750,000 shares of Common Stock in a public offering. The gross proceeds of the March 2012 public offering were approximately $37.4 million. In November 2013, we issued and sold 5,750,000 shares of Common Stock in a public offering. Concurrently with that public offering, we issued and sold 1,000,000 shares of Common Stock to an entity associated with our chief executive officer, Polys Hajioannou, in a private placement. The gross proceeds of the November 2013 public offering and private placement were approximately $50.2 million. In December 2016, we issued and sold 15,640,000 shares of Common Stock in a public offering, in which an entity associated with Polys Hajioannou purchased 2,727,272 shares of Common Stock. The gross proceeds of the December 2016 public offering were approximately $17.2 million. In April 2017, we completed an exchange offer (the “Exchange Offer”) for our Series B Cumulative Redeemable Perpetual Preferred Shares, par value $0.01 per share, liquidation preference $25.00 per share (“Series B Preferred Shares”), in which we issued an additional 2,212,508 shares of Common Stock to holders of Series B Preferred Shares who tendered such preferred shares in the Exchange Offer.

In November 2018, one of our subsidiaries entered into a memorandum of agreement with an unaffiliated seller to acquire a Japanese-built, dry-bulk Post-Panamax class resale newbuild vessel. We had the option to finance up to 50% of the purchase price of the vessel through the issuance of our Common Stock to the seller. In November 2018, November 2019 and April 2020, we exercised our option and issued 1,441,048, 3,963,964 and 2,951,699 shares of our Common Stock respectively to the seller, to finance the first installment of $3.3 million, the second installment of $6.6 million and part of the third installment of $3.3 million, respectively of the purchase price of the vessel.

Sales of a substantial number of shares of our Common Stock in the public market, or the perception that these sales could occur, may depress the market price for our Common Stock. These sales could also impair our ability to raise additional capital through the sale of our equity securities in the future.

Our existing shareholders may also experience significant dilution in the future as a result of any future offering.

We also entered into a registration rights agreement in connection with our initial public offering with Vorini Holdings Inc., one of our principal shareholders, pursuant to which we have granted it and certain of its transferees the right, under

certain circumstances and subject to certain restrictions, to require us to register under the Securities Act of 1933, as amended (the “Securities Act”), shares of our Common Stock held by them. Under the registration rights agreement, Vorini Holdings Inc. and certain of its transferees have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. Registration of such shares under the Securities Act would, except for shares purchased by affiliates, result in such shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration.

The market price of our Common Stock may be adversely affected by sales of substantial amounts of our Common Stock pursuant to our ATM Program.

In August 2020, the Company filed a prospectus supplement with the SEC and entered into a sales agreement (the “Sales Agreement”) with a sales agent (the “Sales Agent”), under which we may offer and sell shares of Common Stock from time to time up to aggregate net offering proceeds of $23.5 million through an ATM Program. In May 2021, the Company filed a supplement to the August 2020 prospectus supplement and increased its potential net offering proceeds under the ATM Program to $100.0 million. As of December 31, 2021, the Company had offered to sell and had sold 19,417,280 shares of common stock and had received aggregate net offering proceeds of $71.5 million under the ATM Program. The Company had not offered to sell and has not sold any additional common shares under the ATM Program in the fourth quarter of 2021 or in 2022, as of February 24, 2023.

Subject to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver notices to the sales agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by the Sales Agent after delivering a notice will fluctuate based on the market price of the shares of Common Stock during the sales period and limits we set with the Sales Agent. Because the sales of the shares offered hereby are made directly into the market or in negotiated transactions, the prices which we sell these shares will vary and these variations may be significant. Purchasers of the shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly below the price at which they invested. Furthermore, all of our shares of Common Stock sold in the offering will be freely tradable without restriction or further registration under the Securities Act. As a result of this offering, a substantial number of our shares of Common Stock may be sold in the public market or may cause the perception that these sales could occur, either of, which may cause the market price of our Common Stock to decline. This could make it more difficult for you to sell your shares of Common Stock at a time and price that you deem appropriate and could impair our ability to raise capital through the sale of additional equity securities.

We may adopt share repurchase programs which may affect the market for our Common Stock and Preferred Shares, including affecting our share price or increasing share price volatility.

The Company may, from time to time, repurchase Common Stock or Preferred Shares in the open market, in privately negotiated transactions or otherwise, depending upon several factors, including market and business conditions, the trading price of our Common Stock and other investment opportunities. The repurchase programs may be limited, suspended or discontinued at any time without prior notice. In June 2019, we announced a share repurchase program under which we could, from time to time, purchase up to 5,000,000 shares of Common Stock in the aggregate on the open market. In March 2020, we expanded such share repurchase program to provide for the repurchase of an additional 1,500,000 shares of Common Stock on the open market. In March 2020, we announced a preferred share repurchase program under which we could, from time to time, purchase up to 100,000 shares of each of our Series C Preferred Shares and Series D Preferred Shares on the open market. Additionally, In March 2022, we issued a notice of redemption of 1,492,554 of the outstanding Series C Preferred Shares. The redemption was completed on April 29, 2022, at a redemption price of $25.00 per Series C Preferred Share in the amount of $37.3 million plus all accumulated and unpaid dividends to, but excluding, the redemption date, of $0.7 million. Following the redemption, there were 804,950 Series C Preferred Shares outstanding, as of December 31, 2022. In June 2022, we authorized a program under which we could, from time to time, purchase up to 5,000,000 shares of Common Stock in the aggregate on the open market. As of February 24, 2023, 2,807,418 shares of common stock had been repurchased and cancelled under the repurchase program. Repurchases of our Common Stock or Preferred Shares pursuant to any repurchase programs could affect our stock price and increase trading volatility.

There is no guarantee of a continuing public market for you to resell our common or preferred stock.

Our Common Stock and Preferred Shares trade on the NYSE. We cannot assure you that an active and liquid public market for our Common Stock or Preferred Shares will continue, which would likely have a negative effect on the price of our

Common Stock or Preferred Shares, as applicable, and impair your ability to sell or purchase our Common Stock or Preferred Shares, as applicable, when you wish to do so.

If our Common Stock falls below the continued listing standard of $1.00 per share or otherwise fails to satisfy any of the NYSE continued listing requirements, and if we are unable to cure such deficiency during any subsequent cure period, our Common Stock could be delisted from the NYSE. If our Common Stock ultimately were to be delisted for any reason, we could face significant material adverse consequences, including:

•limited availability of market quotations for our Common Stock;

•a limited amount of news and analyst coverage for us;

•a decreased ability for us to issue additional securities or obtain additional financing in the future;

•limited liquidity for our shareholders due to thin trading; and

•loss of preferential tax rates for dividends received by certain non-corporate United States holders, loss of “mark-to-market” election by United States holders in the event we are treated as a ''passive foreign investment company'', and loss of our tax exemption under Section 883 of the Internal Revenue Code of 1986, as amended (the “Code”).

We have adopted a shareholders rights plan which could make it more difficult for a third-party to acquire us while the plan remains in effect.

We have in effect a shareholders rights plan that is intended to enable all shareholders to realize the long-term value of their investment in the Company and to protect against any person or group from gaining control of the Company through coercive or otherwise unfair takeover tactics. The shareholders rights plan is not intended to deter offers that are fair and otherwise in the best interests of the Company’s shareholders. In connection with the Company’ s adoption of the shareholders rights plan, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of our Common Stock. The Rights will be exercisable on the earlier of (1) the tenth day after the public announcement that a person or group acquires ownership of 10% or more of the Company’s Common Stock without the approval of the Board or (2) the tenth business day (or such later date as determined by the Board) after a person or group announces a tender or exchange offer which would result in that person or group holding 10% or more of the Company’s Common Stock. Polys Hajioannou, the Company’s Chairman and chief executive officer, and his brother Nicolaos Hadjioannou are excluded persons for purposes of the shareholders rights plan and shares of our Common Stock held by Mr. Hajioannou or Mr. Hadjioannou and entities controlled by and/or affiliated or associated with Mr. Hajioannou or Mr. Hadjioannou or members or their respective families are not subject to the restrictions of the shareholders rights plan.

The Rights also become exercisable if a person or group that already beneficially owns 10% or more of our Common Stock (other than one or more of the excluded persons described above) acquires any additional shares of our Common Stock without the approval of the Board. If the Rights become exercisable, all Rights holders (other than the person or group triggering the Rights) will be entitled to acquire certain of our securities at a substantial discount. The Rights may substantially dilute the stock ownership of a person or group attempting to take over our company without the approval of the Board, and the rights plan could make it more difficult for a third-party to acquire our company or a significant percentage of our outstanding shares of Common Stock, without first negotiating with the Board.

Anti-takeover provisions in our organizational documents and Management Agreements could make it difficult for our shareholders to replace or remove our current board of directors and together with our adoption of a shareholders rights plan could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of the shares of our Common Stock.

Several provisions of our articles of incorporation and bylaws could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. These provisions:

•authorize our board of directors to issue “blank check” preferred stock without shareholder approval;

•provide for a classified board of directors with staggered, three-year terms;

•prohibit cumulative voting in the election of directors;

•authorize the removal of directors only for cause;

•prohibit shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at shareholder meetings; and

•provide that special meetings of our shareholders may only be called by the chairman of our board of directors, chief executive officer or a majority of our board of directors.

Pursuant to our shareholders rights plan any person that attempts to acquire us without the approval of our board of directors may have their shareholdings substantially diluted.

Each Manager may terminate the applicable Management Agreement prior to the end of its term if there is a change in directors after which at least one of the members of our board of directors is not a continuing director. “Continuing directors” means, as of any date of determination, any member of our board of directors who was (a) a member of our board of directors on May 29, 2018 or (b) nominated for election or elected to our board of directors with the approval of a majority of the directors then in office who were either directors on May 29, 2018 or whose nomination or election was previously so approved. In the event that either Management Agreement is so terminated, the Company shall pay to Safe Bulkers Management an amount in cash equal to the Management Fees paid or payable to either Manager, in the aggregate, during the 36 months preceding the applicable termination.

These anti-takeover provisions, including the provisions of our shareholders rights plan, could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our Common Stock and your ability to realize any potential change of control premium.

The amount of cash we have available for dividends on or to redeem our Preferred Shares will not depend solely on our profitability.

The actual amount of cash we will have available for dividends or to redeem our Preferred Shares will depend on many factors, including the following:

•changes in our operating cash flow, capital expenditure requirements, working capital requirements and other cash needs;

•restrictions under our existing or future credit facilities or any future debt securities, including existing restrictions under our existing credit facilities on our ability to pay dividends if an event of default has occurred and is continuing or if the payment of the dividend would result in an event of default and restrictions on our ability to redeem securities;

•the amount of any cash reserves established by our board of directors; and

•restrictions under the laws of the Republic of the Marshall Islands, which generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cash items, and our board of directors in its discretion may elect not to declare any dividends. As a result of these and the other factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. Our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial and other covenants, which may limit our ability to pay dividends and redeem the Preferred Shares. These and future agreements may limit our ability to pay dividends on and to redeem the Preferred Shares. We also may not have sufficient surplus or net profits in the future to pay dividends.

Our Preferred Shares represent perpetual equity interests, they are subordinate to our debt and your interests could be diluted by the issuance of additional preferred shares, including additional Preferred Shares and by other transactions.

The Preferred Shares represent perpetual equity interests in us and, unlike our indebtedness, will not give rise to a claim for payment of a principal amount at a particular date. As a result, holders of the Preferred Shares may be required to bear the

financial risks of an investment in the Preferred Shares for an indefinite period of time. Our Preferred Shares are subordinate to all of our existing and future indebtedness and to any other senior securities we may issue in the future with respect to assets available to satisfy claims against us. Each series of our Preferred Shares rank pari passu with one another and any class or series of capital stock established after the original issue date of such preferred shares that is not expressly subordinated or senior to such preferred shares as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up. As of December 31, 2022, we had aggregate debt outstanding of $422.6 million, of which $45.7 million payable within the next 12 months. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay dividends on or redeem preferred shares. In March 2022, we issued a notice of redemption of 1,492,554 of the outstanding Series C Preferred Shares. The redemption was completed on April 29, 2022, at a redemption price of $25.00 per Series C Preferred Share in the amount of $37.3 million plus all accumulated and unpaid dividends to, but excluding, the redemption date, of $0.7 million. Following the redemption, there were 804,950 Series C Preferred Shares outstanding, as of December 31, 2022. Our articles of incorporation currently authorize the issuance of up to 20,000,000 shares of blank check preferred stock, par value $0.01 per share, of which, as of December 31, 2022, 804,950 shares of Series C Preferred Shares and 3,195,050 shares of Series D Preferred Shares were issued and outstanding. Of the blank check preferred stock, 1,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a shareholders rights plan as described under “Item 10. Additional Information—B. Articles of Incorporation and Bylaws—Shareholders Rights Plan.” The issuance of additional preferred shares on a parity with or senior to the Preferred Shares would dilute the interests of holders of such shares, and any issuance of preferred shares senior to such preferred shares or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Preferred Shares.

The liquidation preference amount on our Preferred Shares is fixed and Preferred shareholders will have no right to receive any greater payment regardless of the circumstances.

The payment due upon a liquidation to holders of any series of our Preferred Shares is fixed at the redemption preference of $25.00 per share plus accumulated and unpaid dividends to the date of liquidation. If, in the case of our liquidation, there are remaining assets to be distributed after payment of this amount, you will have no right to receive or to participate in these amounts. Furthermore, if the market price for our Preferred Shares is greater than the liquidation preference, Preferred shareholders will have no right to receive the market price from us upon our liquidation.

Holders of Preferred Shares have extremely limited voting rights.

The voting rights of holders of Preferred Shares are extremely limited. Our Common Stock is the only class or series of our shares carrying full voting rights. Holders of Preferred Shares have no voting rights other than the ability (voting together as a class with all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable, including all of the Preferred Shares), subject to certain exceptions, to elect one director if dividends for six quarterly dividend periods (whether or not consecutive) payable on our Preferred Shares are in arrears and certain other limited protective voting rights.

Our ability to pay dividends on and to redeem our Preferred Shares is limited by the requirements of the laws of the Republic of the Marshall Islands, the laws of the Republic of Liberia and existing and future agreements.

The laws of the Republic of Liberia and of the Republic of the Marshall Islands, where our vessel-owning subsidiaries are incorporated, generally prohibit the payment of dividends other than from surplus or net profits, or while a company is insolvent or would be rendered insolvent by the payment of such a dividend. Our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial and other covenants, which may limit our ability to pay dividends and redeem the Preferred Shares. These and future agreements may limit our ability to pay dividends on and to redeem the Preferred Shares. We also may not have sufficient surplus or net profits in the future to pay dividends.

Tax Risks

In addition to the following risk factors, you should read “Item 10. Additional Information—E. Tax Considerations—Marshall Islands Tax Considerations,” “Item 10. Additional Information—E. Tax Considerations—Liberian Tax Considerations,” and “Item 10. Additional Information —E. Tax Considerations—United States Federal Income Tax Considerations” for a more complete discussion of expected material Marshall Islands, Liberian and United States federal income tax consequences of owning and disposing of our Common Stock and Preferred Shares.

We may earn shipping income that will be subject to United States income tax, thereby reducing our cash available for distributions to you.

Under United States tax rules, 50% of our gross income attributable to shipping that begins or ends in the United States may be subject to a 4% United States federal income tax (without allowance for deductions). The amount of this income may fluctuate, and we may not qualify for any exemption from this United States tax. Many of our charters contain provisions that obligate the charterers to reimburse us for this 4% United States tax. To the extent we are not reimbursed by our charterers, the 4% United States tax will decrease our cash that is available for dividends.

For a more complete discussion, see the section entitled “Item 10. Additional Information—Tax Considerations—E. United States Federal Income Tax Considerations—Taxation of Operating Income in General.”

United States tax authorities could treat us as a “passive foreign investment company,” which could have adverse United States federal income tax consequences to United States holders.

We are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation. A non-United States corporation will be treated as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if either (a) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (b) at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC. In particular, United States holders who are individuals would not be eligible for preferential tax rates otherwise applicable to qualified dividends.

Based on our current operations and anticipated future operations, we believe that it is more likely than not that we currently will not be treated as a PFIC. In this regard, we intend to treat gross income we derive or are deemed to derive from our period time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our period time chartering activities should not constitute “passive income,” and that the assets we own and operate in connection with the production of that income should not constitute passive assets.

There are legal uncertainties involved in this determination. In Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit held that, contrary to the position of the United States Internal Revenue Service, or the “IRS,” in that case, and for purposes of a different set of rules under the Code, income received under a period time charter of vessels should be treated as rental income rather than services income. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our period time chartering activities would be treated as rental income, and we would probably be a PFIC. The IRS has stated that it disagrees with the holding in Tidewater and has specified that income from period time charters should be treated as services income. However, the IRS’ statement with respect to the Tidewater decision was an administrative action that cannot be relied upon or otherwise cited as precedent by taxpayers. In light of these authorities, the IRS or a United States court may not accept the position that we are not a PFIC, and there is a risk that the IRS or a United States court could determine that we are a PFIC. Moreover, we may constitute a PFIC for a future taxable year if there were to be changes in our assets, income or operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders would face adverse United States tax consequences. See “Item 10. Additional Information—E. “Tax Considerations—United States Federal Income Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the United States federal income tax consequences to United States shareholders if we are treated as a PFIC.


ITEM 4.			INFORMATION ON THE COMPANY

A. History and Development of the Company

Safe Bulkers, Inc. was incorporated in the Republic of the Marshall Islands on December 11, 2007, for the purpose of acquiring ownership of various subsidiaries that either owned or were scheduled to own vessels. Polys Hajioannou our chief

executive officer, has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. Vassos Hajioannou, the late father of Polys Hajioannou, our chief executive officer, first invested in shipping in 1958. Polys Hajioannou has been actively involved in the industry since 1987, when he joined the predecessor of Safety Management.

Over the past 29 years under the leadership of Polys Hajioannou, we have sold or contracted to sell 24 drybulk vessels during periods of what we viewed as favorable second-hand market conditions and have contracted to acquire 61 drybulk newbuilds and 14 drybulk second-hand vessels. Also under his leadership, we have expanded the classes of drybulk vessels in our fleet and the aggregate carrying capacity of our fleet has grown from 887,900 dwt prior to our initial public offering in May 28, 2008 to 4,455,600 dwt as of February 24, 2023. Information on our capital expenditure requirements are discussed in “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” The quality and size of our current fleet, together with our long-term relationships with several of our charter customers, are, we believe, the results of our long-term strategy of maintaining a high quality fleet, our broad knowledge of the drybulk industry and our strong management team. In addition to benefiting from the experience and leadership of Polys Hajioannou, we also benefit from the expertise of our Managers which, along with their predecessor, have specialized in drybulk shipping since 1965. In June 2008, we completed an initial public offering of our Common Stock in the U.S. and our Common Stock began trading on the NYSE. Our principal executive office is located at Apt. D11, Les Acanthes, 6, Avenue des Citronniers MC 98000 Monaco. Our registered address in the Republic of the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH96960 and telephone numbers are +30 2 111 888 400 and +357 25 887 200. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc.

The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that we file electronically with the SEC.

B. Business Overview

We are an international provider of marine drybulk transportation services, transporting bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes for some of the world’s largest consumers of marine drybulk transportation services. As of February 24, 2023, we had a fleet of 44 drybulk vessels, with an aggregate carrying capacity of 4,455,600 dwt.

We employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions. We are focused on owning a modern, well-maintained fleet with the best designs in the shipping dry-bulk sector, targeting to reduce the environmental impact from our operations. Over the past several years, we have made publicly available our annual sustainability report, where we present in detail our environmental, social and governance strategy for the future, as well as the impact of our operations and business on society and the environment. We believe that placing ESG at the very heart of our corporate strategy, will enable us to continue to have access to capital, enjoy existing and future investors' trust, reduce our fleets' carbon footprint and remain competitive in the dry bulk market.

Our ESG Strategy

During previous years, a number of countries and the IMO, have adopted regulatory frameworks to reduce GHG emissions (increased energy efficiency standards for existing vessels and newbuilds, classification of vessels on the basis of annual CO2 emissions, cap and trade regimes, carbon taxes, and incentives or mandates for renewable energy), due to concerns over the risk of climate change. GHG emissions reduction measures for achieving 2030 goals, adopted by the IMO, EU and other jurisdictions, may impose operational and financial restrictions such as carbon taxes or an emission trading system ETS on the basis of CO2 emissions affecting more the less efficient vessels, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such older, less energy efficient vessels obsolete. Investor advocacy groups, certain institutional investors, investment funds, lenders and other market participants are increasingly focused on ESG practices hindering access to capital and reallocating capital as a result of their assessment of a company’s ESG practices.

Safe Bulkers, targeting to reduce the environmental impact of our operations, and increase the sustainability of our business over time, has placed ESG at the heart of our corporate strategy and has undertaken significant investments with the purpose of increasing our fleet's environmental competitiveness and successfully meet society's expectations as to our proper role. In light of investors' increased focus on ESG matters and in response to the GHG environmental regulations, we have assessed the

applicability of relevant energy efficiency measures, and decided to pursue a two-fold strategy: i) a comprehensive fleet renewal program consisting of several newbuild orders with advanced energy efficiency characteristics, the acquisition of younger second-hand vessels and the sale of older, less efficient vessels at suitable times and ii) a program for environmental upgrading of existing vessels in our fleet during their dry-dockings.

As of February 24, 2023, our fleet consisted of 44 vessels, 12 of which are eco-ships built after 2014, with superior energy efficiency characteristics compared to past-2014 designs, and three vessels built 2022 onwards, compliant with the most recent IMO GHG Phase 3 - NOx Tier III regulations. In addition, the Company's outstanding orderbook consists of nine newbuilds compliant with the IMO GHG Phase 3 - NOx Tier III regulations to be delivered four in 2023, three in 2024 and two in the first half of 2025, and following all scheduled deliveries, reaching 24 vessels with improved energy efficiency characteristics. The aggregate capital expenditures for all twelve of our newbuilds exceeded $400 million.

During 2021, 2022 and until February 24, 2023, the Company has sold eight vessels with total deadweight of 0.63 million tonnes and of 14.6 years average age with aggregate gross sale proceeds of $125.7 million and acquired seven second-hand vessels with total deadweight of 0.97 million tonnes and of 9.2 years average age at an aggregate gross acquisition cost of $187.0 million.

In parallel and as of February 24, 2023, we have completed environmental upgrades on seven vessels and we are continuing our vessel environmental upgrade program which involves application of low friction paints and installation of energy saving devices, scheduling to have upgraded 20 existing vessels by the end of 2023.

While we are investing in newbuilds, relatively young second-hand vessels and environmental upgrades, we continue to monitor technological developments in relation to new environmentally friendly alternative marine fuels, which we expect will play an increasingly important role in the next decade.

As of February 24, 2023, we have retrofitted our entire fleet with BWTS, have installed Scrubbers on 19 of our vessels, a program which exceeded $80 million, and have agreed to install Scrubbers on the remaining four of our Capesize class vessels, targeting to reduce SOx emissions compared to VLSFO and capitalizing on our Scrubber investments in relation to price differential of VLSFO with HSFO.

On the financing front, during the last two years, we were one of the first shipping companies which secured two sustainability-linked financings with separate lenders, of $160.0 million and for 11 of our vessels in aggregate, both of which incorporated incentive discount or increase on interest rate, linked to independently verified predetermined emission targets.

Further to the above, the Company is undertaking various actions in relation to its corporate governance, personnel initiatives and the societies aiming towards continuously advanced integration. We believe that placing ESG at the very heart of our corporate strategy will reduce our fleets' carbon footprint and environmental impact, and in parallel, improve our environmental-based competitiveness and social acceptance, allow us to enjoy existing and future investors' trust and enable us to continue to have access to capital.

Our Fleet, Newbuilds and Employment Profile

As of February 24, 2023, our fleet comprised 44 vessels, of which 12 are Panamax class vessels, 7 are Kamsarmax class vessels, 17 are Post-Panamax class vessels and 8 are Capesize class vessels, with an aggregate carrying capacity of 4,455,600 dwt and an average age of 10.5 years.

Our orderbook consists of nine environmentally advanced Japanese and Chinese newbuild vessels, of which eight Kamsarmax and one Post-Panamax class vessel, four of which are scheduled to be delivered to us in the remainder of 2023, three in 2024 and two in the first half of 2025. All nine newbuilds are designed to comply with the requirements of the IMO for EEDI Phase 3 and NOx Tier III.Assuming delivery of the nine contracted newbuild vessels through 2025, our fleet by the first quarter of 2025, will comprise of 12 Panamax class vessels, 15 Kamsarmax class vessels, 18 Post-Panamax class vessels and 8 Capesize class vessels, and the aggregate carrying capacity of our 53 vessels will be 5,199,600 dwt. The majority of vessels in our fleet have sister ships with similar specifications. We believe using sister ships provides cost savings because it facilitates efficient inventory management and allows for the substitution of sister ships to fulfill our period time charter obligations.

The table below presents additional information with respect to our drybulk vessel fleet, including our newbuilds, and their deployment as of February 24, 2023. Certain vessels that are chartered on time charters at a daily gross charter rate linked to the Baltic Panamax Index ("BPI"),or the Baltic Capesize Index ("BCI"), are shown in the below table with the special notation BPI or BCI, plus or minus the relevant charter hire adjustments, where applicable. For certain vessels that are equipped with Scrubbers, the benefit from Scrubber operation (the ''Scrubber Benefit'') is calculated on the basis of the price differential

between HSFO and VLSFO for the specific voyage. In cases where the Scrubber Benefit can be calculated or it is a part of the charter rate, it is included in the referenced charter rate. A special notation on the table is provided in cases where the Scrubber Benefit is not part of the referenced charter rate and it cannot be calculated.


Vessel Name	Dwt	Year Built 1	Country of Construction	Charter Type	Charter Rate 2		Commissions 3		Charter Period 4		Sister Ship 5
CURRENT FLEET
Panamax
Katerina	76,000	2004	Japan	Period21	$10,950 + 50% *101% BPI 74 4TC		5.00 %		September 2022	August 2023	A
Maritsa	76,000	2005	Japan	Spot	$	8,250	5.00	%	January 2023	March 2023	A
Paraskevi 2	75,000	2011	Japan	Period	$	15,250	5.00	%	September 2022	April 2023	B
Efrossini	75,000	2012	Japan	Spot	$	7,500	5.00	%	February 2023	March 2023	B
Zoe 12	75,000	2013	Japan	Period23	BPI 74 4TC * 104.25%		5.00	%	September 2022	July 2023	B
Koulitsa 2	78,100	2013	Japan	Spot	$	11,750	3.75	%	January 2023	March 2023
				Period30	BPI 74 4TC * 114%		3.75	%	March 2023	November 2023
Kypros Land 12	77,100	2014	Japan	Period14	$	13,800	3.75 %		August 2020	August 2022	H
					BPI 82 5TC * 97% - $2,150		3.75 %		August 2022	August 2025
Kypros Sea	77,100	2014	Japan	Period14	$	13,800	3.75 %		July 2020	July 2022	H
					BPI 82 5TC * 97% - $2,150		3.75 %		July 2022	September 2022
					$	24,123	3.75 %		September 2022	December 2022
					BPI 82 5TC * 97% - $2,150		3.75	%	December 2022	March 2023
					$	13,502	3.75 %		March 2023	June 2023
					BPI 82 5TC * 97% - $2,150		3.75 %		June 2023	July 2025
Kypros Bravery	78,000	2015	Japan	Period13	$	11,750	3.75	%	August 2020	August 2022	I
					BPI 82 5TC * 97% - $2,150		3.75	%	August 2022	August 2025
Kypros Sky 10	77,100	2015	Japan	Period13	$	11,750	3.75	%	August 2020	August 2022	H
					BPI 82 5TC * 97% - $2,150		3.75	%	August 2022	August 2025


Kypros Loyalty	78,000	2015	Japan	Period13	$	11,750	3.75	%	July 2020	July 2022	I
					BPI 82 5TC * 97% - $2,150		3.75	%	July 2022	September 2022
					$	23,153	3.75 %		September 2022	December 2022
					BPI 82 5TC * 97% - $2,150		3.75	%	December 2022	March 2023
					$	12,726	3.75 %		March 2023	June 2023
					BPI 82 5TC * 97% - $2,150		3.75 %		June 2023	July 2025
Kypros Spirit 10	78,000	2016	Japan	Period14	$	13,800	3.75 %		August 2020	August 2022	I
					BPI 82 5TC * 97% - $2,150		3.75 %		August 2022	July 2025
Kamsarmax
Pedhoulas Merchant	82,300	2006	Japan	Period	$	25,900	3.75	%	March 2022	March 2023	C
Pedhoulas Leader	82,300	2007	Japan	Period32	BPI 82 5TC * 98%		3.75	%	January 2023	October 2023	C
Pedhoulas Commander	83,700	2008	Japan	Period31	$7,000 + 50% * BPI 82 5TC		5.00	%	December 2022	June 2023
Pedhoulas Cherry	82,000	2015	China	Period19	$	24,000	5.00	%	July 2022	August 2023	K
Pedhoulas Rose	82,000	2017	China	Period19,24	$10,500 + 50% *104% BPI 82 5TC		5.00	%	November 2022	May 2023	K
Pedhoulas Cedrus15	81,800	2018	Japan	Period	$	21,000	5.00	%	August 2022	March 2023
Vassos9	82,000	2022	Japan	Period	$	21,500	5.00	%	October 2022	April 2023
Post-Panamax
Marina	87,000	2006	Japan	Spot19	$	8,250	4.50	%	February 2023	April 2023	E
Xenia	87,000	2006	Japan	Spot19	$	7,000	3.75	%	February 2023	March 2023	E
Sophia	87,000	2007	Japan	Spot19	$	13,900	5.00	%	January 2023	March 2023	E
Eleni	87,000	2008	Japan	Spot19	$	7,000	5.00	%	January 2023	March 2023	E
Martine	87,000	2009	Japan	Spot19	$	27,000	5.00	%	February 2023	April 2023	E
Andreas K	92,000	2009	South Korea	Spot19,34	$	10,000	4.50	%	March 2023	April 2023	F
Panayiota K 11	92,000	2010	South Korea	Spot19,36	$	12,000	5.00	%	February 2023	March 2023	F
Agios Spyridonas 11	92,000	2010	South Korea	Spot19	$	29,000	5.00	%	January 2023	March 2023	F
Venus Heritage 12	95,800	2010	Japan	Spot19	$	7,500	5.00	%	January 2023	March 2023	G
Venus History 12	95,800	2011	Japan	Spot19	$	10,600	5.00 %		February 2023	March 2023	G
Venus Horizon	95,800	2012	Japan	Period19	$	27,950	5.00	%	May 2022	March 2023	G


Venus Harmony	95,700	2013	Japan	Spot	$	7,900	5.00	%	February 2023	March 2023
Troodos Sun 17	85,000	2016	Japan	Period19,20	BPI 82 5TC * 114%		5.00 %		June 2021	April 2023	J
Troodos Air	85,000	2016	Japan	Period19	$	28,000	5.00 %		May 2022	June 2023	J
Troodos Oak	85,000	2020	Japan	Period	$	15,500	3.75	%	December 2022	August 2023
Climate Respect	87,000	2022	Japan	Period	$	18,500	5.00	%	December 2022	October 2023	L
Climate Ethics	87,000	2023	Japan	Period	$	18,500	5.00	%	January 2023	November 2023	L
Capesize
Mount Troodos	181,400	2009	Japan	Period18	$	34,500	3.75	%	April 2022	March 2023
				Period19,27	BCI 5TC * 106%		3.75	%	March 2023	January 2024
Kanaris	178,100	2010	China	Period6	$	25,928	2.50 %		September 2011	September 2031
Pelopidas	176,000	2011	China	Period19,26	$	25,250	3.75	%	June 2022	May 2025
Aghia Sofia16	176,000	2012	China	Spot25	BCI 5TC * 112%		5.00	%	December 2022	March 2023
				Period33	BCI 5TC * 123%		5.00	%	May 2023	April 2024
Stelios Y	181,400	2012	Japan	Period35	$	24,400	3.75	%	November 2021	November 2024	D
				Period28	BCI 5TC * 117%		3.75	%	November 2024	February 2027
Lake Despina8	181,400	2014	Japan	Period7	$	25,200	5.00 %		February 2022	February 2025
Maria	181,300	2014	Japan	Period19,29	BCI 5TC * 130%		3.75	%	January 2023	January 2024	D
Michalis H	180,400	2012	China	Period22	$	23,000	3.75	%	September 2022	July 2025
Subtotal	4,455,600
Newbuilds orderbook
TBN	87,000	Q2 2023	Japan
TBN	82,000	Q4 2023	Japan
TBN	82,000	Q4 2023	Japan
TBN	82,000	Q1 2024	Japan
TBN	82,000	Q1 2024	Japan
TBN	82,000	Q4 2023	Japan
TBN	82,500	Q3 2024	China
TBN	82,500	Q1 2025	China

TBN

82,000

Q2 2025

Japan

Subtotal

744,000

Total

5,199,600

(1) For existing vessels, the year represents the year built. For our newbuild, the date shown reflects the expected delivery dates.

(2) Quoted charter rates are the recognized daily gross charter rates. For charter parties with variable rates among periods or consecutive charter parties with the same charterer, the recognized gross daily charter rate represents the weighted average gross daily charter rate over the duration of the applicable charter period or series of charter periods, as applicable. In the case of a charter agreement that provides for additional payments, namely ballast bonus to compensate for vessel repositioning, the gross daily charter rate presented has been adjusted to reflect estimated vessel repositioning expenses. Gross charter rates are inclusive of commissions. Net charter rates are charter rates after the payment of commissions. In the case of voyage charters, the charter rate represents revenue recognized on a pro rata basis over the duration of the voyage from load to discharge port less related voyage expenses.

(3) Commissions reflect payments made to third-party brokers or our charterers.

(4) The start dates listed reflect either actual start dates or, in the case of contracted charters that had not commenced as of February 24, 2023, the scheduled start dates. Actual start dates and redelivery dates may differ from the referenced scheduled start and redelivery dates depending on the terms of the charter and market conditions and does not reflect the options to extend the period time charter.

(5) Each vessel with the same letter is a “sister ship” of each other vessel that has the same letter, and under certain of our charter contracts, may be substituted with its “sister ships.”

(6) Charterer of MV Kanaris agreed to reimburse us for part of the cost of the scrubbers and BWTS installed on the vessel, which is recorded by increasing the recognized daily charter rate by $634 over the remaining tenor of the time charter party.

(7) A period time charter for a duration of 3 years at a gross daily charter rate of $22,500 plus an one-off $3.0 million payment upon charter commencement. The charter agreement also grants the charterer an option to extend the period time charter for an additional year at a gross daily charter rate of $27,500.

(8) MV Lake Despina was sold and leased back in April 2021 on a bareboat charter basis for a period of seven years with a purchase option in favor of the Company five years and six months following the commencement of the bareboat charter period at a predetermined purchase price.

(9) MV Vassos was sold and leased back in May 2022 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(10) MV Kypros Sky and MV Kypros Spirit were sold and leased back in December 2019 on a bareboat charter basis for a period of eight years, with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(11) MV Panayiota K and MV Agios Spyridonas were sold and leased back in January 2020 on a bareboat charter basis for a period of six years, with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices. In January 2023 the Company exercised the purchase options in both vessels and the ownership of MV Panayiota K and MV Agios Spyridonas was transferred back to the Company.

(12) MV Zoe, MV Kypros Land, MV Venus Heritage and MV Venus History were sold and leased back in November 2019, on a bareboat charter basis, one for a period of eight years and three for a period of seven and a half years, with a purchase option in favor of the Company five years and nine months following the commencement of the bareboat charter period at a predetermined purchase price.

(13) A period time charter of 5 years at a daily gross charter rate of $11,750 for the first two years and a gross daily charter rate linked to the BPI-82 5TC times 97% minus $2,150, for the remaining period.

(14) A period time charter of 5 years at a daily gross charter rate of $13,800 for the first two years and a gross daily charter rate linked to the BPI-82 5TC times 97% minus $2,150, for the remaining period.

(15) MV Pedhoulas Cedrus was sold and leased back in February 2021 on a bareboat charter basis for a period of ten years with a purchase option in favor of the Company three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(16) MV Aghia Sofia was sold and leased back in September 2022 on a bareboat charter basis, for a period of five years with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(17) MV Troodos Sun was sold and leased back in August 2021 on a bareboat charter basis for a period of ten years, with purchase options in favor of the Company commencing three years following the commencement of the bareboat charter period and a purchase obligation at the end of the bareboat charter period, all at predetermined purchase prices.

(18) Scrubber benefit was agreed on the basis of fuel consumption of heavy fuel oil and the price differential between the HSFO and the VLSFO cost for the voyage and is included on the daily gross charter rate presented.

(19) Scrubber benefit was agreed on the basis of fuel consumption of heavy fuel oil and the price differential between the HSFO and the VLSFO cost for the voyage and is not included on the daily.

(20) A period time charter of 22 to 26 months at a daily gross charter rate linked to the BPI-82 5TC times 114%.

(21) A period time charter of 11 to 13 months at a daily gross charter rate of $10,950 plus additional gross daily charter rate linked to the 50% of the BPI-74 4TC times 101% .

(22) A period time charter for a minimum duration of three years at a gross daily charter rate of $23,000. The charter agreement also grants the charterer an option to extend the period time charter for an additional year at the same gross daily charter rate.

(23) A period time charter of 10 to 13 months at a daily gross charter rate linked to the BPI-74 4TC times 104.25% .

(24) A period time charter of 6 to 8 months at a daily gross charter rate of $10,500 plus additional gross daily charter rate linked to the 50% of the BPI-82 5TC times 104% .

(25) A spot time charter at a daily gross charter rate linked to the BCI 5TC times 112%.

(26) A period time charter for a duration of three years at a gross daily charter rate of $25,250. The charter agreement also grants the charterer an option to extend the period time charter for an additional year at the same gross daily charter rate.

(27) A period time charter for a duration of 11 to 14 months at a gross daily charter rate linked to the BCI 5TC times 106%.

(28) A period time charter for a duration of two and a half years at a gross daily charter rate linked to the BCI 5TC times 117%. The charter agreement also grants the charterer an option to extend the period time charter for an additional three years at a gross daily charter rate of $23,000.

(29) A period time charter for a duration of 12 to 18 months at a gross daily charter rate linked to the BCI 5TC times 130%.

(30) A period time charter of 8 to 10 months at a daily gross charter rate linked to the BPI-74 4TC times 114% .

(31) A period time charter of 7 to 10 months at a daily gross charter rate of $7,000 plus additional gross daily charter rate linked to the 50% of the BPI-82 5TC.

(32) A period time charter of 9 to 12 months at a daily gross charter rate linked to the BPI-82 5TC times 98% .

(33) A period time charter for a duration of 11 to 14 months at a gross daily charter rate linked to the BCI 5TC times 123%.

(34) A spot time charter at a daily gross charter rate of $10,000 plus ballast bonus of $0.2 million upon charter commencement.

(35) A period time charter for a duration of 3 years at a gross daily charter rate of $24,400. The charter agreement also grants the charterer an option to extend the period time charter for an additional year at a gross daily charter rate of $26,500.

(36) A spot time charter at a daily gross charter rate of $12,000 plus ballast bonus of $0.4 million upon charter commencement.

Chartering of Our Fleet

Our vessels are used to transport bulk cargoes, particularly coal, grain and iron ore, along worldwide shipping routes. We may employ our vessels in time charters or in voyage charters.

A time charter is a contract to charter a vessel for a fixed period of time at a set daily rate and can last from a few days up to several years, where the vessel performs one or more trips between load port(s) and discharge port(s). Based on the duration of vessel’s employment, a time charter can be either a long-term, or period, time charter with duration of more than three months, or a short-term, or spot, time charter with duration of up to three months. Under our time charters, the charterer pays for most voyage expenses, such as port, canal and fuel costs, agents’ fees, extra war risks insurance and any other expenses related to the cargoes, and we pay for vessel operating expenses, which include, among other costs, costs for crewing, provisions, stores, lubricants, insurance, maintenance and repairs, tonnage taxes, drydocking and intermediate and special surveys.

Voyage charters are generally contracts to carry a specific cargo from a load port to a discharge port, including positioning the vessel at the load port. Under a voyage charter, the charterer pays an agreed upon total amount or on a per cargo ton basis, and we pay for both vessel operating expenses and voyage expenses. We infrequently enter into voyage charters. Voyage charters together with spot time charters are referred to in our industry as employment in the spot market.

We intend to employ our vessels on both period time charters and spot time charters, according to our assessment of market conditions, with some of the world’s largest consumers of marine drybulk transportation services. The vessels we deploy on period time charters provide us with relatively stable cash flow and high utilization rates, while the vessels we deploy in the spot market allow us to maintain our flexibility in low charter market conditions. As of February 24, 2023, the average remaining duration of the charters for our existing fleet was 1.0 year. See, ''Item 5. Operational and Financial Review and Prospects D. Trend information.'' for additional information.

Our Customers

Since 2005, our customers have included over 30 national, regional and international companies, including Bunge, Cargill, Glencore, Daiichi, Intermare Transport G.m.b.H., Energy Eastern Pte. Ltd., NYK, NS United Kaiun Kaisha, Kawasaki Kisen Kaisha, Oldendorff GmbH and Co. KG, Louis Dreyfus Armateurs, Louis Dreyfus Commodities, ArcelorMittal or their affiliates. During 2022, two of our charterers, namely Viterra B.V (ex-Glencore Agriculture B.V.) and Cargill International S.A., accounted for 33.52% of our revenues, with each one accounting for more than 10.0% of total revenues. During 2021, two of our charterers, namely Viterra B.V. and Cargill International S.A., accounted for 30.70% of total revenues with each one accounting for more than 10.0% of total revenues. During 2020, two of our charterers, namely Viterra B.V. and Cargill International S.A., accounted for 26.14% of total revenues. We seek to charter our vessels primarily to charterers who intend to use our vessels without sub-chartering them to third parties. A prospective charterer’s financial condition and reliability are also important factors in negotiating employment for our vessels.

Management of Our Fleet

In May 2008, we entered into a management agreement with Safety Management and in May 2015, we entered into a management agreement with Safe Bulkers Management, pursuant to which our Managers provided us with our executive officers, technical, administrative, commercial and certain other services. Each of these management agreements expired on May 28, 2018. In May 2018, we entered into new management agreements (the "Original Management Agreements"), pursuant to which our Managers continue to provide us with technical, administrative, commercial and certain other services. Each of the Original Management Agreements was effective as of May 29, 2018 and had an initial three-year term which could be extended on a three-year basis on May 29, 2021 and May 29, 2024 upon mutual agreement with the Managers. On May 29, 2021, the Company and the Managers agreed to extend the term of the Original Management Agreements until May 28, 2024. On April 1, 2022, we entered into a new management agreement with the New Manager, and together with the Original Management Agreements, the "Management Agreements", with the initial term expiring on May 29, 2024, which can be extended for one additional term of three years. Our arrangements with our Managers and their performance are reviewed by our board of directors. Our management team, collectively referred to in this annual report as our “executive officers,” provide strategic management for our company and also supervise the management of our day-to-day operations by our Managers. Our Managers report to us and our board of directors through our executive officers. The Management Agreements with our Managers have a maximum expiration date in May 2027 and we expect to enter into new agreements with the Managers upon their expiration. The terms of any such new agreements have not yet been determined.

Pursuant to the Management Agreements, in return for providing such services our Managers receive a ship management fee of €875 per day per vessel and one of our Managers receives an annual ship management fee of €3.50 million. For the three year period from May 29, 2018 to May 28, 2021 the annual ship management fee was €3.0 million. Our Managers also receive

a commission of 1.0% based on the contract price of any vessel sold by it on our behalf, and a commission of 1.0% based on the contract price of any vessel bought by it on our behalf, including the acquisition of each of our contracted newbuilds. We also pay our Managers a supervision fee of $550,000 per newbuild, of which 50% is payable upon the signing of the relevant supervision agreement, and 50% upon successful completion of the sea trials of each newbuild, which we capitalize, for the on-premises supervision by selected engineers and others on the Managers’ staff of newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise.

Our Managers have agreed that, during the term of our Management Agreements and for a period of one year following their termination, our Managers will not provide management services to, or with respect to, any drybulk vessels other than (a) on our behalf or (b) with respect to drybulk vessels that are owned or operated by companies affiliated with our chief executive officer or his family members, and drybulk vessels that are acquired, invested in or controlled by companies affiliated with our chief executive officer or his family members, subject in each case to compliance with, or waivers of, the restrictive covenant agreements entered into between us and such companies. Our Managers have also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by any such company are both available and meet the criteria for a charter being arranged by our Managers, our drybulk vessel will receive such charter.

The foregoing description of the Management Agreements does not purport to be complete and is qualified in its entirety by reference to the Management Agreements, copies of which are attached as Exhibit 4.1 and Exhibit 4.2 and incorporated herein by reference.

See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements” for more information.

Competition

We operate in highly competitive markets that are based primarily on supply and demand. Our business fluctuates in line with the main patterns of trade of the major drybulk cargoes and varies according to changes in the supply and demand for these items. We believe we differentiate ourselves from our competition by providing modern vessels with advanced designs and technological specifications. As of February 24, 2023, our fleet had an average age of 10.5 years. The majority of our fleet has been built in Japanese shipyards, which we believe provides us with an advantage in attracting large, well-established customers, including Japanese customers.

The drybulk sector is characterized by relatively low barriers to entry, and ownership of drybulk vessels is highly fragmented. In general, we compete with other owners of Panamax class or larger drybulk vessels for charters based upon price, customer relationships, operating expertise, professional reputation and size, age, location and condition of the vessel.

Crewing and Shore Employees

Our management team consists of our chief executive officer, president, chief financial officer and assistant chief financial officer, chief operating officer, chief financial controller and assistant chief financial controller, chief compliance officer and our internal auditor. Our Managers are responsible for the technical management of our fleet and therefore also handle the recruiting, either directly or through crewing agents, of the senior officers and all other crew members for our vessels. As of December 31, 2022, approximately 914 people served on board the vessels in our fleet, and our Managers employed approximately 156 people on shore.

Permits and Authorizations

We are required by various governmental and other agencies to obtain certain permits, licenses, certificates and financial assurances with respect to each of our vessels. The kinds of permits, licenses, certificates and financial assurances required by governmental and other agencies depend upon several factors, including the commodity being transported, the waters in which the vessel operates, the nationality of the vessel’s crew and the type and age of the vessel. All permits, licenses, certificates and financial assurances currently required to operate our vessels have been obtained. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of doing business.

Risk of Loss and Liability Insurance

General

The operation of our fleet involves risks such as mechanical failure, collision, property loss, cargo loss or damage as well as personal injury, illness and loss of life. In addition, the operation of any oceangoing vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, the risk of piracy and the liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), which imposes virtually unlimited liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil pollution accidents in the United States, has made liability insurance more expensive for vessel owners and operators trading in the United States market.

Our Managers are responsible for arranging insurance for all our vessels on the terms specified in our Management Agreements, which we believe are in line with standard industry practice. In accordance with our Management Agreements, our Managers procure and maintain hull and machinery insurance, war risks insurance, freight, demurrage and defense coverage and protection and indemnity coverage with mutual assurance associations. Due to our low incident rate and the relatively young age of our fleet, we are generally able to procure relatively low rates for all types of insurance.

While our insurance coverage for our drybulk vessel fleet is in amounts that we believe to be prudent to protect us against normal risks involved in the conduct of our business and consistent with standard industry practice, our Managers may not be able to maintain this level of coverage throughout a vessel’s useful life. Furthermore, all risks may not be adequately insured against, any particular claim may not be paid and adequate insurance coverage may not always be obtainable at reasonable rates.

Hull and machinery insurance

Our marine hull and machinery insurance covers risks of partial loss or actual or constructive total loss from collision, fire, grounding, engine breakdown and other insured risks up to an agreed amount per vessel. Our vessels will each be covered up to at least their fair market value after meeting certain deductibles per incident per vessel. We also maintain increased value coverage for each of our vessels. Under this increased value coverage, in the event of the total loss of a vessel, we are entitled to recover amounts in excess of the total loss amount recoverable under our hull and machinery policy.

Protection and indemnity insurance

Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual marine protection and indemnity associations (“P&I Associations”) formed by vessel owners to provide protection from large financial loss to one club member by contribution towards that loss by all members.

Protection and indemnity insurance covers our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses of injury or death of crew members, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal. Our coverage, except for pollution, will be unlimited. Furthermore, within this aggregate limit, club coverage is also limited to the amount of the member’s legal liability.

Our protection and indemnity insurance coverage for pollution is limited to $1.0 billion per vessel per incident. Our protection and indemnity insurance coverage in respect of passengers is limited to $2.0 billion and in respect of passengers and seamen is limited to $3.0 billion per vessel per incident. The 13 P&I Associations that comprise the International Group of P&I Clubs (the “International Group”) insure approximately 90.0% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each P&I Association’s liabilities. As a member of a P&I Association that is a member of the International Group, we are subject to calls payable to the P&I Association based on the International Group’s claim records, as well as the claim records of all other members of the individual associations.

Although the P&I Associations compete with each other for business, they have found it beneficial to mutualize their larger risks among themselves through the International Group. This is known as the “Pool.” This pooling is regulated by a contractual agreement which defines the risks that are to be covered and how claims falling on the Pool are to be shared among the participants in the International Group. The Pool provides a mechanism for sharing all claims in excess of $10.0 million up to, currently, approximately $8.9 billion. On that basis, all claims up to $10.0 million will be covered by each Club’s Individual Retention and all claims in excess of $10.0 million up to $100.0 million will be covered by the Pool. The Pool is structured in three layers from $10 million to $100 million. For amounts in excess of $30 million, the Pool is reinsured by the Group captive reinsurance vehicle, Hydra Insurance Company Limited ("Hydra"). Hydra is a Bermuda incorporated Segregated Accounts company in which each of the 13 Group Clubs has its own segregated account (or “cell”) ring fencing its assets and liabilities from those of the company or any of the other Club cells. Hydra reinsures each Club in respect of that Club's liabilities within

the Pool and reinsurance layers in which it participates. Through the participation of Hydra, the Group Clubs can retain, within their Hydra cells, premium which would otherwise have been paid to the commercial reinsurance markets.

For the 2022/2023 policy year, the International Group maintained a three layer GXL reinsurance program, together with an additional Collective Overspill layer, which combine to provide commercial reinsurance cover of up to $3.1 billion per vessel per incident, comprising of reinsurance for all claims of up to $2.1 billion per vessel per incident in excess of the $100.0 million insured by the Pool and an additional $1.0 billion in excess of the aforesaid $2.1 billion per vessel per incident in respect of claims for overspill.

War Risks Insurance

Our war risk insurance covers hull or freight damage, detention or diversions risks and P&I liabilities (including crew) arising out of confiscations, seizure, capture, vandalism, sabotage and/or other war risks and is subject to separate limits of:

(i) each vessel’s hull and machinery value and each vessel’s corresponding increased value, and

(ii) for war risks P&I liabilities including crew up to $500.0 million per vessel per incident.

Inspection by Classification Societies

Every oceangoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vessel has been built and maintained in accordance with the rules and regulations of the classification society. In addition, each vessel must comply with all applicable laws, rules and regulations of the vessel’s country of registry, or “flag state,” as well as the international conventions of which that flag state is a member. A vessel’s compliance with international conventions and corresponding laws and ordinances of its flag state can be confirmed by the applicable flag state, port state control or, upon application or by official order, the classification society, acting on behalf of the authorities concerned.

The classification society also undertakes, upon request, other surveys and checks that are required by regulations and requirements of the flag state. These surveys are subject to agreements made in each individual case or to the regulations of the country concerned.

All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years. The maintenance of class, regular and extraordinary surveys of a vessel’s hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

•Annual Surveys. For oceangoing vessels, annual surveys are conducted for their hulls and machinery, including the electrical plants, and for any special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate.

•Intermediate Surveys. Extended annual surveys are referred to as “intermediate surveys” and typically are conducted on the occasion of the second or third annual survey after commissioning and after each class renewal.

•Class Renewal / Special Surveys. Class renewal surveys, also known as “special surveys,” are more extensive than intermediate surveys and are carried out at the end of each five-year period. During the special survey the vessel is thoroughly examined, including thickness-gauging to determine any diminution in the steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. It may be expensive to have steel renewals pass a special survey if the vessel is aged or experiences excessive wear and tear. A vessel owner has the option of arranging with the classification society for the vessel’s machinery to be on a continuous survey cycle, according to which all machinery would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class.

Vessels are drydocked during intermediate and special surveys for repairs of their underwater parts. Intermediate surveys may not be required for vessels under the age of 15 years. If “in water survey” notation is assigned by class, as is the case for our vessels, the vessel owner has the option of carrying out an underwater inspection of the vessel in lieu of drydocking, subject to certain conditions. In the event that an “in water survey” notation is assigned as part of a particular intermediate survey, drydocking would be required for the following special survey thereby generally achieving a higher utilization for the relevant vessel. Drydocking can be undertaken as part of a special survey if the drydocking occurs within 15 months prior to the special survey due date. Special survey may be extended under certain provisions for a period of up to three months from their due

date. BWTS and Scrubber installations and vessels' upgrades are usually undertaken concurrently with the scheduled drydocking. A detailed schedule of expected drydockings and special surveys for the next three years is provided in the following table:

Vessel Name

Drydocking

Scheduled Survey (1)

Maria (2) (3) (4)

January 2023

January 2024

Michalis H (2) (3)

February 2023

January 2027

Marina (3)

March 2023

January 2026

Maritsa (3)

March 2023

January 2025

Koulitsa 2 (3)

March 2023

Kanaris (3)

April 2023

March 2025

Aghia Sofia (2) (3)

May 2023

January 2024

Lake Despina (2) (3)

June 2023

January 2024

Pedhoulas Commander (3)

June 2023

May 2023

Pedhoulas Cedrus (3)

June 2023

Andreas K (3)

June 2023

August 2024

Zoe (3)

July 2023

Venus Harmony (3)

August 2023

November 2023

Xenia (3)

September 2023

April 2026

Eleni (3)

November 2023

Kypros Bravery

January 2024

January 2025

Kypros Land

January 2024

Kypros Sea

January 2024

March 2024

Agios Spyridonas (3)

January 2024

January 2025

Martine (3)

February 2024

Kypros Sky

March 2024

March 2025

Stelios Y (2) (3)

March 2024

March 2025

Mount Troodos (3)

April 2024

November 2024

Troodos Oak

April 2024

April 2025

Panayiota K (3)

April 2024

April 2025

Katerina (3)

May 2024

Pedhoulas Merchant (3)

May 2024

March 2026

Kypros Loyalty

July 2024

June 2025

Pedhoulas Cherry (3)

July 2024

July 2025

Venus Heritage (3)

October 2024

December 2025

Pedhoulas Leader (3)

November 2024

February 2027

Troodos Air

March 2025

March, 2026

Pedhoulas Rose

April 2025

January 2027

Paraskevi 2

April 2025

April 2026

Troodos Sun

April 2025

January 2026

Pelopidas

June 2025

November 2026

Kypros Spirit

July 2025

July 2026

Venus History

September 2025

September 2026

Sophia

December 2025

June 2027

(1) Intermediate, Docking or Special survey date.

(2) Scrubber retrofit.

(3) Environmental upgrades.

(4) BWTS.

Failure to timely complete repairs, surveys, or dry-dockings may affect our results of operations.

Following a survey, if any defects are found, the classification surveyor will issue a “recommendation or condition of class” which must be rectified by the vessel owner within the prescribed time limits.

In general, insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies (“IACS”). All of our

vessels are certified as being “in class” by either Lloyd’s Register of Shipping, the American Bureau of Shipping or Bureau Veritas, each of which is a member of IACS.

Regulations: Safety and the Environment

General

Our vessels are subject to international conventions and national, state and local laws and regulations in force in international waters and the countries in which they operate or are registered, including environmental protection requirements governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and the management of other contamination, air emissions, water discharges and ballast water.

These laws and regulations include regulations imposed by the IMO, the United Nations agency for maritime safety and the prevention of pollution by ships, such as the International Convention for Prevention of Pollution from Ships (“MARPOL”), the International Convention for Safety of Life at Sea (“SOLAS”), International Convention for the Control and Management of Ships’ Ballast Water and Sediments (“BWM Convention”) and in general implementing all related regulations adopted by the IMO, the E.U. and other international, national and local regulatory bodies in the jurisdictions where our vessels travel and in the ports where our vessels call. In the U.S., the requirements include OPA 90, the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Clean Water Act (“CWA”) and U.S. Clean Air Act (“CAA”). Compliance with these environmental protection requirements has imposed significant cost and expense, including the cost of vessel modifications and implementation of certain operating procedures.

Our fleet complies with all current requirements. However, we incurred significant vessel modification expenditures in 2019, 2020, 2021 and 2022 mainly in BWTS and Scrubbers and we anticipate to incur additional expenditures in the current or subsequent fiscal years to comply with certain requirements, including mainly the installation of four additional Scrubbers. In parallel, the Company is continuing a vessel environmental upgrade program, in relation to existing and forthcoming GHG emission regulations, which involves application of low friction paints and installation of energy saving devices, scheduling to having upgraded 20 existing vessels by the end of 2023.

Under our Management Agreements, our Managers have assumed technical management responsibility for our fleet, including compliance with all applicable government and other regulations. If the Management Agreements with our Managers terminate, we would attempt to hire another party to assume this responsibility. In the event of termination, we might be unable to hire another party to perform these and other services for the present fee structure and related costs. However, due to the nature of our relationship with our Managers, we do not expect our Management Agreements to be terminated early.

A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry), charterers and terminal operators. Certain of these entities require us to obtain permits, licenses, financial assurances and certificates for the operation of our vessels. Failure to maintain necessary permits or approvals or identification of deficiencies during inspections could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greater inspection and safety requirements on all vessels and may accelerate the scrapping of older vessels throughout the drybulk shipping industry. Increasing environmental concerns have created a demand for vessels that conform to the stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize efficiency, operational safety, quality maintenance, reduced environmental footprint, continuous training of our officers and crews and compliance with U.S. and international regulations. Our Managers and our vessels are certified in accordance with ISO 14001 and ISO 50001 relating to environmental standards and energy efficiency. Moreover we have obtained additional class notation for most of our fleet for the prevention of sea and air pollution while we are in the process of obtaining such class notation for the remaining vessels. We believe that the operation of our vessels is in substantial compliance with all environmental laws and regulations applicable to us as of the date of this annual report. However, because such laws and regulations are subject to frequent change and may impose increasingly stricter requirements, such future requirements could limit our ability to do business, increase our operating costs, force the early retirement of our vessels and/or affect their resale value, all of which could have a material adverse effect on our financial condition and results of operations.

Regulations by IMO and Other Related Bodies

Regulations issued by IMO and other related bodies may affect our operations, impose restrictions on our vessels, or require additional investments. For example MARPOL convention of IMO regulates marine pollution, emissions and discharges.

IMO and other jurisdictions have regulated or are considering the further regulation of GHG emissions from vessels and emissions of nitrogen oxides. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our business, financial condition and results of operations. Because such conventions, laws and regulations are often revised, or the required additional measures for compliance are still under development, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale prices or useful lives of our vessels. We are also required by various governmental and quasi-governmental agencies to obtain certain permits, licenses, certificates and financial assurances with respect to our operations.

These requirements can also affect the resale prices or useful lives of our vessels or require reductions in cargo capacity, ship modifications or operational changes or restrictions. Failure to comply with these requirements could lead to decreased availability of, or more costly insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and claims for natural resource, personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connection with our operations. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels. In addition, we are subject to the risk that we, our affiliated entities, or our or their respective officers, directors, shore employees, crew on board and agents may take actions determined to be in violation of such environmental regulations and laws and our environmental policies. Any such actual or alleged environmental laws regulations and policies violation, under negligence, willful misconduct or fault, could result in substantial fines, civil and/or criminal penalties or curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management. Events of this nature would have a material adverse effect on our business, financial condition and results of operations.

Such regulations are presented in the following paragraphs:

Nitrogen and Sulfur Oxide Emission Regulations: In 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Annex VI became effective in 2005, and sets limits on sulfur oxide and nitrogen oxide emissions from vessel exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of marine fuels and allows for the establishment of Emission Control Areas (“ECAs”) with more stringent controls on sulfur emissions. Presently, designated ECAs include specified areas of North America, the Caribbean, the North Sea and the Baltic Sea. The Mediterranean Sea has been proposed as an additional ECA. In 2008, the IMO Marine Environment Protection Committee (“MEPC”) adopted amendments to Annex VI regarding particulate matter, nitrogen oxides and sulfur oxide emissions. These amendments, which entered into force in 2010, are designed to reduce air pollution from vessels by, among other things, (i) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation and (ii) implementing a progressive reduction of sulfur oxide emissions from ships:

(i) Control of Nitrogen Oxides

Nitrogen oxides emission regulations require the installation of advanced Tier III engines in newbuilds and modifications are not expected to be required in existing vessels.

(ii) Control of Sulfur Oxides

A global 0.5% sulfur cap on marine fuels came into force on January 1, 2020, as agreed in amendments adopted in 2008 for Annex VI to MARPOL reducing the previous sulfur cap of 3.5%.Vessels may use either VLSFO or HSFO if they are equipped with Scrubbers. The viability of Scrubber investments mainly depends on the price differential between VLSFO which usually are more expensive and HSFO. The use of VLSFO has raised concerns in relation to excess wear of piston liners and fuel pumps. On the other hand shortage of HSFO in certain ports has been experienced as only a small percentage of the global fleet is equipped with Scrubbers and the trading of HSFO may not be economical to fuel suppliers. Furthermore, restrictions of effluents from Scrubbers have been or are considered to be imposed in various jurisdictions, mainly in ports, which may affect the viability of such investments.

In response to sulfur oxides emissions regulations, we have installed Scrubbers in 19 of our vessels and we expect to install four additional Scrubbers, three during 2023 and one in 2024. In all vessels the Company had introduced critical spares inventory on board in order to secure smooth operation and compliance with existing regulations. If the price differential between VLSFO and HSFO is narrower than expected due to among other things, a drop in oil prices and/or a reduced demand for oil, then we may not realize any return, or we may realize a lower return on our investment in Scrubbers than that which we expected, which could have a material adverse effect on our results of operations, cash flows and financial position. Conversely, if the price differential between VLSFO and HSFO is wider than expected, about half of our vessels that will not be equipped with Scrubbers may face difficulties in competing with vessels equipped with Scrubbers, which could have a material adverse effect on our results of operations, cash flows and financial position.

Reduced limits of sulfur content of fuel oil for ECA passage are implemented, resulting to the use of lighter fuels, namely low sulfur marine gas oil with a maximum sulfur content of 0.1% ("LSMGO"). Additional or new requirements, conventions, laws or regulations, including the adoption of additional ECAs, or other new or more stringent emissions requirements adopted by the IMO, the E.U., the U.S. or individual states, or other jurisdictions in which we operate, could require vessel modifications or otherwise increase the costs of our operations. All our non Scrubber-fitted vessels may use LSMGO for ECA passage and the Scrubber-fitted vessels, which use HSFO are designed to reduce the sulfur emissions of HSFO to levels substantially below the corresponding limit of 0.1% sulfur content suitable for ECA passage. Such vessels of our fleet have an additional commercial advantage on the basis of further increased price differential of LSMGO versus HSFO compared to price differential of VLSFO versus HSFO and a further environmental advantage due to their reduced SOx emissions as their Scrubbers operate below 0.1% sulfur content limit at all times when in use.

MEPC 79 adopted amendments to designate the Mediterranean Sea, as a whole, as an ECA for Sulfur Oxides and particulate matter, under MARPOL Annex VI. The amendment is expected to enter into force on 1 May 2024, with the new limit taking effect on 1 May 2025.

Examples of additional requirements imposed locally from time to time are: (i) the Domestic Emission Control Areas (“DECAs”) introduced by China, in 2015, which have designated the Pearl River Delta, the Yangtze River Delta and the Bohai-Rim Area (Beijing, Tianjin and Hebei) as areas where vessels navigating, berthing and operating are required to use VLSFO. As of January 1, 2019, China expanded the scope of the DECAs to include all coastal waters within 12 nautical miles of the mainland, and (ii) US Vessel General Permit (the “VGP”) areas. Our Scrubber-fitted vessels do not operate the Scrubbers while in such areas, due to certain additional restrictions, and instead are using LSMGO.

Greenhouse Gas Regulation – United Nations Framework Convention on Climate Change: In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. The Paris Agreement adopted under the United Nations Framework Convention on Climate Change in December 2015 contemplates commitments from each nation party thereto to take action to reduce greenhouse gas emissions and limit increases in global temperatures but did not include any restrictions or other measures specific to shipping emissions. In January 2021, the U.S. President announced that the United States intended to rejoin the Paris Agreement. A new treaty may be adopted in the future that includes restrictions on shipping emissions. International and multinational bodies or individual countries also may adopt their own climate change regulatory initiatives.

The IMO recently announced its intention to develop reduction measures for greenhouse gases from international shipping. The E.U.enacted a regulation requiring ships over 5,000 gross tons docking in E.U. ports to monitor, report and verify greenhouse gas emissions which went into effect in 2018. The United States or individual U.S. states could also enact environmental regulations that could affect our operations. These or other developments may result in regulations relating to the control of greenhouse gas emissions. Any passage of climate control legislation or other regulatory initiatives in the jurisdictions where we operate could result in financial impacts on our operations that we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or more intense weather events.

The European Parliament and the Council of the E.U. have adopted regulation 2015/757, the EU-MRV on the monitoring, reporting and verification of CO2 emissions from maritime transport. It entered into force on July 1, 2015 and monitoring began January 1, 2018. The maritime EU-MRV regulation applies to all merchant ships of 5,000 gross tons or above on voyages from, to and between ports under jurisdiction of E.U. member states. Companies operating the vessels will have to monitor the CO2 emissions released while in port and for any voyages to or from a port under the jurisdiction of an E.U. member state and to keep records on CO2 emissions on both per-voyage and annual bases. Furthermore, as of January 1, 2018, our vessels began monitoring and reporting CO2 emissions pursuant to the IMO DCS regulation, which is part of the IMO’s

efforts to reduce GHG emissions from ships by 50% by 2050 compared to 2008. On February 4, 2019, the European Commission tabled a proposal concerning the amendment of the EU-MRV. The main objective of the proposal was to amend the EU-MRV in order to take account of the new IMO DCS for fuel oil consumption of ships that was introduced by the IMO in March 2018. As part of the IMO’s efforts to reduce GHG emissions from ships, an initial IMO GHG strategy envisaged a reduction in carbon intensity of international shipping (a 40 % reduction of average CO2 emissions per transport work by 2030 and a 70 % reduction by 2050, compared to 2008) and a 50 % reduction in total annual GHG emissions from international shipping by 2050, compared to 2008. The globally applicable IMO DCS system, currently runs in parallel with the EU-MRV, thus duplicating regulation for shipping companies whose ships sail both inside and outside the EU. The EU recently included international carbon emissions from the maritime sector in the EU Emissions Trading System (“ EU ETS”). These monitoring and reporting processes adopted by the EU-MRV and the IMO DCS regulations is considered to be part of a market-based mechanism for a carbon tax to be adopted.

On June 22, 2022, the European Union revised proposed amendments to regulation 2015/757. There is some disagreement between the European Council and Commission on the one hand and the European Parliament on the other one how soon the measures should be enacted for intra-EU and international shipments, as well as with respect to whether there should be certain carve-outs for member states heavily dependent on shipping and for insular or coastal regions. Nevertheless, and regardless of these particulars, the proposed amendments would effectively impose an EU ETS on Marine Shipping going through ports or routes under the E.U.’s regulatory jurisdiction. If adopted, these amendments would impose an additional regulatory burden on us to ensure that our vessels meet the requirements of the revised EU-MRV, as well as potential additional costs related to the ETS.

The MEPC has adopted the EEDI for newbuild vessels, which requires a minimum energy efficiency level per capacity mile (e.g. tonne mile) for different vessel type and size segments, mandating an up to 30% improvement in design performance depending on vessel type and size. The EEDI provides a specific figure for an individual vessel design, expressed in grams of CO2 per ship's capacity-mile (the smaller the EEDI the more energy efficient vessel design) and is calculated by a formula based on the technical design parameters for a given ship. Since 1 January 2013, following an initial two year EEDI Phase 0, new vessel design need to meet the reference level for their vessel type. The CO2 reduction level (grams of CO2 per tonne mile) for Phase 1 was set to 10% and will be tightened every five years (20% for Phase 2 and 30% for Phase 3) to keep pace with technological developments of new efficiency and reduction measures. Reduction rates have been established until the period 2025 and onwards (Phase 3) when a 30% reduction is mandated for applicable ship types calculated from a reference line representing the average efficiency for ships built between 2000 and 2010. Furthermore, research is conducted to identify and develop alternative fuels (e.g. ammonia, hydrogen, methanol, biofuels) to replace fossil fuels in future newbuild designs that will be able to meet the more stringent GHG regulations 2030 onwards, including as interim solution propulsion by dual fuel engines using liquified natural gas with HSFO or VLSFO.

Like the EEDI, the ‘Energy Efficiency Existing Ship Index’ (“EEXI”) is a technical or ‘design’ efficiency index which requires a vessel to achieve a required level of technical efficiency (Required EEXI) under specified reference conditions. Compliance is determined by the vessel’s design and arrangements. This means an attained EEXI can only be changed through alterations to the vessel’s design or machinery and not day to day operational action such as speed reduction or reduced cargo. In its simplest form, the attained EEXI is the vessel’s grams of CO2 emitted per capacity tonne mile under the ship specific reference conditions. This is a function of the installed engine power (kW), the specific fuel consumption of the main and auxiliary engines and a carbon factor representing the conversion of fuel to CO2, vessel capacity and vessel reference speed. The Required EEXI is the vessel’s required maximum grams of CO2 emitted by the vessel per capacity dwt tonne mile under reference conditions, given its type and capacity. To comply with the regulation, the attained EEXI for a vessel must be less than or equal to the Required EEXI.

The EEDI phases for newbuild vessels and its retroactive application of the EEDI to all existing and in service cargo above a certain size, known as the EEXI, sets new technical efficiency standard for existing ships. This will impose a requirement equivalent to EEDI Phase 2 or 3 (with some adjustments) to all existing ships regardless of year of build and is intended an a one-off certification. This regulation entered into force on 1 January 2023. Demonstration of compliance is required by the vessel’s first survey for the issue or endorsement of the International Air Pollution Prevention Certification, following entry into force. In addition to the upcoming EEDI Phase 3, a possible Phase 4 can be introduced later this decade, further tightening requirements for newbuilds.

Furthermore, a mandatory Carbon Intensity Indicator (“CII”) – e.g. Annual Efficiency Ratio – grams of CO2 per dwt-mile, and rating scheme was introduced on January 1, 2023, where all cargo vessels above 5,000 GT are given a rating of A to E every year. The rating thresholds will become increasingly stringent towards 2030. For ships that achieve a D rating for three consecutive years or an E rating, a corrective action plan needs to be developed as part of the Ship Energy Efficiency Management Plan (“SEEMP”) and approved. Technical specifications regarding baselines, methods of calculations and ship-

specific requirements were established through guidelines to be finalized and approved at MEPC. The USCG plans to develop and propose regulations to implement these provisions in the United States.

In addition, the SEEMP will be strengthened (Enhanced SEEMP) to include mandatory content, such as an implementation plan on how to achieve the CII targets, and making it subject to approval. These new requirements for existing ships will be reviewed by the end of 2025, with particular focus on the enforcement of the carbon intensity rating requirements.

GHG reduction measures adopted, or further additional measures to be adopted by the IMO, EU and other jurisdictions for reaching 2030 goals may impose operational and financial restrictions, carbon tax or an emission trading system on less efficient vessels starting from 2023, gradually affecting younger vessels, even newbuilds after 2030, reducing their trade and competitiveness, increasing their environmental compliance costs, imposing additional energy efficiency investments, or even making such vessels obsolete. This or other developments may result in financial impacts on our operations that we cannot predict with certainty at this time, which could have a material adverse effect on our business, financial condition and results of operations.

The IMO received numerous submissions related to its ongoing revision of the Initial IMO Strategy on Reduction of GHG Emissions from Ships (MEPC.304(72)). Member States extensively discussed the revision of ambition levels of the Initial Strategy towards decarbonization of shipping. The 2030 and 2050 revised targets are still being discussed, along with additional intermediate checkpoint leading up to 2050. The revision of the Initial Strategy will continue to be discussed in the Intersessional Working Group on GHG Reduction (ISWG-GHG 14 in March 2023), and a Revised Strategy is expected to be adopted at MEPC 80 (July 2023).

In response to the above GHG environmental regulations we monitor CO2 vessel emissions pursuant to the IMO DCS and EU-MRV, assessing in parallel the applicability of relevant energy efficiency measures. Furthermore, we pursue a fleet renewal strategy having sold eight of our older or Chinese built less efficient vessels the last two years, and placed orders for the acquisition of 12 dry-bulk newbuild vessels with EEDI complying with IMO Phase 3 requirements, three of which have already been delivered to us, and implementing environmental upgrades in the existing fleet.

The European Parliament and Council have come to an agreement on the revision of the EU ETS, Directive 2003/87/EC, introducing the extension to maritime transport by 1 January 2024. The EU ETS is a cornerstone of the EU's policy to combat climate change and its key tool for reducing greenhouse gas emissions cost-effectively. On 14 July 2021, the European Commission adopted a series of legislative proposals setting out how it intends to achieve climate neutrality in the EU by 2050, including the intermediate target of an at least 55% net reduction in greenhouse gas emissions by 2030. The package proposes to revise several pieces of EU climate legislation, including the EU ETS.

The overall volume of greenhouse gases that can be emitted by industry sectors covered by the EU ETS is limited by a 'cap' on the number of emission allowances. Within the cap, companies receive or buy emission allowances, which they can trade as needed. The cap decreases every year, ensuring that total emissions fall. Each allowance gives the holder the right to emit:

•one tonne of carbon dioxide (CO2), or

•the equivalent amount of other powerful greenhouse gases, nitrous oxide (N2O) and perfluorocarbons (PFCs).

In phase 3 of the EU ETS (2013-2020), the European Union-wide cap for stationary installations decreased each year by a linear reduction factor of 1.74%. The 2013 cap was set on the basis of the average total quantity of allowances issued annually in 2008-2012. In phase 4 of the EU ETS (2021-2030), the cap on emissions continues to decrease annually at an increased annual linear reduction factor of 2.2%.

International credits are financial instruments that represent a tonne of CO2 removed or reduced from the atmosphere as a result of an emissions reduction project. The annual procedure of monitoring, reporting and verification (MRV), together with all the associated processes, is known as the ETS compliance cycle. Operators covered by the EU ETS are required to have an approved monitoring plan for monitoring and reporting annual emissions. Every year, operators must submit an emissions report. The data for a given year must be verified by an accredited verifier by March 31 of the following year. Once verified, operators must surrender the equivalent number of allowances by 30 April of that year. This or other developments may result in financial impacts on our operations that we cannot predict with certainty at this time, which could have a material adverse effect on our business, financial condition and results of operations.

Ballast Water Treatment System: In 2004 the IMO adopted the BWM Convention, implementing regulations calling for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention took effect in September 2017. Many of the implementation dates in the BWM Convention had

already passed prior to its effectiveness, so that the period of installation of mandatory ballast water exchange requirements would be extremely short, with several thousand ships a year needing to install BWTS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution revising the application dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM Convention. This, in effect, makes all vessels constructed before September 8, 2017 “existing vessels” and allows for the installation of a BWTS on such vessels at the first renewal survey following entry into force of the convention. In July 2017, the implementation scheme was further changed to require vessels with International Oil Pollution Prevention (“IOPP”) certificates expiring between September 8, 2017 and September 8, 2019 to comply at their second IOPP renewal. Each vessel in our current fleet has been issued a Ballast Water Management Plan Statement of Compliance by the classification society with respect to the applicable IMO regulations and guidelines. All our vessels are equipped with U.S. Coast Guard approved BWTS except four vessels that still require certain additional upgrades.

Polar Code: In November 2014 and May 2015, the IMO’s Maritime Safety Committee and MEPC, respectively, each adopted relevant parts of the International Code for Ships Operating in Polar Water (the “Polar Code”). The Polar Code entered into force on January 1, 2017. The Polar Code covers design, construction, equipment, operational, training, search and rescue as well as environmental protection matters relevant to ships operating in the waters surrounding the two poles. It also includes mandatory measures regarding safety and pollution prevention as well as recommendatory provisions. Ships intending to operate in the applicable areas must have a Polar Ship Certificate. This requires an assessment of operating in said waters and includes operational limitations, additional safety equipment and plans or procedures, necessary to respond to incidents involving possible safety or environmental consequences. A Polar Water Operational Manual is also needed on board the ship for the owner, operator, master, and crew to have sufficient information regarding the ship to assist in their decision-making process. The Polar Code applies to new ships constructed after January 1, 2017. After January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate, or renewal survey. These requirements have not had and we do not expect they will have a material effect on our operations.

Discharge of garbage: MARPOL Annex V seeks to eliminate and reduce the amount of garbage being discharged into the sea from ships. MARPOL Annex V generally prohibits the discharge of all garbage into the sea, except as provided. Under MARPOL Annex V, garbage includes all kinds of food, domestic and operational waste, all plastics, cargo residues, incinerator ashes, cooking oil, fishing gear, and animal carcasses generated during the normal operation of the ship and liable to be disposed of continuously or periodically. The IMO adopted new guidelines in 2012 under the revised Annex V to MARPOL, which prohibit discharge of garbage into the open sea, with certain exceptions, and require vessels to dispose of garbage at port garbage reception facilities. These guidelines became effective in January 2013. These requirements have not had and we do not expect they will have a material effect on our operations.

Discharges of oily substances, at sea: MARPOL Annex I covers all the fluids which contain oil and can be discharged overboard at sea. The affirmed objective of MARPOL Annex I, which entered into force on 2nd October 1983, is to protect the marine environment through the complete elimination of pollution by oil and other damaging elements and to lessen the chances of accidental discharge of any such elements.

Discharges of sewage: MARPOL Annex IV contains a set of regulations regarding the discharge of sewage into the sea from ships, including regulations regarding the ships' equipment and systems for the control of sewage discharge, the provision of port reception facilities for sewage, and requirements for survey and certification.

Bunker Convention: In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which imposes strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of ships over 1,000 gross tons to maintain insurance in specified amounts to cover their liability for relevant pollution damage. The Bunker Convention became effective on November 21, 2008. Liability limits under the Bunker Convention were increased as of June 2015. With respect to non-ratifying states, including the United States, liability for spills and releases of oil carried as bunker in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur. The IMO also adopted a requirement, which became effective in 2011, that vessels traveling through the Antarctic region (waters south of latitude 60 degrees south) must use lower density fuel. This requirement has not had and we do not expect that it will have a material effect on our operations, which do not involve Antarctic travel.

ISM Code: The operation of our vessels is also affected by the requirements set forth in the IMO’s International Safety Management (“ISM”) Code. The ISM Code requires vessel owners or any other person, such as a manager or bareboat charterer, who has assumed responsibility for the operation of a vessel from the vessel owner and on assuming such responsibility has agreed to take over all the duties and responsibilities imposed by the ISM Code, to develop and maintain an extensive SMS that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The ISM Code requires that vessel

operators obtain a “Safety Management Certificate” for each vessel they operate from the government of the vessel’s flag state. The certificate verifies that the vessel operates in compliance with its approved SMS. Currently, our Managers have the requisite documents of compliance and safety management certificates for each of the vessels in our fleet for which the certificates are required by the IMO. Our Managers are required to renew these documents of compliance and safety management certificates every five years. Compliance is externally verified on an annual basis for the Managers and between the second and third years for each vessel by the applicable flag state.

Although all our vessels are currently ISM Code-certified, such certification may not be maintained by all our vessels at all times. Non-compliance with the ISM Code may subject such party to increased liability, invalidate existing insurance or decrease available insurance coverage for the affected vessels and result in a denial of access to, or detention in, certain ports. For example, the U.S. Coast Guard and E.U. authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and E.U. ports.

The Maritime Labour Convention: The International Labour Organization’s Maritime Labour Convention was adopted in 2006 (“MLC 2006”). The basic aims of the MLC 2006 are to ensure comprehensive worldwide protection of the rights of seafarers (the MLC 2006 is sometimes called the Seafarers’ Bill of Rights) and, to establish a level playing field for countries and ship owners committed to providing decent working and living conditions for seafarers, protecting them from unfair competition on the part of substandard ships. The MLC 2006 was ratified on August 20, 2012, and all our vessels were certified by August 2013, as required. The MLC 2006 requirements have not had, and we do not expect that they will have, a material effect on our operations.

U.S. Regulations

The U.S. Oil Pollution Act of 1990: OPA 90 established an extensive regulatory and liability regime for the protection of the environment from oil spills and cleanup of oil spills. OPA 90 applies to discharges of any oil from a vessel, including discharges of fuel and lubricants. OPA 90 affects all owners and operators whose vessels trade in the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.’ territorial sea and its two hundred nautical mile exclusive economic zone. While our vessels do not carry oil as cargo, they do carry lubricants and fuel oil (“bunkers”), which subjects our vessels to the requirements of OPA 90.

Under OPA 90, vessel owners, operators and bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the discharge of pollutants results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges, or threatened discharges, of pollutants from their vessels, including bunkers.

OPA 90 preserves the right to recover damages under other existing laws, including maritime tort law.

Effective December 21, 2015, the U.S. Coast Guard adopted regulations that adjust the limits of liability of responsible parties under OPA 90 and established a procedure for adjusting the limits for inflation every three years. Effective November 12, 2019, those limits were adjusted to the greater of $1,200 per gross ton or $997,100 per non-tank vessel. On December 23, 2022, the U.S. Coast Guard again adjusted those limits to the greater of $1,300 per gross ton or $1,076,000 per non-tank vessel. These latest adjustments are expected to take effect on March 23, 2023. These limits of liability do not apply if an incident was directly caused by violation of applicable U.S. safety, construction or operating regulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with oil removal activities.

All owners and operators of vessels over 300 gross tons are required to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential aggregate liabilities under OPA 90 and CERCLA, which is discussed below. An owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the vessel in the fleet having the greatest maximum liability under OPA 90 and CERCLA. We have complied with these requirements by providing a financial guarantee evidencing sufficient self-insurance. We have satisfied these requirements and obtained a U.S. Coast Guard certificate of financial responsibility for all of our vessels.

The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or guarantor that furnishes certificates of financial responsibility and that the insurer or guarantor may only assert limited defenses. Certain organizations that had typically provided certificates of financial responsibility under pre-OPA 90 laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance

policy defenses. This requirement may limit the availability of coverage required by the U.S. Coast Guard and could increase our costs of obtaining this insurance for our fleet, as well as the costs of our competitors that also require such coverage.

We currently maintain, for each of our vessels, oil pollution liability coverage insurance in the amount of $1.0 billion per incident. Although our vessels carry a relatively small amount of bunkers, a spill of oil from one of our vessels could be catastrophic under certain circumstances. We also carry hull and machinery protection and indemnity insurance to cover the risks of fire and explosion.

Losses as a result of fire or explosion could be catastrophic under some conditions. While we believe that our existing insurance coverage is adequate, not all risks can be insured and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at reasonable rates. If the damages from a catastrophic spill exceed our insurance coverage, the payment of those damages could have a severe, adverse effect on us and could possibly result in our insolvency.

OPA 90 requires the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main propulsion, including bunkers, to prepare and submit a response plan for each vessel. These vessel response plans include detailed information on actions to be taken by vessel personnel to prevent or mitigate any discharge or substantial threat of such a discharge of ore from the vessel due to operational activities or casualties. All of our vessels have U.S. Coast Guard-approved response plans.

OPA 90 specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.

The U.S. Comprehensive Environmental Response, Compensation, and Liability Act: CERCLA applies to spills or releases of hazardous substances other than petroleum or petroleum products, whether on land or at sea. CERCLA imposes joint and several liability, without regard to fault, on the owner or operator of a ship, vehicle or facility from which there has been a release, and on other specified parties. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $0.5 million per vessel carrying non-hazardous substances ($5.0 million for vessels carrying hazardous substances), unless the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited. As described above, owners and operators of vessels must establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under CERCLA.

The U.S. Clean Water Act: The CWA prohibits the discharge of oil or hazardous substances in navigable waters and imposes strict liability in the form of penalties for any unauthorized discharges. It also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recently enacted OPA 90 and CERCLA, discussed above. The U.S. Environmental Protection Agency (“EPA”) regulates the discharge in U.S. ports of ballast water and other substances incidental to the normal operation of vessels. Under EPA regulations, commercial vessels greater than 79 feet in length are required to obtain coverage under the National Pollutant Discharge Elimination System (“NPDES”) the VGP to discharge ballast water and other wastewater into U.S. waters by submitting a Notice of Intent (a “NOI”). The VGP requires vessel owners and operators to comply with a range of best management practices and reporting and other requirements for a number of incidental discharge types and incorporates current U.S. Coast Guard requirements for ballast water management, as well as supplemental ballast water requirements. We have submitted NOIs for our vessels operating in U.S. waters and anticipate incurring costs to meet the requirements of the VGP. In addition, various states have enacted legislation restricting ballast water discharges and the introduction of non-indigenous species considered to be invasive. These and any similar ballast water discharge restrictions enacted in the future could increase the costs of operating in the relevant waters.

The 2013 VGP became effective in December 2013 and remains in effect during the implementation of the 2018 Vessel Incident Discharge Act (the “VIDA”), as discussed below. The 2013 VGP requires most vessels to meet numeric ballast water discharge limits on a staggered schedule based on the first dry docking after January 1, 2014, or January 1, 2016 (depending on vessel ballast capacity). The 2013 VGP also imposes more strict technology-based limits in the form of best management practices for discharges related to oil-to-sea interfaces and requires routine inspections, monitoring, reporting, and recordkeeping. The 2013 VGP also requires vessel modifications and the installation of ballast treatment equipment which will significantly increase the cost of investments to comply with such requirements.

For the first time, the 2013 VGP contains numeric ballast water discharge limits for most vessels. The 2013 VGP also contains more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber washwater, which will improve

environmental protection of U.S. waters. The EPA has also improved the efficiency of several of the VGP’s administrative requirements, including allowing electronic recordkeeping, requiring an annual report in lieu of the one-time report and annual noncompliance report, and requiring small vessel owners and/or operators to obtain coverage under the VGP by completing and agreeing to the terms of a Permit Authorization and Record of Inspection form. The 2013 vessel general permit requires the use of an environmentally acceptable lubricant for all oil to sea interfaces for vessels or alternative seal systems, unless technically infeasible. The intent of this new requirement is to reduce the environmental impact of lubricant discharges on the aquatic ecosystem by increasing the use of environmentally acceptable lubricants for vessels operating in waters of the U.S. We believe all our vessels are in compliance with the 2013 VGP.

On December 4, 2018, the VIDA was signed into law, establishing a new framework for the regulation of vessel incidental discharges under the CWA. The VIDA requires the EPA to develop performance standards for those discharges within two years of enactment and requires the U.S. Coast Guard to develop implementation, compliance and enforcement regulations within two years of the EPA’s promulgation of standards. Under the VIDA, all provisions of the 2013 VGP will remain in force and effect until the U.S. Coast Guard’s regulations are finalized. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking – Vessel Incident Discharge National Standards of Performance in the Federal Register for public comment. The comment period closed on November 25, 2020.

U.S. Air Emission Requirements: In 2008, the U.S. ratified the amended Annex VI of MARPOL, addressing air pollution from ships, which went into effect in 2009. In December 2009, the EPA announced its intention to publish final amendments to the emission standards for new marine diesel engines installed on ships flagged or registered in the U.S. that are consistent with standards required under recent amendments to Annex VI of MARPOL. The regulations include near-term standards that began in 2011 for newly built engines requiring more efficient use of engine technologies in use today and long-term standards that began in 2016 requiring an 80 percent reduction in nitrogen oxide emissions below current standards. The CAA also requires states to adopt State Implementation Plans (“SIPs”) designed to attain air quality standards. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment.

On November 1, 2022, amendments to MARPOL Annex VI adopted by the IMO came into effect. These “goal” or “performance-based” amendments are both of a technical and an operational nature, and they require ships to improve their energy efficiency with a view to reducing their greenhouse gas emissions, with a particular focus on carbon emissions. The U.S. Coast Guard is working to implement the amended provisions of MARPOL Annex VI, chiefly through proposed rule 1625-AC78, which remains at the proposed rule stage since its original publication in October of 2022. The amended MARPOL provisions and the rules proposed by the U.S. Coast Guard to implement them, in addition to any other new or more stringent air emission regulations which may be adopted could require significant capital expenditures to retrofit vessels and could otherwise increase our investment and operating costs.

Other Environmental Initiatives

The E.U. has adopted legislation that (1) requires member states to refuse access to their ports by certain substandard vessels, according to vessel type, flag and number of previous detentions; (2) obliges member states to inspect at least 25.0% of vessels using their ports annually and increase surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the E.U. with greater authority and control over classification societies, including the ability to seek to suspend or revoke the authority of negligent societies; and (4) requires member states to impose criminal sanctions for certain pollution events, such as the unauthorized discharge of tank washings. It is also considering legislation that will affect the operation of vessels and the liability of owners for oil pollution. While we do not believe that the costs associated with our compliance with these adopted and proposed E.U. initiatives will be material, it is difficult to predict what additional legislation, if any, may be promulgated by the E.U. or any other country or authority.

Several U.S. states, such as California, adopted more stringent legislation or regulations relating to the permitting and management of ballast water discharges compared to EPA regulations. These requirements do not currently impact our operational costs, as such technologies are not currently available. However if a decision is made to comply with such requirements, we could incur additional investment during the installation of any such ballast water treatment plants.

On June 29, 2017, the Global Industry Alliance (the “GIA”) was officially inaugurated. The GIA is a program, under the Global Environmental Facility-United Nations Development Program-IMO project, which supports shipping, and related industries, as they move towards a low carbon future. Organizations including, but not limited to, ship owners, operators, classification societies, and oil companies, signed to launch the GIA.

The China Maritime Safety Administration (the “China MSA”) issued the Regulation on Data Collection of Energy Consumption for Ships in November 2018. This regulation is effective as of January 1, 2019 and requires ships calling on

Chinese ports to report fuel consumption and transport work details directly to the China MSA. This regulation also contains additional requirements for Chinese-flagged vessels (domestic and international) and other non-Chinese-flagged international navigating vessels. In November 2022, the China MSA published an additional Regulation of Administrative Measures of Ship Energy Consumption Data and Carbon Intensity, which came into effect on December 22, 2022. This regulation was essentially enacted to implement MARPOL Annex VI to Chinese-flagged vessels, though a few of its provisions also apply to foreign ships with a gross tonnage of at least 400 entering and exiting Chinese ports. This Regulation essentially applies more stringent rules around that collection and reporting of data related to ships’ energy consumption, as is already required by the 2018 regulation.

The United States is currently experiencing changes in its environmental policy, the results of which have yet to be fully determined. For example, in April 2017, the U.S. President signed an executive order regarding the environment that targets the United States’ offshore energy strategy, which affects parts of the maritime industry and may affect our business operations. In 2021, the United States announced its commitment to working with the IMO to adopt a goal of achieving zero emissions from international shipping by 2050. Additional legislation or regulation applicable to the operation of our ships that may be implemented in the future could negatively affect our profitability.

Inventory of Hazardous Materials

Hong Kong Convention: On May 15, 2009, the IMO adopted the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 (the “Hong Kong Convention”). The Hong Kong Convention will enter into force two years after it has been ratified by 16 states representing 40% of the world fleet. The Hong Kong Convention has not yet entered into force. One of the key requirements of the Hong Kong Convention will be for ships over 500 gross tonnes operating in international waters to maintain an Inventory of Hazardous Materials (an “IHM”). Only warships, naval auxiliary and governmental, non-commercial vessels are exempt from the requirements of the Hong Kong Convention. The IHM has three parts:

•Part I - hazardous materials inherent in the ship’s structure and fitted equipment;

•Part II - operationally generated wastes; and

•Part III - stores.

Once the Hong Kong Convention has entered into force, each new and existing ship will be required to maintain Part I of IHM.

E.U. Ship Recycling Regulation: On November 20, 2013, the E.U. adopted Regulation (EU) No 1257/2013 (the “E.U. Ship Recycling Regulation”), which seeks to facilitate the ratification of the Hong Kong Convention and sets forth rules relating to vessel recycling and management of hazardous materials on vessels. In addition to new requirements for the recycling of vessels, the E.U. Ship Recycling Regulation contains rules for the control and proper management of hazardous materials on vessels and prohibits or restricts the installation or use of certain hazardous materials on vessels. The E.U. Ship Recycling Regulation applies to vessels flying the flag of an E.U. member state and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a member state. For example, when calling at a port or anchorage of a member state, a vessel flying the flag of a third country will be required, among other things, to have on board an IHM that complies with the requirements of the E.U. Ship Recycling Regulation and the vessel must be able to submit to the relevant authorities of that member state a copy of a statement of compliance issued by the relevant authorities of the country of the vessel’s flag verifying the inventory. The E.U. Ship Recycling Regulation took effect on non-E.U.-flagged vessels calling on E.U. ports of call beginning as of December 31, 2020.

Vessel Security Regulations

Several initiatives have been implemented to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) came into effect. To implement certain portions of the MTSA, the U.S. Coast Guard issued regulations in July 2003 requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the U.S. Similarly, in December 2002, amendments to SOLAS created a chapter of the convention dealing specifically with maritime security. This chapter came into effect in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the International Ship and Port Facilities Security Code (the “ISPS Code”). Among the various requirements are:

•on-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications;

•on-board installation of ship security alert systems;

•the development of vessel security plans; and

•compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid “International Ship Security Certificate” that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by the IMO, SOLAS and the ISPS Code, and we have approved ISPS certificates and plans on board all our vessels, which have been certified by the applicable flag state.

Cyber Security

Recent action by the IMO’s Maritime Safety Committee and U.S. agencies indicate that cyber security regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cyber security threats. The Maritime Safety Committee, at its 98th session in June 2017, adopted Resolution MSC.428(98) - Maritime Cyber Risk Management in Safety Management Systems. The resolution encouraged administrations to ensure that cyber risks are appropriately addressed in existing safety management systems (as defined in the ISM Code) no later than the first annual verification of the company's Document of Compliance after January 1, 2021. In response to the above cyber security resolution we performed a cyber security risk assessment for our vessels and implemented next generation firewall and incident reporting for the majority of the vessels in our fleet, while we are in the process of concluding such implementation for the remaining vessels. We also incorporated the cyber risk management system into the ship management system (SMS) for all vessels in our fleet.

Regulations on the Economic Substance Situation of the Marshall Islands

On January 1, 2019, the Economic Substance Regulations (ESRs), adopted by the Republic of the Marshall Islands, entered into force. ESRs apply to all non-resident entities based in the Marshall Islands and to foreign shipping entities registered in the Marshall Islands that meet the definition of "relevant entity" and derive income from "related activity". The term "relevant entity" according to the ESRs includes any non-domestic entity based in the Marshall Islands or a "foreign maritime entity" established under Marshall Islands law which is centrally managed and controlled outside the Marshall Islands and is a taxable entity of a state other than the Marshall Islands. The term "relevant activity" according to the ESRs refers to certain restrictively mentioned activities, including "shipping" and "holding business", which may apply to us and our Subsidiaries governed by the law of the Marshall Islands. According to the ESRs, for each annual reporting period, each relevant entity that earns income from a related activity should demonstrate in the context of an audit of its financial position that (i) its administration and management in relation to the relevant activity is carried out on Marshall Islands, (ii) its main business-related activity is in the Marshall Islands (although regulators understand and recognize that the core income-generating activities of shipping companies generally take place in international waters), and (iii) (a) has a sufficient amount of expenditure in the Marshall Islands, (b) has a sufficient physical presence in the Marshall Islands, and (c) has a sufficient number of qualified employees in the Marshall Islands, taking into account the size of the relevant activities in the Marshall Islands. As of July 1, 2020, all non-resident entities based in the Marshall Islands and the foreign shipping entities of the Marshall Islands are required to submit a declaration of financial status within twelve (12) months of their anniversary. The statement of financial situation is submitted to the corporate register on an annual basis. If the Corporate Registry finds that an entity does not meet the financial status criteria for the relevant reporting period, it will issue a non-compliance notice and impose penalties, which will be described in the notice. Penalties can range from fines of up to $ 100,000 and / or revocation of the entity's founding documents and dissolution. We intend to comply with all relevant ESR reporting requirements.

Coronavirus Outbreak

As of March 2020, the outbreak of Covid-19 was declared a pandemic by the World Health Organization. Covid-19 has resulted in globally reduced industrial activity with lower demand for cargoes such as iron ore and coal, contributing to lower drybulk rates in 2020. The outbreak of Covid-19 in China and other countries in early 2020, led to a number of countries, ports and organizations to take measures against its spread, such as quarantines and restrictions on travel. Such measures were taken initially in Chinese ports, where we conduct a large part of our operations, and gradually expanded to other countries globally covering most ports where we conduct business. These measures have and to the extent that the pandemic is not controlled may continue to cause trade disruptions due to, among other things, the unavailability of personnel, increased risks to our crew and personnel's well-being and operations and delays and increased expenses in substituting crew members. We operate in a sector of the economy that has been and to the extent that the pandemic is not controlled may continue to be adversely impacted by the effects of trade disruptions due to the spread of Covid-19, including the Delta variant, the Omicron variant, or other potential new Covid-19 variants. Such trade disruptions had adversely affected the level of imports to and exports from China and other

countries, which in turn had adversely affected the demand for our services, our business and results of operations, dry bulk shipping rates and the international shipping industry as a whole. The global slowdown of manufacturing as a result of Covid-19, also reflected in the GDP drop by 3.5% in 2020 according to the international monetary fund (“IMF”) data, had an impact on the global supply chain along with a consequential impact on construction projects and other downstream industries which had an adverse effect on our business. Disruption had spread to other markets, including key dry bulk and other commodity markets (e.g. iron ore, copper, zinc, nickel and lithium). Our business and the drybulk shipping industry as a whole has been impacted not only from a reduced demand for drybulk shipping services, but also from a reduced workforce and delays of crew changes as a result of quarantines applicable in several countries and ports, delays of vessels as a result of port checks due to cases, or suspected cases, of Covid-19, and its variants, amongst crew and diversion of vessels to ports where crew changes continued to take place.

Furthermore, scheduled dry-dockings, annual and intermediate surveys and unscheduled ship repairs and upgrades, have been delayed as a result of the impact of the Covid-19 outbreak on the repair yard workforce and the availability and transportation ability of technical teams to attend vessels. Any such delays or any failures to conduct repairs or upgrades, drydockings or surveys in a timely manner may affect our results of operations. During the fourth quarter of 2022, there has been a negative effect from the COVID-19 pandemic on our results of operations and financial condition due to crew repatriation and related costs of about $0.5 million compared to the respective pre-COVID-19 period. The Company has worked extensively to find solutions focusing on effectively managing crew changes despite such ongoing port lockdowns and travel restrictions. Difficulties have also been presented in relation to secondhand vessel acquisitions and vessel sales deliveries.

Presently, travel restrictions have been eased in most parts of the world, including China in the first quarter of 2023, however it is not known how the pandemic will develop in the future.

Following the Chinese economy opening in early 2023, if the pandemic continues within 2023 and similar restrictive measures are adopted for its control, delays may be expected in relation to the deliveries of our newbuilds and our newbuild program, which will affect our results of operations and our financial condition.

The extent and duration to which the Covid-19 outbreak and measures taken in response thereto may continue to negatively impact our business, financial performance and operating results, remain largely uncertain and dependent on future developments that cannot be accurately predicted at this time, such as the severity and transmission rate of the various new Covid-19 types, the extent to which vaccines are available to our crew, and the effectiveness of the containment actions taken, including travel and cargo restrictions, and the impact of these and other factors on the shipping industry as a whole. As a result, it is not possible to ascertain the overall impact of Covid-19 on our business. However, the occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of Covid-19 and any new virus wave, could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and our ability to pay dividends.

Disclosure of Activities Pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934

Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r) requires an issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran. Disclosure is required even where the activities, transactions or dealings are conducted in compliance with applicable law. Provided in this section is information concerning the activities of us and our affiliates that occurred in 2022 and which we believe may be required to be disclosed pursuant to Section 13(r) of the Exchange Act.

In 2022, our vessels did not make any port calls to Iran.

Our charter party agreements for our vessels restrict the charterers from calling in Iran in violation of E.U., U.S. or United Nation sanctions and that has not been authorized by the Office of Foreign Assets Control of the U.S. Department of the Treasury. There can be no assurance that our vessels will not, from time to time in the future on charterer’s instructions, perform voyages which would require disclosure pursuant to Exchange Act Section 13(r).

On January 16, 2016, the U.S. and the E.U. lifted nuclear-related sanctions on Iran through the implementation of the Joint Comprehensive Plan of Action (“JCPOA”) among the P5+1 (China, France, Germany, Russia, the U.K. and the U.S.), the E.U. and Iran to ensure that Iran’s nuclear program will be exclusively peaceful. All activities, transactions and dealings reported in this section occurred after the implementation of the JCPOA. However, U.S. nuclear-related sanctions have been re-imposed effective August 7, 2018 and November 5, 2018 as a result of the withdrawal of the U.S. from the JCPOA. We may charter our vessels to charterers and sub-charterers, including, as the case may be, Iran-related parties, who may make, or may sublet the

vessels to sub-charterers who may make, port calls to Iran, so long as the activities continue to be permissible and not sanctionable under applicable U.S. and E.U. and other applicable laws.

Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. Seasonality is related to several factors and may result in quarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we pay to our shareholders. For example the market for marine drybulk transportation services is typically stronger in the fall months in anticipation of increased consumption of coal in the northern hemisphere during the winter months and the grain export season from North America. Similarly, the market for marine drybulk transportation services is typically stronger in the spring months in anticipation of the South American grain export season due to increased distance traveled known as ton mile effect, as well as increased coal imports in parts of Asia due to additional electricity demand for cooling during the summer months. Demand for marine drybulk transportation services is typically weaker at the beginning of the calendar year and during the summer months. In addition, unpredictable weather patterns during these periods tend to disrupt vessel scheduling and supplies of certain commodities.

C. Organizational Structure

Safe Bulkers, Inc. is a holding company with 65 subsidiaries, 23 of which are incorporated in Liberia, 41 in the Republic of the Marshall Islands and 1 in the Republic of Cyprus, each as of February 24, 2023. Our subsidiaries are ultimately wholly-owned by us. A list of our subsidiaries as of February 24, 2023 is set forth in Exhibit 8.1 to this annual report.

D. Property, Plant and Equipment

We have no freehold or material leasehold interest in any real property. We occupy office space at Apt. D11, Les Acanthes, 6, Avenue des Citronniers, MC98000 Monaco, where our principal executive office is established. We also occupy office space at 5th floor, 61 rue du Rhone, 1204, Geneva, Switzerland, where a representation office is established. Other than our vessels, we do not have any material property. Certain of our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For further details regarding our credit facilities, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities.”


ITEM 4A.			UNRESOLVED STAFF COMMENTS

None.


ITEM 5.			OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the notes to those statements included elsewhere in this annual report. This discussion includes forward-looking statements that involve risks and uncertainties. As a result of many factors, such as those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements. Please see the section “Forward-Looking Statements” at the beginning of this annual report.

Overview

Our business is to provide international marine drybulk transportation services by operating vessels in the drybulk sector of the shipping industry. We deploy our vessels on a mix of period time and spot time charters according to our assessment of market conditions, adjusting the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with period time charters, or to profit from attractive spot time charter rates during periods of strong charter market conditions, or to maintain employment flexibility that the spot market offers during periods of weak time charter market conditions. We believe our customers, some of which have been chartering our vessels for over 26 years, enter into period time and spot time charters with us because of the quality of our modern vessels and our record of safe and efficient operations.

Our Managers

Our operations are managed by our Managers, Safety Management, Safe Bulkers Management Ltd., and Safe Bulkers Management Monaco, under the supervision of our executive officers and our board of directors. Under our Management

Agreements, our Managers provide us with technical, administrative and commercial services and our executive management. All three of our Managers are controlled by Polys Hajioannou. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements” for more information.

Selected Financial Data

The following table presents selected consolidated financial and other data of Safe Bulkers, Inc. for each of the five years in the five year period ended December 31, 2022. The selected consolidated financial data of Safe Bulkers, Inc. is a summary of, is derived from, and is qualified by reference to, our audited consolidated financial statements and notes thereto, which have been prepared in accordance with United States (the “U.S.”) generally accepted accounting principles (“U.S. GAAP”).

Our audited consolidated statements of operations, shareholders’ equity and cash flows for the years ended December 31, 2020, 2021 and 2022 and the consolidated balance sheets at December 31, 2021 and 2022, together with the notes thereto, are included in “Item 18. Financial Statements” and should be read in their entirety.

The historical results included below and elsewhere in this document are not necessarily indicative of our future performance.


	Year Ended December
	2018		2019		2020		2021		2022
	(in thousands of U.S. dollars except share data)
STATEMENT OF OPERATIONS
Revenues	$	201,548	$	206,682	$	206,035	$	343,475	$	364,050
Commissions	(8,357)		(8,921)		(7,877)		(14,444)		(14,332)
Net revenues	193,191		197,761		198,158		329,031		349,718
Voyage expenses	(6,378)		(13,715)		(41,582)		(9,753)		(9,969)
Vessel operating expenses	(63,512)		(68,569)		(70,086)		(72,049)		(80,211)
Depreciation and amortization	(48,067)		(50,310)		(54,269)		(52,364)		(49,518)
General and administrative expenses
Management fee to related parties	(16,536)		(18,050)		(18,884)		(19,221)		(17,723)
Company administration expenses	(2,706)		(2,589)		(2,618)		(3,277)		(4,079)
Early redelivery (cost)/gain, net	(105)		(63)		—		7,470		—

Other operating costs	—		(414)		(241)		—		(3,570)

Gain on sale of assets	—		—		—		11,579		—

Operating income	55,887		44,051		10,478		191,416		184,648
Interest expense	(25,713)		(26,815)		(21,233)		(14,719)		(17,138)
Other finance costs	(973)		(714)		(641)		(798)		(1,353)
Interest income	929		1,558		604		69		783
Gain/(loss) on derivatives	18		(121)		(1,303)		2,188		8,723
Foreign currency (loss)/gain	(670)		(76)		916		(910)		(1,101)
Amortization and write-off of deferred finance charges	(1,794)		(1,845)		(1,726)		(2,898)		(2,008)
Net income/(loss)	$	27,684	$	16,038	$	(12,905)	$	174,348	$	172,554
Earnings/(loss) per share of Common Stock, basic and diluted	$	0.16	$	0.04	$	(0.25)	$	1.44	$	1.36
Cash dividends declared per share of Common Stock	$	—	$	—	$	—	$	—	$	0.20
Cash dividends declared per share of Preferred B Shares	$	0.62	$	—	$	—	$	—	$	—
Cash dividends declared per share of Preferred C Shares	$	2.00	$	2.00	$	2.00	$	2.00	$	2.00
Cash dividends declared per share of Preferred D Shares	$	2.00	$	2.00	$	2.00	$	2.00	$	2.00
Weighted average number of shares of Common Stock outstanding, basic and diluted	101,604,339		101,686,312		102,617,944		113,716,354		120,653,507


	Year Ended December
	2018		2019		2020		2021		2022
	(in thousands of U.S. dollars)
OTHER FINANCIAL DATA
Net cash provided by operating activities	$	85,449	$	58,284	$	63,376	$	217,208	$	218,046
Net cash (used in)/provided by investing activities	(63,670)		(36,785)		(34,784)		8,554		(229,404)
Net cash (used in)/provided by financing activities	(15,580)		8,540		(9,293)		(225,906)		(40,101)
Net increase/(decrease) in cash and cash equivalents and restricted cash	6,199		30,039		19,299		(144)		(51,459)


	Year Ended December
	2018	2019	2020	2021	2022
	(in thousands of U.S. dollars)
BALANCE SHEET DATA
Total current assets	101,262	135,989	134,734	124,116	157,701
Total fixed assets	963,887	964,000	951,290	952,813	1,077,400
Other non-current assets	11,050	14,654	19,605	17,391	10,817
Total assets	1,076,199	1,114,643	1,105,629	1,094,320	1,245,918
Total current liabilities	54,606	86,784	104,715	88,692	91,317
Long-term debt, net of current portion and of deferred finance charges	538,508	536,995	531,883	315,796	370,806
Total liabilities	593,367	624,701	642,770	415,080	474,002
Mezzanine equity	16,998	17,200	18,112	—	—
Common stock, $0.001 par value	103	104	102	122	119
Total shareholders’ equity	465,834	472,742	444,747	679,240	771,916
Total liabilities and shareholders’ equity	1,076,199	1,114,643	1,105,629	1,094,320	1,245,918

A. Operating Results

Our operating results are largely driven by the following factors:

•Ownership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

•Available days. We define available days (also referred to as voyage days) as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with scheduled maintenance, which includes major repairs, drydockings, vessel upgrades or special or intermediate surveys. Available days are used to measure the number of days in a period during which vessels should be capable of generating revenues.

•Operating days. We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, excluding scheduled maintenance. Operating days are used to measure the aggregate number of days in a period during which vessels actually generate revenues.

•Fleet utilization on ownership days. We calculate fleet utilization on ownership days by dividing the number of our operating days during a period by the number of our ownership days during that period.This measure demonstrates the percentage of time in the relevant period our vessels generate revenue. During the three years ended December 31, 2022, our average annual fleet utilization on ownership days rate was approximately 94.26%.

•Fleet utilization on available days. We calculate fleet utilization on available days by dividing the number of operating days by the number of our available days during that period. Fleet utilization is used to measure a company’s ability to efficiently find suitable employment for its vessels and minimize the number of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special surveys. During the three years ended December 31, 2022, our average annual fleet utilization on available days rate was approximately 96.46%.

•Time charter equivalent rates. We define time charter equivalent rates (“TCE rates”) as our revenues less commissions and voyage expenses during a period divided by the number of our available days during the period. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on period time charters and spot time charters with daily earnings generated by vessels on voyage charters, because charter rates for vessels on voyage charters are generally not expressed in per day amounts, while charter rates for vessels on period time charters and spot time charters generally are expressed in such amounts. We use TCE to compare period-to-period changes in our performance despite changes in the mix of charter types and it assists investors and our management in evaluating our financial performance. We have only rarely employed our vessels on voyage charters and, as a result, generally our TCE rates approximate our time charter rates.

The following table reflects our revenues, commissions, voyage expenses, time charter equivalent revenue, available days and time charter equivalent rate for the periods indicated:


	Year Ended December 31,
	2021		2022
	(in thousands of U.S. dollars except available days and time charter equivalent rate)
Revenues	$	343,475	$	364,050
Less commissions	14,444		14,332
Less voyage expenses	9,753		9,969
Time charter equivalent revenue	$	319,278	$	339,749
Available days	14,678		14,959
Time charter equivalent rate	$	21,752	$	22,712

•Daily vessel operating expenses. We define vessel operating expenses to include the costs for crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance, statutory and classification expense, drydocking, intermediate and special surveys, tonnage taxes and other miscellaneous items. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. Our ability to control our fixed and variable expenses, including our daily vessel operating expenses, also affects our financial results. In addition, factors beyond our control can cause our vessel operating expenses to increase, including developments relating to market premiums for insurance, cost of lubricants and changes in the value of the U.S. dollar compared to currencies in which certain of our expenses are denominated, such as certain crew wages.

•Daily vessel operating expenses excluding drydocking and pre-delivery expenses. We calculate daily vessel operating expenses excluding drydocking and pre-delivery expenses by dividing vessel operating expenses excluding drydocking and pre-delivery expenses for the relevant period by ownership days for such period. This measure assists our management and investors by increasing the comparability of our performance from period to period. Drydocking expenses include costs of shipyard, paints and agent expenses, and pre-delivery expenses include initially supplied spare parts, stores, provisions and other miscellaneous items provided to a newbuild or second-hand acquisition prior to their operation, which costs may vary from period to period.

•Daily general and administrative expenses. We define general and administrative expenses to include daily management fees and daily company administration expenses as defined below. Daily vessel general and administrative expenses are calculated by dividing general and administrative expenses by ownership days for the relevant period.

•Daily management fees. We define management fees to include the fees payable to our Managers for managing our fleet. Daily management fees are calculated by dividing management fees by ownership days for the relevant period.

•Daily company administration expenses. We define company administration expenses to include expenses incurred related to the administration of our company such as legal costs, audit fees, independent directors’ compensation, listing fees to NYSE and other miscellaneous expenses. Daily company administration expenses are calculated by dividing company administration expenses by ownership days for the relevant period.

The following table reflects our ownership days, available days, operating days, fleet utilization, TCE rates, daily vessel operating expenses, daily vessel operating expenses excluding drydocking and pre-delivery expenses, daily general and administrative expenses and daily management fees for the periods indicated:


	Year ended December 31,
	2021			2022
Ownership days	14,916			15,321
Available days	14,678			14,959
Operating days	14,415			14,767
Fleet utilization on ownership days	96.64		%	96.38		%
Fleet utilization on available days	98.21		%	98.72		%
TCE rates	$	21,752		$	22,712
Daily vessel operating expenses	$	4,830		$	5,235
Daily vessel operating expenses excluding drydocking and pre-delivery expenses	$	4,529		$	4,738
Daily general and administrative expenses consisting of:	$	1,508		$	1,423
(a) Daily management fees	$	1,289		$	1,157
(b) Daily company administration expenses	$	219		$	266

Revenues

Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of daily charter rates that our vessels earn under our charters, which, in turn, are affected by a number of factors, including:

•levels of demand and supply in the drybulk shipping industry;

•the age, condition and specifications of our vessels;

•the duration of our charters;

•our decisions relating to vessel acquisitions and disposals;

•the amount of time that we spend positioning our vessels;

•the availability of our vessels, which is related to the amount of time that our vessels spend in dry-dock undergoing repairs and the amount of time required to perform necessary maintenance or upgrade work; and

•other factors affecting charter rates for drybulk vessels.

Revenue is recognized as earned on a straight-line basis over the charter period in respect of charter agreements that provide for varying rates. The difference between the revenue recognized and the actual charter rate is recorded either as unearned revenue or accrued revenue (see “—Unearned Revenue / Accrued Revenue” below). Commissions (address and brokerage), regardless of charter type, are always charged to us and are deferred and amortized over the related charter period and are presented as a separate line item in revenues to arrive at net revenues in the accompanying consolidated statements of operations.

Revenues are generated from time charters, period and spot, and voyage charters. Revenues from our time charters comprised 98.6%, 98.3% and 100.0%, respectively, of our revenues for the years ended December 31, 2020, 2021 and 2022, from which our period time charters comprised 48.7%, 75.1% and 77.9%, respectively, and our spot time charters comprised 49.9%, 23.2% and 22.1%, respectively, of our revenues for the years ended December 31, 2020, 2021 and 2022. Revenues from voyage charters comprised 1.4%, 1.7% and zero of our total revenues for the years ended December 31, 2020, 2021, respectively. No voyage charters were performed during the year ended December 31, 2022.

Unearned Revenue / Accrued Revenue

Unearned revenue as of December 31, 2022 includes: (i) cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date amounting to $5.3 million and (ii) deferred revenue resulting from straight-line revenue recognition in respect of charter agreements that provide for variable charter rates amounting to $11.6 million.

Unearned revenue as of December 31, 2021 includes: (i) cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date amounting to $7.0 million and (ii) deferred revenue resulting from straight-line revenue recognition in respect of charter agreements that provide for variable charter rates amounting to $12.0 million.

Accrued revenue as of December 31, 2022 represents revenue in the amount of $0.9 million earned prior to cash being received in respect of charter agreements that provide for variable charter rates.

Accrued revenue as of December 31, 2021 represents revenue in the amount of $0.9 million earned prior to cash being received in respect of charter agreements that provide for variable charter rates.

Commissions

We pay commissions currently reaching up to 5.0% on our period time and spot time charters, to unaffiliated ship brokers, to brokers associated with our charterers and to our charterers. These commissions are directly related to our revenues, from which they are deducted. The amount of our total commissions to unaffiliated ship brokers and other brokers associated with our charterers and to our charterers might grow, as revenues increase due to improving market conditions and delivery of our contracted newbuild vessels, or decrease as a result of deteriorating market conditions. These commissions do not include fees we pay to our Managers, which are described under “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet.”

Voyage Expenses

We charter our vessels primarily through period time charters and spot time charters under which the charterer is responsible for most voyage expenses, such as the cost of bunkers, port expenses, agents’ fees, canal dues, extra war risks insurance and any other expenses related to the cargo. We are responsible for the remaining voyage expenses such as draft surveys, hold cleaning, bunkers during ballast period or for vessel repositioning, courier and other minor miscellaneous expenses related to the voyage. We expect that our voyage expenses will decrease in the future if fewer vessels are employed in the spot market, in which case vessel repositioning costs should decrease. We generally do not employ our vessels on voyage charters under which we would be responsible for all voyage expenses.

Vessel Operating Expenses

Vessel operating expenses include costs for crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance, statutory and classification expense, drydocking, intermediate and special surveys, tonnage taxes and other minor miscellaneous items. We expect that our vessel operating expenses will slowly increase in the future as our fleet grows. Our crewing costs, which are a significant part of our vessel operating expenses, may increase in the future due to the limited supply and increase in demand for well-qualified crew. Furthermore, we expect that insurance costs, drydocking, maintenance, spare parts and stores costs will increase from the levels achieved in 2022 as our vessels age. A portion of our vessel operating expenses including crew wages paid to our Greek crew members are in currencies other than the U.S. dollar. These expenses may increase or decrease as a result of fluctuation of the U.S. dollar against these currencies.

Depreciation

We depreciate our drybulk vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Second-hand vessels are depreciated from the date of their acquisition through their remaining estimated useful life. Furthermore, we estimate the residual value of our vessels is equal to the product of its lightweight tonnage and estimated scrap rate, which we previously estimated to be $182 per light-weight ton. Effective January 1, 2022, we changed the estimate of vessels' residual value, from a scrap rate of $182 per light weight ton to $375 per light weight ton. The net income for the year ended December 31, 2022 would have been $163.9 million if there was no change in the estimated scrap value, representing a $8.6 million reduction to the net income, and the basic and diluted net earnings per share for the year ended December 31, 2022, would have been $1.28 per share and $1.28 per share, respectively, if there was no change in the estimated scrap value, representing a $0.08 and $0.08 reduction to the basic and diluted net earnings per share, respectively.

Vessels, Net

Vessels are stated at their historical cost, which consists of the contracted purchase price and any direct material expenses incurred upon acquisition (including improvements, on-site supervision expenses incurred during the construction period if the vessels are newbuilds, commissions paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage), less accumulated depreciation and impairment charges, if any. Financing costs incurred during the construction period of the vessels if the vessels are newbuilds are also capitalized and included in the vessels’ cost. Certain subsequent expenditures for

conversions and major improvements are also capitalized, if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.

As of December 31, 2021 and 2022, we capitalized interest amounting to $57 thousand and $513 thousand, respectively.

General and Administrative Expenses

General and administrative expenses consist of management fees paid to our Managers and expenses incurred relating to the administration of the Company.

Management fees paid to our Managers include services offered to us for managing our vessels (i.e., chartering, operations, technical, supply, crewing and accounting services), the services provided to us by our executive officers as well as the preparation of disclosure documents and the preparation for compliance with the Sarbanes-Oxley Act. Pursuant to the terms of the Management Agreements with our Managers, for the provision of such services, we pay a daily ship management fee of €875 per vessel and pay Safe Bulkers Management Monaco an annual ship management fee of €3.50 million.

Expenses related to the administration of our company primarily include legal costs, audit fees, independent directors’ compensation, listing fees to the NYSE and other miscellaneous expenses such as director and officer liability insurance costs and public relations expenses.

Interest Expense and Other Finance Costs

We incur interest expense on outstanding indebtedness under our existing loan and credit facilities, which we include in interest expense. We also incurred financing costs in connection with establishing those facilities, which are deferred and amortized over the period of the facility. The amortization of the finance costs is included in amortization and write-off of deferred finance charges. We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings.

Inflation

Inflation is expected to have a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our financing expenses, operating, voyage and administrative expenses.

Early Redelivery Income/(Cost), Net

Early redelivery cost reflects amounts payable to charterers for early termination of a period time charter resulting from our request for early redelivery of a vessel. We generally request such early redelivery when we would like to take advantage of a favorable period time charter market environment and believe that an opportunity to enter into a similarly priced period time charter is not likely to be available when the relevant vessel is scheduled to be redelivered.

Early redelivery income reflects amounts payable to us for early termination of a period time charter resulting from a charterer’s request for early redelivery of a vessel. We may accept such requests from charterers when we believe that we are compensated for a substantial portion of the contracted revenue, reduce our third party risk or maintain the opportunity to re-employ the vessel either in the spot market or in the period time charter market at adequate levels.

We have entered into such arrangements for early redelivery, and incurred such costs or earned such income in the past and we may continue to do so in the future, depending on market conditions.

Results of Operations

Year ended December 31, 2022 compared to year ended December 31, 2021

During the year ended December 31, 2022, we had an average of 42.0 drybulk vessels in our fleet. During the year ended December 31, 2021, we had an average of 40.9 drybulk vessels in our fleet.

During the year ended December 31, 2022, we acquired the newbuild Post Panamax vessel Climate Respect and the newbuild Kamsarmax vessel Vassos and the second-hand Capesize vessels Maria, Aghia Sofia and Michalis H.

During the year ended December 31, 2021, we acquired the second-hand Panamax vessels Paraskevi 2 and Koulitsa 2 and the second hand Post Panamax vessel Venus Harmony and we obtained a right of use asset, the second-hand Capesize vessel Stelios Y.

Revenues

Revenues increased by 6.0%, or $20.6 million, to $364.1 million during the year ended December 31, 2022 from $343.5 million during the year ended December 31, 2021, mainly due to the prevailing market rates and the additional revenues earned by our scrubber-fitted vessels.

Commissions

Commissions to unaffiliated ship brokers, other brokers associated with our charterers and our charterers during the year ended December 31, 2022 amounted to $14.3 million, a decrease of $0.1 million, or 0.7%, compared to $14.4 million during the year ended December 31, 2021. Commissions as a percentage of revenues decreased to 3.9% of revenues during the year ended December 31, 2022 compared to 4.2% of revenues for the year ended December 31, 2021.

Voyage expenses

During the year ended December 31, 2022, we recorded voyage expenses of $10.0 million, compared to $9.8 million during the year ended December 31, 2021, a 2.0% increase mainly due to decreased prices of fuel sold as well as increased quantity of bunkers consumed under certain time charters for which the Company receives variable consideration based on charterers consumption.

Vessel operating expenses

Vessel operating expenses increased by 11.4% to $80.2 million during the year ended December 31, 2022 from $72.0 million during the year ended December 31, 2021. Ownership days in 2022 compared to 2021 increased by 2.7%, to 15,321 days from 14,916. Daily operating expenses increased by 8.4% to $5,235 during the year ended December 31, 2022 from $4,830 during the year ended December 31, 2021.

Vessel operating expenses increased as a net result of the following:

(i) the increase in crew wages, repatriation and related crew costs expenses by 3.5% to $38.1 million in 2022, compared to $36.8 million in 2021, due to increased ownership days and increased repatriation costs as a result of Covid travel restrictions;

(ii) the increase in cost of spares, stores and provisions by 7.1% to $16.6 million in 2022 compared to $15.5 million in 2021, primary due to increased transportation and delivery costs that have prevailed in the market during 2022 and increased initial supplies for our second-hand and newbuild acquired vessels;

(iii) the increase in repairs, maintenance and drydocking costs by 37.5% to $12.1 million in 2022, compared to $8.8 million in 2021, primarily due to the increased dry docking cost of $6.7 million during 2022, compared to $4.1 million for the same period of 2021, as a result of increased costs for environmental upgrades, primarily increased costs for surface preparation and application of low friction paints that have been applied during dry-dockings in 2022, instead of the standard paints applied in the past, and increased transportation and delivery costs. During 2022, 6 drydockings were fully completed and one partial completed, compared to 7 drydockings fully completed during 2021;

(iv) the increase in lubricant costs by 34.2% to $5.1 million in 2022, compared to $3.8 million in 2021, primarily due to increased lubricant unit prices and to a lesser extent to increased ownership days in 2022 compared to 2021; and

(v) the increase in insurance costs by 30.6% to $4.7 million in 2022, compared to $3.6 million in 2021, primarily due to increased vessels' insured value, reflecting increased insurance premium and to a lesser extent to increased ownership days in 2022 compared to 2021.

Other factors influencing vessel operating expenses, such as taxes and other miscellaneous expenses, had a minor effect on the increased operating expenses.

The Company expenses drydocking and pre-delivery costs as incurred, which costs may vary from period to period. Vessel operating expenses excluding vessel drydocking and pre-delivery costs increased by 7.4% to $72.6 million in 2022, compared to $67.6 million in 2021, primarily due to increased vessel operating days, crew wages, insurance and lubricant costs. Drydocking expense is related to the number of drydockings in each period and pre-delivery expense is related to the number of vessel deliveries and second-hand acquisitions in each period. Certain other shipping companies may defer and amortize drydocking expense. Daily operating expenses, excluding vessel drydocking and pre-delivery costs, increased by 4.6% to $4,738 during the year ended December 31, 2022 from $4,529 during the year ended December 31, 2021.

Gain on sale of assets

Gain on sale of assets amounted to zero during the year ended December 31, 2022, compared to $11.6 during the year ended December 31, 2021, as a result of gain on the sale of 7 of our vessels in 2021.

Depreciation and amortization

Depreciation and amortization expense decreased by 5.5% to $49.5 million during the year ended December 31, 2022, compared to $52.4 million during the year ended December 31, 2021, as a result of the change in the estimate of vessels' residual value, from a scrap rate of $182 per light weight ton to $375 per light weight ton, effective January 1, 2022, partially set off by the increased number of vessels during 2022. The Net Income for the year ended December 31, 2022 would have been $163,910 if there was no change in the estimated scrap value, representing a $8,644 reduction to the net income, and the basic and diluted net earnings per share for the year ended December 31, 2022, would have been $1.28 per share and $1.28 per share, respectively, if there was no change in the estimated scrap value, representing a $0.08 and $0.08 reduction to the basic and diluted net earnings per share, respectively.

General and administrative expenses

General and administrative expenses decreased by 3.1% to $21.8 million during the year ended December 31, 2022, compared to $22.5 million during the year ended December 31, 2021. The decrease of $0.7 million is mainly due to the decrease in the management fees charged by our Managers of $17.7 million in 2022 from $19.2 million in 2021. Management fees which are denominated in Euros decrease in 2022 compared to 2021 due to the weakening of the exchange rate of Euro versus USD partially offset by the increase of ownership days from 14,916 in 2021 to 15,321 in 2022.

As a result:

•Daily general and administrative expenses which consist of daily management fees and daily company administration expenses, decreased by 5.6% to $1,423 during the year ended December 31, 2022, from $1,508 during the year ended December 31, 2021;

•Daily management fees decreased by 10.2% to $1,157 during the year ended December 31, 2022, from $1,289 during the year ended December 31, 2021; and

•Daily company administration expenses increased by 21.5% to $266 during the year ended December 31, 2022, from $219 during the year ended December 31, 2021.

Interest expense

Interest expense increased by 16.3% to $17.1 million during the year ended December 31, 2022, compared to $14.7 million, during the year ended December 31, 2021. This was the combining effect of: i) the increase in the weighted average interest rate of our outstanding indebtedness of 3.255% per annum (“p.a.”) for the year ended December 31, 2022, compared to the weighted average interest rate of our outstanding indebtedness of 2.642% p.a. for the year ended December 31, 2021 reflecting the increasing interest rate environment, and ii) the decrease in average loans outstanding of $520.8 million during the year ended December 31, 2022, compared to the average loans outstanding of $548.6 million during the year ended December 31, 2021. The total principal amount of loans outstanding as of December 31, 2022 was $422.6 million, compared to $360.3 million as of December 31, 2021.

The discussion relating to the year ended December 31, 2021 compared to year ended December 31, 2020, can be found in the Company’s 20-F for the year ended December 31, 2021 filed with the SEC on March 30, 2022, under ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS - Year ended December 31, 2021 compared to year ended December 31, 2020.

B. Liquidity and Capital Resources

As of December 31, 2022, we had liquidity of $319.3 million consisting of cash, cash equivalents, bank time deposits and restricted cash of $123.3 million, $145.0 million available under our revolving credit facilities, and up to $51.0 million available under financing agreements. We had an existing fleet of 44 vessels, one of which held for sale, and nine newbuild vessels in our orderbook. Furthermore, we had contracted revenue of approximately $292.0 million, net of commissions, from our non-cancellable spot and period time charter contracts, including contracted revenue linked to the BPI and BCI index, calculated as of December 31, 2022, and excluding the Scrubber benefit, and additional borrowing capacity in relation to seven unencumbered vessels and seven newbuilds upon their delivery. Our aggregate remaining contractual obligations as of December 31, 2022 were $850.5 million of which $242.6 million payable in 2023, $273.2 million payable in 2024 and 2025, $256.4 million payable in 2026 and 2027 and $78.3 million payable 2028 onwards. The aggregate remaining contractual obligations consist of:

i) $422.6 million of aggregate debt outstanding of which $45.7 million relates to the current portion of long term debt payable within 2023;

ii) $236.1 million of remaining capital expenditure requirements relating to the purchase consideration of the nine newbuilds, of which $147.8 million payable in 2023;

iii) $99.3 million of payments to our Managers which represent the daily and annual ship management fees, the acquisition fees and the supervision fees, of which $24.1 million payable in 2023;

iv) $89.8 million of interest and bond coupon payments, consisting of estimated interest payments we expect to make with respect to our long-term debt obligations, reflecting an assumed LIBOR-based applicable interest rate of 5.138% (using the six-month LIBOR rate as of December 31, 2022) and an assumed Term SOFR-based applicable interest rate of 4.78131% (using the six-month Term SOFR rate as of December 31, 2022) plus the relevant margin of the applicable credit facility; and

v) $2.7 million of the remaining vessel upgrades and improvements, relating to BWTS and Scrubber investments, all payable in 2023.

As of February 24, 2023, we had liquidity of $346.1 million consisting of cash, cash equivalents, bank time deposits and restricted cash of $95.6 million, $132.0 million available under the revolving credit facilities and up to $118.5 million available under financing agreements. We had an existing fleet of 44 vessels and nine newbuild vessels in our orderbook. Furthermore, we had contracted revenue of approximately $247.7 million, net of commissions, from our non-cancellable spot and period time charter contracts, including contracted revenue linked to the BPI and BCI index, calculated as of February 24, 2023, and excluding the scrubber benefit, and additional borrowing capacity in relation to seven unencumbered vessels and six newbuilds upon their delivery. The aggregate remaining capital expenditure requirements for the acquisition of the nine newbuilds, amounted to $250.3 million, of which $132.8 million is payable in 2023, $74.5 million payable in 2024 and $43.0 million payable in 2025. Further we had $411.9 million of aggregate debt outstanding, of which $23.3 million relates to the current portion of long term debt payable within the remainder of 2023.

Our primary liquidity needs are to fund financing expenses, debt repayment or refinancing, vessel operating expenses, general and administrative expenses, capital expenditures in relation to vessel acquisitions and vessel improvements, redemption of preferred shares and dividend payments to our shareholders. We anticipate that our primary sources of funds will be existing cash and cash equivalents and bank time deposits which as of December 31, 2022 amounted to $113.4 million, cash generated from operations, available amounts under our revolving credit facilities of up to $145.0 million, committed aggregate borrowing capacity of up to $51.0 million and, possibly, other future equity or debt financing.

In our opinion, the contracted cash flow from operations, the committed borrowing capacity and the existing cash and cash equivalents will be sufficient to fund the operations of our fleet and any other present financial requirements of the Company, including our working capital requirements, and our capital expenditure requirements at least through the end of the first quarter of 2024. However, we may seek and refinance our debt which may result in additional indebtedness and/or deferring repayments to later periods, and/or lower interest rates to maintain a strong cash position. In addition we may issue common equity including sales under our ATM Program. Future needs in relation to financing and investing activities may involve equity issuance or refinancing of existing debt and financing of any future fleet replacement and expansion program or fleet upgrades and improvements, in addition to use of our existing cash and operating cash surplus. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality of our charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial and equity markets and contingencies and uncertainties that are beyond our control. To the extent that market conditions deteriorate, charterers may default or seek to renegotiate charter contracts, and vessel valuations may decrease, resulting in a breach of our debt covenants. In addition, refinancing of our existing debt in the future may be difficult. Our contracted revenues may

decrease and we may be required to make additional prepayments under existing loan facilities, resulting in additional financing needs.

A failure to fulfill our capital expenditures commitments generally results in a forfeiture of advances paid with respect to the contracted newbuild vessel and a write-off of capitalized expenses. In addition, we may also be liable for other damages for breach of contract. A failure to satisfy our financial commitments could result in the acceleration of our indebtedness and foreclosure on our vessels. Such events could adversely impact the dividends we intend to pay, and could have a material adverse effect on our business, financial condition and results of operation.

We paid dividends to our common shareholders each quarter between the date of our initial public offering in June 2008 and the second quarter of 2015. In March 2022, we re-established paying dividends to our common shareholders and have since paid another three quarterly consecutive dividends of $0.05 per common share, totaling $24.1 million. In February 2023, we declared a cash dividend of $0.05 per share of Common Stock payable on March 17, 2023 to shareholders of record on March 1, 2023.

During 2022, we declared and paid four quarterly consecutive dividends of $0.50 per share of Series C Preferred Shares, totaling $2.4 million, and four quarterly consecutive dividends of $0.50 per share of Series D Preferred Shares, totaling $6.4 million. In January 2023, we declared and paid a dividend of $0.50 per share for each of Series C Preferred Shares, totaling $0.4 million, and of Series D Preferred Shares, totaling $1.6 million.

Our future liquidity needs will impact our dividend policy. The declaration and payment of dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. There is no guarantee that the Company’s Board of Directors will determine to issue cash dividends in the future. The timing and amount of any dividends declared will depend on, among other things: (i) the Company’s earnings, fleet employment profile, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to the Company’s growth, fleet renewal and leverage strategies; (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends; (iv) restrictive covenants in the Company’s existing and future debt instruments; and (v) global economic and financial conditions. In addition, cash dividends on our Common Stock are subject to the priority of dividends on our Preferred Shares.

On July 13, 2020, we filed a shelf registration statement to prepare for our ATM Program. On August 7, 2020 we filed a prospectus supplement to commence our ATM Program of up to $23.5 million of our common stock. We entered into a sales agreement with DNB Markets, Inc. (“DNB”) as our sales agent, relating to the shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the sales agreement, we may, through our sales agent, offer and sell from time to time shares of our common stock having an aggregate offering price of up to $23.5 million. On May 26, 2021, we entered into a second prospectus supplement in order to upsize our ATM Program offering to $100.0 million. With DNB still engaged as our sales agent, we entered into Amendment No. 1 to the sales agreement to continue our ATM Program. As of December 31, 2021, we had offered to sell and had sold 19,417,280 shares under the ATM program for net proceeds of approximately $71.5 million. We have not offered to sell and had not sold any additional shares of common stock under the ATM Program during the year ended December 31, 2022 and as of February 24, 2023.

In June 2022, we authorized a program under which we may from time to time purchase up to 5,000,000 shares of our common stock. As of February 24, 2023, 2,807,418 shares of common stock had been repurchased and cancelled under the repurchase program.

In February 2022, our wholly owned subsidiary Safe Bulkers Participations successfully completed a public offer in Greece of €100,000,000 of an unsecured bond that was admitted for trading in the Athens Exchange under the ticker symbol SBB1. The Bond is guaranteed by the Company, is non-amortizing, matures in February 2027, and carries a coupon of 2.95% payable semi-annually. It may be redeemed early by the Company in part or in full after February 2024, subject to the payment of premium ranging from 1.5% to 0.5% of the redeemed amount depending on the timing of the redemption. The net proceeds of the offering were used for the acquisition of vessels. One of the independent members of the board of directors of the Company currently serves as the Chief Executive Officer of the financial institution that was the adviser and one of the lead underwriters in the public offer of the Bond. The transaction was evaluated and approved by the board of directors of the Company excluding that independent member of the board of directors of the Company.

As of December 31, 2022, and as of December 31, 2021, we did not have any off-balance sheet arrangements.

Cash Flows

Cash and cash equivalents decreased to $49.2 million as of December 31, 2022, compared to $101.0 million as of December 31, 2021. We consider highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents were primarily held in U.S. dollars.

Net Cash Provided by Operating Activities

Net cash provided by operating activities amounted to $218.0 million in 2022 and $217.2 million in 2021, consisting of net income after non-cash items of $227.1 million and $210.5 million respectively plus a decrease in working capital of $9.1 million and increase of $6.7 million during 2022 and 2021, respectively.

The major drivers of the change of net cash provided by operating activities are the increased inflows related to net revenues of $20.7 million in 2022 compared to 2021, the increased outflows related to interest expense of $2.4 in 2022 compared to 2021 and the increased outflows related to the operating expenses of $8.2 million in 2022 compared to 2021. The major drivers of the cash outflow of the working capital during 2022 are the increased inventories of $13.2 million, as a result of the increased bunker inventory due to increased number of vessels in the spot market, the increased prepaid expenses of $2.3 million as a result of the difference in the timing of payments and the decreased unearned revenue of $2.2 million as a result of the timing of revenue collection, the recognition of straight line revenue for charter parties we entered in 2020 and 2021, and the increased accrued liabilities of $4.7 million mainly due to increased accrued interest expenses, accrued repairs and maintenance services and accrued sundries expenses, offset by decreased accrued other financial expenses and decreased accrued interest rate swap expenses.

Net Cash (Used in)/ Provided by Investing Activities

Net cash flows used in investing activities were $229.4 million for the year ended December 31, 2022 compared to cash flows provided by investing activities of $8.6 million for the year ended December 31, 2021. The increase in cash flows used in investing activities of $238.0 million from 2021 is mainly attributable to the following factors: (i) a decrease of $90.2 in proceeds from sale of assets during the year ended December 31, 2022 compared to the same period of 2021, (ii) a net increase of $63.1 million in time deposits during the year ended December 31, 2022, compared to a net decrease of $10.7 million during the same period of 2021 and (iii) an increase of $74.0 million in payments for vessel acquisitions, advances for vessels under construction and major improvements during the year ended December 31, 2022 compared to the same period of 2021.

Net Cash Used in Financing Activities

Net cash flows used in financing activities were $40.1 million for the year ended December 31, 2022, compared $225.9 million for the year ended December 31, 2021. This decrease in cash flows used in financing activities of $185.8 million, compared to the year ended December 31, 2021, is mainly attributable to a decrease of $243.4 million in long term debt principal payments, a decrease in payments of common stock offering expenses of $0.4 million and an increase in proceeds from long-term debt by $80.8 million compared to the year ended December 31, 2021, offset by an increase of $19.6 in redemption of preferred stock, an increase of $12.2 in finance lease payments, an increase of $4.0 million in the payment of deferred financing costs, an increase in repurchases of common stock by $9.1 million, a decrease of $71.5 in proceeds from issuance of common stock and an increase of $22.4 in dividend payments compared to the year ended December 31, 2021.

The discussion relating to the cash flows for the year ended December 31, 2021 compared to year ended December 31, 2020, can be found in the Company’s 20-F for the year ended December 31, 2021 filed with the SEC on March 30, 2022, under ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS - B. Liquidity and Capital Resources.

Credit Facilities

We operate in a capital intensive industry which requires significant amounts of investment, and we fund a portion of this investment through long-term debt. We or our subsidiaries have generally entered into financing arrangements in order to finance the acquisition of our vessels, to refinance existing indebtedness and for general corporate purposes. In 2022, (a) a subsidiary of ours consummated a sale and lease back transaction for a newbuild vessel that was delivered to it, whereby the vessel was sold to a third party and immediately leased back to us under a bareboat charter for ten years with a purchase obligation at the end of the bareboat period and with purchase options at predetermined dates and prices during the period of the bareboat charter. The proceeds from the transaction were used to finance the delivery installment of the vessel and for general corporate purposes. In view of the purchase obligation at the end of the bareboat charter, we have assessed that the transaction be a financing transaction, (b) one our subsidiaries entered into a sale and lease back transaction for one of our vessels, whereby the vessel was sold to a third party and immediately leased back to us under bareboat charter for five years, with a purchase obligation at the end of the bareboat period and with purchase options at predetermined dates and prices during the period of the

bareboat charter. The proceeds from the transaction were used to finance the delivery installment of the vessel and for general corporate purposes. In view of the purchase obligation at the end of the bareboat charter, we have assessed that the transaction be a financing transaction, (c) two of our subsidiaries entered into respective credit facilities that will be consummated upon delivery of the newbuild vessels to the respective subsidiaries, and that will be used to finance the delivery installment of the vessels and for general corporate purposes, (d) seven of our subsidiaries entered into a credit facility which was used to refinance loan facilities secured by eight vessels, seven of which secure the new credit facility, the proceeds of which were used to refinance three credit facilities with the same financial institution, and (e) four of our subsidiaries entered into an amendment regarding the credit facility that they are party to, whereby the maturity of the facility was extended by four years and the repayment schedule was amended accordingly.

The term of our 18 financing arrangements outstanding as of December 31, 2022, ranged from five to 10 years. They are repaid by monthly or, quarterly principal installments and a balloon payment due on maturity. We generally pay interest at LIBOR or SOFR plus a margin, except for one facility which is deemed to bear interest at a fixed rate, and five facilities, where a portion of the principal amounts is deemed to bear interest at a fixed rate.

The obligations under our financing arrangements are secured by, among other types of security, first priority mortgages over the vessels owned by the respective borrower subsidiaries, first priority assignments of all insurances and earnings of the mortgaged vessels or ownership of the vessels under sale and leaseback financing and guarantees by us.

Covenants Under Credit Facilities

The credit facilities impose operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit our subsidiaries’ ability to, among other things, and subject to exceptions set forth in such credit facilities:

•pay dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends;

•enter into certain long-term charters without the lenders’ consent;

•incur additional indebtedness, including through the issuance of guarantees;

•change the flag, class or management of the vessel mortgaged under such facility or terminate or materially amend the management agreement relating to such vessel;

•create liens on their assets;

•make loans;

•make investments;

•make capital expenditures;

•undergo a change in ownership or control or permit a change in ownership and control of our Managers;

•sell the vessel mortgaged under such facility; and

•change our chief executive officer.

Our credit facilities also require certain of our subsidiaries to maintain financial ratios and satisfy financial covenants. Depending on the credit facility, certain of our subsidiaries are subject to financial ratios and covenants requiring that these subsidiaries:

•meet the Minimum Value Covenant of 112%, 115%, 120% or 135%, as the case may be, for credit facilities outstanding;

•maintain a minimum cash balance per vessel with the respective lender from $200,000 to $500,000 as the case may be; and

•ensure that we comply with certain financial covenants under the guarantees described below.

In addition, under guarantees we have entered into with respect to certain of our subsidiaries’ existing credit facilities, we are subject to financial covenants. Depending on the facility, these financial covenants include the following:

•under the Consolidated Leverage Covenant, our total consolidated liabilities divided by our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) must not exceed 85%;

•under the Net Worth Covenant, our total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less our total consolidated liabilities must not be less than $150 million ;

•under the EBITDA Covenant, the ratio of our EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis;

•under the Control Covenant, a minimum of 30% or 35%, as the case may be, of our shares shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities and, in the case of one facility, Polys Hajioannou, is required to beneficially hold a minimum of 20% of the voting and ownership rights; and

•payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends.

The Minimum Value Covenant, Consolidated Leverage Covenant, EBITDA Covenant, Net Worth Covenant and Control Covenant do not apply to the Pinewood, Shikokuepta, Agros and Kyotofriendo One financing agreements. The EBITDA Covenant does not apply to the Shikokuokto, Gloversix, Pentakomo and Maxdekatria financing agreements and to the Monagrouli loan facility. The Minimum Value Covenant does not apply to the Maxdeka, Shikoku, Shikokutessera, Glovertwo and Maxtessera financing agreements.

As of December 31, 2022, the Company was in compliance with all debt covenants that were in effect with respect to its loan and credit facilities.

Bond

The Bond is not secured by any of our vessels or any other assets, is guaranteed by us and pays a coupon of 2.95% on a semi-annual basis. It matures in February 2027, has no principal payments during its tenor and may be redeemed at our option in part or in full after February 2024, subject to the payment of a premium ranging from 1.5% to 0.5% of the redeemed amount depending on the timing of the redemption.

Covenants Under the Bond

Under the Bond, we are subject to financial covenants, including the following:

•under the EBITDA Covenant, the ratio of our EBITDA over consolidated net interest expense must not be less than 2.0:1, on a trailing 12 months’ basis;

•payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends;

•a minimum of 30% of its voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the Bond.

As of December 31, 2022, the Company was in compliance with all covenants that were in effect with respect to the bond.

During 2022, we received proceeds of $259.6 million under our credit and financing facilities and we repaid $191.3 million of our indebtedness. As of December 31, 2022, we had 18 outstanding financing arrangements and the Bond with a combined outstanding balance of $422.6 million. These debt facilities had maturity dates between 2023 and 2032. During 2023, we are scheduled to repay $45.7 million of our long-term debt outstanding as of December 31, 2022.

For a description of our debt facilities as of December 31, 2022, please see Note 8 of the consolidated financial statements included elsewhere in this annual report.

C. Research and Development, Patents and Licenses

We have not incurred expenditures relating to research and development, patents or licenses for the last three years.

D. Trend Information

Our results of operations depend primarily on the charter hire rates that we are able to realize, and the demand for drybulk vessel services. During 2017, the BDI experienced significant volatility, reaching an annual low of 685 in February 2017 and an annual high of 1,743 in December 2017. During 2018, the BDI remained volatile, reaching an annual low of 948 in April 2018

and an annual high of 1,774 in July 2018. During 2019, 2020, 2021 and 2022, the BDI, remained volatile, reaching an annual low of 595 on February 11, 2019 and a high of 2,518 on September 4, 2019 for 2019, an annual low of 393 on May 14, 2020 and an annual high of 2,097 on October 6, 2020 for 2020, an annual low of 1,303 on February 10, 2021 and an annual high of 5,650 on October 7, 2021, an annual low of 965 on August 31, 2022 and an annual high of 3,369 on May 23, 2022, and a low of 530 on February 16, 2023 and a high of 1,250 on January 3, 2023, thus far in 2023.

Global growth is projected to fall from an estimated 3.4% in 2022 to 2.9% in 2023, as forecasted in the January 2023 World Economic Outlook of the International Monetary Fund. The rise in central bank rates to fight inflation and Russia’s war in Ukraine continue to weigh on economic activity. The rapid spread of Covid-19 in China dampened growth in 2022, but the recent reopening has paved the way for a faster-than-expected recovery. Global inflation is expected to fall from 8.8% in 2022 to 6.6% in 2023 and 4.3% in 2024, as forecasted in the January 2023 World Economic Outlook of the International Monetary Fund. As of February 24, 2023, the BDI was 883. During the first quarter of 2023, the BDI has decreased considerably, as a result of the continuing effects of the Russia-Ukraine war, and the Chinese New Year, where in the past a seasonal low charter market has been observed.

The charter rates during the first months of 2023 in the drybulk market reflect in part the fact that the decrease in demand for drybulk vessel services influenced by global financial conditions which remain volatile, as a result of the Russia -Ukraine war during 2022. On the upside, a stronger boost from pent-up demand in numerous economies or a faster fall in inflation are plausible, with positive cross-border dry bulk market spillovers. On the downside, severe health outcomes in China could hold back the recovery, Russia’s war in Ukraine could escalate, and tighter global financing costs could worsen debt distress, which could affect negatively the dry bulk market. Financial markets could also suddenly reprice in response to adverse inflation news, while further geopolitical fragmentation could hamper economic progress. See also “Item 3. Key Information—D. Risks Inherent in Our Industry and Our Business—The international drybulk shipping industry is cyclical and volatile, having reached historical highs in 2008 and historical lows in 2016. Charter rates improved in 2019 and declined significantly in 2020, due in part to the impact of Covid-19, which resulted in relatively lower charter rates. Charter rates since significantly improved during 2021 and 2022. Cyclicality and volatility may lead to reductions in the charter rates we are able to obtain, in vessel values and in our earnings, results of operations and available cash flow.”

As of February 24, 2023, 24 of our 44 vessels are employed or scheduled to be employed in period time charters with outstanding duration of more than three months, eight of which include daily charter rates linked to the BDI. Additionally, we believe we have structured our capital expenditure requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources” for more information).

Our TCE rate for the periods ended December 31, 2020, 2021 and 2022 was $10,559, $21,752 and $22,712 respectively, as a result of our increasing exposure to prevailing spot market conditions. During 2022, Viterra B.V. (ex.Glencore Agriculture B.V.) accounted for 15.81% and Cargill International S.A. accounted for 17.71% of our revenues.

During 2022, 10.0% of our revenue was derived from five Capesize class vessels with long period time charters, contracted in previous years with original durations of three to 20 years and with a weighted average TCE rate of $24,948. The remaining 90.0% of our revenue was derived from the employment of our remaining vessels, under spot and period time charters with original durations up to 5 years with a TCE rate of $22,487.

During 2021, 7.1% of our revenue was derived from two vessels with long period time charters, contracted in previous years with original durations of 10 to 20 years and with a weighted average TCE rate of $31,833. The remaining 92.9% of our revenue was derived from the employment of our remaining vessels, under voyage, spot and period time charters with original durations up to 5 years with a TCE rate of $21,161.

As of February 24, 2023, we had a total of 44 vessels in our fleet. As of February 24, 2023, we have contracted 49% of our expected ownership days for the remainder of 2023. Our contracted TCE rate for the remainder of 2023, calculated on the basis of all existing contracts, including contracted revenue linked to the BPI and BCI index calculated as of February 24, 2023, and customary assumptions in relation to voyage expenses, as of February 24, 2023, was $14,149.

Our employment profile as of February 24, 2023, included one period time charter contract, contracted in previous years with original duration of 20 years, with an average expected remaining charter duration of 8.7 years and with an expected TCE rate for the remainder of 2023 of $25,059, six period time charter contracts contracted in previous years with original durations of 5 years, with an average expected remaining charter duration of 2.5 years and with an expected TCE rate for the remainder of 2023 of $8,782, four period time charter contracts contracted in 2021 and 2022 with original durations of three years, with an average expected remaining charter duration of 2.7 years and with an expected TCE rate for the remainder of 2023 of $23,245

and 33 spot and period time charters with an expected average remaining charter duration of 3.3 months, and an expected TCE rate of $12,784. Vessels whose charters expire or are early redelivered or terminated within 2023 will be chartered at prevailing charter market conditions, which may substantially influence our revenues, the valuation of our vessels, our results of operations and our dividend distributions.

E. Critical Accounting Estimates

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations of the registrant.

We prepared our consolidated financial statements in accordance with U.S. GAAP, which requires us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. We base these estimates on the information currently available to us and on various other assumptions we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. Following is a discussion of the accounting policies that involve a high degree of judgment and the methods of their application. For a further description of our material accounting policies, please read Note 2 of the consolidated financial statements included elsewhere in this annual report.

Impairment of Long Lived Assets

The Company’s long lived assets comprise its owned vessels as well as vessels under finance leases.

The Company reviews for impairment its long lived assets held and used whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of our long lived asset is less than its carrying amount, we are required to evaluate the long lived asset for an impairment loss. Measurement of the impairment loss is based on the fair value of the long lived asset.

The carrying values of our long lived assets may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of newbuilds. Historically, both charter rates and vessel values tend to be cyclical. Declines in the fair market value of vessels, prevailing market charter rates, vessel sale and purchase considerations, regulatory changes in drybulk shipping industry, changes in business plans or changes in overall market conditions that may adversely affect cash flows are considered as potential impairment indicators. In the event the independent fair market value of a vessel is lower than its carrying value, we determine undiscounted projected net operating cash flow for such vessel and compare it to the vessel carrying value.

The undiscounted projected net operating cash flows for each vessel are determined by considering the charter revenues from existing time charters for the fixed vessel days and an estimated daily time charter equivalent for the unfixed days, using the twelve month budgeted rates for the unchartered period of the first twelve months, the Forward Freight Agreement (“FFA”) rates for the unchartered period of the second twelve months and the most recent historical 10-year average daily rates of similar size vessels thereafter, until the end of the remaining estimated useful life of the asset, adding an estimated premium on future daily charter rates for vessels with installed Scrubbers based on an estimated price difference between the bunker fuel types, until the end of the remaining useful life of the asset, net of brokerage commissions; expected outflows for vessel operating expenses which include drydocking costs, voyage expenses and management fees. The undiscounted cash flows incorporate various factors, such as estimated future charter rates, estimated vessel operating costs, estimated vessel utilization rates, estimated remaining lives of the vessels (assumed to be 25 years from the initial delivery of each vessel from the shipyard) and estimated salvage value of the vessels based on period end ten-year historical average demolition prices per light-weight ton. In addition, the undiscounted cash flow estimates incorporate a probability weighted approach for developing estimates of future cash flows for specific vessels when alternative courses of action, including the likelihood of sale, are under consideration.

Historically, a full shipping cycle has variable duration. Since 2008, when we identified impairment indications for the first time, we have used the ten-year average of the one-year time charter rate for the computation of an estimated daily time charter rate for the unfixed days for each of our vessel types. We use the historical ten-year average, as we believe it captures on average the highs and lows of a full shipping cycle, and therefore, is considered a reasonable estimation of expected future time charter rates over the remaining useful life of our vessels.

These assumptions are based on historical trends as well as future expectations. Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective.

Our impairment test as of December 31, 2022, on our vessels, which also involved sensitivity tests on the future time charter rates, (which is the input that is most sensitive to variations), allowing for variances of up to 7.6%, depending on the vessel type on time charter rates from our base scenario, indicated no impairment on any of our vessels. As of February 24, 2023, our contracted TCE rate for the remainder of 2023, calculated on the basis of all existing contracts and customary assumptions in relation to voyage expenses, was $14,149, as compared to the TCE for 2020, 2021 and 2022 of $10,559, 21,752, and $22,712, respectively. The ten-year average historic rate we have used is lower than the 3, 5 and 15 year historical averages.

Our analysis for the year ended December 31, 2021, on our vessels held and used, which also involved sensitivity tests on the future time charter rates, (which is the input that is most sensitive to variations), allowing for variances of up to 16.2%, with the exception of one vessel allowing for variances of up to 1.4%, depending on the vessel type on time charter rates from our base scenario, indicated no impairment on any of our vessels that were held and used.

Our comparison of the actual 2022 net receipts to the forecast net receipts used in the impairment test performed for the year ended December 31, 2021 indicated a favorable variance of 6.6%, between actual net receipts during 2022 and net receipts forecast by the Company for the same period. Our comparison of the actual 2021 net receipts to the forecast net receipts used in the impairment test performed for the year ended December 31, 2020 indicated a favorable variance of 139.0%, between actual net receipts during 2021 and net receipts forecast by the Company for the same period, due to improvements in the dry bulk market rates during 2021, which were not anticipated.

To assist investors in evaluating the possible impact on future results of operations, the following table shows the effect on the Company’s impairment analysis of using the 3-year, 5-year and 15-year historical average daily rates as of December 31, 2022, as opposed to using the 10-year historical average daily rates.


	10-Year		3-Year		Impairment Charge	5-Year		Impairment Charge	15-Year		Impairment Charge
	Historical Average Daily Rates		Historical Average Daily Rates		(in USD million)	Historical Average Daily Rates		(in USD million)	Historical Average Daily Rates		(in USD million)
Panamax Class Vessels	$	12,431	$	17,616	—	$	15,551	—	$	16,479	—
Kamsarmax Class Vessels	$	13,177	$	18,673	—	$	16,484	—	$	17,467	—
Post Panamax Class Vessels	$	13,923	$	19,730	—	$	17,417	—	$	18,456	—
Capesize Class Vessels	$	16,124	$	19,295	—	$	18,477	—	$	24,651	—
Total					—			—			—

The Company assesses the assumptions used for performing its impairment analysis, and considers the appropriate duration of historical average charter rates to be used.

While the Company intends to continue to hold and operate its vessels as of December 31, 2022, to assist investors in evaluating the possible impact on future results of operations, the following table shows the number of vessels whose estimated basic market value, exceeded their carrying value and their aggregate carrying value in each case, as of December 31, 2021 and December 31, 2022, respectively. For purposes of this calculation, we have assumed that the vessels would be sold at a price that reflects our estimate of their current basic market values. Our estimate of basic market values is determined based on valuations received from third-party independent ship brokers, approved by our banks, who determine the fair value based on recent vessel sales and purchase activity which take into account relevant sales and negotiations in progress, newbuilding prices, demolition prices, rates and trends in relevant sectors, vessel specifications and yards. The carrying value of each of our vessel's does not necessarily represent its fair market value or the amount that could be obtained if the vessel was sold. The Company’s estimates of basic market values assume that the vessels are all in good and seaworthy condition without need for repair and, if inspected, would be certified as being in class without recommendations of any kind. In addition, because vessel market values are highly volatile, these estimates may not be indicative of either the current or future prices that the Company could achieve if it were to sell any of the vessels. The Company would not record impairment for any of its vessels for which

the fair market value is below its carrying value unless and until the Company either determines to sell the vessel for a loss or determines that the vessel’s carrying value is not recoverable.


	As of December 31, 2021			As of December 31, 2022
	Number of vessels		Aggregate Carrying Value	Number of vessels		Aggregate Carrying Value
			($ US Million)			($ US Million)
Vessels whose fair market value was below their carrying value	6	(1)	202.7	10	(2)	320.6

Vessels whose fair market value, exceeded their carrying value	32		661.7	33		680.5
Total Vessels	38		864.4	43		1,001.1
Right-of-use asset whose fair market value was below its carrying value	—		—	—		—

Right-of-use asset whose fair market value, exceeded its carrying value	1		31.9	—		—
Total Right-of-use asset	1		31.9	—		—
Total	39		896.3	43		1,001.1

(1)As of December 31, 2021, the aggregate carrying value of these 6 vessels was $42.4 million more than their fair market value, based on broker quotes.

(2)As of December 31, 2022, the aggregate carrying value of these 10 vessels was $56.4 million more than their fair market value, based on broker quotes.

The increase of $14.0 million in the difference between the fair market value and the aggregate carrying value of the vessels whose fair market value was below their carrying value as of December 31, 2022, as compared to December 31, 2021, reflects the seasonality of the drybulk trade, the effect of the then forthcoming Chinese new year and declining effects of Covid-19.

Recent accounting pronouncements

Refer to Note 2 of the consolidated financial statements included elsewhere in this annual report.


ITEM 6.			DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth, as of February 24, 2023, information regarding our directors and executive officers.

Name

Age

Position

Polys Hajioannou

Chief Executive Officer, Chairman of the Board and Class I Director

Dr. Loukas Barmparis

President, Secretary and Class II Director

Konstantinos Adamopoulos

Chief Financial Officer and Class III Director

Ioannis Foteinos

Chief Operating Officer and Class I Director

Christos Megalou

Class II Director

Frank Sica

Class III Director

Ole Wikborg

Class I Director

Certain biographical information about each of these individuals is set forth below. The term of our Class I directors expires in 2024, the term of our Class II directors expires in 2025 and the term of our Class III directors expires in 2023.

Polys Hajioannou is our Chief Executive Officer and has been Chairman of our board of directors since 2008. Mr. Hajioannou also serves with Safe Bulkers Management Ltd. in Cyprus, which provides technical, commercial and administrative management services to the Company, and prior to that, with its predecessor Alassia Steamship Co., Ltd., which he joined in 1987. Mr. Hajioannou was elected as a member of the board of directors of the Union of Greek Shipowners in 2006

and served on the board until February 2009. Mr. Hajioannou is a founding member and Vice-President of the Union of Cyprus Shipowners. Mr. Hajioannou is a member of the Lloyd’s Register Hellenic Advisory Committee. In 2011, Mr. Hajioannou was appointed to the board of directors of the Hellenic Mutual War Risks Association (Bermuda) Limited and in 2013 he was elected to the board of directors of the UK Mutual Steam Ship Assurance Association (Bermuda) Limited where he served until 2016. In that year, he was elected member to the newly established UK Club Bermuda Members’ Committee. Mr. Hajioannou holds a Bachelor of Science degree in nautical studies from Sunderland University.

Dr. Loukas Barmparis is our President and Secretary and has been a member of our board of directors since 2008. Dr. Barmparis also serves as the technical manager of Safe Bulkers Management Ltd., which he joined in December 2016. Between 2009 and 2016, he was the technical manager of Safety Management Overseas S.A. Until 2009, he was the project development manager of the affiliated Alassia Development S.A., responsible for renewable energy projects. Prior to joining our Manager and Alassia Development S.A., from 1999 to 2005 and from 1993 to 1995, Dr. Barmparis was employed at N. Daskalantonakis Group, Grecotel, one of the largest hotel chains in Greece, as technical manager and project development general manager. During the interim period between 1995 and 1999, Dr. Barmparis was employed at Exergia S.A. as an energy consultant. Dr. Barmparis holds a master of business administration (“M.B.A.”) from the Athens Laboratory of Business Administration, a doctorate from the Imperial College of Science Technology and Medicine, a master of applied science from the University of Toronto and a diploma in mechanical engineering from the Aristotle University of Thessaloniki.

Konstantinos Adamopoulos is our Chief Financial Officer and has been a member of our board of directors since 2008. Mr. Adamopoulos also serves as the finance manager of Safe Bulkers Management Ltd., which he joined in December 2016. Prior to joining us, Mr. Adamopoulos was employed at Credit Agricole CIB, a financial institution, as a senior relationship manager in shipping finance for 14 years. Prior to this, from 1990 to 1993, Mr. Adamopoulos was employed by the National Bank of Greece in London as an account officer for shipping finance and in Athens as deputy head of the export finance department. Prior to this, from 1987 to 1989, Mr. Adamopoulos served as a finance officer in the Greek Air Force. Mr. Adamopoulos holds a Bachelor of Science degree in business administration from the Athens School of Economics and Business Science and an M.B.A. in finance from the Bayes Business School, City, University of London.

Ioannis Foteinos is our Chief Operating Officer and has been a member of our board of directors since February 2009. Mr. Foteinos has over 30 years of experience in the shipping industry. After obtaining a bachelor’s degree in nautical studies from Sunderland University, he joined the predecessor of Safety Management in 1987, where he served as Chartering Manager until 2017. Presently he serves as Chartering Manager with Safe Bulkers Management Ltd. in Cyprus, which he joined in May 2017.

Christos Megalou has been a member of our board of directors since 2016 and serves as a member of our audit and our corporate governance, nominating and compensation committee. Mr. Megalou has been the Chief Executive Officer of Piraeus Bank SA since 2017. Mr. Megalou has been a Distinguished Fellow of the Global Federation of Competitiveness Councils in Washington, D.C. since 2016. From 2015 to 2016, Mr. Megalou served as senior advisor to Fairfax Financial Holdings. From 2013 to 2015, Mr. Megalou served as the Chief Executive Officer and Chairman of the Executive Board of Eurobank Ergasias SA and was the Deputy Chairman of the Hellenic Bank Association in Greece. From 2010 to 2013, Mr. Megalou served as Chairman of the Hellenic Bankers Association in the U.K. From 1997 to 2013, he was Vice-Chairman of Southern Europe, Co-head of Investment Banking for Southern Europe and Managing Director in the Investment Banking Division of Credit Suisse in London. From 1991 to 1997, he was a Director at Barclays de Zoete Wedd. From 1991 to 1996, he was Deputy Chairman of the British Hellenic Chamber of Commerce. He started his career in 1984 as an auditor in Arthur Andersen in Athens. Mr. Megalou holds a Bachelor of Science degree in economics from the University of Athens and an M.B.A. in finance from Aston University in Birmingham, United Kingdom.

Frank Sica has been a member of our board of directors and of our corporate governance, nominating and compensation committee, and a member and chairman of our audit committee, since 2008. Mr. Sica is also director of CSG Systems International, an account management and billing software company for communication industries. Previously, Mr. Sica has served as a director of JetBlue Airways Corporation, a commercial airline, and Kohl’s Corporation, an owner and operator of department stores. Mr. Sica has served as a Partner at Tailwind Capital, a private equity firm, since 2006. From 2004 to 2005, Mr. Sica was a Senior Advisor to Soros Private Funds Management. From 1998 to 2003, Mr. Sica worked at Soros Fund Management where he oversaw the direct real estate and private equity investment activities of Soros. From 1988 to 1998, Mr. Sica was a Managing Director at Morgan Stanley. Mr. Sica holds a bachelor’s degree from Wesleyan University and an M.B.A. from the Tuck School of Business at Dartmouth College.

Ole Wikborg has been a member of our board of directors and of our audit committee and chairman and member of our corporate governance, nominating and compensation committee since 2008. Mr. Wikborg has been involved in the marine and shipping industry in various capacities for over 35 years. From 2002 to 2016, Mr. Wikborg has served as a member of the management team, a director and a senior underwriter of the Norwegian Hull Club, based in Oslo, Norway. In 2016, he moved

to London to take up the position as the head of the London branch of Norwegian Hull Club, established that year. He retired from his position in Norwegian Hull Club in October 2022. From 2002 to 2006, Mr. Wikborg also served as a member and chairman of the Ocean Hull Committee of the International Union of Marine Insurance (“IUMI”). Since 2006, he has served as Vice President and a member of the Executive Board of the IUMI, and he was elected as President of IUMI from 2010 to 2014. Since 1997, Mr. Wikborg has served as a board member of the Central Union of Marine Insurers, based in Oslo, and was that organization’s Chairman from 2009 to 2013. From 1997 until 2002, Mr. Wikborg served as the senior vice president and manager of the marine and energy division of the Zurich Protector Insurance Company ASA. Prior to his career in marine insurance, Mr. Wikborg served in the Royal Norwegian Navy, attaining the rank of lieutenant commander.

B. Compensation of Directors and Senior Management

Our Managers, pursuant to the terms of the applicable Management Agreements, have historically provided to us our executive officers. For the year ended December 31, 2022, none of the executive officers and senior management were employed directly by us. For a discussion of the fees payable to our Managers, refer to “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements.” Also, we do not have any service contracts with any of our non-executive directors that provide for benefits upon termination of their services.

Non-executive independent directors of the Company are paid an annual fee in the amount of $40,000 plus reimbursement for their out-of-pocket expenses.

In addition, the chairman of the audit committee, Frank Sica, receives the annual equivalent of $60,000 in the form of shares of our Common Stock. Ole Wikborg and Christos Megalou receive the annual equivalent of $30,000 in the form of shares of our Common Stock.

No amounts are set aside or accrued by us to provide pension, retirement or similar benefits.

C. Board Practices

Information regarding the period which each director served and the date of expiration of each director’s current term is

included in “Item 6A. Directors, Senior Management and Employees—A. Directors and Senior Management.” As of December 31, 2022, we had seven members on our board of directors. The board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the shareholders to elect the entire class of directors to be elected at any election of directors or for any other reason, may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. None of our directors is a party to service contracts with us providing for benefits upon termination of employment.

During the fiscal year ended December 31, 2022, the full board of directors held four meetings. Each director attended all of the meetings of committees of which the director was a member in person or electronically. Our board of directors has determined that each of Messrs. Sica, Megalou and Wikborg are independent within the current meanings of independence employed by the corporate governance rules of the NYSE and the SEC. shareholders who wish to send communications on any topic to the board of directors or to the independent directors as a group, or to the chairman of the audit committee, Mr. Frank Sica, or to the chairman of the corporate governance, nominating and compensation committee, Mr. Ole Wikborg, may do so by writing to our Secretary, Dr. Loukas Barmparis, Safe Bulkers, Inc., e-mail: directors@safebulkers.com.

Corporate Governance

The board of directors and our Company’s management have engaged in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC.

We have adopted a number of key documents that are the foundation of the Company’s corporate governance, including:

•a Code of Business Conduct and Ethics for all officers and employees, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers;

•a Corporate Governance, Nominating and Compensation Committee Charter; and

•an Audit Committee Charter.

These documents and other important information on our governance are posted on our website and may be viewed at http://www.safebulkers.com. We will also provide a paper copy of any of these documents upon the written request of a stockholder. shareholders may direct their requests to the attention of our Secretary, Dr. Loukas Barmparis, Safe Bulkers, Inc., e-mail: directors@safebulkers.com. Our website, and the information contained on, or hyperlinked from, our website are not part of this Annual Report, other than the documents that we file with the SEC that are expressly incorporated herein or therein by reference.

Committees of the Board of Directors

Audit Committee

Our audit committee consists of Ole Wikborg, Christos Megalou and Frank Sica, as chairman. Our board of directors has determined that Frank Sica qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC. The audit committee is responsible for:

•the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditor;

•assisting the board in monitoring the integrity of our financial statements, the independent auditors’ qualifications and independence, the performance of the independent accountants and our internal audit function and our compliance with legal and regulatory requirements;

•discussing the annual audited financial and quarterly statements with management and the independent auditors;

•discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies;

•discussing policies with respect to risk assessment and risk management;

•meeting separately, and periodically, with management, internal auditors and the independent auditor;

•reviewing with the independent auditor any audit problems or difficulties and management’s responses;

•setting clear hiring policies for employees or former employees of the independent auditors;

•annually reviewing the adequacy of the audit committee’s written charter, the internal audit charter, the scope of the annual internal audit plan and the results of internal audits;

•reporting regularly to the full board of directors; and

•handling such other matters that are specifically delegated to the audit committee by the board of directors from time to time.

Corporate Governance, Nominating and Compensation Committee

Our corporate governance, nominating and compensation committee consists of Christos Megalou, Frank Sica and Ole Wikborg, as chairman. The corporate governance, nominating and compensation committee is responsible for:

•nominating candidates, consistent with criteria approved by the full board of directors, for the approval of the full board of directors to fill board vacancies as and when they arise, as well as putting in place plans for succession, in particular, of the chairman of the board of directors and executive officers;

•selecting, or recommending that the full board of directors select, the director nominees for the next annual meeting of shareholders;

•determining or administering our long-term incentive plans, including any equity based plans and grants under such plans;

•developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such guidelines under review;

•overseeing the evaluation of the board and management;

•reviewing regularly the board structure, size and composition, taking into account the importance of a diverse composite mix of ethnicities, ages, gender, race, geographic locations, education and professional skills, backgrounds and experience, among other characteristics;

•maintaining a commitment to supporting, valuing and leveraging diversity in the composition of the Board among other qualities that the board believes serve the best interest of the Company and its shareholders; and

•handling such other matters that are specifically delegated to the corporate governance, nominating and compensation committee by the board of directors from time to time.

D. Employees

Our executive officers are provided by our Managers. As of December 31, 2022, our Managers employed approximately 914 people serving on board the vessels in our fleet, and approximately 156 people on shore.

E. Share Ownership

The Common Stock and Preferred Shares beneficially owned by our directors and executive officers and/or companies affiliated with these individuals is included in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below.

Equity Compensation Plans

We have agreed to provide the chairman of the audit committee, Mr. Frank Sica, as part of his remuneration, the annual equivalent of $60,000 in the form of shares of our Common Stock, and our non-executive independent directors, Mr. Ole Wikborg and Mr. Christos Megalou, as part of their remuneration, the annual equivalent of $30,000 each, in the form of shares of our Common Stock.


ITEM 7.			MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth certain information regarding the beneficial ownership of our outstanding Common Stock and Preferred Shares as of February 24, 2023 held by:

•each person or entity that we know beneficially owns 5.0% or more of our Common Stock;

•our officers and directors; and

•all our directors and officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. In general, a person who has voting power or investment power with respect to securities is treated as a beneficial owner of those securities.

Beneficial ownership does not necessarily imply that the named person has the economic or other benefits of ownership. For purposes of this table, shares subject to options, warrants or rights or shares exercisable within 60 days of February 24, 2023 are considered as beneficially owned by the person holding those options, warrants or rights. Each stockholder is entitled to one vote for each share held. The applicable percentage of ownership for each stockholder is based on 118,878,626 shares of Common Stock outstanding as of February 24, 2023. Information for certain holders is based on their latest filings with the SEC or information delivered to us. Except as noted below, the address of all shareholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executive offices.


Identity of Person or Group	Number of Shares of Common Stock Owned		Percentage of Common Stock			Number of Shares of Series C Preferred Shares		Percentage of Series C Preferred Shares		Number of Shares of Series D Preferred Shares		Percentage of Series D Preferred Shares
5% Beneficial Owners:
Vorini Holdings Inc.(1)	19,426,015		16.34	%		—		—	%	—		—	%
Bellapais Maritime Inc.(1)	5,000,000		4.21	%		—		—	%	—		—	%
Kyperounta Maritime Inc.(1)	5,000,000		4.21	%		—		—	%	—		—	%
Lefkoniko Maritime Inc.(1)	5,000,000		4.21	%		—		—	%	—		—	%
Akamas Maritime Inc.(1)	8,555,412		7.20	%		—		—	%	—		—	%
Chalkoessa Maritime Inc.(1)	5,400,000		4.54	%		—		—	%	—		—	%
Officers and Directors:
Polys Hajioannou (1)	48,381,427		40.70	%		—		—	%	36,575		1.14	%
Dr. Loukas Barmparis	—		—	%			*				*			*
Konstantinos Adamopoulos		*			*		*				*			*
Ioannis Foteinos		*			*	—		—	%	—		—	%
Frank Sica		*			*		*				*			*
Ole Wikborg		*			*	—		—	%	—		—	%
Christos Megalou		*			*	—		—	%	—		—	%
All executive officers and directors as a group (7 persons)	49,004,751		41.22	%		12,752		1.58	%	75,575		2.37	%

* Less than 1%

(1)Controlled by Polys Hajioannou.

In June 2008, we completed a registered public offering of our shares of Common Stock in which the selling stockholder was Vorini Holdings Inc., and our Common Stock began trading on the NYSE. Our major shareholders have the same voting rights as our other shareholders. As of February 24, 2023, we had 16 shareholders of record; three of these shareholders of record were located in the U.S. and held an aggregate 77,539,106 shares of Common Stock, representing approximately 65.23% of our

outstanding shares of Common Stock. However, one of the U.S. shareholders of record is Cede & Co., a nominee of The Depository Trust Company, which holds 77,190,505 shares of our Common Stock. Accordingly, we believe that the shares held by Cede & Co. include shares of Common Stock beneficially owned by both holders in the U.S. and non-U.S. beneficial owners. We are not aware of any arrangements the operation of which may at a subsequent date result in our change of control. We are not aware of any significant changes in the percentage ownership held by any major shareholders since our initial public offering.

Polys Hajioannou owns or controls approximately 40.70% of our outstanding Common Stock. He is able to significantly affect the outcome of matters on which our shareholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions. Shares of our Common Stock held or controlled by Polys Hajioannou do not have different or unique voting rights.

B. Related Party Transactions

Management Affiliations

Our chief executive officer, Polys Hajioannou controls our Managers and one company which leases office space to us. Our Managers, along with the predecessor to Safety Management, have provided services to vessels since 1965 and continue to provide technical, administrative, commercial and certain other services which support our business, as well as comprehensive ship management services such as technical supervision and commercial management, including chartering our vessels, pursuant to our Management Agreements described below.

Management Agreements

Under our Management Agreements, our Managers are responsible for providing us with executive, technical, administrative commercial and certain other services, which include the following:

Technical Services

These services include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory compliance and compliance with the law of the flag state of each vessel and of the places where the vessel operates, ensuring classification society compliance, supervising the maintenance and general efficiency of vessels, arranging the hire of qualified officers and crew, training, transportation and lodging, insurance (including handling and processing all claims) of, and appropriate investigation of any charterer concerns with respect to, the crew, conducting union negotiations concerning the crew, performing normally scheduled drydocking and general and routine repairs, arranging insurance for vessels (including marine hull and machinery, protection and indemnity and risks insurance), purchasing stores, supplies, spares, lubricating oil and maintenance capital expenditures for vessels, appointing supervisors and technical consultants, providing technical support, shoreside support and shipyard supervision, and attending to all other technical matters necessary to run our business.

Commercial Services

These services include chartering the vessels that we own, assisting in our chartering, locating, purchasing, financing and negotiating the purchase and sale of our vessels, supervising the design and construction of newbuilds, and such other commercial services as we may reasonably request from time to time.

Administrative Services

These services include providing or arranging for all services necessary to the engagement, employment and compensation of certain of our employees, officers, consultants and directors, administering payroll services, assistance with the preparation of our tax returns and financial statements, assistance with corporate and regulatory compliance matters not related to our vessels, procuring legal and accounting services, assistance in complying with U.S. and other relevant securities laws, human resources (including provision of our executive officers and directors of our subsidiaries), cash management and bookkeeping services, development and monitoring of internal audit controls, disclosure controls and information technology, assistance with all regulatory and reporting functions and obligations, furnishing any reports or financial information that might be requested by us and other non-vessel related administrative services, assistance with office space, providing legal and financial compliance services, overseeing banking services (including the opening, closing, operation and management of all of our accounts, including making deposits and withdrawals reasonably necessary for the management of our business and day-to-day operations), arranging general insurance and director and officer liability insurance (at our expense), providing all

administrative services required for any subsequent debt and equity financings and attending to all other administrative matters necessary to ensure the professional management of our business.

Reporting Structure

Our Managers report to us and to our board of directors through our executive officers.

Compensation of Our Managers

On May 29, 2008, Safe Bulkers signed a management agreement with Safety Management and on May 29, 2015, Safe Bulkers signed a management agreement with Safe Bulkers Management (collectively the “Old Management Agreements”).

On May 29, 2018, following the expiration of the Old Management Agreements, the Company signed the Original Management Agreements with the Managers, which have an initial term of three years expiring on May 28, 2021 and could be extended for two additional terms of three years each. The fees provided by the Original Management Agreements were fixed until May 29, 2021 and upon mutual agreement with the Managers, could be adjusted for a subsequent term of three years each time in May 29, 2021 and May 29, 2024. On May 29, 2021, following the expiration of the initial three-year term, the Original Management Agreements were extended for an additional term of three years, until May 29, 2024. On April 1, 2022, Safe Bulkers signed the Management Agreement with Safe Bulkers Management Monaco Inc., with the initial term expiring on May 29, 2024, which can be extended for one additional term of three years.

Under our Management Agreements, in return for providing executive officers and technical, commercial and administrative services, our Managers receive a ship management fee of €875 per day per managed vessel for vessels in our fleet and $250 per managed vessel per day for bareboat charters and one of our Managers receives an annual ship management fee of €3.50 million. For the three year period from May 29, 2018 to May 28, 2021, the annual ship management fee was €3.0 million. Further, our Managers receive a commission of 1.0% based on the contract price of any vessel bought and a commission of 1.0% based on the contract price of any vessel sold by it on our behalf, including any contracted newbuild. We also pay our Managers a supervision fee of $550,000 per newbuild, of which 50.0% is payable upon the signing of the relevant supervision agreement, and 50.0% is payable upon successful completion of the sea trials of each newbuild, for the on-premises supervision of all newbuilds we have agreed to acquire pursuant to shipbuilding contracts, memoranda of agreement, or otherwise.

The management fees do not cover capital expenditure, financial costs and operating expenses for our vessels and our general and administrative expenses such as directors, and officers’ liability insurance, legal and accounting fees and other similar third party expenses. More specifically, we reimburse expenses incurred on our behalf by our Managers or their personnel directly related to the operation and management of our vessels, such as:

· interest, principal and other financial costs;

· voyage expenses;

· vessel operating expenses including crewing costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, tonnage taxes and vetting expenses;

· commissions, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors;

· deductibles, insurance premiums and/or P&I calls; and

· postage, communication, traveling, victualing and other out of pocket expenses.

Each year, our Managers prepare and submit to us a detailed draft budget for the next calendar year, which includes a statement of estimated revenue, estimated general and administrative expenses and a proposed budget for capital expenditures, repairs or alterations. Once approved by us, this draft budget becomes the approved budget.

Term and Termination Rights

Subject to the termination rights described below, the current term of the Management Agreements will expire on May 29, 2024 and is renewable for an additional three-year period. The Management Agreements will be automatically extended on a

three-year basis, subject to our ability to terminate each Management Agreement upon written notice at least 24 months prior to the end of the current term. Each Management Agreement will expire on May 29, 2027 and we expect to enter into new agreements with the Managers upon their expiration. The terms of any such new agreements have not yet been determined.

Our Managers’ Termination Rights

Each Manager may terminate the applicable Management Agreement prior to the end of its term if:

· an aggregate amount in excess of $100,000 payable by us is not paid when due or if due on demand, within 20 business days following demand by the Manager;

· we default in the performance of any other material obligation under the Management Agreement and the matter is unresolved within 20 business days after we receive written notice of such default from the Manager;

· the management fee determined by arbitration in respect of any three-year period following the initial term is unsatisfactory to the Manager, in which case the Manager may terminate the Management Agreement effective at the end of such term;

· any acquisition of our shares or a merger, consolidation or similar transaction results in any “person” or “group” acquiring 40.0% or more of the total voting power of our or the resulting entity’s outstanding voting securities, and such percentage represents a higher percentage of such voting power than that held directly or indirectly by Polys Hajioannou;

· the approval by our shareholders of a proposed merger, consolidation, recapitalization or similar transaction, as a result of which any person acquiring our shares of Common Stock becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40.0% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, and such percentage represents a higher percentage of such voting power than that held directly or indirectly by Polys Hajioannou; or

· there is a change in directors after which at least one of the members of our board of directors is not a continuing director.

“Continuing directors” means, as of any date of determination, any member of our board of directors who was:

· a member of our board of directors on May 29, 2018; or

· nominated for election or elected to our board of directors with the approval of a majority of the directors then in office who were either directors on May 29, 2018 or whose nomination or election was previously so approved.

Our Termination Rights

In addition to certain standard termination rights, we may terminate each Management Agreement prior to the end of its term if:

· the Manager commits a willful and material breach in the performance of any material obligation under our Management Agreement and the matter is not resolved within 40 business days after the Manager receives from us written notice of such default;

· an aggregate amount in excess of $100,000 payable by the Manager to us or third parties under our Management Agreement is not paid or accounted for within 10 business days following written notice by us; or

· any time after May 29, 2024, upon our delivery of 12 months’ written notice to the Manager (a “Third Term Termination Notice”).

A “willful and material breach” means, a material breach of the applicable Management Agreement, as determined by a final, non-appealable judgment of a court or independent tribunal of competent jurisdiction, that is a consequence of a deliberate act undertaken by the breaching party, with knowledge that the taking of such act would cause a breach of the applicable Management Agreement, and which act has subjected the Company and its subsidiaries, taken as a whole, to uninsured liability, individually or in the aggregate, in an amount in excess of $100,000,000.

Termination Fees

In the event that either Management Agreement is terminated prior to the fully-extended expiration date other than pursuant to (a) the Company’s termination of the applicable Management Agreement due to the Manager’s ceasing to conduct business, insolvency or force majeure, (b) a termination resulting from the Manager’s willful and material breach of the applicable Management Agreement or (c) a termination pursuant to a validly-delivered termination notice by the Company to the Manager (other than a Third Term Termination Notice), then, within three business days of such termination, the Company shall pay to Safe Bulkers Management an amount in cash equal to the Management Fees paid or payable to each Manager, in the aggregate, during the 36 months preceding the applicable termination.

Non-Competition

Each Manager has agreed that, during the term of our Management Agreement and for one year after its termination, such Manager will not provide any management services to, or with respect to, any drybulk vessels, other than in the following circumstances:

(a) pursuant to its involvement with us; or

(b) with respect to drybulk vessels that are owned or operated by companies affiliated with our chief executive officer or his family members, subject in each case to compliance with, or waivers of, the restrictive covenant agreements entered into between us and companies affiliated with our chief executive officer.

Each Manager has also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by a company affiliated with our chief executive officer are both available and meet the criteria for a charter being fixed by such Manager, our drybulk vessel will receive such charter.

Sale of Our Manager

Each Manager has agreed that, during the term of the Management Agreement and for one year after its termination, each Manager will not transfer, assign, sell or dispose of all or substantially all of its business that is necessary for the performance of its services under the Management Agreement without the prior written consent of our board of directors. Furthermore, during such period, in the event of any proposed change in control of the Manager, we have a 30-day right of first offer to purchase such Manager. Each Management Agreement defines a “proposed change in control of the Manager” to mean (a) the approval by the board of directors of the Manager or the shareholders of the Manager of a proposed sale of all or substantially all of the assets or property of the Manager necessary for the performance of its services under the Management Agreement; or (b) the approval of any transaction that would result in: (i) Polys Hajioannou or Vorini Holdings Inc., or any entity controlled by, or under common control with, any of the above, beneficially owning, directly or indirectly, less than 60.0% of the outstanding voting securities or voting power of the Manager or Machairiotissa Holdings Inc. (the sole shareholder of the Manager), respectively, or (ii) Polys Hajioannou or Vorini Holdings Inc., or any entity controlled by, or under common control with, any of the above, together with all directors, officers and employees of the Manager beneficially owning, directly or indirectly, less than 80.0% of the outstanding voting securities or voting power of the Manager or Machairiotissa Holdings Inc., respectively.

Each Management Agreement also provides us the right to obtain certain information about the ownership of the Manager.

Restrictive Covenant Agreements

Under the amended restrictive covenant agreements entered into with us, Polys Hajioannou, Vorini Holdings Inc., Machairiotissa Holdings Inc., or any entity controlled by, or under common control with, any of the above (together, the “Hajioannou Entities”), have agreed to restrictions on their ownership or operation of any drybulk vessels or the acquisition, investment in or control of any business involved in the ownership or operation of drybulk vessels, subject to the exceptions described below.

In the case of Polys Hajioannou, the restricted period continues until the later of (a) one year following the termination of his service as our director and (b) one year following the termination of his employment with us. In the case of the Hajioannou Entities, the restricted period continues until one year following the termination of both Management Agreements.

Notwithstanding these restrictions, Polys Hajioannou and the Hajioannou Entities are permitted to engage in the restricted activities during the restricted periods in the following circumstances:

(a) pursuant to their involvement with us;

(b) pursuant to their involvement with a Manager, subject to compliance with, or waivers of, the applicable Management Agreement;

(c) with respect to certain permitted acquisitions (as defined below), provided that (i) any commercial management of drybulk vessels controlled by the restricted individuals and entities in connection with such permitted acquisition is performed by either of the Managers and (ii) the restricted individuals and entities comply with the requirements for permitted acquisitions described below;

(d) with respect to the direct or indirect ownership, operation or financing by our chief executive officer of a maximum of eight drybulk vessels on the water at any one time and an unlimited number of contracts with shipyards for newbuild drybulk vessels as part of his estate or family planning, provided that (i) such drybulk vessels or newbuilding contracts have been first offered to us and refused by the majority of our independent directors and (ii) such vessels have been acquired on pricing terms and conditions that are not more favorable than those offered to us;

(e) pursuant to their passive ownership of up to 9.99% of the outstanding voting securities of any publicly traded company that is engaged in the business of owning or operating drybulk vessels; and

(f) in the case of Mr. Hajioannou, with respect to any investment company which has been developed by a permitted acquisition; provided, that Mr. Hajioannou (i) does not own in excess of 35% of such other company (“Minority Invested Business”), (ii) does not increase his ownership except as a result of an additional permitted acquisition which is approved by a majority of our independent directors, (iii) presents all business opportunities related to drybulk vessels to Safe Bulkers in the first instance and (iv) delivers to Safe Bulkers an annual report setting forth Mr. Hajioannou’s aggregate percentage ownership in the Minority Invested Business and additional information on the vessels owned by such Minority Invested Business. For purposes of the restrictive covenant agreements, Polys Hajioannou shall not be deemed to control any such Minority Invested Business as a result of his service on the board of directors or other governing body of such Minority Invested Business so long as he is not a party to any arrangement relating to investment or management decisions. The commercial management of any drybulk vessel owned, operated or financed by an investment company of which Polys Hajioannou does not own in excess of 35% shall not be performed by either of our Managers or any other person or entity in which Mr. Hajioannou has an ownership interest.

As noted above, Polys Hajioannou and the Hajioannou Entities are permitted to engage in certain restricted activities with respect to two types of permitted acquisitions. One such permitted acquisition is an acquisition of a drybulk vessel or an acquisition or investment in a drybulk vessel business on terms and conditions as to price that are not more favorable, and on such other terms and conditions that are not materially more favorable, than those first offered to us and refused by a majority of our independent directors. A second type of permitted acquisition is an acquisition of a group of vessels or a business that includes non-drybulk vessels and non-drybulk vessel businesses, provided that less than 50.0% of the fair market value of the acquisition is attributable to drybulk vessels or drybulk vessel businesses. Under this second type of permitted acquisition, we must be promptly given the opportunity to buy the drybulk vessels or drybulk vessel businesses included in the acquisition for their fair market value plus certain break-up costs. Both of these types of permitted acquisitions require that the commercial management of any drybulk vessels acquired as permitted acquisitions be performed by either of our Managers. The commercial management of any drybulk vessel or contract for a newbuild drybulk vessel owned, operated or financed by Polys Hajioannou and entities affiliated with him for his estate or family planning purposes is not required to be managed by either of our Managers and the management of any vessels in a Minority Owned Business shall not be performed by either of our Managers or any other person or entity in which Mr. Hajioannou has an ownership interest.

Polys Hajioannou and the Hajioannou Entities have also agreed that if one of our drybulk vessels and a drybulk vessel owned or operated by any of the Hajioannou Entities are both available and meet the criteria for a charter being fixed by either of our Managers, our drybulk vessels will receive such charter.

The restrictive covenant agreements further provide that for each drybulk vessel or contract for a newbuild drybulk vessel owned, operated or financed by Polys Hajioannou or a Hajioannou Entity other than through us, Polys Hajioannou or the applicable Hajioannou entity is required to deliver to us a written report with respect to such vessel or newbuild within the first quarter of each fiscal year. The report for any drybulk vessel is required to include certain information, such as charter information with respect to charters arranged or in place during the period between the first day of the previous fiscal year and the date of the report, including the type of charter employment (e.g., time or voyage charters), the charter rate, commissions paid to brokers or other third parties, the charter period and the total revenues earned with respect to charters conducted during such period, running costs with respect to such drybulk vessel in the previous fiscal year, expected date of next drydocking and the estimated cost of such drydocking, and date of the next special survey. The report for any contracted newbuild drybulk vessel is required to include charter information, if any, with respect to charters arranged as of the date of the report, including the type of charter employment, the charter rate, commissions paid to brokers or other third parties and the charter period.

The foregoing description of the restrictive covenant agreements, as amended, does not purport to be complete and is qualified in its entirety by reference to the restrictive covenant agreements, copies of which are attached as Exhibit 4.3, Exhibit 4.4, Exhibit 4.11 and Exhibit 4.12, and incorporated herein by reference.

Registration Rights Agreement

In connection with the closing of our initial public offering, we entered into a registration rights agreement with Vorini Holdings Inc., one of our principal shareholders, pursuant to which we have granted it and certain of its transferees the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of our Common Stock held by those persons. Under the registration rights agreement, Vorini Holdings Inc. and certain of its transferees have the right to request us to register the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, those persons have the ability to exercise certain piggyback registration rights in connection with registered offerings initiated by us. Vorini Holdings Inc. currently owns 19,426,015 shares entitled to these registration rights.

Principal executive office lease

The Company leases office space from a company controlled by Polys Hajioannou, at Apt. D11, Les Acanthes, 6, Avenue des Citronniers, MC98000 Monaco, where our principal executive office is established. The office space lease contract was for a period from February 2014 until February 2023 with an annual lease payment initially agreed in 2014 in the amount of EUR 63,000 equivalent to $67 as of December 31, 2022, adjusted annually based on the cost of construction as published in the National Institute of Statistics & Economic Studies of Monaco, plus expenses, and is recorded in “General and administrative expenses” in the Consolidated Statements of Operations. In January 2023, the office space lease contract was renewed for a period of three years with an annual lease payment in the amount of EUR 86,400.

Credit Facilities

During 2022, the Company entered into an agreement with a financial institution for an amount up to $80.0 million secured by seven vessels owned by respective subsidiaries of the Company. At the same time, all credit facilities with this financial institution were refinanced and cancelled, namely a revolving credit facility of the Company signed in 2019 for an original amount of $20.0 million and increased to $30.0 million in 2020, a credit facility signed in 2020 for an original amount up to $20.0 million and increased to $25.0 million in 2022, and another credit facility signed in 2021 for an original amount of up to $70.0 million.

One of the independent members of the board of directors of the Company currently serves as the Chief Executive Officer of the financial institution that was the lender in the above credit facilities. All above transactions were evaluated and approved by the board of directors of the Company excluding that independent member of the board of directors of the Company.

Bond issuance

In February 2022, a subsidiary of the Company successfully completed a public offer in Greece of €100.0 million of an unsecured bond that was admitted for trading in the Athens Exchange under the ticker symbol SBB1. See “Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS-—B. Liquidity and Capital Resources—Bond” for more information. One of the independent members of the board of directors of the Company currently serves as the Chief Executive Officer of the financial institution that was the adviser and one of the lead underwriters in the public offer of the Bond. The

transaction was evaluated and approved by the board of directors of the Company excluding that independent member of the board of directors of the Company.

C. Interests of Experts and Counsel

Not applicable.


ITEM 8.			FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” below for more information.

Legal Proceedings

We are not involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position, results of operations or liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position, results of operations or liquidity.

Dividend Policy

During 2020, we declared and paid four quarterly consecutive dividends of $0.50 per share, of Series C Preferred Shares, totaling $4.6 million, and of Series D Preferred Shares, totaling $6.4 million. During 2021, we declared and paid four quarterly consecutive dividends of $0.50 per share, of Series C Preferred Shares, totaling $4.6 million, and of Series D Preferred Shares, totaling $6.4 million.

During 2022, we declared and paid four quarterly consecutive dividends of $0.50 per share of Series C Preferred Shares, totaling $2.4 million, and four quarterly consecutive dividends of $0.50 per share of Series D Preferred Shares, totaling $6.4 million. In January 2023, we declared and paid a quarterly dividend of $0.50 per share, of Series C Preferred Shares, totaling $0.4 million, and of Series D Preferred Shares, totaling $1.6 million.

In March 2022, we re-established paying dividends to our common shareholders and have since paid another three quarterly consecutive dividends of $0.05 per common share, totaling $24.1 million. The last time we had previously paid dividend on our shares of common stock was in August 2015. In February 2023, we declared a dividend on the Company's common stock of $0.05 per share, totaling $5.9 million, payable on or about March 17, 2023 to shareholders of record at the close of trading of the Company's common stock on the NYSE on March 1, 2023.

Our future liquidity needs will impact our dividend policy. The declaration and payment of future dividends, if any, will always be subject to the discretion of the Board of Directors of the Company. There is no guarantee that the Company’s Board of Directors will determine to issue cash dividends in the future. The timing and amount of any dividends declared will depend on, among other things: (i) the Company’s earnings, fleet employment profile, financial condition and cash requirements and available sources of liquidity; (ii) decisions in relation to the Company’s growth, fleet renewal and leverage strategies; (iii) provisions of Marshall Islands and Liberian law governing the payment of dividends; (iv) restrictive covenants in the Company’s existing and future debt instruments; and (v) global economic and financial conditions. Our ability to pay dividends may be limited by the amount of cash we can generate from operations following the payment of fees and expenses and the establishment of any reserves, as well as additional factors unrelated to our profitability. In addition, cash dividends on our Common Stock are subject to the priority of dividends on our Preferred Shares. We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to make dividend payments. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Common Stock and Preferred Shares” for a discussion of the risks related to our ability to pay dividends.

B. Significant Changes

No significant change has occurred since the date of the annual financial statements included in this annual report on Form 20-F, other than as described in Note 23 - Subsequent Events to our consolidated financial statements included herein.


ITEM 9.			THE OFFER AND LISTING

Trading on the NYSE

Since our initial public offering in the U.S. on May 29, 2008, our Common Stock has been listed on the NYSE under the symbol “SB” Since May 7, 2014, our Series C Preferred Shares have been listed on the NYSE under the symbol “SB. PR. C.” Since June 30, 2014, our Series D Preferred Shares have been listed on the NYSE under the symbol “SB. PR. D.”


ITEM 10.			ADDITIONAL INFORMATION

A. Share Capital

Under our articles of incorporation, our authorized capital stock consists of 200,000,000 shares of Common Stock, par value $0.001 per share, of which, as of December 31, 2022 and February 24, 2023, 118,868,317 and 118,878,626 shares were issued and outstanding, respectively, and 20,000,000 shares of blank check preferred stock, par value $0.01 per share, of which, as of December 31, 2022 and February 24, 2023, 804,950 shares of Series C Preferred Shares and 3,195,050 shares of Series D Preferred Shares were issued and outstanding. Of this blank check preferred stock, 1,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a shareholders rights plan as described below under “—Shareholders Rights Plan.” All of our shares of stock are in registered form.

Please see Note 9 of the consolidated financial statements included elsewhere in this annual report for a discussion of the history of our share capital.

B. Articles of Incorporation and Bylaws

Our purpose, as stated in our articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our articles of incorporation and bylaws do not impose any limitations on the ownership rights of our shareholders.

The rights of our shareholders are set forth in our articles of incorporation and bylaws, as well as the BCA. Amendments to our articles of incorporation require the affirmative vote of the holders of a majority of all outstanding shares entitled to vote, except that amendments to certain provisions of our articles of incorporation dealing with the rights of shareholders, the board of directors, our bylaws and amendments to the articles of incorporation require the affirmative vote of at least 75.0% of all outstanding shares entitled to vote. Amendments to our bylaws require the affirmative vote of at least 75.0% of all outstanding shares entitled to vote.

Under our bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held inside or outside of the Republic of the Marshall Islands. Special meetings may be called by the chairman of the board of directors, the chief executive officer or by the chief executive officer or secretary at the request of a majority of the board of directors. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting. Our bylaws permit shareholder action by unanimous written consent.

We are registered with the Registrar of Corporations of the Marshall Islands under registration number 27394.

Directors

Under our articles of incorporation and bylaws, our directors are elected by a plurality of the votes cast at each annual meeting of the shareholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting. Our articles of incorporation and bylaws provide for a staggered board of directors whereby directors shall be divided into three classes: Class I, Class II and Class III. The term of our Class I directors expires in 2024, the term of our Class II directors expires in 2025 and the term of our Class III directors expires in 2023. At each annual meeting, individuals elected as directors are elected to hold office until the third succeeding annual meeting.

Pursuant to the provisions of our bylaws, the board of directors may change the number of directors to not less than three, nor more than 15, by a vote of a majority of the entire board. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his or her successor shall have been duly elected and qualified, except in the event of death, resignation or removal. A vacancy on the board created by death, resignation, removal (which may only be for cause), or failure of the shareholders to elect the entire class of directors to be elected at any election of directors or for any other reason may be filled only by an affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, at any special meeting called for that purpose or at any regular meeting of the board of directors. The board of directors has the authority to fix the amounts which shall be payable to the non-employee members of our board of directors for attendance at any meeting or for services rendered to us.

Common Stock

Each outstanding share of Common Stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of Common Stock are entitled to receive ratably all dividends, if any, declared thereon by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our Common Stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of Common Stock do not have conversion, redemption or preemptive rights to subscribe to any of our securities. All outstanding shares of Common Stock are fully paid and non-assessable. The rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any shares of preferred stock which we may issue in the future. Our Common Stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future. There are no provisions in our articles of incorporation or bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

On August 3, 2020, our shareholders granted discretionary authority to the Company’s board of directors to effect one or more reverse stock splits of the issued and outstanding shares of common stock of the Company, at ratios within the range from 1-for-2 up to 1-for-5 in the aggregate. Our board of directors has not elected to implement the reverse stock split. If our board of directors determines to implement a reverse stock split, depending on the ratio for such reverse stock split determined by our board of directors, no less than two and no more than five shares of our existing common stock will be combined into one share of common stock. Our board of directors could implement a reverse stock split at any time on or before the day immediately preceding the company’s annual meeting of shareholders in 2021. Our board may, in its discretion, elect not to implement any reverse stock split if it determines that a reverse stock split would not be in the best interests of the Company and our shareholders.

We are not aware of any limitations on the rights to own our Common Stock, including rights of non-resident or foreign shareholders to hold or exercise voting rights on our Common Stock, imposed by foreign law or by our articles of incorporation or bylaws.

Preferred Stock

Our articles of incorporation authorize our board of directors, without any further vote or action by our shareholders, to issue up to 20,000,000 shares of blank check preferred stock, of which 1,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a shareholder rights plan as described below under “—Shareholders Rights Plan,” and as of December 31, 2022 and February 24, 2023, 804,950 have been designated as Series C Preferred Shares and 3,195,050 have been designated as Series D Preferred Shares, and to determine, with respect to any series of preferred stock established by our board of directors, the terms and rights of that series, including:

•the designation of the series;

•the number of shares of the series;

•the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and

•the voting rights, if any, of the holders of the series.

Shareholders Rights Plan

General

Our board of directors declared a dividend of one right for each outstanding share of Safe Bulkers’ common stock. The

dividend was paid on August 20, 2020 to the shareholders of record on August 17, 2020. As a result, each share of our Common Stock includes a right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Stock at a purchase price of $5.20 per unit, subject to specified adjustments. The rights are issued pursuant to a shareholders rights agreement between us and American Stock Transfer & Trust Company, LLC as rights agent. Until a right is exercised, the holder of a right will have no rights to vote or receive dividends or any other shareholders rights.

The rights may have anti-takeover effects. The rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As a result, the overall effect of the rights may be to render more difficult or discourage a merger, tender offer or other business combination involving the Company that is not supported by our board of directors. Because our board of directors can approve a redemption of the rights or a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors. The adoption of the rights agreement was approved by our board of directors on August 6, 2020.

We have summarized the material terms and conditions of the rights agreement and the rights below. For a complete description of the rights, we encourage you to read the shareholder rights agreement, which we have filed as an exhibit to this annual report.

Detachment of the Rights

The rights are attached to all certificates representing our outstanding common stock and will attach to all common stock certificates we issue prior to the rights distribution date that we describe below. The rights are not exercisable until after the rights distribution date and will expire at the close of business on August 5, 2030, unless we redeem or exchange them earlier as described below. The rights will separate from the common stock and a rights distribution date will occur, subject to specified exceptions, on the earlier of the following two dates:

(i)ten days following the first public announcement that a person or group of affiliated or associated persons or an “acquiring person” has acquired or obtained the right to acquire beneficial ownership of 10% or more of our outstanding common stock; or

(ii)ten business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person.”

Derivative positions are included for purposes of determining beneficial ownership.

Shares owned by Polys Hajioannou, the Company's Chairman and Chief Executive Officer, or Nicolaos Hadjioannou and entities controlled by and/or affiliated or associated with Mr. Hajioannou or Mr. Hadjioannou or members or their respective families are not subject to the restrictions of the Rights Plan and shareholders who beneficially owned 10% or more of Safe Bulkers' outstanding common stock prior to the first public announcement by the Company of the adoption of the Rights Plan will not trigger any penalties under the rights plan so long as they do not acquire beneficial ownership of any additional shares of common stock at a time when they still beneficially own 10% or more of such common stock.

Until the rights distribution date:

•our common stock certificates will evidence the rights, and the rights will be transferable only with those certificates; and

•any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the shareholders rights agreement by reference.

As soon as practicable after the rights distribution date, the rights agent will mail certificates representing the rights to holders of record of common stock at the close of business on that date. As of the rights distribution date, only separate rights certificates will represent the rights.

We will not issue rights with any shares of common stock we issue after the rights distribution date, except as our board of directors may otherwise determine.

Flip-In Event

A “flip-in event” will occur under the shareholders rights agreement when a person becomes an acquiring person. If a flip-in event occurs and we do not redeem the rights as described under the heading “—Redemption of Rights” below, each right,

other than any right that has become void, as described below, will become exercisable at the time it is no longer redeemable for the number of shares of common stock, or, in some cases, cash, property or other of our securities, having a current market price equal to two times the exercise price of such right.

If a flip-in event occurs, all rights that then are, or in some circumstances that were, beneficially owned by or transferred to an acquiring person or specified related parties will become void in the circumstances which the shareholder rights agreement specifies.

Flip-Over Event

A “flip-over event” will occur under the shareholder rights agreement when, at any time after a person has become an acquiring person:

•we are acquired in a merger or other business combination transaction; or

•50% or more of our assets, cash flows or earning power is sold or transferred.

If a flip-over event occurs, each holder of a right, other than any right that has become void as we describe under the heading “—Flip-in event” above, will have the right to receive the number of shares of common stock of the acquiring company having a current market price equal to two times the exercise price of such right.

Antidilution

The number of outstanding rights associated with our common stock is subject to adjustment for any stock split, stock dividend or subdivision, combination or reclassification of our common stock occurring prior to the rights distribution date. With some exceptions, the shareholders rights agreement does not require us to adjust the exercise price of the rights until cumulative adjustments amount to at least 1% of the exercise price. It also does not require us to issue fractional shares of our preferred stock that are not integral multiples of one one-hundredth of a share, and, instead, we may make a cash adjustment based on the market price of the common stock on the last trading date prior to the date of exercise. The rights agreement reserves us the right to require, prior to the occurrence of any flip-in event or flip-over event, that, on any exercise of rights, that a number of rights must be exercised so that we will issue only whole shares of stock.

Redemption of Rights

At any time until ten days after the date on which the occurrence of a flip-in event is first publicly announced, we may redeem the rights in whole, but not in part, at a redemption price of $0.01 per right. The redemption price is subject to adjustment for any stock split, stock dividend or similar transaction occurring before the date of redemption. At our option, we may pay that redemption price in cash, shares of common stock or any other consideration our board of directors may select. The rights are not exercisable after a flip-in event until they are no longer redeemable. If our board of directors timely orders the redemption of the rights, the rights will terminate on the effectiveness of that action.

Exchange of Rights

We may, at our option, exchange the rights (other than rights owned by an acquiring person or an affiliate or an associate of an acquiring person, which have become void), in whole or in part. The exchange must be at an exchange ratio of one share of common stock per right, subject to specified adjustments at any time after the occurrence of a flip-in event and prior to:

•any person other than our existing shareholder becoming the beneficial owner of common stock with voting power equal to 50% or more of the total voting power of all shares of common stock entitled to vote in the election of directors; or

•the occurrence of a flip-over event.

Amendment of Terms of Rights

While the rights are outstanding, we may amend the provisions of the shareholders rights agreement only as follows:

•to cure any ambiguity, omission, defect or inconsistency;

•to make changes that do not adversely affect the interests of holders of rights, excluding the interests of any acquiring person; or

•to shorten or lengthen any time period under the shareholders rights agreement, except that we cannot change the time period when rights may be redeemed or lengthen any time period, unless such lengthening protects, enhances or clarifies the benefits of holders of rights other than an acquiring person.

At any time when no rights are outstanding, we may amend any of the provisions of the shareholders rights agreement, other than decreasing the redemption price.

Dissenters’ rights of appraisal and payment

Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or sale of all, or substantially all, of our assets not made in the usual course of our business, and receive payment of the fair value of their shares as designated in the BCA. In the event of any amendment of our articles of incorporation, a stockholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting stockholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange. The value of the shares of the dissenting stockholder is fixed by the court after reference, if the court so elects, to the recommendations of a court-appointed appraiser.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of common stock of our shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates. The action must set forth with particularity the stockholder’s efforts to have the Board initiate such action or the reason for not making any such effort.

Limitations on Liability and Indemnification of Officers and Directors

The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties. Our articles of incorporation include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.

Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses (including attorneys’ fees and disbursements and court costs) to our directors and officers and carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability and indemnification provisions in our articles of incorporation and bylaws may discourage shareholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our shareholders. In addition, shareholders’ investments may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-Takeover Effect of Certain Provisions of our Articles of Incorporation and Bylaws

Several provisions of our articles of incorporation and bylaws, which are summarized in the following paragraphs, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also delay, defer or prevent (a) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a stockholder might consider in its best interest, including attempts that may result in a premium over the market price for the shares held by the shareholders, and (b) the removal of incumbent officers and directors.

Blank Check Preferred Stock

Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 20,000,000 shares of blank check preferred stock, of which 1,000,000 shares have been

designated Series A Participating Preferred Stock, in connection with our adoption of a shareholder rights plan as described above under “-Shareholder Rights Plan” and as of December 31, 2022 and February 24, 2023, 804,950 have been designated as Series C Preferred Shares and 3,195,050 have been designated as Series D Preferred Shares. As of the Redemption Date, no shares of Series B Preferred Shares remained outstanding. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Classified Board of Directors

Our articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal of Directors

Our articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our articles of incorporation and bylaws also provide that our directors may be removed only for cause. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Calling of Special Meeting of Shareholders

Our articles of incorporation and bylaws provide that special meetings of our shareholders may only be called by our Chairman of the board of directors, chief executive officer or secretary of the Company, at the request of a majority of our board of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary.

Generally, to be timely, a stockholder’s notice must be received at our offices not less than 90 days nor more than 120 days prior to the first anniversary date of the previous year’s annual meeting. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or to make nominations for directors at an annual meeting of shareholders.

C. Material Contracts

Not applicable.

D. Exchange Controls and Other Limitations Affecting Security Holders

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that affect the remittance of dividends, interest or other payments to non-resident and non-Marshall Islands citizen holders of our Common Stock.

E. Tax Considerations

Marshall Islands Tax Considerations

We are a non-resident domestic Marshall Islands corporation. Because we do not, and we do not expect that we will, conduct business or operations in the Republic of the Marshall Islands, under current Marshall Islands law we are not subject to tax on income or capital gains and our shareholders (so long as they are not citizens or residents of the Republic of the Marshall Islands) will not be subject to Marshall Islands taxation or withholding on dividends and other distributions (including upon a return of capital) we make to our shareholders. In addition, so long as our shareholders are not citizens or residents of the Republic of the Marshall Islands, our shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, holding or disposition of our Common Stock or Preferred Shares, and our shareholders will not be required by the Republic of the Marshall Islands to file a tax return relating to our Common Stock or Preferred Shares.

Each stockholder is urged to consult its tax counselor or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Republic of the Marshall Islands, of its investment in us.

Further, it is the responsibility of each stockholder to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it.

Liberian Tax Considerations

Some of our vessel-owning subsidiaries are incorporated under the laws of the Republic of Liberia. The Republic of Liberia enacted a new income tax act effective as of January 1, 2001 (the “New Act”) which did not distinguish between the taxation of “non-resident” Liberian corporations, such as our subsidiaries, which conduct no business in Liberia and were wholly exempt from taxation under the income tax law previously in effect since 1977, and “resident” Liberian corporations which conduct business in Liberia and are, and were under the prior law, subject to taxation. The New Act was amended by the Consolidated Tax Amendments Act of 2011 which was published and became effective on November 1, 2011 (the “Amended Act”). The Amended Act specifically exempts from taxation non-resident Liberian corporations such as our Liberian subsidiaries that engage in international shipping (and not exclusively in Liberia) and that do not engage in other business or activities in Liberia other than as specifically enumerated in the Amended Act. In addition, the Amended Act made such exemption from taxation retroactive to the effective date of the New Act.

United States Federal Income Tax Considerations

The following discussion of United States federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the United States Department of the Treasury as of the date hereof, all of which are subject to change, possibly with retroactive effect. This discussion does not address any United States state or local taxes, any United States federal tax other than federal income tax or the tax on net investment income imposed by Section 1411 of the Code. This discussion does not purport to address the tax consequences of owning our stock to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, United States expatriates, persons holding our stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, persons liable for alternative minimum tax, pass-through entities and investors therein, persons who own, actually or under applicable constructive ownership rules, 10% or more of the vote or value of our stock, traders or dealers in securities or currencies and United States holders whose functional currency is not the United States dollar) may be subject to special rules. This discussion only addresses holders that hold the stock as a capital asset. This discussion is based upon our beliefs and expectations concerning our past, current and anticipated activities, income and assets and those of our subsidiaries, the direct, indirect and constructive ownership of our stock and the trading and quotation of our stock. Should any such beliefs or expectations prove to be incorrect, the conclusions described herein could be adversely affected. You are encouraged to consult your own tax advisors concerning the overall tax consequences of the ownership of our stock arising in your own particular situation under United States federal, state, local or foreign law.

If a partnership holds our stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners in a partnership holding our stock are encouraged to consult their tax advisors.

United States Federal Income Tax Consequences

Taxation of Operating Income in General

General

Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a shipping pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as "shipping income", to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, constitutes income from sources within the United States, which we refer to as "U.S. source gross shipping income".

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are prohibited by law from engaging in transportation that produces income considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.

We are subject to a 4% tax imposed without allowance for deductions for such taxable year, as described in "Taxation in the Absence of Exemption", unless we qualify for exemption from tax under Section 883 of the Code, the requirements of which are described in detail below. For our 2020 taxable year, we were exempt from U.S federal tax on our U.S. source gross shipping income.

Exemption of Operating Income from United States Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from United States federal income taxation on our U.S.-source shipping income if:

a)we are organized in a foreign country (our "country of organization") that grants an "equivalent exemption" to corporations organized in the United States one of the following is true; and

b) either:

i)more than 50% of the value of our stock is owned, directly or indirectly, by "qualified shareholders", that are persons (i) who are "residents" of our country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the "50% Ownership Test"; or

ii)our stock is "primarily" and "regularly" traded on one or more established securities markets in our country of organization, in another country that grants an "equivalent exemption" to United States corporations, or in the United States, which we refer to as the "Publicly-Traded Test".

The jurisdictions where we and our shipowning subsidiaries are incorporated grant "equivalent exemptions" to United States corporations. Therefore, we will be exempt from United States federal income taxation with respect to our U.S. source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

50% Ownership Test

Under the regulations, a foreign corporation will satisfy the 50% Ownership Test for a taxable year if (i) for at least half of the number of days in the taxable year, more than 50% of the value of its stock is owned, directly or constructively through the application of certain attribution rules prescribed by the regulations, by one or more shareholders who are residents of foreign countries that grant "equivalent exemption" to corporations organized in the United States and (ii) the foreign corporation satisfies certain substantiation and reporting requirements with respect to such shareholders. Holders of warrants will not be treated as constructive owners of shares for purposes of the 50% Ownership Test.

We satisfied the 50% Ownership Test for our 2021 taxable year, and expect that we will be able to satisfy that test going forward.

Publicly-Traded Test

The regulations provide that the stock of a foreign corporation will be considered to be "primarily traded" on an established securities market in a country if the number of shares of each class of stock used to satisfy the Publicly Traded Test that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country.

Under the regulations, the stock of a foreign corporation will be considered "regularly traded" if one or more classes of its stock representing 50% or more of its outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets (such as the NYSE), which we refer to as the "listing threshold".

The regulations further require that with respect to each class of stock relied upon to meet the listing threshold: (i) such class of the stock is traded on the market, other than in minimal quantities, on at least sixty (60) days during the taxable year or one-sixth (1/6) of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. Even if a foreign corporation does not satisfy both tests, the regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be "regularly traded" on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock, whom we refer to as "5% Shareholders". We refer to this restriction in the regulations as the "Closely-Held Rule".

For purposes of being able to determine our 5% Shareholders, the regulations permit a foreign corporation to rely on Schedule 13G and Schedule 13D filings with the Commission. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

Additionally, holders of warrants will not be treated as constructive owners of shares for purposes of the Closely Held Rule.

The Closely-Held Rule will not disqualify a foreign corporation, however, if it can establish and substantiate that qualified shareholders own, actually or constructively under specified attribution rules, sufficient shares in the closely-held block of stock to preclude the shares in the closely-held block that are owned by non-qualified 5% Shareholders from representing 50% or more of the value of such class of stock for more than half of the days during the tax year. An analysis of our shareholding in 2020 confirmed that we can satisfy that more than 50% of our shares were held for more than half of the days in the 2020 taxable year by qualified 5% Shareholders in combination with the shares held by less than 5% shareholders.

Due to the factual nature of the issues involved, there can be no assurance that we or any of our subsidiaries will qualify for the benefits of Section 883 of the Code for our subsequent taxable years.

Taxation in Absence of Exemption

To the extent the benefits of Section 883 are unavailable, our U.S. source gross shipping income, to the extent not considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the "4% Tax". Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% Tax.

To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source gross shipping income is considered to be "effectively connected" with the conduct of a U.S. trade or business, as described below, any such "effectively connected" U.S. source gross shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at a rate of 21%. In addition, we may be subject to the 30% "branch profits" tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

Our U.S. source gross shipping income would be considered "effectively connected" with the conduct of a U.S. trade or business only if:

• we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

• substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same

points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.

We do not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis, or earning income from the leasing of a vessel attributable to a fixed place of business in the United States. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source gross shipping income will be "effectively connected" with the conduct of a U.S. trade or business.

Taxation of Gain on Sale of Assets

Regardless of whether we qualify for the exemption under Section 883 of the Code, we will not be subject to United States income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States (as determined under United States tax principles). In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel (and risk of loss with respect to the vessel) passes to the buyer outside of the United States. We expect that any sale of a vessel will be so structured that it will be considered to occur outside of the United States.

United States Federal Income Taxation of United States Holders

You are a “United States holder” if you are a beneficial owner of our stock and you are a United States citizen or resident, a United States corporation (or other United States entity taxable as a corporation), an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of that trust.

Distributions on Our Stock

Subject to the discussion of PFICs (as defined below), any distributions with respect to our stock that you receive from us, other than distributions in liquidation and distributions in redemption of our stock that are treated as exchanges, will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described below, to the extent of our current or accumulated earnings and profits (as determined under United States tax principles). Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of your tax basis in our stock (on a dollar-for-dollar basis) and thereafter as capital gain. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution paid will generally be reported as a “dividend” for United States federal income tax purposes.

Because we are not a United States corporation, if you are a United States corporation (or a United States entity taxable as a corporation), you will not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us.

Dividends paid with respect to our stock will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.

If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income” taxed at preferential rates, provided that:

(a) the Common Stock or Preferred Shares on which the dividends are paid are readily tradable on an established securities market in the United States (such as the NYSE);

(b) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below under “—PFIC Status”);

(c) you own our stock for more than (x) in the cases where the dividends on the Preferred Shares are attributable to a period or periods aggregating in excess of 366 days, 90 days in the 181-day period beginning 90 days before the date on which the Preferred Shares become ex-dividend or (y) in all other cases, 60 days in the 121-day period beginning 60 days before the date on which the stock becomes ex-dividend;

(d) you are not under an obligation to make related payments with respect to positions in substantially similar or related property; and

(e) certain other conditions are met.

Special rules may apply to any “extraordinary dividend.” Generally, an extraordinary dividend is: (i) a dividend in an amount that is equal to (or in excess of) (x) 10%, in the case of Common Stock, or (y) 5%, in the case of the Preferred Shares, of your adjusted tax basis in (or the fair market value of, in certain circumstances) a share of our stock or (ii) dividends received within a one-year period that, in the aggregate, equal or exceed 20% of your adjusted tax basis in (or fair market value of in certain circumstances) a share of our stock. If we pay an “extraordinary dividend” on our stock that is treated as “qualified dividend income” and if you are an individual, estate or trust, then any loss you derive from a subsequent sale or exchange of such stock will be treated as long-term capital loss to the extent of such dividend.

There is no assurance that dividends you receive from us will be eligible for preferential rates. Dividends you receive from us that are not eligible for any preferential rate will be taxed at the ordinary income rates.

Sale, Exchange or Other Disposition of Stock

Provided that we are not a PFIC for any taxable year and except as provided in the discussion under “Redemption of Stock,” you generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our stock, in an amount equal to the difference between the amount realized by you from such sale, exchange or other disposition and your tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if your holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax credit purposes. Your ability to deduct capital losses against ordinary income is subject to limitations.

Redemption of Stock

In the case of a redemption of stock (including a disposition of stock to us or persons related to us), unless the redemption satisfies one of the tests set forth in Section 302(b) of the Code for treating the redemption as a sale or exchange, the redemption will be treated under Section 302 of the Code as a distribution. If the redemption is treated as a sale or exchange of the United States holder’s stock, the United States holder’s treatment will be as discussed above in “—Sale, Exchange or Other Disposition of Stock.” The redemption will be treated as a sale or exchange only if it (i) is “substantially disproportionate,” (ii) constitutes a “complete termination of the holder’s stock interest” in us or (iii) is not “essentially equivalent to a dividend,” each within the meaning of Section 302(b) of the Code. In determining whether any of the alternative tests of Section 302(b) of the Code is met, shares of our capital stock actually owned, as well as shares considered to be owned by the United States holder by reason of certain constructive ownership rules, must be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code is satisfied with respect to a particular holder of the stock will depend on that holder’s particular facts and circumstances as of the time the determination is made, United States holders should consult their own tax advisors to determine their tax treatment of a redemption of stock in light of their own particular investment circumstances.

PFIC Status

Special United States income tax rules apply to you if you hold stock in a non-United States corporation that is classified as a“passive foreign investment company” (or “PFIC”) for United States income tax purposes. In general, we will be treated as a PFIC in any taxable year in which, after applying certain look-through rules, either:

(a) at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or

(b) at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for the production of, passive income).

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in which we own at least 25% of the value of the subsidiary’s stock. Income we earn, or are deemed to earn, in connection with the performance of services will not constitute passive income. By contrast, rental income will generally constitute passive income (unless we are treated under certain special rules as deriving our rental income in the active conduct of a trade or business).

Because we have chartered all of our vessels to unrelated charterers on the basis of period time and spot time charter contracts (and not on the basis of bareboat charters) and because we expect to continue to do so, we believe that currently we should not be treated as being and should not become a PFIC. We believe it is more likely than not that our gross income derived from our time charter activities constitutes active service income (as opposed to passive rental income) and, as a result, our vessels constitute active assets (as opposed to passive assets) for purposes of determining whether we are a PFIC. We believe there is legal authority supporting this position, consisting of case law and United States Internal Revenue Service (“IRS”) pronouncements concerning the characterization of income derived from time charters as service income for other tax purposes. However, there is no legal authority specifically relating to the statutory provisions governing PFICs or relating to circumstances substantially similar to ours. Moreover, in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), the United States Court of Appeals for the Fifth Circuit held that, contrary to the position of the IRS in that case, and for purposes of a different set of rules under the Code, income received under a time charter of vessels should be treated as rental income rather than services income. If the reasoning of the Fifth Circuit case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time chartering activities would be treated as rental income, and we would probably be a PFIC. The IRS has stated that it disagrees with the holding in Tidewater and has specified that income from period time charters should be treated as services income. However, the IRS’ statement with respect to the Tidewater decision was an administrative action that cannot be relied upon or otherwise cited as precedent by taxpayers.

We have not sought, and we do not expect to seek, an IRS ruling on this matter. As a result, the IRS or a court could disagree with our position that we are not currently a PFIC. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.

As discussed below, if we were to be treated as a PFIC for any taxable year, you generally would be subject to one of three different United States income tax regimes, depending on whether or not you make certain elections. Additionally, you would be required to file annual information returns with the IRS.

Taxation of United States Holders That Make a Timely QEF Election

If we were treated as a PFIC, and if you make a timely election to treat us as a “Qualified Electing Fund” for United States tax purposes (a “QEF Election”), you would be required to report each year your allocable share of our ordinary earnings and our net capital gain for our taxable year that ends with or within your taxable year, regardless of whether we make any distributions to you. Such income inclusions would not be eligible for the preferential tax rates applicable to “qualified dividend income.” Your adjusted tax basis in our stock would be increased to reflect such taxed but undistributed earnings and profits. Distributions of earnings and profits that had previously been taxed would result in a corresponding reduction in your adjusted tax basis in our stock and would not be taxed again once distributed. You would generally recognize capital gain or loss on the sale, exchange or other disposition of our stock. Even if you make a QEF Election for one of our taxable years, if we were a PFIC for a prior taxable year during which you held our stock and for which you did not make a timely QEF Election, you would also be subject to the more adverse rules described below under “—Taxation of United States Holders That Make No Election.”

You would make a QEF Election with respect to any year that our company is treated as a PFIC by completing and filing IRS Form 8621 with your United States income tax return in accordance with the relevant instructions. If we were to become aware that we were to be treated as a PFIC for any taxable year, we would notify all United States holders of such treatment and would provide all necessary information to any United States holder who requests such information in order to make the QEF election described above.

Taxation of United States Holders That Make a Timely “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as we expect, our stock is treated as “marketable stock,” you would be allowed to make a “mark-to-market” election with respect to our stock, provided that you complete and file IRS Form 8621 in accordance with the relevant instructions. If that election is made, you generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of our stock at the end of the taxable year over your adjusted tax basis in our stock. You also would be permitted an ordinary loss in respect of the excess, if any, of your adjusted tax basis in our stock over its fair market value at the end of the taxable year (but only to the extent of the net amount previously included in income as a result of the mark-to-market election). Your tax basis in our stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our stock would be treated

as ordinary income, and any loss realized on the sale, exchange or other disposition of the stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by you.

Taxation of United States Holders That Make No Election

Finally, if we were treated as a PFIC for any taxable year and if you did not make either a QEF Election or a “mark-to-market” election for that year, you would be subject to special rules with respect to (a) any excess distribution (that is, the portion of any distributions received by you on our stock in a taxable year in excess of 125% of the average annual distributions received by you in the three preceding taxable years, or, if shorter, your holding period for our stock) and (b) any gain realized on the sale, exchange or other disposition of our stock. Under these special rules:

(1) the excess distribution or gain would be allocated ratably over your aggregate holding period for our Common Stock;

(2) the amount allocated to the current taxable year would be taxed as ordinary income; and

(3) the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

If an individual dies while owning our stock, the individual’s successor generally would not receive a step-up in tax basis with respect to such stock for United States tax purposes.

United States Federal Income Taxation of Non-United States Holders

You are a “non-United States holder” if you are a beneficial owner of our stock (other than a partnership for United States tax purposes) and you are not a United States holder.

Distributions on Our Stock

You generally will not be subject to United States income or withholding taxes on dividends you receive from us with respect to our stock, unless that income is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to those dividends, that income generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States.

Sale, Exchange or Other Disposition of Our Stock

You generally will not be subject to United States income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our stock, unless:

(a) the gain is effectively connected with your conduct of a trade or business in the United States. If you are entitled to the benefits of an applicable income tax treaty with respect to that gain, that gain generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States; or

(b) you are an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met.

If you are engaged in a United States trade or business for United States tax purposes, you will be subject to United States tax with respect to your income from our stock (including dividends and the gain from the sale, exchange or other disposition of the stock) that is effectively connected with the conduct of that trade or business in the same manner as if you were a United States holder. In addition, if you are a corporate non-United States holder, your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional United States branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

United States Backup Withholding and Information Reporting

In general, if you are a non-corporate United States holder, dividend payments (or other taxable distributions) made within the United States will be subject to information reporting requirements and backup withholding tax if you:

(1) fail to provide an accurate taxpayer identification number;

(2) are notified by the IRS that you are subject to backup withholding; or

(3) in certain circumstances, fail to comply with applicable certification requirements.

United States holders who are individuals generally will be required to report certain information with respect to an interest in our stock by attaching a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold an interest in our stock. These requirements are subject to exceptions, including an exception for shares held in accounts maintained by certain financial institutions and an exception applicable if the aggregate value of all “specified foreign financial assets” (as defined in the Code) held by the United States holder (and, as applicable, by his or her spouse) does not exceed a specified minimum amount.

If you are a non-United States holder, you may be required to establish your exemption from information reporting and backup withholding by certifying your status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable. If you sell our stock to or through a United States office or broker, the payment of the sales proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-United States person, under penalties of perjury, or you otherwise establish an exemption. If you sell our stock through a non-United States office of a non-United States broker and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements (but not backup withholding) will apply to a payment of sales proceeds, even if that payment is made outside the United States, if you sell our stock through a non-United States office of a broker that is a United States person or has certain other connections with the United States.

Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by accurately completing and timely filing a refund claim with the IRS. You should consult your own tax advisor regarding the application of the backup withholding and information reporting rules.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We are subject to the informational requirements of the Exchange Act. In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a web site maintained by the SEC at http://www.sec.gov.

I. Subsidiary Information

Not applicable.

PART II


ITEM 11.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A. Quantitative Information About Market Risk

Interest Rate Risk

We are subject to market risks relating to changes in interest rates because we have floating rate debt outstanding, which is based on U.S. dollar LIBOR or SOFR plus, in the case of each credit facility, a specified margin. Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings and to this effect, when we deem appropriate, we use derivative financial instruments.

The total notional principal amount of outstanding interest rate derivative contracts as of December 31, 2021 was $300.0 million. The swaps had specified rates and durations. In January 2022 we terminated certain of these interest rate derivative contracts for which we received an aggregate payment of $8.34 million and entered into new contracts with shorter maturities. In February 2022, we terminated all outstanding interest rate derivative contracts transactions and received an aggregate payment of $2.78 million. We did not have any interest rate derivative contracts outstanding as of December 31, 2022. From time to time we may enter into interest rate swap agreements in order to manage future interest costs and the risk associated with changing interest rates. Refer to the table in Note 14 of the consolidated financial statements included elsewhere in this annual report which summarizes the interest rate swaps in place as of December 31, 2022 and December 31, 2021.

The following table sets forth the sensitivity of our existing loans as of December 31, 2022, as to a 100 basis point increase in LIBOR and SOFR, and reflects the additional interest expense.


Year	Amount
2023	$	2.2	million
2024	2.0		million
2025	1.6		million
2026	1.1		million
2027	0.9		million

Freight Derivatives and Bunker Swaps

We are subject to markets risks relating to changes in charter rates because we have entered into a certain number of FFA's on the Panamax index maturing in 2024. Generally freight derivatives may be used to hedge a vessel owner’s exposure to the charter market for a specified vessel size and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates reported on an identified index for the specified vessel size and time period, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days of the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. If we take positions in FFAs or other derivative instruments we could suffer losses in the settling or termination of these agreements. This could adversely affect our results of operations and cash flow.

Our FFA derivatives do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in earnings. For the year ended December 31, 2021, we incurred net losses on FFAs of $3.2 million whereas for the year ended December 31, 2022, we incurred net gains of $7.1 million. As of December 31, 2021 and 2022 the fair value of our outstanding FFA derivatives was a net asset of $1.0 million and an asset of $0.8, respectively.

A hypothetical 10.0% immediate and uniform increase in all charter rates from the rates in effect as of December 31, 2022, would have decreased our gain and the fair value of our outstanding FFA derivatives by approximately $0.2 million, resulting to FFA derivatives asset of $0.6 million.

We are also subject to markets risks relating to changes in the prices of bunkers prices because we have entered into a certain number of bunker swap contracts to manage our exposure to fluctuations of bunker price differentials associated with the consumption of bunkers by our vessels. Bunker swaps are agreements between two parties to exchange cash flows at a fixed price on bunkers, where volume, time period and price are agreed in advance. If we take positions in bunker swaps or other derivative instruments we could suffer losses in the settling or termination of these agreements. This could adversely affect our results of operations and cash flow.

We used these bunker swaps as an economic hedge to reduce the risk on bunker price differentials. Our bunker swaps do not qualify as cash flow hedges for accounting purposes and therefore gains or losses are recognized in earnings. Bunker swaps are treated as assets/liabilities until they are settled. During the years ended December 31, 2021 and 2022, we entered into a number of bunker swaps. For the years ended December 31, 2021 and 2022, we incurred net losses of $1.0 million and $4.5 million respectively. As of December 31, 2021 and 2022, the fair value of our outstanding bunker swaps was a net liability of $0.2 million and an asset of $0.3 million, respectively.

A hypothetical 10.0% immediate and uniform increase in all bunker prices from the prices in effect as of December 31, 2022, would have increased our loss and decreased the fair value of our outstanding bunker swaps by approximately $0.1 million, resulting to bunker swaps derivatives asset of $0.2 million..

Foreign Currency Exchange Risk

We generate all of our revenues in U.S. dollars, but for the year ended December 31, 2022 we incurred approximately 26.6% of our vessel operating expenses in currencies other than the U.S. dollar and the vast majority of our management fees to our Managers in currencies other than the U.S. dollar. The interest on our €100,00 million bond is also payable in EUR. As of December 31, 2022, approximately 31.6% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar and were subject to exchange rate risk, as their value fluctuates with changes in exchange rates.

A hypothetical 10.0% immediate and uniform adverse move in all currency exchange rates from the rates in effect as of December 31, 2022, would have increased our vessel operating expenses by approximately $2.1 million, our management fees to our Managers by approximately $1.8 million, our bond interest by approximately $0.3 million and the fair value of our outstanding accounts payable by approximately $0.3 million.

As of December 31, 2022, the majority of our outstanding contractual obligations to our Managers were denominated in Euros, equivalent to $91.9 million. The USD equivalent of the €100.0 million bond as of December 31, 2022 was $107.0 million. In order to mitigate the risk from exchange rate fluctuations, we have entered into four currency forward agreements in the relation to the redemption of the bond for a total of €40.0 million at an average rate of 1.0846 EUR/USD. A hypothetical 10% immediate adverse move in the Euro exchange rate from the rate in effect as of December 31, 2022, would have increased our outstanding contractual obligations to our Managers by approximately $9.2 million and to the bond holders by approximately $7.7 million, taking into account the outstanding forward currency agreements. We may not enter into additional foreign exchange forward agreements in the future in relation to the expenditures denominated in Euros.


ITEM 12.			DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.


ITEM 13.			DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.


ITEM 14.			MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

A. Material Modifications to the Rights of Security Holders

We adopted a shareholder rights plan on August 6, 2020, that authorizes the issuance to our existing shareholders of preferred share rights and additional shares of Common Stock if any third party seeks to acquire control of a substantial block of our Common Stock. See “Item 10. Additional Information—B. Articles of Incorporation and Bylaws—Shareholder Rights Plan” included in this annual report for a description of the shareholders rights plan.


ITEM 15.			CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2022. Disclosure controls and procedures are defined under SEC rules as controls and other procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include without limitation controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based on our evaluation, the chief executive officer and the chief financial officer have concluded that our disclosure controls and procedures were effective as of December 31, 2022.

B. Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and for the assessment of the effectiveness of internal control over financial reporting. Our internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In making its assessment of our internal control over financial reporting as of December 31, 2022, management, including the chief executive officer and chief financial officer, used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013 (“COSO”).

Management concluded that, as of December 31, 2022, our internal control over financial reporting was effective. Deloitte Certified Public Accountants S.A. (“Deloitte”), our independent registered public accounting firm, has audited the financial statements included herein and our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2022 which is reproduced in its entirety in Item 15(c) below.

C. Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Deloitte Certified Public Accountants S.A., an independent registered public accounting firm, as stated in their report which appears below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Safe Bulkers, Inc.

Majuro, Republic of the Marshall Islands

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Safe Bulkers, Inc. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 6, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 6, 2023

D. Changes in Internal Control over Financial Reporting

During the period covered by this annual report, we have made no changes to our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


ITEM 16.			[RESERVED]


ITEM 16A.			AUDIT COMMITTEE FINANCIAL EXPERT

Our Audit Committee consists of three independent directors, Ole Wikborg, Christos Megalou and Frank Sica, who is the chairman of the committee. Our board of directors has determined that Frank Sica, whose biographical details are included in “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management,” qualifies as an audit committee “financial expert,” as such term is defined in Regulation S-K promulgated by the SEC.


ITEM 16B.			CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics for all officers and employees of our company, which incorporates a Code of Ethics for directors and a Code of Conduct for corporate officers, a copy of which is posted on our website, and may be viewed at http://www.safebulkers.com/corp_ethics.htm. We will also provide a paper copy of this document free of charge upon written request by our shareholders. shareholders may direct their requests to the attention of Dr. Loukas Barmparis, Secretary, Safe Bulkers, Inc., e-mail: directors@safebulkers.com, telephone: +30 2111 888 400, +357 25 887 200. No waivers of the Code of Business Conduct and Ethics have been granted to any person during the fiscal year ended December 31, 2022.


ITEM 16C.			PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees billed to the Company for the fiscal years ended December 31, 2022 and 2021 by the Company’s principal accounting firm, Deloitte Certified Public Accountants S.A., (PCAOB number 1163), an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, Limited, by the category of service, were as follows:


	2021		2022
	(in thousands)
Audit fees	$	455	$	370
Audit related fees	$	84	$	47

All other fees	$	6	$	—
Total fees	$	545	$	417

Audit fees represent compensation for professional services rendered for the integrated audit of the consolidated financial statements of the Company and for the review of the quarterly financial information as well as in connection with the review of the Annual Report, review of registration statements and related consents and comfort letters and any other audit services required for SEC or other regulatory fillings. Audit related fees represent compensation for professional services rendered relating to the review of the prospectus and related services for the public offering and listing on the Athens Stock Exchange of unsecured bond by a subsidiary of Safe Bulkers, and subscription services. There were no fees relating to Tax fees. Other fees represent fee for professional services rendered in connection with assistance provided with the Company's cyber security assessment, including cyber awareness training.

Pre-approval Policies and Procedures

The audit committee charter sets forth our policy regarding retention of the independent auditors, giving the audit committee responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors. The audit committee charter provides that the committee is responsible for reviewing and approving in advance the retention of the independent auditors for the performance of all audit and lawfully permitted non-audit services. The chairman of the audit committee or in the absence of the chairman, any member of the audit committee designated by the chairman, has authority to approve in advance any lawfully permitted non-audit services and fees. The audit committee is authorized to establish other policies and procedures for the pre-approval of such services and fees. Where non-audit services and fees are approved under delegated authority, the action must be reported to the full audit committee at its next regularly scheduled meeting.


ITEM 16D.			EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable.


ITEM 16E.			PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Preferred Stock

In March 2022, the Company issued a notice of redemption of 1,492,554 of the outstanding Series C Preferred Shares. The redemption was completed on April 29, 2022, at a redemption price of $25.00 per Series C Preferred Share plus all accumulated and unpaid dividends to, but excluding, the redemption date. Following the redemption, there were 804,950 Series C Preferred Shares outstanding, as of December 31, 2022.

Common Stock

In June 2019, the Company implemented a new program for the repurchase of an amount of up to 5,000,000 shares of its common stock. In March 2020, we expanded such share repurchase program to provide for the repurchase of an additional 1,500,000 shares of Common Stock on the open market. Any such purchases were made in the open market in compliance with applicable laws and regulations. All 6,126,579 shares of Common Stock repurchased under this program were canceled. The program expired in June 2020.

The Company did not purchase any of the Company’s equity securities during calendar year 2021.

In June 2022, the Company authorized and implemented a new program under which it may from time to time purchase up to 5,000,000 shares of its common stock. As of February 24, 2023, 2,807,418 shares of common stock had been repurchased. Any such purchases were made in the open market in compliance with applicable laws and regulations. All shares of Common Stock repurchased under the program were canceled. The repurchase program is scheduled to expire on December 31, 2023 or upon the repurchase of an amount of up to 5,000,000 shares of its common stock.

Details on the shares purchased under such program as of February 24, 2023, are set forth in the table below:


Period	Total Number of Shares of Common Stock Purchased (a)	Average Price Paid per Share of Common Stock	Total Number of Common Shares Purchased as Part of Publicly Announced Plan or Programs
June 2022	930,729	3.85	930,729
July 2022	69,271	3.85	1,000,000
August 2022	—	—	—
September 2022	1,000,000	3.15	2,000,000
October 2022	807,418	2.47	2,807,418
November 2022	—	—	—
December 2022	—	—	—
Total	2,807,418	3.2	2,807,418
January 2023	—	—	—
February 2023	—	—	—
March 2023	—	—	—
Total	—	—	—
Total 2022 & 2023	2,807,418	3.2	2,807,418

(a) All purchases were made on the open market in accordance with Rule 10b-18 and Rule 10b5-1 under the Exchange Act.


ITEM 16F.			CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.


ITEM 16G.			CORPORATE GOVERNANCE

Statement of Significant Differences Between our Corporate Governance Practices and the NYSE Corporate Governance Standards for U.S. Non-Controlled Issuers

Overview

Pursuant to certain exceptions for foreign private issuers, we are not required to comply with certain of the corporate governance practices followed by U.S. companies under the NYSE listing standards. However, pursuant to Section 303.A.11 of the NYSE Listed Company Manual and the requirements of Form 20-F, we are required to state any significant differences between our corporate governance practices and the practices required by the NYSE. We believe that our established practices in the area of corporate governance are in line with the spirit of the NYSE standards and provide adequate protection to our shareholders. For example, our audit committee consists solely of independent directors. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.

Independent Directors

The NYSE requires that listed companies have a majority of independent directors. As permitted under Marshall Islands law and our bylaws, our board of directors consists of a majority of non-independent directors.

Executive Sessions

The NYSE requires that non-management directors meet regularly in executive sessions without management. The NYSE also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law and our bylaws, our non-management directors do not regularly hold executive sessions without management and we do not expect them to do so.

Corporate Governance, Nominating and Compensation Committee

The NYSE requires that a listed U.S. company have a nominating/corporate governance committee and a compensation committee, each composed of independent directors. As permitted under Marshall Islands law and our bylaws, we have a combined corporate governance, nominating and compensation committee, which at present is comprised solely of independent directors.

Shareholder Approval Requirements

The NYSE requires that a listed U.S. company obtain prior shareholder approval for certain issuances of authorized stock or the approval of, and material revisions to, equity compensation plans. However, as permitted under Marshall Islands law, we do not need to obtain prior shareholder approval in connection with such issuances or equity compensation plans.


ITEM 16H.			MINE SAFETY DISCLOSURE

Not Applicable.


ITEM 16I.			DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.


ITEM 17.			FINANCIAL STATEMENTS

Not Applicable.


ITEM 18.			FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-41 incorporated herein by reference.


ITEM 19.			EXHIBITS


Exhibit						Description
1.1						First Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 on the Company’s Registration Statement on Form F-1 (Reg. No. 333-150995))
1.2						Articles of Amendment of First Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 99.1 on the Company’s Form 6-K, filed on October 8, 2009)
1.3						First Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 on the Company’s Registration Statement on Form F-1 (Reg. No. 333-150995))
2.1						Form of Registration Rights Agreement between Safe Bulkers, Inc. and Vorini Holdings Inc. (Incorporated by reference to Exhibit 4.2 on the Company’s Registration Statement on Form F-1 (Reg. No. 333-150995))
2.2						Shareholders Rights Agreement, dated August 5, 2020, between Safe Bulkers, Inc. and American Stock Transfer & Trust Company (Incorporated by reference to Exhibit 4.1 on the Company’s Form 6-K, filed on August 6, 2021)
2.3						Specimen Share Certificate (Incorporated by reference to Exhibit 4.1 on the Company’s Registration Statement on Form F-1 (Reg. No. 333-150995))
2.4						Statement of Designation of the 8.00% Series C Cumulative Redeemable Perpetual Preferred Shares (Par Value $0.01 Per Share) (Incorporated by reference to Exhibit 3.4 on the Company’s Form 8-A12B filed on May 7, 2014)
2.5						Statement of Designation of the 8.00% Series D Cumulative Redeemable Perpetual Preferred Shares (Par Value $0.01 Per Share) (Incorporated by reference to Exhibit 3.4 on the Company’s Form 8-A12B filed on June 30, 2014)
2.6						Statement of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 on the Company’s Form 6-K, filed on August 6, 2021)
2.7						Description of Securities
4.1						Management Agreement, dated May 29, 2018, between Safety Management Overseas S.A. and Safe Bulkers, Inc.
4.2						Management Agreement, dated May 29, 2018, between Safe Bulkers Management Limited and Safe Bulkers, Inc.
4.3						Second Amended and Restated Restrictive Covenant Agreement, dated August 2, 2017, among Safe Bulkers, Inc., Polys Hajioannou, Vorini Holdings Inc. and Machairiotissa Holdings Inc. (Incorporated by reference to Exhibit 4.3 on the Company’s Form 20-F, filed on March 2, 2018)
4.4						Second Amended and Restated Restrictive Covenant Agreement, dated August 2, 2017, between Safe Bulkers, Inc. and Polys Hajioannou (Incorporated by reference to Exhibit 4.4 on the Company’s Form 20-F, filed on March 2, 2018)
4.5						Amended and Restated Loan Agreement, dated October 3, 2018, by and among Safe Bulkers, Inc., DNB Bank ASA, as Mandated Lead Arranger, DNB Bank ASA, as Agent, DNB Bank ASA, as Swap Provider, and DNB Bank ASA, as Security Agent
4.6						Amended and Restated Loan Agreement, dated March 28, 2019, by and among Safe Bulkers, Inc., DNB Bank ASA, as Mandated Lead Arranger, DNB Bank ASA, as Agent, DNB Bank ASA, as Swap Provider, and DNB Bank ASA, as Security Agent
4.7						At-The-Market Equity Offering Sales Agreement between Safe Bulkers, Inc. and DNB Markets, Inc. (Incorporated by reference to Exhibit 1.1 on the Company’s Form 6-K, filed on August 7, 2020)
4.8						Amendment No. 1 to the At-the-Market Equity Offering Sales Agreement, dated as of May 26, 2021, by and between Safe Bulkers, Inc. and DNB Markets, Inc. (Incorporated by reference to Exhibit 1.1 on the Company’s Form 6-K, filed on May 27, 2021)
4.9						Amended and Restated Loan Agreement, dated September 27, 2021, by and among Safe Bulkers, Inc., DNB Bank ASA, as Mandated Lead Arranger,DNB Bank ASA, as Agent, DNB Bank ASA, as Swap Provider, and DNB Bank ASA, as Security Agent
4.10						Indenture dated February 11, 2022, with respect to Safe Bulkers Participations Plc €100mm bond due 2027 with semi-annual coupon of 2.95% p.a., with Safe Bulkers, Inc. as guarantor
4.11						Restated Restrictive Covenant Agreement dated October 4, 2022among Safe Bulkers, Inc., Polys Hajioannou, Vorini Holdings Inc. and Machairiotissa Holdings Inc.
4.12						Restrictive Covenant Agreement dated October 4, 2022, between Safe Bulkers, Inc. and Polys Hajioannou.
4.13						Amended and Restated Loan Agreement, dated September 27, 2021, by and among Safe Bulkers, Inc., DNB Bank ASA, as Mandated Lead Arranger,DNB Bank ASA, as Agent, DNB Bank ASA, as Swap Provider, and DNB Bank ASA, as Security Agent
4.14						Management Agreement between Safe Bulkers Management Monaco Inc. and Safe Bulkers, Inc. dated April 1 2022
4.15						Amended Management Agreement between Safe Bulkers Management Limited and Safe Bulkers, Inc. dated April 1 2022
4.16						Amended Management Agreement between Safety Management Overseas S.A. and Safe Bulkers, Inc. dated April 1 2022
8.1						List of Subsidiaries
12.1						Certification of principal executive officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
12.2						Certification of principal financial officer pursuant to Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended
13.1						Certification of principal executive officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002
13.2						Certification of principal financial officer pursuant to 18 U.S.C. Section 1350 as added by Section 906 of the Sarbanes-Oxley Act of 2002
15.1						Consent of Deloitte Certified Public Accountants S.A.
101						The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022, formatted in lnline eXtensible Business Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2021 and 2022; (ii) Consolidated Statements of Operations for the years ended December 31, 2020, 2021 and 2022; (iii) Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2020, 2021 and 2022; (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2021 and 2022; and (v) Notes to Consolidated Financial Statements

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


	By:	/s/ KONSTANTINOS ADAMOPOULOS
March 6, 2023		Name: Konstantinos Adamopoulos
		Title: Chief Financial Officer and Director

INDEX TO FINANCIAL STATEMENTS


			Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1163)			F-2
Consolidated Balance Sheets as of December 31, 20 21 and 20 22			F-4
Consolidated Statements of Operations for the Years Ended December 31, 2020, 20 21 and 20 22			F-5
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2020, 20 21 and 20 22			F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2 020 , 20 21 and 20 22			F-7
Notes to Consolidated Financial Statements			F-9

F-117

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Safe Bulkers, Inc.

Majuro, Republic of the Marshall Islands.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Safe Bulkers Inc. and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, shareholders' equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Long -lived Assets – Future Charter Rates – Refer to Note 2 of the consolidated financial statements.

Critical Audit Matter Description

The Company’s evaluation of its vessels for impairment involves an initial assessment of each vessel to determine whether events or changes in circumstances exist that may indicate that the carrying amount of the vessel is greater than its fair value and may no longer be recoverable. Total vessels carrying value as of December 31, 2022 were $1,001.12 million. Please note that from the above mentioned amount tested for impairment indication, vessel M/V Pedhoulas Trader has been excluded since it is classified as held for sale as of 31.12.2022.

If indicators of impairment exist for a vessel, the Company determines the recoverable amount by estimating the undiscounted future cash flows associated with the vessel. If the carrying value of the vessel exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value. The undiscounted future cash flows incorporate various factors and significant

F-2

assumptions, including estimated future charter rates. Future charter rates reflect the rates currently in effect for the duration of the vessels' current charters, and an estimated daily time charter equivalent for the unchartered period using the twelve -month budgeted rate for the vessel class for the first year; the Forward Freight Agreement charter rate for the vessel class for the second year; and thereafter, the most recent ten-year historical time charter average for the vessel class adding an estimated premium for vessels with installed scrubbers.

We identified future charter rates used in the undiscounted future cash flows analysis as a critical audit matter because of the complex judgements made by management to estimate future charter rates and the significant impact they have on undiscounted cash flows expected to be generated over the remaining useful life of the vessel.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s future charter rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the future charter rates utilized in the undiscounted future cash flows included the following among others:

• We tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used within the undiscounted future cash flows analysis.

• We evaluated the reasonableness of the Company’s estimate of future charter rates by:

1. Evaluating the Company’s methodology for estimating the future charter rates by comparing the future charter rates utilized in the future undiscounted net operating cash flows to a) the Company’s historical rates, including the actual scrubber premium earned on the Company’s past charter contracts, b) historical rate information by vessel class published by third parties c) the Company’s budget and d) other external market sources, including analysts’ reports, market reports on spreads on marine fuel (for determination of premium for scrubber fitted vessels), reports on prospective market outlook.

2. Considering the consistency of the assumptions used in the future charter rates, including scrubber premium, with evidence obtained in other areas of the audit. This included a) internal communications by management to the board of directors, and b) external communications by management to analysts and investors.

3. Evaluating management’s ability to accurately forecast by comparing actual results to management’s historical forecasts.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 6, 2023

We have served as the Company’s auditor since 2007.

F-3

SAFE BULKERS, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2021 AND 2022

(In thousands of U.S. Dollars, except for share and per share data)


		December 31,
	Notes	2021		2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	101,004	$	49,186
Time deposits		1,080		64,191
Accounts receivable		8,082		6,475
Assets held for sale	6	—		11,980
Due from Manager	3	—		22
Inventories		8,653		17,323

Derivative assets current	14	1,148		1,098
Accrued revenue	18	665		662
Restricted cash		—		1,000
Prepaid expenses and other current assets		3,484		5,764
Total current assets		124,116		157,701
FIXED ASSETS:
Vessels, net	4	864,391		1,001,120
Right-of-use asset	7	31,938		—
Advances for vessels	5	56,484		76,280
Total fixed assets		952,813		1,077,400
OTHER NON CURRENT ASSETS:
Deferred financing costs		884		510
Restricted cash		10,250		8,900
Derivative assets long-term	14	5,879		1,156
Accrued revenue	18	282		225
Other non current assets		96		26
Total assets		1,094,320		1,245,918
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, net	8	39,912		43,556
Liability directly associated with assets held for sale	6	—		16,930
Unearned revenue	18	11,014		9,520
Trade accounts payable		9,985		10,487
Accrued liabilities	15	5,371		10,766
Derivative liabilities current	14	414		—
Lease liability	7	21,945		—
Due to Manager	3	51		58
Total current liabilities		88,692		91,317
Long-term debt, net	8	315,796		370,806
Unearned revenue long-term	18	7,989		7,330
Derivative liabilities long-term	14	—		307
Other liabilities		2,603		4,242
Total liabilities		415,080		474,002
COMMITMENTS AND CONTINGENCIES	11
MEZZANINE EQUITY - Redeemable non-controlling interest	10	—		—
SHAREHOLDERS’ EQUITY:

Common stock, $0.001 par value; 200,000,000 authorized, 121,640,839 and 118,868,317 issued and outstanding at December 31, 2021 and 2022, respectively	9	122		119
Preferred stock, $0.01 par value; 20,000,000 authorized, 2,297,504 and 804,950 Series C Preferred Shares, 3,195,050 and 3,195,050 Series D Preferred Shares, issued and outstanding at December 31, 2021 and 2022, respectively	9	55		40

Additional paid in capital		425,202		378,968
Retained earnings		253,861		392,789
Total shareholders’ equity		679,240		771,916
Total liabilities, mezzanine equity and shareholders’ equity		1,094,320		1,245,918

The accompanying notes are an integral part of these consolidated statements.

F-4

SAFE BULKERS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022

(In thousands of U.S. Dollars, except for share and per share data)


	Years Ended December 31,
	Notes	2020		2021		2022
REVENUES:
Revenues	12	$	206,035	$	343,475	$	364,050
Commissions		(7,877)		(14,444)		(14,332)
Net revenues		198,158		329,031		349,718
EXPENSES:
Voyage expenses		(41,582)		(9,753)		(9,969)
Vessel operating expenses	13	(70,086)		(72,049)		(80,211)
Depreciation and amortization	4,7	(54,269)		(52,364)		(49,518)
General and administrative expenses
- Management fee to related parties	3,17	(18,884)		(19,221)		(17,723)
- Company administration expenses	17	(2,618)		(3,277)		(4,079)
Early redelivery income, net	20	—		7,470		—
Other operating expense		(241)		—		(3,570)
Gain on sale of assets	19	—		11,579		—

Operating income		10,478		191,416		184,648
OTHER (EXPENSE)/INCOME:
Interest expense	8	(21,233)		(14,719)		(17,138)
Other finance cost		(641)		(798)		(1,353)
Interest income		604		69		783
(Loss)/gain on derivatives	14	(1,303)		2,188		8,723
Foreign currency gain/(loss)		916		(910)		(1,101)
Amortization and write-off of deferred finance charges		(1,726)		(2,898)		(2,008)
Net (loss)/income		(12,905)		174,348		172,554
Less preferred dividend attributable to preferred shareholders		11,500		11,064		8,978
Less/(plus) mezzanine equity measurement		908		(271)		—
Net (loss)/income available to common shareholders		$	(25,313)	$	163,555	$	163,576
(Loss)/earnings per share in U.S. Dollars, basic and diluted	22	$	(0.25)	$	1.44	$	1.36
Weighted average number of shares, basic and diluted		102,617,944		113,716,354		120,653,507

The accompanying notes are an integral part of these consolidated statements.

F-5

SAFE BULKERS, INC. CONSOLIDATED STATEMENTS

OF SHAREHOLDERS’ EQUITY FOR THE YEARS

ENDED DECEMBER 31, 2020, 2021 AND 2022

(In thousands of U.S. Dollars)


	Common Stock		Treasury Stock		Preferred Stock		Additional Paid in Capital		Retained Earnings		Total
Balance as of January 1, 2020	$	104	$	—	$	55	$	356,963	$	115,620	$	472,742
Net loss	—		—		—		—		(12,905)		(12,905)
Issuance of common stock	3		—		—		3,297		—		3,300
Repurchase and cancellation of preferred treasury stock	—		—		—		(89)		—		(89)
Repurchase and cancellation of common stock	(5)		—		—		(6,007)		—		(6,012)

Share based compensation	—		—		—		120		—		120
Mezzanine equity measurement	—		—		—		—		(908)		(908)
Preferred share dividends declared	—		—		—		—		(11,501)		(11,501)
Balance at December 31, 2020	$	102	$	—	$	55	$	354,284	$	90,306	$	444,747
Net income	—		—		—		—		174,348		174,348
Issuance of common stock	20		—		—		71,517		—		71,537
Offering expenses of "at-the-market" common stock equity offering	—		—		—		(719)		—		(719)

Share based compensation	—		—		—		120		—		120
Mezzanine equity measurement	—		—		—		—		271		271
Preferred share dividends declared	—		—		—		—		(11,064)		(11,064)
Balance at December 31, 2021	$	122	$	—	$	55	$	425,202	$	253,861	$	679,240
Net income	—		—		—		—		172,554		172,554
Redemption of preferred stock	—		—		(15)		(37,299)		—		(37,314)
Repurchase and cancellation of common stock	(3)		—		—		(9,048)		—		(9,051)
Preferred stock redemption expenses	—		—		—		(7)		—		(7)
Share based compensation	—		—		—		120		—		120
Common share dividends declared	—		—		—		—		(24,142)		(24,142)
Preferred share dividends declared	—		—		—		—		(9,484)		(9,484)
Balance at December 31, 2022	$	119	$	—	$	40	$	378,968	$	392,789	$	771,916

The accompanying notes are an integral part of these consolidated statements.

F-6

SAFE BULKERS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2020, 2021 AND 2022

(In thousands of U.S. Dollars)


	December 31,
	2020		2021		2022
Cash Flows from Operating Activities:
Net (loss)/income	(12,905)		174,348		172,554
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization	54,269		52,364		49,518



Gain on sale of assets	—		(11,579)		—
Unrealized loss on inventory valuation	241		—		3,570
Amortization and write-off of deferred finance charges	1,726		2,898		2,008
Unrealized loss/(gain) on derivatives	1,704		(8,438)		4,666
Unrealized foreign exchange (gain)/loss	(254)		794		(5,316)
Share based compensation	120		120		120
Change in:
Accounts receivable	10,475		(3,198)		1,607
Due from Manager	510		48		(22)
Inventories	(3,531)		3,902		(13,176)
Accrued revenue	(19)		(315)		60
Prepaid expenses and other current assets	436		351		(2,280)
Due to Manager	(9)		51		7
Trade accounts payable	2,455		(3,988)		505
Accrued liabilities	1,049		(829)		4,669
Non current assets & Other liabilities	1,038		1,435		1,709

Unearned revenue	6,071		9,244		(2,153)
Net Cash Provided by Operating Activities	63,376		217,208		218,046
Cash Flows from Investing Activities:
Vessel advances	(50,444)		(109,230)		(183,276)
Proceeds from sale of assets	—		107,084		16,930
Increase in bank time deposits	(93,793)		(2,310)		(79,817)
Maturity of bank time deposits	109,453		13,010		16,759
Net Cash (Used in)/Provided by Investing Activities	(34,784)		8,554		(229,404)
Cash Flows from Financing Activities:
Proceeds from long-term debt	92,400		178,800		259,575
Principal payments of long-term debt	(81,995)		(434,746)		(191,302)
Dividends paid	(11,497)		(11,198)		(33,626)
Payment of deferred financing costs	(1,762)		(2,425)		(6,405)
Finance lease payments	—		(9,786)		(21,971)
Payment of common stock offering expenses	(338)		(381)		—
Payment of preferred stock redemption expenses	—		—		(7)
Repurchase of common stock	(6,012)		—		(9,051)
Repurchase of preferred stock	(89)		—		—
Redemption of preferred stock	—		(17,707)		(37,314)
Proceeds on issuance of common stock	—		71,537		—
Net Cash Used in Financing Activities	(9,293)		(225,906)		(40,101)
Net increase/(decrease) in cash, cash equivalents and restricted cash	19,299		(144)		(51,459)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	254		(794)		(709)
Cash, cash equivalents and restricted cash at beginning of year	$	92,639	$	112,192	$	111,254
Cash, cash equivalents and restricted cash at end of year	112,192		111,254		59,086
Supplemental cash flow information:
Cash paid for interest (excluding capitalized interest):	20,943		13,693		13,670
Non Cash Investing and Financing Activities:
Unpaid financing fees	111		1,303		180

F-7


Part payment of vessel advances through issuance of common stock and preferred stock	3,300		—		—
Unpaid dividend on preferred stock	134		—		—
Unpaid common stock offering expenses	56		—		—
Unpaid capital expenditure	964		1,482		3,704
Right of use asset recognized	—		32,107		—
Unpaid Lease liability on initial recognition	—		22,757		—
Reconciliation of Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents	90,038		101,004		49,186
Restricted cash – Current assets	3,400		—		1,000
Restricted cash – Non current assets	18,754		10,250		8,900
Cash, cash equivalents and restricted cash shown in the statement of cash flows	$	112,192	$	111,254	$	59,086

The accompanying notes are an integral part of these consolidated statements.

F-8

SAFE BULKERS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars—except for share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information

Safe Bulkers, Inc. (“Safe Bulkers”) was formed on December 11, 2007, under the laws of the Republic of the Marshall Islands. Safe Bulkers’ common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “SB.”

Polys Hajioannou, by virtue of shares owned indirectly through various private entities, owns or controls 40.70% of our outstanding common stock and is the largest shareholder of Safe Bulkers and as a result has significant influence on the outcome of matters on which shareholders are entitled to vote, including the election of the entire board of directors and other significant corporate actions.

Since Safe Bulkers’ initial public offering in 2008, Safe Bulkers has successfully completed five additional public common stock offerings, three preferred stock offerings, an unsecured bond issuance and an ongoing “at-the-market” common stock equity offering program (the “ATM Program”).

As of December 31, 2022, Safe Bulkers held 64 wholly owned companies (which are referred to herein as “Subsidiaries”) which together owned and operated a fleet of 44 drybulk vessels and were scheduled to acquire nine additional newbuild vessels (the “Newbuilds”).

Safe Bulkers and its Subsidiaries are collectively referred to in the notes to the consolidated financial statements as the “Company.”

The Company’s principal business is the ownership and operation of drybulk vessels. The Company’s vessels operate worldwide, carrying drybulk cargo for the world’s largest consumers of marine drybulk transportation services. Safety Management Overseas S.A., a company incorporated under the laws of the Republic of Panama (“Safety Management”), Safe Bulkers Management Limited, a company incorporated under the laws of the Republic of Cyprus (“Safe Bulkers Management,”) and, together with Safety Management the “Original Managers”, and Safe Bulkers Management Monaco Inc., a company incorporated under the laws of the Republic of the Marshall Islands (“Safe Bulkers Management Monaco,” or "New Manager") and, together with the Original Managers the “Managers,” and either of them “the Manager”, related parties all controlled by Polys Hajioannou, provide technical, commercial and administrative management services to the Company.

The accompanying consolidated financial statements include the operations, assets and liabilities of the Company, and of its Subsidiaries listed below.

Subsidiary

Vessel Name

Type

Built

Kerasies Shipping Corporation (“Kerasies”)(1)

Katerina

Panamax

May 2004

Marathassa Shipping Corporation (“Marathassa”)(1)

Maritsa

Panamax

January 2005

Napalem Shipping Corporation (“Napalem”)(2)(13)(19)

Paraskevi 2

Panamax

April 2011

Maxeikositessera Shipping Corporation (“Maxeikositessera”)(2)

Efrossini

Panamax

February 2012

Glovertwo Shipping Corporation (“Glovertwo”)(2)

Zoe

Panamax

July 2013

Stalem Shipping Corporation (“Stalem”)(2)(14)(19)

Koulitsa 2

Panamax

February 2013

Shikokutessera Shipping Inc. (“Shikokutessera”)(2)

Kypros Land

Panamax

January 2014

Shikokupente Shipping Inc. (“Shikokupente”)(2)

Kypros Sea

Panamax

March 2014

Gloverfour Shipping Corporation (“Gloverfour”)(2)

Kypros Bravery

Panamax

January 2015

Shikokuokto Shipping Corporation (“Shikokuokto”)(2)

Kypros Sky

Panamax

March 2015

F-9

Subsidiary

Vessel Name

Type

Built

Gloverfive Shipping Corporation (“Gloverfive”)(2)

Kypros Loyalty

Panamax

June 2015

Gloversix Shipping Corporation (“Gloversix”)(2)

Kypros Spirit

Panamax

July 2016

Pemer Shipping Ltd. (“Pemer”)(1)

Pedhoulas Merchant

Kamsarmax

March 2006

Petra Shipping Ltd. (“Petra”)(1)(17)

Pedhoulas Trader

Kamsarmax

May 2006

Pelea Shipping Ltd. (“Pelea”)(1)

Pedhoulas Leader

Kamsarmax

March 2007

Vassone Shipping Corporation (“Vassone”)(2)

Pedhoulas Commander

Kamsarmax

May 2008

Youngone Shipping Corporation (“Youngone”)(2)

Pedhoulas Cherry

Kamsarmax

July 2015

Youngtwo Shipping Corporation (“Youngtwo”)(2)

Pedhoulas Rose

Kamsarmax

January 2017

Pinewood Shipping Corporation (“Pinewood”)(2)(5)

Pedhoulas Cedrus

Kamsarmax

June 2018

Agros Shipping Corporation (“Agros”) (2)(20)

Vassos

Kamsarmax

May 2022

Marinouki Shipping Corporation (“Marinouki”)(1)

Marina

Post-Panamax

January 2006

Soffive Shipping Corporation (“Soffive”)(1)

Sophia

Post-Panamax

June 2007

Vasstwo Shipping Corporation (“Vasstwo”)(1)

Xenia

Post-Panamax

August 2006

Eniaprohi Shipping Corporation (“Eniaprohi”)(1)

Eleni

Post-Panamax

November 2008

Eniadefhi Shipping Corporation (“Eniadefhi”)(1)

Martine

Post-Panamax

February 2009

Maxdodeka Shipping Corporation (“Maxdodeka”)(1)

Andreas K

Post-Panamax

September 2009

Pentakomo Shipping Corporation (“Pentakomo”)(2)

Agios Spyridonas

Post-Panamax

January 2010

Maxdekatria Shipping Corporation (“Maxdekatria”)(1)

Panayiota K

Post-Panamax

April 2010

Maxdeka Shipping Corporation (“Maxdeka”)(2)

Venus Heritage

Post-Panamax

December 2010

Shikoku Friendship Shipping Company (“Shikoku”)(2)

Venus History

Post-Panamax

September 2011

Maxenteka Shipping Corporation (“Maxenteka”)(2)

Venus Horizon

Post-Panamax

February 2012

Vaslem Shipping Corporation (“Vaslem”)(2)(15)(19)

Venus Harmony

Post-Panamax

November 2013

Shikokuepta Shipping Inc. (“Shikokuepta”)(2)

Troodos Sun

Post-Panamax

January 2016

Kastrolem Shipping Corporation (“Kastrolem”)(2)(18)(19)

Troodos Air

Post-Panamax

March 2016

Monagrouli Shipping Corporation (“Monagrouli”)(2)

Troodos Oak

Post-Panamax

April 2020

Lofou Shipping Corporation (“Lofou”)(2)(21)

Climate Respect

Post-Panamax

July 2022

Gloverthree Shipping Corporation (“Gloverthree”)(2)(23)

Climate Ethics

Post-Panamax

January 2023

Maxpente Shipping Corporation (“Maxpente”)(1)

Kanaris

Capesize

March 2010

Eptaprohi Shipping Corporation (“Eptaprohi”)(1)

Pelopidas

Capesize

November 2011

Maxtessera Shipping Corporation (“Maxtessera”)(2)

Lake Despina

Capesize

January 2014

Shikokuennia Shipping Corporation (“Shikokuennia”)(2)

Mount Troodos

Capesize

November 2009

Metamou Shipping Corporation (“Metamou”)(2)(16)

Stelios Y

Capesize

March 2012

Armonikos Shipping Corporation (“Armonikos”)(2)(15)

Michalis H

Capesize

March 2012

Kyotofriendo One Shipping Corporation (“Kyotofriendo One”)(2)(13)

Aghia Sofia

Capesize

March 2012

Staloudi Shipping Corporation (“Staloudi”)(1)(22)

Maria

Capesize

January 2014

Gloverseven Shipping Corporation (“Gloverseven”)(2)(4)

TBN - H 11043

Post-Panamax

Q2 2023

Shimafive Shipping Corporation (“Shimafive”)(2)(4)

TBN - H 11064

Kamsarmax

Q4 2023

Shimasix Shipping Corporation (“Shimasix”)(2)(4)

TBN - H 11065

Kamsarmax

Q1 2024

Shimaseven Shipping Corporation (“Shimaseven”)(2)(4)

TBN - H 11067

Kamsarmax

Q1 2024

Shimaeight Shipping Corporation (“Shimaeight”)(2)(4)

TBN - H 11081

Kamsarmax

Q4 2023

Yasudyo Shipping Corporation (“Yasudyo”)(2)(4)

TBN - H 1392

Kamsarmax

Q4 2023

Agonistis Shipping Corporation (“Agonistis”)(2)(4)

TBN - H 1139

Kamsarmax

Q1 2025

Georgos Shipping Corporation (“Georgos”)(2)(4)

TBN - H 1138

Kamsarmax

Q3 2024

Safe Bulkers Participations Plc. ("Safe Bulkers Participations")(3)

—

F-10

Shikokuexi Shipping Inc. (“Shikokuexi”)(2)(18)

—

Kyotofriendo Two Shipping Corporation (“Kyotofriendo Two”)(2)(14)

—

Maxeikosipente Shipping Corporation

(“Maxeikosipente”)(1)

—

Maxeikosiepta Shipping Corporation (“Maxeikosiepta”)(1)(6)

—

Marindou Shipping Corporation (“Marindou”)(1)(10)

—

Maxeikosiexi Shipping Corporation (“Maxeikosiexi”)(1)(11)

—

Avstes Shipping Corporation (“Avstes”)(1)(7)

—

Maxeikosi Shipping Corporation (“Maxeikosi”)(1)(8)

—

Maxeikositria Shipping Corporation (“Maxeikositria”)(1)(12)

—

Maxeikosiena Shipping Corporation (“Maxeikosiena”)(1)(9)

—

(1)Incorporated under the laws of the Republic of Liberia.

(2)Incorporated under the laws of the Republic of the Marshall Islands.

(3)Safe Bulkers Participations is a wholly owned subsidiary of Safe Bulkers, incorporated under the laws of the Republic of Cyprus and is the holding company of four wholly owned subsidiaries: Vaslem, Napalem, Stalem and Kastrolem. Safe Bulkers Participations has issued and listed an unsecured bond of euro 100 million to the Athens Stock Exchange. See Note 8.

(4)Estimated completion date for newbuild vessels as of December 31, 2022.

(5)In July 2016, the Shipsales Contract relating to Hull No. 1552, initially contracted by Kyotofriendo Two, was novated to Pinewood. Under an agreement with an unaffiliated third party, upon delivery of the vessel, named Pedhoulas Cedrus, to Pinewood in June 2018, 100 shares of Series A Preferred Stock of Pinewood were issued to the unaffiliated third party for proceeds in the equivalent of $16,875 at the time of issuance, which were used to finance part of the cost of such vessel. All Series A Preferred Stock were redeemed by Pinewood in February 2021.

(6)The Company owned the Panamax class vessel Paraskevi, built 2003, which was sold in January 2021 and delivered to her new owners in April 2021.

(7)The Company owned the Panamax class vessel Vassos, built 2004, which was sold in January 2021 and delivered to her new owners in May 2021.

(8)The Company owned the Kamsarmax class vessel Pedhoulas Builder, built 2012, which was sold in May 2021 and delivered to her new owners in June 2021.

(9)The Company owned the Kamsarmax class vessel Pedhoulas Farmer, built 2012, which was sold in May 2021 and delivered to her new owners in September 2021.

(10)The Company owned the Panamax class vessel Maria, built 2003, which was sold in May 2021 and delivered to her new owners in September 2021.

(11)The Company owned the Panamax class vessel Koulitsa, built 2003, which was sold in June 2021 and delivered to her new owners in November 2021.

(12)The Company owned the Kamsarmax class vessel Pedhoulas Fighter, built 2012, which was sold in September 2021 and delivered to her new owners in November 2021.

(13)Kyotofriendo One owned the Panamax class vessel Paraskevi 2, built 2011, which was sold in January 2022 and delivered in May 2022 to Napalem. Kyotofriendo One acquired the vessel Aghia Sofia in August 2022.

(14)Kyotofriendo Two owned the Panamax class vessel Koulitsa 2, built 2013, which was sold in January 2022 and delivered in April 2022 to Stalem.

(15)Armonikos owned the Post-Panamax class vessel Venus Harmony, built 2013, which was sold in January 2022 and delivered in April 2022 to Vaslem. Armonikos acquired the vessel Michalis H in May 2022.

(16)In July 2021, the Company entered into an agreement for the period bareboat charter of a 2012-built Japanese Capesize class vessel named Stelios Y, which is accounted for as a finance lease. The vessel was delivered to the Company in November 2021. Refer to Note 7.

(17)The Company sold the vessel in January 2023. See subsequent events Note 23.

(18)Shikokuexi owned the Post-Panamax class vessel Troodos Air, built 2016, which was sold in January 2022 and delivered in April 2022 to Kastrolem.

(19)Wholly owned subsidiary of Safe Bulkers Participations.

(20)The Company acquired the vessel Vassos in May 2022.

(21)The Company acquired the vessel Climate Respect in July 2022.

(22)The Company acquired the vessel Maria in February 2022.

(23)The Company acquired the vessel Climate Ethics in January 2023. See subsequent events Note 23.

For the years ended December 31, 2020, 2021 and 2022 the following charterers individually accounted for more than 10% of the Company’s revenues as follows:


	December 31,
	2020		2021		2022
Viterra B.V. (ex-Glencore Agriculture B.V.)	15.01	%	16.08	%	15.81	%
Cargill International S.A.	11.13	%	14.62	%	17.71	%

Coronavirus Outbreak: On March 11, 2020, the World Health Organization declared the 2019 Novel Coronavirus (the “Covid-19”) outbreak a pandemic. In response to the outbreak, many countries, ports and organizations, including those where we conduct a large part of our operations, have implemented measures to combat the outbreak, such as quarantines and travel restrictions, which may continue to cause trade disruptions and volatility in the commodity markets. Although to date there has not been any significant effect on our operating activities due to Covid-19 other than the decrease in market rates in 2020, which have recovered in 2021 and increased crew cost, the extent to which a new wave of the Covid-19 will impact the Company’s results of operations and financial condition will depend on future developments, which are uncertain and cannot be predicted. Accordingly, an estimate of the future impact cannot be made at this time.

F-11

2. Significant Accounting Policies

Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all accounts of the Company. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates: The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates may include recoverability of long -lived assets, the valuation of amounts due from charterers, residual value of vessels and the useful life of vessels. Actual results may differ from these estimates.

Other Comprehensive Income/(Loss): The Company follows the accounting guidance relating to Statement of Comprehensive Income, which requires separate presentation of certain transactions that are recorded directly as components of shareholders’ equity. The Company has no other comprehensive income/(loss) and accordingly comprehensive income/(loss) equals net income/(loss) for the periods presented.

Foreign Currency Translation: The reporting and functional currency of the Company is the U.S. dollar (“USD”). Transactions incurred in other currencies are translated into USD using the exchange rates in effect at the time of the transaction. On the balance sheet date, monetary assets and liabilities that are denominated in other currencies are translated into USD to reflect the end-of-period exchange rates. Resulting gains or losses from foreign currency transactions are recorded within foreign currency gain/(loss) in the accompanying consolidated statements of operations in the period in which they arise.

Cash and Cash Equivalents: Cash and cash equivalents consist of current, call, time deposits and certificates of deposit with original maturities of three months or less and which are not restricted for use or withdrawal.

Time Deposits: Time deposits are held with banks with original maturities longer than three months. In the event remaining maturities are shorter than 12 months, such deposits are classified as current assets; if original maturities are longer than 12 months, such deposits are classified as non-current assets.

Restricted Cash: Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company. In the event that the obligation relating to such deposits is expected to be terminated within the next 12 months, these deposits are classified as current assets; otherwise they are classified as non-current assets.

Accounts Receivable: Accounts receivable reflect trade receivables from time or voyage charters and other receivables from operational activities, net of an allowance for doubtful accounts. On each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No allowance for doubtful accounts was recorded for any of the periods presented.

Inventories: Inventories consist of bunkers and lubricants owned by the Company remaining on board the vessels at the end of each reporting period, which are stated at the lower of cost and net realizable value. Cost is determined using the first-in, first-out method. Inventories consist of $3,863 and $11,649 of bunkers and of $4,790 and $5,674 of lubricants as of December 31, 2021 and 2022, respectively.

Vessels, Net: Vessels are stated at their cost, which consists of the contracted purchase price and any direct material expenses incurred upon acquisition (including improvements, on-site supervision expenses and financing costs incurred during the construction period for vessels under construction, commissions paid, delivery expenses and other expenditures to prepare the vessel for her initial voyage), less accumulated depreciation and impairment, if any. Certain subsequent expenditures for conversions, major improvements and regulatory requirements are also capitalized if it is determined that they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.

Vessels’ Depreciation: Depreciation is computed using the straight-line method over the estimated useful life of the vessels, after considering the estimated residual value. The Company estimates the useful life of its vessels to be 25 years from the date of initial delivery from the shipyard. Second-hand vessels are depreciated from the date they become available for use through their remaining estimated useful life. Effective January 1, 2022, we changed the estimate of vessels' residual value, from a scrap rate of $182 per light weight ton to $375 per light weight ton. The Net Income for the year ended December 31,

F-12

2022 would have been $163,910 if there was no change in the estimated scrap value, representing a $8,644 reduction to the net income, and the basic and diluted net earnings per share for the year ended December 31, 2022, would have been $1.28 per share and $1.28 per share, respectively, if there was no change in the estimated scrap value, representing a $0.08 and $0.08 reduction to the basic and diluted net earnings per share, respectively.

Accounting for Special Survey and Drydocking Costs: Special survey and drydocking costs are expensed in the period incurred and are included in vessel operating expenses in the accompanying consolidated statements of operations.

Repairs and Maintenance: Repair and maintenance expenses, including overhauling and underwater inspection expenses, are expensed when incurred and are included in vessel operating expenses in the accompanying consolidated statements of operations.

Impairment of Vessels: The Company follows the Accounting Standards Codification (“ASC”) Subtopic 360-10, “Property, Plant and Equipment” (“ASC 360-10”), which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived vessels. Various factors including anticipated future charter rates, estimated scrap values, future drydocking costs and estimated voyage and vessel operating costs are included in this analysis. If the carrying value of the related vessel exceeds the undiscounted cash flows, the carrying value is reduced to its estimated fair value and the difference is recorded as an impairment loss in the consolidated statements of operations.

Assets Held for Sale: The Company may dispose of certain of its vessels when suitable opportunities occur, including prior to the end of their useful lives. The Company classifies assets as being held for sale when the following criteria are met: (i) management is committed to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; (v) the asset is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Long-lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less the cost to sell the asset. These assets are no longer depreciated once they meet the criteria of being held for sale.

Right-of-Use Asset - Finance Leases: The Company assesses whether a contract is, or contains, a lease, at inception of the contract. A right-of-use asset and a corresponding lease liability is recognized with respect to all lease arrangements in which the Company is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less). For these leases, the lease payments are recognized as an operating expense on a straight-line basis over the term of the lease. The Company does not have any significant operating leases.

A lease is classified as a finance lease when the lease meets any of the following criteria at lease commencement a)the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, b) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise c) the lease term is for the major part of the remaining economic life of the underlying asset, d) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset or e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. When none of these criteria are met, the lease is classified as an operating lease.

Finance leases are accounted for as the acquisition of a finance right-of-use asset and the incurrence of an obligation by the lessee. At the commencement date of the finance lease, a lessee initially measures the lease liability at the present value, using the discount rate determined on the commencement of the lease payments to be made over the lease term. Subsequently, the lease liability is increased by the interest on the lease liability and decreased by the lease payments during the period. The interest on the lease liability is determined in each period during the lease term as the amount that produces a constant periodic discount rate on the remaining balance of the liability, taking into consideration the reassessment requirements.

A lessee initially measures the finance right-of-use asset at cost which consists of: the amount of the initial measurement of the lease liability; any lease payments made to the lessor at or before the commencement date, less any lease incentives received; and any initial direct costs incurred by the lessee. Subsequently, the finance right-of-use asset is measured at cost less any accumulated amortization and any accumulated impairment losses, taking into consideration the reassessment requirements. The finance right-of-use asset is amortized on a straight-line basis from the commencement date to the end of the useful life of

F-13

the finance right-of-use asset where the lease transfers ownership of the underlying asset to the lessee or the lessee is reasonably certain to exercise an option to purchase the underlying asset.

Deferred Financing Costs: Financing fees incurred for obtaining new loans and credit facilities are deferred and amortized over the term of the respective loan or credit facility using the effective interest rate method. The unamortized deferred financing costs are presented as a direct deduction from the carrying amount of the related loan and credit facility in the consolidated balance sheet. Deferred financing costs relating to undrawn facilities are presented under non-current assets in the consolidated balance sheet. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period in which the repayment or refinancing is made, subject to the guidance regarding Debt Extinguishment. Any unamortized balance of costs related to credit facilities repaid and terminated is expensed in the same period. Any unamortized balance of costs relating to the credit facilities refinanced is deferred and amortized over the term of the respective refinanced credit facility in the period in which the refinancing occurs, subject to the provisions of the accounting guidance relating to changes in Line-of-Credit or Revolving-Debt Arrangements.

Derivative Instruments: The Company may enter into foreign exchange forward contracts, interest rate derivatives, bunker fuel price derivatives and forward freight contracts to create economic hedges for its exposure to foreign currency movement, interest rates of its loan obligations, bunker fuel consumed by its vessels and freight rates relating to the fluctuation of the vessel charter markets and on certain other obligations. When such derivatives do not qualify for hedge accounting the Company records these financial instruments in the consolidated balance sheet at their fair value as either a derivative asset or a liability, and recognizes the fair value changes thereto in the consolidated statements of operations. When the derivatives do qualify for hedge accounting, depending upon the nature of the hedge, changes in fair value of the derivatives are either offset against the fair value of assets, liabilities or firm commitments through income, or recognized in other comprehensive income/(loss) (effective portion) until the hedged item is recognized in the consolidated statements of operations. For the years ended December 31, 2020, December 31, 2021 and December 31, 2022, no derivatives were accounted for as accounting hedges.

Financial Instruments:

(a) Interest rate risk: The Company’s interest rates and long-term loan repayment terms are described in Note 8. The Company manages its interest rate risk by entering into interest rate derivative instruments which are described in Note 14.

(b) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of trade accounts receivable, cash and cash equivalents, time deposits and derivative instruments. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its trade accounts receivable as charter hire is usually collected in advance. The Company places its cash and cash equivalents, time deposits and other investments with high credit quality financial institutions. The Company performs periodic evaluations of the relative credit standing of financial institutions it transacts with. The Company may be exposed to credit risk in the event of non-performance by its counterparties to derivative instruments; however, the Company limits its exposure by transacting with counterparties with high credit ratings.

(c) Fair value measurement: In accordance with the requirements of accounting guidance relating to Fair Value Measurement, the Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Treasury stock: The Company records the repurchase of its shares at cost based on the settlement dates of repurchase transactions. These shares are classified as treasury stock, as a reduction to shareholders’ equity. Treasury shares are included in authorized and issued shares but excluded from outstanding shares.

Accounting for Revenues and Related Expenses: The Company generates its revenues from charterers for the charter hire of its vessels. Vessels are chartered under time charter or infrequently under voyage contracts.

A time charter is a contract for the use of a vessel for a specific period of time and a specified daily fixed charter hire rate, or a rate linked to either the Baltic Exchange Panamax Index (“BPI”) or to the Baltic Exchange Capesize Index (“BCI”). The charter hire is generally payable in advance. The Company’s time charter agreements are classified as operating leases pursuant

F-14

to ASC 842 - Leases ("ASC 842"), because (i) the vessel is an identifiable asset, (ii) the Company does not have substantive substitution rights and (iii) the charterer has the right to control the use of the vessel, during the term of the contract, and derives the economic benefits from such use. Time charter revenue is recognized when a charter agreement exists, the vessel is made available to the charterer and collection of the related revenue is reasonably assured. Time charter revenues are recognized as earned on a straight-line basis over the term of the charter as service is provided. Revenues from time charter may also include ballast bonus, which is an amount paid by the charterer for repositioning the vessel at the charterer’s disposal (delivery point), which is recognized as revenue over the term of the charter, and other miscellaneous revenues from vessel operations. Time charter hire is typically payable 15 or 30 days in advance as determined in the charter party agreement. On implementation of ASC 842 on January 1, 2019, the Company elected to apply a package of practical expedients under ASC 842, which allowed the Company not to reassess (i) whether any existing contracts, on the date of adoption, contained a lease, (ii) lease classification of existing leases classified as operating leases in accordance with ASC 840 and (iii) initial direct costs for any existing leases. ASC 842 also provides a practical expedient to lessors by class of underlying asset, to not separate non-lease components from the associated lease component when the following criteria are met: (i) the timing and pattern of transfer for the lease component is the same as those for the non-lease component associated with that lease component and (ii) the lease component, if accounted for separately, would be classified as an operating lease. The Company, making use of this practical expedient for lessors, has elected not to separate the lease and non-lease components included in the time charter revenue but rather to recognize operating lease revenue as a combined single lease component for all time charter contracts as the related lease component, the hire of a vessel, and non-lease component, the fees for operating and maintaining the vessel, have the same timing and pattern of transfer (both the lease and non-lease components are earned by passage of time) and the predominant component is the lease.

Expenses relating to the Company’s time charters are vessel operating expenses and certain voyage expenses, which are paid by the Company and recognized as incurred. Vessel operating expenses that are paid by the Company include costs for crewing, insurance, lubricants, spare parts, provisions, stores, repairs, maintenance, statutory and classification expense, drydocking, intermediate and special surveys and other minor miscellaneous expenses. Voyage expenses which are also recognized as incurred by the Company include costs for draft surveys, hold cleaning, postage, extra war risk insurance and other minor miscellaneous expenses related to the voyage. Voyage expenses relating to bunkers consumption during the ballast period are considered contract fulfillment costs and are capitalized and amortized over the term of the charter when they meet the following criteria according to ASC 340-40-25-5: (i) the costs relate directly to a contract or to an anticipated contract that the entity can specifically identify, (ii) the costs generate or enhance resources of the entity that will be used in satisfying, or in continuing to satisfy, performance obligations in the future and (iii) the costs are expected to be recovered. Under a time charter, the charterer is responsible for paying the cost of bunkers and other voyage expenses (e.g., port expenses, agents’ fees, canal dues, extra war risks insurance and any other expenses related to the cargo). Certain voyage expenses paid by the Company such as extra war risk insurance may be recovered from the charterer; such amounts recovered are recorded as Other Income within Revenues.

Vessels are also chartered under voyage charters, where a contract is made for the use of a vessel under which the Company is paid freight on the basis of moving cargo from a loading port to a discharge port. The Company accounts for a voyage charter when all the following criteria are met: (i) the parties to the contract have approved the contract in the form of a written charter agreement or fixture recap and are committed to perform their respective obligations, (ii) the Company can identify each party’s rights regarding the services to be transferred, (iii) the Company can identify the payment terms for the services to be transferred, (iv) the charter agreement has commercial substance (that is, the risk, timing, or amount of the future cash flows is expected to change as a result of the contract) and (v) it is probable that the Company will collect substantially all of the consideration to which it will be entitled in exchange for the services that will be transferred to the charterer. The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company as the ship-owner retains the control over the operations of the vessel such as directing the routes taken or the vessel speed. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charters consist of a single performance obligation which is met evenly as the voyage progresses and hence, the voyage revenues are recognized on a straight -line basis over the duration of the voyage from commencement of the loading to completion of discharge. Probable losses on voyages are provided for in full at the time such losses can be estimated. Related expenses are operating expenses, bunkers and voyage expenses and are all paid for by the Company. Costs incurred prior to loading which are directly related to the voyage, primarily bunkers, may be deferred, as they represent setup costs, if they meet certain conditions, and are amortized on a straight-line basis as the related performance obligations are satisfied over the duration of the voyage from load port to discharge port. Such deferred costs are presented in prepaid expenses and other current assets on the Consolidated Balance Sheets. Costs incurred during the voyage are expensed as incurred.

Voyage hire is typically paid partially upon initiation of the voyage and partially upon completion of the performance obligation. During the years ended December 31, 2020, December 31, 2021 and December 31, 2022, there have been two instances in 2020, three instances in 2021 and no instances in 2022, where a vessel was employed under a voyage charter. One

F-15

of the voyage charters that begun during the year ended December 31, 2020 ended in the same period, while the remaining voyage charter ended after December 31, 2020. All voyages charters during the year ended December 31, 2021, began and ended in the same period.

Unearned revenue includes: (i) cash received prior to the balance sheet date relating to services to be rendered after the balance sheet date and (ii) deferred revenue resulting from straight-line revenue recognition in respect of charter agreements that provide for varying charter rates. Accrued revenue results from straight-line revenue recognition in respect of charter agreements that provide for varying charter rates.

Commissions (address and brokerage), regardless of charter type, are always paid by the Company, are deferred and amortized over the related charter period and are presented as a separate line item in revenues to arrive at net revenues in the accompanying consolidated statements of operations.

Taxes: Entities within the group that are incorporated under the laws of either the Republic of Liberia or the Republic of the Marshall Islands or the Republic of Cyprus are not subject to Liberian or Marshall Islands or Cyprus income taxes. However, each vessel-owning Subsidiary is subject to registration and tonnage taxes under the laws of the Republic of Cyprus or the Republic of the Marshall Islands depending on where each Company’s vessel is registered. As of January 1, 2013, each vessel managed in Greece is subject to tonnage tax, under the laws of the Republic of Greece. These registration and tonnage taxes are recorded within Vessel operating expenses in the accompanying consolidated statements of operations and none are considered income taxes.

For our 2021 and 2022 taxable years, we believe we were exempt from U.S federal tax on our U.S. source gross shipping income.

Dividends: Dividends are recorded in the period in which they are declared by the Company’s board of directors.

Earnings/(Loss) Per Share: The computation of basic earnings/(loss) per share is based on the weighted average number of common stock outstanding during the year and includes the shares issuable to the audit committee chairman and the independent directors at the end of each year for services rendered. The computation of basic earnings/(loss) per share is calculated after deducting the preferred stock dividends paid and accrued (including any deemed dividend) from net income/(loss) divided by the weighted average number of shares.

Segment Reporting: The Company reports financial information and evaluates its operations by total charter revenue and not by the type of vessel or vessel employment for its customers. The Company’s vessels have similar operating and economic characteristics. As a result, the board of directors of the Company, the chief operating decision makers, review operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates under one reportable segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

Recent Accounting Pronouncements:

Reference Rate Reform: In March 2020, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01 (Topic 848), which amends and clarifies the existing accounting standard issued in March 2020 ASU 2020-04 for Reference Rate Reform. Reference rates such as LIBOR, are widely used in a broad range of financial instruments and other agreements. The ASU permits entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, for computing variation margin settlements, and for calculating price alignment interest in connection with reference rate reform activities under way in global financial markets (the “discounting transition”). The ASU 2020-04 is effective for adoption at any time between March 12, 2020 and December 31, 2022, for all entities and the ASU 2021-01 is effective for all entities as of January 7, 2021 through December 31, 2022. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. Because the current relief in Topic 848 may not cover a period of time during which a significant number of modifications may take place, the FASB issued ASU No. 2022-06 (Topic 848) to defer the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the

F-16

relief in Topic 848. The Company adopted the ASC 848 for its reporting period commencing January 1, 2022, and there was no effect of this standard on its consolidated financial position, results of operations, and cash flows.

3. Transactions with Related Parties

A. The Managers

The Company enters from time to time into management agreements with the Managers for the provision of executive officers and management services to vessel-owning Subsidiaries. Pursuant to the management agreements, the vessel-owning Subsidiaries enter into separate ship management agreements with either one of the Managers under which chartering, operations, technical and accounting services are provided to the vessels. Pursuant to the management agreements, the Subsidiaries that have entered into agreements to acquire newbuild vessels are required to enter into supervision agreements with either one of the Managers. The Managers under these agreements receive fees (the “Fees”), comprised of ship management fees (the “Ship Management Fees”), supervision fees (the “Supervision Fees”) and sale and purchase commissions (the “Commissions”). The Managers are related parties that are controlled by Polys Hajioannou.

On May 29, 2018, following the expiration of the old management agreements, Safe Bulkers signed new management agreements with the Original Managers (the “Original Management Agreements”). The Original Management Agreements had an initial term of three years expiring on May 28, 2021 and could be extended for two additional terms of three years each. The fees provided by the Original Management Agreements were fixed until May 29, 2021 and could be adjusted for a subsequent term of three years each time on May 29, 2021 and May 29, 2024 upon mutual agreement with the Original Managers. On May 29, 2021, the Company and the Original Managers agreed to extend the term of the Original Management Agreements until May 29, 2024. On April 1, 2022, Safe Bulkers signed a new management agreement with the New Manager, and together with the Original Management Agreements the "Management Agreements", with the initial term expiring on May 29, 2024, which could be extended for one additional term of three years.

In accordance with the Management Agreements, the Managers receive:

•Ship Management Fees comprised of a daily ship management fee of €875 per vessel, payable monthly in arrears to the respective Manager and an annual ship management fee of €3,500,000 payable quarterly in arrears to only one of the Managers. For the three -year period from May 29, 2018 to May 28, 2021 the annual ship management fee was €3,000,000.

•Supervision Fees of $550 with respect to each newbuild for the services rendered by one of the Managers under the supervision agreement of which 50% is payable upon the signing of the relevant supervision agreement, and 50% is payable upon successful completion of the sea trials of each newbuild.

•Commissions equal to 1.00% calculated on the price set forth in the memorandum of agreement or other sale and purchase newbuild contract, or any other vessel bought or sold by the Company, payable upon final delivery of such vessel to the relevant purchaser. No commissions are charged on sale and lease back transactions.

The Ship Management Fees are recorded in Management Fees to Related Parties within General and Administrative Expenses (refer to Note 17). The Commissions on purchase of newbuilds or second-hand vessels and the Supervision Fees are recorded initially in Advances for vessels (refer to Note 5). The Commissions on sale are recorded in Gain or Loss on sale of assets, as the case may be.

Amounts due from/to the Manager under the management agreements were zero receivable and $51 payable as of December 31, 2021 and $22 receivable and $58 payable as of December 31, 2022.

The Fees charged by our Managers comprised the following:


	Year Ended December 31,
	2020		2021		2022
Ship Management Fees	$	18,884	$	19,221	$	17,723
Supervision Fees	275		550		1,100
Commissions	330		1,689		1,870

B. Credit Facility

During 2022, Eptaprohi, Soffive, Marinouki, Marathassa, Kerasies, Pemer and Lofou entered into a credit facility (refer to Note 8) with a financial institution for an amount up to $80,000 secured by the vessels owned by the respective subsidiaries. At the same time, all credit facilities with this financial institution were refinanced and cancelled, namely the revolving credit

F-17

facility of the Company signed in 2019 for an original amount of $20,000 and increased to $30,000 in 2020, the Lofou credit facility signed in 2020 for an original amount up to $20,000 and increased to $25,000 in 2022, and the Eptaprohi, Soffive, Marinouki, Marathassa, Kerasies, Pemer and Petra credit facility signed in 2021 for an original amount of up to $70,000. One of the independent members of the board of directors of the Company currently serves as the Chief Executive Officer of this financial institution. All above transactions were evaluated and approved by the board of directors of the Company excluding that independent member of the board of directors of the Company.

C. Principal Executive Office Lease

D. Bond issuance

In February 2022, Safe Bulkers Participations successfully completed a public offer in Greece of €100,000,000 of an unsecured bond (the “Bond”), that was admitted for trading on the Athens Exchange under the ticker symbol SBB1 (refer to Note 8). One of the independent members of the board of directors of the Company currently serves as the Chief Executive Officer of the financial institution that was the adviser and one of the lead underwriters in the public offer of the Bond. The transaction was evaluated and approved by the board of directors of the Company excluding that independent member of the board of directors of the Company.

F-18

4. Vessels, Net

Vessels, net are comprised of the following:


	Vessel Cost		Accumulated Depreciation		Net Book Value
Balance, January 1, 2021	$	1,357,460	$	(415,296)	$	942,164
Transfer from Advances for vessels	62,336		—		62,336
Vessel sales	(152,174)		64,207		(87,967)
Depreciation	—		(52,142)		(52,142)
December 31, 2021	$	1,267,622	$	(403,231)	$	864,391
Transfer from Advances for vessels	165,353		—		165,353
Transfer from Right-of-use asset	32,160		(1,523)		30,637
Transfer to Assets held for sale	(26,345)		15,301		(11,044)
Depreciation	—		(48,217)		(48,217)

December 31, 2022	$	1,438,790	$	(437,670)	$	1,001,120

Transfer from Advances for vessels represents advances paid for vessels under construction and vessels acquisitions which were delivered to the Company, completed vessel improvements in respect of ballast water treatment systems (“BWTS”) and sulfur oxide exhaust gas cleaning systems (“Scrubbers”), and vessel improvements in respect of second-hand vessels acquired and comprised:

•During the year ended December 31, 2021: Delivery to the Company of the vessels Paraskevi 2, Koulitsa 2 and Venus Harmony and BWTS and vessel improvements on several vessels; and

•During the year ended December 31, 2022: Delivery to the Company of the vessels Vassos, Climate Respect, Maria, Aghia Sofia and Michalis H and BWTS and Scrubbers retrofitting and vessel improvements on several vessels.

Transfer from Right-of-use asset in the amount of $30,637, represents the advance payments and the initial direct costs paid for the vessel Stelios Y and the present value of the future lease payments due under this bareboat charter amounting to $32,160 net of amortization of $1,523, were transferred to Vessel cost and Accumulated depreciation, respectively, at the end of the bareboat charter period in November 2022, whereupon ownership of the vessel passed to Metamou, refer to Note 7.

Transfer to Assets held for sale during the year ended December 31, 2022 relates to the vessel Pedhoulas Trader, refer to Note 6.

Vessel sales represents the carrying value of vessels sold during the year ended December 31, 2021 and it relates to the sale of the vessels Paraskevi, Vassos, Pedhoulas Builder, Maria, Pedhoulas Farmer, Koulitsa and Pedhoulas Fighter, which were sold during the year ended December 31, 2021 taking advantage of the significant market improvement. No vessels were sold during the year ended December 31, 2022. The sale of Pedhoulas Trader was consummated in January 2023, refer to Note 23.

Consistent with prior practices, we reviewed all our vessels for impairment and none were found to be impaired at December 31, 2021 and December 31, 2022.

As of December 31, 2022, 23 vessels owned by the Company with a carrying value of $501,547 had first priority mortgages registered as security for certain of the Company’s loans and credit facilities, while title of ownership is held by the relevant lender for another 13 vessels with a carrying value of $323,716 to secure the relevant sale and lease back financing transactions. See further Note 8.

F-19

5. Advances for Vessels

Advances for vessels are comprised of the following:


Balance, January 1, 2021	$	9,126
Additions for advances, including capitalized expenses and interest	109,694
Transferred to vessel cost (refer to Note 4)	(62,336)
Balance, December 31, 2021	56,484
Additions for advances, including capitalized expenses and interest	185,149
Transferred to vessel cost (refer to Note 4)	(165,353)
Balance, December 31, 2022	$	76,280

Advances paid for vessels represent advances paid for vessel acquisitions, vessels under construction and vessel improvements and comprise payments of installments that were due to the respective shipyard or third-party sellers, capitalized interest, certain capitalized expenses and expenditures for major improvements and regulatory compliance. During the years ended December 31, 2021 and December 31, 2022, such payments were made for the following vessels:

•During the year ended December 31, 2021: advances for Vassos, Climate Respect, Climate Ethics, Hull 11043, Hull 11064, Hull 11065, Hull 11067, Hull 11081, Hull 1392,Paraskevi 2, Koulitsa 2, and Venus Harmony and BWTS and Scrubbers retrofitting and improvements for several vessels; and

•During the year ended December 31, 2022: advances for Vassos, Climate Respect, Climate Ethics, Hull 11043, Hull 1138 and Hull 1139, Maria, Michalis H, Aghia Sofia and BWTS and Scrubbers retrofitting and improvements for several vessels.

6. Assets Held for Sale

Assets held for sale of $11,980 as of December 31, 2022, represent the carrying value of the vessel Pedhoulas Trader of $11,044 plus $936 being the value of bunkers and lubricants onboard on the same date. A Memorandum of Agreement (“MoA”) was entered into with an unrelated third party on September 21, 2022, for her sale at a price of $15,900, which was consummated in January 2023 on delivery of the vessel to her new buyers. The Company, in the context of its plan to gradually renew its fleet by selling certain of its older vessels, in September 2022, determined to dispose of this vessel and commenced seeking interested buyers. At that time, the Company concluded that the vessel met all the criteria for an asset held for sale classification, and ceased her depreciation. As of December 31, 2022, the Company has classified as liabilities directly associated with assets held for sale the amount of $16,930, representing the sale proceeds and the value of estimated bunkers and lubricants on board that had been received prior to the delivery of the vessel in January 2023.

There were no assets held for sale as of December 31, 2021.

F-20

7. Right-of-use asset/Lease Liability

In July 2021, Metamou entered into a 12 -month period bareboat charter with the third-party owners of the vessel Stelios Y. The charter included an option for Metamou to purchase the vessel at the end of the bareboat charter period, which Metamou exercised. The vessel was delivered to Metamou in November 2021. Pursuant to the charter, Metamou paid to the owners an advance of $9,000 as security for its correct fulfillment, and daily charter hire of $14,500 from lease commencement until the end of the lease period. At the end of the bareboat charter period in November 2022, Metamou paid an additional $18,000, whereupon ownership of the vessel passed to Metamou.

Right-of-use asset in the amount of $31,938 as of December 31, 2021 represents the advance payments and the initial direct costs paid for the vessel Stelios Y and the present value of the future lease payments due under this bareboat charter entered for the vessel during the year ended December 31, 2021, amounting to $32,160 net of amortization of $222. At the end of the bareboat charter period in November 2022, whereupon ownership of the vessel passed to Metamou, the Right-of-use asset in the amount of $30,637, representing the advance payments and the initial direct costs paid for the vessel Stelios Y and the present value of the future lease payments due under this bareboat charter amounting to $32,160 net of amortization of $1,523, were transferred to Vessel cost and Accumulated depreciation, respectively.

Lease liability in the amount of $21,945 as of December 31, 2021, represents the outstanding balance of the present value of the future lease payments under the bareboat charter. The Company determined that the bareboat charter did not contain an implicit borrowing rate. Therefore, the discount rate that was used for the recognition of this lease was the estimated annual incremental borrowing rate for this type of asset which was estimated at 2.69%. The lease liability expired in November 2022.

The table below presents the components of the Company’s finance lease expense for the year ended December 31, 2021 and 2022:


		December 31,
Description	Location in Statement of Operations	2021		2022
Finance lease cost:
Amortization of Right-of-use asset	Depreciation and amortization	$	222	$	1,301
Interest on Lease liability	Interest expense	73		463
Total		$	295	$	1,764

F-21

8. Long Term Debt

Long term debt is comprised of the following borrowings:


			December 31,
Borrower	Commencement	Maturity	2021	2022
Eptaprohi - Soffive - Marinouki - Marathassa - Kerasies - Pemer - Petra	June 2021	December 2022	21,375	—
Safe Bulkers	September 2021	September 2026	28,500	10,500
Safe Bulkers	December 2021	December 2026	50,000	20,600
Monagrouli	April 2020	April 2027	23,760	19,360
Pelea - Vasstwo - Eniaprohi - Vassone	December 2018	December 2028	26,250	23,750
Sub Total Credit facility			149,885	74,210
Eptaprohi - Soffive - Marinouki - Marathassa - Kerasies - Pemer - Petra	June 2021	December 2022	10,000	—
Eptaprohi - Soffive - Marinouki - Marathassa - Kerasies - Pemer - Lofou	December 2022	June 2028	—	15,000
Sub Total Revolving credit facility			10,000	15,000
Pentakomo	January 2020	January 2023	12,500	10,500
Maxdekatria	January 2020	January 2023	12,500	10,500
Maxdeka	November 2019	August 2025	17,063	14,978
Shikoku	November 2019	August 2025	17,948	15,756
Shikokutessera	November 2019	August 2025	17,478	15,384
Glovertwo	November 2019	August 2025	16,412	14,412
Maxtessera	April 2021	October 2026	28,117	24,798
Kyotofriendo one	September 2022	September 2027	—	24,690
Shikokuokto	December 2019	December 2027	16,000	14,000
Gloversix	December 2019	December 2027	16,640	14,560
Pinewood	February 2021	February 2031	22,567	20,695
Shikokuepta	August 2021	August 2031	23,167	21,167
Agros	May 2022	May 2032	—	24,943
Sub Total Sale and leaseback financing			200,392	226,383
Safe Bulkers Participations	February 2022	February 2027	—	106,985
Sub Total Bond			—	106,985
Total			360,277	422,578
Current portion of long-term debt			41,202	45,722

Long-term debt			319,075	376,856
Total debt			360,277	422,578
Current portion of deferred financing costs			1,290	2,166

Deferred financing costs non-current			3,279	6,050
Total deferred financing costs			4,569	8,216
Total debt			360,277	422,578
Less: Total deferred financing costs			4,569	8,216
Total debt, net of deferred financing costs			355,708	414,362
Less: Current portion of long-term debt, net of current portion of deferred financing costs			39,912	43,556

Long-term debt, net of deferred financing costs, non-current			315,796	370,806

F-22

A. Credit Facilities & Revolving Credit Facilities

During 2018, Pelea, Vasstwo, Eniaprohi and Vassone entered into a credit facility with a financial institution for $47,750, secured by the vessels owned by them. The credit facility was drawn down in two tranches, a tranche of $23,075 drawn down in 2018 and a second tranche of $24,675 drawn down in 2019. During 2022, the maturity of the facility was extended to December 2028.

During 2020, Monagrouli entered into a credit facility with a financial institution for $26,400, regarding the newbuild vessel Monagrouli had agreed to acquire. The credit facility was drawn down in 2020 upon the delivery of the newbuild vessel.

In September 2021, Safe Bulkers amended one of its credit facilities and agreed to a new structure for a credit facility of $60,000 secured by the vessels owned by Eniadefhi, Maxdodeka, Gloverfour, Gloverfive and Youngone, comprising a term loan tranche of $30,000 and a reducing revolving credit facility tranche providing for a draw down capacity of up to $30,000. The proceeds from the credit facility were used to partially refinance loan facilities with the same financial institution of an outstanding term loan tranche of $71,139 and a revolving credit facility tranche with a drawdown capacity of $7,000, secured by six vessels. Five of those vessels secure the new credit facility, and the vessel owned by Shikokuexi remained debt free. As of December 31, 2022, under the reducing revolving credit facility tranche no amount was outstanding and an amount of $30,000 was available for drawdown.

In December 2021, Safe Bulkers entered into a credit facility of $100,000 secured by the vessels owned by Youngtwo, Shikokupente, Maxeikositessera, Maxenteka, Maxpente and Shikokuennia, comprising a term loan tranche of $50,000 and a reducing revolving credit facility tranche providing for a draw down capacity of up to $50,000. The proceeds were used to refinance loan facilities in the amount of $50,000 secured by five of these vessels, and the repurchase of the vessel owned by Youngtwo under a sale and leaseback agreement. As of December 31, 2022, under the reducing revolving credit facility tranche no amount was outstanding and an amount of $50,000 was available for drawdown.

In December 2022, Eptaprohi, Soffive, Marinouki, Marathassa, Kerasies, Pemer and Lofou entered into a revolving reducing credit facility for an amount up to $80,000 secured by the vessels owned by them. At the same time, all credit facilities with this financial institution were refinanced and cancelled, namely the revolving credit facility of the Company that had been signed in 2019 for an original amount of $20,000, the Lofou credit facility signed in 2020 for an original amount up to $20,000, increased to $25,000 in July 2022, and the Eptaprohi, Soffive, Marinouki, Marathassa, Kerasies, Pemer and Petra credit facility and reducing revolving credit facility signed in 2021 for an original amount of up to $70,000, As of December 31, 2022, under the reducing revolving credit facility tranche an amount of $15,000 was outstanding and an amount of $65,000 was available for drawdown.

During 2022, Shimafive entered into a credit facility with a financial institution for $25,500, regarding the newbuild vessel Shimafive has agreed to acquire. The credit facility will be drawn in 2023 upon delivery of the newbuild vessel.

During 2022, Shimaseven entered into a credit facility with a financial institution for $25,500, regarding the newbuild vessel Shimaseven has agreed to acquire. The credit facility will be drawn in 2024 upon delivery of the newbuild vessel.

B. Sale and Leaseback Financings

Sale and leaseback financing represents financing obtained from concluding an agreement to sell the vessel and then lease her back under a bareboat charter for a pre-determined period with either an obligation or an option to purchase (that is reasonably certain, at inception, will be exercised) the vessel back at the end of the respective charter period or an option to purchase the respective vessel during the charter period at predetermined purchase prices. Transactions which involve a purchase obligation (or a purchase option that is reasonably certain, at inception, that will be exercised) are treated as a failed sale and hence represent merely a financing arrangement. The above table includes thirteen such facilities outstanding as of December 31, 2022, whereby the relevant vessels were formerly owned by our respective subsidiaries and ownership will revert back to the Company on settlement of the outstanding amounts. Details of these facilities are as follows:

Each of Shikokutessera, Maxdeka, Shikoku and Glovertwo entered into a sale and leaseback agreement in November 2019, with third party companies, subsidiaries of a financial institution, regarding the respective vessel owned by the relevant subsidiary. The proceeds from each of these agreements were used to fully prepay the amount outstanding under previous credit facilities secured by the respective vessels and for general corporate purposes. Under these agreements, the respective vessel was sold and leased back on a bareboat charter basis, in the case of the vessel owned by Shikokutessera for a period of 8 years, and in the case of the other three vessels for seven and a half years. Each respective subsidiary holds an option to purchase back

F-23

its respective vessel five years and nine months after the commencement of the respective bareboat charter. The sale and leaseback agreements include onerous provisions for the relevant subsidiaries in the event that such options are not exercised. The Company has verbally committed to exercise this purchase option for all four vessels. In view of this commitment and the onerous provisions if the options are not exercised, the Company has assessed that these transactions be recorded as financing transactions.

Each of Shikokuokto and Gloversix entered into a sale and leaseback agreement in December 2019, with third party companies, subsidiaries of a financial institution, regarding the respective vessel owned by the relevant subsidiary. The proceeds from each of these agreements were used to fully prepay the amount outstanding under previous credit facilities secured by the respective vessels and for general corporate purposes. Under these agreements, each vessel was sold and leased back on a bareboat charter basis for a period of 8 years, with a purchase obligation at the end of the 8th year. Furthermore, each respective subsidiary holds an option to purchase back its respective vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of the subsidiaries to purchase the respective vessels at the end of the bareboat charter, the Company has assessed that these transactions be recorded as financing transactions.

Each of Pentakomo and Maxdekatria entered into a sale and leaseback agreement in January 2020, with third party companies, subsidiaries of a financial institution, regarding the respective vessel owned by the relevant subsidiary. The proceeds from each of these agreements were used to fully prepay the amount outstanding under previous credit facilities secured by the respective vessels and for general corporate purposes. Under these agreements, each vessel was sold and leased back on a bareboat charter basis for a period of 6 years, with a purchase obligation at the end of the 6th year. Furthermore, each respective subsidiary held an option to purchase back its respective vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of the subsidiaries to purchase the respective vessels at the end of the bareboat charter, the Company has assessed that these transactions be recorded as financing transactions. In January 2023, both Pentakomo and Maxdekatria exercised their respective purchase options, repaid all outstandings under the sale and leaseback agreements and took ownership of the respective vessels.

Pinewood entered into a sale and leaseback agreement in January 2021, consummated in February 2021, with an unrelated third party, regarding the vessel owned by Pinewood. The proceeds were used for the redemption of all issued and outstanding shares of Pinewood's series A cumulative redeemable perpetual preferred stock that had been previously issued to a third party investor and for general corporate purposes. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Pinewood holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Pinewood to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as financing transaction.

Maxtessera entered into a sale and leaseback agreement in March 2021, consummated in April 2021, with a third party company, subsidiary of a financial institution, regarding the vessel owned by Maxtessera. The proceeds from this agreement were used to fully prepay the amount outstanding under a previous credit facility secured by the vessel and for general corporate purposes. Under this agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 7 years. Maxtessera holds an option to purchase back its vessel five years and six months after the commencement of the bareboat charter. The sale and leaseback agreement includes onerous provisions for the subsidiary in the event that such option is not exercised. The Company has verbally committed to exercise this purchase option. In view of this commitment and the onerous provisions where the option was not exercised, the Company has assessed that this transaction be recorded as a financing transaction.

Shikokuepta entered into a sale and leaseback agreement in July 2021, consummated in August 2021, with an unrelated third party, regarding the vessel owned by Shikokuepta. The proceeds were used for general corporate purposes. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Shikokuepta holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Shikokuepta to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as financing transaction.

Agros entered into a sale and leaseback agreement in October 2020, with an unrelated third party, regarding the newbuild vessel Agros had agreed to acquire. The transaction was consummated in May 2022 upon delivery of the vessel to Agros. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, Agros holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Agros to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction.

F-24

Kyotofriendo One entered into a sale and leaseback agreement, with an unrelated third party in 2022 for $25,750, regarding the second-hand vessel Kyotofriendo One acquired during 2022. Under the agreement, the vessel was sold and leased back on a bareboat charter basis for a period of five years, with a purchase obligation at the end of the fifth year. Furthermore, Kyotofriendo One holds an option to purchase back the vessel after the third year of the bareboat charter, at predetermined purchase prices. In view of the obligation of Kyotofriendo One to purchase the vessel at the end of the bareboat charter, the Company has assessed that this transaction be recorded as a financing transaction.

Two other similar facilities were fully repaid during the year ended December 31, 2021. Each of Maxeikosiena and Youngtwo had entered into a sale and leaseback agreement in 2015 and 2017, respectively, with third party companies, subsidiaries of a financial institution, regarding the respective vessel owned by the relevant subsidiary. The proceeds from the agreement entered by Maxeikosiena were used to fully prepay the amount outstanding under a previous credit facility secured by the respective vessel, and the proceeds from the agreement entered into by Youngtwo were used for general corporate purposes. Under these agreements, each vessel was sold and leased back on a bareboat charter basis for a period of 10 years, with a purchase obligation at the end of the 10th year. Furthermore, each subsidiary held an option to purchase back the respective vessel after the second year of the bareboat charter, at annual intervals and predetermined purchase prices. In view of the obligation of the subsidiaries to purchase the respective vessels at the end of the bareboat charter, the Company had assessed that these transactions be recorded as financing transactions. Both Maxeikosiena and Youngtwo exercised the options and bought back the vessels during the year ended December 31, 2021.

Our financing facilities bear interest at LIBOR or SOFR as the case may be plus a margin, except for the Kyotofriendo One sale and leaseback transaction and a portion of each of Shikokutessera, Maxdeka, Shikoku, Glovertwo and Maxtessera sale and leaseback transactions. A portion of each of the Shikokutessera, Maxdeka, Shikoku, Glovertwo and Maxtessera financing facilities are deemed to incur interest at a fixed rate calculated so that the initial facility amount be amortized to maturity down to the purchase option price of each vessel.

Our financing facilities are generally repayable by monthly or quarterly principal installments and a balloon payment due on maturity. The fair value of debt outstanding on December 31, 2022 amounted to $315,519 when valuing the Shikokutessera, Maxdeka, Shikoku, Glovertwo, Maxtessera and Kyotofriendo One loan facilities on the basis of the deemed equivalent fixed rate, as applicable on December 31, 2022, which are considered to be Level 2 items in accordance with the fair value hierarchy.

In addition to the Shimafive and Shimaseven financings noted above, which will be available upon delivery of the respective vessels, as of December 31, 2022, a total amount of $145,000 was available for drawdown under the reducing revolving credit facility and reducing revolving credit facility tranches.

Our loan and credit facilities were secured as follows:

•First priority mortgages over the vessels owned by the Company or title of ownership for the vessels under sale and lease back finance arrangements;

•First priority assignment of all insurances and earnings of the relevant vessels;

•Guarantee from Safe Bulkers in respect of facilities entered into by the Subsidiaries.

The financing agreements contain debt covenants including restrictions as to changes in management and ownership of the vessels, entering into certain long-term charters, additional indebtedness and mortgaging of vessels without the respective lender’s prior consent, minimum vessel insurance cover ratio requirements, as well as minimum fair vessel value ratio to outstanding loan principal requirements (the “Minimum Value Covenant”). The Minimum Value Covenant must not fall below 112%, 115%, 120% or 135% as the case may be. The borrowers are permitted to pay dividends to their owners as long as no event of default under the respective loan has occurred or has not been remedied or would occur as a result of the payment of such dividends.

Certain of the financing agreements require the respective borrowers to maintain at all times a minimum balance in each vessel operating account, from $200 to $500.

The Safe Bulkers facilities and the corporate guarantees of the Company include the following financial covenants:

•total consolidated liabilities divided by total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets), must not exceed 85% (the “Consolidated Leverage Covenant”);

F-25

•total consolidated assets (based on the market value of all vessels owned or leased on a finance lease taking into account their employment, and the book value of all other assets) less its total consolidated liabilities must not be less than $150,000 (the “Net Worth Covenant”);

•the ratio of EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis (the “EBITDA Covenant”);

•a minimum of 30% or 35%, as per the relevant agreement, of its voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the relevant credit facilities and in the case of one facility Polys Hajioannou beneficially holds a minimum of 20% of the voting and ownership rights (the “Control Covenant”); and

•payment of dividends is subject to no event of default having occurred and be continuing or would occur as a result of the payment of such dividends.

As of December 31, 2022, the Company was in compliance with all debt covenants in effect, with respect to its financing facilities.

C. Unsecured Bond

In February 2022, the Company, through its wholly owned subsidiary, Safe Bulkers Participations Plc (the “Issuer”), issued €100,000,000 of unsecured bonds to investors and listed the bonds on the Athens Exchange (the "Bond"). The Bond matures in February 2027 and carries a coupon of 2.95%, payable semi-annually. The bond offering was completed on February 11, 2022, and the trading of the bonds on the Athens Exchange commenced on February 14, 2022.

The Bond can be called in part (pro rata) or in full by the Issuer on any coupon payment date, after the second anniversary and until six months prior to maturity. If the Bond is redeemed (in part or in full) on i) the 5th and/or 6th coupon payment date, bondholders will receive a premium of 1.5% on the nominal amount of the bond redeemed, ii) the 7th and/or 8th coupon payment date, bondholders will receive a premium of 0.5% on the nominal amount of the bond redeemed; no premium shall be paid for a redemption occurring on the 9th coupon payment date. In case there is a material change in the tax treatment of the Bond for the Issuer, then the Issuer has the right, at any time, to fully prepay the Bond without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by prepaying each time a nominal amount of bonds equal to at least €10,000,000, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50,000,000.

As of December 31, 2022, the outstanding balance of the Bond amounted to $106,985. The fair value of the Bond determined through Level 1 of the fair value hierarchy as at December 31, 2022, amounted to €96,000,000 or $102,706.

The Bond includes the following financial covenants for the Company:

•the ratio of EBITDA over consolidated interest expense must not be less than 2.0:1, on a trailing 12 months’ basis; and

•a minimum of 30% of its voting and ownership rights shall remain directly or indirectly beneficially owned by the Hajioannou family for the duration of the Bond.

As of December 31, 2022, the Company was in compliance with all covenants in effect, with respect to the Bond.

F-26

The estimated minimum annual principal payments required to be made after December 31, 2022, based on the above credit facilities, sale and leaseback financings and the Bond are as follows:


To December 31,
2023	$	45,722
2024	26,069
2025	76,373
2026	50,725
2027	155,227
2028 and thereafter	68,462
Total	$	422,578

Total interest incurred on long-term debt for the years ended December 31, 2020, December 31, 2021 and December 31, 2022 amounted to $21,417, $14,776 and $17,651, respectively, which includes interest capitalized of $184, $57 and $513 for the years ended December 31, 2020, December 31, 2021 and December 31, 2022, respectively. The average interest rate (including the margin in the case of credit facilities and sale and leaseback financings) for all long-term debt during the years December 31, 2020, December 31, 2021 and December 31, 2022 was 3.382% p.a., 2.642% p.a. and 3.255% p.a., respectively.

9. Share Capital

As of December 31, 2021 and December 31, 2022, the Company had 200,000,000 shares of authorized common stock of $0.001 par value, of which 121,640,839 and 118,868,317 were issued and outstanding respectively.

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by the Company’s board of directors out of funds legally available for dividends. Upon the Company’s dissolution or liquidation or the sale of all or substantially all of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of the common stock will be entitled to receive pro rata the remaining assets available for distribution. Holders of common stock do not have conversion, redemption or preemptive rights to subscribe to any of the Company’s securities. All outstanding shares of common stock are fully paid and non-assessable. The rights, preferences and privileges of holders of common stock are subject to the rights of the holders of any shares of preferred stock which may be issued. The Company’s common stock is not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to the Company’s shares in the future. There are no provisions in the Company’s articles of incorporation or bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

As of December 31, 2021 and December 31, 2022, the Company had 20,000,000 shares of authorized preferred stock of $0.01 par value, of which 2,297,504 and 804,950 Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred Shares”), respectively, and 3,195,050 and 3,195,050 Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred Shares” and, together with the Series C Preferred Shares, the “Preferred Shares”), respectively, were issued and outstanding, respectively. In addition, one million shares have been designated Series A Participating Preferred Stock in connection with our adoption of a shareholder rights plan.

Holders of Preferred Shares have no voting rights other than the ability (voting together as a class with all other classes or series of preferred stock upon which like voting rights have been conferred and are exercisable, including all of the Preferred Shares), subject to certain exceptions, to elect one director if dividends for six quarterly dividend periods (whether or not consecutive) payable on the Company’s Preferred Shares are in arrears and certain other limited protective voting rights. The Company’s Preferred Shares are subordinate to all of existing and future indebtedness.

Common stock

In November 2019, and April 2020 the Company issued to an unaffiliated third party 3,963,964, and 2,951,699 shares of common stock to pay the second and fourth installment of $6,600, and $3,300, respectively, of the purchase price of the Troodos Oak.

F-27

In December 2019, the Company implemented a new program for the repurchase of an amount of up to 1,500,000 shares of its common stock. In March 2020, the Company terminated the program, having repurchased and canceled an amount of 1,500,000 shares of common stock during the first quarter of 2020.

In March 2020, the Company implemented a new program for the repurchase of an amount of up to 2,000,000 shares of its common stock, which was expanded for an additional 2,000,000 shares of its common stock. In June 2020, the Company terminated the program, having repurchased and canceled an amount of 3,624,283 shares of common stock.

In August 2020, the Company filed a prospectus supplement with the Securities and Exchange Commission, under which it may offer and sell shares of its common stock from time to time up to aggregate net offering proceeds of $23,500 through an “at-the-market” equity offering program (the “ATM Program”). In May 2021, the Company filed an addendum to the August 2020 prospectus supplement and increased its net offering proceeds to $100,000. As of December 31, 2022, the Company had offered to sell and had sold 19,417,280 shares and had received aggregate net offering proceeds of $71,537 under the ATM Program. As of February 24, 2023, the Company had not offered to sell and had not sold any additional common shares under the ATM Program.

In June 2022, the Company authorized a program under which it may from time to time purchase up to 5,000,000 shares of its common stock. As of February 24, 2023, 2,807,418 shares of common stock had been repurchased and cancelled under the repurchase program.

Pursuant to arrangements approved by the Company’s shareholders and the nominating and compensation committee, effective July 1, 2008, in respect of the audit committee chairman and effective January 1, 2010, in respect of the other independent directors of the Company, every quarter the audit committee chairman receives the equivalent of $15 and the other independent directors each receive the equivalent of $7.50, all payable in arrears in the form of newly issued Company common stock as part compensation for services rendered as audit committee chairman and independent directors, respectively. The number of shares to be issued is determined based on the closing price of the Company’s common stock on the last trading day prior to the end of each quarter in which services were provided and the shares are issued as soon as practicable following the end of the quarter. During the years ended December 31, 2020, December 31, 2021 and December 31, 2022, 48,079 shares, 24,483 shares and 17,448 shares, respectively, were issued to the audit committee chairman and 48,079 shares, 24,482 shares and 17,448 shares, respectively, were issued in aggregate to the two other independent directors of the Company.

Preferred stock

In May 2014, the Company successfully completed a public offering, whereby 2,300,000 shares of Series C Preferred shares were issued and sold at a price of $25.00 per share. The net proceeds of the public offering and the private placement were $55,504, net of underwriting discount of $1,744 and offering expenses of $252. The Series C Preferred Shares were issued for cash and pay cumulative quarterly dividends at a rate of 8% per annum from their date of issuance, i.e. $2.00 per preferred share. The declaration of such dividend is subject to the discretion of the Company’s board of directors. At any time on or after May 31, 2019, the Series C Preferred Shares may be redeemed, at the option of the Company, in whole or in part at a redemption price of $25.00 per share plus unpaid dividends. The Series C Preferred Shares are not convertible into common stock and are not redeemable at the option of the holder.

In June 2014, the Company successfully completed a public offering, whereby 3,200,000 shares of Series D Preferred Shares were issued and sold at a price of $25.00 per share. The net proceeds of the public offering and the private placement were $77,420 net of underwriting discount of $2,369 and offering expenses of $211. The Series D Preferred Shares were issued for cash and pay cumulative quarterly dividends at a rate of 8% per annum from their date of issuance, i.e., $2.00 per preferred share. The declaration of such dividend is subject to the discretion of the Company’s board of directors. At any time on or after June 30, 2019, the Series D Preferred Shares may be redeemed, at the option of the Company, in whole or in part at a redemption price of $25.00 per share plus unpaid dividends. The Series D Preferred Shares are not convertible into common stock and are not redeemable at the option of the holder.

In March 2020, the Company implemented a program for the repurchase of up to 100,000 Series C Preferred Shares and up to 100,000 Series D Preferred Shares on the open market. Under the statement of designation of the respective series of preferred shares, any such shares repurchased by the Company were canceled. As of December 31, 2022, 2,496 Series C Preferred Shares and 4,950 Series D Preferred Shares had been repurchased and canceled under this repurchase program.

F-28

$37,314 plus all accumulated and unpaid dividends to, but excluding, the redemption date, of $738. Following the redemption, there were 804,950 Series C Preferred Shares outstanding, as of December 31, 2022.

The payment due upon liquidation to holders of any series of the Company’s preferred shares is fixed at the redemption preference of $25.00 per share plus accumulated and unpaid dividends to the date of liquidation. The liquidation price of the Series C Preferred Shares and Series D Preferred Shares as of December 31, 2022 was $20,405 and $80,995, respectively.

10. Mezzanine Equity

Mezzanine equity represents the USD equivalent of 100 shares of Series A Cumulative Redeemable Perpetual Preferred Stock (the "Series A Preferred Shares") of our subsidiary Pinewood issued in June 2018 to an unaffiliated third party investor (the "Investor") in the amount of JPY1,854,900,000 plus accrued dividend. These shares were issued as partial payment for the cost of the vessel Pedhoulas Cedrus owned by Pinewood. The Investor was entitled to a dividend of 2.95% p.a. from these shares.

In February 2021, Pinewood, after giving due notification, exercised its option and redeemed all Series A Preferred Shares, paying at the time to the Investor a liquidation price of JPY1,854,900,000, equivalent to $17,707 and accumulated dividends of JPY8,395,328 equivalent to $79 up to the date of liquidation.

11. Commitments and Contingencies

(a) Capital expenditure commitments relating to our vessels and vessels under construction are as follows:


Year Ended December 31,	Due to Shipyards/Sellers		Due to Manager		Other Commitments		Total
2023	$	147,840	$	4,971	$	2,724	$	155,535
2024	72,429		1,834		—		74,263
2025	15,811		624		—		16,435

Total	$	236,080	$	7,429	$	2,724	$	246,233

Other commitments represent contracted costs related to the purchase of BWTS and Scrubbers to be installed on certain of the fleet vessels.

(b) Other contingent liabilities

The Company and its Subsidiaries have not been involved in any legal proceedings that may have, or have had, a significant effect on their business, financial position, results of operations or liquidity, nor is the Company aware of any proceedings that are pending or threatened that may have a significant effect on its business, financial position, results of operations or liquidity. From time to time various claims, suits and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, shipyards, insurance providers and other claims relating to the operation of the Company’s vessels. Management is not aware of any material claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Management is not aware of any such claims or contingent liabilities which should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. A maximum of $1,000,000 of the liabilities associated with the individual vessel actions, mainly for sea pollution, is covered by P&I Club insurance.

12. Revenues

Revenues are comprised of the following:

F-29


	Year Ended December 31
	2020		2021		2022
Time charter revenue	$	198,382	$	328,905	$	351,006
Voyage charter revenue	2,603		5,578		—
Other income	5,050		8,992		13,044
Total	$	206,035	$	343,475	$	364,050

The Company generates its revenues from time charters or infrequently under voyage contracts.

Time charter agreements may have renewal options for one to 12 months. The time charter party generally provides typical warranties regarding the speed and the performance of the vessel as well as some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful and non-hazardous cargo. The Company typically enters into time charters ranging from one month to five years and in isolated cases on longer terms depending on market conditions. The charterer has the full discretion over the ports visited, shipping routes and vessel speed, subject only to the owner protective restrictions discussed above.

Vessels may also be chartered under voyage charters, where a contract is made for the use of a vessel under which the Company is paid freight on the basis of moving cargo from a loading port to a discharge port. A significant portion of the voyage hire is typically paid upon initiation of the voyage and the remainder upon completion of the performance obligation.

During the years ended December 31, 2020, 2021 and 2022, the Company generated revenue from its time charters of $198,382, $328,905 and $351,006, respectively. Scrubber -fitted vessels are able to earn a premium attributable to the use of the scrubbers installed on board the vessels, to reduce the sulfur content of fuels due to new legislation effective January 1, 2020. This premium can be fixed as part of the daily charter rate or can vary based on actual consumption, such variable consideration amounted to $16,331, $13,710 and $29,628 and is included in time charter revenue for the year ended December 31, 2020, 2021 and 2022, respectively.

As of December 31, 2022, the time charters under which the Company vessels were employed had remaining term ranging from less than one month to twelve months based on the minimum duration of the contracts, excluding eleven vessels, four of which were employed under time charters for an original duration of three years, six of which were employed under time charters for an original duration of five years and one vessel which was on long term time charter for a period of twenty years, with a remaining tenor ranging between 2 to 9 years.

As of December 31, 2022, and December 31, 2021 no vessel was employed under a voyage charter. As of December 31, 2020, one of the voyage charters that began during the year was in progress and ended after December 31, 2020, and one voyage charter entered in December 2020, had not initiated the performance obligation, i.e., the relevant vessel had not arrived at the loading port. As of December 31, 2020, contract assets representing voyage costs of $38, incurred between the contract date and the date of the vessel’s arrival at the loading port were included in prepaid expenses and other current assets which were expensed in 2021. As of December 31, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligation was $222, all of which had been collected as of December 31, 2020, and the entity recognized this revenue over the time of the voyage until its completion in the first quarter of 2021.

13. Vessel Operating Expenses

Vessel operating expenses are comprised of the following:

F-30


	Year Ended December 31,
	2020		2021		2022
Crew wages and related costs	$	34,364	$	36,821	$	38,083
Insurance	3,380		3,601		4,749
Repairs, maintenance and drydocking costs	10,097		8,797		12,148
Spares, stores and provisions	14,921		15,473		16,623
Lubricants	4,059		3,846		5,068
Taxes	642		690		674
Miscellaneous	2,623		2,821		2,866
Total	$	70,086	$	72,049	$	80,211

14. Fair Value of Financial Instruments and Derivatives Instruments

Cash and cash equivalents and restricted cash and interest rate, foreign exchange forward contracts, bunker price and freight derivatives are recorded at fair value. The carrying values of the current financial assets and current financial liabilities are reasonable estimates of their fair value due to the short-term nature of these financial instruments. Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. The fair values of the variable interest long-term debt approximate the recorded values, due to their variable interest rates. The fair value of the fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Company believes the terms of its loans are similar to those that could be procured as of December 31, 2022. The fair value of the long-term debt is disclosed in Note 8.

Derivative instruments

Interest rate swaps

The Company from time to time enters into interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to its variable interest loans and credit facilities. During the year ended December 31, 2022 the Company terminated all interest rate derivative contracts that it or its subsidiaries had previously entered into. As a result there were no interest rate derivative contracts outstanding as of December 31, 2022. Details of interest rate swap contracts entered into as of December 31, 2021 are presented in the table below:

F-31


					Notional amount
Counterparty (1)	Inception	Expiry	Fixed Rate		December 31, 2021		December 31, 2022
SAFE BULKERS	March 4, 2020	September 30, 2024	0.9900	%	10,000		—
SAFE BULKERS	March 4, 2020	September 30, 2024	0.9000	%	10,000		—
SAFE BULKERS	March 9, 2020	September 30, 2024	0.8000	%	10,000		—
SAFE BULKERS	March 10, 2020	September 30, 2024	0.6500	%	20,000		—
SAFE BULKERS (2)	March 30, 2020	September 30, 2024	0.6000	%	10,000		—
SAFE BULKERS	May 5, 2020	May 5, 2025	0.4000	%	10,000		—
SAFE BULKERS	July 10, 2020	May 5, 2025	0.4000	%	10,000		—
SAFE BULKERS	July 10, 2020	May 5, 2025	0.3800	%	10,000		—
SAFE BULKERS	July 14, 2020	May 5, 2025	0.3800	%	10,000		—
SAFE BULKERS	June 4, 2020	June 4, 2025	0.5000	%	10,000		—
SAFE BULKERS	June 11, 2020	June 11, 2025	0.4500	%	10,000		—
SAFE BULKERS	June 15, 2020	June 15, 2025	0.4000	%	10,000		—
SAFE BULKERS	June 30, 2020	June 30, 2025	0.4250	%	10,000		—
SAFE BULKERS	July 1, 2020	July 1, 2025	0.3800	%	10,000		—
SAFE BULKERS	July 9, 2020	July 9, 2025	0.3600	%	10,000		—
SAFE BULKERS	July 16, 2020	July 16, 2025	0.3500	%	10,000		—
SAFE BULKERS	July 30, 2020	July 30, 2025	0.3300	%	10,000		—
SAFE BULKERS	August 3, 2020	August 3, 2025	0.3700	%	10,000		—
SAFE BULKERS	February 22, 2021	December 31, 2025	0.7450	%	30,000		—
SAFE BULKERS	May 10, 2021	May 11, 2026	0.9500	%	50,000		—
SAFE BULKERS	July 21, 2021	July 21, 2026	0.8290	%	10,000		—
SAFE BULKERS	July 22, 2021	July 22, 2026	0.7700	%	20,000		—
Total					$	300,000	$	—

(1) Under all above swap transactions, the counterparty bank effects quarterly floating-rate payments to the Company for the relevant amount based on the three-month USD LIBOR, and the Company effects quarterly payments to the bank on the relevant amount at the respective fixed rates.

(2) The notional amounts of the above transactions are reduced during the term of the swap transactions based on the expected principal outstanding under the respective facility.

Foreign Exchange Forward Contracts

The Company from time to time may enter into foreign exchange forward contracts to create economic hedges for its exposure to currency exchange risk on payments relating to capital expenditure obligations, the redemption of the Bond or for trading purposes. Foreign exchange forward contracts are agreements entered into with a bank to exchange, at a specified future date, currencies of different countries at a specific rate. As of December 31, 2022, the Company had four outstanding derivative instruments relating to currency exchange contracts for an aggregate amount of €40,000,000 or $43,384, entered into during the year ended December 31, 2022 with maturity in November 2026. As of December 31, 2021, there were no outstanding derivative instruments relating to currency exchange contracts.

Bunker Fuel Contracts

During the years ended December 31, 2021 and December 31, 2022, the Company entered into a certain number of contracts to buy or sell the spread differential between the price per ton of the 0.5% and 3.5% sulfur content fuel with the objective of reducing the risk arising from lower spread differential, which affects the additional revenue from the operation of Scrubbers in scrubber-fitted vessels.

Forward Freight Agreements (“FFA”)

F-32

During the years ended December 31, 2021 and December 31, 2022, the Company entered into a certain number of FFA on the Panamax index maturing in 2022 and 2023 with the objective of reducing the risk arising from the volatility in the vessel charter rates.

The Company’s interest rate agreements, foreign exchange forward contracts, bunker fuel contracts and FFA do not qualify for hedge accounting. The Company determines the fair market value of such derivative contracts at the end of every period and accordingly records the resulting unrealized loss/gain during the period in the consolidated statement of operations.

Information on the location and amounts of derivative fair values in the consolidated balance sheets and derivative gains/losses in the consolidated statements of operations are shown below:

Derivatives not designated as hedging instruments


		Asset Derivatives Fair Values				Liability Derivatives Fair Values
Type of Contract	Balance sheet location	December 31, 2021		December 31, 2022		December 31, 2021		December 31, 2022

Bunker Fuel	Derivative assets/ Current assets	$	9	$	343	$	—	$	—
Forward Freight	Derivative assets/ Current assets	1,139		755		—		—
Interest Rate	Derivative assets / Non-current assets	5,879		—		—		—
Foreign Currency	Derivative assets / Non-current assets	—		1,156		—		—
Bunker Fuel	Derivative liabilities / Current liabilities	—		—		258		—
Forward Freight	Derivative liabilities / Current liabilities	—		—		156		—
Foreign Currency	Derivative liabilities / Non-current liabilities	—		—		—		307

	Total Derivatives	$	7,027	$	2,254	$	414	$	307


	Amount of (Loss)/Gain Recognized on Derivatives Year ended December 31,
		2020		2021		2022
Forward Freight		$	(174)	$	(3,227)	$	7,066
Foreign Currency		99		(99)		862
Interest Rate Contracts		(1,379)		6,474		5,327
Bunker Fuel Contracts		151		(960)		(4,532)
Net (Loss)/Gain Recognized		$	(1,303)	$	2,188	$	8,723

The gain or loss is recognized in the consolidated statement of operations and is presented in Other (Expense)/Income – Gain/(Loss) on derivatives.

The Company’s interest rate derivative instruments are pay-fixed, receive-variable interest rate swaps based on the USD LIBOR swap rate. The fair value of the interest rate swaps is determined using a discounted cash flow approach based on expected forward LIBOR swap yield curves and take into account the credit risk of the counterparty financial institutions. LIBOR swap rates are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy. Differences in prices are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy.

The Company’s foreign exchange forward derivative instruments are agreements entered into with a bank to exchange, at a specified future date, currencies of different countries at a specific rate. The fair value of the foreign exchange forward derivative instruments is determined using mid-rates based on available market rates at the time of the valuation and take into account the credit risk of the counterparty financial institutions. Foreign exchange prices are observable at commonly quoted intervals for the full terms of the foreign exchange forward derivative instruments and therefore are considered Level 2 items in accordance with the fair value hierarchy.

The Company’s FFA derivative instruments were receive-fixed, pay-variable swaps based on the earnings of the Panamax class dry bulk vessels as published by the Baltic Exchange. The fair value of the FFA derivatives is determined using a discounted cash flow approach based on the market rate of such earnings at the time of such valuation and take into account the credit risk of the counterparty financial institutions. Differences in prices are observable at commonly quoted intervals for the full terms of the FFAs and therefore are considered Level 2 items in accordance with the fair value hierarchy.

F-33

The Company’s bunker fuel derivative instruments were receive-fixed, pay-variable swaps based on the difference in price between various categories of bunker fuels. The fair value of the bunker fuel swaps is determined using a discounted cash flow approach based on the difference on the market rate of each bunker fuel price at the time of such valuation and take into account the credit risk of the counterparty financial institutions. Differences in prices are observable at commonly quoted intervals for the full terms of the swaps and therefore are considered Level 2 items in accordance with the fair value hierarchy.

The following table summarizes the valuation of the Company’s financial instruments as of December 31, 2021 and December 31, 2022.


	Significant Other Observable Inputs (Level 2)
	December 31, 2021		December 31, 2022
Derivative instruments – asset position	$	7,027	$	2,254
Derivative instruments – liability position	414		307

15. Accrued Liabilities

Accrued liabilities are comprised of the following:


	December 31,
	2021		2022
Interest on long-term debt	$	420	$	2,235
Vessels’ operating and voyage expenses	2,824		7,305
Commissions	315		464
Interest on derivatives and other finance expenses	1,600		635
General and administrative expenses	212		127
Total	$	5,371	$	10,766

16. Future Minimum Time Charter Revenue

The future minimum time charter revenue, net of commissions, based on vessels committed to non-cancellable period time charter contracts (including fixture recaps) which includes contracted revenue linked to the BPI and BCI index calculated as of December 31, 2022, is as follows:


December 31,
2023	$	119,311
2024	65,901
2025	41,682
2026	16,934
2027	10,304
Thereafter	32,560
Total	$	286,692

Revenues from time charters are not generally received when a vessel is off-hire, including time required for normal periodic maintenance. In arriving at the minimum future charter revenues, an estimated off-hire time has been deducted, although such estimate may not be reflective of the actual off-hire in the future.

17. General and Administrative Expenses

General and administrative expenses include management fees payable to our Managers and costs in relation to the administration of our company. General and administrative expenses for the years ended December 31, 2020, December 31, 2021 and December 31, 2022 were as follows:

F-34


	December 31,
	2020		2021		2022
Management fees – related parties	$	18,884	$	19,221	$	17,723
Professional fees (legal and accounting)	832		854		1,023
Directors fees and expenses	644		759		802
Listing fees and expenses	93		101		181
Miscellaneous	1,049		1,563		2,073
Total	$	21,502	$	22,498	$	21,802

18. Unearned Revenue/Accrued Revenue

Unearned Revenue represents cash received in advance of it being earned, whereas Accrued Revenue represents revenue earned prior to cash being received. Revenue is recognized as earned on a straight-line basis at their average rates when charter agreements provide for varying annual charter rates over their term. Total Unearned Revenue/Accrued Revenue during the periods presented is as follows:


	December 31,
	2021		2022
Unearned Revenue
Cash received in advance of service provided – Current liability	$	7,040	$	5,290
Deferred revenue resulting from varying charter rates – Current liability	3,974		4,230
Deferred revenue resulting from varying charter rates – Non-Current liability	7,989		7,330
Total Unearned Revenue	$	19,003	$	16,850
Accrued Revenue
Resulting from varying charter rates – Current asset	665		662
Resulting from varying charter rates – Non-Current asset	282		225
Total Accrued Revenue	$	947	$	887

19. Gain on Sale of Assets

Gain on Sale of Assets represents net gains from the sale of seven vessels concluded during the year ended December 31, 2021. Summary of the transactions is presented in the table below:


	Years Ended December 31,
		2020		2021		2022
Gain on sale of assets		$	—	$	11,579	$	—


Vessel name	Type	Built	Gross sale price	Gain/(loss)		Delivery to new owners
Paraskevi	Panamax	2003	7,300	(551)		April 2021
Vassos	Panamax	2004	8,650	(1,074)		May 2021
Pedhoulas Builder	Kamsarmax	2012	22,500	(1,775)		June 2021
Pedhoulas Farmer	Kamsarmax	2012	22,000	189		September 2021
Maria	Panamax	2003	12,000	3,843		September 2021
Koulitsa	Panamax	2003	13,600	5,748		November 2021
Pedhoulas Fighter	Kamsarmax	2012	23,700	5,199		November 2021
Total				$	11,579

No vessels were sold during the years ended December 31, 2020 and December 31, 2022.

F-35

20. Early Redelivery Income, net

Early redelivery income of $7,470 for the year ended December 31, 2021 mainly relates to the cash compensation of $7,990 less accrued revenue of $435, received by the Company for the early termination requested by the charterer of the period time charter of the vessel Lake Despina, which was contractually due to expire in January 2024.

21. Dividends

During 2022, the Company declared and paid four quarterly consecutive dividends of $0.05 per common share totaling $24,142.

During 2020, the Company declared and paid four quarterly consecutive dividends of $0.50 per share of Series C Preferred Shares, totaling $4,596, and four quarterly consecutive dividends of $0.50 per share of Series D Preferred Shares, totaling $6,393.

During 2021, the Company declared and paid four quarterly consecutive dividends of $0.50 per share of Series C Preferred Shares, totaling $4,595, and four quarterly consecutive dividends of $0.50 per share of Series D Preferred Shares, totaling $6,390.

During 2022, the Company declared and paid four quarterly consecutive dividends of $0.50 per share of Series C Preferred Shares, totaling $2,356, and four quarterly consecutive dividends of $0.50 per share of Series D Preferred Shares, totaling $6,390.

During 2020, Pinewood declared and paid preferred dividends totaling JPY54,719,550.00 equivalent to $512 comprising of a dividend of JPY136,051.34 per share equivalent to $1,243.12 per share of Series A Preferred Shares for the quarter ended March 31, 2020, followed by a dividend of JPY136,051.34 per share equivalent to $1,272.39 per share of Series A Preferred Shares for the quarter ended June 30, 2020 and followed by one dividend of JPY137,546.41 per share equivalent to $1,294.87 per share of Series A Preferred Shares for the quarter ended September 30, 2020. In addition during 2020, Pinewood declared a dividend of JPY137,546.41 per share equivalent to $1,311.62 per share of Series A Preferred Shares for the quarter ended December 31, 2020, then included under the caption “Mezzanine Equity” in the consolidated balance sheets, which was paid in January 2021.

During February 2021, Pinewood delivered a notice of redemption for all issued and outstanding Series A Preferred Shares, recorded as mezzanine equity (the "Mezzanine Equity"). Pinewood declared and paid a final preferred dividend totaling JPY8,395,328.00 equivalent to $79 comprising of a final dividend of JPY83,953.28 per share equivalent to $791.23 per share of Series A Preferred Shares for the period from January 1, 2021 to February 25, 2021.

22. Earnings Per Share

Diluted earnings per share are the same as basic earnings per share. There are no other potentially dilutive shares. The computation of basic earnings per share is presented as follows:


	December 31,
	2020		2021		2022
Net (loss)/income	$	(12,905)	$	174,348	$	172,554
Less preferred dividend attributable to preferred shareholders	11,500		11,064		8,978
Less/(plus) Mezzanine equity measurement	908		(271)		—

Net income available to common shareholders	$	(25,313)	$	163,555	$	163,576
Weighted average number of shares, basic and diluted	102,617,944		113,716,354		120,653,507
Earnings per share in U.S. Dollars, basic and diluted	$	(0.25)	$	1.44	$	1.36

23. Subsequent Events

F-36

(a) Dividend declaration - preferred stock Series C and Series D: In January 2023, the board of directors declared a dividend of $0.50 per share of all classes of preferred shares, totaling $2,000, payable to all shareholders of record as of January 20, 2023, which was paid on January 30, 2023.

(b) Vessel sale: In January 2023, Petra delivered the vessel Pedhoulas Trader to the third-party buyers.

(d) Sale and leaseback financings: In January 2023, Pentakomo and Maxdekatria exercised their respective purchase options, repaid all outstandings under the sale and leaseback agreements and took ownership of the vessels Agios Spyridonas and Panayiota K.

(e) Credit facilities: In January 2023, Pentakomo, Maxdekatria, Gloverthree,and Gloverfive entered into a credit facility with a financial institution for $67,500. The credit facility will be available upon delivery of the newbuild vessel Gloverfive has agreed to acquire.

(f) Dividend declaration - common stock: In February 2023, the board of directors declared a dividend of $0.05 per share of common stock, totaling $5,944 payable to all shareholders of record of the Company's common stock at the closing of trading on March 1, 2023 which will be paid on March 17, 2023.

(g) Newbuild acquisition: In February 2023, Shimanine Shipping Corporation ("Shimanine"), a subsidiary of Safe Bulkers incorporated under the laws of the Republic of the Marshall Islands in January 2023, entered into a contract for the construction and acquisition of a newbuild Kamsarmax class vessel scheduled for delivery in 2025.

Document

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

RESTRICTIVE COVENANT AGREEMENT

This Amendment No. 1 to the Second Amended and Restated Restrictive Covenant Agreement (this “Amendment”), dated as of October 4, 2022, is entered into by and among Safe

Bulkers, Inc. (the “Company”), Polys Hajioannou (“P. Hajioannou”), Vorini Holdings Inc. (“Vorini Holdings”) and Machairiotissa Holdings Inc. (“Machairiotissa Holdings”). All capitalized terms appearing herein that are not otherwise shall have the meanings ascribed to them in the Second Amended and Restated Restrictive Covenant Agreement, dated as of August 2, 2017 (the “Existing Agreement”).

WHEREAS, the parties hereto are parties to the Existing Agreement;

WHEREAS, pursuant to Section 8.1 of the Existing Agreement, the parties thereto

may amend the Existing Agreement by an instrument in writing; and WHEREAS, the parties hereto wish to amend the Existing Agreement as set forth herein to clarify that certain acquisitions of Drybulk Vessels by any Hajioannou Entity shall not be prohibited by Article III of the Existing Agreement, and not to otherwise alter the rights of any of the parties thereto.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and

covenants in this Amendment, the parties, intending to be legally bound, hereby agree as follows:

Section 1. Amendment to Section 1.1. Section 1.1 of the Existing Agreement

is hereby amended by adding a new definition for “Minority Invested Business” as follows in the appropriate alphabetical order:

“Minority Invested Business” shall have the meaning set forth in Section 3.2(0.

Section 2. Amendment to Section 3.2. Section 3.2 of the Existing Agreement

is hereby amended by adding a new clause (e) as follows:

“(e) with respect to any investment which has been developed from a Permitted Acquisition (such Permitted Acquisition and related investment, a “Minority Invested Business”); provided, that: (i) P. Hajioannou does not own in excess of 35% of such Minority Invested Business; (ii) P. Hajioannou’s participation in such Minority Invested Business does not increase except as a result of a contribution of one or more Permitted Acquisitions to the Minority Invested Business, in each case which have been approved by the majority of the Independent Directors; (iii) P. Hajioannou shall first present to the Company, any business,

USActive 58293230.1

commercial or investment opportunity or offer of which P. Hajioannou becomes aware which relate to a Drybulk Vessel or Drybulk Vessel Business, and not to present to the Minority Invested Business or otherwise exploit any such opportunity or offer except to the extent refused by the majority of the Independent Directors; and (iv) P. Hajioannou shall deliver by June 30 of each year a written report to the Company as of December 31 of the previous year which will describe: P. Hajioannou’s aggregate percentage ownership in the Minority Invested Business; a list of vessels (name of vessel, IMO number, year built, flag, and classification society), including an indication of any purchases and sales completed during the year; chartering performance of the fleet based on the annual Time Charter Equivalent (TCE) rate of the fleet, the cost structure as described by the vessels’ daily operating expenses (OPEX) and a statement that the vessels are not managed by the Managers. For the avoidance of doubt, nothing in this Section 3.2(e) shall prevent P. Hajioannou from serving on the board of directors or other governing body of the Minority Invested Business and P. Hajioannou shall not be deemed to control such Minority Invested Business as a result of such position so long as P. Hajioannou is not a party to any agreement, arrangement or understanding relating to the investment or management decisions of such Minority Invested Business. For the purpose of this Section 3.2(e) it is understood and agreed that commercial management for any Drybulk Vessels owned by such Minority Invested Business shall not be performed by any person or entity which P. Hajioannou controls or in which P. Hajioannou has an equity interest unless approved by the majority of the Independent Directors.”

Section 3. Miscellaneous.

(a)Interpretation. The parties hereto have participated jointly in the

negotiation and drafting of this Amendment. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Amendment shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Amendment.

(b)Governing Law. This Amendment shall be governed by, and construed in

accordance with, the laws of England.

(c)Counterparts. This Agreement may be executed in one or more written

counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

(d)Ratification of the Existing Agreement. Except as expressly amended

USActive 58293230.1

hereby, the Existing Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

[Signature pages follow]

-2-

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be

duly executed as of and on the date first above written,

SAFE BULKERS, INC.

By: /s/ Loukas Barmparis_______________

Name: Loukas Barmparis

Title: President

POLYS HAJIOANNOU

By: /s/ Polys Hajioannou_______________

VORINI HOLDINGS INC.

By: /s/ Polys Hajioannou_______________

Name: Polys Hajioannou

Title: President and Director

MACHAIRIOTISSA HOLDINGS INC.

By: /s/ Polys Hajioannou_______________

Name: Polys Hajioannou

Title: Director

USActive 58293230.1

[Signature Page to Amendment No. 1]

USActive 58293230.1

Document

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

RESTRICTIVE COVENANT AGREEMENT

This Amendment No. 1 to the Second Amended and Restated Restrictive Covenant Agreement (this “Amendment”), dated as of October 4, 2022, is entered into by and among Safe Bulkers, Inc. (the “Company”) and Polys Hajioannou (“P. Hajioannou”). All capitalized terms appearing herein that are not otherwise shall have the meanings ascribed to them in the Second Amended and Restated Restrictive Covenant Agreement, dated as of August 2, 2017 (the “Existing Agreement”).

WHEREAS, the parties hereto are parties to the Existing Agreement;

WHEREAS, pursuant to Section 7.1 of the Existing Agreement, the parties thereto

may amend the Existing Agreement by an instrument in writing; and WHEREAS, the parties hereto wish to amend the Existing Agreement as set forth herein to clarify that certain acquisitions of Drybulk Vessels by P. Hajioannou or any entity under his control shall not be prohibited by Article III of the Existing Agreement, and not to otherwise alter the rights of any of the parties thereto.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and

covenants in this Amendment, the parties, intending to be legally bound, hereby agree as follows:

Section 1. Amendment to Section 1.1. Section 1.1 of the Existing Agreement

is hereby amended by adding a new definition for “Minority Invested Business” as follows in the appropriate alphabetical order.

“Minority Invested Business” shall have the meaning set forth in Section 3.2(e).

Section 2. Amendment to Section 3.2. Section 3.2 of the Existing Agreement

is hereby amended by adding a new clause (e) as follows:

USActive 58293231.1

Drybulk Vessel Business, and not to present to the Minority Invested Business or otherwise exploit any such opportunity or offer except to the extent refused by the majority of the Independent Directors; and (iv) P. Hajioannou shall deliver by June 30 of each year a written report to the Company as of December 31 of the previous year which will describe: P. Hajioannou’s aggregate percentage ownership in the Minority Invested Business; a list of vessels (name of vessel, IMO number, year built, flag, and classification society), including an indication of any purchases and sales completed during the year; chartering performance of the fleet based on the annual Time Charter Equivalent (TCE) rate of the fleet, the cost structure as described by the vessels’ daily operating expenses (OPEX) and a statement that the vessels are not managed by the Managers. For the avoidance of doubt, nothing in this Section 3.2(e) shall prevent P. Hajioannou from serving on the board of directors or other governing body of the Minority Invested Business and P. Hajioannou shall not be deemed to control such Minority Invested Business as a result of such position so long as P. Hajioannou is not a party to any agreement, arrangement or understanding relating to the investment or management decisions of such Minority Invested Business. For the purpose of this Section 3.2(e) it is understood and agreed that commercial management for any Drybulk Vessels owned by such Minority Invested Business shall not be performed by any person or entity which P. Hajioannou controls or in which P. Hajioannou has an equity interest unless approved by the majority of the Independent Directors.”

Section 3. Miscellaneous.

(a)Interpretation. The parties hereto have participated jointly in the

(b)Governing Law. This Amendment shall be governed by, and construed in

accordance with, the laws of England.

(c)Counterparts. This Agreement may be executed in one or more written

counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

(d)Ratification of the Existing Agreement. Except as expressly amended

hereby, the Existing Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect.

[Signature pages follow]

USActive 58293231.1

-2-

IN WITNESS WHEREOF the parties hereto have caused this Amendment to be

duly executed as of and on the date first above written.

SAFE BULKERS, INC.

By: /s/ Loukas Barmparis__________

Name: Loukas Barmparis

Title: President

POLYS HAJIOANNOU

By: /s/ Polys Hajioannou_________

[Signature Page to Amendment No. I ]

USActive 58293231.1

Document

Dated 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015, as amended and restated on 22 February 2016, as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further amended and restated on 26 July 2017, as further amended and restated on 3 October 2018, as further amended and restated on 28 March 2019, as amended by a supplemental agreement dated 30 May 2020, as further amended and restated pursuant to a deed of amendment, restatement, release and confirmation dated 27 September 2021 and as further amended and restated pursuant to an amendment and restatement agreement dated 10 October 2022

SAFE BULKERS, INC.

as Borrower

and

THE FINANCIAL INSTITUTIONS
listed in Schedule 1

as Original Lenders

and

DNB (UK) LIMITED

as Mandated Lead Arranger

and

DNB BANK ASA

as Agent and Sustainability Agent

and

DNB BANK ASA

as Swap Provider

and

DNB BANK ASA

as Security Agent

AMENDED AND RESTATED LOAN AGREEMENT

relating to a

$30,000,000 term loan facility and a
$30,000,000 reducing revolving facility

Index

Clause Page


Section 1 Interpretation			3
1 Definitions and Interpretation			3
Section 2 The Loan			35
2 The Loan			35
3 Purposes			35
4 Conditions of Utilisation			35
Section 3 Utilisation			38
5 Advance			38
Section 4 Repayment, Prepayment and Cancellation			39
6 Repayment			39
7 Illegality, Prepayment and Cancellation			39
Section 5 Costs of Utilisation			45
8 Rate Switch			45
9 Interest			46
10 Interest Periods			49
11 Changes to the Calculation of Interest			50
12 Fees			52
Section 6 Additional Payment Obligations			54
13 Tax Gross Up and Indemnities			54
14 Increased Costs			63
15 Other Indemnities			64
16 Mitigation by the Lenders			66
17 Costs and Expenses			67
Section 7 Security and Application of Moneys			69
18 Security Documents and Application of Moneys			69
Section 8 Representations, Undertakings and Events of Default			74
19 Representations			74
20 Information Undertakings			79
21 Financial Covenants			82
22 General Undertakings			83
23 Events of Default			91
Section 9 Changes to Parties			96
24 Changes to the Lenders			96
25 Changes to the Security Parties			100
Section 10 The Finance Parties			101
26 Role of the Agent, the Security Agent, the Sustainability Agent and the Arranger			101
27 Conduct of Business by the Finance Parties			111
28 Sharing among the Finance Parties			111
Section 11 Administration			114
29 Payment Mechanics			114

EUROPE/71227769v4


30 Set-Off			118
31 Notices			118
32 Calculations and Certificates			121
33 Partial Invalidity			121
34 Remedies and Waivers			122
35 Amendments and Waivers			122
36 Confidentiality			128
37 Disclosure of Lender Details by Agent			132
38 Counterparts			133
Section 12 Governing Law and Enforcement			134
39 Governing Law			134
40 Enforcement			134
41 Bail-In			134

Schedules


Schedule 1 The Original Lenders			136
Schedule 2			137
Part A Conditions Precedent			137
Part B Conditions Subsequent			142
Schedule 3 Drawdown Request			143
Schedule 4 Form of Transfer Certificate			144
Schedule 5 Form of Assignment Agreement			147
Schedule 6 Form of Compliance Certificate			150
Schedule 7 Reducing Revolcing Facility			152
Schedule 8 Form of Sustainability Certificate			153
Schedule 9 Details of the Ships			155
Schedule 10 Compounded Rate Terms			156
Schedule 11 Daily Non-Cumulative Compounded RFR Rate			160
Schedule 12 Cumulative Compounded RFR Rate			162

Execution


Execution Page			163

EUROPE/71227769v4

THIS AGREEMENT is made on 22 September 2014 as amended by supplemental agreements dated 20 February 2015 and 15 December 2015, as further amended and restated by an amending and restating agreement dated 22 February 2016, as further amended by supplemental agreements dated 1 June 2016 and 8 December 2016, as further amended and restated by an amending and restating agreement dated 26 July 2017, as further amended and restated by an amending and restating agreement dated 3 October 2018, as further amended and restated by an amending and restating agreement dated 28 March 2019, as further amended by a supplemental agreement dated 30 May 2020, as further amended and restated pursuant to the terms of the deed of amendment, restatement, release and confirmation dated 27 September 2021 and as further amended and restated pursuant to an amendment and restatement agreement dated 10 October 2022.

PARTIES

(1)SAFE BULKERS, INC., a corporation incorporated under the laws of the Republic of the Marshall Islands, with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the "Borrower")

(2)The Financial Institutions listed in Schedule 1 (The Original Lenders), each acting through its Facility Office (together the "Original Lenders" and each an "Original Lender")

(3)DNB (UK) LIMITED, incorporated under the laws of England, acting as mandated lead arranger through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England (in that capacity, the "Arranger")

(4)DNB BANK ASA, incorporated under the laws of Norway, acting as agent through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England (in that capacity, the "Agent")

(5)DNB BANK ASA, incorporated under the laws of Norway, acting as swap provider through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England (in that capacity, the "Swap Provider")

(6)DNB BANK ASA, incorporated under the laws of Norway, acting as security agent through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England (in that capacity, the "Security Agent")

(7)DNB BANK ASA, incorporated under the laws of Norway, acting as agent through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England (in that capacity, the "Sustainability Agent")

BACKGROUND

(A)Each Collateral Owner is a wholly owned subsidiary of the Borrower and is the registered owner of the relevant Vessel and has registered that Vessel under an Approved Flag.

(B)Each of the Original Lenders has agreed to advance to the Borrower (i) a secured term loan facility of up to $30,000,000 and (ii) a reducing revolving credit facility of up to the Maximum Available Amount which when aggregated shall not exceed the lesser of (1) the Total Commitments and (2) 50 per cent. of the aggregate Market Values of the Vessels, to refinance part of the Existing Indebtedness in respect of the Vessels and to provide capital for general corporate purposes of the Group.

EUROPE/71227769v4

(C)This Agreement sets out the terms and conditions on which the Lenders have agreed to make available to the Borrower:

(i)a term loan facility not exceeding $30,000,000; and

(ii)a reducing revolving credit facility not exceeding $30,000,000.

OPERATIVE PROVISIONS

2 EUROPE/71227769v4

Section 1

INTERPRETATION

1DEFINITIONS AND INTERPRETATION

40.1Definitions

In this Agreement:

"Acceptable Bank" means a bank or financial institution which has a rating for its long-term unsecured and non-credit-enhanced debt obligations of A- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or A3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

"Acceptable Charter" means, in respect of a Vessel or any other Group Vessel:

(a)each Existing Charter Provided that:

(i)it has an unexpired term of at least three (3) months' duration;

(ii)it remains secured by the Existing Charter Performance Guarantee relevant thereto;

(iii)in the opinion of the Agent (at its absolute discretion) the financial condition of the charterer who is a party thereto has not deteriorated; and

(iv)it has not been terminated, repudiated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect other than by effluxion of time; and

(b)any other time charter or other contract of employment which:

(i)has an unexpired term of at least three (3) months' duration; and

(ii)has been entered into by and between the respective Collateral Owner or the respective owner of any other Group Vessel (as the case may be) and a charterer which has a minimum credit rating of "BBB-" or better according to Standard and Poor's or "Baa3" or better according to Moody's; and/or

(iii)has not been terminated, repudiated, cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full force and effect, at any time during the Facility Period,

or any other charter acceptable to the Agent.

"Account Holder" means DNB Bank ASA, acting through its office at 8th Floor, The Walbrook Building, 25 Walbrook, London EC4N 8AF, England or any other bank or financial institution which at any time, with the Security Agent's prior written consent (such consent not to be unreasonably withheld or delayed), holds the Earnings Accounts.

3 EUROPE/71227769v4

"Accounting Information" means the annual financial statements and/or quarterly financial statements to be provided by the Borrower to the Agent in accordance with Clause 20.1 (Financial statements).

"Account Security Deed" means the account security deed referred to in Clause 18.1(d) (Security Documents).

"Additional Business Day" means any day specified as such in the Compounded Rate Terms.

"AER" means, in relation to an AER Reference Vessel for a preceding calendar year, the efficiency ratio of that AER Reference Vessel using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit grams of CO2 per tonne per mile and calculated as follows:

where:

(a)Ci is based on fuel consumption multiplied by the relevant CO2 factor (3.114 for Heavy Fuel Oil (HFO), 3.15104 for Low Fuel Oil (LFO), 3.206 for Marine Diesel Oil (MDO) and the relevant CO2 factor for biofuel) per departure voyage i;

(b)dwt is the deadweight at maximum summer draught of the relevant AER Reference Vessel;

(c)Di is the distance travelled on the voyage; and

(d)such calculation is based on all voyages performed by that AER Reference Vessel during that calendar year.

"AER Delta Average" means, in relation to a calendar year, the aggregated AER Vessel Delta for the AER Reference Vessels for that calendar year.

"AER Reference Vessels" means all vessels owned by any member of the Group.

"AER Trajectory Values" means, in relation to an AER Reference Vessel, in relevant the value defined in the following Poseidon Principles reporting guidance sheet for each respective year and vessel size relevant to that AER Reference Vessel - https://www.poseidonprinciples.org/wp-content/uploads/2020/06/Poseidon-Principles-Reporting-and-Trajectories-Guidance-Sheet.pdf.

"AER Vessel Delta" means, in relation to an AER Reference Vessel, the difference between the AER and the AER Trajectory Value in respect of that AER Reference Vessel.

"Administration" has the meaning given to it in paragraph 1.1.3 of the ISM Code.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

4 EUROPE/71227769v4

"Amendment Date" has the meaning given to the term "Effective Date" in the Deed of Amendment, Restatement, Release and Confirmation.

"Annex VI" means Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"Applicable Margin" means, in relation to a Facility:

(e)the Initial Margin for that Facility; or

(f)on and from 1 January 2022 and at any time thereafter at which it falls to be determined, the Initial Margin for that Facility as reduced or increased by the Sustainable Margin Adjustment, as determined in accordance with Clause 9.6 (Margin Adjustment).

"Approved Classification Society" means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Vessel specified in Schedule 9 (Details of the Ships) or the equivalent classification with another Approved Classification Society.

"Approved Flag" means, in relation to a Ship, as at the date of this Agreement, the flag specified in relation to that Vessel in Schedule 9 (Details of the Ships) or, at any other times, such other flag acceptable to the Agent.

"Approved Shipbroker" means each of Arrow Chartering (UK), Braemar Seascope Group, Clarksons PLC and Fearnleys and any other reputable, independent and first class firm of ship brokers requested by the Borrower and accepted by the Agent in its absolute discretion (such acceptance not to be unreasonably withheld or delayed).

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignments" means all the forms of assignment referred to in Clause 18.1(b) (Security Documents).

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

"Availability Period" means, in relation to:

(g)the Term Loan Facility the period from and including the Amendment Date to and including 30 September 2021; and

(h)the Reducing Revolving Facility, the period from and including the Amendment Date to the date falling three months prior to the Termination Date.

"Backstop Rate Switch Date" means 30 June 2023 or any other date agreed as such between the Agent, the Majority Lenders and the Borrower.

5 EUROPE/71227769v4

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means, in relation to:

(i)an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(j)any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(k)the United Kingdom, the UK Bail-In Legislation.

"Break Costs" means the amount (if any) by which:

(l)in respect of any Term Rate Loan:

(i)the interest (excluding the Applicable Margin) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or that Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds

(ii)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; and

(m)in respect of any Compounded Rate Loan, any amount specified as such in the Compounded Rate Terms.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in New York, Athens and London and, in relation to:

(n)any date for payment or purchase of an amount relating to a Compounded Rate Loan; or

(o)the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan or otherwise in relation to the determination of the length of such an Interest Period,

which is an Additional Business Day relating to that Compounded Rate Loan.

"Cash" means, at any time, cash credited to a bank account in the name of any of the Borrower, the Collateral Owners or a member of the Group and to which the Borrower, the Collateral Owners or a member of the Group are beneficially entitled to.

6 EUROPE/71227769v4

"Central Bank Rate" has the meaning given to that term in the Compounded Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the Compounded Rate Terms.

"Central Bank Rate Spread" has the meaning given to that term in the Compounded Rate Terms.

"Charged Property" means all of the assets of the Security Parties which from time to time are, or are expressed to be, the subject of the Security Documents.

"Charter" means, in respect of a Vessel, any charter or contract of employment of a duration which is equal to or exceeds or (inclusive of any extension option) is capable of exceeding twelve (12) months on the terms and subject to the conditions of which a Collateral Owner has chartered or will charter its Vessel to a charterer.

"Code" means the US Internal Revenue Code of 1986.

"Collateral Owners" means together Eniadefhi Shipping Corporation ("Eniadefhi") and Maxdodeka Shipping Corporation ("Maxdodeka"), each a corporation incorporated under the laws of the Republic of Liberia whose registered address is at 80 Broad Street, Monrovia, Liberia, Gloverfour Shipping Corporation ("Gloverfour"), Gloverfive Shipping Corporation ("Gloverfive") and Youngone Shipping Corporation ("Youngone"), each a corporation incorporated under the laws of the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and "Collateral Owner" means each one of them.

"Commitment" means a Term Commitment or a Revolving Commitment.

"Commitment Fee" means the commitment fee paid or to be paid by the Borrower to the Agent under Clause 12.2 (Commitment Fee).

"Compliance Certificate" means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate).

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

(p)is, or is scheduled to become, payable under any Finance Document; and

(q)relates to a Compounded Rate Loan.

"Compounded Rate Loan" means the Loan, part of the Loan or, if applicable, Unpaid Sum which is, or becomes, a "Compounded Rate Loan" pursuant to Clause 8 (Rate Switch).

"Compounded Rate Supplement" means a document which:

(r)is agreed in writing by the Borrower and the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders);

(s)specifies the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

7 EUROPE/71227769v4

(t)has been made available to the Borrower and each Finance Party.

"Compounded Rate Terms" means the terms set out in Schedule 10 (Compounded Rate Terms) or in any Compounded Rate Supplement.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(u)the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(v)the applicable Credit Adjustment Spread.

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(w)is agreed in writing by the Borrower, the Agent (in its own capacity) and the Agent (acting on the instructions of Majority Lenders);

(x)specifies a calculation methodology for that rate; and

(y)has been made available to the Borrower and each Finance Party.

"Confidential Information" means all information relating to any Security Party, the Finance Documents or the Loan of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Loan from either:

(z)any Security Party or any of its advisers; or

(aa)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Security Party or any of its advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(i)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 36 (Confidentiality); or

(ii)is identified in writing at the time of delivery as non-confidential by any Security Party or any of its advisers; or

(iii)is known by that Finance Party before the date the information is disclosed to it in accordance with (a) or (b) or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any Security Party and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

8 EUROPE/71227769v4

"Confidentiality Undertaking" means a confidentiality undertaking substantially in a recommended form of the Loan Market Association at the relevant time.

"Confirmation" means a Confirmation exchanged or deemed to be exchanged between the Swap Provider and the Borrower as contemplated by the Master Agreement.

"Consolidated Group Leverage" means at any relevant time Consolidated Total Liabilities divided by Consolidated Total Assets.

"Consolidated Total Assets" means, at any date, the aggregate of:

(a)the then current Market Values of all Group Vessels (in the case of a Vessel and any Group Vessel, the Market Value shall be conclusively determined by reference only to the most recent valuation(s) of such Vessel and such Group Vessel (as the case may be));

(b)the then current aggregate amount of Cash, Marketable Securities (but excluding Marketable Securities accounted for in the definition of Consolidated Total Liabilities below) and receivables due to the Group (less provision for bad and doubtful debts) as shown in the latest financial statements of the Borrower; and

(c)the book values of all other assets (other than the assets referred to in sub-paragraphs (a) and (b) hereof) excluding amounts classified as "Accrued revenue resulting from varying charter rates" as shown in the latest financial statements of the Borrower.

"Consolidated Total Liabilities" means, at the relevant date and for a particular period, the aggregate of the consolidated Financial Indebtedness of the Group shown in the latest consolidated financial statements for the Group (excluding (i) amounts classified as "Deferred revenue resulting from varying charter rates" as shown in the latest relevant financial statements and (ii) liabilities to its shareholders, provided that they are subordinated on terms acceptable to the Agent in its discretion).

"Credit Support Document" means any document described as such in the Master Agreement and any other document referred to in any such document which has the effect of creating security in favour of any of the Finance Parties.

"Credit Support Provider" means any person (other than the Borrower) described as such in the Master Agreement.

"Current Shareholders" has the meaning given in the Side Letter.

"CTA" means the Corporation Tax Act 2009.

"Credit Adjustment Spread" means, in respect of any Compounded Rate Loan, any rate which is specified as such in the Compounded Rate Terms.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 12 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

9 EUROPE/71227769v4

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 11 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Compounded Rate Terms.

"Debt" means the aggregate (as of the date of calculation) of all obligations of the Group then outstanding for the payment or repayment of Financial Indebtedness as stated in the Accounting Information then most recently required to be delivered pursuant to Clause 20.1 (Financial statements) including, without limitation:

(d)any amounts payable by the Group under leases, including, but not limited to, time chartering contracts, or similar arrangements over their respective periods;

(e)any credit to the Group from a supplier of goods or under any instalment purchase or other similar arrangement;

(f)the aggregate amount then outstanding of liabilities and obligations of third parties to the extent that they are guaranteed by the Group;

(g)any contingent liabilities (including any taxes or other payments under dispute or arbitration) which have been or, under GAAP, should be recorded in the notes to the Group's financial statements; and

(h)any deferred tax liabilities.

"Deed of Amendment and Restatement" means the deed of amendment, restatement, release and confirmation dated 28 March 2019 and made between, among others, (i) the Borrower, (ii) the Collateral Owners and Shikokuexi Shipping Inc., (iii) the Original Lender, (iv) the Arranger, (v) the Agent, (vi) the Swap Provider and (vii) the Security Agent.

"Deed of Amendment, Restatement, Release and Confirmation" means the deed of amendment, restatement, release and confirmation dated 27 September 2021 and made between (i) the Borrower, (ii) the Collateral Owners, (iii) the Original Lender, (iv) the Arranger, (v) the Agent, (vi) the Swap Provider and (vii) the Security Agent setting out the terms and conditions upon which this Agreement and certain other Finance Documents have been amended, restated and/or supplemented.

"Deed of Covenants" means the deed of covenants referred to in Clause 18.1(a) (Security Documents).

"Default" means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Defaulting Lender" means any Lender:

(i)which has failed to make its participation in a Drawing available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its

10 EUROPE/71227769v4

participation in a Drawing available) by the relevant Drawdown Date in accordance with Clause 5.3 (Lenders' participation);

(j)which has otherwise rescinded or repudiated a Finance Document; or

(k)with respect to which an Insolvency Event has occurred and is continuing,

unless, in the case of (a):

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and

payment is made within three Business Days of its due date; or

(ii)the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disruption Event" means either or both of:

(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Loan (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i)from performing its payment obligations under the Finance Documents; or

(ii)from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

"DOC" means, in relation to the ISM Company, a valid Document of Compliance issued for the ISM Company by the Administration under paragraph 13.2 of the ISM Code.

"Drawdown Date" means the date on which a Drawing is advanced under Clause 5 (Advance).

"Drawdown Request" means a notice substantially in the form set out in Schedule 3 (Drawdown Request).

11 EUROPE/71227769v4

"Drawing" means any one amount advanced or to be advanced pursuant to a Drawdown Request or, where the context permits, the amount advanced and for the time being outstanding and "Drawings" means more than one of them.

"EBITDA" means, as of the last day of each semi-annual period ending on 30 June or 31 December, the consolidated net pre-taxation profits of the Group ending on such day, as stated in the then most recent and relevant Accounting Information, as such profits are adjusted by:

(a)adding back Interest Expense;

(b)taking no account of any exceptional or extraordinary item;

(c)adding back depreciation and amortisation;

(d)deducting any non-cash income and non-cash gains; and

(e)taking no account of any revaluation of an asset or any loss or gain over book value arising on the disposal of an asset (otherwise than in the ordinary course of trading) by a member of the Group.

"Earnings" means (i) all hires, freights, pool income and other sums payable to or for the account of a Collateral Owner in respect of a Vessel including (without limitation) all remuneration for salvage and towage services, demurrage and detention moneys, contributions in general average, compensation in respect of any requisition for hire, and damages and other payments (whether awarded by any court or arbitral tribunal or by agreement or otherwise) for breach, termination or variation of any contract for the operation, employment or use of a Vessel.

"Earnings Accounts" means:

(f)a bank account opened in the name of Eniadefhi with the Account Holder and designated "Eniadefhi Shipping Corporation - Earnings Account" with account number 63646001;

(g)a bank account opened in the name of Maxdodeka with the Account Holder and designated "Maxdodeka Shipping Corporation - Earnings Account" with account number 63940001;

(h)a bank account opened in the name of Gloverfour with the Account Holder and designated "Gloverfour Shipping Corporation - Earnings Account" with account number 65422001;

(i)a bank account opened in the name of Gloverfive with the Account Holder and designated "Gloverfive Shipping Corporation - Earnings Account" with account number 65423001; and

(j)a bank account opened in the name of Youngone with the Account Holder and designated "Youngone Shipping Corporation - Earnings Account" with account number 66491001,

and "Earnings Account", means any one of them.

12 EUROPE/71227769v4

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Effective Date" has the meaning given to it in the Deed of Amendment, Restatement, Release and Confirmation.

"Encumbrance" means a mortgage, charge, assignment, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Laws.

"Environmental Claim" means any claim, proceeding, formal notice or investigation by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

(k)any release, emission, spill or discharge into a Vessel or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from a Vessel; or

(l)any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than a Vessel and which involves a collision between a Vessel and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Vessel is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Vessel and/or any Security Party and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(m)any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from a Vessel and in connection with which a Vessel is actually or potentially liable to be arrested and/or where any Security Party and/or any operator or manager of a Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

"Environmental Law" means any present or future law or regulation relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

13 EUROPE/71227769v4

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.

"EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

"Event of Default" means any event or circumstance specified as such in Clause 23 (Events of Default).

"Existing Charter" means, in respect of:

(n)m.v. "KANARIS", a capesize bulk carrier vessel registered in the ownership of Maxpente Shipping Corporation (the "Kanaris Owner") under the laws and flag of the Marshall Islands, a time charter dated 7 February 2008 as amended and/or supplemented from time to time and made between the Kanaris Owner as owner and Energy Eastern Pte. Ltd. as charterer for a daily charter hire of $25,928 with a termination date not earlier than June 2031; and

(o)m.v. "PELOPIDAS", a capesize bulk carrier vessel registered in the ownership of Eptaprohi Shipping Corporation (the "Pelopidas Owner") under the laws and flag of the Marshall Islands, a time charter dated 25 June 2008 as amended and/or supplemented from time to time and made between the Pelopidas Owner as owner and Global Chartering Limited as charterer for a daily charter hire of $38,000 with a termination date not earlier than December 2021,

and, in the plural, means all of them.

"Existing Charter Performance Guarantee" means, in respect of each Existing Charter, the guarantee of the obligations of the charterer who is a party thereto granted by the parent company of such charterer in favour of the relevant owner.

"Existing Indebtedness" means the outstanding Loan under this Agreement as at the Amendment Date.

"Facility" means each of the Term Loan Facility and the Reducing Revolving Facility and in the plural means both of them.

"Facility Office" means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"Facility Period" means the period beginning on the date of this Agreement and ending on the date when the whole of the Indebtedness has been paid in full and the Security Parties have ceased to be under any further actual or contingent liability to the Finance Parties under or in connection with the Finance Documents.

14 EUROPE/71227769v4

"FATCA" means:

(p)sections 1471 to 1474 of the Code or any associated regulations;

(q)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(r)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Application Date" means, in relation to:

(s)a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(t)a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means any letter or letters between the Arranger and the Borrower (or the Agent and the Borrower or the Security Agent and the Borrower) setting out any of the fees referred to in Clause 12 (Fees).

"Finance Documents" means this Agreement, the Deed of Amendment and Restatement, the Deed of Amendment, Restatement, Release and Confirmation, the Master Agreement, the Security Documents, any Fee Letter, any Compounded Rate Supplement, any Compounding Methodology Supplement and any other document designated as such by the Agent and the Borrower together and "Finance Document" means any one of them.

"Finance Parties" means the Arranger, the Agent, the Security Agent, the Sustainability Agent the Swap Provider and the Lenders and "Finance Party" means any one of them.

"Financial Indebtedness" means any indebtedness for or in respect of:

(u)moneys borrowed and debit balances at banks or other financial institutions;

(v)any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(w)any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

15 EUROPE/71227769v4

(x)the amount of any liability in respect of any finance or capital lease;

(y)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(z)any actual amount which is due as a result of the termination or close-out of any Treasury Transaction;

(aa)any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of (i) an underlying liability of an entity which is not a Security Party or a member of the Group which liability would fall within one of the other sections of this definition or (ii) any liabilities of any Security Party or any other member of the Group relating to any post-retirement benefit scheme;

(ab)any amount classified as borrowings under GAAP;

(ac)any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than 120 days after the date of supply;

(ad)any amount raised under any other transaction (including any forward sale or purchase, sale and sale back or sale and leaseback agreement) having the commercial effect of a borrowing or otherwise classified as borrowings under GAAP; and

(ae)the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j).

"Funding Rate" means any individual rate notified by a Lender to the Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 11.5 (Cost of funds).

"GAAP" means generally accepted accounting principles in the United States of America.

"Group" means the Borrower and its Subsidiaries for the time being, including without limitation the Collateral Owners.

"Group Lender" means each lender that is party to a Group Loan Agreement, and in the plural means all of them.

"Group Loan Agreement" means each loan agreement entered into between a Group Lender and the Borrower and/ or any Subsidiaries of the Borrower, and in the plural means all of them.

"Group Vessel" means any vessel owned by, leased by under a financial lease or constructed for (in the case of a newbuilding under construction) the account of any member of the Group.

"Guarantee" means the guarantee and indemnity of each Guarantor referred to in Clause 18.1(c) (Security Documents).

16 EUROPE/71227769v4

"Guarantor" means each Collateral Owner and/or (where the context permits) any other person who shall at any time during the Facility Period give to the Lenders or to the Security Agent on their behalf a guarantee and/or indemnity for the payment of all or part of the Indebtedness.

"Hadjioannou Family" means the members outlined in paragraphs (b) and (c) of the definition of the "Current Shareholders".

"Holding Company" means, in relation to a person, any other person in respect of which it is a Subsidiary.

"IAPPC" means a valid international air pollution prevention certificate for a Vessel issued under Annex VI.

"Impaired Agent" means the Agent at any time when:

(af)it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(ag)the Agent otherwise rescinds or repudiates a Finance Document;

(ah) (if the Agent is also a Lender) it is a Defaulting Lender under (a) or (b) of the definition of "Defaulting Lender"; or

(ai)an Insolvency Event has occurred and is continuing with respect to the Agent;

unless, in the case of (a):

(i)its failure to pay is caused by:

(A)administrative or technical error; or

(B)a Disruption Event; and

payment is made within three Business Days of its due date; or

(ii)the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

"Indebtedness" means the aggregate from time to time of: the amount of the Loan outstanding; all accrued and unpaid interest on the Loan; and all other sums of any nature (together with all accrued and unpaid interest on any of those sums) payable to any of the Finance Parties under all or any of the Finance Documents.

"Initial Margin" means, in relation to:

(a)the Term Loan Facility, 1.85 per cent. per annum; and

(b)the Reducing Revolving Facility, 2.30 per cent. per annum.

"Insolvency Event" in relation to an entity means that the entity:

(c)is dissolved (other than pursuant to a consolidation, amalgamation or merger);

17 EUROPE/71227769v4

(d)becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(e)makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(f)institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(g)has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in (d) and:

(i)results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or

(ii)is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;

(h)has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(i)has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(j)seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in (d));

(k)has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;

(l)causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in (a) to (i); or

18 EUROPE/71227769v4

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the events specified in (a) to (j).

"Insurances" means all policies and contracts of insurance (including all entries in protection and indemnity or war risks associations) which are from time to time taken out or entered into in respect of or in connection with a Vessel or her increased value or the Earnings and (where the context permits) all benefits under such contracts and policies, including all claims of any nature and returns of premium.

"Interest Expense" means all paid or payable interest, charges and expenses in the nature of interest (whether paid, payable or capitalised) incurred by the Group and as stated in the financial statements then most recently required to be delivered pursuant to Clause 20.1 (Financial statements).

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

"Interpolated Screen Rate" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(m)the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Term Rate Loan; and

(n)the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Term Rate Loan,

each as of 11.00 a.m. (London time) on the Quotation Day for the currency of the Loan;

"Inventory of Hazardous Material" means, in relation to a Vessel, a statement of compliance issued by the relevant classification society/shipyard which includes a list of any and all materials known to be potentially hazardous utilised in the construction of that Vessel.

"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention.

"ISM Company" means, at any given time, the company responsible for each Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.

"ISPS Code" means the International Ship and Port Facility Security Code.

"ISSC" means a valid international ship security certificate for each Vessel issued under the ISPS Code.

"ITA" means the Income Tax Act 2007.

"Joint Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership or any other entity.

"Legal Opinion" means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 4.4 (Conditions subsequent).

19 EUROPE/71227769v4

"Legal Reservations" means:

(o)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(p)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(q)similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(r)any qualifications contained in any Legal Opinion.

"Lender" means:

(s)any Original Lender; and

(t)any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 24 (Changes to the Lenders),

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.

"LIBOR" means, in relation to any Term Rate Loan:

(a)the applicable Screen Rate for dollars as of 11:00 a.m. (London time) on the Quotation Day and for a period equal in length to the Interest Period of that Term Rate Loan; or

(b)as otherwise determined pursuant to Clause 11.1 (Unavailability of Screen Rate before Rate Switch Date),

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

"LMA" means the Loan Market Association or any successor organisation.

"Loan" means, in relation to:

(a)the Term Loan Facility, the loan made or to be made available under that Facility; and

(b)the Reducing Revolving Facility, the Drawings made or to be made available under that Facility,

or, as the context may require the aggregate principal amount outstanding for the time being of the borrowings under the both Facilities and a "part of the Loan" means any other part of the Loan as the context may require.

"Lookback Period" means the number of days specified as such in the Compounded Rate Terms.

20 EUROPE/71227769v4

"Majority Lenders" means a Lender or Lenders whose Commitments aggregate more than 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% of the Total Commitments immediately prior to the reduction).

"Management Agreements" means, the agreements for the commercial and/or technical management of the Vessels between the Collateral Owners and the Managers and "Management Agreement" means any one of them.

"Managers" means either (i) Safety Management Overseas S.A. ("SMO"), of the Republic of Panama, whose registered office is at Edificio Torre Universal, Piso 12, Avenida Federico Boyd, P.O. Box 8807, Panama, Republic of Panama or (ii) Safe Bulkers Management Limited ("SBM"), of the Republic of Cyprus, with registration number HE 341369 and whose registered office is at Panteli Katelari 16, Diagoras House, 7th Floor, 1097 Nicosia, Cyprus or (iii) such other commercial and/or technical managers of the Vessels nominated by a Collateral Owner respectively as the Agent may approve (such approval not to be unreasonably withheld or delayed).

"Managers' Undertakings" means the written undertakings of the Managers whereby, throughout the Facility Period unless otherwise agreed by the Agent:

(c)they will remain the commercial or technical managers of each Vessel (as the case may be);

(d)they will not, without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed, subcontract or delegate the commercial or technical management of each Vessel (as the case may be) to any third party;

(e)the interests of the Managers in the Insurances will be assigned to the Security Agent with first priority; and

(f)(following the occurrence of an Event of Default) all claims of the Managers against the relevant Collateral Owner shall be subordinated to the claims of the Finance Parties under the Finance Documents.

"Market Disruption Rate" means the rate specified as such in the Compounded Rate Terms.

"Market Value" means the value of a Vessel or any other Group Vessel conclusively determined in accordance with Clause 18.11 (Market Value Determination).

"Marketable Securities" means any bonds, stocks, notes or bills payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Agent.

"Master Agreement" means the Novated Master Agreement and any ISDA Master Agreement (or any other form of master agreement relating to interest or currency exchange transactions) entered into between the Swap Provider and the Borrower during the Facility Period, including each Schedule to any Master Agreement and each Confirmation exchanged under any Master Agreement.

"Master Agreement Benefits" means all benefits whatsoever of the Borrower under or in connection with the Master Agreement including, without limitation, all moneys payable to

21 EUROPE/71227769v4

the Borrower under the Master Agreement and all claims for damages in respect of any breach by the Swap Provider of the Master Agreement.

"Master Agreement Charge" means the deed of charge referred to in Clause 18.1(e) (Security Documents).

"Material Adverse Effect" means in the reasonable opinion of the Majority Lenders a material adverse effect on:

(g)the business and the financial condition of the Group taken as a whole; or

(h)the ability of any Security Party to perform its obligations under any Finance Document; or

(i)the validity or enforceability of, or the effectiveness or ranking of any Encumbrance granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

"Maximum Available Amount" means, on the Amendment Date, an amount not exceeding $30,000,000, as such amount shall be reduced on each Reduction Date or otherwise cancelled or reduced under this Agreement.

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(j)Other than where paragraph (b) applies:

(i)(subject to sub-paragraph (iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(iii)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

(k)in relation to an Interest Period for any Compounded Rate Loan (or any other period for the accrual of commission or fees after the Rate Switch Date) for which there are rules specified as "Business Day Conventions" in the Compounded Rate Terms, those rules shall apply.

The above rules will only apply to the last Month of any period.

"Mortgage" means the first preferred or priority statutory mortgage referred to in Clause 18.1(a) (Security Documents), together with the Deed of Covenants, if applicable.

"Mortgagees' Insurances" means all policies and contracts of mortgagees' interest insurance, mortgagees' additional perils (oil pollution) insurance and, in the event that an Event of

22 EUROPE/71227769v4

Default has occurred, any other insurance from time to time taken out by the Security Agent in relation to a Vessel.

"Net Worth" means Consolidated Total Assets less Consolidated Total Liabilities.

"New Lender" has the meaning given to that term in Clause 24.1 (Assignments and transfers by the Lenders).

"Novated Master Agreement" means the master agreement (on the ISDA 1992 form) and schedule thereto both dated 27 December 2012 made between each of Eniadefhi, Maxdodeka, Eniaprohi Shipping Corporation ("Eniaprohi"), Pelea Shipping Ltd. ("Pelea"), Avstes Shipping Corporation ("Avstes") and Marindou Shipping Corporation ("Marindou)" (as joint and several co-obligors) and the Swap Provider (as swap provider), as amended, supplemented and novated pursuant to a novation agreement dated 4 November 2014 and made between Eniadefhi, Maxdodeka, Eniaprohi, Pelea, Avstes and Marindou (as transferor), the Borrower (as transferee) and the Swap Provider (as remaining party), pursuant to which each of Avstes, Eniadefhi, Maxdodeka, Eniaprohi, Pelea and Marindou novated their rights and obligations thereunder to the Borrower on the terms and subject to the conditions contained therein.

"Original Financial Statements" means the audited consolidated financial statements of the Borrower for the financial year ended 31 December 2013.

"Original Jurisdiction" means, in relation to a Security Party, the jurisdiction under whose laws that Security Party is incorporated as at the date of this Agreement.

"Party" means a party to this Agreement.

"Permitted Disposal" means any sale, lease, licence, transfer or other disposal which, except in the case of (b), is on arm's length terms:

(l)of trading stock or cash made by any Security Party;

(m)of any asset by any Security Party (the "Disposing Company") to any other Security Party (the "Acquiring Company"), but if:

(i)the Disposing Company had given any Encumbrance over the asset, the Acquiring Company must give an equivalent Encumbrance over that asset; and

(ii)the Disposing Company is a Guarantor, the Acquiring Company must guarantee at all times an amount no less than that guaranteed by the Disposing Company;

(n)of assets in exchange for other assets comparable or superior as to type, value and quality;

(o)of obsolete or redundant vehicles, plant and equipment for cash or asset s in accordance with (c);

(p)arising as a result of any Permitted Encumbrance; and

23 EUROPE/71227769v4

(q)of assets (other than shares) for cash where the higher of the market value and net consideration receivable (when aggregated with the higher of the market value and net consideration receivable for any other sale, lease, licence, transfer or other disposal not allowed under (a) to (f) or as a Permitted Transaction) does not exceed $3,000,000 (or its equivalent) in total during the term of this Agreement and does not exceed $500,000 (or its equivalent) in any financial year of the Borrower.

"Permitted Encumbrance" means:

(r)any Encumbrance which has the prior written approval of the Agent;

(s)any Encumbrance arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by a Security Party;

(t)any Quasi-Security arising as a result of a disposal which is a Permitted Disposal; or

(u)any liens for current crews' wages and salvage and liens incurred in the ordinary course of trading the Vessel up to an aggregate amount at any time no more than 30 days overdue.

"Permitted Transaction" means:

(v)any disposal required, Financial Indebtedness incurred, guarantee, indemnity or Encumbrance or Quasi-Security given, or other transaction arising, under the Finance Documents; or

(w)transactions (other than (i) any sale, lease, license, transfer or other disposal and (ii) the granting or creation of any Encumbrance or the incurring or permitting to subsist of Financial Indebtedness) conducted in the ordinary course of trading on arm's length terms.

"Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced from time to time.

"Quasi-Security" has the meaning given to that term in Clause 22.9 (Negative pledge).

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Market in which case the Quotation Day will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given by leading banks in the Relevant Market on more than one day, the Quotation Day will be the last of those days).

"Quoted Tenor" means any period for which the Screen Rate is customarily displayed on the relevant page or screen of an information service (other than for one week and two months).

"Rate Switch Date" means the earlier of:

(x)the Backstop Rate Switch Date; and

(y)any Rate Switch Trigger Event Date.

24 EUROPE/71227769v4

"Rate Switch Trigger Event" means:

(z)

(i)

(A)the administrator of the Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Screen Rate is insolvent,

provided that, in each case, at that time, there is no successor administrator to continue to provide the Screen Rate;

(ii)the administrator of the Screen Rate publicly announces that it has ceased or will cease, to provide the Screen Rate for any Quoted Tenor permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Screen Rate for that Quoted Tenor;

(iii)the supervisor of the administrator of the Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued for any Quoted Tenor; or

(iv)the administrator of the Screen Rate or its supervisor publicly announces that the Screen Rate for any Quoted Tenor may no longer be used; or

(aa)the supervisor of the administrator of the Screen Rate publicly announces or publishes information:

(i)stating that the Screen Rate for any Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market and the economic reality that it is intended to measure and that such representativeness will not be restored (as determined by such supervisor); and

(ii)with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication.

"Rate Switch Trigger Event Date" means:

(a)in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (i) of paragraph (a) of the definition of Rate Switch Trigger Event, the date on which the Screen Rate ceases to be published or otherwise becomes unavailable;

(b)in the case of an occurrence of a Rate Switch Trigger Event described in sub-paragraph (ii), (iii) or (iv) of paragraph (a) of the definition of Rate Switch Trigger

25 EUROPE/71227769v4

Event, the date on which the Screen Rate for the relevant Quoted Tenor ceases to be published or otherwise becomes unavailable; and

(c)in the case of an occurrence of a Rate Switch Trigger Event described in paragraph (b) of the definition of Rate Switch Trigger Event, the date on which the Screen Rate for the relevant Quoted Tenor ceases to be representative of the underlying market and the economic reality that it is intended to measure (as determined by the supervisor of the administrator of such Screen Rate).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

"Recognised Organisation" means, in respect of a Vessel, an organisation representing that Vessel's flag state and, for the purposes of Clause 22.35 (Poseidon Principles), duly authorised to determine whether the relevant Borrower has complied with regulation 22A of Annex VI.

"Reducing Revolving Facility" means the reducing revolving facility made or to be made available under this Agreement as described in paragraph (a) of Clause 2.1 (Amount).

"Reduction Amount" means each amount for reduction of the Maximum Available Amount under the Reducing Revolving Facility referred to in Schedule 7 (Reducing Revolving Facility).

"Reduction Date" means the dates on which the Maximum Available Amount shall be reduced as stipulated in Clause 6.2 (Reducing Revolving Facility).

"Reference Bank Rate" means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:

(d)if:

(i)the Reference Bank is a contributor to the Screen Rate; and

(ii)it consists of a single figure,

as the rate (applied to the relevant Reference Bank and the relevant currency and period) which contributors to the Screen Rate are asked to submit to the relevant administrator; or

(e)in any other case, as the rate at which the relevant Reference Bank could fund itself in dollars for the relevant period with reference to the unsecured wholesale funding market.

"Reference Banks" means the principal London office of DNB Bank ASA or such other bank or banks as may be appointed by the Agent in prior consultation and agreement with the Borrower.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

26 EUROPE/71227769v4

"Relevant Documents" means the Finance Documents and the Management Agreements.

"Relevant Jurisdiction" means, in relation to a Security Party:

(f)its Original Jurisdiction;

(g)any jurisdiction where any asset subject to or intended to be subject to a Security Document to be executed by it is situated;

(h)any jurisdiction where it conducts its business; and

(i)the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

"Relevant Market" means:

(j)subject to paragraph (b) below, the London interbank market; and

(k)on or after the Rate Switch Date, the market specified as such in the Compounded Rate Terms.

"Repayment Date" means the date for payment of any Repayment Instalment in accordance with Clause 6 (Repayment).

"Repayment Instalment" means any instalment of the Term Loan Facility to be repaid by the Borrower under Clause 6 (Repayment).

"Repeating Representations" means each of the representations set out in Clause 19.1 (Representations) (other than Clauses 19.1(g), 19.1(i), 19.1(j), 19.1(l), 19.1(l)(v), 19.1(n), 19.1(o), 19.1(p), 19.1(q)).

"Reporting Day" means the day specified as such in the Compounded Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the Compounded Rate Terms.

"Replacement Collateral Owner" means a company within the direct or indirect ownership and control of the Borrower which shall be acceptable to the Agent subject to receipt by the Agent beforehand of a satisfactory legal opinion provided by the Agent's legal counsel in the country of incorporation of that Replacement Collateral Owner confirming its due incorporation, capacity and its continuing existence.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition Compensation" means all compensation or other money which may from time to time be payable to a Collateral Owner as a result of a Vessel being requisitioned for title or in any other way compulsorily acquired (other than by way of requisition for hire).

"Restricted Cash Account" means a bank account opened in the name of Borrower with the Account Holder and designated "Safe Bulkers, Inc. - Restricted Cash Account" with account number 63666022.

27 EUROPE/71227769v4

"Retrofitting" means, in relation to a Vessel, the procurement and installation of a scrubber and/or a ballast water treatment system on that Vessel, procurement of spare parts, issuance of relevant class certificates and the completion of a CAP1 Survey.

"Retrofitting Cost" means, in relation to a Vessel, the aggregate of the costs incurred by the Borrower or the Collateral Owner owning that Vessel in relation to the Retrofitting of that Vessel.

"Revolver Market Value" means the Market Value of the Vessels calculated in accordance with the valuations relative thereto referred to in paragraph 4.3(c) (Drawing under the Reducing Revolving Facility).

"Revolving Commitment" means, in relation to:

(l)an Original Lender, the amount set opposite its name under the heading "Revolving Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Revolving Commitment transferred to it under this Agreement; and

(m)any other Lender, the amount of any Revolving Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Restricted Party" means a person:

(n)that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person);

(o)that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of, a country which is subject to Sanctions Laws; or

(p)that is directly or indirectly owned or controlled by a person referred to in (a) and/or (b) above; or

(q)with which any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"RFR" means the rate specified as such in the Compounded Rate Terms.

"RFR Banking Day" means any day specified as such in the Compounded Rate Terms.

"Sanctions Authority" means the Norwegian State, the United Nations, the United Kingdom, the European Union, the member states of the European Union and the United States of America and any authority acting on behalf of any of them in connection with Sanctions Laws.

"Sanctions Laws" means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, Executive Orders or notices from

28 EUROPE/71227769v4

regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

"Sanctions List" means any list of persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions Authority.

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate).

"Scrubber Vessel" means each of Vessel A, Vessel B and Vessel E.

"Secured Parties" means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

"Security Documents" means the Mortgage, the Assignments, the Supplemental General Assignments, each Guarantee, the Account Security Deed, the Supplemental Account Security Deed, the Managers' Undertakings, the Master Agreement Charge, the Supplemental Master Agreement Charge and any other Credit Support Documents or (where the context permits) any one or more of them, and any other agreement or document which may at any time be executed by any person as security for the payment of all or any part of the Indebtedness and "Security Document" means any one of them.

"Security Parties" means the Borrower, a Collateral Owner, the Managers, any other Credit Support Provider, and any other person who may at any time during the Facility Period be liable for, or provide security for, all or any part of the Indebtedness, and "Security Party" means any one of them.

"Side Letter" means the side letter evidencing the Current Shareholders of the Borrower on the Effective Date issued by the Borrower in favour of the Agent in such form as the Agent may require.

"SMC" means a valid safety management certificate issued for a Vessel by or on behalf of the Administration under paragraph 13.7 of the ISM Code.

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"Subsidiary" means a subsidiary undertaking within the meaning of section 1162 of the Companies Act 2006.

"Subordinated Debt Security" means a security over Financial Indebtedness of a Collateral Owner entered into or to be entered into by the relevant member of the Group in favour of the Security Agent in an agreed form.

"Supplemental Account Security Deed" means the account security deed supplementing the Account Security Deed.

"Supplemental General Assignment" means each general assignment supplementing the Assignments.

29 EUROPE/71227769v4

"Supplemental Master Agreement Charge" means the master agreement charge supplementing the Account Security Deed.

"Sustainability Certificate" means, in relation to a calendar year, a certificate addressed to the Agent and the Sustainability Agent and in the form set out in Schedule 8 (Form of Sustainability Certificate) or any other form agreed between the Borrower and the Substantiality Agent.

"Sustainable Margin Adjustment" means an adjustment to the Applicable Margin subject to and in accordance with Clause 9.6 (Margin Adjustment).

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Term Commitment" means, in relation to:

(r)an Original Lender, the amount set opposite its name under the heading "Term Commitment" in Schedule 1 (The Original Lenders) and the amount of any other Term Commitment transferred to it under this Agreement; and

(s)any other Lender, the amount of any Term Commitment transferred to it under this Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Term Loan Facility" means, the term loan facility made or to be made available under this Agreement as described in paragraph (a)of Clause 2.1 (Amount).

"Term Rate Loan" means the Loan, part of the Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

"Termination Date" means, the earlier of:

(t)the date falling 60 months after the Amendment Date; and

(u)30 September 2026.

"Total Revolving Commitments" means the aggregate of the Revolving Commitments, being $30,000,000 at the Amendment Date.

"Total Term Commitments" means the aggregate of the Term Commitments, being $30,000,000 at the Amendment Date.

"Total Commitments" means the aggregate of the Total Revolving Commitments and the Total Term Commitments, being $60,000,000 at the Amendment Date.

"Total Loss" means:

(v)an actual, constructive, arranged, agreed or compromised total loss of a Vessel; or

30 EUROPE/71227769v4

(w)the requisition for title or compulsory acquisition of a Vessel by any government or other competent authority (other than by way of requisition for hire); or

(x)the capture, seizure, arrest, detention, hijacking, piracy, theft, condemnation as prize, confiscation or forfeiture of a Vessel (not falling within (b)), unless the Vessel in question is released and returned to the possession of the relevant Collateral Owner within 1 month (but in the case of piracy one hundred and eighty (180) days) after the capture, seizure, arrest, detention, hijacking, piracy, theft, condemnation as prize, confiscation or forfeiture in question.

"Transaction" means a transaction entered into between the Swap Provider and the Borrower governed by the Master Agreement.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

(y)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(z)the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

"Treasury Transactions" means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

"Trust Property" means:

(aa)all benefits derived by the Security Agent from Clause 18 (Security Documents and Application of Moneys); and

(ab)all benefits arising under (including, without limitation, all proceeds of the enforcement of) each of the Security Documents,

with the exception of any benefits arising solely for the benefit of the Security Agent.

"UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Unpaid Sum" means any sum due and payable but unpaid by any Security Party under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means:

(ac)a Security Party which is resident for tax purposes in the US; or

31 EUROPE/71227769v4

(ad)a Security Party some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

"VAT" means:

(ae)any value added tax imposed by the Value Added Tax Act 1994;

(af)any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(ag)any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.

"Vessels" means the following dry bulk carrier vessels with the deadweight tonnage and IMO numbers set out below and built in the year set out below and everything now or in the future belonging to them on board and ashore, each currently registered under the laws and flag of the Republic of Cyprus in the ownership of the respective Collateral Owner set out below and "Vessel" means any one of them:


Name of Vessel	Collateral Owner	Defined as	Dwt	IMO number	Year of build
MARTINE	Eniadefhi	"Vessel A"	87,000	9411537	2009
ANDREAS K	Maxdodeka	"Vessel B"	91,800	9438121	2009
KYPROS BRAVERY	Gloverfour	"Vessel C"	77,078	9694490	2015
KYPROS LOYALTY	Gloverfive	"Vessel D"	77,078	9717424	2015
PEDHOULAS CHERRY	Youngone	"Vessel E"	82,000	9738040	2015

"VTL Coverage" has the meaning given to it in Clause 18.10 (Additional security).

"Write-down and Conversion Powers" means, in relation to:

(ah)any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(ai)the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right

32 EUROPE/71227769v4

had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(aj)any other applicable Bail-In Legislation:

(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)any similar or analogous powers under that Bail-In Legislation.

40.2Construction

Unless a contrary indication appears, any reference in this Agreement to:

(a)any "Lender", the "Borrower", any "Security Party" the "Arranger", the "Agent", the "Swap Provider", any "Secured Party", the "Security Agent", the "Sustainability Agent", any "Finance Party" or any "Party" shall be construed so as to include its successors in title, permitted assignees and permitted transferees;

(b)a document in "agreed form" is a document which is previously agreed in writing by or on behalf of the Borrower and the Agent;

(c)"assets" includes present and future properties, revenues and rights of every description;

(d)a Lender's "cost of funds" in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan;

(e)a "Finance Document", a "Security Document", a "Relevant Document" or any other document is a reference to that Finance Document, Security Document, Relevant Document or other document as amended, novated, supplemented, extended or restated from time to time in accordance with its terms;

(f)a "group of Lenders" includes all the Lenders;

(g)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(h)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership or other entity (whether or not having separate legal personality);

33 EUROPE/71227769v4

(i)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but which the Finance Party applying the same is required to comply with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(j)a provision of law is a reference to that provision as amended or re-enacted from time to time; and

(k)a time of day (unless otherwise specified) is a reference to London time.

40.3Headings

Section, Clause and Schedule headings are for ease of reference only.

40.4Defined terms

(a)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(b)A reference in this Agreement to a page or screen of an information service displaying a rate shall include:

(i)any replacement page of that information service which displays that rate; and

(ii)the appropriate page of such other information service which displays that rate from time to time in place of that information service,

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Agent after consultation with the Borrower.

(c)A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(d)Any Compounded Rate Supplement overrides anything in:

(i)Schedule 10 (Compounded Rate Terms); or

(ii)any earlier Compounded Rate Supplement.

(e)A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i)Schedule 11 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 12 (Cumulative Compounded RFR Rate), as the case may be; or

(ii)any earlier Compounding Methodology Supplement.

40.5Default

A Default (other than an Event of Default) is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not been remedied or waived.

34 EUROPE/71227769v4

40.6Currency symbols and definitions "$", "USD" and "dollars"

Denote the lawful currency of the United States of America.

40.7Third party rights

A person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.

40.8Offer letter

This Agreement supersedes the terms and conditions contained in any correspondence relating to the subject matter of this Agreement exchanged between any Finance Party and the Borrower or their respective representatives before the date of this Agreement.

35 EUROPE/71227769v4

Section 2

THE LOAN

2THE LOAN

40.1Amount

Subject to the terms of this Agreement, the Lenders agree to make available to the Borrower:

(a)a secured term loan facility in an amount not exceeding the Total Term Commitments; and

(b)a reducing revolving credit facility not exceeding the Maximum Available Amount at any one time.

40.2Finance Parties' rights and obligations

(a)The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from a Security Party shall be a separate and independent debt.

(c)A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3PURPOSES

40.1Purposes

The Borrower has applied or, as the case may be, shall apply the Loan for the purposes referred to in Background (B).

40.2Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed under this Agreement.

4CONDITIONS OF UTILISATION

40.1Initial conditions precedent

(a)The Lenders will only be obliged to comply with Clause 5.3 (Lenders' participation) in relation to the advance of a Drawing if on or before the relevant Drawdown Date, the Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.

(b)Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in Clause 4.1(a) (Initial conditions

36 EUROPE/71227769v4

precedent), the Lenders authorise the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

40.2Further conditions precedent

The Lenders will only be obliged to advance a Drawing if on the date of the relevant Drawdown Request and on the proposed Drawdown Date:

(a)no Event of Default is continuing and no notice has been issued pursuant to Clause 23.2 (Acceleration) in respect thereof; and

(b)the representations made by the Borrower under Clause 19 (Representations) are true.

40.3Drawling limit

(a)The Lenders will only be obliged to advance one Drawing under the Term Loan Facility.

(b)The Lenders will only be obliged to advance a Drawing under the Reducing Revolving Facility if:

(i)no other Drawing has been made on the same Business Day;

(ii)that Drawing will not result in there being more than six Drawings in total;

(iii)that Drawing is in a minimum amount of $1,000,000 (or integral multiples of such amount);

(iv)that Drawing will not result in the VTL Coverage (to be calculated in accordance with Clause 18.11 (Market Value Determination) and provided in each case within 15 days of the relevant Drawdown Date) being less than 135 per cent. of the aggregate of the amount of the Loan immediately following that Drawing; and

(v)that Drawing will not increase the outstanding amount of the Reducing Revolving Facility to a sum in excess of the Maximum Available Amount.

(c)The aggregate amount of all Drawings shall be an amount which is the lesser of:

(i)the Total Commitments; and

(ii)50 per cent. of the aggregate Market Value of the Vessels.

40.4Conditions subsequent

The Borrower undertakes to deliver or to cause to be delivered to the Agent within 7 days after the first Drawdown Date the additional documents and other evidence listed in Part B of Schedule 2 (Conditions Subsequent).

40.5No waiver

(a)If the Lenders in their sole discretion agree to advance a Drawing to the Borrower before all of the documents and evidence required by Clause 4.1 (Initial conditions precedent) have been delivered to or to the order of the Agent, the Borrower undertakes to deliver all outstanding documents and evidence to or to the order of the Agent no later than 21 days

37 EUROPE/71227769v4

after the relevant Drawdown Date or such other date specified by the Agent (acting on the instructions of all the Lenders).

(b)The advance of a Drawing under this Clause 4.5 (No waiver) shall not be taken as a waiver of the Lenders' right to require production of all the documents and evidence required by Clauses 4.1 (Initial conditions precedent) and 4.4 (Conditions subsequent).

40.6Form and content

All documents and evidence delivered to the Agent under this Clause shall:

(a)be in form and substance acceptable to the Agent; and

(b)if required by the Agent, be certified, notarised, legalised or attested in a manner acceptable to the Agent.

38 EUROPE/71227769v4

Section 3

UTILISATION

5ADVANCE

40.1Delivery of a Drawdown Request

(a)The Borrower may request a Drawing to be advanced by delivery to the Agent of a duly completed Drawdown Request not more than ten and not fewer than three Business Days before the proposed Drawdown Date.

(b)Only one Drawdown Request may be delivered in respect of the Term Loan Facility.

40.2Completion of a Drawdown Request

A Drawdown Request is irrevocable and will not be regarded as having been duly completed unless:

(a)it is signed by an authorised signatory of the Borrower;

(b)the proposed Drawdown Date is a Business Day within the Availability Period;

(c)the proposed Interest Period complies with Clause 10 (Interest Periods); and

(d)the amount of the proposed Drawing complies with Clause 4.3 (Drawing Limit).

40.3Lenders' participation

(a)Subject to Clauses 2 (The Loan), 3 (Purposes) and 4 (Conditions of Utilisation), each Lender shall make its participation in any Drawing available by the relevant Drawdown Date through its Facility Office.

(b)The amount of each Lender's participation in any Drawing will be equal to the proportion borne by its Commitment to the Total Commitments.

40.4Cancellation of Commitment

(a)The Term Commitments which are unutilised at the end of the Availability Period for the Term Loan Facility shall then be cancelled.

(b)The Revolving Commitments which are unutilised at the end of the Availability Period for the Reducing Revolving Facility shall then be cancelled.

39 EUROPE/71227769v4

Section 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6REPAYMENT

40.1Repayment of Term Loan Facility

The Borrower agrees to repay the Term Loan Facility to the Agent for the account of the Lenders in 20 equal consecutive quarterly instalments each in an amount equal to $1,500,000 (each a "Repayment Instalment"), the first instalment falling due on the date falling three calendar months after the Drawdown Date of the Term Loan Facility, and each subsequent instalment at three monthly intervals thereafter, and the final instalment falling due on the Termination Date, provided that, if the amount of the Term Loan Facility actually advanced is less than $30,000,000, the aggregate amount of the Repayment Instalments shall be reduced on a pro rata basis by an amount equal to such undrawn amount.

40.2Reducing Revolving Facility

The Borrower shall on each Reduction Date pay the amount required so that the amount of the Reducing Revolving Facility as at that Reduction Date does not exceed the Maximum Available Amount (as reduced by the relevant Reduction Amount applicable to that Reduction Date) as set out in Schedule 7 (Reducing Revolving Facility).

40.3Termination Date

On the Termination Date, the Borrower shall additionally pay to the Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

40.4Reborrowing

(a)The Borrower may not reborrow any part of the Term Loan Facility which is repaid or prepaid.

(b)Amounts under the Reducing Revolving Facility which are repaid or prepaid shall be available for reborrowing in accordance with Clause 4 (Conditions of Utilisation) prior to the end of the relevant Availability Period in accordance with the terms of this Agreement.

7ILLEGALITY, PREPAYMENT AND CANCELLATION

40.1Illegality

If it becomes unlawful in any jurisdiction (other than by reason of Sanctions Laws) for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

(a)without limitation to the Agent's right under Clause 7.1(b) (Illegality, Prepayment an Cancellation) to cancel immediately, that Lender shall promptly notify the Agent upon becoming aware of that event and shall use its reasonable endeavours to change its lending office within ten (10) Business Days from the date thereof;

(b)upon the expiry of ten (10) Business Days from the time the Agent is notified by the Lender of the relevant illegality and provided the Lender has been unable to change its lending office

40 EUROPE/71227769v4

and/or otherwise to remedy such illegality, the Agent shall notify the Borrower in writing that the Commitment of that Lender will be immediately cancelled; and

(c)the Borrower shall repay that Lender's participation in the Loan on the last day of its current Interest Period or, if earlier, the date specified by that Lender in the notice delivered to the Agent and notified by the Agent to the Borrower (being no earlier than the last day of any applicable grace period permitted by law) and the Maximum Available Amount shall be reduced by the amount of that Lender's Commitment in the Reducing Revolving Facility.

40.2Voluntary cancellation

The Borrower may, on not less than three (3) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part of a Facility (but, if in part, being a minimum amount of $1,000,000).

40.3Voluntary prepayment of Loan

(a)The Borrower may, on not less than 5 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice prepay the whole or any part of the Term Loan Facility (but, if in part, being an amount that reduces the Term Loan Facility by an amount which is an integral multiple of one million dollars ($1,000,000)).

(b)Any prepayment under this Clause 7.3 (Voluntary prepayment of Loan) shall reduce the amount of each Repayment Instalment in direct order of maturity for each Repayment Date falling after that prepayment.

40.4Right of cancellation and prepayment in relation to a single Lender

(a)If:

(i)any sum payable to any Lender by the Borrower is required to be increased under Clause 13.2(b) (Tax gross-up); or

(ii)any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Lender ("Cancellation Notice") and/or its intention to procure the repayment of that Lender's participation in the Loan ("Repayment Notice").

(b)On receipt of a cancellation notice referred to in Clause 7.4(a) (Right of cancellation and prepayment in relation to a single Lender) in relation to a Lender, the Commitment(s) of that Lender shall immediately be reduced to zero.

(c)On the last day of the Interest Period in respect of the Loan which ends after the Borrower has given a repayment notice under Clause 7.4(a) (Right of cancellation and prepayment in relation to a single Lender) in relation to a Lender (or, if earlier, the date specified by the Borrower in that repayment notice), the Borrower shall repay that Lender's participation in the Loan together with all interest and other amounts accrued under the Finance Documents.

41 EUROPE/71227769v4

(d)For the avoidance of doubt, the Borrower has the right to send its Cancellation Notice and its Repayment Notice in one notice.

40.5Mandatory prepayment on sale or Total Loss

(a)If a Vessel is sold by a Collateral Owner (subject to Clause 7.6 (Vessel Substitution Option)) or becomes a Total Loss, the Borrower shall, simultaneously with any such sale (the "Sale Mandatory Prepayment Date") or on the earlier of the date falling 150 days after any such Total Loss and the date on which the proceeds of any such Total Loss are realised (the "Total Loss Prepayment Date") prepay the Loan in an amount equal to the higher of:

(i)an amount which equals the Market Value of that Vessel, divided by the aggregate Market Value of all Vessels multiplied by the Loan; and

(ii)an amount which when applied against the Loan results in the VTL Coverage being at least equal to 120 per cent.,

(the "Prepayment Amount").

(b)The Prepayment Amount or, as the case may be, the Deposit (if the same is not released in accordance with the terms of Clause 7.6(a) (Vessel Substitution Option)) shall be applied firstly pro rata between each Facility and thereafter against the Repayment Instalments and Reduction Amounts (as applicable) in direct order of maturity. The Maximum Available Amount will be permanently reduced by the amount of the prepayment applied against the outstanding Reduction Amounts. The calculation of the Market Value of a Vessel for the purpose of this Clause will be based on valuations not older than 30 days prior to the date of such prepayment (to be calculated in accordance with Clause 18.11 (Market Value Determination)).

(c)Following such prepayment, the Collateral Owner which owns that Vessel, at the cost of and on the request of the Borrower, will be released from its obligations under this Agreement and the Security Documents to which it is a party, unless an Event of Default has occurred and is continuing.

40.6Vessel Substitution Option

(a)As an alternative to paying the Prepayment Amount if a Vessel is sold by a Collateral Owner, the Borrower may, on the Sale Mandatory Prepayment Date, transfer to the Restricted Cash Account an amount equal to the Prepayment Amount (a "Deposit"). The Deposit shall be released to the Borrower on the date on which the Agent is satisfied that the conditions in Clause 7.6 (Vessel Substitution Option) have been met (so long as this occurs during the Substitution Period). If the Deposit has not been released by the last day (inclusive) of the Substitution Period, it shall be applied in prepayment of the Loan in accordance with Clause 7.5 (Mandatory Prepayment on sale or Total Loss).

(b)If a Vessel is sold by a Collateral Owner (and the Borrower has opted to pay a Deposit in accordance with Clause 7.5(a)) (Mandatory prepayment on sale of Total Loss) or becomes a Total Loss (the "Disposed Vessel"), the Borrower may (and, if the Borrower decides to provide a Replacement Vessel, it shall procure that the Replacement Collateral Owner and each other Security Party shall) on the date falling no later than 150 days after any such sale or, in the case of a Total Loss, the Total Loss Prepayment Date (the "Substitution Period"):

42 EUROPE/71227769v4

(i)replace the Disposed Vessel with a Replacement Vessel;

(ii)promptly do all such acts or execute all such documents (including agreements, assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent); and

(iii)provide to the Agent such applicable documents and other evidence listed in Schedule 2 in relation to that Replacement Collateral Owner, each in form and substance reasonably satisfactory to the Agent; and

(iv)the Replacement Vessel must be a vessel registered under an Approved Flag in the ownership of a Replacement Collateral Owner, acceptable to the Agent in its absolute discretion (each, a "Replacement Vessel") having a Market Value which, when aggregated with the Market Value of the other Vessels and any additional security provided by the Borrower, including without limitation, any part of the Deposit referred to in Clause 7.5(a) (Mandatory prepayment on sale or Total Loss) (and taking into account any prepayment made pursuant to Clause 7.5(b) (Mandatory prepayment on sale or Total Loss)) results in the VTL Coverage being at least equal to the VTL Coverage maintained immediately prior to the sale or Total Loss of the Disposed Vessel.

40.7Ownership and control

(a)If:

(i)the Current Shareholders:

(A)own less than thirty per cent. (30%) of the voting shares in the Borrower; or

(B)own less shares in the Borrower than any other person or group of persons, acting alone or in consent, without the prior written consent of the Majority Lenders;

(ii)Mr. Polys Hadjioannou or any other member of the Hadijoannou Family appointed by the Current Shareholders cease to hold the position of the chairman or chief executive officer of the Borrower; and/or

(iii)any person or group of persons, other than the Current Shareholders, acting alone or in concert gains Control of the Borrower; and/or

(iv)the Borrower's shares are quoted on the New York Stock Exchange or Nasdaq National Market in New York or any other internationally recognised stock exchange acceptable to the Lenders and Mr. Polys Hadjioannou owns less than 20 per cent. of the issued and fully paid share capital of the Borrower; and/or

(v)the Borrower's shares cease to be quoted on the New York Stock Exchange or Nasdaq National Market in New York or any other internationally recognised stock exchange acceptable to the Lenders and:

43 EUROPE/71227769v4

(A)Mr. Polys Hadjioannou beneficially holds, directly or indirectly, less than fifty one per cent (51%) of the voting and ownership rights in the shares of the Borrower; and

(B)subject to paragraph (A)above, the total share capital of the Borrower is not beneficially held directly or indirectly by:

(1)the Current Shareholders; or

(2)such shareholders as may be approved by the Agent pursuant to the terms of a shareholders' agreement on terms acceptable to the Agent (at its absolute discretion); and/or

(vi)the Borrower ceases to directly or indirectly own and control 100 per cent. of any Guarantor,

the Borrower shall promptly notify the Agent upon becoming aware of that event and if the Majority Lenders so require, the Agent shall, by not less than 10 Business Days' notice to the Borrower, cancel each Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the each Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

(b)For the purpose of this Clause:

"acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition (directly or indirectly) of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate Control of the Borrower.

"Control" means, in relation to the Borrower:

(a)the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Borrower; or

(ii)appoint or remove all, or the majority, of the directors or other equivalent officers of the Borrower; or

(iii)give directions with respect to the operating and financial policies of the Borrower; and/or

(b)the holding beneficially of more than 50 per cent. of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).

40.8Right of cancellation in relation to a Defaulting Lender

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days' notice of cancellation of the Commitment of that Lender. On that notice becoming effective, the Commitment of the

44 EUROPE/71227769v4

Defaulting Lender shall immediately be reduced to zero. The Agent shall as soon as practicable after receipt of that notice notify all the Lenders.

40.9Restrictions

(a)Any notice of prepayment or cancellation given under this Clause 7 (Illegality, Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment or cancellation is to be made and the amount of that prepayment or cancellation.

(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

(c)The Borrower shall not repay, prepay or cancel all or any part of the Loan except at the times and in the manner expressly provided for in this Agreement.

(d)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(e)If the Agent receives a notice under this Clause 7 (Illegality, Prepayment and Cancellation) it shall promptly forward a copy of that notice to the Borrower or the affected Lender, as appropriate.

45 EUROPE/71227769v4

Section 5

COSTS OF UTILISATION

8RATE SWITCH

40.1Switch to Compounded Reference Rate

Subject to Clause 8.2 (Delayed switch for existing Term Rate Loans), on and from the Rate Switch Date:

(a)use of the Compounded Reference Rate will replace the use of LIBOR for the calculation of interest for the Loan or any part of the Loan; and

(b)the Loan or any part of the Loan or Unpaid Sum shall be a "Compounded Rate Loan" and Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to the Loan, any such part of the Loan or Unpaid Sum.

40.2Delayed switch for existing Term Rate Loans

If the Rate Switch Date falls before the last day of an Interest Period for a Term Rate Loan:

(a)the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall continue to be a Term Rate Loan for that Interest Period and Clause 9.1 (Calculation of interest – Term Rate Loans) shall continue to apply to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period;

(b)any provision of this Agreement which is expressed to relate solely to a Compounded Rate Loan shall not apply in relation to the Loan, relevant part of the Loan or Unpaid Sum (as applicable) for that Interest Period; and

(c)on and from the first day of the next Interest Period (if any) for the Loan, relevant part of the Loan or Unpaid Sum (as applicable):

(i)the Loan, relevant part of the Loan or Unpaid Sum (as applicable) shall be a "Compounded Rate Loan"; and

(ii)Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall apply to it.

40.3Early termination of Interest Periods for existing Term Rate Loans

If:

(a)an Interest Period for a Term Rate Loan would otherwise end on a day which falls after the Rate Switch Date; and

(b)before the date of selection of that Interest Period:

(i)the Backstop Rate Switch Date was scheduled to occur during that Interest Period; or

(ii)notice of a Rate Switch Trigger Event Date falling during that Interest Period had been given pursuant to sub-paragraph (ii) of paragraph (a) of Clause 8.4 (Notifications by Agent),

46 EUROPE/71227769v4

(iii)that Interest Period will instead end on the Rate Switch Date.

40.4Notifications by Agent

(a)Subject to paragraph (c) below, following the occurrence of a Rate Switch Trigger Event, the Agent shall:

(i)promptly upon becoming aware of the occurrence of that Rate Switch Trigger Event, notify the Borrower and the Lenders of that occurrence; and

(ii)promptly upon becoming aware of the date of the Rate Switch Trigger Event Date applicable to that Rate Switch Trigger Event, notify the Borrower and the Lenders of that date.

(b)The Agent shall, promptly upon becoming aware of the occurrence of the Rate Switch Date, notify the Borrower and the Lenders of that occurrence.

(c)The Parties agree that the FCA Cessation Announcement constitutes a Rate Switch Trigger Event, that the Rate Switch Trigger Event Date applicable to such Rate Switch Trigger Event will be 1 July 2023 and that the Agent is not under any obligation under paragraph (a) above to notify any Party of such Rate Switch Trigger Event or Rate Switch Trigger Event Date resulting from the FCA Cessation Announcement.

(d)For the purposes of paragraph (c) above, the "FCA Cessation Announcement" means the announcement on 5 March 2021 by the UK's Financial Conduct Authority that all LIBOR settings will, as of certain specified future dates, either cease to be provided by any administrator or no longer be representative of the market and economic reality that they are intended to measure and that such representativeness will not be restored.

9INTEREST

40.1Calculation of interest – Term Rate Loans

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of:

(a)the Applicable Margin; and

(b)LIBOR.

40.2Calculation of interest – Compounded Rate Loans

(a)The rate of interest on each Compounded Rate Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of:

(i)the Applicable Margin; and

(ii)the applicable Compounded Reference Rate for that day.

(b)If any day during an Interest Period for a Compounded Rate Loan is not a RFR Banking Day, the rate of interest on that Compounded Rate Loan for that day will be the rate applicable to the immediately preceding RFR Banking Day.

47 EUROPE/71227769v4

40.3Payment of interest

The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (and, if the Interest Period in respect of a Term Rate Loan is longer than three Months, on the dates falling at three Monthly intervals after the first day of the Interest Period).

40.4Default interest

(a)If the Borrower fails to pay any amount payable by it under a Finance Document other than a Master Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 9.4 (Default interest) shall be immediately payable by the Borrower on demand by the Agent.

(b)If an Unpaid Sum consists of all or part of a Term Rate Loan which became due on a day which was not the last day of an Interest Period relating to that Term Rate Loan:

(i)the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii)the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

40.5Notifications

(a)The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest relating to a Term Rate Loan.

(b)The Agent shall promptly upon a Compounded Rate Interest Payment being determinable, notify:

(i)the Borrower of that Compounded Rate Interest Payment;

(ii)each Lender of the proportion of that Compounded Rate Interest Payment which relates to that Lender's participation in the relevant Compounded Rate Loan; and

(iii)the Lenders and the Borrower of:

(A)each applicable rate of interest relating to the determination of that Compounded Rate Interest Payment; and

48 EUROPE/71227769v4

(B)to the extent it is then determinable, the Market Disruption Rate (if any) relating to the relevant Compounded Rate Loan.

This paragraph (b) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 11.5 (Cost of funds).

(c)The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan or any part of the Loan.

(d)The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest relating to a Compounded Rate Loan to which Clause 11.5 (Cost of funds) applies.

(e)This Clause 9.5 (Notifications) shall not require the Agent to make any notification to any Party on a day which is not a Business Day.

40.6Margin Adjustment

(a)If, on and from 1 January 2022:

(i)the AER Delta Average for the preceding year in respect of the AER Reference Vessels is less than or equal to zero, as evidenced by the Sustainability Certificate delivered to the Sustainability Agent in accordance with Clause 20.2 (Compliance Certificate and Sustainability Certificate), the Applicable Margin shall be:

(A)1.80 per cent per annum in respect of the Term Loan Facility; and

(B)2.25 per cent. per annum in respect of the Reducing Revolving Facility,

until the earlier of:

(1)the date of delivery of the next Sustainability Certificate; and

(2)the date falling 121 days after the end of the then current financial year of the Borrower;

(ii)the AER Delta Average for the preceding year in respect of the AER Reference Vessels is greater than zero as evidenced by the Sustainability Certificate delivered to the Sustainability Agent in accordance with Clause 20.2 (Compliance Certificate and Sustainability Certificate), or if the Guarantor has failed to provide the relevant Sustainability Certificate, the Applicable Margin shall be:

(A)1.85 per cent. per annum in respect of the Term Loan Facility; and

(B)2.30 per cent. per annum in respect of the Reducing Revolving Facility,

until the earlier of:

(1)the date of delivery of the next Sustainability Certificate; and

(2)the date falling 121 days after the end of the then current financial year of the Borrower.

49 EUROPE/71227769v4

(b)In determining the Applicable Margin for a calendar year, any Sustainable Margin Adjustment determined by reference to a particular calendar year applies from the date on which the Sustainability Agent confirms receipt of the Compliance Certificate in form and substance satisfactory to the Sustainability Agent and in accordance with Clause 20.2 (Compliance Certificate and Sustainability Certificate) relating to that calendar year.

10INTEREST PERIODS

40.1Selection of Interest Periods

The Borrower may select in a written notice to the Agent the duration of the Interest Period for the Loan subject as follows:

(a)each notice is irrevocable and must be delivered to the Agent by the Borrower not later than 11.00 a.m. on the Quotation Day;

(b)if the Borrower fails to give a notice in accordance with Clause 10.1(a) (Interest Periods), the relevant Interest Period will, subject to Clause 10.2 (Non-Business Days) and Clause 10.3 (Interest Periods to meet Repayment Dates), be three Months or, if the Loan or relevant part of the Loan is a Compounded Rate Loan, the period specified in the Compounded Rate Terms;

(c)subject to this Clause 10 (Interest Periods), the Borrower may select an Interest Period of 3 or 6 Months if the Loan or relevant part of the Loan is not a Compounded Rate Loan or, if the Loan or relevant part of the Loan is a Compounded Rate Loan, of any period specified in the Compounded Rate Terms or, in either case, any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders);

(d)an Interest Period in respect of the Loan or any part of the Loan shall not extend beyond the Termination Date;

(e)each Interest Period shall start on the Drawdown Date in respect of the first Drawing and end on the date which numerically corresponds to the Drawdown Date in the relevant calendar month except that, if there is no numerically corresponding date in that calendar month, the Interest Period shall end on the last Business Day in that month; and

(f)no Interest Period for a Compounded Rate Loan shall be longer than six Months.

40.2Non-Business Days

(a)Other than where paragraph (b) below applies, if an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

(b)In respect of any Compounded Rate Loan, if there are rules specified as "Business Day Conventions" in the Compounded Rate Terms, those rules shall apply to each Interest Period for that Compounded Rate Loan.

40.3Interest Periods to meet Repayment Dates or Reduction Dates

If an Interest Period will expire after the next Repayment Date or, as the case may be Reduction Date, there shall be a separate Interest Period for a part of that Loan equal to the Repayment Instalment or, as the case may be the amount due and payable on the next

50 EUROPE/71227769v4

Repayment Date or, as the case may be Reduction Date and that separate Interest Period shall expire on that next Repayment Date or, as the case may be Reduction Date.

11CHANGES TO THE CALCULATION OF INTEREST

40.1Unavailability of Screen Rate before Rate Switch Date

If LIBOR is to be determined on the basis of a Reference Bank Rate but no Reference Bank Rate is available for dollars or for the relevant Interest Period there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 11.5 (Costs of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

40.2Calculation of Reference Bank Rate

(a)Subject to paragraph (b) below, if LIBOR is to be determined on the basis of a Reference Bank Rate but a Reference Bank does not supply a quotation by 11:00 am (London time) on the Quotation Day, the Reference Bank Rate shall be calculated on the basis of the quotations of the remaining Reference Banks.

(b)If at or about noon on the Quotation Day none or only one of the Reference Banks supplies a quotation, there shall be no Reference Bank Rate for the relevant Interest Period.

40.3Interest calculation if no RFR or Central Bank Rate

If:

(a)there is no RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for a Compounded Rate Loan; and

(b)"Cost of funds will apply as a fallback" is specified in the Compounded Rate Terms,

Clause 11.5 (Cost of funds) shall apply to that Compounded Rate Loan for that Interest Period.

40.4Market disruption

(a)In the case of a Term Rate Loan, if before close of business in London on the Quotation Day for the relevant Interest Period the Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or the relevant part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of LIBOR then Clause 11.5 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

(b)In the case of a Compounded Rate Loan, if:

(i)a Market Disruption Rate is specified in the Compounded Rate Terms; and

(ii)before the Reporting Time for the Loan or any part of the Loan, the Agent receives notifications from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or the relevant part of the

51 EUROPE/71227769v4

Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of that Market Disruption Rate,

then Clause 11.5 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

40.5Costs of funds

(a)If this Clause 11.5 (Cost of funds), applies to the Loan or part of the Loan for an Interest Period, neither Clause 9.1 (Calculation of interest - Term Rate Loans) nor Clause 9.2 (Calculation of interest - Compounded Rate Loans) shall apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on each Lender's share of the Loan or that part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)the Applicable Margin; and

(ii)the rate notified to the Agent by that Lender as soon as practicable, and in any event:

(A)in relation to a Term Rate Loan, by close of business on the date falling three Business Days after the Quotation Day (or, if earlier, on the date falling three Business Days prior to the date on which interest is due to be paid in respect of that Interest Period); or

(B)in relation to a Compounded Rate Loan, by the Reporting Time for that Compounded Rate Loan,

to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

(b)If this Clause 11.5 (Cost of funds) applies and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)Subject to Clause 35.6 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)If paragraph (e) below does not apply and any rate notified to the Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)If this Clause 11.5 (Costs of funds) applies pursuant to Clause 11.3 (Interest calculation if no RFR or Central Bank Rate) and:

(i)in relation to a Term Rate Loan:

(A)a Lender's Funding Rate is less than LIBOR; or

(B)a Lender does not notify a rate to the Agent by the time specified in sub-paragraph (ii) of paragraph (a) above,

52 EUROPE/71227769v4

that Lender's cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be LIBOR,

(ii)in relation to a Compounded Rate Loan:

(A)a Lender's Funding Rate is less than the relevant Market Disruption Rate; or

(B)a lender does not notify a rate to the Agent by the time specified in sub-paragraph (ii) of paragraph (a) above,

(f)If this Clause 11.5 (Cost of Funds) applies, the Agent shall, as soon as practicable, notify the Borrower.

40.6Break Costs

(a)The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or Unpaid Sum.

(b)Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue in reasonable detail.

12FEES

40.1Upfront Fee

The Borrower shall pay an upfront fee in the amount and at the times agreed in a Fee Letter.

40.2Commitment Fee

The Borrower shall pay to the Agent (for the account of the Lenders in proportion to their Commitments) a fee:

(a)in respect of the Term Loan Facility:

(i)computed at the rate of 40 per cent. of the Applicable Margin in relation to the Term Loan Facility on the undrawn and uncancelled amount of the Term Loan Facility;

(ii)for the period commencing on the Amendment Date and ending on the earlier of the Drawdown Date of the Term Loan Facility and the end of the Availability Period in relation to the Term Loan Facility; and

(iii)on the last day of each successive period of three months which ends during the Availability Period in relation to the Term Loan Facility, on the last day of the

53 EUROPE/71227769v4

Availability Period in relation to the Term Loan Facility and (on the cancelled amount of the relevant Lender's Term Commitment) at the time the cancellation is effective;

(b) in respect of the Reducing Revolving Facility:

(i)computed at the rate of 40 per cent. of the Applicable Margin in relation to the Reducing Revolving Facility on the undrawn and uncancelled amount of the Reducing Revolving Facility;

(ii)for the period commencing on the Amendment Date and ending on the end of the Availability Period in relation to the Reducing Revolving Facility; and

(iii)on the last day of each successive period of three months which ends during the Availability Period in relation to the Reducing Revolving Facility, on the last day of the Availability Period in relation to the Reducing Revolving Facility and (on the cancelled amount of the relevant Lender's Revolving Commitment) at the time the cancellation is effective.

40.3Structuring fee

The Borrower has paid to the Arranger a structuring fee in the amount and at the times agreed in a Fee Letter.

40.4Agency fee

The Borrower has paid to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

40.5Amendment fee

The Borrower has paid to the Agent (for its own account) an amendment fee in the amount and at the times agreed in a Fee Letter.

40.6Flat fee

The Borrower shall pay to the Agent (for its own account) a flat in the amount and at the times agreed in a Fee Letter.

54 EUROPE/71227769v4

Section 6

ADDITIONAL PAYMENT OBLIGATIONS

13TAX GROSS UP AND INDEMNITIES

40.1Definitions

In this Agreement:

"Borrower DTTP Filing" means an HM Revenue & Customs' Form DTTP2 duly completed and filed by the Borrower, which:

(a)where it relates to a Treaty Lender that is an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated opposite that Lender's name in Schedule 1 (The Original Lenders), and

(i)where the Borrower is an Original Borrower, is filed with HM Revenue & Customs within 30 days of the date of this Agreement; or

(ii)where the Borrower is an Additional Borrower, is filed with HM Revenue & Customs within 30 days of the date on which the Borrower becomes an Additional Borrower; or

(b)where it relates to a Treaty Lender that is not an Original Lender, contains the scheme reference number and jurisdiction of tax residence stated in respect of that Lender in the documentation which it executes on becoming a Party as Lender, and

(i)where the Borrower is a Borrower as at the date on which that Treaty Lender becomes a Party as a Lender, is filed with HM Revenue & Customs within 30 days of that date; or

(ii)where the Borrower is not a Borrower as at the date on which that Treaty Lender becomes a Party as a Lender is filed with HM Revenue & Customs within 30 days of the date on which the Borrower becomes an Additional Borrower.

"Protected Party" means a Finance Party which is or will be subject to any liability or required to make any payment for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Qualifying Lender" means:

(a)a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is:

(i)a Lender:

(A)which is a bank (as defined for the purpose of section 879 of the ITA) making an advance under a Finance Document and is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance or would be within such

55 EUROPE/71227769v4

charge as respects such payments apart from section 18A of the CTA; or

(B)in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 879 of the ITA) at the time that that advance was made and within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or

(ii)a Lender which is:

(A)a company resident in the United Kingdom for United Kingdom tax purposes;

(B)a partnership each member of which is:

(1)a company so resident in the United Kingdom; or

(2)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA;

(C)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company; or

(iii)a Treaty Lender; or

(b)a Lender which is a building society (as defined for the purposes of section 880 of the ITA) making an advance under a Finance Document.

"Tax Confirmation" means a confirmation by a Lender that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(c)a company resident in the United Kingdom for United Kingdom tax purposes;

(d)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(ii)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account in computing its chargeable profits (within the meaning of section 19 of the CTA) the whole of any share of interest payable in respect of that advance that falls to it by reason of Part 17 of the CTA; or

56 EUROPE/71227769v4

(e)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.

"Tax Credit" means a credit against, relief or remission for, or repayment of, any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by a Security Party to a Finance Party under Clause 13.2 (Tax gross-up) or a payment by the Borrower under Clause 13.3 (Tax indemnity).

"Treaty Lender" means a Lender which:

(f)is treated as a resident of a Treaty State for the purposes of the Treaty; and

(g)does not carry on a business in the United Kingdom through a permanent establishment with which that Lender's participation in the Loan is effectively connected.

"Treaty State" means a jurisdiction having a double taxation agreement (a "Treaty") with the United Kingdom which makes provision for full exemption from tax imposed by the United Kingdom on interest.

"UK Non-Bank Lender" means:

(h)an original Lender listed in Schedule 1(The Original Lenders); and

(i)a Lender which is not an Original Lender and which gives a Tax Confirmation in the documentation which it executes on becoming a Party as a Lender.

Unless a contrary indication appears, in this Clause 13 (Tax Gross Up and Indemnities) a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.

40.2Tax gross-up

(a)The Borrower shall (and shall procure that each other Security Party shall) make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.

(b)The Borrower shall promptly upon becoming aware that it or any other Security Party must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender or Issuing Bank shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower and any such other Security Party.

(c)If a Tax Deduction is required by law to be made by the Borrower or any other Security Party, the amount of the payment due from the Borrower or that other Security Party shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

57 EUROPE/71227769v4

(d)A payment shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due:

(i)the payment could have been made to the relevant Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or

(ii)the relevant Lender is a Qualifying Lender solely by virtue of sub-paragraph (a)(ii) of the definition of "Qualifying Lender" and:

(A)an officer of H.M. Revenue & Customs has given (and not revoked) a direction (a "Direction") under section 931 of the ITA which relates to the payment and that Lender has received from the Borrower or from the other Security Party making the payment a certified copy of that Direction; and

(B)the payment could have been made to the Lender without any Tax Deduction if that Direction had not been made; or

(iii)the relevant Lender is a Qualifying Lender solely by virtue of sub-paragraph (a)(ii) of the definition of "Qualifying Lender" and:

(A)the relevant Lender has not given a Tax Confirmation to the Borrower; and

(B)the payment could have been made to the Lender without any Tax Deduction if the Lender had given a Tax Confirmation to the Borrower, on the basis that the Tax Confirmation would have enabled the Borrower to have formed a reasonable belief that the payment was an "excepted payment" for the purpose of section 930 of the ITA; or

(iv)the relevant Lender is a Treaty Lender and the Borrower or the other Security Party making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (g) or (h) (as applicable) below.

(e)If the Borrower or any other Security Party is required to make a Tax Deduction, the Borrower shall (and shall procure that such other Security Party shall) make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(f)Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall (and shall procure that such other Security Party shall) deliver to the Agent for the Finance Party entitled to the payment a statement under section 975 of the ITA or other evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(g)

58 EUROPE/71227769v4

(i)Subject to sub-paragraph (ii) below, a Treaty Lender and the Borrower shall co-operate and the Borrower shall procure that each other Security Party which makes a payment to which that Treaty Lender is entitled shall co-operate in completing any procedural formalities necessary for the Borrower or that other Security Party to obtain authorisation to make that payment without a Tax Deduction.

(ii)

(A)A Treaty Lender which becomes a Party on the day on which this Agreement is entered into that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence opposite its name in Schedule 1 (The Original Lenders); and

(B)A Treaty Lender which is not an Original Lender and that holds a passport under the HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this Agreement, shall confirm its scheme reference number and its jurisdiction of tax residence in the documentation which it executes on becoming a Party as a Lender,

and, having done so, that Lender shall be under no obligation pursuant to sub-paragraph (i) above.

(h)If a Lender has confirmed its scheme reference number and its jurisdiction of tax residence in accordance with sub-paragraph (ii) of paragraph (g) above and:

(i)a Borrower making a payment to that Lender has not made a Borrower DTTP Filing in respect of that Lender; or

(ii)a Borrower making a payment to that Lender has made a Borrower DTTP Filing in respect of that Lender but:

(A)the Borrower DTTP Filing has been rejected by HM Revenue & Customs;

(B)HM Revenue & Customs has not given the Borrower authority to make payments to that Lender without a Tax Deduction within 60 days of the date of the Borrower DTTP Filing; or

(C)HM Revenue & Customs has given the Borrower authority to make payments to that Lender without a Tax Deduction but such authority has subsequently been revoked or expired,

and in each case, the Borrower has notified that Lender in writing, that Lender and the Borrower shall co-operate in completing any additional procedural formalities necessary for the Borrower to obtain authorisation to make that payment without a Tax Deduction.

(i)If a Lender has not confirmed its scheme reference number and jurisdiction of tax residence in accordance with sub-paragraph (ii) of paragraph (g) above, the Borrower shall not make the Borrower DTTP Filing or file any other form relating to the HMRC DT Treaty Passport scheme in respect of that Lender's Commitment(s) or its participation in the Loan unless the Lender otherwise agrees.

59 EUROPE/71227769v4

(j)The Borrower shall, promptly on making the Borrower DTTP Filing, deliver a copy of the Borrower DTTP Filing to the Agent for delivery to the relevant Lender.

(k)A UK Non-Bank Lender which is an Original Lender gives a Tax Confirmation to the Borrower by entering into this Agreement.

(l)A UK Non-Bank Lender shall promptly notify the Borrower and the Agent if there is any change in the position from that set out in the Tax Confirmation.

40.3Tax indemnity

(a)The Borrower shall (within three Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)Paragraph (a) above shall not apply:

(i)with respect to any Tax assessed on a Finance Party:

(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

(ii)to the extent a loss, liability or cost:

(A)is compensated for by an increased payment under Clause 13.2 (Tax gross-up); or

(B)would have been compensated for by an increased payment under Clause 13.2 (Tax gross-up) but was not so compensated solely because one of the exclusions in paragraph (d) of Clause 13.2 (Tax gross-up) applied; or

(C)relates to a FATCA Deduction required to be made by a Party.

(c)A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d)A Protected Party shall, on receiving a payment from the Borrower under this Clause 13.3 (Tax indemnity), notify the Agent.

60 EUROPE/71227769v4

40.4Tax Credit

If the Borrower or any other Security Party makes a Tax Payment and the relevant Finance Party determines that:

(a)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)that Finance Party has obtained and utilised that Tax Credit,

that Finance Party shall pay an amount to the Borrower or to that other Security Party which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Borrower or that other Security Party.

40.5Lender status confirmation

Each Lender which is not an Original Lender shall indicate, in the documentation which it executes on becoming a Party as a Lender, and for the benefit of the Agent and without liability to any Security Party, which of the following categories it falls in:

(a)not a Qualifying Lender;

(b)a Qualifying Lender (other than a Treaty Lender); or

(c)a Treaty Lender.

If such a Lender fails to indicate its status in accordance with this Clause 13.5 (Lender status confirmation) then that Lender shall be treated for the purposes of this Agreement (including by each Security Party) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies (and the Agent, upon receipt of such notification, shall inform the Borrower). For the avoidance of doubt, the documentation which a Lender executes on becoming a Party as a Lender shall not be invalidated by any failure of a Lender to comply with this Clause 13.5 (Lender status confirmation).

40.6Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

40.7VAT

(a)All amounts expressed to be payable under a Finance Document by any Party or any Security Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Party or any Security Party under a Finance Document and such Finance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an

61 EUROPE/71227769v4

amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to the Borrower).

(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)Any reference in this Clause 13.7 (VAT) to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term "representative member" to have the same meaning as in the Value Added Tax Act 1994).

(e)In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

40.8FATCA information

(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:

(i)confirm to that other Party whether it is:

(A)a FATCA Exempt Party; or

(B)not a FATCA Exempt Party;

62 EUROPE/71227769v4

(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)Paragraph (a) above shall not oblige any Finance Party to do anything, and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)any law or regulation;

(ii)any fiduciary duty; or

(iii)any duty of confidentiality.

(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraph (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten Business Days of:

(i)where an Original Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)where the Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date;

(iii)the date a new US Tax Obligor accedes as a Borrower; or

(iv)where the Borrower is not a US Tax Obligor, the date of a request from the Agent,

supply to the Agent:

(A)a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

63 EUROPE/71227769v4

(f)The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent). The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h)The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) or (g) above without further verification. The Agent shall not be liable for any action taken by it under or in connection with paragraph (e), (f) or (g) above.

40.9FATCA Deduction

(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

14INCREASED COSTS

40.1Increased costs

(a)Subject to Clause 14.3 (Exceptions) the Borrower shall, within three Business Days of a demand by the Agent, pay to the Agent for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation or any request from or requirement of any central bank or other fiscal, monetary or other authority, in each case, made after the date of this Agreement (including Basel III (as defined in Clause 14.3 (Exceptions)) and any other which relates to capital adequacy or liquidity controls or which affects the manner in which that Finance Party allocates capital resources to obligations under this Agreement and/or the Master Agreement) or (iii) any change in the risk weight allocated by that Finance Party to the Borrower after the date of this Agreement.

(b)In this Agreement:

"Increased Costs" means:

(a)a reduction in the rate of return from the Loan or on a Finance Party's (or its Affiliate's) overall capital;

64 EUROPE/71227769v4

(b)an additional or increased cost; or

(c)a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into any Finance Document or funding or performing its obligations under any Finance Document.

40.2Increased cost claims

(a)A Finance Party intending to make a claim pursuant to Clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b)Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs in reasonable detail, provided that the relevant Finance Party shall be under no obligation to disclose any information which it in its absolute discretion deems to be confidential to its business.

40.3Exceptions

(a)Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)attributable to a Tax Deduction required by law to be made by the Borrower;

(ii)attributable to a FATCA Deduction required to be made by a Party;

(iii)compensated for by Clause 13.3 (Tax indemnity) (or would have been compensated for under Clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in Clause 13.3 (Tax indemnity) applied);

(iv)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(v)attributable to an election made by the relevant Finance Party voluntarily.

(b)In this Clause 14.3 (Exceptions):

"Tax Deduction" has the same meaning given to the term in Clause 13.1 (Definitions).

"Basel III" means:

(a)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated,;

(b)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency

65 EUROPE/71227769v4

requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011; and

(c)any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".

15OTHER INDEMNITIES

40.1Currency indemnity

If any sum due from the Borrower under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:

(a)making or filing a claim or proof against the Borrower, or

(b)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that Finance Party at the time of its receipt of that Sum.

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

40.2Other indemnities

(a)The Borrower shall, within three Business Days of demand, indemnify each Finance Party against any documented cost, loss or liability incurred by that Finance Party as a result of:

(i)the occurrence of any Event of Default;

(ii)a failure by the Borrower to pay any amount due under a Finance Document on its due date (after taking into account any applicable grace period), including without limitation, any documented cost, loss or liability arising as a result of Clause 28 (Sharing among the Finance Parties);

(iii)funding, or making arrangements to fund, a Drawing following delivery by the Borrower of a Drawdown Request but that Drawing not being advanced by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by a Finance Party alone); or

(iv)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

66 EUROPE/71227769v4

(b)The Borrower shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each such person for the purposes of this Clause 15.2 (Other indemnities) an "Indemnified Person") against any documented cost, loss or liability incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Encumbrance constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, a Vessel, unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)Subject to any limitations set out in Clause 15.2(b) (Other indemnities), the indemnity in that Clause shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions Laws; or

(ii)in connection with any Environmental Claim.

40.3Indemnity to the Agent

The Borrower shall promptly indemnify the Agent against:

(a)Any documented cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(i)investigating any event which it reasonably believes is a Default; or

(ii)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or

(iii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and

(b)any documented cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent reasonably (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 29.12 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents.

40.4Indemnity to the Security Agent

The Borrower shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

(a)any failure by the Borrower to comply with its obligations under Clause 17 (Costs and Expenses);

(b)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

67 EUROPE/71227769v4

(c)the taking, holding, protection or enforcement of the Security Documents;

(d)the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(e)any default by any Security Party in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or

(f)acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Charged Property (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

40.5Indemnity survival

The indemnities contained in this Agreement shall survive repayment of the Loan.

16MITIGATION BY THE LENDERS

40.1Mitigation

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in all or any part of the Loan ceasing to be available or any amount becoming payable under or pursuant to any of Clause 7.1 (Illegality), Clause 13 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office. The above does not in any way limit the obligations of any Security Party under the Finance Documents.

40.2Limitation of liability

The Borrower shall promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation). A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if, in its opinion (acting reasonably), to do so might be prejudicial to it.

17COSTS AND EXPENSES

40.1Transaction expenses

The Borrower, whether or not the Loan (or any part thereof) has been advanced to the Borrower, shall promptly on demand pay the Agent, the Security Agent, the Sustainability Agent and the Arranger the amount of all documented costs and expenses (including, but not limited to external legal fees) reasonably incurred by any of them (and, in the case of the Security Agent, by any Receiver or Delegate) in connection with:

(a)the negotiation, preparation, printing, execution and perfection of this Agreement and any other documents referred to in this Agreement;

(b)the negotiation, preparation, printing, execution and perfection of any other Finance Documents executed after the date of this Agreement and any amendments to the Finance Documents;

68 EUROPE/71227769v4

(c)any other document which may at any time be required by a Finance Party to give effect to any Finance Document or which a Finance Party is entitled to call for or obtain under any Finance Document (including, without limitation, any valuation of a Vessel, all premiums and other sums from time to time payable by the Security Agent in relation to the Mortgagee's Insurances and, if required by a Lender, any costs for obtaining a report from an independent marine insurance broker as to the adequacy of the Insurances effected or proposed to be effected); and

(d)any discharge, release or reassignment of any of the Security Documents.

40.2Amendment costs

Subject to Clause 17.5 (Reference rate transition costs), if (a) a Security Party requests an amendment, waiver or consent or (b) an amendment is required under Clause 29.11 (Change of currency), the Borrower shall, within three Business Days of demand, reimburse each of the Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent and the Security Agent (and, in the case of the Security Agent, by any Receiver or Delegate) in responding to, evaluating, negotiating or complying with that request or requirement.

40.3Enforcement and preservation costs

The Borrower shall, promptly upon demand, pay to each Finance Party and each other Secured Party the amount of all documented costs and expenses (including, but not limited to external legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Security Documents or enforcing those rights including (without limitation) any losses, costs and expenses which that Finance Party or other Secured Party may from time to time sustain, incur or become liable for by reason of that Finance Party or other Secured Party being mortgagee of a Vessel and/or a lender to the Borrower, or by reason of that Finance Party or other Secured Party being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Vessel.

40.4Other costs

The Borrower shall, within three Business Days of demand, pay to each Finance Party and each other Secured Party the amount of all sums which that Finance Party or other Secured Party may pay or become actually or contingently liable for on account of the Borrower in connection with a Vessel (whether alone or jointly or jointly and severally with any other person) including (without limitation) all sums which that Finance Party or other Secured Party may pay or guarantees which it may give in respect of the Insurances, any expenses incurred by that Finance Party or other Secured Party in connection with the maintenance or repair of a Vessel or in discharging any lien, bond or other claim relating in any way to a Vessel, and any sums which that Finance Party or other Secured Party may pay or guarantees which it may give to procure the release of a Vessel from arrest or detention.

69 EUROPE/71227769v4

40.5Reference rate transition costs

The Borrower shall on demand reimburse each of the Agent and the Security Agent for the amount of all documented costs and expenses (including legal fees and VAT) reasonably incurred by each Secured Party in connection with;

(a)the negotiation or entry into of any Compounded Rate Supplement or Compounding Methodology Supplement; or

(b)any amendment, waiver or consent relating to:

(i)the transition to the Compounded Reference Rate;

(ii)any Compounded Rate Supplement or Compounding Methodology Supplement; or

(iii)any change arising as a result of an amendment required under Clause 35.6 (Changes to reference rates).

70 EUROPE/71227769v4

Section 7

SECURITY AND APPLICATION OF MONEYS

18SECURITY DOCUMENTS AND APPLICATION OF MONEYS

40.1Security Documents

As security for the payment of the Indebtedness, the Borrower shall execute and deliver to the Security Agent or cause to be executed and delivered to the Security Agent the following documents in agreed form and containing such terms and conditions as the Security Agent shall require:

(a)in relation to each Vessel, a first and second preferred or priority statutory mortgage over each Vessel together with a collateral deed of covenants (if applicable);

(b)in relation to each Vessel:

(i)a first priority deed or deeds of assignment of the Insurances, Earnings, Requisition Compensation and any Charter of that Vessel (as supplemented by the Supplemental General Assignment); and

(ii)a first priority assignment of Insurances from the Managers contained in the Managers' Undertakings;

(c)a guarantee and indemnity from each Guarantor;

(d)a first priority account security deed in respect of all amounts from time to time standing to the credit of the Earnings Accounts; and

(e)a first priority deed of charge over the Master Agreement Benefits.

40.2Earnings Accounts

The Borrower shall procure that each Collateral Owner maintains its Earnings Account with the Account Holder for the duration of the Facility Period, (unless the relevant Collateral Owner is released earlier in accordance with Clause 7.5 (Mandatory prepayment on sale or Total Loss) or in accordance with the other terms of Agreement or in accordance with any terms of the Security Documents), free of Encumbrances and rights of set off other than those created by or under the Finance Documents or the standard terms of the Account Holder or any Permitted Encumbrance.

40.3Earnings

The Borrower shall procure that all Earnings and any Requisition Compensation are credited to the Earnings Account.

40.4Relocation of Accounts

At any time following the occurrence and during the continuation of a Default, the Security Agent may without the consent of the Collateral Owners instruct the Account Holder to relocate any or all of the Earnings Accounts to any other branch of the Account Holder,

71 EUROPE/71227769v4

without prejudice to the continued application of this Clause 18 (Security Documents and Application of Moneys) and the rights of the Finance Parties under the Finance Documents.

40.5Access to information

The Borrower agrees and shall procure that each Collateral Owner agrees that the Security Agent (and its nominees) may from time to time during the Facility Period review the records held by the Account Holder (whether in written or electronic form) in relation to the Earnings Accounts and irrevocably waives any right of confidentiality which may exist in relation to those records.

40.6Statements

Without prejudice to the rights of the Security Agent under Clause 18.5 (Access to information), the Borrower shall procure that the Account Holder provides to the Security Agent, no less frequently than each calendar month during the Facility Period, written statements of account showing all entries made to the credit and debit of any of the Earnings Accounts during the immediately preceding calendar month.

40.7Application after acceleration

From and after the giving of notice to the Borrower by the Agent under Clause 23.2 (Acceleration), the Borrower shall procure that all sums from time to time standing to the credit of any of the Earnings Accounts are immediately transferred to the Security Agent or any Receiver or Delegate for application in accordance with Clause 18.8 (Application of moneys by Security Agent) and the Borrower irrevocably authorises the Security Agent to instruct the Account Holder to make those transfers.

40.8Application of moneys by Security Agent

The Borrower and the Finance Parties irrevocably authorise the Security Agent or any Receiver or Delegate to apply all moneys which it receives and is entitled to receive:

(a)pursuant to a sale or other disposition of a Vessel or any right, title or interest in a Vessel; or

(b)by way of payment of any sum in respect of the Insurances, Earnings or Requisition Compensation; or

(c)by way of transfer of any sum from any of the Earnings Accounts; or

(d)otherwise under or in connection with any Security Document,

in or towards satisfaction of the Indebtedness in the following order:

(e)first, any unpaid fees, costs, expenses and default interest due to the Agent and the Security Agent (and, in the case of the Security Agent, to any Receiver or Delegate) under all or any of the Finance Documents, such application to be apportioned between the Agent and the Security Agent pro rata to the aggregate amount of such items due to each of them;

(f)second, any unpaid fees, costs, expenses (including any sums paid by the Lenders under Clause 26.11 (Lenders' indemnity to the Agent)) of the Lenders due under this Agreement,

72 EUROPE/71227769v4

such application to be apportioned between the Lenders pro rata to the aggregate amount of such items due to each of them;

(g)third, any accrued but unpaid default interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such default interest due to each of them;

(h)fourth, any other accrued but unpaid interest due to the Lenders under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such interest due to each of them;

(i)fifth, any principal of the Term Loan Facility due and payable but unpaid under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such principal due to each of them;

(j)sixth, any outstanding principal of the Reducing Revolving Facility under this Agreement, such application to be apportioned between the Lenders pro rata to the aggregate amount of such principal due to each of them and a respective reduction of the Maximum Available Amount applicable at such time, such reduction to be apportioned between the Lenders' Commitment pro rata;

(k)seventh, any other sum due and payable to any Finance Party but unpaid under all or any of the Finance Documents, such application to be apportioned between the Finance Parties pro rata to the aggregate amount of any such sum due to each of them;

Provided that any part of the Indebtedness arising out of the Master Agreement shall be satisfied on a pari passu basis with any repayment of the principal of the Loan; and

Provided that the balance (if any) of the moneys received shall be paid to the Security Parties from whom or from whose assets those sums were received or recovered or to any other person entitled to them.

40.9Retention on account

Moneys to be applied by the Security Agent or any Receiver or Delegate under Clause 18.8 (Application of moneys by Security Agent) shall be applied as soon as practicable after the relevant moneys are received by it, or otherwise become available to it, save that (without prejudice to any other provisions contained in any of the Security Documents) the Security Agent or any Receiver or Delegate may retain any such moneys by crediting them to a suspense account for so long and in such manner as the Security Agent or such Receiver or Delegate may from time to time determine with a view to preserving the rights of the Finance Parties or any of them to prove for the whole of the Indebtedness (or any relevant part) against the Borrower or any other person liable.

40.10Additional security

(a)If at any time the aggregate of the Market Value of the Vessels and the value of any additional security (such value to be the face amount of the deposit (in the case of cash) and determined conclusively by appropriate advisers appointed by the Agent, in the case of other additional security provided under Clause 18.10(b) (Additional Security), for the time being provided to the Security Agent under this Clause 18.10 (Additional security) is less than 135

73 EUROPE/71227769v4

per cent. of the aggregate of the amount of the Loan then outstanding and the amount certified by the Swap Provider to be the negative mark-to-market at the time for any derivative products entered into by the Borrower with the Swap Provider (the "VTL Coverage"), the Borrower shall, within 30 days of the Agent's request, at the Borrower's option do one or more of the following:

(i)make a cash deposit to the Restricted Cash Account secured in favour of the Security Agent as additional security for the payment of the Indebtedness; or

(ii)give to the Security Agent other additional security in amount and form acceptable to the Security Agent in its discretion; or

(iii)prepay the Loan,

to the extent required to eliminate the shortfall.

(b)Clause 7.9 (Restrictions) shall apply, mutatis mutandis, to any prepayment made under this Clause 18.10 (Additional security).

(c)Any prepayment made under this Clause 18.10 (Additional security), shall be applied against the Repayment Instalments in order of maturity.

(d)If, at any time after the Borrower has provided additional security in accordance with the Agent's request under this Clause 18.10 (Additional security) and the Agent has determined, when testing compliance with the VTL Coverage, that all or any part of that additional security may be released without resulting in a shortfall in the VTL Coverage (after the Agent has tested such VTL Coverage compliance by excluding such additional security from such calculation), and provided that such compliance has been sustained continuously for a period of three months, then the Security Agent shall effect a release of all or any part of that additional security in accordance with the Agent's instructions, but this shall be without prejudice to the Agent's right to make a further request under this Clause 18.10 (Additional security) should the value of the remaining security subsequently merit it.

40.11Market Value Determination

(a)The Market Value of a Vessel or, as the context may require, a Group Vessel, shall be the average value of two valuations dated no later than 30 days previously and each obtained from an Approved Shipbroker.

(b)If there is a difference between the two valuations obtained pursuant to paragraph (a) above in excess of ten per cent. of the lowest valuation, then the Agent shall select a third Approved Shipbroker and the Market Value of that Vessel or that Group Vessel shall be determined by the average of the three valuations.

(c)Each Approved Shipbroker appointed under this Agreement shall report directly to the Agent (on behalf of the Lenders) and shall be appointed by the Borrower not later than five (5) days after the Agent's request for the Borrower to appoint such Approved Shipbrokers. In the event that the Borrower fails to appoint such Approved Shipbrokers within five (5) days after the Agent's request to do so or if a broker appointed by the Borrower is not approved by the Agent and the Borrower fails to appoint an alternative broker who is approved by the Agent within such five (5) day period, the Borrower irrevocably authorises the Agent to appoint

74 EUROPE/71227769v4

brokers in its discretion to conduct such valuations, with such brokers to be subsequently considered as Approved Shipbrokers.

(d)All valuations pursuant to this Clause 18.11 (Market Value Determination) shall be made for the purposes of Clause 18.10 (Additional security) on the basis of a sale of a Vessel or a Group Vessel (as applicable) for prompt delivery for cash at arm's length on normal commercial terms by a willing seller to a willing buyer free of the value of any existing charter or of any other contract of employment and, for the avoidance of doubt, following the completion of a Retrofitting, taking into account the value of such Retrofitting.

(e)For the purposes of assessing compliance with the financial covenants set out in Clause 21 (Financial Covenants), the valuations of a Vessel or a Group Vessel shall be on the basis of a sale for prompt delivery for cash at arm's length on normal commercial terms by a willing seller to a willing buyer and shall include the value of an Acceptable Charter, if an Acceptable Charter is in full force and effect at the relevant time and provided that evidence thereof is provided to the Agent upon such Acceptable Charter coming in to force and in form and substance acceptable to the Agent. If an Acceptable Charter is not in force, any valuations for the purposes of Clause 21 (Financial Covenants) shall be made on a charter-free basis.

(f)The Borrower irrevocably and unconditionally agrees to accept any and all valuations determining the market value of a Vessel or any other Group Vessel obtained pursuant to this Clause 18.11 (Market Value Determination) and such determination shall be conclusive evidence of a Vessel's or any other Group Vessel's (as the case may be) market value at the date of such valuation.

40.12Cost of valuation

The Borrower shall be liable for all costs and expenses incurred by the Agent in obtaining (a) semi-annual valuations throughout the Facility Period, as of 28 September and 28 March of each calendar year required for the purposes of determining the Market Value of the Vessels pursuant to Clause 18.11 (Market Value Determination), (b) any and all valuations required for the purposes of Clause 18.10(b)(Additional security), if the additional security comprises security over a Vessel, (c) any valuations required pursuant to Schedule 2, Part A Clause 2.5 and (c) any additional valuations required by the Agent in its discretion following the occurrence and during the continuation of an Event of Default. All such valuations issued in respect of the Vessels shall be addressed to, and obtained by, the Agent (on behalf of the Lenders). Valuations issued in respect of a Group Vessel which is encumbered with a mortgage, shall be addressed to the mortgagee or relevant lender of that Group Vessel, and in respect of a Group Vessel which is not encumbered with a mortgage, shall be addressed to the relevant owner or managers of that Group Vessel.

75 EUROPE/71227769v4

Section 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19REPRESENTATIONS

40.1Representations

Subject to the Legal Reservations, the Borrower makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party.

(a)Status

Each of the Security Parties:

(i)is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation; and

(ii)has the power to own its assets and carry on its business as it is being conducted.

(b)Binding obligations

(i)the obligations expressed to be assumed by each of the Security Parties in each of the Relevant Documents to which it is a party are legal, valid, binding and enforceable obligations; and

(ii)(without limiting the generality of Clause 19.1(b)(i) (Representations)), each Security Document to which it is a party creates the security interests which that Security Document purports to create and those security interests are valid and effective.

(c)Non-conflict with other obligations

The entry into and performance by each of the Security Parties of, and the transactions contemplated by, the Relevant Documents do not conflict with:

(i)any law or regulation applicable to such Security Party;

(ii)the constitutional documents of such Security Party; or

(iii)any agreement or instrument binding upon such Security Party or any of such Security Party's assets or constitute a default or termination event (however described) under any such agreement or instrument.

(d)Power and authority

(i)Each of the Security Parties has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Relevant Documents to which it is or will be a party and the transactions contemplated by those Relevant Documents.

(ii)No limit on the powers of any Security Party will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Relevant Documents to which it is a party.

76 EUROPE/71227769v4

(e)Validity and admissibility in evidence

All Authorisations required or desirable:

(i)to enable each of the Security Parties lawfully to enter into, exercise its rights and comply with its obligations in the Relevant Documents to which it is a party or to enable each Finance Party to enforce and exercise all its rights under the Relevant Documents; and

(ii)to make the Relevant Documents to which any Security Party is a party admissible in evidence in its Relevant Jurisdictions,

have been obtained or effected and are in full force and effect, with the exception only of the registrations referred to in Part II of Schedule 2 (Conditions Subsequent).

(f)Governing law and enforcement

(i)The choice of governing law of any Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Security Party.

(ii)Any judgment obtained in relation to any Finance Document in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in the Relevant Jurisdictions of each relevant Security Party.

(g)Insolvency

No corporate action, legal proceeding or other procedure or step described in Clause 23.1(g) (Insolvency proceedings) or creditors' process described in Clause 23.1(h) (Creditors' process) has been taken or, to the knowledge of the Borrower, threatened in relation to a Security Party; and none of the circumstances described in Clause 23.1(f) (Insolvency) applies to a Security Party.

(h)No filing or stamp taxes

Under the laws of the Relevant Jurisdictions of each relevant Security Party it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in any of those jurisdictions or that any stamp, registration, notarial or similar tax or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents except registration of each Mortgage at the Ships Registry where title to the relevant Vessel is registered in the ownership of the relevant Collateral Owner and payment of associated fees, which registrations, filings, taxes and fees will be made and paid promptly after the date of the relevant Finance Document.

(i)Deduction of Tax

None of the Security Parties is required under the law of its jurisdiction of incorporation to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is:

(i)a Qualifying Lender falling within (a) of the definition of Qualifying Lender; or, except where a Direction has been given under section 931 of the ITA in relation to the

77 EUROPE/71227769v4

payment concerned, a Qualifying Lender falling within (b) of the definition of Qualifying Lender; or

(ii)a Treaty Lender and the payment is one specified in a direction given by the Commissioners of Revenue & Customs under Regulation 2 of the Double Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).

(j)No default

On the date of this Agreement and on any Drawdown Date, no Event of Default is continuing or would result from the advance of the Loan (or any part thereof) or from the entry into, the performance of, or any transaction contemplated by, any of the Relevant Documents.

(k)No misleading information

Save as disclosed in writing to the Agent and the Arranger prior to the date of this Agreement:

(i)all material information provided to a Finance Party by or on behalf of any of the Security Parties on or before the date of this Agreement and not superseded before that date is accurate and not misleading in any material respect and all projections provided to any Finance Party on or before the date of this Agreement have been prepared in good faith on the basis of assumptions which were reasonable at the time at which they were prepared and supplied; and

(ii)all other written information provided by any of the Security Parties (including its advisers) to a Finance Party was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

(l)Financial statements

(i)The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(ii)The Original Financial Statements and the unaudited quarterly financial statements provided under Clause 20.1 (Financial statements) fairly represent the Group's financial condition and results of operations for the relevant financial quarter.

(iii)The Original Financial Statements give a true and fair view of the Group's financial condition and results of operations during the relevant financial year.

(iv)There has been no material adverse change in the financial condition or consolidated financial condition of the Group since the date of the Original Financial Statements.

(v)Each Security Party's (other than a Manager) most recent financial statements delivered pursuant to Clause 20.1 (Financial statements):

(A)have been prepared in accordance with GAAP as applied to the Original Financial Statements; and

78 EUROPE/71227769v4

(B)give a true and fair view of (if audited) or fairly represent (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate.

(vi)Since the date of the most recent financial statements delivered pursuant to Clause 20.1 (Financial statements) there has been no material adverse change in the business, assets or financial condition of any of the Security Parties.

(m)No proceedings pending or threatened

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, are to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against any of the Security Parties or any other member of the Group.

(n)No breach of laws

None of the Security Parties or any other member of the Group has breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(o)Environmental laws

(i)Each of the Security Parties and each other member of the Group is in compliance with Clause 22.3 (Environmental compliance) and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.

(ii)No Environmental Claim has been commenced or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any of the Security Parties or any other member of the Group where that claim has or is reasonably likely, if determined against that Security Party or other member of the Group, to have a Material Adverse Effect.

(p)Taxation

(i)None of the Security Parties nor any other member of the Group is materially overdue in the filing of any Tax returns or is overdue in the payment of any amount in respect of Tax which may have a Material Adverse Effect.

(ii)No claims or investigations are being, or are reasonably likely to be, made or conducted against any of the Security Parties or any other member of the Group with respect to Taxes such that a liability of, or claim against, any of the Security Parties or any other member of the Group which may have a Material Adverse Effect.

(iii)Each of the Security Parties and each other member of the Group is resident for Tax purposes outside its Original Jurisdiction.

(q)Anti-corruption law

Each of the Security Parties and each other member of the Group and each Affiliate of any of them has conducted its businesses in compliance with applicable anti-corruption laws and

79 EUROPE/71227769v4

has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

(r)No Encumbrance or Financial Indebtedness

(i)No Encumbrance exists over all or any of the present or future assets of any of the Security Parties (other than the Borrower or a Manager).

(ii)None of the Security Parties (other than the Borrower or a Manager) has any Financial Indebtedness outstanding other than as permitted by this Agreement.

(s)Pari passu ranking

The payment obligations of each of the Security Parties under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

(t)Disclosure of material facts

The Borrower is not aware of any material facts or circumstances in relation to a Security Party which have not been disclosed to the Agent and which might, if disclosed, have adversely affected the decision of a person considering whether or not to make loan facilities of the nature contemplated by this Agreement available to the Borrower.

(u)Completeness of Relevant Documents

The copies of any Relevant Documents provided or to be provided by the Borrower to the Agent in accordance with Clause 4 (Conditions of Utilisation) are, or will be, true and accurate copies of the originals and represent, or will represent, the full agreement between the parties to those Relevant Documents in relation to the subject matter of those Relevant Documents and there are no commissions, rebates, premiums or other payments due or to become due in connection with the subject matter of those Relevant Documents other than in the ordinary course of business or as disclosed to, and approved in writing by, the Agent.

(v)Money laundering

Any borrowing by the Borrower under this Agreement, and the performance of its obligations under this Agreement and under the other Finance Documents, will be for its own account and will not involve any breach by it of any law or regulatory measure relating to "money laundering" as defined in Article 1 of the Directive (2005/EC/60) of the European Parliament and of the Council of the European Communities.

(w)Sanctions

(i)Each Security Party, each Affiliate of any of them or other member of the Group, their joint ventures, and their respective directors, officers, employees, agents or representatives has been and is in compliance with Sanctions Laws;

(ii)No Security Party, nor any Affiliate of any of them or other member of the Group, their joint ventures, and their respective directors, officers, employees, agents or representatives:

80 EUROPE/71227769v4

(A)is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party;

(B)is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority;

(C)is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Restricted Party;

(D)is located or resident in, organised or incorporated under the laws of, a country or territory, or whose government is, subject to country-wide or territory-wide Sanctions Laws;

(E)is in breach of Sanctions Laws; or

(F)has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

(iii)No Vessel is a vessel with which any individual, entity or any other person is prohibited or restricted from dealing with under Sanctions Laws.

(x)Ownership and control of Collateral Owners

Each Collateral Owner is a wholly owned subsidiary of the Borrower and is controlled by the Borrower.

(y)No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Security Party or a third party in connection with the Retrofitting, other than as disclosed to the Agent in writing on or before the date of the Deed of Amendment and Restatement.

40.2Repetition

Each Repeating Representation is deemed to be repeated by the Borrower by reference to the facts and circumstances then existing on the date of each Drawdown Request, on each Drawdown Date, on the first day of each Interest Period and, in the case or those contained in Clauses 19.1(l)(iv) (Representations) and 19.1(l)(vi) (Representations) and for so long as any amount is outstanding under the Finance Documents or any Commitment is in force, on each day.

20INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 (Information Undertakings) remain in force for the duration of the Facility Period.

40.1Financial statements

The Borrower shall supply to the Agent in sufficient copies for all of the Lenders:

81 EUROPE/71227769v4

(a)as soon as the same become available, but in any event within 150 days after the end of each of its financial years its audited consolidated financial statements for that financial year; and

(b)as soon as the same become available, but in any event within 90 days after the end of each quarter during each of its financial years its unaudited consolidated quarterly financial statements for that quarter; and

(c)if requested by the Agent, as soon as the same become available, but in any event within 90 days after the end of each quarter during each of the Collateral Owner's financial years, the unaudited financial statements of the Collateral Owners for that quarter.

40.2Compliance Certificate and Sustainability Certificate

(a)The Borrower shall supply to the Agent, with each set of its financial statements delivered pursuant to Clause 20.1 (Financial statements) in respect of each financial quarter ending in June and December of each calendar year, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)The Borrower shall supply to the Agent, with each of its quarterly financial statement in respect of the financial quarter ending in June of each calendar year pursuant to Clause 20.1(b) (Financial statements), a Compliance Certificate attaching the valuations of the Vessels delivered in accordance with Clause 18.11 (Market Value Determination) in order for the Agent to test the VTL Coverage in accordance with Clause 18.10 (Additional Security).

(c)The Borrower shall supply to the Agent and the Sustainability Agent, within 210 days after the last day of December in each year during the Facility Period, a Sustainability Certificate setting out the details of the AER Reference Vessels, the AER Trajectory Values, the AER Vessel Delta and the AER Delta Average, in each case as certified by an Approved Classification Society, for that calendar year for the purposes of determining any Sustainable Margin Adjustment in accordance with Clause 9.6 (Margin Adjustment).

(d)Each Compliance Certificate shall be signed by two officers of the Borrower, one being the Chief Financial Officer.

40.3Requirements as to financial statements

Each set of financial statements delivered by the Borrower under Clause 20.1 (Financial statements):

(a)shall be certified by an officer of the relevant company as giving a true and fair view of (in the case of annual financial statements), or fairly representing (in other cases), its financial condition as at the date as at which those financial statements were drawn up; and

(b)shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Agent that there has been a change in GAAP, the accounting practices or reference periods and its auditors deliver to the Agent:

(i)a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the Original Financial Statements were prepared; and

82 EUROPE/71227769v4

(ii)sufficient information, in form and substance as may be reasonably required by the Agent, to enable the Agent to determine whether Clause 21 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

40.4DAC6

(a)In this Clause 20.4 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU as may be applicable in the United Kingdom, whether directly or by any replacement legislation.

(b)The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(i)promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and

(ii)promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if available).

40.5Information: miscellaneous

The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any Security Party, and which, if adversely determined, are reasonably likely to have a Material Adverse Effect;

(b)promptly, such information as the Security Agent may reasonably require about the Charged Property and compliance of the Security Parties with the terms of any Security Documents including without limitation cash flow analyses and details of the operating costs of the Vessels;

(c)promptly on request, such further information regarding the financial condition, assets, business and operations of any Security Party (including any requested amplification or explanation of any item in the financial statements, budgets or other material provided by any Security Party under this Agreement as any Finance Party through the Agent may reasonably request);

83 EUROPE/71227769v4

(d)promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its direct or indirect owners, Subsidiaries or other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives, as well as information on what steps are being taken with regards to answer or oppose such; and

(e)promptly upon becoming aware that it, any of its direct or indirect owners, Subsidiaries or other member of the Group, any of their joint ventures or any of their respective directors, officers, employees, agents or representatives has become or is likely to become a Restricted Party.

40.6Notification of default

The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

40.7"Know your customer" checks

(a)If:

(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;

(ii)any change in the status of a Security Party after the date of this Agreement; or

(iii)an assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer,

obliges the Agent or any Lender (or, in the case of Clause 20.7(a)(iii) ("Know your customer" checks), any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in Clause 20.7(a)(iii) ("Know your customer" checks), on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in Clause 20.7(a)(iii) ("Know your customer" checks), any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

40.8Provision of information

The Borrower undertakes promptly to supply the Agent with such information concerning each Vessel's condition, location and employment as the Agent may reasonably require.

84 EUROPE/71227769v4

21FINANCIAL COVENANTS

The Borrower shall on a consolidated basis comply with the following financial covenants to be assessed on a quarterly basis based on the Accounting Information received by the Lender in accordance with Clauses 20.1 (Financial statements):

40.1Consolidated Group Leverage

The Consolidated Group Leverage shall be not more than eighty five per cent. (85%).

40.2EBITDA to Interest Expense

The ratio of EBITDA to Interest Expense on a trailing twelve (12) month's basis shall not at any time be less than 2:1, unless the Borrower pledges cash, equivalent to the amount that would be required to restore the accrued shortfall in the said ratio, for the benefit of the Group's respective lenders (whether under this Agreement or under other similar financial arrangements) at respective bank accounts, as each such lender designates, proportionately to each Group lender's participation in the Group's total outstanding indebtedness.

40.3Net Worth

The Net Worth shall not be less than one hundred and fifty million dollars ($150,000,000).

22GENERAL UNDERTAKINGS

The undertakings in this Clause 22 (General Undertakings) remain in force for the duration of the Facility Period.

40.1Authorisations

The Borrower shall promptly:

(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)supply certified copies to the Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction to:

(i)enable any Security Party to perform its obligations under the Finance Documents to which it is a party;

(ii)ensure the legality, validity, enforceability or admissibility in evidence of any Finance Document; and

(iii)enable any Security Party to carry on its business where failure to do so has or is reasonably likely to have a Material Adverse Effect.

40.2Compliance with laws

(a)The Borrower shall comply (and shall procure that each other Security Party and each Affiliate of any of them shall comply), in all respects with all laws.

85 EUROPE/71227769v4

In this Clause 22.1 (Authorisations), "laws" means any law, statute, treaty, convention, regulation, instrument or other subordinate legislation or other legislative or quasi-legislative rule or measure, or any order or decree of any government, judicial or public or other body or authority, or any directive, code of practice, circular, guidance note or other direction issued by any competent authority or agency (whether or not having the force of law).

(b)The Borrower shall comply (and shall procure that each other Security Party, each other member of the Group and each Affiliate of any of them shall comply) in all respects with all Sanctions Laws.

40.3Environmental compliance

The Borrower shall procure that that each Collateral Owner and the Managers shall:

(a)comply with all Environmental Laws;

(b)obtain, maintain and ensure compliance with all requisite Environmental Approvals; and

(c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

40.4Environmental Claims

The Borrower shall, and shall procure that each of the Collateral Owners and the Managers shall, promptly upon becoming aware of the same, inform the Agent in writing of:

(a)any Environmental Claim against any of the Security Parties which is current, pending or threatened; and

(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any of the Security Parties,

where the claim, if determined against that Security Party, has or is reasonably likely to have a Material Adverse Effect.

40.5Anti-corruption law

(a)The Borrower shall not (and shall procure that no other Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

(b)The Borrower shall (and shall procure that each other Security Party shall):

(i)conduct its businesses in compliance with applicable anti-corruption laws; and

(ii)maintain policies and procedures designed to promote and achieve compliance with such laws.

86 EUROPE/71227769v4

40.6Taxation

(a)The Borrower shall (and shall procure that each other Security Party shall) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)such payment is being contested in good faith;

(ii)adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements delivered to the Agent under Clause 20.1 (Financial statements); and

(iii)such payment can be lawfully withheld.

(b)The Borrower may not (and no other Security Party may) change its residence for Tax purposes.

40.7Evidence of good standing

The Borrower will from time to time if requested by the Agent provide the Agent with evidence in form and substance satisfactory to the Agent that the Borrower and each of the Collateral Owners remain in good standing.

40.8Pari passu ranking

The Borrower shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

40.9Negative pledge

In this Clause 22.9 (Negative pledge) "Quasi-Security" means an arrangement or transaction described in Clause 22.9(b) (Negative pledge).

Except as permitted under Clause 22.9(c) (Negative pledge):

(a)The Borrower shall procure that no Collateral Owner will create nor permit to subsist any Encumbrance over any of its present or future assets.

(b)The Borrower shall procure that no Collateral Owner will:

(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Security Party;

(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(iv)enter into any other preferential arrangement having a similar effect,

87 EUROPE/71227769v4

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)Clauses 22.9(a) (Negative pledge) and 22.9(b) (Negative pledge) do not apply to any Encumbrance or (as the case may be) Quasi-Security, which is a Permitted Encumbrance or a Permitted Transaction.

40.10Disposals

(a)Except as permitted under Clause 22.10(a) (Disposals), or for the sale of a Vessel provided the relevant prepayment is made in accordance with Clause 7.5 (Mandatory prepayment on sale or Total Loss), the Borrower shall procure that no other Security Party (other than a Manager) will enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)Clause 22.10(a) (Disposals) does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal or a Permitted Transaction.

40.11Arm's length basis

(a)Except as permitted under Clause 22.11(c) (Arm's length basis), the Borrower shall not (and shall procure that no other Security Party will) enter into any transaction with any third party except on arm's length terms and for full market value.

(b)The Borrower shall not (and shall procure that no Collateral Owner will) enter into transactions that are not on arm's length basis with any associated companies, unless any off-market terms agreed are to the benefit of the Borrower or the relevant Collateral Owner.

(c)The following transactions shall not be a breach of this Clause 22.11 (Arm's length basis):

(i)fees, costs and expenses payable under the Relevant Documents in the amounts set out in the Relevant Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) or agreed by the Agent; and

(ii)any Permitted Transaction.

40.12Merger

The Borrower shall procure that no other Security Party (other than a Manager) will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

40.13Change of business

The Borrower shall not (and shall procure that no other Security Party will) make any substantial change to its corporate structure or the general nature of its business from that carried on at the date of this Agreement without the prior written consent of the Agent, such consent not to be unreasonably withheld or delayed. Any investments in shipping assets other than bulk carriers will not be considered to be a change of business for the purpose of this Clause.

88 EUROPE/71227769v4

40.14No other business

The Borrower shall procure that no Collateral Owner will engage in any business other than the ownership, operation, chartering and management of its Vessel.

40.15No acquisitions

The Borrower shall procure that no Collateral Owner will make any investment or acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them) or incorporate a company.

40.16No Joint Ventures

The Borrower shall procure that no other Security Party will:

(a)enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities or other interest in any Joint Venture; or

(b)transfer any assets or lend to or guarantee or give an indemnity for or give security for the obligations of a Joint Venture or maintain the solvency of or provide working capital to any Joint Venture (or agree to do any of the foregoing).

40.17No borrowings

The Borrower shall procure that no Collateral Owner will incur or allow to remain outstanding any Financial Indebtedness, except for:

(a)the Loan;

(b)any normal trade credits in the ordinary course of business and loans from shareholders and loans from other members of the Group, which are fully subordinated to the Loan and for such trade credits or loans there shall be no payment of principal or interest if an Event of Default has occurred and is continuing.

40.18No loans or credit

The Borrower shall procure that no Collateral Owner will be a creditor in respect of any Financial Indebtedness unless it is a loan made in the ordinary course of business in connection with the chartering, operation or repair of a Vessel.

40.19No guarantees or indemnities

The Borrower shall procure that no Collateral Owner will incur or allow to remain outstanding any guarantee or provide any other form of financial support in respect of any obligation of any person unless it is a Permitted Transaction.

40.20Inspection of records

The Borrower will permit the inspection of its financial records and accounts from time to time by the Agent or its nominee.

89 EUROPE/71227769v4

40.21No change in Relevant Documents

The Borrower shall not (and shall procure that no other Security Party will) materially amend, vary, novate, supplement, supersede, waive or terminate any term of, any of the Relevant Documents which are not Finance Documents, or any other document delivered to the Agent pursuant to Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) or Clause 4.4 (Conditions subsequent).

In this Clause 22.21 (No change in Relevant Documents), "materially" means any change, variation or modification relating to the purchase price, payment terms, date of delivery and/or the identity of the vessel, the type of vessel or the vessel's characteristics.

40.22Further assurance

(a)The Borrower shall (and shall procure that each other Security Party shall) promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Security Agent may reasonably specify (and in such form as the Security Agent may reasonably require in favour of the Security Agent or its nominee(s)):

(i)to perfect any Encumbrance created or intended to be created under or evidenced by the Security Documents (which may include the execution of a mortgage, charge, assignment or other Encumbrance over all or any of the assets which are, or are intended to be, the subject of the Security Documents) or for the exercise of any rights, powers and remedies of the Security Agent or the Finance Parties provided by or pursuant to the Finance Documents or by law;

(ii)to confer on the Security Agent or confer on the Finance Parties an Encumbrance over any property and assets of the Borrower (or that other Security Party as the case may be) located in any jurisdiction equivalent or similar to the Encumbrance intended to be conferred by or pursuant to the Security Documents; and/or

(iii)to facilitate the realisation of the assets which are, or are intended to be, the subject of the Security Documents.

(b)The Borrower shall (and shall procure that each other Security Party shall) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Encumbrance conferred or intended to be conferred on the Security Agent or the Finance Parties by or pursuant to the Finance Documents.

40.23No dealings with Master Agreement

The Borrower shall not assign, novate or encumber or in any other way transfer any of its rights or obligations under the Master Agreement, nor enter into any interest rate exchange or hedging agreement with anyone other than the Swap Provider.

40.24Liquidity

The Borrower shall procure that each Collateral Owner will throughout the Facility Period maintain in its Earnings Account at all times a minimum positive account balance free of any

90 EUROPE/71227769v4

Encumbrances (other than in favour of the Security Agent) of not less than two hundred thousand dollars ($200,000).

40.25Subordination of shareholder loans

The Borrower shall procure that each Collateral Owner shall subordinate any shareholder loans or inter-company borrowings from any member of the Group to the Indebtedness pursuant to a Subordinated Debt Security.

40.26No Subsidiaries

The Borrower shall procure that no Collateral Owner shall form or acquire any other Subsidiaries than those known to the Agent prior to the Effective Date.

40.27Collateral Owner's Shares

The Borrower shall procure that no Collateral Owner shall transfer any of its shares to another person or corporate entity (other than an entity wholly owned by the Borrower) and shall not create any Encumbrances on such shares.

40.28Ownership of Collateral Owners

The Borrower shall procure that:

(a)each Collateral Owner shall remain a wholly owned direct or indirect Subsidiary of the Borrower; and

(b)there shall be no change in the legal ownership and control of a Collateral Owner (which change would result in that Collateral Owner ceasing to be a wholly owned direct or indirect Subsidiary of the Borrower) or the beneficial ownership and control of the Managers without the prior written consent of the Agent such consent not to be unreasonably withheld or delayed.

40.29Master Agreement

The Borrower shall give the Swap Provider at all times throughout the Facility Period, the right of first refusal to enter into one or more hedging of interest rate risk of the Loan or other derivative products on competitive terms.

40.30Use of proceeds

No proceeds of the Loan shall be lent, contributed or otherwise made available, directly or indirectly, to or for the benefit of a Restricted Party (including to fund any activities or business of a Restricted Party) nor shall they be lent, contributed or otherwise made available, directly or indirectly, to any person or otherwise be applied (i) to fund any activities or business in any country or territory, that, at the time of such funding, is a country or territory which is subject to Sanctions Laws or (ii) in any other manner that would result in a violation of Sanctions Laws by any person (including any person participating in the Loan, whether as a Finance Party or otherwise) or otherwise in a manner or for a purpose prohibited by Sanctions Laws including, but not limited to, in using any benefits of any money, proceeds or services provided by, or received from, the Lenders under this Agreement, in business activities (including, but not limited to, entering into any ship finance

91 EUROPE/71227769v4

acquisition agreement, ship refinancing agreement or charter agreement relating to a vessel, project or asset) subject to Sanctions Laws or related to a country which is subject to Sanctions Laws and/or a Restricted Party.

40.31Sanctions

The Borrower shall ensure that no Security Party or Affiliate of any of them or other member of the Group, their respective directors, officers, employees, agents, employees or representatives or any other persons acting on any of their behalf becomes a Restricted Party.

40.32Stock exchange requirements

At all times when the Borrower's shares are quoted on the New York Stock Exchange or any other prime stock exchange acceptable to the Lenders, the Borrower shall comply with all regulatory and listing requirements of such stock exchange.

40.33Dividends

The Borrower shall not declare or pay any dividend or make any other form of distribution in respect of any financial year during the Facility Period if:

(a)at the relevant time an Event of Default has occurred and remains continuing or would result from the making of such dividend or distribution; and

(b)the Borrower cannot demonstrate compliance with the requirements of Clause 21 (Financial Covenants) both before and after the making of such dividend or distribution.

40.34Dismantling of Ships

The Borrower shall ensure that any Vessel controlled by a Collateral Owner, any other vessel owned or controlled by the Group or sold to an intermediary with the intention of being scrapped, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.

40.35Poseidon Principles

The Borrower shall procure that each Collateral Owner shall, upon the request of any Lender and at the cost of the Borrower on or before 31st July in each calendar year, supply (as specified by the relevant Lender) to the Agent (on behalf of that Lender) of all information necessary in order for that Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Vessel owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 36.1 (Confidential information) but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment.

92 EUROPE/71227769v4

40.36Inventory of Hazardous Materials

The Borrower shall procure that each Collateral Owner shall ensure that the Vessel owned by it carries an Inventory of Hazardous Material from a reputable classification society approved by the Lender on or before the date such IHM classification becomes mandatory pursuant to any applicable law or regulation (including, without limitation, Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC Text with EEA relevance) and at all times thereafter and shall promptly deliver to the Lender upon its request a copy of the class report noting the same.

40.37Retrofitting

(a)The Borrower shall advise the Agent in writing in relation to (i) the date on which the Retrofitting of a Scrubber Vessel is scheduled to take place (and the actual date on which the Retrofitting commences) and (ii) the date on which the Retrofitting of that Scrubber Vessel is completed.

(b)The Borrower shall provide the Agent within 30 days after the completion of the Retrofitting of a Scrubber Vessel with a written confirmation by way of attestation or otherwise by the relevant class evidencing the successful completion of the Retrofitting on that Scrubber Vessel; and

(c)The Borrower shall provide the Agent within 70 days after the completion of the Retrofitting of a Scrubber Vessel with:

(i)evidence, in form satisfactory to the Agent, that all the invoices relating to the Retrofitting Cost of that Scrubber Vessel have been paid in full;

(ii)the relevant class certificate of that Scrubber Vessel evidencing the successful completion of the Retrofitting; and

(iii)any other evidence requested by the Lender for the purpose of determining (i) and (ii) above.

23EVENTS OF DEFAULT

40.1Events of Default

Each of the events or circumstances set out in this Clause 23.1 (Events of Default) is an Event of Default.

(a)Non-payment

A Security Party does not pay on the due date any amount payable by it under a Finance Document at the place at and in the currency in which it is expressed to be payable unless payment is made within three days of its due date.

(b)Other specific obligations

(i)Any requirement of Clause 21 (Financial Covenants) is not satisfied.

93 EUROPE/71227769v4

(ii)A Security Party does not comply with any obligation in a Finance Document relating to the Insurances, with Clause 18.10 (Additional security) and Clause 22.28 (Ownership of Collateral Owners).

(c)Other obligations

A Security Party does not comply with any provision of a Finance Document (other than those referred to in Clause 23.1(a) (Events of Default) and Clause 23.1(b) (Events of Default)) and such non-compliance is not remedied within 15 Business Days of the Agent giving notice to the Borrower to this effect.

(d)Misrepresentation

Any representation or statement made or deemed to be repeated by a Security Party in any Finance Document or any other document delivered by or on behalf of a Security Party under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

(e)Cross default

Any Financial Indebtedness of a Security Party or of any other member of the Group:

(i)is not paid when due nor within any originally applicable grace period; or

(ii)is declared to be, or otherwise becomes, due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 23.1(e) (Events of Default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within (a) to (b) is less than five hundred thousand dollars ($500,000) in respect of a Collateral Owner or five million dollars ($5,000,000) in respect of the Borrower (or its equivalent in any other currency or currencies).

(f)Insolvency

(i)A Security Party is unable or admits inability to pay its debts as they fall due, is deemed to, or is declared to, be unable to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts.

(ii)The value of the assets of a Security Party is less than its liabilities (taking into account contingent and prospective liabilities).

(iii)A moratorium is declared in respect of any indebtedness of a Security Party.

(g)Insolvency proceedings

Any corporate action, legal proceedings or other procedure or step is taken for:

(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration, bankruptcy or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of a Security Party;

94 EUROPE/71227769v4

(ii)a composition, compromise, assignment or arrangement with any creditor of a Security Party;

(iii)the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, or trustee or other similar officer in respect of a Security Party or any of its assets; or

(iv)enforcement of any Encumbrance over a substantial portion of the Borrower's assets which has not been remedied within 15 days,

or any analogous procedure or step is taken in any jurisdiction.

This Clause 23.1(g) (Events of Default) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 60 days of commencement.

(h)Creditors' process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a Security Party and is not discharged within 14 days.

(i)Unlawfulness and invalidity

(i)It is or becomes unlawful for a Security Party to perform any of its obligations under the Finance Documents or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be effective.

(ii)Any obligation or obligations of any Security Party under any Finance Documents are not (subject to the Legal Reservations) or cease to be legal, valid, binding or enforceable and the cessation individually or cumulatively materially and adversely affects the interests of the Lenders under the Finance Documents.

(iii)Any Finance Document ceases to be in full force and effect or any Encumbrance created or expressed to be created or evidenced by the Security Documents ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than a Finance Party) to be ineffective.

(j)Cessation of business

A Security Party ceases, or threatens to cease, to carry on all or a substantial part of its business.

(k)Change in ownership or control of a Collateral Owner

There is any change in the beneficial ownership or control of a Collateral Owner from that advised to the Agent by the Borrower at the date of this Agreement.

(l)Expropriation

The authority or ability of a Security Party to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction

95 EUROPE/71227769v4

or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to a Security Party or any of its assets.

(m)Repudiation and rescission of agreements

(i)A Security Party rescinds or purports to rescind or repudiates or purports to repudiate a Finance Document or evidences an intention to rescind or repudiate a Finance Document.

(ii)Subject to Clause 23.1(m)(iii) (Events of Default), any party to any of the Relevant Documents that is not a Finance Document rescinds or purports to rescind or repudiates or purports to repudiate that Relevant Document in whole or in part where to do so has or is, in the reasonable opinion of the Majority Lenders, likely to have a material adverse effect on the interests of the Lenders under the Finance Documents.

(iii)Any of the Management Agreements is terminated, cancelled or otherwise ceases to remain in full force and effect at any time prior to its contractual expiry date and is not immediately replaced by a similar agreement in form and substance satisfactory to the Majority Lenders.

(n)Conditions precedent and subsequent

Any of the conditions referred to in Clauses 4.4 (Conditions subsequent), 4.5 (No waiver) (in the case where a waiver has been provided pursuant to Clause 4.5 (No waiver) and is not satisfied within the time specified in such waiver) is not satisfied within the time required by the relevant provisions thereof.

(o)Revocation or modification of Authorisation

Any Authorisation of any governmental, judicial or other public body or authority which is now, or which at any time during the Facility Period becomes, necessary to enable any of the Security Parties or any other person (except a Finance Party) to comply with any of their obligations under any Finance Document is not obtained, is revoked, suspended, withdrawn or withheld, or is modified in a manner which the Agent considers is, or may be, prejudicial to the interests of any Finance Party, or ceases to remain in full force and effect unless a waiver has been obtained from a competent authority.

(p)Reduction of capital

A Security Party (other than a Manager) reduces its authorised or issued or subscribed capital, save that the redemption of any redeemable shares, or the buyback of any ordinary shares to preserve its due listing shall not constitute an Event of Default pursuant to this Clause 23 (Events of Default).

(q)Loss of Vessel

A Vessel suffers a Total Loss or is otherwise destroyed or abandoned, or a similar event occurs in relation to any other vessel which may from time to time be mortgaged to the Security Agent as security for the payment of all or any part of the Indebtedness, except that a Total Loss (which term shall for the purposes of the remainder of this Clause 23.1(q) include

96 EUROPE/71227769v4

an event similar to a Total Loss in relation to any other vessel) shall not be an Event of Default if:

(i)the relevant prepayment is made in accordance with Clause 7.5 (Mandatory prepayment on sale or Total Loss); or

(ii)that Vessel or other vessel is insured in accordance with the Security Documents and a claim for Total Loss is available under the terms of the relevant insurances; and

(iii)no insurer has refused to meet or has disputed the claim for Total Loss and it is not apparent to the Agent that any such refusal or dispute is likely to occur; and

(iv)payment of all insurance proceeds in respect of the Total Loss is made in full to the Security Agent within 150 days of the occurrence of the casualty giving rise to the Total Loss in question or such longer period as the Agent may in its discretion agree.

(r)Challenge to registration

The registration of a Vessel or the Mortgage is contested or becomes void or voidable or liable to cancellation or termination, or the validity or priority of the Mortgage is contested.

(s)War

The country of registration of a Vessel becomes involved in war (whether or not declared) or civil war or is occupied by any other power and the Agent in its discretion considers that, as a result, the security conferred by any of the Security Documents is materially prejudiced.

(t)Notice of determination

A Guarantor gives notice to the Security Agent to determine any obligations under the relevant Guarantee.

(u)Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes are commenced against a Security Party or its assets which have or are reasonably likely to have a Material Adverse Effect.

(v)Material adverse change

Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect.

(w)Sanctions

(i)Any of the Security Parties or any Affiliate of any of them becomes a Restricted Party or becomes owned or controlled by, or acts directly or indirectly on behalf of, a Restricted Party or any of such persons becomes the owner or controller of a Restricted Party.

97 EUROPE/71227769v4

(ii)Any proceeds of the Loan are made available, directly or indirectly, to or for the benefit of a Restricted Party or otherwise is, directly or indirectly, applied in a manner or for a purpose prohibited under Sanctions Laws.

(iii)Any of the Security Parties or any Affiliate of any of them is not in compliance with all Sanctions Laws.

(x)Arrest

Any arrest of a Vessel or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Collateral Owner within 30 Business Days of such arrest or detention.

40.2Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Agent shall, if so directed by the Majority Lenders:

(a)by notice to the Borrower cancel the Total Commitments, at which time they shall immediately be cancelled;

(b)by notice to the Borrower declare that the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents are immediately due and payable, at which time they shall become immediately due and payable;

(c)by notice to the Borrower declare that the Loan is payable on demand, at which time it shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or

(d)exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

98 EUROPE/71227769v4

Section 9

CHANGES TO PARTIES

24CHANGES TO THE LENDERS

40.1Assignments and transfers by the Lenders

Subject to this Clause 24 (Changes to the Lenders), a Lender (the "Existing Lender") may:

(a)assign any of its rights; or

(b)transfer by novation any of its rights and obligations,

under any Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

40.2Conditions of assignment or transfer

(a)No assignment or transfer in accordance with Clause 24.1 (Assignments and transfers by the Lenders) can be made without the Borrower's prior written consent unless it is:

(i)to an Affiliate of the Original Lender or to a fund which is a Related Fund of that Existing Lender;

(ii)to a bank or financial institution and is made after the occurrence of an Event of Default under Clause 23.1(a) (Events of Default) or 15 days after the occurrence of any other Event of Default; or

(iii)to a trust or fund and is made after the occurrence of an Event of Default pursuant to Clause 23.1(a) (Events of Default) or 30 days after the occurrence of any other Event of Default.

(b)In the cases where the prior written consent of the Borrower is required for an assignment or transfer under Clause 24.2(a) (Conditions of assignment or transfer), the consent of the Borrower must not be unreasonably withheld or delayed if such assignment or transfer is to a bank or financial institution which has experience in providing financing to the shipping industry and such consent shall be deemed received by the Finance Parties if the Borrower has failed to respond within 15 Business Days of the Finance Parties' request.

(c)An assignment will only be effective on:

(i)receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and

(ii)performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New Lender.

99 EUROPE/71227769v4

(d)A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with.

(e)If:

(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and

(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax Gross Up and Indemnities) or Clause 14 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This Clause 24.2(e) (Conditions of assignment of transfer) shall not apply:

(iii)in relation to Clause 13.2 (Tax gross-up), to a Treaty Lender that has included a confirmation of its scheme reference number and its jurisdiction of tax residence in accordance with Clause 13.2 (Tax gross-up) if the Borrower making the payment has not made a Borrower DTTP Filing in respect of that Treaty Lender.

(f)Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

40.3Assignment or transfer fee

Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender, (ii) to a Related Fund or (iii) made in connection with primary syndication of the Loan, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of $3,000.

40.4Limitation of responsibility of Existing Lenders

(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)the legality, validity, effectiveness, adequacy or enforceability of the Relevant Documents or any other documents;

(ii)the financial condition of any Security Party;

(iii)the performance and observance by any Security Party or any other member of the Group of its obligations under the Relevant Documents or any other documents; or

100 EUROPE/71227769v4

(iv)the accuracy of any statements (whether written or oral) made in or in connection with any of the Relevant Documents or any other document,

and any representations or warranties implied by law are excluded.

(b)Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Security Party and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any of the Relevant Documents; and

(ii)will continue to make its own independent appraisal of the creditworthiness of each Security Party and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c)Nothing in any Finance Document obliges an Existing Lender to:

(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 24 (Changes to the Lenders); or

(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Security Party of its obligations under the Relevant Documents or otherwise.

40.5Procedure for transfer

(a)Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) a transfer is effected in accordance with Clause 24.5(c) when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 24.2(c)(ii), as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)On the Transfer Date:

(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the "Discharged Rights and Obligations");

(ii)the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights

101 EUROPE/71227769v4

and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;

(iii)the Agent, the Security Agent, the Sustainability Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Security Agent, the Sustainability Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under this Agreement; and

(iv)the New Lender shall become a Party as a "Lender".

40.6Procedure for assignment

(a)Subject to the conditions set out in Clause 24.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with Clause 24.6(c) (Procedure of Assignment) when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to Clause 24.6(b) (Procedure of Assignment), as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary "know your customer" or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)On the Transfer Date:

(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents and expressed to be the subject of the assignment in the Assignment Agreement;

(ii)the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents); and

(iii)the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.

(d)Lenders may utilise procedures other than those set out in this Clause 24.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Security Party or unless in accordance with Clause 24.5 (Procedure for transfer), to obtain a release by that Security Party from the obligations owed to that Security Party by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 24.2 (Conditions of assignment or transfer).

102 EUROPE/71227769v4

40.7Copy of Transfer Certificate or Assignment Agreement to Borrower

The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrower a copy of that Transfer Certificate or Assignment Agreement.

25CHANGES TO THE SECURITY PARTIES

40.1No assignment or transfer by Security Parties

No Security Party may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

103 EUROPE/71227769v4

Section 10

THE FINANCE PARTIES

26ROLE OF THE AGENT, THE SECURITY AGENT, THE SUSTAINABILITY AGENT AND THE ARRANGER

40.1Appointment of the Agent

(a)Each of the Arranger, the Sustainability Agent and the Lenders appoints the Agent to act as its agent under and in connection with the Finance Documents and each of the Arranger, the Lenders and the Agent appoints the Security Agent to act as its security agent for the purpose of the Security Documents.

(b)Each of the Arranger, the Sustainability Agent and the Lenders authorises the Agent and each of the Arranger, the Lenders and the Agent authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Agent or the Security Agent (as the case may be) under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c)The Swap Provider appoints the Security Agent to act as its security agent for the purpose of the Security Documents and authorises the Security Agent to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under or in connection with the Security Documents together with any other incidental rights, powers, authorities and discretions.

(d)Except in Clause 26.14 (Replacement of the Agent) or where the context otherwise requires, references in this Clause 26 (Role of the Agent, the Security Agent, the Sustainability Agent and the Arranger) to the "Agent" shall mean the Agent and the Security Agent individually and collectively and references in this Clause 26 (Role of the Agent, the Security Agent, the Sustainability Agent and the Arranger) to the "Finance Documents" or to any "Finance Document" shall not include the Master Agreement.

40.2Instructions

(a)The Agent shall:

(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by:

(A)all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)in all other cases, the Majority Lenders; and

(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with Clause 26.2(a)(i) (Instructions).

(b)The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for

104 EUROPE/71227769v4

any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties save for the Security Agent.

(d)The Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability which it may incur in complying with those instructions.

(e)In the absence of instructions, the Agent may act (or refrain from acting) as it considers to be in the best interest of the Lenders.

(f)The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document. This Clause 26.2(f) (Instructions) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Finance Documents or the enforcement of the Finance Documents.

40.3Duties of the Agent

(a)The Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)Subject to Clause 26.3(c) (Duties of the Agent), the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.

(c)Without prejudice to Clause 24.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), Clause 26.3(a) Duties of the Agent) shall not apply to any Transfer Certificate or any Assignment Agreement.

(d)Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e)If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.

(f)If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arranger, the Sustainability Agent or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.

105 EUROPE/71227769v4

(g)The Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

40.4Role of the Arranger and Sustainability Agent

Except as specifically provided in the Finance Documents, neither the Arranger or the Sustainability Agent has any obligations of any kind to any other Party under or in connection with any Finance Document.

40.5No fiduciary duties

(a)Subject to Clause 26.12 (Trust) which relates to the Security Agent only, nothing in any Finance Document constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.

(b)Neither the Agent, the Sustainability Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

40.6Business with Security Parties

The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with the Borrower, any other Security Party or its Affiliate.

40.7Rights and discretions of the Agent

(a)The Agent may:

(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)assume that:

(A)any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Finance Documents; and

(B)unless it has received notice of revocation, that those instructions have not been revoked; and

(C)rely on a certificate from any person:

(1)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(2)to the effect that such person approves of any particular dealing, transaction, step, action or thing,

as sufficient evidence that that is the case and, in the case of (A), may assume the truth and accuracy of that certificate.

106 EUROPE/71227769v4

(b)The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders or security agent for the Finance Parties (as the case may be)) that:

(i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 23.1 (Events of Default));

(ii)any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and

(iii)any notice or request made by the Borrower (other than a Drawdown Request) is made on behalf of and with the consent and knowledge of all the Security Parties.

(c)The Agent may engage and pay for the advice or services of any lawyers, accountants, surveyors or other experts.

(d)Without prejudice to the generality of Clause 26.7(c) (Rights and discretions of the Agent) or Clause 26.7(e) (Rights and discretions of the Agent), the Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

(e)The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)The Agent may act in relation to the Finance Documents through its officers, employees and agents and the Agent shall not:

(i)be liable for any error of judgment made by any such person; or

(ii)be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person,

unless such error or such loss was directly caused by the Agent's gross negligence or wilful misconduct.

(g)Unless a Finance Document expressly provides otherwise the Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

(h)Without prejudice to the generality of Clause 26.7(g) (Rights and discretions of the Agent), the Agent:

(i)may disclose; and

(ii)on the written request of the Borrower or the Majority Lenders shall, as soon as reasonably practicable, disclose,

the identity of a Defaulting Lender to the Borrower and to the other Finance Parties.

(i)Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent, the Sustainability Agent nor the Arranger is obliged to do or omit to do anything if it

107 EUROPE/71227769v4

would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j)The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender or the identity of any such Lender for the purpose of Clause 11.3 (Interest calculation if no RFR or Central Bank Rate).

(k)Notwithstanding any provision of any Finance Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

40.8Responsibility for documentation

Neither the Agent nor the Arranger is responsible or liable for:

(a)the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Sustainability Agent, the Arranger, a Security Party or any other person given in or in connection with any Relevant Document or the transactions contemplated in the Finance Documents; or

(b)the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Relevant Document; or

(c)any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

40.9No duty to monitor

The Agent shall not be bound to enquire:

(a)whether or not any Default has occurred;

(b)as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)whether any other event specified in any Finance Document has occurred.

40.10Exclusion of liability

(a)Without limiting Clause 26.10(b) (Exclusion of liability) (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Agent) the Agent shall not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Finance Document or any Encumbrance created or expressed to

108 EUROPE/71227769v4

be created or evidenced by the Security Documents, unless caused by its gross negligence or wilful misconduct;

(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Finance Document, any Encumbrance created or expressed to be created or evidenced by the Security Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents;

(iii)any shortfall which arises on the enforcement or realisation of the Trust Property; or

(iv)without prejudice to the generality of Clauses 26.10(a)(i), 26.10(a)(ii) and 26.10(a)(iii), any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)any act, event or circumstance not reasonably within its control; or

(B)the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of: nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

(b)No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Relevant Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.7 (Third party rights) and the provisions of the Third Parties Act.

(c)The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

(d)Nothing in this Agreement shall oblige the Agent, the Sustainability Agent or the Arranger to carry out:

(i)any "know your customer" or other checks in relation to any person;

(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

on behalf of any Lender and each Lender confirms to the Agent, the Sustainability Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent, the Sustainability Agent or the Arranger.

109 EUROPE/71227769v4

(e)Without prejudice to any provision of any Finance Document excluding or limiting the Agent's liability, any liability of the Agent arising under or in connection with any Finance Document or any Encumbrance created or expressed to be created or evidenced by the Security Documents shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

40.11Lenders' indemnity to the Agent

(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and every Receiver and Delegate, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the relevant Agent's, Receiver's or Delegate's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 29.12 (Disruption to payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent, Receiver or Delegate under, or exercising any authority conferred under, the Finance Documents (unless the relevant Agent, Receiver or Delegate has been reimbursed by a Security Party pursuant to a Finance Document).

(b)Subject to Clause 26.11(c) (Lenders' indemnity to the Agent), the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent pursuant to Clause 26.11(a) (Lenders' indemnity to the Agent).

(c)Clause 26.11(b) (Lenders' indemnity to the Agent) shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Agent to a Security Party.

40.12Trust

The Security Agent agrees and declares, and each of the other Finance Parties acknowledges, that, subject to the terms and conditions of this Clause 26.12 (Trust), the Security Agent holds the Trust Property on trust for the Finance Parties absolutely. Each of the other Finance Parties agrees that the obligations, rights and benefits vested in the Security Agent shall be performed and exercised in accordance with this Clause 26.12 (Trust). The Security Agent shall have the benefit of all of the provisions of this Agreement benefiting it in its capacity as security agent for the Finance Parties, and all the powers and discretions conferred on trustees by the Trustee Act 1925 (to the extent not inconsistent with this Agreement). In addition:

(a)the Security Agent and any Delegate may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in

110 EUROPE/71227769v4

the Security Agent or any Delegate by or pursuant to the Security Documents or in respect of anything else done or omitted to be done in any way relating to the Security Documents;

(b)the other Finance Parties acknowledge that the Security Agent shall be under no obligation to insure any property nor to require any other person to insure any property and shall not be responsible for any loss which may be suffered by any person as a result of the lack or insufficiency of any insurance;

(c)the Finance Parties agree that the perpetuity period applicable to the trusts declared by this Agreement shall be the period of 125 years from the date of this Agreement;

(d)the Security Agent shall not be liable for any failure, omission, or defect in perfecting the security constituted or created by any Finance Document including, without limitation, any failure to register the same in accordance with the provisions of any of the documents of title of any Security Party to any of the assets thereby charged or effect or procure registration of or otherwise protect the security created by any Security Document under any registration laws in any jurisdiction and may accept without enquiry such title as any Security Party may have to any asset;

(e)the Security Agent shall not be under any obligation to hold any title deed, Finance Document or any other documents in connection with the Finance Documents or any other documents in connection with the property charged by any Finance Document or any other such security in its own possession or to take any steps to protect or preserve the same, and may permit any Security Party to retain all such title deeds, Finance Documents and other documents in its possession; and

(f)save as otherwise provided in the Finance Documents, all moneys which under the trusts therein contained are received by the Security Agent may be invested in the name of or under the control of the Security Agent in any investment for the time being authorised by English law for the investment by trustees of trust money or in any other investments which may be selected by the Security Agent, and the same may be placed on deposit in the name of or under the control of the Security Agent at such bank or institution (including the Security Agent) and upon such terms as the Security Agent may think fit.

The provisions of Part I of the Trustee Act 2000 shall not apply to the Security Agent or the Trust Property.

40.13Resignation of the Agent

(a)The Agent may resign and appoint one of its Affiliates acting through an office in the United Kingdom as successor by giving 30 days' prior written notice to the other Finance Parties and the Borrower.

(b)Alternatively the Agent may resign by giving 30 days' prior written notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after prior consultation and agreement with the Borrower) may appoint a successor Agent.

(c)If the Majority Lenders have not appointed a successor Agent in accordance with Clause 26.13(a) (Resignation of the Agent) within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in the United Kingdom).

111 EUROPE/71227769v4

(d)If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under Clause 26.13(b) (Resignation of the Agent), the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 26 (Role of the Agent, the Security Agent, the Sustainability Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent's normal fee rates and those amendments will bind the Parties.

(e)The retiring Agent shall, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f)The Agent's resignation notice shall only take effect upon the appointment of a successor and (in the case of the Security Agent) the transfer of all the Trust Property to that successor.

(g)Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 26.13(e) (Resignation of the Agent)) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent) and this Clause 26 (Role of the Agent, the Security Agent, the Sustainability Agent and the Arranger) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)The Agent shall resign in accordance with Clause 26.13(a) (Resignation of the Agent) (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to Clause 26.13(b) (Resignation of the Agent))) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:

(i)the Agent fails to respond to a request under Clause 13.8 (FATCA information) and the Borrower or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)the information supplied by the Agent pursuant to Clause 13.8 (FATCA information) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

(iii)the Agent notifies the Borrower and the Lenders that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) the Borrower or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Borrower or that Lender, by notice to the Agent, requires it to resign.

112 EUROPE/71227769v4

40.14Replacement of the Agent

(a)After consultation with the Borrower, the Majority Lenders may, by giving 30 days' notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority lenders) replace the Agent by appointing a successor Agent (acting through an office in the United Kingdom).

(b)The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its function as Agent under the Finance Documents.

(c)The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under Clause 26.14(b) (Replacement of the Agent) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Agent) and this Clause 26 (Role of the Agent, the Security Agent and the Arranger) (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

(d)Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

40.15Confidentiality

(a)In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

40.16Relationship with the Lenders

(a)The Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:

(i)entitled to or liable for any payment due under any Finance Document on that day; and

(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

unless it has received not less than five Business Days' prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

(b)Any Lender may by notice to the Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or dispatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where

113 EUROPE/71227769v4

communication by electronic mail or other electronic means is permitted under Clause 31.6 (Electronic communication)) electronic mail address and/or any other information required to enable the sending and receipt of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address, department and officer by that Lender for the purposes of Clause 31.2 (Addresses) and Clause 31.6(a)(ii) (Electronic communication) and the Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

40.17Credit appraisal by the Lenders

Without affecting the responsibility of any Security Party for information supplied by it or on its behalf in connection with any Relevant Document, each Lender confirms to the Agent, the Sustainability Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Relevant Document including but not limited to:

(a)the financial condition, status and nature of each Security Party and each other member of the Group;

(b)the legality, validity, effectiveness, adequacy or enforceability of any Relevant Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Relevant Document;

(c)whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Relevant Document, the transactions contemplated by the Relevant Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of under or in connection with any Relevant Document;

(d)the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any Encumbrance created or expressed to be created or evidenced by the Security Documents or the existence of any Encumbrance affecting the Charged Property.

40.18Reference Banks

If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Borrower) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.

40.19Deduction from amounts payable by the Agent

If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

114 EUROPE/71227769v4

27CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)other than where expressly provided for, oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

28SHARING AMONG THE FINANCE PARTIES

40.1Payments to Finance Parties

If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Security Party other than in accordance with Clause 29 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due under the Finance Documents then:

(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;

(b)the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 29 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and

(c)the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 29.6 (Partial payments).

40.2Redistribution of payments

The Agent shall treat the Sharing Payment as if it had been paid by the relevant Security Party and distribute it between the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 29.6 (Partial payments) towards the obligations of that Security Party to the Sharing Finance Parties.

40.3Recovering Finance Party's rights

On a distribution by the Agent under Clause 28.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Security Party, as between the relevant Security Party and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Security Party.

115 EUROPE/71227769v4

40.4Reversal of redistribution

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

(a)each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "Redistributed Amount"); and

(b)as between the relevant Security Party and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Security Party.

40.5Exceptions

(a)This Clause 28 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Security Party.

(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

116 EUROPE/71227769v4

Section 11

ADMINISTRATION

29PAYMENT MECHANICS

40.1Payments to the Agent

On each date on which a Security Party or a Lender is required to make a payment under a Finance Document, that Security Party or that Lender shall make the same available to the Agent for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

40.2Distributions by the Agent

Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 29.3 (Distributions to a Security Party) and Clause 29.4 (Clawback and pre-funding) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency.

40.3Distributions to a Security Party

The Agent may (with the consent of a Security Party or in accordance with Clause 30 (Set-Off)) apply any amount received by it for that Security Party in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Security Party under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

40.4Clawback and pre-funding

(a)Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)Unless Clause 29.4(c) (Clawback and pre-funding) applies, if the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

(c)If the Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent

117 EUROPE/71227769v4

that the Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i)the Agent shall notify the Borrower of that Lender's identity and the Borrower shall on demand refund it to the Agent; and

(ii)the Lender by whom those funds should have been made available or, if that Lender fails to do so, the Borrower, shall on demand pay to the Agent the amount (as certified by the Agent) which will indemnify the Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

40.5Impaired Agent

(a)If, at any time, the Agent becomes an Impaired Agent, a Security Party or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 29.1 (Payments to the Agent) may instead either:

(i)pay that amount direct to the required recipient(s); or

(ii)if in its absolute discretion it considers that it is not reasonably practicable to pay that amount direct to the required recipient(s), pay that amount or the relevant part of that amount to an interest-bearing account held with an Acceptable Bank in relation to which no Insolvency Event has occurred and is continuing, in the name of the Security Party or the Lender making the payment (the "Paying Party") and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents (the "Recipient Party" or "Recipient Parties").

In each case such payments must be made on the due date for payment under the Finance Documents.

(b)All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the Recipient Party or the Recipient Parties pro rata to their respective entitlements.

(c)A Party which has made a payment in accordance with this Clause 29.5 (Impaired Agent) shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.

(d)Promptly upon the appointment of a successor Agent in accordance with Clause 26.14 (Replacement of the Agent), each Paying Party shall (other than to the extent that that Party has given an instruction pursuant to Clause 29.5(e) (Impaired Agent)) give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution to the relevant Recipient Party or Recipient Parties in accordance with Clause 29.2 (Distributions by the Agent).

(e)A Paying Party shall, promptly upon request by a Recipient Party and to the extent:

(i)that it has not given an instruction pursuant to Clause 29.5(d) (Impaired Agent); and

118 EUROPE/71227769v4

(ii)that it has been provided with the necessary information by that Recipient Party,

give all requisite instructions to the bank with whom the trust account is held to transfer the relevant amount (together with any accrued interest) to that Recipient Party.

40.6Partial payments

(a)If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Security Party under the Finance Documents, the Agent shall apply that payment towards the obligations of that Security Party under the Finance Documents in the following order:

(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Security Agent under the Finance Documents;

(ii)secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;

(iii)thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)The Agent shall, if so directed by the Majority Lenders, vary the order set out in Clauses 29.6(a)(ii) (Partial payments) to 29.6(a)(iv) (Partial payments).

(c)Clauses 29.6(a) (Partial payments) and 29.6(b) (Partial payments) will override any appropriation made by a Security Party.

40.7No set-off by Security Parties

All payments to be made by a Security Party under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

40.8Business Days

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

40.9Currency of account

(a)Subject to Clauses 29.9(a) (Currency of account) to 29.9(e) (Currency of account), dollars is the currency of account and payment for any sum due from a Security Party under any Finance Document

119 EUROPE/71227769v4

(b)A repayment or payment of all or part of a Loan or an Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.

(c)Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

(d)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(e)Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

40.10Control account

The Agent shall open and maintain on its books a control account in the name of the Borrower showing the advance of the Loan and the computation and payment of interest and all other sums due under this Agreement. The Borrower's obligations to repay the Loan and to pay interest and all other sums due under this Agreement shall be evidenced by the entries from time to time made in the control account opened and maintained under this Clause 29.10 (Control account) and those entries will, in the absence of error, be conclusive and binding.

40.11Change of currency

(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Agent (after consultation with the Borrower); and

(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably).

(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

40.12Disruption to payment systems etc.

If either the Agent determines in its discretion that a Disruption Event has occurred or the Agent is notified by the Borrower that a Disruption Event has occurred:

(a)the Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Loan as the Agent may deem necessary in the circumstances;

120 EUROPE/71227769v4

(b)the Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in Clause 29.12(a) (Disruption of payment systems etc.) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;

(c)the Agent may consult with the Finance Parties in relation to any changes mentioned in Clause 29.12(a) (Disruption of payment systems etc.) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)any such changes agreed upon by the Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 35 (Amendments and Waivers);

(e)the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 29.12 (Disruption to payment systems etc.); and

(f)the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 29.12(d) Disruption to payment systems etc.).

30SET-OFF

40.1Set-off

A Finance Party may, while an Event of Default is continuing, set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

40.2Master Agreement rights

The rights conferred on the Swap Provider by this Clause 30 (Set-Off) shall be in addition to, and without prejudice to or limitation of, the rights of netting and set off conferred on the Swap Provider by the Master Agreement.

31NOTICES

40.1Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

121 EUROPE/71227769v4

40.2Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)in the case of the Borrower, that identified with its name below;

(b)in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party;

(c)in the case of the Swap Provider, that identified with its name below; and

(d)in the case of the Agent, the Sustainability Agent or the Security Agent, that identified with its name below,

or any substitute address, fax number, or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days' notice.

40.3Delivery

Any communication or document made or delivered by one Party to another under or in connection with the Finance Documents will only be effective:

(a)if by way of fax, when received in legible form; or

(b)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address;

and, if a particular department or officer is specified as part of its address details provided under Clause 31.2 (Addresses), if addressed to that department or officer.

Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or the Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's or the Security Agent's signature below (or any substitute department or officer as the Agent or the Security Agent shall specify for this purpose).

All notices from or to a Security Party (save in respect of the Master Agreement) shall be sent through the Agent.

Any communication or document which becomes effective, in accordance with this Clause 31.3 (Delivery), after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

40.4Notification of address and fax number

Promptly upon changing its address or fax number, the Agent shall notify the other Parties.

122 EUROPE/71227769v4

40.5Communication when Agent is Impaired Agent

If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.

40.6Electronic communication

(a)Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication and if those two Parties:

(i)notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)Any electronic communication made between those two Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or the Security Agent shall specify for this purpose.

(c)Any electronic communication which becomes effective, in accordance with Clause 31.6(b) (Electronic communication), after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

40.7Use of websites

(a)The Borrower may satisfy its obligations under this Agreement to deliver any information in relation to those Lenders (the "Website Lenders") who accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Agent (the "Designated Website") if:

(i)the Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)both the Borrower and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)the information is in a format previously agreed between the Borrower and the Agent.

If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in

123 EUROPE/71227769v4

paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

(b)The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Borrower and the Agent.

(c)The Borrower shall promptly upon becoming aware of its occurrence notify the Agent if:

(i)the Designated Website cannot be accessed due to technical failure;

(ii)the password specifications for the Designated Website change;

(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)the Borrower becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If the Borrower notifies the Agent under Clause 31.7(c)(i) (Use of websites) or Clause 31.7(c)(v) (Use of websites), all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Borrower shall comply with any such request within ten Business Days.

(e)The Borrower shall be liable for any cost incurred by the Agent or any Website Lender under this Clause.

40.8English language

Any notice given under or in connection with any Finance Document must be in English. All other documents provided under or in connection with any Finance Document must be:

(a)in English; or

(b)if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

124 EUROPE/71227769v4

32CALCULATIONS AND CERTIFICATES

40.1Accounts

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Agent pursuant to Clause 29.10 (Control account) are prima facie evidence of the matters to which they relate.

40.2Certificates and determinations

Any certification or determination by the Agent of a rate or amount under any Finance Document is, in the absence of error, conclusive evidence of the matters to which it relates.

40.3Day count convention and interest calculation

(a)Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:

(i)on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice; and

(ii)subject to paragraph (b) below, without rounding.

(b)The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by a Security Party under a Finance Document shall be rounded to 2 decimal places.

33PARTIAL INVALIDITY

If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

34REMEDIES AND WAIVERS

No failure to exercise, nor any delay in exercising, on the part of any Finance Party or Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of any Finance Party or Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

35AMENDMENTS AND WAIVERS

40.1Required consents

(a)Subject to Clause 35.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.

125 EUROPE/71227769v4

(b)The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 35 (Amendments and Waivers).

(c)Without prejudice to the generality of Clauses 26.7(c), 26.7(d) and 26.7(e) (Rights and discretions of the Agent), the Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

40.2Exceptions

(a)Subject to Clause 35.6 (Changes to reference rates), an amendment of or waiver or (in the case of a Security Document) a consent in relation to, any term of any Finance Document that has the effect of changing or which relates to:

(i)the definition of "Majority Lenders" in Clause 1.1 (Definitions);

(ii)an extension to the date of payment of any amount under the Finance Documents;

(iii)a reduction in the Applicable Margin except in accordance with Clause 9.6 (Margin Adjustment) or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)a change in currency of payment of any amount under the Finance Documents;

(v)an increase in any Commitment, an extension of the Availability Period or any requirement that a cancellation of Commitments reduces the Commitments of the Lenders rateably;

(vi)any provision which expressly requires the consent of all the Lenders;

(vii)Clause 2.2 (Finance Parties' rights and obligations), Clause 24 (Changes to the Lenders), this Clause 35 (Amendments and Waivers), Clause 39 (Governing Law) or Clause 40.1 (Jurisdiction of English courts);

(viii)(other than as expressly permitted by the provisions of any Finance Document) the nature or scope of:

(A)any Guarantee;

(B)the Charged Property; or

(C)the manner in which the proceeds of enforcement of the Security Documents are distributed; or

(ix)the release of any Guarantee or of any Encumbrance created or expressed to be created or evidenced by the Security Documents unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of any Encumbrance created or expressed to be created or evidenced by the Security Documents where such sale or disposal is expressly permitted under this Agreement or any other Finance Document;

shall not be made, or given, without the prior consent of all the Lenders.

126 EUROPE/71227769v4

(b)An amendment or waiver which relates to the rights or obligations of the Agent, the Security Agent or the Arranger (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent or, as the case may be, the Arranger.

40.3Replacement of Lender

(a)If the Borrower or any other Security Party becomes obliged to repay any amount in accordance with Clause 7.1 (Illegality) or to pay additional amounts pursuant to Clause 13.2 (Tax gross-up), Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs) to any Lender: then the Borrower may, on five Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Borrower, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loan and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.

(b)The replacement of a Lender pursuant to this Clause 35.3 (Replacement of Lender) shall be subject to the following conditions:

(i)the Borrower shall have no right to replace the Agent or Security Agent;

(ii)neither the Agent nor the Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii)in no event shall the Lender replaced under this Clause 35.3 (Replacement of Lender) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 35.3 (Replacement of Lender) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer.

(c)A Lender shall perform the checks described in Clause 35.3(b)(iv) (Replacement of Lender) as soon as reasonably practicable following delivery of a notice referred to in Clause 35.3 (Replacement of Lender) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

40.4Disenfranchisement of Defaulting Lenders

(a)For so long as a Defaulting Lender has any Commitment, in ascertaining:

(i)the Majority Lenders; or

(ii)whether:

(A)any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments; or

127 EUROPE/71227769v4

(B)the agreement of any specified group of Lenders,

has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender's Commitment will be reduced by the amount of its participation in the Loan it has failed to make available and, to the extent that that reduction results in that Defaulting Lender's Commitment being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of (i) and (ii).

(b)For the purposes of this Clause 35.4 (Disenfranchisement of Defaulting Lenders), the Agent may assume that the following Lenders are Defaulting Lenders:

(i)any Lender which has notified the Agent that it has become a Defaulting Lender;

(ii)any Lender in relation to which it is aware that any of the events or circumstances referred to in (a), (b) or (c) of the definition of "Defaulting Lender" has occurred,

unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

40.5Replacement of a Defaulting Lender

(a)The Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving ten Business Days' prior written notice to the Agent and such Lender, replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a "Replacement Lender") selected by the Borrower which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the transferring Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:

(i)in an amount equal to the outstanding principal amount of such Lender's participation in the outstanding Loan and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or

(ii)in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in (a).

(b)Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 35.5 (Replacement of a Defaulting Lender) shall be subject to the following conditions:

(i)the Borrower shall have no right to replace the Agent or Security Agent;

(ii)neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;

(iii)the transfer must take place no later than 7 days after the notice referred to in Clause 35.5(a) (Replacement of a Defaulting Lender);

128 EUROPE/71227769v4

(iv)in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and

(v)the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 35.5(a) (Replacement of a Defaulting Lender) once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.

(c)The Defaulting Lender shall perform the checks described in Clause 35.5(b)(v) (Replacement of a Defaulting Lender) as soon as reasonably practicable following delivery of a notice referred to in Clause 35.5(a) (Replacement of a Defaulting Lender) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

40.6Changes to reference rates

(a)Subject to Clause 35.2 (Exceptions), if a Published Rate Replacement Event has occurred in relation to a Published Rate, any amendment or waiver which relates to:

(i)providing for the use of a Replacement Reference Rate in place of that Published Rate; and

(ii)

(A)aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

(C)implementing market conventions applicable to that Replacement Reference Rate;

(D)providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower.

129 EUROPE/71227769v4

(b)An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded Rate Loan under this Agreement to any recommendation of a Relevant Nominating Body which:

(i)relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and

(ii)is issued on or after the date of this Agreement,

may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrower.

(c)If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) or (b) above within 10 Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made:

(i)its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and

(ii)its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(d)In this Clause 35.6 (Changes to reference rates):

"Published Rate" means:

(a)the RFR; or

(b)the Screen Rate.

"Published Rate Replacement Event" means, in relation to a Published Rate:

(a)the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders, and the Borrower materially changed;

(b)

(i)

(A)the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or

130 EUROPE/71227769v4

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(ii)the administrator of that Published Rate publicly announces that it has ceased or will cease, to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate;

(iii)the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or

(iv)the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or

(v)in the case of the Screen Rate for any Quoted Tenor, the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information:

(A)stating that that Screen Rate for that Quoted Tenor is no longer, or as of a specified future date will no longer be, representative of the underlying market or the economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B)with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication; or

(c)the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(i)the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(ii)that Published Rate is calculated in accordance with any such policy or arrangement for a period which is no less than:

(A)the Screen Rate Contingency Period in the case of the Screen Rate; or

(B)the period specified as the "RFR Contingency Period" in the Compounded Rate Terms in the case of the RFR; or

(d)in the opinion of the Majority Lenders and the Borrower, that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

131 EUROPE/71227769v4

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Replacement Reference Rate" means a reference rate which is:

(a)formally designated, nominated or recommended as the replacement for a Published Rate by:

(i)the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(ii)

any Relevant Nominating Body,

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under sub-paragraph (ii) above;

(b)in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or

(c)in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to a Published Rate.

"Screen Rate Contingency Period" means 10 Business Days.

36CONFIDENTIALITY

40.1Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 36.2 (Disclosure of Confidential Information) and Clause 36.3 (DAC6), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

40.2Disclosure of Confidential Information

Any Finance Party may disclose:

(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners, credit insurers and insurers, reinsurers, insurance

132 EUROPE/71227769v4

brokers and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this Clause 36.2(a) (Disclosure of Confidential Information) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

(b)to any person:

(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Security Parties and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii)appointed by any Finance Party or by a person to whom (Disclosure of Confidential Information) 36.2(b)(i) or 36.2(b)(ii) (Disclosure of Confidential Information) applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under Clause 26.16(b) (Relationship with the Lenders));

(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in Clause 36.2(b)(i) (Disclosure of Confidential Information) or 36.2(b)(ii) (Disclosure of Confidential Information);

(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;

(vii)who is a Party;

(viii)with the consent of the Borrower; or

(ix)which is a classification society or other entity which a Lender has engaged to make the calculations necessary to enable that Lender to comply with its reporting obligations under the Poseidon Principles,

133 EUROPE/71227769v4

in each case, such Confidential Information as that Finance Party shall consider appropriate if:

(A)in relation to Clauses 36.2(b)(i) (Disclosure of Confidential Information), 36.2(b)(ii) (Disclosure of Confidential Information) and 36.2(b)(iii) (Disclosure of Confidential Information), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)in relation to Clause 36.2(b)(iv) (Disclosure of Confidential Information), the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)in relation to Clauses 36.2(b)(v) (Disclosure of Confidential Information), 36.2(b)(vi) (Disclosure of Confidential Information), the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and

(c)to any person appointed by that Finance Party or by a person to whom Clause 36.2(b)(i) (Disclosure of Confidential Information) or 36.2(b)(ii) (Disclosure of Confidential Information) applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this Clause 36.2(c) (Disclosure of Confidential Information) if the service provider to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking; and

(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Security Parties and/or the Group.

40.3DAC6

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU as may be applicable in the United Kingdom, whether directly or by any relevant legislation.

134 EUROPE/71227769v4

40.4Disclosure to numbering service providers

(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Loan and/or one or more Security Parties the following information:

(i)names of Security Parties;

(ii)country of domicile of Security Parties;

(iii)place of incorporation of Security Parties;

(iv)date of this Agreement;

(v)Clause 39 (Governing Law);

(vi)the names of the Agent and the Arranger;

(vii)date of each amendment and restatement of this Agreement;

(viii)amount of Total Commitments;

(ix)currencies of the Loan;

(x)type of Loan;

(xi)ranking of the Loan;

(xii)Termination Date;

(xiii)changes to any of the information previously supplied pursuant to (i) to (xii); and

(xiv)such other information agreed between such Finance Party and that Security Party,

to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Loan and/or one or more Security Parties by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)The Borrower represents that none of the information set out in Clauses 36.4(a)(i) (Disclosure to numbering service providers) to 36.4(a)(xiv) (Disclosure to numbering service providers) is, nor will at any time be, unpublished price-sensitive information.

(d)The Agent shall notify the Borrower and the other Finance Parties of:

(i)the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Loan and/or one or more Security Parties; and

135 EUROPE/71227769v4

(ii)the number or, as the case may be, numbers assigned to this Agreement, the Loan and/or one or more Security Parties by such numbering service provider.

40.5Entire agreement

This Clause 36 (Confidentiality) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

40.6Inside information

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

40.7Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

(a)of the circumstances of any disclosure of Confidential Information made pursuant to Clause 36.2(b)(v) (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that Clause during the ordinary course of its supervisory or regulatory function; and

(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 36 (Confidentiality).

40.8Continuing obligations

The obligations in this Clause 36 (Confidentiality) are continuing.

37DISCLOSURE OF LENDER DETAILS BY AGENT

40.1Supply of Lender details to Borrower

The Agent shall provide to the Borrower within seven Business Days of a request by the Borrower (but no more frequently than once per calendar month) a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.

136 EUROPE/71227769v4

40.2Supply of Lender details at Borrower's direction

(a)The Agent shall, at the request of the Borrower, disclose the identity of the Lenders and the details of the Lenders' Commitments to any:

(i)other Party or any other person if that disclosure is made to facilitate, in each case, a refinancing of the Financial Indebtedness arising under the Finance Documents or a material waiver or amendment of any term of any Finance Document; and

(ii)Security Party.

(b)Subject to Clause 37.2(c) (Supply of Lender details to Borrower), the Borrower shall procure that the recipient of information disclosed pursuant to Clause 37.2(a) (Supply of Lender details to Borrower) shall keep such information confidential and shall not disclose it to anyone and shall ensure that all such information is protected with security measures and a degree of care that would apply to the recipient's own confidential information.

(c)The recipient may disclose such information to any of its officers, directors, employees, professional advisers, auditors and partners as it shall consider appropriate if any such person is informed in writing of its confidential nature, except that there shall be no such requirement to so inform if that person is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by duties of confidentiality in relation to the information.

40.3Supply of Lender details to other Lenders

(a)If a Lender (a "Disclosing Lender") indicates to the Agent that the Agent may do so, the Agent shall disclose that Lender's name and Commitment to any other Lender that is, or becomes, a Disclosing Lender.

(b)The Agent shall, if so directed by the Requisite Lenders, request each Lender to indicate to it whether it is a Disclosing Lender.

40.4Lender enquiry

If any Lender believes that any entity is, or may be, a Lender and:

(a)that entity ceases to have an Investment Grade Rating; or

(b)an Insolvency Event occurs in relation to that entity,

the Agent shall, at the request of that Lender, indicate to that Lender the extent to which that entity has a Commitment.

40.5Lender details definitions

In this Clause 37 (Disclosure of Lender Details by Agent):

"Investment Grade Rating" means, in relation to an entity, a rating for its long-term unsecured and non-credit-enhanced debt obligations of BBB- or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher by Moody's Investors Service Limited or a comparable rating from an internationally recognised credit rating agency.

137 EUROPE/71227769v4

"Requisite Lenders" means a Lender or Lenders whose Commitments aggregate 15 per cent. (or more) of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated 15 per cent. (or more) of the Total Commitments immediately prior to that reduction).

40.6Consent to publication

Subject to the Borrower's written consent, such consent not to be unreasonably withheld, the Agent and/or the Arranger reserve the right, at their expense, to publish information in connection with their participation in and the agency and arrangements contained in the Finance Documents, in internal and external publications and for such purpose, the Agent or the Arranger may use the Borrower's or the Collateral Owners' logos or trademarks in connection with any such publication.

38COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

138 EUROPE/71227769v4

Section 12

GOVERNING LAW AND ENFORCEMENT

39GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

40ENFORCEMENT

40.1Jurisdiction of English courts

To the extent allowed by law, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a "Dispute"). Each Party agrees that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

This Clause 40.1 (Jurisdiction of English courts) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, any Finance Party may take concurrent proceedings in any number of jurisdictions.

40.2Service of process

(a)Without prejudice to any other mode of service allowed under any relevant law, the Borrower:

(i)irrevocably appoints Mr. John Georgiou, 42 Marble Drive, London, NW2 1XA, England (tel/fax: +44 208 361 2606) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)agrees that failure by a process agent to notify the Borrower of the process will not invalidate the proceedings concerned.

(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process or terminates its appointment as agent for service of process, the Borrower must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.

41BAIL-IN

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)any Bail-In Action in relation to any such liability, including (without limitation):

139 EUROPE/71227769v4

(i)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

(ii)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)a cancellation of any such liability; and

(b)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

140 EUROPE/71227769v4

Schedule 1

THE ORIGINAL LENDERS


Name of Original Lender	Commitment	Treaty Passport scheme reference number and jurisdiction of residence
DNB (UK) Limited 8th Floor The Walbrook Building 25 Walbrook London EC4N 8AF, England	Term Commitment: 100% Revolving Commitment: 100%	DDTP NUMBER: 58/D/305668/DTTP England

141 EUROPE/71227769v4

Schedule 2

Part A

CONDITIONS PRECEDENT

1SECURITY PARTIES

4.1Constitutional documents

(a)Copies of the constitutional documents of each Security Party together with such other evidence as the Agent may reasonably require that each Security Party is duly incorporated in its country of incorporation and remains in existence with power to enter into, and perform its obligations under, the Relevant Documents to which it is or is to become a party.

(b)A copy of any joint venture, silent partnership agreement or shareholders agreement in respect of each security Party (if applicable).

4.2Certificates of good standing

A certificate of good standing in respect of each Security Party (if such a certificate can be obtained).

4.3Board resolutions

A copy of a resolution of the board of directors of each Security Party:

(a)approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute those Finance Documents; and

(b)authorising a specified person or persons to execute those Relevant Documents (and all documents and notices to be signed and/or dispatched under those documents) on its behalf.

4.4Copy passports

A copy of the passport of each person authorised by the resolutions referred to in clause 1.3 above.

4.5Shareholder resolutions

If required by law, a copy of a resolution signed by all the holders of the issued shares in each Security Party (other than the Borrower), approving the terms of, and the transactions contemplated by, the Relevant Documents to which that Security Party is a party.

4.6Officer's certificates

An original certificate of a duly authorised officer of each Security Party:

(a)certifying that each copy document relating to it specified in this Part A of Schedule 2 is correct, complete and in full force and effect;

(b)setting out the names of the directors, officers and shareholders of that Security Party and the proportion of shares held by each shareholder; and

142 EUROPE/71227769v4

(c)confirming that borrowing or guaranteeing or securing, as appropriate, the Loan would not cause any borrowing, guarantee, security or similar limit binding on that Security Party to be exceeded.

4.7Evidence of registration

Where such registration is required or permitted under the laws of the relevant jurisdiction, evidence that the names of the directors, officers and shareholders of each Security Party are duly registered in the companies registry or other registry in the country of incorporation of that Security Party.

4.8Powers of attorney

The original notarially attested and legalised power of attorney of each of the Security Parties under which the Relevant Documents to which it is or is to become a party are to be executed or transactions undertaken by that Security Party.

2SECURITY AND RELATED DOCUMENTS

4.1Vessel documents

Photocopies, certified as true, accurate and complete by a director or the secretary of the Borrower, of:

(a)any charterparty or other contract of employment of the Vessels which will be in force on the Drawdown Date;

(b)the Management Agreements in respect of the Vessels;

(c)the Vessels' current Safety Construction, Safety Equipment, Safety Radio Oil Pollution Prevention and Load Line Certificates;

(d)evidence of the Vessel's current Certificate of Financial Responsibility issued pursuant to the United States Oil Pollution Act 1990;

(e)the Vessels' current SMC;

(f)the ISM Company's current DOC;

(g)the Vessels' current ISSC;

(h)the Vessels' current IAPPC;

(i)the Vessels' current Tonnage Certificate; and

(j)the Vessels' Inventory of Hazardous Materials,

in each case together with all addenda, amendments or supplements.

4.2Evidence of Collateral Owner's title

Certificate of ownership and encumbrance (or equivalent) issued by the Registrar of Ships (or equivalent official) of the Approved Flag confirming that each Vessel is permanently

143 EUROPE/71227769v4

registered under that flag in the ownership of the relevant Collateral Owner, (b) each Mortgage has been registered with first priority against each Vessel and (c) there are no further Encumbrances registered against any Vessel.

4.3Evidence of insurance

(a)Evidence that the Vessels are insured in the manner required by the Security Documents and that letters of undertaking will be issued in the manner required by the Security Documents, together with (if required by the Agent) the written approval of the Insurances by an insurance adviser appointed by the Agent.

(b)If required by the Agent, an opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the Insurances as the Agent may require.

4.4Confirmation of class

A Certificate of Confirmation of Class for hull and machinery confirming that each Vessel is classed with the highest class applicable to vessels of her type with Lloyd's Register or such other classification society as may be acceptable to the Agent free of recommendations affecting class.

4.5Valuation

Not later than 30 days prior to the date of this Agreement, one or more valuation(s) of each Vessel addressed to the Agent from an Approved Shipbroker certifying the Market Value for each Vessel, acceptable to the Agent.

4.6Security Documents

The Security Documents, duly executed and, where applicable, registered, together with all other documents required by any of them, including, without limitation, all notices of assignment and/or charge and evidence that those notices will be duly acknowledged by the recipients.

4.7Mandates

Such duly signed forms of mandate, and/or other evidence of the opening of the Earnings Accounts, as the Security Agent may require.

4.8No disputes

The written confirmation of the Borrower that there is no dispute under any of the Relevant Documents as between the parties to any such document.

4.9Account Holder's confirmation

The written confirmation of the Account Holder that the relevant Earnings Accounts have been opened with the Account Holder and to its actual knowledge are free from Encumbrances other than as created by or pursuant to the Security Documents and rights of set off in favour of the Account Holder as account holder.

4.10Master Agreement

144 EUROPE/71227769v4

The Master Agreement.

4.11Other Relevant Documents

Copies of each of the Relevant Documents not otherwise comprised in the documents listed in this Part A of Schedule 2.

3LEGAL OPINIONS

The following legal opinions, each addressed to the Agent, the Security Agent, the Swap Provider and the Lenders and capable of being relied upon by any persons who become Lenders pursuant to the primary syndication of the Loan or confirmation satisfactory to the Agent that such opinions will be given:

4.1a legal opinion of Watson Farley & Williams, legal advisers to the Agent as to English law substantially in the form satisfactory to the Lenders prior to signing this Agreement;

4.2a legal opinion of the following legal advisers to the Agent:

(a)Watson Farley & Williams, as to Liberian law; and

(b)Watson Farley & Williams, as to Marshall Islands law;

(c)Chrysses Demetriades & Co. LLC, as to Cypriot law; and

(d)Arias B. & Associates, as to Panamanian law.

4OTHER DOCUMENTS AND EVIDENCE

4.1Drawdown Request

A duly completed Drawdown Request.

4.2Process agent

Evidence that any process agent referred to in Clause 40.2 (Service of process) and any process agent appointed under any other Finance Document has accepted its appointment.

4.3Other Authorisations

A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Relevant Document or for the validity and enforceability of any Relevant Document.

4.4Financial statements

A copy of the Original Financial Statements of the Borrower.

4.5Fees

145 EUROPE/71227769v4

A Fee Letter and evidence that the fees, costs and expenses then due from the Borrower under Clause 12 (Fees) and Clause 17 (Costs and Expenses) have been paid or will be paid by the Drawdown Date.

4.6"Know your customer" documents

Such documentation and other evidence as is reasonably requested by the Agent in order for the Lenders to comply with all necessary "know your customer" or similar identification procedures in relation to the transactions contemplated in the Finance Documents, including any specimen signatures required by Agent.

4.7Side Letter

The side letter evidencing the Current Shareholders of the Borrower issued by the Borrower in favour of the Agent in such form as the Agent may require.

4.8Amount in the Earnings Accounts

Evidence that the amount of two hundred thousand dollars ($200,000) is credited to each Earnings Account.

4.9Withholding tax

Evidence that any withholding tax payable by a Security Party will be paid or application to tax authorities is or will be sent by the Drawdown Date.

146 EUROPE/71227769v4

Part B

CONDITIONS SUBSEQUENT

1LETTERS OF UNDERTAKING

Letters of undertaking in respect of the Insurances as required by the Security Documents together with copies of the relevant policies or cover notes or entry certificates duly endorsed with the interest of the Finance Parties.

2ACKNOWLEDGEMENTS OF NOTICES

Acknowledgements of all notices of assignment and/or charge given pursuant to the Security Documents.

3LEGAL OPINIONS

Such of the legal opinions specified in Part A of this Schedule 2 as have not already been provided to the Agent.

4COMPANIES ACT REGISTRATIONS

If applicable, evidence that the prescribed particulars of the Security Documents have been delivered to any relevant the Registry of Companies/Corporations within the statutory time limit.

5MASTER'S RECEIPT

If applicable, the master's receipt for the Mortgage.

6MORTGAGEE'S INSURANCES FEES

Payment to the Agent of all fees in relation to inspections, valuations, legal fees and premiums for Mortgagee's Insurances, once notified by the Agent to the Borrower.

147 EUROPE/71227769v4

Schedule 3

DRAWDOWN REQUEST

From: SAFE BULKERS, INC.

To: DNB BANK ASA

Dated:

Dear Sirs

Safe Bulkers, Inc. - Loan Agreement relating to a $30,000,000 term loan facility and a $30,000,000 reducing revolving facility as supplemented by supplemental agreements dated 20 February 2015 and 15 December 2015, as amended and restated on 22 February 2016, as further supplemented by supplemental agreements dated 1 June 2016 and 8 December 2016, as further amended and restated on 26 July 2017, as further amended and restated on 3 October 2018, as further amended and restated on 28 March 2019, as further supplemented by a supplemental agreement dated 30 May 2020, as further amended and restated pursuant to a deed of amendment, restatement, release and confirmation dated 27 September 2021 and as further amended and restated pursuant to an amendment and restatement agreement dated [●] 2022 (the "Agreement")

1We refer to the Agreement. This is a Drawdown Request. Terms defined in the Agreement have the same meaning in this Drawdown Request unless given a different meaning in this Drawdown Request.

2We wish to [make a Drawing under the Reducing Revolving Facility] [draw down the Term Loan Facility] on the following terms:

Proposed Drawdown Date: [] (or, if that is not a Business Day, the next Business Day)

Amount: []

Interest Period: []

3We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Drawdown Request.

4The proceeds of the [Drawing][Term Loan Facility] should be credited to [account] [towards repayment in full of the Existing Indebtedness].

5This Drawdown Request is irrevocable.

Yours faithfully

…………………………………………

authorised signatory for

SAFE BULKERS, INC.

148 EUROPE/71227769v4

149 EUROPE/71227769v4

Schedule 4

FORM OF TRANSFER CERTIFICATE

To: [] as Agent

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

1We refer to the Loan Agreement. This agreement (the "Agreement") shall take effect as a Transfer Certificate for the purposes of the Loan Agreement. Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2We refer to Clause 24.5 (Procedure for transfer) of the Loan Agreement:

(a)The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation and in accordance with Clause 24.5 (Procedure for transfer) all of the Existing Lender's rights and obligations under the Loan Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement as specified in the Schedule.

(b)The proposed Transfer Date is [].

(c)The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

3The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.4(a)(iii) (Limitation of responsibility of Existing Lenders).

4The New Lender confirms, for the benefit of the Agent and without liability to any Security Party, that it is:

(a)[a Qualifying Lender other than a Treaty Lender;]

(b)[a Treaty Lender;]

(c)[not a Qualifying Lender].

[5] [The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

150 EUROPE/71227769v4

(d)a company resident in the United Kingdom for United Kingdom tax purposes;

(e)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(f)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

[5] [The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number []) and is tax resident in [], so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax, and requests that the Agent notify the Borrower that it wishes that scheme to apply to the Agreement.]

[6] This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

[7] This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

[8] This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be created or evidenced by the Security Documents in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

151 EUROPE/71227769v4

The Schedule

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender] [New Lender]

By: By:

This Agreement is accepted as a Transfer Certificate for the purposes of the Loan Agreement by the Agent and the Transfer Date is confirmed as [].

DNB BANK ASA

By:

152 EUROPE/71227769v4

Schedule 5

FORM OF ASSIGNMENT AGREEMENT

To: [] as Agent and [] and [] as Borrower, for and on behalf of each Security Party

From: [the Existing Lender] (the "Existing Lender") and [the New Lender] (the "New Lender")

Dated:

1We refer to the Loan Agreement. This is an Assignment Agreement. This agreement (the "Agreement") shall take effect as an Assignment Agreement for the purpose of the Loan Agreement. Terms defined in the Loan Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.

2We refer to Clause 24.6 (Procedure for assignment) of the Loan Agreement:

(a)The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Loan Agreement, the other Finance Documents and in respect of any Encumbrance created or expressed to be created or evidenced by the Security Documents which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement as specified in the Schedule.

(b)The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitment(s) and participations in the Loan under the Loan Agreement specified in the Schedule.

(c)The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b).

3The proposed Transfer Date is [].

4On the Transfer Date the New Lender becomes:

Party to the relevant Finance Documents as a Lender.

5The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 31.2 (Addresses) are set out in the Schedule.

6The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.4(c) (Limitation of responsibility of Existing Lenders).

153 EUROPE/71227769v4

7The New Lender confirms, for the benefit of the Agent and without liability to any Security Party, that it is:

(a)[a Qualifying Lender (other than a Treaty Lender);]

(b)[a Treaty Lender;]

(c)[not a Qualifying Lender].

8[The New Lender confirms that the person beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document is either:

(a)a company resident in the United Kingdom for United Kingdom tax purposes;

(b)a partnership each member of which is:

(i)a company so resident in the United Kingdom; or

(c)a company not so resident in the United Kingdom which carries on a trade in the United Kingdom through a permanent establishment and which brings into account interest payable in respect of that advance in computing the chargeable profits (within the meaning of section 19 of the CTA) of that company.]

9[The New Lender confirms that it holds a passport under the HMRC DT Treaty Passport scheme (reference number []) and is tax resident in [], so that interest payable to it by borrowers is generally subject to full exemption from UK withholding tax and hereby notifies the Borrower that it wishes that scheme to apply to the Loan Agreement.]

10This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 24.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), to the Borrower (on behalf of each Security Party) of the assignment referred to in this Agreement.

11This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.

12This Agreement [and any non-contractual obligations arising out of or in connection with it] [is/are] governed by English law.

13This Agreement has been entered into on the date stated at the beginning of this Agreement.

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be created or evidenced by the Security Documents in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a

154 EUROPE/71227769v4

share in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

155 EUROPE/71227769v4

The Schedule

Commitment/rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender] [New Lender]

By: By:

This Agreement is accepted as an Assignment Agreement for the purposes of the Loan Agreement by the Agent and the Transfer Date is confirmed as [].

Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

DNB BANK ASA

By:

156 EUROPE/71227769v4

Schedule 6

FORM OF COMPLIANCE CERTIFICATE

To: DNB BANK ASA

From: SAFE BULKERS, INC.

Dated:

Dear Sirs

1We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2We confirm that:

Agreement Clause Covenant determination/Calculation compliance (min/max amount)

13.2.25 (a) Consolidated Group Leverage

Consolidated Total Liabilities USD[ ]

÷ Consolidated Total Assets USD[ ]

= Consolidated Group Leverage [ %] [minimum 85%]

13.2.25 (b) EBITDA to Interest Expense ratio

EBITDA USD[ ]

÷ Interest Expense USD[ ]

= EBITDA to Interest Expense ratio [ ] [maximum 2:1]

13.2.25 (c) Net Worth

Consolidated Total Assets USD[ ]

(minus) Consolidated

Total Liabilities USD[ ]

= Net Worth [ %] [min. USD150,000,000]

3We confirm that the VTL Coverage as at the date hereof is [] per cent.

157 EUROPE/71227769v4

4[We confirm that no Default is continuing.]1


Signed:	………………………………………………	………………………………………………
	Officer	Officer
	of	of
	SAFE BULKERS, INC.	SAFE BULKERS, INC.

[insert applicable certification language]

………………………………………………

[for and on behalf of

[name of auditors of the Borrower]2 ]

1 If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

2Only applicable if the Compliance Certificate accompanies the audited financial statements and is to be signed by the auditors.

158 EUROPE/71227769v4

Schedule 7

REDUCING REVOLCING FACILITY


Reduction Dates (save as previously repaid or prepaid)	Reduction Amount	Maximum Available Amount: $30,000,000 as of the Amendment Date as reduced below $
September 30, 2025	5,000,000	25,000,000
March 31, 2026	5,000,000	20,000,000
September 30, 2026	20,000,000	0

159 EUROPE/71227769v4

Schedule 8

FORM OF SUSTAINABILITY CERTIFICATE

POSEIDON CO2 EMISSIONS CERTIFICATE

To: DNB Bank ASA, London Branch as Agent and Sustainability Agent

From: [ ]

Dated: []

Dear Sirs

1We refer to the Agreement. This is a Sustainability Certificate. Terms defined in the Agreement have the same meaning when used in this Sustainability Certificate unless given a different meaning in this Sustainability Certificate.

2We confirm that:

AER details:


AER Reference Vessel	AER	AER Trajectory Values	AER Vessel Delta

We confirm that the AER Delta Average for the year ending 20[●] is [●] and accordingly the Sustainable Margin Adjustment is [●].

160 EUROPE/71227769v4

3We confirm that no Default is continuing.

Signed: ________________________

[Chief Financial Officer]

161 EUROPE/71227769v4

Schedule 9

DETAILS OF THE SHIPS

Ship

Ship name (IMO)

Collateral Owner owning the Vessel

Approved Flag

Approved Classification Society

Vessel A

MARTINE
(9411537)

Eniadefhi

Republic of Cyprus

Lloyd's Register

Vessel B

ANDREAS K (9438121)

Maxdodeka

Republic of Cyprus

Lloyd's Register

Vessel C

KYPROS BRAVERY (9694490)

Gloverfour

Republic of Cyprus

Bureau Veritas

Vessel D

KYPROS LOYALTY (9717424)

Gloverfive

Republic of Cyprus

Bureau Veritas

Vessel E

PEDHOULAS CHERRY
(9738040)

Youngone

Republic of Cyprus

American Bureau of Shipping

162 EUROPE/71227769v4

Schedule 10

COMPOUNDED RATE TERMS

CURRENCY:

Dollars

Cost of funds as a fallback

Cost of funds will apply as a fallback

Definitions

Additional Business Days:

An RFR Banking Day

Backstop Rate Switch Date:

30 June 2023

Break Costs:

None specified

Business Day Conventions (definition of "Month" and Clause 10.2 (Non-Business Days)):

(a)If any period is expressed to accrue by reference to a Month or any number of Months then, in respect of the last Month of that period:

(i)subject to sub-paragraph (iii) below, if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(i)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(i)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

163 EUROPE/71227769v4

(a)If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Central Bank Rate:

(a)The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

(b)if that target is not a single figure, the arithmetic mean of:

(i)the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

(ii)the lower bound of that target range.

Central Bank Rate Adjustment:

In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Agent or by any other Finance Party which agrees to determine that mean in place of the Agent), of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available

"Central Bank Rate Spread"

In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Agent (or by any other Finance Party which agrees to determine that rate in place of the Agent) of:

(a)the RFR for that RFR Banking Day; and

(b)the Central Bank Rate prevailing at close of business on that RFR Banking Day.

164 EUROPE/71227769v4

Credit Adjustment Spread:

Length of Interest Period
Credit Adjustment Spread for USD

≤ 1 Month
0.11448%

˃ 1 Month and ≤ 3 Months
0.26161%

˃ 3 Months and ≤ 6 Months
0.42826%

˃ 6 Months and ≤ 12Months
0.71513%

Daily Rate:

The "Daily Rate" for any RFR Banking Day is:

(a)the RFR for that RFR Banking Day; or

(a)if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:

(i)the Central Bank Rate for that RFR Banking Day; and

(ii)the applicable Central Bank Rate Adjustment; or

(a)if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the aggregate of:

(i)the most recent Central Bank Rate; and

(ii)the applicable Central Bank Rate Adjustment,

rounded, in either case, to five decimal places and if, in either case, the aggregate of that rate and the applicable Credit Adjustment Spread is less than zero, the Daily Rate shall be deemed to be such a rate that the aggregate of the Daily Rate and the applicable Credit Adjustment Spread is zero.

Interest Periods

Length of Interest Period in absence of selection (paragraph (c) of Clause 10.1 (Selection of Interest Periods)):

165 EUROPE/71227769v4

Periods capable of selection as Interest Periods (paragraph (d) of Clause 10.1 (Selection of Interest Periods)):

3 or 6 Months

Lookback Period:

Five RFR Banking Days.

Market Disruption Rate:

The percentage rate per annum which is the aggregate of:

(a)the Cumulative Compounded RFR Rate for the Interest Period of the relevant Compounded Rate Loan; and

(b)the applicable Credit Adjustment Spread.

Relevant Market:

The market for overnight cash borrowing collateralised by US Government securities.

Reporting Day:

The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.

Reporting Times

Deadline for Lenders to report market disruption in accordance with Clause 11.4 (Market disruption)

Close of business in London on the Reporting Day for the relevant Compounded Rate Loan.

Deadline for Lenders to report their cost of funds in accordance with Clause 11.5 (Cost of funds)

Close of business on the date falling three Business Days after the Reporting Day for the relevant Compounded Rate Loan (or, if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for that Compounded Rate Loan).

RFR:

The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

166 EUROPE/71227769v4

RFR Banking Day:

Any day other than:

(a)a Saturday or Sunday; and

(b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

RFR Contingency Period

10 Business Days

167 EUROPE/71227769v4

Schedule 11

DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for a Compounded Rate Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDRi" means the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDRi-1" means, in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day (if any) during that Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day") during that Interest Period is the result of the below calculation (without rounding, to the extent reasonably practicable for the Finance Party performing the calculation, taking into account the capabilities of any software used for that purpose):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

168 EUROPE/71227769v4

the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to five decimal places) calculated as set out below:

where:

"d0" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above; and

"tni" has the meaning given to that term above.

169 EUROPE/71227769v4

Schedule 12

CUMULATIVE COMPOUNDED RFR RATE

The "Cumulative Compounded RFR Rate" for any Interest Period for a Compounded Rate Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 11 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where:

"d0" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the applicable Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during that Interest Period.

170 EUROPE/71227769v4

EXECUTION PAGE

THE BORROWER

SAFE BULKERS, INC. )

)

By: )

)

Address: c/o Safe Bulkers Management )

Limited, 71 Aghias Fylaxeos Str. & )

Arch. Makariou III Avenue )

3087 Limassol, Cyprus )

Fax no.: +357 25887220 )

Department/Officer: Konstantinos )

Adamopoulos )

THE ARRANGER

DNB (UK) LIMITED )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 283 5935 )

Department/Officer: Shipping, )

Offshore & Logistics )

THE AGENT

DNB BANK ASA )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 283 5935 )

Department/Officer: Shipping, )

Offshore & Logistics )

THE SECURITY AGENT

DNB BANK ASA )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 283 5935 )

Department/Officer: Shipping, )

Offshore & Logistics )

171 EUROPE/71227769v4

THE ORIGINAL LENDERS

DNB (UK) LIMITED )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 626 5956 )

Department/Officer: Shipping, )

Offshore & Logistics )

THE SWAP PROVIDER

DNB BANK ASA )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 283 5935 )

Department/Officer: Shipping, )

Offshore & Logistics )

THE SUSTAINABILITY AGENT

DNB BANK ASA )

)

By: )

)

Address: 8th Floor, The Walbrook Building )

25 Walbrook, London EC4N 8AF, England )

Fax no.: +44 207 283 5935 )

Department/Officer: Shipping, )

Offshore & Logistics )

172 EUROPE/71227769v4

Document

SAFE BULKERS, INC.

- and -

SAFE BULKERS MANAGEMENT MONACO INC

MANAGEMENT AGREEMENT

APRIL 1, 2022

TABLE OF CONTENTS


ARTICLE I INTERPRETATION			1
ARTICLE II APPOINTMENT			6
ARTICLE III THE PARENT’S GENERAL OBLIGATIONS			7
ARTICLE IV THE MANAGER’S GENERAL OBLIGATIONS			8
ARTICLE V ADMINISTRATIVE SERVICES			10
ARTICLE VI COMMERCIAL SERVICES			12
ARTICLE VII INSURANCE			12
ARTICLE VIII AVAILABILITY OF OFFICERS			13
ARTICLE IX MANAGEMENT FEES AND EXPENSES			13
ARTICLE X BUDGETS, CORPORATE PLANNING AND EXPENSES			15
ARTICLE XI LIABILITY AND INDEMNITY			17
ARTICLE XII RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S AUTHORITY, AND NON-COMPETE PROVISIONS			18
ARTICLE XIII TERMINATION OF THIS AGREEMENT			20
ARTICLE XIV CHANGE IN CONTROL OF THE MANAGER AND RIGHT OF FIRST OFFER			23
ARTICLE XV NOTICES			24
ARTICLE XVI APPLICABLE LAW			25
ARTICLE XVII ARBITRATION			25
ARTICLE XVIII MISCELLANEOUS			26

APPENDIX I Form of Hajioannou Entities Restrictive Covenant Agreement

APPENDIX II Form of Polys Hajioannou Restrictive Covenant Agreement

APPENDIX III Form of Shipmanagement Agreement

APPENDIX IV Form of Supervision Agreement

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made on the 1st day of April, 2022 (the “Effective Date”)

BY AND BETWEEN:

(1) SAFE BULKERS, INC., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Parent”); and

(2) SAFE BULKERS MANAGEMENT MONACO INC., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Manager”).

WHEREAS:

(A) The Parent directly or indirectly wholly owns or will wholly own (i) the corporations identified on Schedule A hereto, as such Schedule A may be amended from time to time (the “Shipowning Subsidiaries”), each of which owns or will own one or more Drybulk Vessels (as defined below) (the “Vessels”) and (ii) the corporations identified on Schedule B hereto, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”).

(B) The Manager has the benefit of expertise in the technical and commercial management of Drybulk Vessels and administration of shipowning companies generally.

(C) The Parent and the Manager desire to enter into and adopt this Agreement, pursuant to which the Manager shall represent the Group (as defined below) in its dealings with third parties and provide either directly or through a Submanager (as defined below) technical, commercial, administrative and certain other services to the Group as specified herein in connection with the management and administration of the business of the Group, in each case, to the extent the Parent elects to have the Manager provide such services.

NOW, THEREFORE, THE PARTIES HEREBY AGREE:

Article I

INTERPRETATION

Section 1.1In this Agreement, unless the context otherwise requires:

“Affirmative Response” shall have the meaning set forth in Section 14.4(b).

“Affiliates” means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the Person in question, and “Affiliate” means any one of them.

“Agreement” shall have the meaning set forth in the preamble.

“Approved Budget” shall have the meaning set forth in Section 10.3.

“Board of Directors” means the board of directors of the Parent as the same may be constituted from time to time.

“Business Days” means a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, Greece; Cyprus; and New York, New York.

Error! Unknown document property name.

“Change in Control of the Parent” means the occurrence of any of the following events: (a) if any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act (other than one or more Hajioannou Entities) (collectively, an “Acquiring Person”), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the Parent, and such percentage represents a higher percentage of such voting power than the Hajioannou Entities, collectively; or (b) the approval by the shareholders of the Parent of a proposed merger, consolidation, recapitalization or similar transaction, as a result of which any Acquiring Person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or more of the total voting power of the outstanding voting securities of the resulting entity following such transaction, and such percentage represents a higher percentage of such voting power than the Hajioannou Entities, collectively; or (c) a change in directors after which a majority of the members of the Board of Directors are not Continuing Directors (as defined below). For purposes of this definition, such person or group shall be deemed to beneficially own any outstanding voting securities of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the outstanding voting securities of such parent corporation.

“Control” or “Controlled” means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.

“Consent of the Parent” means the prior written consent of a majority of the Independent Directors of the Parent.

“Continuing Directors” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors immediately after the Effective Date, or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the directors then still in office who were either directors immediately after the Effective Date or whose nomination or election was previously so approved.

“Crew” shall have the meaning set forth in clause 1 of each Shipmanagement Agreement.

“Draft Budget” shall have the meaning set forth in Section 10.1.

“Drybulk Vessel” means any ocean-going vessel (including any Newbuild) that is intended to be used primarily to transport non-liquid cargoes of commodities shipped in an unpackaged state.

“Drybulk Vessel Business” means any business involved in the ownership or operation of Drybulk Vessels.

“Effective Date” shall have the meaning set forth in the preamble.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

Error! Unknown document property name.

“Executive Officers” means the Chief Executive Officer, the President, the Chief Operating Officer and the Chief Financial Officer of the Parent, and/or such other officers that may be agreed by the parties hereto after the date of this Agreement from time to time.

“First Offer Notice” shall have the meaning set forth in Section 14.4(a).

“First Offer Period” shall have the meaning set forth in Section 14.4(b).

“Force Majeure” shall have the meaning set forth in Section 11.1.

“Group” means, at any time, the Parent and the Subsidiaries at such time taking into account the Schedule A and Schedule B in effect at such time and “member of the Group” shall be construed accordingly.

“Hajioannou Entities” means Polys Hajioannou, Vorini Holdings Inc. and Machairiotissa Holdings Inc. and any entity controlled by, or under common control with, any such individual or entity or any trust established for the benefit thereof.

“Hajioannou Restrictive Covenant Agreement” means the Second Amended and Restated Restrictive Covenant Agreement, dated as of August 2, 2017, among Polys Hajioannou, Vorini Holdings Inc., Machairiotissa Holdings Inc. and the Parent.

“Independent Directors” means those members of the Board of Directors that qualify as independent directors within the meaning of Rule 10A-3 promulgated under the Exchange Act and the rules adopted thereunder and the listing criteria of the New York Stock Exchange.

“Initial Term” shall have the meaning set forth in Section 13.1.

“Machairiotissa” means Machairiotissa Holdings Inc., a company organized and existing under the laws of the Republic of the Marshall Islands.

“Management Fee” shall have the meaning set forth in Section 9.1.

“Management Services” shall have, in relation to a Vessel, the meaning set forth in clause 1 of the Shipmanagement Agreement applicable to such Vessel.

“Manager” shall have the meaning set forth in the preamble.

“Manager Substitution” shall have the meaning set forth in Section 2.6.

“Manager Competitive Activities” shall have the meaning set forth in Section 12.4(a).

“Manager Related Parties” shall have the meaning set forth in Section 11.2.

“Manager Restricted Period” shall have the meaning set forth in Section 12.4(a).

“Negative Response” shall have the meaning set forth in Section 14.4(b).

“Newbuild” means a new vessel to be or which has just been constructed, or is under construction, which a member of the Group has agreed to acquire pursuant to a shipbuilding contract, memorandum of agreement or otherwise.

Error! Unknown document property name.

“Other Management Agreements” means the Management Agreements between the Parent and the Other Managers, dated as of the date hereof.

“Other Managers” means Safety Management Overseas S.A., a company organized and existing under the laws of the Republic of Panama and Safe Bulkers Management Ltd., a company organized and existing under the laws of the Republic of Cyprus.

“Other Restrictive Covenant Agreement” means the Second Amended and Restated Restrictive Covenant Agreement, dated August 2, 2017, between the Parent and Polys Hajioannou.

“Parent” shall have the meaning set forth in the preamble.

“Person” means an individual, corporation, limited liability company, partnership, joint venture, trust or trustee, unincorporated organization, association, governmental authority or other entity.

“Proposed Change in Control of the Manager” means:

(a) the approval by the board of directors of the Manager or the shareholders of the Manager of a proposed sale of all or substantially all of the assets or property of the Manager necessary for the performance of its services under this Agreement; or

(b) the approval of any transaction that would result in:

(i) the Hajioannou Entities beneficially owning, directly or indirectly, less than 60% of the outstanding voting securities or voting power of the Manager or Machairiotissa, respectively; or

(ii) the Hajioannou Entities together with all directors, officers and employees of the Manager beneficially owning, directly or indirectly, less than 80% of the outstanding voting securities or voting power of the Manager or Machairiotissa, respectively.

For purposes of this definition, the term Hajioannou Entities shall exclude reference to Machairiotissa.

“Questioned Items” shall have the meaning set forth in Section 10.2.

“Services” shall have the meaning set forth in Section 2.3.

“Shipmanagement Agreement” shall have the meaning set forth in Section 3.2.

“Shipowning Subsidiaries” shall have the meaning set forth in the recitals.

“Submanager” shall have the meaning set forth in Section 2.4.

“Subsequent Term” shall have the meaning set forth in Section 13.1.

“Subsidiaries” shall have the meaning set forth in the recitals.

“Supervision Agreement” shall have the meaning set forth in Section 3.3.

Error! Unknown document property name.

“Term” shall have the meaning set forth in Section 13.1.

“Termination Fee” means an amount in cash equal to the Management Fees paid or payable to the Manager and the other Managers, in the aggregate, during the 36 months preceding the applicable termination.

“Termination Notice” shall have the meaning set forth in Section 13.1.

“Subsequent Term Termination Notice” shall have the meaning set forth in Section 13.2(c).

“Vessels” shall have the meaning set forth in the recitals.

“Willful and Material Breach” means a material breach of this Agreement, as determined by a final, non-appealable judgment of a court or independent tribunal of competent jurisdiction, that is a consequence of a deliberate act undertaken by the breaching party, with knowledge that the taking of such act would cause a breach of this Agreement, and which act has subjected the Company and its Subsidiaries, taken as a whole, to uninsured liability, individually or in the aggregate, in an amount in excess of $100,000,000.

Section 1.2The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.

Section 1.3All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.

Section 1.4In the event of any conflict between this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the provisions of this Agreement shall prevail.

Section 1.5Unless otherwise specified, all references to money refer to the legal currency of the United States of America.

Section 1.6Unless the context otherwise requires, words in the singular include the plural and vice versa.

Article II

APPOINTMENT

Section 1.1To the extent the Parent elects to have the Manager provide such services, the Manager is hereby appointed by the Parent as the manager of each member of the Group listed in Schedule C. To the extent the Manager acts as a manager in respect of a member of the Group, the Manager is hereby appointed by the Parent as the administrative manager of the Group and the Manager hereby accepts any such appointment on the terms and conditions of this Agreement. Either the Manager or the Other Managers (in the sole discretion of the Manager and the Other Managers) shall act as the manager of each member of the Group.

Section 1.2To the extent the Manager acts as manager in respect of a member of the Group,, the Manager shall be appointed by (a) each Shipowning Subsidiary pursuant to the provisions of Section 3.2 hereof as the technical and commercial manager of each such Shipowning Subsidiary’s Vessel on the terms and conditions of the relevant Shipmanagement

Error! Unknown document property name.

Agreement and this Agreement and (b) each member of the Group acquiring a Newbuild, as the supervisor of the construction thereof on the terms and conditions of the relevant Supervision Agreement and this Agreement.

Section 1.3The Manager undertakes to use its best endeavors to provide:

(a)the services specified in Articles V, VI, VII and VIII of this Agreement;

(b)the services specified in each Supervision Agreement; and

(c)the Management Services in respect of each Vessel specified in each Shipmanagement Agreement (the services to be provided under Sections 2.3(a), 2.3(b) and 2.3(c) collectively the “Services”).

Section 1.4The Manager may upon notice to the Parent appoint any Person (a “Submanager”) at any time throughout the duration of this Agreement to discharge any of the Manager’s duties under this Agreement, provided that if such Person is not an Affiliate of the Manager, the Manager shall obtain the Consent of the Parent prior to such appointment (such Consent of the Parent not to be unreasonably withheld or delayed).

Section 1.5The Manager’s power to delegate performance of any provision of this Agreement hereunder is without prejudice to the Manager’s liability to the Parent to perform this Agreement with the intention that the Manager shall remain responsible to the Parent for the due and timely performance of all duties and responsibilities of the Manager hereunder provided however that to the extent that any Submanager has performed any such duty, the Manager shall not be under any obligation to perform again the same duty.

Section 1.6The Manager and the Other Managers may mutually elect at any time to replace the Manager with the Other Managers in respect of any or all members of the Group for services provided hereunder (any such replacement, a “Manager Substitution”). The Parent and the Manager shall reasonably cooperate with each other to facilitate the transfer of such services (including the transfer of any prepaid costs to the Other Managers) without disruption to the business of the Group or the Manager or the incurrence of any additional costs or expenses to the Group or the Manager. A Manager Substitution shall not result in an increase to, or duplication of, the aggregate management fees payable to the Manager and the Other Managers. Upon a Manager Substitution, Schedule C shall automatically be updated to reflect such Manager Substitution and the Other Management Agreements shall govern the management services to be provided to the applicable member of the Group by the Other Managers..

Article III

THE PARENT’S GENERAL OBLIGATIONS

Section 1.1The Parent shall notify the Manager as soon as possible of any purchase of any vessel (whether the same is a second-hand vessel or a Newbuild), the delivery of any Newbuild from the relevant builder or intermediate seller to the relevant member of the Group to take ownership of such Newbuild, the agreement to acquire any Newbuild, the sale of any vessels, Newbuilds or Subsidiaries, the purchase or creation of any direct or indirect subsidiary of the Parent or the sale or divestiture of any Subsidiary, and Schedule A and Schedule B hereto, as applicable, shall be automatically amended to be reflective of any such development. Such amended Schedule A or Schedule B shall be effective on any such day as mutually agreed by the Parent and the Manager. To the extent any member of the Group comes into possession of a Vessel or agrees to acquire a Newbuild, the Manager and the Other

Error! Unknown document property name.

Managers shall inform the Parent as to whether the Manager or the Other Managers shall be appointed the manager in respect of such Vessel or Newbuild.

Section 1.2For each Vessel for which the Manager is appointed manager, the Parent shall cause the Shipowning Subsidiary that owns such Vessel to enter with the Manager into a contract substantially in the form attached hereto as Appendix III (each a “Shipmanagement Agreement” and, collectively, the “Shipmanagement Agreements”), with such alterations and additions as are agreed by the Manager and such Shipowning Subsidiary to be appropriate; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Vessel, Parent shall cause the applicable Shipowning Subsidiary to enter into a Shipmanagement Agreement with the Other Managers.

Section 1.3To the extent the Manager acts as manager in respect of a Newbuild, for each Newbuild the Parent shall, or shall procure that the relevant member of the Group that owns or has agreed to acquire such Newbuild shall, enter with the Manager into a contract substantially in the form attached hereto as Appendix IV (each a “Supervision Agreement” and, collectively, the “Supervision Agreements”), with such alterations and additions as are agreed by the Manager and such member of the Group to be appropriate, having regard to the terms and conditions of the particular shipbuilding contract, memorandum of agreement or other agreement relating to the acquisition of the relevant Newbuild; provided that any alterations or additions which materially vary from such form shall require the approval of the Board of Directors. In the event of a Manager Substitution in respect of a Newbuild, Parent shall cause the applicable member of the Group to enter into a Supervision Agreement with the Other Managers.

Section 1.4The Parent shall pay, or shall cause another member of the Group to pay, all sums due to the Manager punctually in accordance with the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.

Section 1.5The Parent shall procure that each other member of the Group (a) performs its obligations under any Shipmanagement Agreement or any Supervision Agreement to which it is a party and (b) does not take any action or omits to take any action the effect of which is to cause the Parent or the Manager or any Submanager to be in breach of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement.

Article IV

THE MANAGER’S GENERAL OBLIGATIONS

Section 1.1In the exercise of its duties hereunder, the Manager shall act fully in accordance with the reasonable policies, guidelines and instructions from time to time communicated to it in writing by any member of the Group, exercising skill and diligence to carry out its duties under this Agreement according to sound technical and commercial shipmanagement standards.

Section 1.2The Manager shall act and do all and/or any of the following acts or things described in this Agreement and the relevant Shipmanagement Agreement or, as the case may be, Supervision Agreement applicable to each Vessel in the name and/or on behalf of the Parent and/or, as the context may require, the relevant Subsidiary.

Error! Unknown document property name.

Section 1.3The Manager acknowledges that the services it will provide pursuant to the Shipmanagement Agreements and the Supervision Agreements are not limited to the services described in such agreements and include those set forth in this Agreement.

Section 1.4The Manager shall ensure that all material property of any member of the Group is clearly identified as such, held separately from the property of the Manager and, where applicable, held in safe custody.

Section 1.5The Manager shall ensure that adequate manpower is employed by it to perform its obligations under this Agreement; provided, however, that the Manager, in the performance of its responsibilities under this Agreement, shall be entitled to have regard to its overall responsibilities in relation to the management of its clients and in particular, without prejudice to the generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Manager considers to be fair and reasonable.

Section 1.6Notwithstanding anything to the contrary contained in this Agreement, any Shipmanagement Agreement or any Supervision Agreement, the Manager agrees that any and all decisions of a material nature relating to the Parent, any Subsidiary, or any Vessel shall be reserved to the Parent, such decisions including, but not being limited to:

(a)the purchase and/or sale of shares in any entity or other assets of a material nature;

(b)the purchase or formation of subsidiaries;

(c)the entry into guarantees or loans or other forms of financing and any and all financial undertakings and commitments connected therewith;

(d)the entry into and/or termination or amendment of any contractual relationships between any member of the Group and a third party or another member of the Group; and

(e)the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition for an amount exceeding $100,000 or its equivalent.

Section 1.7During the Term, the Manager shall promote the business of the Group in accordance with the directions of the authorized representative of the respective member of the Group and shall at all times use its best efforts to conform to and comply with the lawful and reasonable directions, regulations or recommendations made by such authorized representative, and in the absence of any specific directions or recommendations as aforesaid and, subject to the terms and conditions of this Agreement, shall provide general administrative and advisory services in connection with the management of the business of the Group.

Section 1.8The Manager, in the performance of its responsibilities under this Agreement, any Supervision Agreement or any Shipmanagement Agreement, shall ensure that any purchases of products or services from any of its affiliates or any other related entity shall be on terms no less favorable to the Manager than the market prices for products or services that the Manager could obtain on an arm’s-length basis from unrelated third parties.

Section 1.9During the term hereof, the Manager agrees that, except as provided in Section 12.4(b),, it will provide the services in this Agreement to the Group on an exclusive basis and, without receiving the Consent of the Parent, it will not provide any Services

Error! Unknown document property name.

or other services contemplated herein to any entity other than the Parent, as applicable, and each Subsidiary.

Section 1.10If a Vessel and a Drybulk Vessel directly or indirectly owned or operated by any of the Hajioannou Entities (other than through the Parent or to the extent that such Hajioannou Entity is no longer subject to a Restrictive Covenant Agreement) are both available and meet the criteria for a charter being fixed by the Manager, then the Vessel shall receive such charter. For the avoidance of doubt, this Section 4.10 shall apply only to Drybulk Vessels owned or operated, directly or indirectly, by any Hajioannou Entity that is under the commercial management of the Manager, and shall not apply to any Drybulk Vessel owned or operated, directly or indirectly, by any Hajioannou Entity that is not under the commercial management of the Manager.

Section 1.11The Manager shall at all times maintain and keep true and correct accounts as regards the Services and shall make the same available for inspection and auditing by the Parent at such times as may be mutually agreed by the Manager, on the one hand, and the Parent, on the other hand.

Article V

ADMINISTRATIVE SERVICES

Section 1.1To the extent the Manager acts as manager of a member of the Group, the Manager shall provide certain general administrative services to such member of the Group, including, but not limited to, the following:

(a)keeping all books and records of things done and transactions performed on behalf of any member of the Group as it may require from time to time, including, but not limited to, liaising with accountants, lawyers and other professional advisors;

(b)except as otherwise contemplated herein, representing any member of the Group generally in its dealings and relations with third parties;

(c)maintaining the general ledgers of the Group, reconciliation of the Group’s bank accounts, preparation of periodic financial statements, including, but not limited to, those required for governmental and regulatory or self-regulatory agency filings and reports to shareholders, arranging for the audit of any such financial statements and the provision of related data processing services;

(d)providing assistance in the preparation of periodic and other reports, proxy statements, registration statements and other documents and reports required by applicable law or the rules of any securities exchange or inter-dealer quotation system on which the securities of the Parent or any member of the Group may be listed or quoted;

(e)preparing and providing all tax returns required by any law or regulatory authority and developing, maintaining and monitoring internal audit controls, disclosure controls and information technology for the Group;

(f)appointing lawyers, at the Parent’s cost, for providing all legal services to ensure that each member of the Group is in compliance with all applicable laws, including all relevant securities laws, and owns or possesses all licenses, patents, copyrights and trademarks which are necessary and used in the operation of its business;

Error! Unknown document property name.

(g)appointing lawyers, at the Parent’s cost, for providing for the presentation, negotiation, settlement, prosecution or defense of any claim, demand or petition on behalf of any member of the Group arising in connection with the business of any member of the Group for an amount not exceeding $100,000 or its equivalent, including the pursuit by any member of the Group of any rights of indemnification or reimbursement;

(h)providing advice to the Group with respect to financing, including entering into negotiations with banks or other financial institutions for the purpose of arranging financing for the Parent and its Subsidiaries and the monitoring and administration of compliance with any applicable financing terms and conditions in effect with investors, banks or other financial institutions;

(i)assisting with arranging board meetings, director accommodation and travel for board meetings and preparing meeting materials and detailed papers and agendas for scheduled meetings of the Board of Directors or the board of directors of any other member of the Group (and any and all committees thereof) that, where applicable, contain such information as is reasonably available to the Manager to enable the Board of Directors or such other board of directors (and any such committees) to base their opinion;

(j)preparing or causing to be prepared reports to be considered by the Board of Directors (or any applicable committee thereof) in accordance with the Parent’s internal policies and procedures on any acquisition, investment or sale of any part of the business;

(k)providing or arranging for all services necessary to the engagement, employment and compensation of all employees, officers, consultants and directors of any member of the Group, including, without limitation, (i) administering payroll services, benefits and director’s or consultant’s fees, (ii) establishing and maintaining procedures and systems to comply with tax, labor and employment and worker’s compensation laws, rules and regulations applicable to any member of the Group and (iii) administering compensation and benefit programs of any member of the Group;

(l)at the request of the Parent, negotiating and arranging for cash management services, financing and hedging arrangements relating to interest rates, currency exchange rates and commodity prices;

(m)handling general and administrative expenses of the Parent, which are related to its operation as public company and, upon being provided by the Parent with funds in accordance with the terms of Article X. of this Agreement, arranging for the payment of the same;

(n)appointing lawyers, at the Parent’s cost, for handling all administrative and clerical matters in respect of (i) the calling and arrangement of all annual and/or special meetings of shareholders of the Parent, (ii) the preparation of all materials (including notices of meetings and information circulars) in respect thereof and (iii) the submission of all such materials to the Parent in sufficient time prior to the dates upon which they must be mailed, filed or otherwise relied upon so that the Parent has full opportunity to review, approve, execute and return them to the Manager for filing or mailing or other disposition as the Parent may require or direct;

(o)providing, at the request and under the direction of the Parent, such communications to the transfer agent for the Parent as may be necessary or desirable; and

Error! Unknown document property name.

(p)providing any such other administrative services as the Parent, the authorized Executive Officers or any other representative of the Parent may request and the Manager may agree to provide from time to time.

Article VI

COMMERCIAL SERVICES

Section 1.1To the extent the Manager acts as manager of any member of the Group, the Manager shall provide the following commercial services to such member of the Group:

(a)performing class records review and physical inspections in connection with any vessel to be purchased by a member of the Group;

(b)at the request and under the direction of the Parent, providing administrative services in connection with the purchase of a second-hand vessel or the acquisition or sale of a Newbuild, in either case by any member of the Group, including, if specifically instructed by the Parent in writing, signing any agreed form of memorandum of agreement, shipbuilding contract or other similar contract for and on behalf of the relevant member of the Group; and

(c)at the request of the Parent, providing certain services in connection with a member of the Group taking physical delivery of a Vessel or registering a Vessel or deleting a Vessel from the applicable port of registry on behalf of the relevant member of the Group.

Article VII

INSURANCE

Section 1.1To the extent the Manager acts as manager of any member of the Group, in addition to any duties of the Manager to insure the Vessels as provided in clause 3.4 of each Shipmanagement Agreement, the Manager shall:

(a)arrange either directly or, through insurance brokers appointed by the Manager, to effect Director’s & Officers Liability insurance for the Board of Directors and Executive Officers with such insurance companies, at such rates and otherwise on such other terms as the Parent shall have instructed and/or agreed upon;

(b)on request, provide the Parent with a copy of any insurance claims and any reports prepared by the relevant insurers; and

(c)subject to having been provided with funds by the Parent in accordance with Article X ensure that all premiums on the Parent’s D&O insurance are paid in a timely fashion.

Article VIII

AVAILABILITY OF OFFICERS

Section 1.1The Manager shall provide the Group with the services of those Executive Officers from time to time agreed with the Parent.

Error! Unknown document property name.

Section 1.2The Executive Officers are entitled to direct the Manager to remove and replace any individual made available to any member of the Group by the Manager serving as an officer or any senior manager serving as head of a business unit, in either case, of that member of the Group other than any Executive Officer, from such position. The Board of Directors, in its sole discretion, shall be entitled to direct the Manager to remove any individual made available to the Parent by the Manager serving as an Executive Officer from such position and to appoint such other individual to serve as successor as the Board of Directors shall approve. Furthermore, the Manager agrees that it will not remove any individual made available to any member of the Group by the Manager serving as an officer or senior manager of that member of the Group from his or her position without the consent of the Executive Officers and, in the case of any Executive Officer, the Board of Directors. If any officer or senior manager who is made available to the Parent by the Manager resigns, is terminated or otherwise vacates his or her office, the Manager shall, as soon as practicable after acceptance of any resignation or after termination, use reasonable best efforts to identify suitable candidates for replacement of such officer.

Section 1.3The Parent may employ directly, at its sole cost, any other officers, senior managers or employees as it may deem necessary, and such individuals will not be subject to this Agreement.

Section 1.4The Manager will report to the Parent and the Board of Directors through any one of more of the Executive Officers who are made available to the Parent by the Manager or by the Chief Executive Officer of the Manager.

Article IX

MANAGEMENT FEES AND EXPENSES

Section 1.1In consideration of the Manager providing the Services to the Group, during the current Term (which shall begin on April 1, 2022), the Parent shall pay the Manager ship management fees comprised of: (a) variable fees on the basis of the number of days that the Parent (or any Subsidiary) owns or charters in each such Vessel during the applicable month; (b) variable fees on a per day per Vessel basis for vessels chartered-out to a third party on a bareboat charter; (c) variable fees on the basis of a percentage calculated on the aggregate gross freight, demurrage, charter hire and ballast bonus obtained for the employment of each Vessel; (d) commissions for the purchase or sale of vessels; (e) a supervision fee for the construction of newbuilds; and (f) a flat fee on an annual basis (the “Annual Fee”) (together, the “Management Fees” and, on a per Vessel basis, the “Management Fee”), in each case, as set forth on Schedule E.

Section 1.2The Manager shall have the right to demand the Management Fee payable in relation to each Vessel from either the Parent or the relevant member of the Group owning such Vessel under the terms of the relevant Shipmanagement Agreement or Supervision Agreement, as applicable.

Section 1.3In the event that a Shipmanagement Agreement is terminated, other than by reason of default by the Manager or in connection with a Manager Substitution, the Management Fee payable to the Manager under subclauses (a) through (c) of Schedule E or, as the case may be, for the Vessel subject to such Shipmanagement Agreement shall be payable in respect of such Vessel for a further period of three calendar months from the termination date. In addition, in the event that a Shipmanagement Agreement is terminated (except in the case of a default by the Manager or a Manager Substitution):

Error! Unknown document property name.

(a)The relevant member of the Group shall continue to pay Crew Support Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel during the said further period of three calendar months; and

(b)the relevant member of the Group shall pay any Severance Costs (as such term is defined in the relevant Shipmanagement Agreement) for the relevant Vessel which may materialize.

All amounts payable to the Manager under this Section 9.3 shall be paid promptly by the Parent to the Manager following receipt by the Parent of a final accounting of funds due from the Parent or any other member of the Group in accordance with Section 13.8.

Section 1.4

(a)[INTENTIONALLY LEFT BLANK].

(b)For each Subsequent Term (as defined below), the Management Fee for each Vessel will be set at a mutually agreed-upon rate between the Parent and the Manager no later than 30 days prior to the commencement of the relevant Subsequent Term.

(c)If the Parent and the Manager are unable to agree on the Management Fee for any Subsequent Term pursuant to Section 9.4(b) hereof, the Management Fee for such Subsequent Term will be determined by arbitration pursuant to the terms of Article XVII hereof.

Section 1.5The Manager shall, at no additional cost to any member of the Group, provide the Group with office accommodation, office staff (including secretarial, accounting and administrative assistance), facilities and stationery, and shall, subject to Section 9.6 and Section 10.8 pay for all printing, postage, domestic telephone and all other usual office expenses incurred by it as the Manager (it being understood that the services of the Executive Officers shall be provided pursuant to Section 8.1).

Section 1.6The Parent hereby acknowledges that no capital expenditures, financial costs, operating expenses for each Vessel or general and administrative expenses of the Group are covered by the Management Fees and any such costs, expenditure and expenses shall be paid fully by the Parent or, as the case may be, the applicable member of the Group, whether directly to third parties or by payment to such third parties through the Manager and, without prejudice to Section 10.8, to the extent incurred by the Manager, shall be reimbursed to it by the Parent and/or any member of the Group from which the Manager, in its discretion, seeks reimbursement. Such capital expenditures, financial costs, operating expenses for each Vessel and general and administrative expenses of the Group include, without limiting the generality of the foregoing, items such as:

(a)fees, interest, principal and any other costs due to the Group’s financiers and their respective advisors;

(b)all voyage expenses and vessel operating expenses directly relating to the operation and management of the Vessels (including Crew costs, surveyor’s attendance fees, bunkers, lubricant oils, spares, survey fees, classification society fees, maintenance and repair costs, vetting expenses, etc.);

(c)any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties whatsoever appointed by the Manager whether in its own name or on behalf and/or in the name of any member of the Group;

Error! Unknown document property name.

(d)any commissions, fees, remuneration or disbursements due to lawyers, brokers, agents, surveyors, consultants, financial advisors, investment bankers, insurance advisors or any other third parties whatsoever sub-contracted to the Manager in the normal and reasonable course of meeting the Manager’s duties and obligations under this Agreement including, without limiting the generality of the foregoing, the duties provided in Articles V, VI and VII of this Agreement;

(e)deductibles, insurance premiums (including D&O insurance) and/or P&I calls; and

(f)postage, communication, traveling, victualing and other out-of-pocket expenses of the Manager and/or its personnel, incurred in providing the Services, save for any such expenses incurred by the Manager under a Supervision Agreement.

Article X

BUDGETS, CORPORATE PLANNING AND EXPENSES

Section 1.1On or before October 20 of each calendar year, the Manager shall prepare and submit to the Executive Officers and Board of Directors a detailed draft budget for the next calendar year in a format acceptable to the Executive Officers and Board of Directors and generally used by the Manager which shall include a statement of estimated revenue, estimated general and administrative expenses of the Group, to the extent the Parent has elected for the Manager to provide such services to the Group, and a proposed budget for capital expenditures, repairs or alterations, including proposed expenditures in respect of dry-docking, together with an analysis as to when and why such replacements, improvements, renovations or expenditures may be required (collectively, the “Draft Budget”).

Section 1.2For a period of 15 days after receipt of the Draft Budget, the Executive Officers or Board of Directors from time to time, may request further details and submit written comments on the Draft Budget. If the Executive Officers or Board of Directors do not agree with any item of the Draft Budget, they will, within the same 15-day period, give the Manager notice of any inquiries to the Draft Budget, which notice will include the list of items under consideration (the “Questioned Items”) and a proposal for the resolution of each such Questioned Item. The Executive Officers, the Board of Directors and the Manager will endeavor to resolve any such differences between them with respect to the Questioned Items, and any such differences that are not resolved within 15 days after notice of such difference being given to the Manager will be settled by arbitration pursuant to the terms of Article XVII hereof. If the Executive Officers or Board of Directors do not present any Questioned Items within such 15-day period, they will be deemed to have accepted the Draft Budget and such Draft Budget shall be deemed to be the Approved Budget (as defined in Section 10.3. below).

Section 1.3By November 20 of the relevant calendar year the Manager will prepare and deliver to the Parent a revised budget that has been approved by the Board of Directors, in consultation with the Executive Officers (the “Approved Budget”).

Section 1.4The Manager may, from time to time, in any calendar year propose amendments to the Approved Budget upon 15 days’ notice to the Parent, in which event the Executive Officers (or, in the case of a change of 7.5% or more, the Board of Directors) will have the right to approve the amendments in accordance with the process set out in Section 10.2 with the relevant time periods being amended accordingly and provided that any Questioned Items are resolved within 45 days of receipt of the notice by the Parent.

Error! Unknown document property name.

Section 1.5Once the Approved Budget has been delivered, the Manager shall prepare and present to the Parent its estimate of the working capital requirements of the Vessels and the Group and the Manager shall each month update this estimate. Based on such estimate, the Manager shall each month make a request to the Parent and/or, as the case may be, the relevant members of the Group, in writing for the funds required to provide the Services to the applicable members of the Group and to operate each applicable Vessel for the ensuing month, including the payment of any occasional or extraordinary item of expenditure, such as emergency repair costs, additional insurance premiums, bunkers or provisions. Such funds shall be received by the Manager within ten calendar days after the receipt by the Parent or, as the case may be, the relevant member of the Group of the Manager’s written request and shall be held to the credit of the Parent or, in the Manager’s discretion, the relevant member of the Group in a separate bank account. At the end of each quarter or, if the Manager from time to time so requires, at the end of each month, the Manager shall preliminarily reconcile the amounts advanced to it by the Parent or, as the case may be, the relevant member of the Group with the amounts actually expended by it for the operation of each of the Vessels, and (a) the Manager shall remit to the Parent, or credit to the Parent amounts to be advanced to it hereunder for future months, any unused portion of the amounts previously advanced by the Parent or, as the case may be, any member of the Group, or (b) the Parent shall pay to the Manager any amounts properly expended by the Manager in excess of the amounts previously advanced by the Parent or, as the case may be, any member of the Group. The Parent and the Manager shall reconcile any amounts due to the Parent by the Manager or due to the Manager by the Parent for each fiscal year of the Parent as promptly as practicable following the close of each such fiscal year. Without prejudice to Section 10.8, any expenses incurred by the Manager under the terms of this Agreement on behalf of any member of the Group may be debited against the account of the respective member of the Group, but shall in any event remain payable by the Parent and the relevant member of the Group to the Manager on demand.

Section 1.6The Manager shall produce a monthly comparison between budgeted and actual expenditures to the Executive Officers. The Manager shall also maintain the records of all costs and expenses incurred, including any invoices, receipts and supplementary materials as are necessary or proper for the settlement of accounts.

Section 1.7Insofar as any moneys are collected by the Manager under the terms of this Agreement, any Shipmanagement Agreement and/or any Supervision Agreement (other than moneys payable by a member of the Group to the Manager), such moneys and any interest thereon shall be held to the credit of the relevant member of the Group in a separate bank account in the name thereof, but operated by the Manager and the Parent jointly. Interest on any such bank account shall be for the benefit of the relevant member of the Group.

Section 1.8Notwithstanding anything contained herein to the contrary, the Manager shall in no circumstances be required to use or commit its own funds to finance the provision of the Services, other than (i) as contemplated by Section 8.1 hereof or (ii) with respect to the employees employed by the Manager in the ordinary course of business.

Article XI

LIABILITY AND INDEMNITY

Section 1.1Save for the obligation of the Parent to pay any moneys due to the Manager hereunder, neither any member of the Group nor the Manager shall be under any liability to the other for any failure to perform any of their obligations hereunder by reason of Force Majeure. “Force Majeure” shall mean any cause whatsoever of any nature or kind beyond the reasonable control of the relevant member of the Group or the Manager, including, without limitation, acts of God, acts of civil or military authorities, acts of war or public enemy, acts of

Error! Unknown document property name.

any court, regulatory agency or administrative body having jurisdiction, insurrections, riots, strikes or other labor disturbances, embargoes or other causes of a similar nature.

Section 1.2The Manager, including its officers, directors, employees, shareholders, agents, sub-contractors and any Submanager (the “Manager Related Parties”), shall be under no liability whatsoever to any member of the Group or to any third party (including the Crew) for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect (including but not limited to loss of profit arising out of or in connection with detention of or delay to a Vessel), and howsoever arising in the course of the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement, unless and to the extent that the same is proved to have resulted solely from the gross negligence or willful misconduct of the Manager, its officers, employees, agents, sub-contractors or any Submanager.

Section 1.3The Parent shall indemnify and hold harmless the Manager Related Parties against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or incurred or suffered by them arising out of or in connection with the performance of this Agreement, any Shipmanagement Agreement or any Supervision Agreement and against and in respect of any loss, damage, delay or expense of whatsoever nature (including legal costs and expenses on a full indemnity basis), whether direct or indirect, incurred or suffered by any Manager Related Party arising out of or in connection with the performance of this Agreement, any Shipmanagement Agreement and any Supervision Agreement, unless incurred or suffered due to the gross negligence or willful misconduct of any Manager Related Party.

Section 1.4It is hereby expressly agreed that no employee or agent of the Manager (including any sub-contractor from time to time employed by the Manager) shall in any circumstances whatsoever be under any liability whatsoever to any member of the Group or any third party for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Article XI, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager acting as aforesaid, and for the purpose of all the foregoing provisions of this Article XI, the Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all Persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such Persons shall to this extent be or be deemed to be parties to this Agreement. Nothing in this Section 11.4 shall be construed so as to further limit any liability the Manager may have to the Group under Section 11.2 hereof.

Section 1.5The provisions of this Article XI shell survive any termination of this Agreement.

Article XII

RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S
AUTHORITY, AND NON-COMPETE PROVISIONS

Section 1.1Except as may be provided in this Agreement or in any separate written agreement between the Parent or any other member of the Group and the Manager, the Manager shall be an independent contractor and not the agent of the Parent or any other member of the Group and shall have no right or authority to incur any obligation on behalf of any member of the Group or to bind any member of the Group in any way whatsoever. Nothing in

Error! Unknown document property name.

this Agreement shall be deemed to make the Manager or any of its subsidiaries or employees an employee, joint venturer or partner of any member of the Group.

Section 1.2The Parent acknowledges that the Manager shall have no responsibility hereunder, direct or indirect, with regard to the formulation of the business plans, policies, management or strategies (financial, tax, legal or otherwise) of any member of the Group, which is solely the responsibility of each respective member of the Group. Each member of the Group shall set its corporate policies independently through its respective board of directors and executive officers and nothing contained herein shall be construed to relieve such directors or officers of each respective member of the Group from the performance of their duties or to limit the exercise of their powers.

Section 1.3Notwithstanding the other provisions of this Agreement:

(a)the Manager may act with respect to a member of the Group upon any advice, resolutions, requests, instructions, recommendations, direction or information obtained from such member of the Group or any banker, accountant, broker, lawyer or other Person acting as agent of or adviser to such member of the Group and the Manager shall incur no liability to such member of the Group for anything done or omitted or suffered in good faith in reliance upon such advice, instruction, resolution, recommendation, direction or information made or given by such member of the Group or its agents, in the absence of gross negligence or willful misconduct by the Manager or its servants, and shall not be responsible for any misconduct, mistake, oversight, error of judgment, neglect, default, omission, forgetfulness or want of prudence on the part of any such banker, accountant, broker, lawyer, agent or adviser or other Person as aforesaid;

(b)the Manager shall not be under any obligation to carry out any request, resolution, instruction, direction or recommendation of any member of the Group or its agents if the performance thereof is or would be illegal or unlawful; and

(c)the Manager shall incur no liability to any member of the Group for doing or failing to do any act or thing which it shall be required to do or perform or forebear from doing or performing by reason of any provision of any law or any regulation or resolution made pursuant thereto or any decision, order or judgment of any court or any lawful request, announcement or similar action of any Person or body exercising or purporting to exercise the legitimate authority of any government or of any central or local governmental institution in each case where the above entity has jurisdiction.

Section 1.4

(a)During the period commencing on the Effective Date and ending one year following termination of the Management Agreement (the “Manager Restricted Period”), the Manager shall be prohibited from, directly or indirectly, providing management services to, or with respect to, any Drybulk Vessels (such activities, the “Manager Competitive Activities”), other than as set forth in Section 12.4(b).

(b)Subject to Section 4.10, the Manager may engage in Manager Competitive Activities pursuant to its involvement with the Parent and with respect to the following: (i) Drybulk Vessels that are owned or operated (which includes chartering—in activities) by one or more of the Hajioannou Entities or a family member of Polys Hajioannou and (ii) Drybulk Vessel Businesses that are acquired, invested in or controlled by one or more of the Hajioannou Entities or a family member of Polys Hajioannou, in the case of each of clauses (i) and (ii), subject to compliance with, or waivers of, the Hajioannou Restrictive Covenant Agreement and the Other Restrictive Covenant Agreement, as applicable.

Error! Unknown document property name.

Article XIII

TERMINATION OF THIS AGREEMENT

Section 1.1This Agreement shall be effective as of the Effective Date and, subject to Sections 13.2, 13.2(c), 13.4, 13.5 and 13.6, shall continue until May 29, 2024, (the “Initial Term”). Thereafter, the term of this Agreement shall be automatically extended for an additional three-year period ( “Subsequent Term”) unless the Parent, at least 24 months prior to the end of the then current term, gives written notice to the Manager (a “Termination Notice”) that it wishes to terminate this Agreement at the end of the then current term. In no event will the term of this Agreement (the “Term”) extend beyond the date falling May 29, 2027 (such date, the “Fully-Extended Expiration Date”).

Section 1.2The Parent shall be entitled to terminate this Agreement upon notice in writing to the Manager if:

(a)the Manager commits a Willful and Material Breach in the performance of its duties under this Agreement, subject to a cure right of 40 Business Days following written notice by the Parent; provided that any default of the Manager to perform any of its obligations under a relevant Shipmanagement Agreement or any Supervision Agreement shall not, in itself, entitle the Parent to terminate this Agreement pursuant to this Section 13.2(a); provided, further, that if a Submanager was performing services under a Shipmanagement Agreement that was terminated due to the default of that Submanager, the Parent shall be entitled to direct the Manager to remove and replace such Submanager with respect to any other Shipmanagement Agreement under which such Submanager is then performing services;

(b)an aggregate amount in excess of 100,000 USD that is due and payable to the Parent or third parties by the Manager under this Agreement is not paid or accounted for within 20 Business Days following written notice by the Parent; or

(c)at any time after May 29, 2024, the Parent delivers 12 months written notice to the Manager (a “Subsequent Term Termination Notice”).

Section 1.3The Manager shall be entitled to terminate this Agreement by notice in writing to the Parent if:

(a)an aggregate amount in excess of 100,000 USD that is due and payable by the Parent under this Agreement is not paid when due or if due on demand within 20 Business Days following demand by the Manager;

(b)the Parent defaults in the performance of any other material obligations under this Agreement, subject to a cure right of 20 Business Days following written notice by the Manager;

(c)there is a Change in Control of the Parent; or

(d)the Management Fee for any Subsequent Term is determined by arbitration pursuant to the terms of Article XVII hereof and the arbitrators accept the Parent’s proposal, with such termination being effective at the end of that Subsequent Term.

Section 1.4Either party shall be entitled to terminate this Agreement immediately if:

Error! Unknown document property name.

(a)the other party ceases to conduct business, or all or substantially all of the equity-interests, properties or assets of either such party is sold, seized or appropriated;

(b)(i) the other party files a petition under any bankruptcy law, makes an assignment for the benefit of its creditors, seeks relief under any law for the protection of debtors or adopts a plan of liquidation; (ii) a petition is filed against the other party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 40 Business Days of its filing; (iii) the other party shall admit in writing its insolvency or its inability to pay its debts as they mature; (iv) an order is made for the appointment of a liquidator, manager, receiver or trustee of the other party of all or a substantial part of its assets; (v) or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of the other party’s undertaking, property or assets; or (vi) if an order is made or a resolution is passed for the other party’s winding up;

(c)a distress, execution, sequestration or other process is levied or enforced upon or sued out against a material amount of the other party’s property which is not discharged within 20 Business Days;

(d)the other party ceases or threatens to cease wholly or substantially to carry on its business otherwise than for the purpose of a reconstruction or amalgamation without insolvency previously approved by the terminating party;

(e)the other party is prevented from performing its obligations in any material respect hereunder by reasons of Force Majeure for a period of two or more consecutive months; or

(f)All Supervision Agreements and all Shipmanagement Agreements are terminated in accordance with the respective terms thereof;

provided that, in the event of a termination of this Agreement by the Parent pursuant to this Section 13.4, if the Other Management Agreements remains in effect at such time, a Manager Substitution shall be deemed to have occurred in respect of each member of the Group for which the Manager is acting as manager immediately prior to such termination.

Section 1.5Notwithstanding anything to the contrary set forth herein, if the Manager has requested a Manager Substitution with respect of any member of the Group prior to any termination of this Agreement by the Parent, such termination shall not be effective until such Manager Substitution has been completed.

Section 1.6

(a)In the event that this Agreement is terminated prior to the Fully-Extended Expiration Date (including, without limitation, pursuant to a Subsequent Term Termination Notice), other than pursuant to (i) Parent’s termination of this Agreement pursuant to Section 13.4(a) through (e), (ii) a termination resulting from Manager’s Willful and Material Breach of this Agreement or (iii) a termination pursuant to a Termination Notice delivered by Parent to the Manager in accordance with Section 13.1, then, Parent shall pay to the Manager the Termination Fee, which amount shall be payable by wire transfer of immediately available funds, within three (3) business days of such termination to an account designated in writing by Manager.

Error! Unknown document property name.

circumstances in which the Termination Fee is payable for the investments, efforts, expenses and resources expended and opportunity forgone in reliance on this Agreement and on the expectation of completing the services contemplated hereby, which amount would otherwise be impossible to calculate with precision.

(c)If Parent fails to pay in a timely manner the Termination Fee due pursuant to Section 13.6(a), Parent shall pay interest on the Termination Fee at the prime rate of Bank of America, N.A. in effect from time to time from the date such payment was required to be made hereunder.

(d)Notwithstanding the foregoing, no Termination Fee shall be payable by Parent if the Termination Fee (as defined in the Other Management Agreements) has been paid to the Manager pursuant to the Other Management Agreements.

(e)Notwithstanding the foregoing, no Termination Fee shall be payable in the event that (i) the Manager has terminated this Agreement pursuant to Section 13.3(c) or Section 13.4(f) (as a result of a Manager Substitution), (ii) the Other Agreements remains in effect and (iii) each of the Vessels and/or Newbuilds managed pursuant to this Agreement immediately prior to termination thereof are managed by the Other Managers pursuant to the Other Agreements.

Section 1.7Upon the effective date of termination pursuant to this Article XIII the Manager shall promptly terminate its service hereunder, ensuring that such termination occurs in a manner that minimizes any interruption to the business of the members of the Group.

Section 1.8Upon termination, the Manager shall, as promptly as possible, submit a final accounting of funds received and disbursed under this Agreement, any Supervision Agreement and/or any. Shipmanagement Agreement and of any remaining Management Fees and/or any other funds due from the Parent or any other member of the Group, calculated pro rata to the date of termination (except for those amounts payable in respect of the three months following the termination date under Section 9.3 which shall be payable by the Parent in accordance with that Section), and any non-disbursed funds of any member of the Group in the Manager’s possession or control will be paid by the Manager as directed by such member of the Group promptly upon the Manager’s receipt of all sums then due it under this Agreement, any Supervision Agreement and/or any Management Agreement, if any.

Section 1.9Upon termination of this Agreement, the Manager shall release to the Parent the originals where possible, or otherwise certified copies, of all such accounts and all documents specifically relating to each Vessel or the provision of the Services.

Section 1.10The provisions of this Article XIII shall survive any termination of this Agreement.

Article XIV

CHANGE IN CONTROL OF THE MANAGER AND RIGHT OF FIRST OFFER

Section 1.1During the Manager Restricted Period, the Manager is prohibited from transferring, assigning, selling or disposing of substantially all or all of its assets or property that is necessary for the performance of its services under this Agreement, any Supervision Agreement or any Shipmanagement Agreement to any other party without the Consent of the Parent except in the event that at the same time as or within three months after such disposition takes place the Manager is set to replace the same with equivalent assets or property.

Error! Unknown document property name.

Section 1.2During the Manager Restricted Period, in the event of a Proposed Change in Control of the Manager, the Parent shall have a right of first offer to purchase the Manager pursuant to the procedures set forth in Section 14.4.

Section 1.3The Parent and the Manager acknowledge that all potential transfers pursuant to this Article XIV are subject to obtaining any and all written consents of governmental authorities and other non-affiliated third parties.

Section 1.4Set forth below are the procedures for the Parent’s right of first offer to purchase the Manager under Section 14.2:

(a)Prior to engaging in any negotiations or otherwise offering to consummate a Proposed Change in Control of the Manager with any third party, the Manager shall provide written notice of its intent to engage in a Proposed Change in Control of the Manager (a “First Offer Notice”) and shall specify in such First Offer Notice the material terms and conditions (including the consideration to be paid, which shall be in cash) on which it would be willing to consummate a Proposed Change in Control of the Manager with the Parent, including any liabilities to be assumed by the Parent.

(b)The Parent shall notify the Manager within 30 days after receiving a First Offer Notice (the “First Offer Period”) that either (i) the Parent does not wish to participate in a Proposed Change in Control of the Manager (a “Negative Response”) or (ii) the Parent does wish to participate in a Proposed Change in Control of the Manager, subject to the negotiation of the terms and conditions of the Proposed Change in Control of the Manager in accordance with the provisions of this Article XIV (an “Affirmative Response”).

(c)In the event of an Affirmative Response, the Parent and the Manager shall negotiate in good faith during the First Offer Period the terms and conditions of an agreement for the consummation of a Proposed Change in Control of the Manager with the Parent and such terms and conditions are to be based on the terms and conditions set forth in the First Offer Notice.

(d)In the event of a Negative Response or in the event the Parent and the Manager are unable to agree on the terms and conditions of an agreement for the consummation of a Proposed Change in Control of the Manager during the First Offer Period, then the Manager may consummate a Proposed Change in Control of the Manager within 120 days after the earlier of the date the Manager receives a Negative Response and the end of the First Offer Period with a third party on terms and conditions as to price that are not more favorable, and on such other terms and conditions that are not materially more favorable, to the proposed purchaser than the terms and conditions specified in the First Offer Notice.

(e)If the Manager does not consummate a Proposed Change in Control of the Manager to a third party within 120 days after the earlier of the date the Manager receives a Negative Response from the Parent and the end of the First Offer Period in accordance with Section 14.4(d) then the Manager shall not thereafter consummate a Proposed Change in Control of the Manager without first offering to consummate a Proposed Change in Control of the Manager with the Parent in the manner provided above.

Section 1.5Upon request of the Parent, the Manager shall promptly disclose to the Parent the respective ownership, both record and beneficial, interests in the Manager of (a) the Hajioannou Entities, (b) directors, officers and employees of the Manager as a group, and (e) any other persons who are record or beneficial owners of the Manager, together with the identities of such other persons.

Error! Unknown document property name.

Article XV

NOTICES

Section 1.1All notices, consents and other communications hereunder, or necessary to exercise any rights granted hereunder, shall be in writing, sent by prepaid registered mail, and will be validly given if delivered on a Business Day to an individual at the following address:

If to the Parent:

Safe Bulkers, Inc.
Apt.D11 Les Acanthes
6, Avenue des Citronniers
MC98000 Monaco

Attention: President

If to the Manager:

Safe Bulkers Management Monaco Inc.
Apt. D11 , Les Acanthes

6, Avenue des Citronniers

MC98000 Monaco

Section 1.2Parent and Manager shall deliver written notice to the other party of any change in their respective address from that which is set forth in this Section 15.1.

Article XVI

APPLICABLE LAW

Section 1.1This Agreement shall be governed by, and construed in accordance with, the laws of England.

Section 1.2Except for Section 3.5 and Article XI which can be relied upon by a Submanager, no other term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

Article XVII

ARBITRATION

Section 1.1Any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Article XVII. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings are commenced.

Error! Unknown document property name.

Section 1.2The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

Section 1.3In the case of (i) any failure of the parties to agree on the Management Fee for any Subsequent Term within 30 days prior to the commencement of that Subsequent Term or (ii) any failure of the parties to agree upon the resolution of any Questioned Items in a Draft Budget prior to the 20th of November of a calendar year, the terms of this Section 17.3 shall be applicable. Notwithstanding any contrary provisions of this Article XVII (but otherwise subject to such provisions), the following “Baseball Arbitration” provisions shall apply to the matters referred to in clauses (i) and (ii) above:

(a)Each party shall designate one arbitrator within 5 business days following the relevant date specified in clause (i) or (ii) above; and the two arbitrators so designated shall designate a third within 10 Business Days thereafter; provided, however, that the parties may agree to a single arbitrator. If either party fails to designate an arbitrator within such 5 Business Day period, the other arbitrator can render an award hereunder.

(b)Each party shall propose an amount for each item in dispute that is subject to this Section 17.3, which shall be provided in writing to the arbitrators, together with any supporting documentation. Such proposed amounts may differ from the amounts proposed by the parties in their negotiations prior to triggering the implementation of this Section 17.3. The arbitrators may, but shall not be required to, accept oral testimony in addition to supporting documentation.

(c)Within 20 Business Days following the selection of the arbitrators hereunder, they shall, by majority vote, accept the proposal of one party or the other for each item that is the subject of arbitration pursuant to this Section 17.3.

(d)Awards under this Section 17.3, shall not include costs, but may include interest if the payment date for any amount shall have passed. The fees and expenses of the arbitrators under this Section 17.3, shall be borne by the losing party (and may be apportioned by the arbitrators if more than one item is the subject of an arbitration).

(e)Awards under this Section 17.3, shall be final and binding on the parties.

Article XVIII

MISCELLANEOUS

Section 1.1This Agreement (which includes the Annex) constitutes the sole understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto. This Agreement may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.

Error! Unknown document property name.

Section 1.2During the term hereof, the Manager will not provide services hereunder through, or otherwise cause any member of the Group to have, an office or fixed place of business in the United States.

Section 1.3This Agreement may be executed in one or more written counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

Section 1.4

(a)When a reference is made to an Article, Section or Schedule, such reference shall be to an Article, Section or Schedule of this Agreement unless otherwise indicated.

(b)Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(c)Unless the context requires otherwise, words using the singular or plural number also include the plural or singular number, respectively, the use of any gender herein shall be deemed to include the other genders, words denoting natural persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.

(d)References to “Euro” or “€” are to the currency of the European Monetary Union.

(e)References to “Dollar” or “$” are to the currency of the United States.

(f)References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

Section 1.5For the avoidance of doubt, the Shipmanagement Agreements and Supervision Agreements in effect immediately prior to the Effective Date remain in full force and effect; provided, however, that, in the event of a conflict between a Shipmanagement Agreement or a Supervision Agreement, on the one hand, and this Agreement, on the other hand, this Agreement shall control.

[Signature Page Follows]

Error! Unknown document property name.

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the date first above written.

SAFE BULKERS, INC.

By:

Name: Loukas Barmparis

Title: President

SAFE BULKERS MANAGEMENT MONACO INC

By:

Name: Polys Hajioannou

Title: Director

APPENDIX I

Form of Hajioannou Entities Restrictive Covenant Agreement

APPENDIX II

Form of Polys Hajioannou Restrictive Covenant Agreement

APPENDIX III

Form of Shipmanagement Agreement

APPENDIX IV

Form of Supervision Agreement

SCHEDULE A

Shipowning Subsidiaries

SCHEDULE B

Non-Shipowning Subsidiaries

SCHEDULE C

Group Members Managed by Manager

SCHEDULE D

Newbuilds


Subsidiary	Jurisdiction of Incorporation	Vessel Name

SCHEDULE E

Ship Management Fees, Commissions and Supervision Fees

In consideration of the Manager providing the Services to the Group, during the Subsequent Term (which began on May 29, 2021), the Parent shall pay the Manager the following ship management fees:

(a)a variable ship management fee of Euro 875 per day per Vessel, payable monthly in arrears (pro rated to reflect the number of days that the Parent (or any Subsidiary) owns or charters in each such Vessel during the applicable month);

(b)a variable ship management fee of Euro 250 per day per Vessel chartered-out to a third party on a bareboat charter basis, payable monthly in arrears;

(c)a variable fee equal to 0.0% calculated on the aggregate of the gross freight, demurrage, charter hire and ballast bonus obtained for the employment of each Vessel during the Term, payable to the Manager monthly in arrears, but only to the extent such freight, demurrage, charter hire or ballast bonus, as the case may be, is recognized as revenue;

(d)a commission equal to 1% calculated on the price set forth in the memorandum of agreement or other sale and purchase contract of (i) the Newbuilds set forth on Schedule D hereto, payable upon delivery of the Newbuilds to the relevant member of the Group; and (ii) any other Vessel bought or sold by the Parent or any Subsidiary, payable upon final delivery of such vessel to the relevant member of the Group or the relevant purchaser, as applicable; and

(e)a supervision fee of $550,000 per Newbuild for the services rendered by the Manager under the Supervision Agreement in respect of such Newbuild, payable in accordance with the terms of such Supervision Agreement.

(f)A flat ship management fee (Annual Fee) of Euro 3,5000,000 per annum, payable quarterly in arrears (pro-rated to reflect the number of days that such fee is payable during the applicable quarter).

Notwithstanding anything to the contrary set forth in this Agreement, Parent’s obligation to pay the Annual Fee shall survive the termination of this Agreement, and shall be payable by Parent to the Manager for so long as either this Agreement or the Other Management Agreements remains in effect.

Document

Execution Version

SAFE BULKERS, INC.

- and -

SAFE BULKERS MANAGEMENT LIMITED

MANAGEMENT AGREEMENT

2ND AMENDMENT APRIL 1, 2022

USActive 42608227.13

TABLE OF CONTENTS


ARTICLE I INTERPRETATION			1
ARTICLE II APPOINTMENT			6
ARTICLE III THE PARENT’S GENERAL OBLIGATIONS			7
ARTICLE IV THE MANAGER’S GENERAL OBLIGATIONS			8
ARTICLE V ADMINISTRATIVE SERVICES			10
ARTICLE VI COMMERCIAL SERVICES			12
ARTICLE VII INSURANCE			13
ARTICLE VIII AVAILABILITY OF OFFICERS			13
ARTICLE IX MANAGEMENT FEES AND EXPENSES			14
ARTICLE X BUDGETS, CORPORATE PLANNING AND EXPENSES			16
ARTICLE XI LIABILITY AND INDEMNITY			17
ARTICLE XII RIGHTS OF THE MANAGER, RESTRICTIONS ON THE MANAGER’S AUTHORITY, AND NON-COMPETE PROVISIONS			19
ARTICLE XIII TERMINATION OF THIS AGREEMENT			20
ARTICLE XIV CHANGE IN CONTROL OF THE MANAGER AND RIGHT OF FIRST OFFER			23
ARTICLE XV NOTICES			24
ARTICLE XVI APPLICABLE LAW			25
ARTICLE XVII ARBITRATION			25
ARTICLE XVIII MISCELLANEOUS			27

APPENDIX I Form of Hajioannou Entities Restrictive Covenant Agreement

APPENDIX II Form of Polys Hajioannou Restrictive Covenant Agreement

APPENDIX III Form of Shipmanagement Agreement

APPENDIX IV Form of Supervision Agreement

USActive 42608227.13

THIS MANAGEMENT AGREEMENT (this “Agreement”) is made on the 29 day of May, 2018 (the “Effective Date”), as further amended on 29 day of May, 2021 and as further amended on 1st day of April, 2022,

BY AND BETWEEN:

(1) SAFE BULKERS, INC., a company organized and existing under the laws of the Republic of the Marshall Islands (the “Parent”); and

(2) SAFE BULKERS MANAGEMENT LIMITED, a company organized and existing under the laws of the Republic of Cyprus (the “Manager”).

WHEREAS:

(A) The Original Agreement was terminated on its terms at the end of the day on May 28, 2018.

(B) The Parent directly or indirectly wholly owns or will wholly own (i) the corporations identified on Schedule A hereto, as such Schedule A may be amended from time to time (the “Shipowning Subsidiaries”), each of which owns or charters in or will own or charter in one or more Drybulk Vessels (as defined below) (the “Vessels”) and (ii) the corporations identified on Schedule B hereto, as such Schedule B may be amended from time to time (together with the Shipowning Subsidiaries, the “Subsidiaries”).

(C) The Manager has the benefit of expertise in the technical and commercial management of Drybulk Vessels and administration of shipowning companies generally.

(D) The Parent and the Manager desire to enter into and adopt this Agreement, pursuant to which the Manager shall represent the Group (as defined below) in its dealings with third parties and provide either directly or through a Submanager (as defined below) technical, commercial, administrative and certain other services to the Group as specified herein in connection with the management and administration of the business of the Group, in each case, to the extent the Parent elects to have the Manager provide such services

(E) The Initial Term of the Agreement ended on the 29 day of May, 2021, the date falling three years after the Effective Date, as per Section 13.1. Thereafter, the term of this Agreement automatically extended for an additional three-year period (the “Subsequent Term”). In consideration of the Manager providing the Services to the Group, during the Subsequent Term (which began on May 29, 2021 and will end on May 29, 2024), the Parent will pay the Manager ship management fees as set forth on Schedule E.