REMINDER ON DISCLOSURE OBLIGATIONS (1)
OF CHANGES IN MAJOR HOLDINGS OF VOTING SHARES
IN D'AMICO INTERNATIONAL SHIPPING S.A.
(THE "COMPANY")
Shareholders of the Company remain subject to disclosure and reporting
obligations of transparency both in Luxembourg and in Italy.
I) Under the Luxembourg
law, to which the Company is subject by reason of its incorporation in
Luxembourg, the shareholders of the Company are bound by the applicable provisions
of the law dated 11 January 2008 entered into force on 19 January 2008 (the "Transparency
Law") which implements directive 2004/109/EC of the European Parliament
and of the Council of 15 December 2004 on the harmonisation of transparency requirements
in relation to information about issuers whose securities are admitted to trading
on a regulated market and amending Directive 2001/34/EC (the "Transparency
Directive").
Pursuant to the rules set by the Transparency Law, a natural or
legal person holder of voting shares, of certificates representing voting shares
or of financial instruments giving an entitlement to buy voting shares of the Company,
must file a notification both to the Company and to the Commission de Surveillance
du Secteur Financier (the "CSSF") in case the percentage of voting
rights held in the Company reaches, exceeds or falls below the following thresholds:
5%, 10%, 15%, 20%, 25%, 33 1/3%, 50% and 66 2/3 %, following the purchase or sale
of voting shares of the Company as well as the increase or decrease of the total
amount of voting shares or share capital in the Company. Such notification must
be filed as soon as possible, but at least within the sixth Luxembourg trading day
following a transaction or four trading days following information of an event changing
the breakdown of voting rights by the Company. The notification shall be addressed
to the Company’s registered office and to the CSSF in compliance with its applicable
provisions. The content of the notification will be made public by the Company within
three Luxembourg trading day following its reception.
In case of failure to notify the Transparency Law provides for a freeze of the voting
rights of shares and allows resolutions carried out with the illegally exercised
voting rights to be voided.
The Transparency Law also allows postponement of general meetings if the above mentioned
notification is made within fifteen days prior to such a meeting.
II) In light of the listing of the Company’s shares on the STAR
segment of the Italian Stock Exchange Market ("MTA") managed by
Borsa Italiana S.p.A., the shareholders of the Company are also bound by the terms
of its Articles of Association as amended on 29 April 2008 and reported hereinafter:
"Natural persons or legal entities who acquire, dispose or
hold a holding in the Company's capital represented by voting shares, shall inform
the Company, which shall inform Borsa Italiana where: a) the percentage of the voting
rights held by that person exceeds one of the following thresholds: 2 per cent.,
5 per cent., 7.5 per cent., 10 per cent. and subsequent multiples of 5, b) the percentage
of the voting rights held by that person falls below one of the thresholds specified
in subparagraph a)" within five trading days of the date of transaction triggering
the requirement, regardless of the date on which it is to take effect. Intermediaries
that have acquired a holding of more than 2% and less than 5% in the course of their
asset management activity may inform the Company within seven days of the publication
of the notice convening the first shareholders' meeting following the acquisition.
In such case, they shall also specify their holding at the date of the information.
For the purpose of this specific provision, a person's holding shall be deemed to
include both the shares owned by him, even if the voting rights belong or are assigned
to third parties, and the shares of which the voting rights belong or are assigned
to him. For the same purposes, a person's holding shall also include both the shares
owned by nominees, trustees or subsidiary companies and the shares of which the
voting rights belong or are assigned to such persons. Shares registered in the names
of or endorsed to trustees and those of which the voting rights are assigned to
an intermediary in connection with asset management services shall not be counted
by the persons controlling the trustee or the intermediary."
(1) The information contained in this reminder does
not constitute legal advice. Investors are encouraged to seek advice of counsel
in connection with their obligations under applicable law and the consequences of
failing to comply with any such obligations.