20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

F orm 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: 001-34934

COSTAMARE INC.

(Exact name of Registrant as specified in its charter)

NOT APPLICABLE (Translation of Registrant’s name into English)

Republic of The Marshall Islands (Jurisdiction of incorporation or organization) 7 Rue du Gabian

MC 98000 Monaco

(Address of principal executive offices)

Anastassios Gabrielides, Secretary 7 rue du Gabian MC 98000 Monaco

Telephone: +377 93 25 09 40 E-mail address: generalcounsel@costamare.com

(Name, Address, Telephone Number and E-mail Address 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, $0.0001 par value per share	CMRE	New York Stock Exchange
Preferred stock purchase rights		New York Stock Exchange
Series B Preferred Shares, $0.0001 par value per share	CMRE.PRB	New York Stock Exchange
Series C Preferred Shares, $0.0001 par value per share	CMRE.PRC	New York Stock Exchange
Series D Preferred Shares, $0.0001 par value per share	CMRE.PRD	New York Stock Exchange
Series E Preferred Stock, $0.0001 par value per share	CMRE.PRE	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.

122,301,711 shares of Common Stock

1,970,649 Series B Preferred Stock, $0.0001 par value per share

3,973,135 Series C Preferred Stock, $0.0001 par value per share

3,986,542 Series D Preferred Stock, $0.0001 par value per share

4,574,100 Series E Preferred Stock, $0.0001 par value per share

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 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 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. See definition of “large accelerated filer”, “accelerated filer”, and “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. Yes ☒ ☐ No

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

ABOUT THIS REPORT		ii
FORWARD-LOOKING STATEMENTS		iii
PART I		1
	ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
	ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
	ITEM 3. KEY INFORMATION	1
	ITEM 4. INFORMATION ON THE COMPANY	48
	ITEM 4.A. UNRESOLVED STAFF COMMENTS	77
	ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	77
	ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	128
	ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	132
	ITEM 8. FINANCIAL INFORMATION	142
	ITEM 9. THE OFFER AND LISTING	145
	ITEM 10. ADDITIONAL INFORMATION	145
	ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	165
	ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	167
PART II		167
	ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	167
	ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	167
	ITEM 15. CONTROLS AND PROCEDURES	168
	ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT	169
	ITEM 16.B. CODE OF ETHICS	169
	ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	169
	ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	170
	ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	170
	ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	172
	ITEM 16.G. CORPORATE GOVERNANCE	172
	ITEM 16.H. MINE SAFETY DISCLOSURE	172
PART III		173
	ITEM 17. FINANCIAL STATEMENTS	173
	ITEM 18. FINANCIAL STATEMENTS	173
	ITEM 19. EXHIBITS	173
SIGNATURE		176

ABOUT THIS REPORT

In this annual report, unless otherwise indicated:

•	“Costamare”, the “Company”, “we”, “our”, “us” or similar terms when used in a historical context refer to Costamare Inc., or any one or more of its subsidiaries or their predecessors, or to such entities<br> collectively, except that when such terms are used in this annual report in reference to the common stock, the 7.625% Series B Cumulative Redeemable Perpetual Preferred Stock (the “Series B Preferred Stock”), the 8.50% Series C Cumulative<br> Redeemable Perpetual Preferred Stock (the “Series C Preferred Stock”), the 8.75% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) or the 8.875% Series E Cumulative Redeemable Perpetual Preferred<br> Stock (the “Series E Preferred Stock” and, together with the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock, the “Preferred Stock”), they refer specifically to Costamare Inc.;
•	currency amounts in this annual report are in U.S. dollars; and
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•	all data regarding our fleet and the terms of our charters is as of March 21, 2023.
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We use the term “twenty foot equivalent unit” (“TEU”), the international standard measure of containers, in describing the capacity of our containerships. We use the term deadweight ton (“dwt”) in describing the size of dry bulk vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry.

FORWARD-LOOKING STATEMENTS

All statements in this annual report (and in the documents incorporated by reference herein) that are not statements of historical fact are “forward-looking statements” within the meaning of the United 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”, “estimate”, “project”, “forecast”, “plan”, “potential”, “may”, “should”, “could” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we file with the United States Securities and Exchange Commission (“SEC”), other information sent to our security holders, and other written materials. We caution that these and other forward-looking statements included in this annual report (and in the documents incorporated by reference herein) represent our estimates and assumptions as of the date of this annual report (and in the documents incorporated by reference herein) or the date on which such oral or written statements are made, as applicable, about factors that are beyond our ability to control or predict, and are not intended to give any assurance as to future results.

Factors that might cause future results to differ include, but are not limited to, the following:

•	general market conditions and shipping industry trends, including charter rates, vessel values and the future supply of, and demand for, ocean-going containership and dry bulk shipping services;
•	our continued ability to enter into time charters with existing and new customers, and to re-charter on favorable terms our vessels upon the expiry of existing charters;
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•	our future financial condition and liquidity, including our ability to make required payments under our credit facilities, and comply with our loan covenants;
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•	our ability to finance our capital expenditures, acquisitions and other corporate activities;
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•	risks related to our dry bulk operating platform, including uncertainty related to the introduction of a new line of business for the Company, the fact that the chartering-in and chartering-out of dry bulk<br> vessels is inherently more volatile than traditional vessel ownership and risks associated with derivative instruments such as forward freight agreements and bunker hedging;
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•	risks related to our leasing business, including uncertainty related to the introduction of a new line of business for the Company, as well as exposure to new<br> financial, counterparty and legal risks;
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•	our cooperation with our joint venture partners and any expected benefits and risks, including risks associated with the Company’s expansion into new lines of business in connection with any joint venture<br> entities, arising from such joint venture arrangements;
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•	the effects of a possible worldwide economic slowdown;
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•	disruption of world trade due to rising protectionism or the breakdown of multilateral trade agreements;
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•	environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;
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iii

•	business disruptions and economic uncertainty resulting from the continued outbreak of the COVID-19 virus (and variants that may emerge), including possible delays due to quarantine of vessels and crew caused by<br> COVID-19 infection;
•	business disruptions due to natural disasters or other disasters outside our control;
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•	fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies, and the impact of the discontinuation of remaining<br> London Interbank Offered Rate tenors for US Dollars, or “LIBOR,” after June 30, 2023 on any of our debt referencing LIBOR in the interest rate;
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•	technological advancements in the design, construction and operations of containerships and dry bulk vessels and opportunities for the profitable operations of our vessels;
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•	the financial health of our customers, our lenders and other counterparties, and their ability to perform their obligations;
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•	potential disruption of shipping routes due to accidents, political events, sanctions, piracy or acts by terrorists and armed conflicts;
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•	future, pending or recent acquisitions of vessels or other assets, the recent commencement of operations of our dry bulk platform, our business strategy, areas of possible expansion and expected capital spending<br> or operating expenses, including the recent investment in a leasing business;
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•	expectations relating to dividend payments and our ability to make such payments;
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•	the availability of existing secondhand vessels or newbuild vessels to purchase, the time that it may take to construct and take delivery of new vessels or the useful lives of our vessels;
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•	the availability of key employees and crew, the length and number of off-hire days, dry-docking requirements, fuel and insurance costs;
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•	our anticipated general and administrative expenses, including our fees and expenses payable under our management and services agreements, as may be amended from time to time;
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•	our ability to leverage to our advantage our managers’ relationships and reputation within the international shipping industry;
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•	our ability to maintain long-term relationships with major liner companies;
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•	expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as requirements imposed by classification societies and standards demanded<br> by our charterers;
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•	any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach;
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•	risks inherent in vessel operation, including perils of the sea, terrorism, piracy and discharge of pollutants;
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•	potential liability from current or future litigation;
•	our business strategy and other plans and objectives for future operations; and
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•	other factors discussed in “Item 3. Key Information—D. Risk Factors” of this annual report.
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We undertake no obligation to update or revise any forward-looking statements contained in this annual report, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement.

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

A. Reserved.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

Risk Factor Summary

Industry Risks

•	Our profitability will be dependent on the level of charter rates in the international shipping industry, which depends on macroeconomic factors outside our control;
•	The market value of our vessels can fluctuate substantially over time, and if these values are low at a time when we are attempting to dispose of a vessel, we could incur a loss;
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•	The international dry bulk industry is highly competitive, and we may be unable to compete successfully for charters with established companies or new entrants that may have greater resources and access to<br> capital;
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•	The operation of dry bulk vessels has certain unique operational risks which could affect our earnings and cash flow;
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•	Our operating results are subject to seasonal fluctuations;
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•	We may be adversely impacted by disruptions in the global financial markets due to terrorist attacks, regional armed conflict, or geopolitical risk; and
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•	Decreases in the level of China’s export of goods and import of raw materials could have a material adverse impact on our charterers’ business, which could adversely impact our operations.

Risks Inherent in Our Business

•	Delay in, or cancelation of, the delivery of any secondhand vessels we may agree to acquire, or any future newbuild vessel orders, could adversely affect our earnings;
•	Our revenues are heavily dependent on our charterers and other counterparties fulfilling their obligations under agreements with us;
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•	We may have difficulty properly managing our growth through acquisitions of new or secondhand vessels and we may not realize expected benefits from these acquisitions;
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•	Our managers may be unable to attract and retain qualified, skilled crews on our behalf necessary to operate our business or may pay rising crew and other vessel operating costs;
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•	Fuel price fluctuations may have an adverse effect on our cash flows, liquidity and our ability to pay dividends to our stockholders;
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•	We must make substantial capital expenditures to maintain the operating capacity of our fleet, and these amounts may increase as our fleet ages;
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•	We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures;
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•	The recently established dry bulk operating platform exposes us to new operational, counterparty and legal risks which could affect our earnings and cash flow;
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•	Declines in the value of our derivative instruments, such as forward freight agreements, could have an adverse effect on our future performance, results of operations, cash flows and financial position;
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•	The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates, foreign currencies, bunker prices and freight rates can result in reductions in our stockholders’ equity as<br> well as reductions in our income;
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•	Our recent investment in the leasing business exposes us to new financial, counterparty and legal risks which could adversely affect our business, financial position, results of operations and cash flow;
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•	Our business depends upon certain members of our senior management who may not necessarily continue to work for us;
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•	Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers or other entities in which he has an interest;
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•	Our managers are privately held companies and there is little or no publicly available information about them; and
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•	Being active in multiple lines of business, including managing multiple fleets, requires management to allocate significant attention and resources, and failure to successfully or efficiently manage each line of<br> business may harm our business and operating results.

Risks Relating to Our Securities

•	The price of our securities may be volatile and future sales of our equity securities could cause the market price of our securities to decline;
•	Investors may view our having multiple lines of business, including ownership of multiple fleets, negatively, which may decrease the trading price of our securities;
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•	Holders of Preferred Stock have extremely limited voting rights; and
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•	Members of the Konstantakopoulos family are our principal existing stockholders and will effectively be able to control the outcome of matters on which our stockholders are entitled to vote; their interests may<br> be different from yours.
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Industry Risks

Our profitability will be dependent on the level of charter rates in the international shipping industry which are based on macroeconomic factors outside of our control. The cyclical nature of the shipping industry may lead to volatile changes in charter rates, which may reduce our revenues and negatively affect our results of operations.

The ocean-going shipping industry is both cyclical and volatile in terms of charter rates and profitability. Our profitability is dependent upon the charter rates we are able to charge for our ships. Fluctuations in charter rates result from changes in the supply of and demand for vessel capacity and changes in the supply of and demand for the consumer goods and major commodities carried by water internationally. We are exposed to changes in charter rates in both the containership and dry bulk markets through both traditional vessel ownership as well as our dry bulk operating platform.

Since the factors affecting the supply of and demand for containership and dry bulk vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions are also unpredictable. A significant decrease in charter rates would adversely affect our profitability and cash flows and could decrease the value of our fleet.

The demand for containerships and dry bulk vessels has generally been influenced by, among other factors:

•	supply of and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
•	changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products;
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•	the location of regional and global exploration, production and manufacturing facilities;
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•	the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;
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•	the globalization of production and manufacturing;
•	global and regional economic and political conditions, including armed conflicts, terrorist activities, sanctions, embargoes, strikes, tariffs and “trade wars”;
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•	economic slowdowns caused by public health events such as the continued COVID-19 outbreak;
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•	natural disasters and other disruptions in international trade;
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•	disruptions and developments in international trade;
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•	changes in seaborne and other transportation patterns, including the distance cargo products are transported by sea, competition with other modes of cargo transportation and trade patterns;
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•	environmental and other regulatory developments;
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•	currency exchange rates; and
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•	weather.
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Factors that influence the supply of containership and dry bulk vessel capacity include:

•	the availability of financing;
•	the price of steel and other raw materials;
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•	the number of newbuilding orders and deliveries, including slippage in deliveries;
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•	the cost of newbuildings and the time it takes to construct a newbuild;
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•	the number of shipyards and ability of shipyards to deliver vessels;
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•	port and canal congestion;
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•	scrap prices and the time it takes to scrap a vessel;
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•	speed of vessel operation;
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•	costs of bunkers and other operating costs;
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•	vessel casualties;
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•	the efficiency and age profile of the existing containership and dry bulk fleet in the market;
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•	the number of vessels that are out of service, namely those that are laid-up, dry-docked, awaiting repairs or otherwise not available for hire;
•	the economics of slow steaming;
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•	government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations; and
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•	sanctions (in particular, sanctions on Iran, Russia and Venezuela, amongst others).
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These 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.

Our ability to re-charter our vessels upon the expiration or termination of their current charters and to charter our vessels for which we have not yet secured charters and the charter rates payable under any renewal options or replacement or new charters will depend upon, among other things, the prevailing states of the containership and dry bulk charter markets. If the charter markets are depressed when our vessels’ charters expire or when we are otherwise seeking new charters, we may be forced to charter our vessels at reduced or even unprofitable rates, or we may not be able to charter them at all and/or we may be forced to scrap them, which may reduce or eliminate our earnings or make our earnings volatile.

During the year ended December 31, 2022, the Containership Timecharter Rate Index (a per TEU weighted average of six to twelve month time charter rates of 1,000 to 5,000 TEU vessels, and three year time charter rates of 6,800 TEU to 9,000 TEU vessels that is published in the Container Intelligence Monthly, calculated on a monthly basis by Clarkson Research Services Limited (“Clarkson Research”) (based on $/TEU for 1993=100)) decreased by 71%, from 361.79 points in December 2021 to 105.76 points in December 2022.

According to Clarkson Research, seaborne container trade (in terms of million TEU transported) grew by a compound annual growth rate of 3.8% per annum between 2010 and 2020. In 2020, mainly due to the COVID-19 pandemic, global seaborne container trade volumes decreased by around 2.7 million TEU compared to 2019, whereas in 2021 volumes increased by 12.9 million TEU, reaching approximately 207.9 million TEU. Clarkson Research estimates a reduction in seaborne container trade from 207.9 million TEU in 2021 to 200.0 million TEU in 2022. Furthermore, according to Clarkson Research, future supply as represented by the containership order-book as of December 2022 amounted to 29.0% of the existing fleet capacity, one of the highest such percentages since 2011. Delivery of the vessels currently under construction may negatively affect time charter rates for both short- and long-term periods unless it coincides with an increase in the demand for seaborne transportation of container boxes.

Freight rates have become very volatile since the onset of the COVID-19 pandemic. Although during the first half of 2020 Clarkson Research’s Containership Timecharter Index decreased by 33% due to the pandemic and the associated disruptions in world trade, from July 2020 to the end of 2021, the Containership Timecharter Index increased by around 900% to 361.79 points. Key reasons for the increase in freight rates were the increase in the demand for consumer goods, the dislocation of empty container boxes away from manufacturing countries during the second half of 2020 and the congestion in major ports worldwide. During 2022, the Containership Timecharter Rate Index posted a significant decrease of more than 70% compared to the end of 2021, mainly due to a reduction in the demand for seaborne container transportation and the unlocking of vessel capacity previously tied up by congestion. Weak or volatile conditions in the containership sector may affect our ability to generate cash flows and maintain liquidity, as well as adversely affect our ability to obtain financing.

Additionally, because we charter our dry bulk vessels primarily on short-term time charters, we are exposed to changes in spot market rates, namely to short-term time charter rates and voyage charter

      rates, for dry bulk vessels; such changes may affect our earnings and the value of our dry bulk vessels at any given time. Conditions in the international dry bulk shipping market can be volatile and cyclical and have varied significantly over
      the last decade. Earnings across all segments hit record levels across 2007-08 as the global industrial “super-cycle” significantly boosted demand for dry bulk commodities, and as China’s rapid industrialisation added further momentum. Since the
      global financial crisis of 2007-08, earnings have been more subdued as oversupply and moderating demand growth led to more typical cyclical patterns. In 2021, however, rebounding trade after the COVID-19 pandemic, government stimulus, pent-up
      demand and significant “disruption upside” \(e.g., port congestion\) have pushed earnings in the sector to the highest levels seen since 2008. During 2021, the average increase in the time charter rates of
      Capesize, Panamax, Supramax and Handysize vessels \(as measured by the BCI, BPI-82, BSI-58 and BHSI-38 Indexes, respectively\) compared to 2020, was 127%. However, during 2022, mainly due to the Russia-Ukraine conflict, the strict COVID-19 lockdown
      policies in China and the emergence of inflationary pressures, demand for seaborne dry bulk trade softened and time charter rates for the aforementioned vessel categories dropped by 50% compared to 2021 levels. Weak or volatile conditions in the
      dry bulk shipping sector may affect our ability to generate cash flows and maintain liquidity, as well as adversely affect our ability to obtain financing.

Our financial and operating performance may be adversely affected by the continued outbreak of the COVID-19 virus and related governmental responses thereto.

Our business may be adversely affected by the continued outbreak of the COVID-19 virus (and variants that may emerge), which has introduced uncertainty into our operational and financial activities and has negatively impacted, and may continue to impact negatively, global economic activity. Average charter rates for containerships and dry bulk vessels, as measured by the Containership Timecharter Rate Index and the Clarksons Average Dry Bulk Vessel Earnings Index improved significantly from the second quarter of 2020 to the end of 2021; however, the underlying reasons for this improvement, such as tight supply lines, increased demand for bulk commodities on the back of firmly rebounding industrial activity, increased demand for containerized cargo due to increased consumption mainly from developed countries, the hold on newbuild construction due to the COVID-19 pandemic began to reverse in the second quarter of 2022, which could negatively impact our business.

During 2022, the Containership Timecharter Rate Index posted a significant decrease of more than 70% compared to the end of 2021, mainly due to a reduction in the demand for seaborne container transportation and the unlocking of vessel capacity previously tied up by congestion. From 2021 to 2022, the average decrease in the time charter rates of Capesize, Panamax, Supramax and Handysize vessels (as measured by the BCI, BPI-82, BSI-58 and BHSI-38 Indexes, respectively) was 50%.

The onset of the pandemic resulted in numerous actions taken by governments and governmental agencies in an attempt to mitigate the spread or any resurgence of the virus, including travel bans, quarantines and other emergency public health measures such as lockdowns. While many of these measures have since been relaxed, we cannot predict whether and to what degree such measures will be reinstated in the event of any resurgence in the COVID-19 virus or any variants thereof. In 2022, a resurgence of COVID-19 cases led China’s government to impose quarantine regulations in certain provinces of China under China’s zero-COVID policy. Following unrest, China’s government reversed some measures, resulting in an increase in the number of COVID-19 cases. As the situation is continuously evolving with further waves of infections across many countries worldwide, the development and distribution of multiple vaccines, and the emergence of new variants of the COVID-19 virus that may undermine such vaccines, it is difficult to predict the ultimate duration, severity and long-term impact of the pandemic on the industry and Costamare at this time.

Furthermore, it is difficult to predict what impact the abatement or continuation of the pandemic may have on our business. The duration of scheduled repairs could exceed our estimates, causing our vessels to remain off-hire for longer periods than planned or to miss scheduled employment. We may face increased costs operating our vessels due to travel restrictions and quarantine requirements. Possible delays due to quarantine of our vessels caused by COVID-19 infection of our crew or other COVID-19-related disruptions may lead to the termination of charters leaving our vessels without employment. It is also possible that the companies that charter our vessels may be materially impacted by the effects of the COVID-19 virus outbreak and therefore may default on their charters or seek to restructure the terms of their charters (which, however, are legally binding).

The occurrence or reoccurrence of any of the foregoing events or other epidemics, an increase in the severity or duration of the COVID-19 pandemic or other epidemic or a recession or market correction resulting from the spread of COVID-19 could have a material adverse effect on our future financial and operating performance.

An oversupply of containership or dry bulk vessel capacity may reduce charter rates and adversely affect our ability to charter our vessels at profitable rates or at all, which could have a material adverse effect on our financial condition and results of operations.

An oversupply of large newbuild vessels and/or re-chartered containership capacity entering the market, combined with any decline in the demand for containerships, may reduce available charter rates and may decrease our ability to charter our containerships when we are seeking new or replacement charters other than for unprofitable or reduced rates, or we may not be able to charter our containerships at all. According to Clarkson Research, as of December 2022, the containership order-book represented 29% of the existing fleet capacity, 69% of which was for vessels with carrying capacity in excess of 12,000 TEU.

From 2005 through 2010, the containership order-book was at historically high levels as a percentage of the in-water fleet. Since that time, deliveries of previously ordered containerships increased substantially and new ordering momentum slowed, with the order-book reverting to below average levels and reaching a low in October 2020 of 8.5% of the then-existing fleet capacity (measured in TEU). An oversupply of large newbuild vessels and/or re-chartered containership capacity entering the market, combined with any decline in the demand for containerships, may reduce available charter rates and may decrease our ability to charter our containerships when we are seeking new or replacement charters other than for unprofitable or reduced rates, or we may not be able to charter our containerships at all.

Although the number of dry bulk vessels on order as a percentage of the dry bulk fleet in the water was at a low level of 7.6% as of December 2022, such number can quickly increase if multiple orders by industry participants and outside investors are placed. After rising to record levels in the late 2000s on the back of the global economic “super-cycle” and rapidly growing Chinese demand, newbuild dry bulk vessel contracting has moderated significantly in recent years. 161 million dwt of dry bulk vessels capacity was ordered in 2007, and a further 102 million dwt in 2008, leaving the orderbook in the sector equivalent to around 80% of capacity on the water by the end of 2008. However, following the global financial crisis of 2007-08 and significant oversupply in the sector, contracting slowed to an average of 41 million dwt per annum across 2012-22, and the orderbook in the sector stood at just 7.6% of fleet capacity by December 2022. While the orderbook has been at historically low levels, the lingering effects of oversupply in the past years may have a negative impact on charter rates. If, due to an oversupply of dry bulk vessels, charter rates decline upon the expiration or termination of our current charters, we may only be able to re-charter those vessels at reduced rates or we may not be able to charter these vessels at all.

Risks inherent in the operation of ocean-going vessels could affect our business and reputation, which could adversely affect our expenses, net income, cash flow and stock price.

The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:

•	marine disaster;
•	piracy;
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•	environmental accidents;
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•	grounding, fire, explosions and collisions;
•	cargo and property loss or damage;
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•	business interruptions caused by mechanical failure, human error, war, terrorism, disease and quarantine, political action in various countries or adverse weather conditions; and
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•	work stoppages or other labor problems with crew members serving on our vessels, some of whom are unionized and covered by collective bargaining agreements.
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Such occurrences could result in death or injury to persons, loss 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, litigation with our employees, customers or third parties, higher insurance rates, and damage to our reputation and customer relationships generally. Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to caps or not cover such losses, and any of these circumstances or events could increase our costs and lower our revenues. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these results could have a material adverse effect on business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

The market value of our vessels can fluctuate substantially over time, and if these values are low at a time when we are attempting to dispose of a vessel, we could incur a loss, which would adversely affect our financial condition and could impair our ability to pay dividends.

Containership and dry bulk vessel values can fluctuate substantially over time due to a number of different factors, including:

•	prevailing economic conditions in the markets in which our vessels operate;
•	reduced demand for containerships or dry bulk vessels, including as a result of a substantial or extended decline in world trade;
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•	increases in the supply of vessel capacity;
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•	changes in prevailing charter hire rates;
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•	the physical condition, size, age and technical specification of the ships;
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•	the costs of building new vessels;
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•	changes in technology which can render older vessels obsolete;
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•	the relative environmental efficiency of the vessel, as compared to others in the markets in which our vessels operate;
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•	whether the vessel is equipped with an exhaust gas scrubber or not; and
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•	the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, customer<br> requirements or otherwise.

The risk of realizing a loss on the sale of a vessel is greater during periods when vessel values are low compared to their historical levels. In the future, we may sell vessels under unfavorable conditions resulting in losses in order to maintain sufficient liquidity and to allow us to cover our operating costs. If the market values of our vessels deteriorate, we may be required to record an impairment charge in our financial statements, which could adversely affect our results of operations.

In addition, any such deterioration in the market values of our vessels could trigger a breach of certain covenants under our credit facilities, which could adversely affect our operations. If a charter expires or is terminated, we may be unable to re-charter the vessel at an acceptable rate and, rather than continue to incur costs to maintain the vessel, may seek to dispose of it. Our inability to dispose of the vessel at a reasonable price could result in a loss on its sale and could materially and adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

The international dry bulk industry is highly competitive, and we may be unable to compete successfully for charters on favorable terms or at all with established companies or new entrants that may have greater resources and access to capital, which may have a material adverse effect on our business, prospects, financial condition, liquidity and results of operations.

The international dry bulk shipping industry is highly competitive, capital intensive and highly fragmented with virtually no barriers to entry. Competition arises primarily from other vessel owners, some of whom may have greater resources and access to capital than we have. In addition, we are a new entrant in the dry bulk industry and some of our competitors may have more experience and more established customer relationships. Competition among vessel owners for the seaborne transportation of dry bulk cargo can be intense and depends on the charter rate, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Many of our competitors have greater resources and access to capital than we have and operate larger fleets than we may operate, and thus they could be able to offer lower charter rates or higher quality vessels than we are able to offer. If this were to occur, we may be unable to retain or attract new charterers on attractive terms or at all, which may have a material adverse effect on our business, prospects, financial condition, liquidity and results of operations.

Our operating results are subject to seasonal fluctuations, which could affect our operating results and the amount of available cash with which we service our debt or could pay dividends.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This is particularly true for our dry bulk fleet. To the extent we operate vessels on short-term time charters, index-linked time charters and voyage charters obtained in the spot market, this seasonality may result in quarter-to-quarter volatility in our operating results which could affect our ability to pay dividends to our common stockholders. The dry bulk market is typically stronger in the fall and spring months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months and increased South American grain shipments during spring. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities. As a result, our revenues may be weaker during the fiscal quarters ended March 31 and September 30, and, conversely, our revenues may be stronger in fiscal quarters ended June 30 and December 31.

The operation of dry bulk vessels entails certain unique operational risks, which could affect our business, financial condition, results of operations and ability to pay dividends.

The operation of certain ship types, such as dry bulk vessels, has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the ship can be a risk factor. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and may react badly to water exposure. In addition, dry bulk 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 may be more susceptible to breach at sea. Furthermore, any defects or flaws in the design of a dry bulk vessel may contribute to vessel damage. Hull breaches in dry bulk vessels may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of the vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events.

Any of these circumstances or events may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator.

Downside risks to the world economy, renewed terrorist activity, the continuance of the pandemic crisis, international hostilities, the refugee crisis and protectionist policies which could affect advanced economies, could have a material adverse effect on our business, financial condition and results of operations.

Global growth is subject to downside economic risks stemming from factors such as high inflation, energy costs, fiscal fragility in advanced economies, monetary tightening in certain advanced and emerging economies, high sovereign, corporate and private debt levels, highly accommodative macroeconomic policies and increased volatility in debt and equity markets as well as in the price of fuel and other commodities. Political events such as the continued global trade war between the U.S. and China, the economic impact of and global response to the emergence of a pandemic crisis such as the outbreak of the COVID-19 virus (and variants that may emerge), the continuing war in Syria, renewed terrorist attacks around the world and the refugee crisis may disrupt global supply chains and negatively impact globalization and global economic growth, which could disrupt financial markets, and may lead to weaker consumer demand in the European Union, the United States, and other parts of the world which could have a material adverse effect on our business.

The ongoing conflict between Russia and Ukraine may lead to further regional and international conflicts or armed action. It is possible that such conflict could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the United States and the European Union against Russia. While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations.

In addition, we anticipate that a significant number of port calls made by our vessels will continue to involve the loading or unloading of cargoes in ports in the Asia Pacific region. In recent years, China has been one of the world’s fastest growing economies in terms of gross domestic product, which has had a significant impact on shipping demand. However, if China’s growth in gross domestic product and especially in industrial production continues to slow and other countries in the Asia Pacific region experience slower or negative economic growth in the future, this may negatively affect the economies of the United States and the European Union, and thus, may negatively impact shipping demand. There may also be long-term adverse impacts from the COVID-19 pandemic crisis in China which negatively affect industrial production. In addition, the continued global trade war between the U.S. and China, including the introduction by the U.S. of tariffs on selected imported goods, mainly from China, may provoke further retaliation measures from the affected countries which has the potential to create new impediments to trade. Furthermore, trade friction could increase the volatility in the foreign exchange markets which could also negatively affect global trade. Such volatile economic conditions could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Geopolitical risks may affect the ability of certain of our managers and service providers, which have offices in Greece, to operate efficiently.

The location of the offices of our managers and service providers, as well as certain of our third-party managers’ offices in Greece exposes them to geopolitical risks facing Greece, including a resurgence of influx of refugees. Although to date, these risks have not affected our managers’ operations, a serious regional crisis may have a material adverse effect on our operations in the future and may limit the ability of our managers and service providers with offices in Greece to operate. These limitations may include the ability of our Greek suppliers to fully perform their contracts, the ability of our Greek-based seafarers or shore employees to travel to and from our vessels and delays or other disruptions in the operation of our fleet.

Disruptions in global financial markets from terrorist attacks, regional armed conflicts, general political unrest and the resulting governmental action could have a material adverse impact on our results of operations, financial condition and cash flows.

Terrorist attacks in certain parts of the world and the continuing response of the United States and other countries to these attacks, as well as the threat of future terrorist attacks, continue to cause uncertainty and volatility in the world financial markets and may affect our business, results of operations and financial condition. In addition, global financial markets and economic conditions remain subject to significant vulnerabilities, such as the deterioration of fiscal balances and the rapid accumulation of public debt. The refugee crisis in the European Union, the continuing unrest in Syria and Iran, advances of ISIS and other terrorist organizations in the Middle East and Africa, confrontation with Iran, the ongoing conflict between Russia and Ukraine and political tension or conflicts in the Asia Pacific Region such as in the South China Sea and North Korea may negatively impact global credit and equity markets, cause uncertainty and volatility in the global financial markets and may accordingly affect our business, results of operations and financial condition. These uncertainties, as well as future hostilities or other political instability in regions where our vessels trade, could also affect trade volumes and patterns and adversely affect our operations, and otherwise have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Specifically, these issues, along with the continued volatility experienced by financial institutions, have created, and will likely continue to create uncertainty in the financial markets. Furthermore, certain banks that have historically been significant lenders to the shipping industry have reduced or ceased lending activities in the shipping industry. Any future tightening of capital requirements could further reduce lending activities. If this were to occur, we may experience difficulties obtaining financing commitments or be unable to fully draw on the capacity under our committed term loans in the future if our lenders are unwilling to extend financing to us or unable to meet their funding obligations due to their own liquidity, capital or solvency issues. We cannot be certain that financing will be available on acceptable terms or at all in the future. If financing becomes unavailable when needed, or is available only on unfavorable terms, we may be unable to meet our future obligations as they come due. Our failure to obtain such funds could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders. In the absence of available financing, we also may be unable to take advantage of business opportunities or respond to competitive pressures.

An increase in trade protectionism and the unravelling of multilateral trade agreements 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 will adversely affect our business. Recently, government leaders have declared that their countries may turn to trade barriers to protect or revive their domestic industries in the face of foreign imports, thereby depressing the demand for shipping.

The U.S. government has recently made statements and taken actions that may impact U.S. and international trade policies, including tariffs affecting certain Chinese industries. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us or our industry. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, results of operations and financial condition.

In 2022, in response to the ongoing conflict in Ukraine, the U.S. and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, and prohibitions on investments in the Russian energy sector by US persons, among other restrictions. The ongoing conflict between Russia and Ukraine may lead to further regional and international conflicts or armed action. It is possible that such conflict could disrupt supply chains and cause instability in the global economy. Additionally, the ongoing conflict could result in the imposition of further economic sanctions by the United States and the European Union against Russia. While much uncertainty remains regarding the global impact of the conflict in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations.

Restrictions on imports, including in the form of tariffs, could have a major impact on global trade and demand for shipping. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in (i) the cost of goods exported from exporting countries, (ii) the length of time required to deliver goods from exporting countries, (iii) the costs of such delivery and (iv) the risks associated with exporting goods. These factors may result in a decrease in the quantity of goods to be shipped. Protectionist developments, or the perception they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade, including trade between the United States and China. These developments would have an adverse impact on our charterers’ business, operating results and financial condition. This could, in turn, affect our charterers’ ability to make timely charter hire payments to us and impair our ability to renew charters and grow our business. This could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

A decrease in the level of China’s export of goods and import of raw materials 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.

China exports considerably more finished products than it imports. Our containerships are deployed on routes involving containerized trade in and out of emerging markets, and our charterers’ container shipping and business revenue is derived among others from the shipment of goods from the Asia Pacific region, including China, to various overseas export markets including the United States, Europe and Latin America. The ongoing global trade war between the U.S. and China may have contributed to the economic slowdown witnessed in China in recent years. Furthermore, the government of China has implemented economic policies aimed at increasing domestic consumption of Chinese-made goods. This may have the effect of reducing the supply of goods available for export and may, in turn, result in a decrease of demand for container shipping. Many of the reforms, particularly some limited price reforms that result in the prices for certain commodities being principally determined by market forces, are unprecedented or experimental and may be subject to revision, change or abolition.

The employment of our dry bulk vessels and the respective revenues depend on the international shipment of raw materials and commodities primarily to China, Japan, South Korea and Europe from North and South America, India, Indonesia, and Australia. Any reduction in or hindrance to the demand for such materials could negatively affect demand for our vessels and, in turn, harm our business, results of operations and financial condition. For instance, the government of China has implemented economic policies aimed at reducing the consumption of coal which may, in turn, result in a decrease in shipping demand. Similarly, the COVID-19 pandemic resulted in reduced economic activity due to lockdowns and lower demand for movement of raw materials.

The level of imports to and exports from China could be adversely affected by changes to economic reforms by the Chinese government, including China’s “zero-COVID” policy, which disrupted manufacturing, supply chains and consumer spending, as well as by changes in political, economic and social conditions or other relevant policies of the Chinese government. A reduction of exports from China or imports to China could cause a material adverse impact on our results of operations, financial condition and cash flows.

Risks Inherent in Our Business

Delay in the delivery or cancelation of any secondhand vessels we may agree to acquire, or any future newbuild vessel orders, could adversely affect our results of operations, financial condition and earnings.

As of March 21, 2023, we had no newbuild containerships under contract or any secondhand vessels that we had agreed to acquire, and all vessels we have agreed to acquire had been delivered, but we may contract for additional newbuild or secondhand vessels in the future. In 2022, we served notices of termination for eight newbuild vessels on order at a Chinese shipyard due to default by the shipyard and we are currently in arbitration with the shipyard in connection with the terminations. A delay by the seller or shipyard in the delivery date of a vessel will reduce our expected income from that vessel and, if the vessel is already chartered, may lead the charterer of such vessel to claim damages or to cancel the relevant charter. If the seller of any vessel we contract to purchase is not able to build and/or to deliver the vessel to us as agreed, or if we cancel a purchase agreement because a seller has not met his obligations, it may result in a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

The expected delivery dates under any shipbuilding contracts or purchase agreements we may enter into in the future, may be delayed or the relevant contract may be cancelled for reasons not under our control, including, among other things:

•	quality or engineering problems;
•	breach of contract by, or disputes with, our counterparties;
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•	changes in governmental regulations or maritime self-regulatory organization standards;
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•	work stoppages or other labor disturbances at the shipyard;
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•	bankruptcy of or other financial crisis involving the shipyard or other seller;
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•	a backlog of orders at the shipyard;
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•	sanctions imposed on the seller, the shipyard, or the vessel;
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•	political, social or economic disturbances;
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•	weather interference or a catastrophic event, such as a major earthquake or fire, or other accident;
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•	disruptions due to the outbreak of COVID-19;
•	requests for changes to the original vessel specifications;
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•	shortages of or delays in the receipt of necessary construction materials, such as steel;
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•	an inability to obtain requisite permits or approvals;
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•	financial instability of the lenders under our committed credit facilities, resulting in potential delay or inability to draw down on such facilities; and
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•	financial instability of the charterers under our agreed time charters for the newbuild vessels, resulting in potential delay or inability to charter the newbuild vessels.
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We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness to honor these obligations could have a material adverse effect on our results of operations and financial condition and impair our ability to pay dividends.

Payments to us by our charterers under charter agreements are and will be our main source of operating cash flow. Such agreements subject us to counterparty risks. The ability and willingness of each of our counterparties to perform its obligations under a contract 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 maritime and offshore industries, the overall financial condition of the counterparty, charter rates received for specific types of vessels, and various expenses.

These risks are heightened for our containership agreements, as we derive our revenues from the containership sector from a more limited number of customers and through a greater proportion of long-term time charters. Weakness in demand for container shipping services, increased operating costs due to changes in environmental or other regulations and the oversupply of large containerships as well as the oversupply of smaller size vessels due to a cascading effect places our liner company customers under financial pressure. Declines in demand and increases in liner companies’ operating costs could result in financial challenges to our liner company customers and may increase the likelihood of one or more of our customers being unable or unwilling to pay us contracted charter rates or going bankrupt, as in the case of Hanjin Shipping Co. Ltd., which was the seventh largest liner company at the time and declared bankruptcy in 2016.

If we lose a time charter because the charterer is unable to pay us or for any other reason, we may be unable to re-deploy the related vessel on similarly favorable terms or at all. Also, we will not receive any revenues from such a vessel while it is not chartered, but we will be required to pay expenses necessary to maintain and insure the vessel and service any indebtedness on it. The combination of any surplus of vessel capacity and the expected entry into service of new technologically advanced vessels may make it difficult to secure substitute employment for any of our ships if our counterparties fail to perform their obligations under the currently arranged time charters, and any new charter arrangements that we may be able to secure could be at lower rates. Furthermore, the surplus of vessels available at lower charter rates and lack of demand for our customers’ services could negatively affect our charterers’ willingness to perform their obligations under our time charters, particularly if the charter rates in such time charters are significantly above the prevailing market rates. Accordingly, we may have to grant concessions to our charterers in the form of lower charter rates for the remaining duration of the relevant charter or part thereof, or to agree to re-charter vessels coming off charter at reduced rates compared to the charter then ended. While we have agreed in certain cases to charter rate re-arrangements entailing reductions for specified periods, we have been compensated for these adjustments by, among other things, subsequent rate increases and/or extended charter periods, so that the aggregate payments under the charters are not materially reduced, and in some cases we also have arranged for term extensions. However, there is no assurance that any future charter re-arrangements will be on similarly favorable terms.

The loss of any of our charterers, time charters or vessels, or a decline in payments under our time charters, could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

In addition to charter parties, we may, among other things, enter into shipbuilding contracts, contracts for the sale or purchase of secondhand vessels, provide performance guarantees relating to shipbuilding contracts, to sale and purchase contracts or to charters, enter into credit facilities or other financing arrangements, accept commitment letters from banks, or enter into insurance contracts or derivative contracts (including interest rate swaps, bunker swaps, exchange rate swaps, or forward freight agreements) or enter into joint ventures. Such agreements expose us to counterparty credit risk. The ability and willingness of each of our counterparties to perform its obligations under a contract with us will depend upon a number of factors that are beyond our control and may include, among other things, general economic conditions, the state of the capital markets, the condition of the ocean-going shipping industry and charter hire rates. Should a counterparty fail to honor its obligations under agreements with us, we could sustain significant losses, which in turn could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

A limited number of containership customers operating in a consolidating industry comprise the majority of our revenues. The loss of these customers could adversely affect our results of operations, cash flows and competitive position and further consolidation among our customers will reduce our bargaining power.

Our customers in the containership sector consist of a limited number of liner companies. A.P. Moller-Maersk A/S (“A.P. Moller-Maersk”), Mediterranean Shipping Company, S.A. (“MSC”), members of the Evergreen Group (“Evergreen”), Hapag Lloyd Aktiengesellschaft (“Hapag Lloyd”), Zim Integrated Shipping Services Ltd. (“ZIM”) and Cosco Shipping Lines Co., Ltd. (“COSCO”) together represented 93%, 86% and 85% of our containership revenue in 2020, 2021 and 2022, respectively. The tough economic conditions faced by these liner companies historically and the intense competition among them has caused, and may in the future cause, certain liner companies to default and is also leading to a consolidation among liner companies. We expect that the number of leading liner companies which are our client base may continue to shrink and we may depend on a more limited number of customers to generate a substantial portion of our revenues. The cessation of business with these liner companies or their failure to fulfill their obligations under the time charters for our containerships could have a material adverse effect on our business, financial condition and results of operations, as well as our cash flows, including cash available for dividends to our stockholders. In addition to consolidations, alliances involving our customers could further increase the concentration of our business and reduce our bargaining power.

We could lose a customer or the benefits of our time charter arrangements for many different reasons, including if the customer is unable or unwilling to make charter hire or other payments to us because of a deterioration in its financial condition, disagreements with us or if the charterer exercises certain termination rights or otherwise. If any of these customers terminate its charters, chooses not to re-charter our ships after charters expire or is unable to perform under its charters and we are not able to find replacement charters on similar terms or are unable to re-charter our ships at all, we will suffer a loss of revenues that could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.

We may have difficulty properly managing our growth through acquisitions of new or secondhand vessels and we may not realize expected benefits from these acquisitions, which may negatively impact our cash flows, liquidity and our ability to pay dividends to our stockholders.

We intend to grow our business by ordering newbuild vessels and through selective acquisitions of secondhand vessels to the extent that they are available. Our future growth will primarily depend on:

•	the operations of the shipyards that build any newbuild vessels we may order;
•	the availability of employment for our vessels;
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•	locating and identifying suitable secondhand vessels;
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•	obtaining newbuild or secondhand contracts at acceptable prices;
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•	obtaining required financing on acceptable terms;
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•	consummating vessel acquisitions;
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•	enlarging our customer base;
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•	hiring additional shore-based employees and seafarers;
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•	continuing to meet technical and safety performance standards; and
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•	managing joint ventures or significant acquisitions and integrating the new ships into our fleet.
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Ship values are correlated with charter rates. During periods in which charter rates are high, ship values are generally high as well, and it may be difficult to consummate ship acquisitions or enter into shipbuilding contracts at favorable prices. During periods in which charter rates are low and employment is scarce, ship values are low; however, any vessel acquired without an attached time charter will still incur expenses to operate, insure, maintain and finance, thereby significantly increasing the cash outlay. In addition, any vessel acquisition may not be profitable and may not generate cash flows sufficient to justify the investment. We may not be successful in executing any future growth plans and we cannot give any assurance that we will not incur significant expenses and losses in connection with such growth efforts. Other risks associated with vessel acquisitions that may harm our business, financial condition and operating results include the risks that we may:

•	fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;
•	be unable (through our managers) to hire, train or retain qualified shore-based and seafaring personnel to manage and operate our growing business and fleet;
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•	decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;
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•	significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;
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•	incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired; or
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•	incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

If we fail to properly manage our growth through acquisitions of newbuild or secondhand vessels we may not realize expected benefits from these acquisitions, which may negatively impact our cash flows, liquidity and our ability to pay dividends to our stockholders.

Future acquisitions of secondhand vessels may result in increased operating and maintenance costs.

Many of our containerships and all of the dry bulk vessels we have acquired are secondhand vessels. Unlike newbuild vessels, secondhand vessels typically do not carry warranties as to their condition. Depending on market conditions, we may purchase a secondhand vessel on an as-is basis based on the review of its records, but even when we do inspect secondhand vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. In addition, if a secondhand vessel is not in the condition promised or warranted by its seller and requires significant repairs, we may find it hard to be indemnified by the respective seller, which is typically a single-vessel shipowning company with no assets, other than their vessel sold, and no continuing operations, and which may even no longer be in existence when the damage or other deficiency is discovered. Repairs and maintenance costs for secondhand vessels are difficult to predict and may be substantially higher than for vessels had we operated such vessels since they were built. In addition, variability in the age and type of secondhand vessels in our fleet may prevent us from attaining economies of scale in our operations and maintenance of our fleet, which may result in higher costs. These costs could decrease our cash flows, liquidity and our ability to pay dividends to our stockholders.

Uncertainties and risks related to our new dry bulk operating platform may have a material adverse effect on our earnings and cash flow.

Our dry bulk operating platform that commenced operations in the fourth quarter of 2022 represents a new line of business for us. Uncertainties and risks related to our dry bulk operating platform include, but are not limited to, the fact that the chartering-in and chartering-out of dry bulk vessels is inherently more volatile than traditional vessel ownership and is subject to greater fluctuations based on many factors beyond our control, including global economic conditions, the dry bulk charter market, availability of cargoes to be transported on board the dry bulk vessels we charter-in, off-hire periods and timing delays in the performance of cargo transportation, bunker prices, marine disasters, environmental accidents, war, terrorism, piracy and other circumstances or events. Any such factors could reduce the demand for the chartering-in and chartering-out of dry bulk vessels and could therefore adversely affect our earnings and cash flow. In addition, our senior management team and managers have limited experience with the oversight of a dry bulk operating platform and may not successfully or efficiently manage this new line of business. See “Item 4. Information on the Company-Business Overview-General”.

Declines in the value of our derivative instruments, such as forward freight agreements, could have an adverse effect on our future performance, results of operations, cash flows and financial position.

Through our dry bulk operating platform, we use derivative instruments, such as forward freight agreements in order to establish market positions on the freights market. We also use derivative instruments such as forward freight agreements, foreign exchange forwards and bunker swaps to hedge our exposure to fluctuations in the charter market, foreign exchange rates and bunker prices. As a result of such trades, we may incur derivative exposure that could have a material adverse effect on our future performance, results of operations, cash flows and financial position. We may incur losses on these derivative positions, and those losses could be material.

Our investment in the leasing business exposes us to new financial and counterparty risks, which could adversely affect our business, financial position, results of operations and cash flow.

As a result of our investment in the Neptune Maritime Leasing Limited (“Neptune”) leasing business, we are subject to risks in connection with a new line of business. The leasing business will acquire, own and bareboat charter out vessels to customers through wholly-owned subsidiaries of the leasing business. The leasing business may finance part of vessels’ acquisition cost using bank debt. The ability and willingness of each of our lessees to perform their obligations under the bareboat charter with the leasing business will depend on a number of factors that are beyond our control. As a result, our revenues and results of operations may be adversely affected. These factors include:

•	global and regional economic and political conditions;
•	supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products;
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•	developments in international trade;
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•	changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported;
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•	environmental concerns and regulations;
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•	weather;
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•	the number of newbuilding deliveries;
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•	the improved fuel efficiency of newer vessels; and
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•	the recycling rate of older vessels.
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In depressed market conditions, customers of the leasing business may no longer need a vessel that is chartered to them and may default on their obligations or they may seek to renegotiate the terms of their bareboat charters with the leasing business. Should a lessee fail to honor its obligations under agreements with us, the leasing business could sustain significant losses which could have an adverse effect on our earnings and cash flow.

In addition, our containerships and dry bulk vessels may be subject to “sister ship” arrest in certain jurisdictions from creditors of the vessels that are bareboat chartered out.

Any failure of such lessees to meet their obligations to the leasing business or to third-parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on the leasing business or its properties and, in turn, could have a material adverse effect on our business, financial position, results of operations and cash flow.

We may be unable to obtain additional debt financing for future acquisitions of newbuild and secondhand vessels, which may have a material adverse effect on our business, results of operations and financial condition or may be unable to obtain such financing on favorable terms, which could have a material adverse effect on our financial condition and results of operations.

Our ability to borrow against the vessels in our existing fleet and any vessels we may acquire in the future largely depends on the existence of continued employment of the vessel and on the value of the vessels, which in turn depends in part on charter hire rates, the creditworthiness of our charterers and the duration of the charter. The actual or perceived credit quality of our charterers, any defaults by them, any decline in the market value of our fleet and the lack of long-term employment of our vessels may materially affect our ability to obtain the additional capital resources that we will require to purchase additional vessels or may significantly increase our costs of obtaining such capital. Our inability to obtain additional financing or committing to financing on unattractive terms could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Our managers may be unable to attract and retain qualified, skilled crews on our behalf necessary to operate our business or may pay rising crew and other vessel operating costs, which may have the effect of increasing costs or reducing our fleet utilization which could have a material adverse effect on our business, results of operations and financial condition.

Acquiring and renewing time charters with leading companies depends on a number of factors, including our ability to man our vessels with suitably experienced, high-quality masters, officers and crews. Our success will depend in large part on our managers’ ability to attract, hire, train and retain suitably skilled and qualified personnel. In recent years, the limited supply of and the increased demand for well-qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs, which we bear under our time charters. This situation has been exacerbated by the restrictions imposed in response to COVID-19 which effectively reduces available sources of new seafarers for any length of time. Changing conditions in the home country of our seafarers, such as increases in the local general living standards or changes in taxation, may make serving at sea less appealing and thus further reduce the supply of crew and/or increase the cost of hiring competent crew. Unless we are in a position to increase our hire rates to compensate for increases in crew costs and other vessel operating costs such as insurance, repairs and maintenance, and lubricants, our business, results of operations, financial condition and our profitability may be adversely affected. In addition, any inability we experience in the future to attract, hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business. If we cannot attract and retain sufficient numbers of quality onboard seafaring personnel, our fleet utilization will decrease, which could also have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Fuel, or bunker, price fluctuations may have an adverse effect on our cash flows, liquidity and our ability to pay dividends to our stockholders.

The price and supply of vessel fuel, known as bunkers, is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply and demand for oil, actions by members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil and gas producers, economic or other sanctions levied against oil and gas producing countries, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

The cost of fuel is a significant factor in negotiating charter rates and can affect us in both direct and indirect ways. This cost will be borne by us when our vessels are not employed or are employed on voyage charters. As of March 21, 2023, the majority of the vessels that we charter-in under our dry bulk operating platform are expected to be employed under voyage charters and we may enter into more such arrangements in the future, and to the extent we do so, an increase in the price of fuel beyond our expectations may adversely affect our profitability. Even where the cost of fuel is borne by the charterer, which is the case with all of our existing time charters, that cost may affect the level of charter rates that charterers are willing to pay.

A decrease in the cost of fuel may lead our charterers to abandon slow steaming, thereby releasing additional capacity into the market and exerting downward pressure on charter rates or may lead our charterers to employ older, less fuel efficient vessels which may drive down charter rates and make it more difficult for us to secure employment for our newer vessels.

In addition, the entry into force on January 1, 2020 of the 0.5% mass by mass (“m/m”) global sulphur cap in marine fuels under the International Convention for Prevention of Pollution from Ships (“MARPOL”) Annex VI has led to a significant increase in the costs for low sulphur fuel used by vessels that are not equipped with exhaust gas scrubbers. Because the cost of fuel is born by our charterers for our vessels employed on a time charter basis or by ourselves when we charter-in vessels, which are generally not equipped with scrubbers, such vessels may be less competitive compared to vessels that are equipped with scrubbers. As of March 21, 2023, we owned 15 containerships and two dry bulk vessels in the water that are equipped with scrubbers. As of March 21, 2023, we have chartered-in 42 dry bulk vessels through our dry bulk operating platform, 18 of which are equipped with scrubbers. Ships that are not retrofitted with exhaust gas scrubbers to comply with the new emissions standard may become less competitive (compared with ships equipped with exhaust gas scrubbers that can utilize the less expensive high sulphur fuel), have difficulty finding employment, command lower charter hire and/or need to be scrapped, which may negatively impact our revenues and cash flows as well as our future operations.

Reliance on suppliers may limit our ability to obtain supplies and services when needed and could result in additional off-hire days or delays in the repair and maintenance of our fleet which could have a material adverse effect on our revenues and cash flows.

We rely on a significant number of third party suppliers of consumables, spare parts and equipment to operate, maintain, repair and upgrade our fleet of ships. Delays in delivery or unavailability or poor quality of supplies could result in off-hire days due to consequent delays in the repair and maintenance of our fleet or lead to our time charters being terminated. This would negatively impact our revenues and cash flows. Cost increases could also negatively impact our future operations.

We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce or eliminate the amount of cash available for distribution to our stockholders.

We must make substantial capital expenditures to maintain the operating capacity of our fleet and replace, over the long-term, the operating capacity of our fleet and we generally expect to finance these capital expenditures with cash balances or credit facilities. In addition, we will need to make substantial capital expenditures to acquire vessels in accordance with our growth strategy. These expenditures could increase as a result of, among other things: the cost of labor and materials; customer requirements; the size of our fleet; the cost of replacement vessels; the length of charters; governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; competitive standards; and the age of our ships. Significant capital expenditures, including expenditures to maintain and replace, over the long-term, the operating capacity of our fleet, may reduce or eliminate the amount of cash available for distribution to our stockholders.

The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.

In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As our fleet ages, we will incur increased costs. Older vessels may require longer and more expensive dry-dockings, resulting in more off- hire days and reduced revenue. Older vessels are typically less fuel efficient and more costly to maintain than more recently constructed vessels due to improvements in engine technology or design. In addition, older vessels are often less desirable to charterers. Governmental regulations and safety or other equipment standards related to the age of a vessel may also 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.

As of March 21, 2023, our current fleet of 71 containerships in the water, (including four containerships acquired under the Framework Deed (as defined in “Item 4. Information on the Company—Business Overview—Our Fleet—Framework Deed”)), had an average age (weighted by TEU capacity) of 11.5 years, and our current fleet of 45 dry bulk vessels (including two secondhand vessels that we have agreed to sell), had an average age (weighted by dwt capacity) of 11.6 years. See “Item 4. Information on the Company—B. Business Overview B—Our Fleet”. We cannot assure you that, as our vessels age, market conditions will justify such expenditures or will enable us to profitably operate our older vessels.

Unless we set aside reserves or are able to borrow funds for vessel replacement, at the end of the useful lives of our vessels our revenue will decline, which would adversely affect our business, results of operations and financial condition.

As noted above, as of March 21, 2023, our current fleet of 71 containerships in the water, (including four containerships acquired under the Framework Deed), had an average age (weighted by TEU capacity) of 11.5 years, and our current fleet of 45 dry bulk vessels (including two secondhand vessels that we have agreed to sell), had an average age (weighted by dwt capacity) of 11.6 years. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”. Unless we maintain reserves or are able to borrow or raise funds for vessel replacement, we will be unable to replace the older vessels in our fleet. Our cash flows and income are dependent on the revenues earned by the chartering of our containerships and dry bulk vessels. The inability to replace the vessels in our fleet upon the expiration of their useful lives could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Our growth depends on our ability to expand relationships with existing charterers, establish relationships with new customers and obtain new time charters, for which we will face substantial competition from new entrants and established companies with significant resources.

One of our principal objectives is to acquire additional vessels in conjunction with entering into additional time charters for these vessels. The process of obtaining new time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months especially for long-term charters. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professional reputation and vessel specifications, including size, age and condition.

In addition, as vessels age, it can be more difficult to employ them on profitable time charters, particularly during periods of decreased demand in the charter market. Accordingly, we may find it difficult to continue to find profitable employment for our vessels as they age.

We face substantial competition from a number of experienced companies, including liner companies in the containership sector, state-sponsored entities and financial organizations. Some of these competitors have significantly greater financial resources than we do, and can therefore operate larger fleets and may be able to offer better charter rates. In the future, we may also face competition from reputable, experienced and well-capitalized marine transportation companies, including state-sponsored entities, that do not currently own containerships or dry bulk vessels, but may choose to do so. Any increased competition may cause greater price competition for time charters, as well as for the acquisition of high-quality secondhand vessels and newbuild vessels. Furthermore, since the charter rate is generally considered to be one of the principal factors in a charterer’s decision to charter a vessel, the rates offered by our competitors can place downward pressure on rates throughout the charter market. On the other hand, consolidation and the creation of alliances among liner companies have increased their negotiation power when chartering our vessels. As a result of these factors, we may be unable to charter our vessels, expand our relationships with existing customers or establish relationships with new customers on a profitable basis, if at all, which could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

We conduct a substantial amount of business in China. The legal system in China has inherent uncertainties that could limit the legal protections available to us and could have a material adverse impact on our business, results of operations, financial condition and cash flows.

We conduct a substantial amount of business in China, including through one of our managers V.Ships (Shanghai) Limited (“V.Ships Shanghai”), a Chinese corporation which, as of December 31, 2022, operated 16 vessels (including two vessels purchased under the Framework Deed with York (as defined in “Item 4. Information on the Company—Business Overview—Our Fleet—Framework Deed”)) that were mostly manned by Chinese crews, which exposes us to potential litigation in China. Additionally, many of our vessels regularly call to ports in China, and we have chartered nine of our containerships and two of our dry bulk vessels with Chinese charterers and have entered into sale and leaseback transactions in respect of 11 containerships (including two vessels purchased under the Framework Deed) with certain Chinese financial institutions. In 2022, we served notices of termination for eight newbuild vessels on order at a Chinese shipyard due to default by the shipyard. See “Item 4. Information on the Company— B. Business Overview—Our Fleet—Our Containership Fleet”.

The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National People’s Congress. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, the Chinese government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, there is a general lack of internal guidelines or authoritative interpretive guidance, and because of the limited number of published cases and their non-binding nature, interpretation and enforcement of these laws and regulations involve uncertainties. Although the related charters, shipbuilding agreements and sale and leaseback agreements are governed by English law, we may have difficulties enforcing a judgment rendered by an arbitration tribunal or by an English court (or other non-Chinese court) in China. Such charters, shipbuilding agreements and sale and leaseback agreements, and any additional agreements that we enter into with Chinese counterparties, may be subject to new regulations in China that may require us to incur new or additional compliance or other administrative costs and pay new taxes or other fees to the Chinese government. In addition, China enacted a tax for non-resident international transportation enterprises engaged in the provision of services to passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including any stevedore, warehousing and other services connected with the transportation. The law and relevant regulations broaden the range of international transportation companies which may find themselves liable for Chinese enterprise income tax on profits generated from international transportation services passing through Chinese ports. This tax or similar regulations by China may reduce our operating results and may also result in an increase in the cost of goods exported from China and the risks associated with exporting goods from China, as well as a decrease in the quantity of goods to be shipped from or through China, which would have an adverse impact on 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.

Changes in laws and regulations, including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our vessels calling to Chinese ports, our vessels built at Chinese shipyards and the financial institutions with whom we have entered into sale and leaseback transactions, and could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Due to our limited diversification, adverse developments in the international shipping business could reduce our ability to service our debt obligations and pay dividends to our stockholders.

We rely exclusively on the cash flow generated from charters for our vessels. Due to our limited diversification, an adverse development in the international container and dry bulk shipping industry would have a significantly greater impact on our financial condition and results of operations than if we maintained more diverse assets or lines of business. An adverse development could also impair our ability to service debt or pay dividends to our stockholders.

Regarding our containership transportation business, if market conditions do not offer opportunities for long-term, fixed-rate charters, we may be forced to charter our vessels on shorter term charters at less predictable rates, adversely impacting our growth. As of March 21, 2023, the time charters of five of our containerships will expire in 2023. While we generally expect to be able to obtain time charters for our vessels within a reasonable period prior to their time charter expiry or delivery, as applicable, we cannot be assured that this will occur in any particular case, or at all. There is currently less demand for long-term time charters compared to recent years. If conditions worsen, despite securing a short-term time charter, it may not be continuous, leaving the vessel idle for some days in between charters. If such a trend occurs, we may then have to charter more of our containerships for shorter periods upon expiration or early termination of the current charters. As a result, our revenues, cash flows and profitability would then reflect fluctuations in the short-term charter market and become more volatile. It may also become more difficult or expensive to finance or refinance vessels that do not have long-term employment at fixed rates. In addition, we may have to enter into charters based on changing market prices, as opposed to contracts based on fixed rates, which would increase the volatility of our revenues, cash-flows and profitability and, during a period of depressed charter rates, could also result in a decrease in our revenues, cash flows and profitability, including our ability to pay dividends to our stockholders. If we are unable to re-charter these containerships or obtain new time charters at favorable rates or at all, it could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Additionally, because we charter our dry bulk vessels primarily on short-term time charters and voyage charters, we are exposed to changes in spot market rates, namely to short-term time charter

        rates and voyage charter rates, for dry bulk vessels; such changes may affect our earnings and the value of our dry bulk vessels at any given time. See “Item 3. Key Information—D. Risk Factors—Our profitability
          will be dependent on the level of charter rates in the international shipping industry. The cyclical nature of the shipping industry may lead to volatile changes in charter rates, which may reduce our revenues and negatively affect our
          results of operations.”

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.

We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets, including our ships. We have no significant assets other than the equity interests in our subsidiaries. As a result, our ability to pay our obligations and to make dividend payments depends entirely 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, or by the law of their respective jurisdiction of incorporation which regulates the payment of dividends. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its discretion not to declare or pay dividends.

Marshall Islands law 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 if there is no surplus, from the net profits for the current and prior fiscal year, or while a company is insolvent or if it would be rendered insolvent by the payment of such a dividend. We may not have sufficient surplus or net profits in the future to pay dividends, and our subsidiaries may not have sufficient funds, surplus or net profits to make distributions to us. As a result of these and other factors, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record net income. We can give no assurance that dividends will be paid in the future or the amounts of dividends which may be paid.

Our credit facilities or other financing arrangements contain payment obligations and restrictive covenants that may limit our liquidity and our ability to expand our fleet. A failure by us to meet our obligations under our credit facilities could result in an event of default under such credit facilities and foreclosure on our vessels.

Our credit facilities impose certain operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit Costamare Inc., and our subsidiaries’ 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 dividends;
•	purchase or otherwise acquire for value any shares of our subsidiaries’ capital;
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•	make or repay loans or advances, other than repayment of the credit facilities;
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•	make investments in or provide guarantees to other persons;
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•	sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person, including Costamare Inc. and our subsidiaries;
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•	create liens on assets; or
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•	allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued and outstanding share capital.
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Our existing drawn credit facilities also require Costamare Inc. and certain of our subsidiaries to maintain the aggregate of (a) the market value, (on a charter free or charter inclusive basis, as applicable), of the mortgaged vessel or vessels and (b) the market value of any additional security provided to the lenders, above a percentage ranging between 100% to 125% of the then-outstanding amount of the credit facility and any related swap exposure.

Costamare Inc. is required to maintain compliance with certain financial covenants to maintain minimum liquidity, minimum market value adjusted net worth, interest coverage and leverage ratios, as defined.

•	the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1;
•	the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be considered breached unless the Company’s liquidity is less than 5% of the total debt or<br> market value adjusted net worth is less than $600 million;
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•	the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; and
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•	the market value adjusted net worth must at all times exceed $500 million.
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A failure to meet our payment and other obligations could lead to defaults under our credit facilities. Our lenders could then accelerate our indebtedness and foreclose on the vessels in our fleet securing those credit facilities, which could result in the acceleration of other indebtedness that we may have at such time and the commencement of similar foreclosure proceedings by other lenders. If any of these events occur, we cannot guarantee that our assets will be sufficient to repay in full all of our outstanding indebtedness and we may be unable to find alternative financing. Even if we could obtain alternative financing, such financing may not be on terms that are favorable or acceptable. The loss of these vessels would have a material adverse effect on our operating results and financial condition as well as on our cash flows, including cash available for dividends to our stockholders. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.

Substantial debt levels may limit our ability to obtain additional financing and pursue other business opportunities or to pay dividends and may increase our cost of borrowing or cause us to issue additional equity securities which would be dilutive to existing shareholders.

As of December 31, 2022, we had outstanding indebtedness of approximately $2.6 billion, including the obligations under the unsecured bond loan and other financing arrangements, and we expect to incur additional indebtedness as we grow our fleet or in order to cover its operational needs. This level of debt could have important consequences to us, including the following:

•	our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired or such financing may not be available on favorable terms;
•	we may need to use a substantial portion of our cash from operations to make principal and interest payments on our debt, thereby reducing the funds that would otherwise be available for operations, future<br> business opportunities and dividends to our stockholders;
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•	our debt level could make us more vulnerable than our competitors with less debt to competitive pressures or a downturn in our business or the economy generally; and
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•	our debt level may limit our flexibility in responding to changing business and economic conditions.
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Our ability to service our debt depends upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. We may not be able to refinance all or part of our maturing debt on favorable terms, or at all, especially in the current interest rate environment. If our operating income is not sufficient to service our current or future indebtedness, we will be forced to take actions such as reducing or discontinuing dividend payments, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all.

In the future we may change our operational and financial model by replacing amortizing debt in favor of non-amortizing debt with a higher fixed or floating rate without shareholder approval, which may increase our risk of defaulting on our indebtedness if market conditions become unfavorable.

The derivative contracts we have entered into to hedge our exposure to fluctuations in interest rates, foreign currencies, bunker prices and freight rates can result in reductions in our stockholders’ equity as well as reductions in our income. There can be no assurance that these hedges will be effective as they depend on the credit worthiness of our counterparties.

We have entered into interest rate swaps, interest rate caps and cross currency swaps generally for purposes of managing our exposure to fluctuations in interest rates applicable to indebtedness under our credit facilities which were advanced at floating rates based on LIBOR or the Secured Overnight Financing Rate (“SOFR”) and to manage our exposure to fluctuations in foreign currencies. The amount of interest we may be required to pay may end up being higher than the amount we would have to pay had we not entered in such derivative contracts, depending on market circumstances. As of December 31, 2022, the aggregate notional amount of interest rate swaps and interest rate caps relating to our fleet as of such date was $972.6 million. As of December 31, 2022, our obligations under fixed rate loans, other financing arrangements and our unsecured bond loan, which were under fixed interest rates amounted to $912.8 million. Furthermore, with respect to our unsecured bond loan, we have entered into two cross currency swaps for a notional amount of $122.4 million to hedge the related foreign exchange exposure.

We have also entered into forward freight agreements to establish market positions and to hedge our exposure to dry bulk freight rates. We also entered into bunker swaps to hedge our exposure to bunker prices. The settlement amounts we may have to pay (or receive) at expiration of such derivative contracts (or whilst trading such derivative contracts) may be higher (or lower) than the amount we would have to pay (or receive), had we not entered into such derivative contracts, depending on market circumstances. As of December 31, 2022, we have entered into a number of forward freight agreements and a bunker swap for a notional amount of $3.3 million in the aggregate.

From time to time, we also enter into certain currency hedges. As of December 31, 2022, the Company was engaged in 36 Euro/U.S. dollar contracts totaling $108.6 million and eight Singapore dollar /U.S. dollar contracts totaling $7.3 million. There is no assurance that our derivative contracts or any that we enter into in the future will provide adequate protection (when traded for hedging purposes) against adverse changes in interest rates, currency exchange rates, freight rates or bunker prices or that our counterparties will be able to perform their obligations. In addition, as a result of the implementation of new regulation of the swaps markets in the United States, the European Union and elsewhere over the next few years, the cost of interest rate and currency hedges may increase or suitable hedges may not be available.

While we monitor the credit risks associated with our counterparties and many of our derivative contracts are cleared through clearinghouses, there can be no assurance that these counterparties would be able to meet their commitments under our derivative contracts or any future derivative contract. The potential for our counterparties to default on their obligations under our derivative contracts may be highest when we are most exposed to the fluctuations in interest and currency rates such contracts are designed to hedge, and several or all of our counterparties may simultaneously be unable to perform their obligations due to the same events or occurrences in global financial markets.

To the extent our existing derivative contracts do not, and future derivative contracts may not, qualify for treatment as hedges for accounting purposes we would recognize fluctuations in the fair value of such contracts in our statement of comprehensive income. In addition, changes in the fair value of our derivative contracts are recognized in “Accumulated Other Comprehensive Loss” on our balance sheet, and can affect compliance with the net worth covenant requirements in our credit facilities. Changes in the fair value of our derivative contracts that do not qualify for treatment as hedges for accounting and financial reporting purposes affect, among other things, our net income and our earnings per share. For additional information see “Item 5. Operating and Financial Review and Prospects”.

In addition, through our dry bulk operating platform, we use the derivative markets and take positions in derivative instruments, such as forward freight agreements. As a result of such trades, we may incur

      derivative exposure that could have a material adverse effect on our future performance, results of operations, cash flows and financial position. We may incur losses on these derivative positions, and those losses could be material.  For
      additional information see “Item 3. Key Information—D. Risk Factors—Declines in the value of our derivative instruments, such as forward freight agreements, could have an adverse effect on our future performance,
        results of operations, cash flows and financial position.”

Fluctuations in interest rates could result in financial losses for us.

We are exposed to a market risk relating to fluctuations in interest rates because the majority of our credit facilities bear interest costs at a floating rate based on LIBOR or SOFR. Significant increases in interest rates could adversely affect our financial position, results of operations and our ability to service our debt. From time to time, we take positions in interest rate derivative contracts in order to manage our exposure to and risk associated with such interest rates fluctuations, however no assurance can be given that the use of these derivative instruments may effectively protect us from adverse interest rate movements.

On March 5, 2021, the U.K. Financial Conduct Authority (the “FCA”) announced the future cessation or loss of representativeness of LIBOR benchmark settings currently published by ICE Benchmark Administration immediately after June 30, 2023 for remaining US-dollar LIBOR settings. In response to the anticipated discontinuation of LIBOR, working groups are converging on alternative reference rates. The Alternative Reference Rates Committee, a steering committee comprised of U.S. financial market participants, selected the SOFR as published by the Federal Reserve Bank of New York, as the preferred alternative rate to LIBOR. SOFR is a broad measure of the cost of borrowing cash in the overnight U.S. treasury repo market. This impact of such a transition from LIBOR to SOFR or another alternative reference rate could be significant for us. As of December 31, 2022, our obligations under our secured credit facilities (after accounting for certain facilities that we had agreed to refinance through a loan agreement based on SOFR as at December 31, 2022) which accrue interest based on LIBOR with maturities extending past June 30, 2023 amounted to $606.4 million.

Volatility in interest rates surrounding the phase-out of LIBOR may adversely affect the trading market for LIBOR-based agreements, which could negatively affect our operating results and financial condition as well as on our cash flows, including cash available for dividends to our stockholders. For additional information, see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Credit Facilities and Other Financing Arrangements”.

Because we generate all of our revenues in United States dollars but incur a significant portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations.

Fluctuations in currency exchange rates may have a material impact on our financial performance. We generate all of our revenues in United States dollars, but a substantial portion of our vessels’ operating expenses are incurred in currencies other than United States dollars. This difference could lead to fluctuations in net income due to changes in the value of the United States dollar relative to other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the United States dollar falls in value could increase, thereby decreasing our net income. While we may hedge some of this exposure from time to time, our U.S. dollar-denominated results of operations and financial condition and ability to pay dividends could suffer from adverse currency exchange rate movements. For additional information, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.

Increased competition in technology and innovation could reduce our charter hire income and the value of our vessels.

The charter rates and the value and operational life of a vessel are determined by a number of factors, including the vessel’s efficiency, operational flexibility and physical life. Efficiency includes speed and fuel economy as well as reduced greenhouse gas emissions. Flexibility includes the ability to enter harbors, utilize related docking facilities and pass through canals and straits. Physical life is related to the original design and construction, maintenance and the impact of the stress of operations. If new vessels are built in the future that are more efficient or flexible or have longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect our ability to re-charter, the amount of charter hire payments that we receive for our vessels once their current time charters expire and the resale value of our vessels. This could adversely affect our revenues and cash flows, and our ability to service our debt or pay dividends to our stockholders.

We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by environmental regulations in the form of international, national, state and local laws, regulations, conventions, treaties and standards in force in international waters and the jurisdictions in which our vessels operate, as well as in the country or countries of their registration, including regulations governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and other contamination, air emissions, water discharges, ballast water management and climate change. We may incur substantial costs in complying with these requirements, including costs for ship modifications and changes in operating procedures. Because such conventions, laws and regulations are often revised, it is difficult to predict the ultimate cost of compliance with such requirements or their impact on the resale value or useful lives of our vessels.

Environmental requirements can also require a reduction in cargo capacity, vessel modifications or operational changes or restrictions, 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. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including obligations to pay for emissions rights, cleanup obligations and claims for natural resource damages, personal injury and/or 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 requirements can also result in substantial penalties, fines and other sanctions, including criminal sanctions, and, in certain instances, seizure or detention of our vessels. Events of this nature or additional environmental conventions, laws and regulations could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flow, including cash available for dividends to our stockholders.

For example, the International Safety Management Code (the “ISM Code”) requires vessel managers to develop and maintain an extensive “Safety Management System” (“SMS”) and to obtain a Safety Management Certificate (“SMC”) verifying compliance with its approved SMS and a document of compliance with the ISM Code from the government of each vessel’s flag state. Failure to comply with the ISM Code may lead to withdrawal of the permit to operate or manage the vessels, subject us to increased liability, decrease or suspend available insurance coverage for the affected vessels, or result in a denial of access to, or detention in, certain ports. Each of the vessels in our fleet, Costamare Shipping and each of our third-party managers is ISM Code-certified, although such certifications are subject to change or revocation.

Furthermore, on January 1, 2020, the emissions standard under MARPOL Annex VI for the reduction of sulphur oxides, initially announced in 2016 by the International Maritime Organization (“IMO”), came into force. Compliance with this emissions standard requires either the installation of exhaust gas scrubbers, which allows the vessel to use the existing, less expensive, high sulphur content fuel, or fuel system modification and tank cleaning, which allows the vessel to use more expensive, low sulphur fuel. It is unclear how the new emissions standard will affect the employment of vessels in the future, given that the cost of fuel is borne by our charterers for vessels employed on a time charter basis or us when we charter-in vessels. Our owned and chartered-in vessels which are generally not equipped with scrubbers may be less competitive compared to vessels that are equipped with scrubbers. As of March 21, 2023, we owned 15 containerships and two dry bulk vessels that are equipped with scrubbers. As of March 21, 2023, we have chartered-in 42 dry bulk vessels out of which 18 are equipped with scrubbers. Ships not equipped with exhaust gas scrubbers may become less competitive (compared with ships equipped with exhaust gas scrubbers that can utilize the less expensive high sulphur fuel), may have difficulty finding employment, may command lower charter hire and/or may need to be scrapped.

In addition, on December 31, 2018, our European Union Member State-flagged (“EU-flagged”) vessels became subject to Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling (the “EU Ship Recycling Regulation” or “ESRR”) and exempt from the Regulation (EC) No 1013/2006 of the European Parliament and of the Council of 14 June 2006 on shipments of waste (the “European Waste Shipment Regulation” or “EWSR”) which had previously governed their disposal and recycling. The EWSR continues to be applicable to Non-European Union Member State- flagged (“non-EU-flagged”) vessels. As of December 31, 2022, 32 of our 114 vessels in the water were EU-flagged.

Under the ESRR, commercial EU-flagged vessels of 500 gross tonnage and above may be recycled only at shipyards included on the European List of Authorised Ship Recycling Facilities (the “European List”). As of December 31, 2022, all our EU-flagged vessels met this weight specification. The European List presently includes eight facilities in Turkey but no facilities in the major ship recycling countries in Asia. The combined capacity of the European List facilities may prove insufficient to absorb the total recycling volume of EU-flagged vessels. This circumstance, in tandem with a possible decrease in cash sales, may result in longer wait times for divestment of recyclable vessels as well as downward pressure on the purchase prices offered by European List shipyards. Furthermore, facilities located in the major ship recycling countries generally offer significantly higher vessel purchase prices, and as such, the requirement that we utilize only European List shipyards may negatively impact revenue from the residual values of our vessels.

In addition, the EWSR requires that non-EU-flagged ships departing from European Union ports be recycled solely in Organization for Economic Cooperation and Development (OECD) member countries. In March 2018, the Rotterdam District Court ruled that the sales of four recyclable vessels by third-party Dutch ship owner Seatrade to cash buyers, who then reflagged and resold the vessels to non-OECD country recycling yards, were effectively indirect sales to non-OECD country yards, in violation of the EWSR. If European Union Member State courts widely adopt this analysis, it may negatively impact revenue from the residual values of our vessels and we may be subject to a heightened risk of non-compliance, due diligence obligations and costs in instances where we sell older ships to cash buyers.

Governmental regulation of the shipping industry, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future. We believe that the heightened environmental, quality and security concerns of insurance underwriters, regulators and charterers will lead to additional requirements, including enhanced risk assessment and security requirements and greater inspection and safety requirements for vessels. To comply with new environmental laws and regulations and other requirements that may be adopted, we may be required to incur significant capital and operational expenditures to keep our vessels in compliance, or to scrap or sell certain vessels entirely. For additional information see “Item 4. Information on the Company B. Business Overview—Risk of Loss and Liability Insurance—Environmental and Other Regulations”.

Climate change and related legislation or regulations may adversely impact our business, including potential financial, operational and physical impacts.

Growing concern about the sources and impacts of global climate change has led to the proposal or enactment of a number of domestic and foreign legislative and administrative measures, as well as international agreements and frameworks, to monitor, regulate and limit carbon dioxide and other greenhouse gas (“GHG”) emissions. Although the Paris Agreement, which was adopted under the UN Framework Convention on Climate Change in 2015, does not specifically require controls on GHG emissions from ships, it is possible that countries seek to impose such controls as they implement the Paris Agreement or any new treaty that may be adopted in the future. In the European Union, emissions are regulated under the EU Emissions Trading System (the “EU ETS”), an EU-wide trading scheme for industrial GHG emissions. While the shipping industry has not been subject to the EU ETS in the past, in December 2022, the European Commission, the European Parliament and the Council of the European Union reached an agreement to add shipping to the list of industries regulated under the EU ETS from 2024. Under the proposal, the emissions from all voyages between EU ports and 50% of those from voyages between the EU and elsewhere would be covered by the EU ETS. Shipping companies would need to buy allowances that correspond to the emissions covered by the system.

In addition, in June 2021, the IMO adopted amendments to MARPOL Annex VI that entered into force on November 1, 2022 (with certification requirements that entered into force on January 1, 2023), which require ships to reduce GHG emissions using technological and operational approaches to improve energy efficiency and that provide important building blocks for future GHG reduction measures. Under these regulations, vessels must calculate their Energy Efficiency Existing Ships Index (“EEXI”) and Carbon Intensity Indicator (“CII”), and vessels that receive poor ratings may incur additional regulatory burdens. These and other emission requirements will present significant challenges for vessel owners and operators. To address the potential compliance challenges for some of our existing vessels, particularly the older ones, we may incur significant capital expenditures to apply efficiency improvement measures and meet the required EEXI threshold, such as steps associated with shaft/engine power limitation (power optimization), fuel change, energy saving devices and ship replacement. The introduction of the EEXI and CII regulatory framework may also accelerate the scrapping of older tonnage, while the adoption of a shaft/engine power limitation as a measure to comply with the latest amendments may lead to the continuing prevalence of slow steaming to even lower speeds. This, in turn, could result in the contracting/building of new ships to replace any reduction in capacity.

These requirements and any passage of additional climate control legislation or other regulatory initiatives by the IMO, the European Union, the United States or other countries where we operate, or any treaty adopted at the international level, that restricts emissions of GHGs could require us to make significant financial expenditures, including the installation of pollution controls and the purchase of emissions credits, as well as have other impacts on our business or operations, that we cannot predict with certainty at this time. Even in the absence of climate control legislation and regulations, our business and operations may be materially affected to the extent that climate change results in sea level changes or more intense weather events. For additional information see “Item 4. Information on the Company B. Business Overview—Risk of Loss and Liability Insurance—Environmental and Other Regulations”.

We rely on our information systems to conduct our business, and failure to protect these systems against security breaches could adversely affect our business and results of operations. Additionally, if these systems fail or become unavailable for any significant period of time, our business could be harmed.

The efficient operation of our business is dependent on computer hardware and software systems. Information systems are vulnerable to security breaches by computer hackers and cyber terrorists. We rely on industry-accepted security measures and technology to securely maintain confidential and proprietary information maintained on our information systems. However, these measures and technology may not adequately prevent cybersecurity breaches, the access, capture or alteration of information by criminals, the exposure or exploitation of potential security vulnerabilities, the installation of malware or ransomware, acts of vandalism, computer viruses, misplaced data or data loss. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer. Failure of critical systems on board a vessel such as failure of its propulsion system or its steering and navigation control systems due to breaches on vessel’s information systems entails a major safety risk and could lead to dangerous situations for the safety of the seafarers on board the vessel, the vessel and potentially threaten the environment. Any significant interruption or failure of our information systems or any significant breach of security could adversely affect our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Furthermore, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. Most recently, cyber-attacks against the Ukrainian government and other countries in the region were reported in connection with the ongoing conflict between Russian and Ukraine in 2022. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect Costamare’s operations. It is difficult to assess the likelihood of such threat and any potential impact at this time.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us, which could subject us to fines, penalties or subject us to litigation which could have an adverse effect on our results of operations and financial condition.

We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on 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 of our crew, we may face governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and cause disruption of our business.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and certain trans-shipment points. These inspection procedures can result in cargo seizure, delays in the loading, offloading, trans-shipment or delivery of containers, and the levying of customs duties, fines and other penalties against us.

Since the events of September 11, 2001, United States authorities have substantially increased container inspections. Government investment in non-intrusive container scanning technology has grown and there is interest in electronic monitoring technology, including so-called “e-seals” and “smart” containers, that would enable remote, centralized monitoring of containers during shipment to identify tampering with or opening of the containers, along with potentially measuring other characteristics such as temperature, air pressure, motion, chemicals, biological agents and radiation. Also, as a response to the events of September 11, 2001, additional vessel security requirements have been imposed, including the installation of security alert and automatic identification systems on board vessels. Following a number of recent terrorist attacks in cities across the globe, there has been a heightened level of security and new security procedures could be introduced.

It is unclear what additional changes, if any, to the existing inspection and security procedures may ultimately be proposed or implemented in the future, or how any such changes will affect the industry. It is possible that such changes could impose additional financial and legal obligations on us. Furthermore, changes to inspection and security procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of goods in containers uneconomical or impractical. Any such changes or developments could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

The operation of our vessels is also affected by the requirements set forth in the International Ship and Port Facilities Security Code (the “ISPS Code”). The ISPS Code requires vessels to develop and maintain a ship security plan that provides security measures to address potential threats to the security of ships or port facilities. Although each of our vessels is ISPS Code-certified, any failure to comply with the ISPS Code or maintain such certifications may subject us to increased liability and may result in denial of access to, or detention in, certain ports. Furthermore, compliance with the ISPS Code requires us to incur certain costs. Although such costs have not been material to date, if new or more stringent regulations relating to the ISPS Code are adopted by the IMO and the flag states, these requirements could require significant additional capital expenditures or otherwise increase the costs of our operations.

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

A government of the jurisdiction where one or more of our vessels are registered could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes its owner. Also, a government could requisition our vessels for hire. Requisition for hire occurs when a government takes control of a ship and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would expect to be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment, if any, 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, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Acts of piracy on ocean-going vessels could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in certain regions of the world, such as the South China Sea and the Gulf of Aden. Piracy continues to occur in the Gulf of Aden, off the coast of Somalia, and increasingly in the Gulf of Guinea. We consider potential acts of piracy to be a material risk to the international shipping industry, and protection against this risk requires vigilance. Our vessels regularly travel through regions where pirates are active. We may not be adequately insured to cover losses from acts of terrorism, piracy, regional conflicts and other armed actions, which could have a material adverse effect on our results of operations, financial condition and ability to pay dividends. Crew costs could also increase in such circumstances.

Our insurance may be insufficient to cover losses that may occur to our property or result from our operations.

The operation of any vessel includes risks such as mechanical failure, collision, fire, contact with floating objects, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine disaster, including oil spills and other environmental mishaps. There are also liabilities arising from owning and operating vessels in international trade. We procure insurance for our fleet of containerships and dry bulk vessels in relation to risks commonly insured against by vessel owners and operators. Our current insurance includes (i) hull and machinery insurance covering damage to our and third-party vessels’ hulls and machinery, (ii) war risks insurance covering losses associated with the outbreak or escalation of hostilities and (iii) protection and indemnity insurance (which includes environmental damage) covering, among other things, third-party and crew liabilities such as expenses resulting from the injury or death of crew members, passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels, damage to other third-party property and pollution arising from oil or other substances.

We can give no assurance that we are adequately insured against all risks or that our insurers will pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to obtain a timely replacement vessel in the event of a loss of a vessel. Under the terms of our credit facilities, we are 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 obtain adequate insurance coverage at reasonable rates for our fleet. For example, more stringent environmental regulations have led to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. 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. There is no cap on our liability exposure for such calls or premiums payable to our protection and indemnity association. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. A catastrophic oil spill or marine disaster could exceed our insurance coverage, which could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our stockholders. Any uninsured or underinsured loss could harm our business and financial condition. In addition, the insurance may be voidable by the insurers as a result of certain actions, such as vessels failing to maintain required certification.

We do not carry loss of hire insurance. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled dry-docking due to damage to the vessel from accidents. 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, results of operations and financial condition and our ability to pay dividends to our stockholders.

Our charterers may engage in legally permitted trading in locations which may still be subject to sanctions or boycott, such as Iran and Syria. Our insurers may be contractually or by operation of law prohibited from honoring our insurance contract for such trading, which could result in reduced insurance coverage for losses incurred by the related vessels. Furthermore, our insurers and we may be prohibited from posting or otherwise be unable to post security in respect of any incident in such locations, resulting in the loss of use of the relevant vessel and negative publicity for our Company which could negatively impact our business, results of operations, cash flows and share price.

Maritime claimants could arrest our vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers or receivers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages, including, in some jurisdictions, for debts incurred by previous owners. In many jurisdictions, a maritime lien-holder may enforce its lien by arresting a vessel. The arrest or attachment of one or more of our vessels, if such arrest or attachment is not timely discharged, could cause us to default on a charter or breach covenants in certain of our credit facilities, could interrupt our cash flows and could 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 that 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 try to assert “sister ship” liability against one vessel in our fleet for claims relating to another of our vessels or to other vessels privately owned or controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos. Any of these occurrences could have a material adverse effect on our business, results of operations and financial condition, as well as our cash flows, including cash available for dividends to our stockholders.

Compliance with safety and other requirements imposed by classification societies may be very costly and may adversely affect our business.

The hull and machinery of every commercial vessel must be classed by a classification society. The classification society certifies that the vessel has been built and maintained in accordance with the applicable rules and regulations of the classification society. Every vessel must comply with all applicable international conventions and the regulations of the vessel’s flag state as verified by a classification society and must successfully undergo periodic surveys, including annual, intermediate and special surveys. If any vessel does not maintain its class, it will lose its insurance coverage and therefore will be unable to trade, and the vessel’s owner will be in breach of relevant covenants under its financing arrangements. Failure to maintain the class of one or more of our vessels could have a material adverse effect on our financial condition and results of operations, as well as our cash flows, including cash available to pay dividends to stockholders.

Our business depends upon certain members of our senior management who may not necessarily continue to work for us.

Our future success depends to a significant extent upon our chairman and chief executive officer, Konstantinos Konstantakopoulos, certain members of our senior management and our managers and service providers. Mr. Konstantakopoulos has substantial experience in the container shipping industry and has worked with us and our managers for many years. He, our managers and certain of our senior management team are 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 services from them, we may be unable to recruit other employees with equivalent talent and experience, which could have a material adverse effect on our financial condition and results of operations.

Our arrangements with our chief executive officer restrict his ability to compete with us, and such restrictive covenants generally may be unenforceable.

Konstantinos Konstantakopoulos, our chairman and chief executive officer, entered into a restrictive covenant agreement with us on November 3, 2010, which was amended and restated on July 1, 2021, under which, during the period of Mr. Konstantakopoulos’ employment or service with us and for six months thereafter, Mr. Konstantakopoulos will agree to restrictions on his ownership and acquisition of interests in any containership or dry bulk vessel, and any business involved in the ownership of containerships or dry bulk vessels, subject to certain exceptions, including (i) pursuant to his involvement with us, (ii) with respect to certain acquisitions for which we are first given the opportunity to make and (iii) interests acquired prior to entering into the restrictive covenant agreement.

Konstantinos Konstantakopoulos has also agreed that if one of our vessels and a vessel majority owned directly or indirectly by him are both available and meet the criteria for an available charter, our vessel will be offered such charter. Such priority chartering obligation currently applies in respect of one containership, and one dry bulk vessel privately owned by Mr. Konstantakopoulos, but does not apply to six containerships and four dry bulk vessels privately owned by Mr. Konstantakopoulos. This could give rise to a conflict of interest, which could adversely impact our results of operations.

We also cannot rule out the possibility that our board of directors will grant waivers to the restrictive covenant agreement. These restrictions have been waived by the Board of Directors or do not apply with respect to seven container vessels and five dry bulk vessels in which Konstantinos Konstantakopoulos has an interest, with no such waivers occurring in the year ending December 31, 2022. For more information on the restrictive covenant agreement, see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Konstantinos Konstantakopoulos Restrictive Covenant Agreement”.

In addition, the restrictive covenant agreement is governed by English law, and English law generally does not favor the enforcement of such restrictions which are considered contrary to public policy and facially are void for being in restraint of trade. Our ability to enforce these restrictions, should it ever become necessary, will depend upon us establishing that there is a legitimate proprietary interest that is appropriate to protect, and that the protection sought is no more than is reasonable, having regard to the interests of the parties and the public interest. We cannot give any assurance that a court would enforce the restrictions as written by way of an injunction or that we could necessarily establish a case for damages as a result of a violation of the restrictive covenants agreement.

Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers or other entities in which he has an interest.

Pursuant to the Framework Agreement between Costamare Shipping Company S.A. (“Costamare Shipping”) and us dated November 2, 2015, as amended and restated on January 17, 2020 and as further amended and restated on June 28, 2021 (the “Framework Agreement”), the Services Agreement between Costamare Shipping Services Ltd. (“Costamare Services”) and our vessel-owning subsidiaries dated November 2, 2015, as amended and restated on June 28, 2021 (the “Services Agreement”) and the separate ship-management agreements pertaining to each vessel, our managers provide us with, among other things, commercial, technical and other management services. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”. Costamare Shipping and Costamare Services are controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos or his family. Costamare Shipping is also the manager of two vessels privately owned by our chairman and chief executive officer. In addition, our chairman and chief executive officer, Konstantinos Konstantakopoulos, indirectly owns 50% of Blue Net Chartering GmbH & Co. KG (“Blue Net”) which provides charter brokerage services to our containerships under the Brokerage Agreement and of Blue Net Chartering Asia Pte. Ltd. (“Blue Net Asia”) which provides charter brokerage services to our containerships on a case by case basis. Blue Net does not provide its services to the vessels for which charter brokerage services are being provided by Blue Net Asia. Costamare Bulkers Services GmbH, Costamare Bulkers Services APS and Costamare Bulkers Services Pte. Ltd. (together, the “Agency Companies”) which provide chartering and other services to Costamare Bulkers Inc. (“Costamare Bulkers”) pursuant to agreements dated November 14, 2022 (the “Agency Agreements”) are directly or indirectly controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos. The terms of the Framework Agreement, the Services Agreement, the separate ship management agreements, the Brokerage Agreement and the Agency Agreements were not negotiated at arm’s length by non-related third parties. Accordingly, the terms may be less favorable to the Company than if such terms were obtained from a non-related third party.

Additionally, Konstantinos Konstantakopoulos, our chairman and chief executive officer, is the owner as at March 21, 2023 of approximately 26.3% of our common stock, and this relationship could create conflicts of interest between us, on the one hand, and our affiliated managers or service providers, on the other hand. These conflicts, which are addressed in the Framework Agreement, the Services Agreement, the separate ship management agreements, the Brokerage Agreement and the restrictive covenant agreement between us and our chairman and chief executive officer, 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, including companies affiliated with our chairman and chief executive officer. These conflicts of interest may have an adverse effect on our results of operations. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”.

In addition, in connection with Costamare’s investment in the leasing business, Neptune entered into an Amended and Restated Management Services Agreement (the “Neptune Management Agreement”) with Neptune Global Financing Limited (the “Neptune Manager”). Neptune Global Financing Limited is 51% owned by Konstantinos Konstantakopoulos. The terms of the Neptune Management Agreement were not negotiated at arm’s length by non-related third parties. Accordingly, the terms may be less favorable to the Company than if such terms were obtained from a non-related third party. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Other Transactions”.

Our chairman and chief executive officer, Konstantinos Konstantakopoulos, privately owns one container vessel (which is comparable to two of our vessels), and holds a passive interest in certain companies that own six containerships comparable to 24 of our vessels (including two vessels acquired under the Framework Deed). Mr. Konstantakopoulos also privately owns one dry bulk vessel comparable to 16 of our vessels and holds a passive interest, together with members of his family and third parties, in a business involved in the ownership of four dry bulk vessels comparable to 21 of our vessels. Mr. Konstantakopoulos may acquire additional vessels. Additionally, one of our non-independent board members, Konstantinos Zacharatos, holds a passive minority interest in one company that owns a containership comparable to four of our vessels (including one vessel acquired under the Framework Deed) and may acquire additional vessels. These vessels may compete with the Company’s vessels for chartering opportunities. These investments were entered into following the review and approval of our Audit Committee and Board of Directors. “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Other Transactions”.

Certain of our managers are permitted to, and are actively seeking to, provide management services to vessels owned by third parties that compete with us, which could result in conflicts of interest or otherwise adversely affect our business.

Costamare Shipping and Costamare Services have provided in the past and may provide in the future management services and other services in respect of the Joint Venture vessels (as defined in “Item 4. Information on the Company––Business Overview––Our Fleet––Framework Deed”) as well as to containerships and dry bulk vessels owned by entities controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos, or members of his family and their affiliates that are similar to and may compete with our vessels. V.Ships Greece, V.Ships Shanghai, HanseContor Shipmanagement GmbH & Co. KG (“HanseContor”), Bernhard Schulte Shipmanagement (Cyprus) Ltd. and BSM GR Management Ltd. (together “BSM”), FML Ship Management Limited (“FML”), Blue Net and Blue Net Asia provide and actively seek to provide services to third parties, while F. A. Vinnen & Co. (GmbH & Co. KG) (“Vinnen”) provides services to container vessels related to their owners. In addition to providing brokerage services to our vessels and the vessels acquired pursuant to the Framework Deed, Blue Net and Blue Net Asia provide brokerage services to third party vessels, including vessels that are similar to and compete with our vessels. These third-party vessels include vessels owned by Peter Döhle Schiffahrts-KG, a German integrated ship owner and manager, which also controls 50% of Blue Net and Blue Net Asia. Our managers’ provision of management services to third parties, including related parties, that may compete with our vessels could give rise to conflicts of interest or adversely affect the ability of these managers to provide the level of service that we require. Conflicts of interest with respect to certain services, including sale and purchase and chartering activities, among others, may have an adverse effect on our results of operations.

Our managers are privately held companies and there is little or no publicly available information about them.

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, and because they are privately held companies, information about their financial strength is not publicly available. As a result, an investor in our stock might have little advance warning of problems affecting any of our managers, even though these problems could have a material adverse effect on us. As part of our reporting obligations as a public company, we will disclose information regarding our managers that has a material impact on us to the extent that we become aware of such information.

We depend on our managers to operate and expand our business and compete in our markets.

Pursuant to the Framework Agreement, the Services Agreement and the separate ship-management agreements pertaining to each vessel, our managers provide us with, among other things, commercial, technical and other management services. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”. Our operational success and ability to execute our growth strategy depends significantly upon our managers’ satisfactory performance of these services. Our business will be harmed if such entities fail to perform these services satisfactorily or if they stop providing these services.

Costamare Shipping, one of our managers, also owns the Costamare trademarks, which consist of the name “COSTAMARE” and the Costamare logo, and has agreed to license each trademark to us on a royalty free basis for the life of the Framework Agreement. If the Framework Agreement or the Services Agreement were to be terminated 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 the ones offered by our managers.

Our ability to compete for and enter into new time charters or potential voyage charters and to expand our relationships with our existing charterers depends 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 the ability of us or our subsidiaries to:

•	renew existing charters upon their expiration;
•	obtain new charters;
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•	successfully enter into sale and purchase transactions and interact with shipyards;
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•	obtain financing and other contractual arrangements with third parties on commercially acceptable terms (therefore potentially increasing operating expenditure for the fleet);
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•	maintain satisfactory relationships with our charterers and suppliers;
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•	operate our fleet efficiently; or
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•	successfully execute our business strategies.
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If our ability to do any of the things described above is impaired, it could have a material adverse effect on our financial condition and results of operations, as well as our cash flows.

Being active in multiple lines of business, including managing multiple fleets requires management to allocate significant attention and resources, and failure to successfully or efficiently manage both fleets may harm our business and operating results.

Our dry bulk operating platform commenced operations in the fourth quarter of 2022, and in the first quarter of 2023 we entered into a leasing business. See “Item 4. Information on the Company—Business Overview—General.” In addition, our fleet consists of both containerships and dry bulk vessels following our entry into the dry bulk business in 2021. Containerships and dry bulk vessels operate in different markets with different chartering characteristics and different customer bases. Our management team must devote significant attention and resources to different lines of business as well as to both our containership and dry bulk fleets, and the time spent on each business will vary significantly from time to time depending on various circumstances and needs of each business. Each business requires significant attention from our management and could divert resources away from the day-to-day management of the other business, which could harm our business, results of operations, and financial condition.

Our vessels may call at ports located in countries that are subject to restrictions imposed by the United States government, the European Union, the United Nations and other governments, which could negatively affect the trading price of our shares of common stock.

The United States, the European Union, the United Nations and other governments and their agencies impose sanctions and embargoes on certain countries and maintain lists of countries, individuals or entities they consider to be state sponsors of terrorism, involved in prohibited development of certain weapons or engaged in human rights violations. From time to time on charterers’ instructions, our vessels have called and may again call at ports located in countries subject to sanctions and embargoes imposed by the United States, the European Union, the United Nations and other governments and their agencies, including ports in Iran, Syria and Sudan.

The 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, strengthened or lifted over time. The United States sanctions administered by the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury principally apply, with limited exception, to U.S. persons (defined as any United States citizen, permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States, or any person in the United States) only, not to non-U.S. companies. The United States can, however, extend sanctions liability to non-U.S. persons, including non-U.S. companies, such as our Company.

For example, in 2010, the United States enacted the Comprehensive Iran Sanctions Accountability and Divestment Act (“CISADA”), which expanded the scope of the former Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to non-U.S. companies, such as the Company, and introduces limits on the ability of companies and persons to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products. In 2012, President Obama signed Executive Order 13608 which prohibits foreign persons from violating or attempting to violate or causing a violation of any sanctions in effect against Iran or facilitating any deceptive transactions for or on behalf of any person subject to U.S. sanctions. The Secretary of the Treasury may prohibit any transactions or dealings, including any U.S. capital markets financing, involving any person found to be in violation of Executive Order 13608. Also in 2012, the U.S. enacted the Iran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”), which created new sanctions and strengthened existing sanctions. Among other things, the ITRA intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleum or petrochemical sector. The ITRA also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) of the Iran Sanctions Act, as amended, on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used to transport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge the vessel was so used or (2) if the person otherwise owns, operates, or controls or insures the vessel, the person knew or should have known the vessel was so used. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject to U.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement that issuers of securities must disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 if the issuer or “any affiliate” has “knowingly” engaged in certain sanctioned activities involving Iran during the timeframe covered by the report. Finally, in January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCA”), which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuilding sector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material or other support to these entities.

In 2022, in response to the ongoing conflict in Ukraine, the United States and several European countries imposed various economic sanctions against Russia, prohibitions on imports of Russian energy products, including crude oil, petroleum, petroleum fuels, oils, liquefied natural gas and coal, prohibitions on the maritime transport of Russian oil and petroleum products that are purchased at or above a certain price, and prohibitions on investments in the Russian energy sector by US persons, among other restrictions.

The United States can also remove sanctions it has previously imposed. On January 16, 2016, the United States suspended certain sanctions against Iran applicable to non-U.S. companies, such as the Company, pursuant to the nuclear agreement reached between Iran, China, France, Germany, Russia, the United Kingdom, the United States and the European Union. To implement these changes, beginning on January 16, 2016, the United States waived enforcement as to non-U.S. companies of many of the sanctions against Iran’s energy and petrochemical sectors described above, among other things, including certain provisions of CISADA, ITRA, and IFCA. However, in May 2018, the United States announced its withdrawal from the Joint Comprehensive Plan of Action and almost all of the U.S. sanctions waived and lifted in January 2016 were reinstated in August 2018 and November 2018, respectively. In addition, in May 2019 and January 2020, additional sectors of the Iranian economy became subject to sanctions. The May 2019 sanctions targeted the iron, steel, aluminum and copper sectors of Iran, and the January 2020 sanctions targeted the construction, mining, manufacturing and textiles sectors of Iran. These sanctions also encompass significant transactions to sell, supply or transfer to Iran goods or services related to the aforementioned sanctioned sectors.

From January 2011 through December 2022, vessels in our fleet made a total of 206 calls to ports in Iran, Syria and Sudan, representing approximately 0.34% of our approximately 60,307 calls on worldwide ports, including calls made by vessels owned pursuant to the Framework Deed with York, and may again call on ports located in countries subject to sanctions and embargoes imposed by the United States government as state sponsors of terrorism. In addition, in 2022, 2021 and 2020, none of our vessels, including vessels owned pursuant to the Framework Deed with York, made any calls to ports in Cuba, Iran, North Korea, Syria or Sudan. Although we believe that we were and are in compliance with all applicable sanctions and embargo laws and regulations through the implementation of a Company-wide sanctions policy, and intend to continue 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 expanded and subject to changing interpretations. Any such violation could result in fines or other penalties, could limit our ability to trade to the United States and other countries or charter our vessels, could limit our ability to obtain financing and could result in some investors deciding, or being required, to divest their interest, or not to invest, in the Company. In addition, if we have a casualty in sanctioned locations, including Iran, our underwriters may not provide required security which could lead to the detention and subsequent loss of our vessel and the imprisonment of our crew, and our insurance policies may not cover the costs and losses associated with the incident. Additionally, some investors may decide to divest their interest, or not to invest, in the Company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that may involve our vessels, and could result in fines or other penalties against the Company for failing to prevent those violations, could limit our ability to trade to the United States and other countries or charter our vessels, could limit our ability to obtain financing and could in turn negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminal penalties, contract terminations and an adverse effect on our business.

We may operate in a number of countries through 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 a code of business conduct and ethics which is consistent and in full compliance with the U.S. Foreign Corrupt Practices Act of 1977 (the “FCPA”). 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, 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 are a Marshall Islands corporation, and the Marshall Islands does not have a well-developed body of corporate law or a bankruptcy act, and as a result, stockholders may have fewer rights and protections under Marshall Islands law than under the laws of a jurisdiction in the United States.

Our corporate affairs are governed by our articles of incorporation and bylaws and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA are similar to provisions of the corporation laws of a number of states in the United States, most notably Delaware. The BCA also provides that it is to be applied and construed to make it uniform with the laws of Delaware and other states of the United States that have substantially similar legislative provisions or statutory laws. In addition, so long as it does not conflict with the BCA or decisions of the Marshall Islands courts, the BCA is to be interpreted according to the non-statutory law (or case law) of the State of Delaware and other states of the United States that have substantially similar legislative provisions or statutory laws. There have been, however, few court cases in the Marshall Islands interpreting the BCA, in contrast to Delaware, which has a well-developed body of case law interpreting its corporate law statutes. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as the courts in Delaware or such other states of the United States. For example, the rights and fiduciary responsibilities of directors under the laws 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 the relevant U.S. jurisdictions. Stockholder rights may differ as well. As a result, our public stockholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a U.S. jurisdiction.

The Marshall Islands has no established bankruptcy act, and as a result, any bankruptcy action involving our company would have to be initiated outside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.

It may be difficult or impossible to enforce service of process and enforcement of judgments against us and our officers and directors.

We are a Marshall Islands corporation and all of our subsidiaries are, and will likely be, incorporated in jurisdictions outside the United States. In addition, our executive offices are located outside of the United States in Monaco. All of our directors and officers reside outside of the United States, and all or a substantial portion of our assets and the assets of most of our officers and directors are, and will likely be, located outside of the United States. As a result, it may be difficult or impossible for U.S. investors to serve legal process within the United States upon us or any of these persons or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or our subsidiaries’ assets are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

There is also substantial doubt that the courts of the Marshall Islands or Monaco would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws.

Risks Relating to our Securities

The price of our securities may be volatile and future sales of our equity securities could cause the market price of our securities to decline.

The price of our equity securities has been and may continue to be volatile and may fluctuate due to various factors including:

•	actual or anticipated fluctuations in quarterly and annual results;
•	fluctuations in the seaborne transportation industry, including fluctuations in the containership and dry bulk markets;
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•	our payment of dividends;
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•	mergers and strategic alliances in the shipping industry;
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•	changes in governmental regulations or maritime self-regulatory organization standards;
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•	shortfalls in our operating results from levels forecasted by securities analysts;
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•	announcements concerning us or our competitors;
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•	general economic conditions;
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•	terrorist acts;
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•	future sales of our stock or other securities;
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•	investors’ perceptions of us and the international shipping industry;
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•	the general state of the securities markets; and
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•	other developments affecting us, our industry or our competitors.
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The containership and dry bulk sectors of the shipping industry have been highly unpredictable and volatile. Securities markets worldwide are experiencing significant price and volume fluctuations. The market price for our securities may also be volatile. This market volatility, as well as general economic, market or political conditions, could reduce the market price of our securities in spite of our operating performance. Consequently, you may not be able to sell our securities at prices equal to or greater than those at which you pay or paid.

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

On July 6, 2016, we implemented a dividend reinvestment plan (the “Dividend Reinvestment Plan”) that offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Subject to the rules of the NYSE, in the future, we may issue, in addition to the shares to be issued under our Dividend Reinvestment Plan and the shares to be issued under the Services Agreement, additional shares of common stock, and other equity securities of equal or senior rank, without stockholder approval, in a number of circumstances. On December 5, 2016 and on May 31, 2017, we completed follow-on offerings for the sale of 12 million and 13.5 million shares of our common stock, respectively.

During the year ended December 31, 2022, we have issued 2,454,909 new shares under the Dividend Reinvestment Plan. In addition, during the year ended December 31, 2022, we have issued 598,400 common shares to Costamare Services in payment of services rendered under the Services Agreement.

The issuance by us of additional shares of common stock or other equity securities of equal or senior rank would have the following effects:

•	our existing stockholders’ proportionate ownership interest in us will decrease;
•	the dividend amount payable per share on our securities may be lower;
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•	the relative voting strength of each previously outstanding share may be diminished; and
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•	the market price of our securities may decline.
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Our major stockholders also may elect to sell large numbers of shares held by them from time to time. The number of shares of common stock and Preferred Stock available for sale in the public market will be limited by restrictions applicable under securities laws, and agreements that we and our executive officers, directors and existing stockholders may enter into with the underwriters at the time of an offering. Subject to certain exceptions, these agreements generally restrict us and our executive officers, directors and existing stockholders from directly or indirectly offering, selling, pledging, hedging or otherwise disposing of our equity securities or any security that is convertible into or exercisable or exchangeable for our equity securities and from engaging in certain other transactions relating to such securities for an agreed period after the date of an offering prospectus without the prior written consent of the underwriters.

Our ability to pay dividends or to redeem our Preferred Stock may be limited by the amount of cash we generate from operations following the payment of fees and expenses, by the establishment of any reserves, by restrictions in our debt instruments and by additional factors unrelated to our profitability.

The declaration and payment of dividends (including cumulative dividends payable to the holders of our Preferred Stock) is subject to the discretion of our board of directors and the requirements of Marshall Islands law. The timing and amount of any dividends declared will depend on, among other things (a) our earnings, financial condition, cash flow and cash requirements, (b) our liquidity, including our ability to obtain debt and/or equity financing on acceptable terms as contemplated by our vessel acquisition strategy, (c) restrictive covenants in our existing and future debt instruments and (d) provisions of Marshall Islands law governing the payment of dividends.

The international shipping industry is highly volatile, and we cannot predict with certainty the amount of cash, if any, that will be available for distribution as dividends or to redeem our Preferred Stock in any period. Also, 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 or the redemption of our Preferred Stock and our obligation to pay dividends to holders of our Preferred Stock will reduce the amount of cash available for the payment of dividends to holders of our common stock. The amount of cash we generate from and use in our operations and the actual amount of cash we will have available for dividends and redemptions may fluctuate significantly based upon, among other things:

•	the charter hire payments we obtain from our charters as well as our ability to charter or re-charter our vessels and the charter rates obtained;
•	the due performance by our charterers of their obligations;
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•	our fleet expansion strategy and associated uses of our cash and our financing requirements;
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•	delays in the delivery of newbuild vessels and the beginning of payments under charters relating to those vessels;
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•	the level of our operating costs, such as the costs of crews, vessel maintenance, lubricants and insurance;
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•	the number of unscheduled off-hire days for our fleet and the timing of, and number of days required for, scheduled dry-docking of our vessels;
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•	disruptions related to the ongoing COVID-19 or future pandemics;
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•	prevailing global and regional economic and political conditions;
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•	changes in interest rates;
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•	currency exchange rate fluctuations;
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•	dry bulk freight rates and bunker prices;
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•	the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business;
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•	the requirements imposed by classification societies;
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•	the level of capital expenditures we make, including for maintaining or replacing vessels and complying with regulations;
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•	the level of capital requirements of our dry bulk operating platform and our leasing business;
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•	our debt service requirements, including fluctuations in interest rates, and restrictions on distributions contained in our debt instruments;
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•	fluctuations in our working capital needs;
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•	our ability to make, and the level of, working capital borrowings;
•	changes in the basis of taxation of our activities in various jurisdictions;
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•	modification or revocation of our dividend policy by our board of directors;
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•	the ability of our subsidiaries to pay dividends and make distributions to us;
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•	the dividend policy adopted by Costamare Ventures and the Joint Venture entities (each as defined in “Item 4. Information on the Company—Business Overview—Our Fleet—Framework Deed”); and
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•	the amount of any cash reserves established by our board of directors.
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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 or redemptions.

In addition, our credit facilities and other financing agreements prohibit the payment of dividends if an event of default has occurred and is continuing or would occur as a result of the payment of such dividends. For more information regarding our financing arrangements, please read “Item 5. Operating and Financial Review and Prospects”.

Our management is required to devote substantial time to complying with public company regulations.

As a public company, we incur significant legal, accounting and other expenses. In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as well as rules subsequently adopted by the SEC and the New York Stock Exchange (“NYSE”), including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), have imposed various requirements on public companies, including changes in corporate governance practices. Our directors, management and other personnel devote a substantial amount of time to comply with these requirements and compliance with these rules and regulations relating to public companies result in legal and financial compliance costs.

Sarbanes-Oxley requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, under Section 404 of Sarbanes-Oxley, we are required to include in each of our annual reports on Form 20-F a report containing our management’s assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent auditors. We have undertaken the required review to comply with Section 404, including the documentation, testing and review of our internal controls under the direction of our management. While we did not identify any material weaknesses or significant deficiencies in our internal controls under the current assessment, we cannot be certain at this time that all our controls will be considered effective in future assessments. Therefore, we can give no assurances that our internal control over financial reporting will satisfy the new regulatory requirements in the future.

Investors may view our having multiple lines of business, including ownership of multiple fleets, negatively, which may decrease the trading price of our securities.

We operate a dry bulk operating platform, we have recently entered into a leasing business and we own and operate both containerships and dry bulk fleets. Historically, companies that have multiple lines of business or own mixed asset classes have tended to trade at levels that suggest lower valuations than “pure play” companies. Accordingly, investors may view our stock as relatively less attractive than stocks of pure play companies, which could materially and adversely affect the trading price of our securities.

We are a “foreign private issuer” under the NYSE rules, and as such we are entitled to exemption from certain NYSE corporate governance standards, and you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

As permitted by this exemption, as well as by our bylaws and the laws of the Marshall Islands, we currently have a board of directors with a majority of non-independent directors, an audit committee comprised solely of two independent directors and a combined corporate governance, nominating and compensation committee with one non-independent director serving as a committee chairman. As a result, non-independent directors, including members of our management who also serve on our board of directors, may, among other things, fix the compensation of our management, make stock and option awards and resolve governance issues regarding our company. Accordingly, in the future you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Our Preferred Stock is subordinated to our debt obligations and pari passu with each other, and your interests could be diluted by the issuance of additional shares of preferred stock, including additional Series B, Series C, Series D and Series E Preferred Stock, and by other transactions.

Our Preferred Stock is subordinated to all of our existing and future indebtedness. As of December 31, 2022, we had outstanding indebtedness, including our other financing arrangements and our unsecured bond loan, of approximately $2.6 billion. Our existing indebtedness restricts, and our future indebtedness may include restrictions on, our ability to pay dividends to preferred stockholders. Our charter currently authorizes the issuance of up to 100 million shares of preferred stock in one or more classes or series. Of this preferred stock, 75.4 million shares remain available for issuance after giving effect to the designation of 10 million shares as Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan, the issuance of two million shares as Series B Preferred Stock, the issuance of four million shares as Series C Preferred Stock, the issuance of four million shares as Series D Preferred Stock and the issuance of four million six hundred thousand shares as Series E Preferred Stock. The issuance of additional preferred stock on a parity with or senior to our Preferred Stock would dilute the interests of the holders of our Preferred Stock, and any issuance of preferred stock senior to or on a parity with our Preferred Stock or of additional indebtedness could affect our ability to pay dividends on, redeem or pay the liquidation preference on our Preferred Stock. No provisions relating to our Preferred Stock protect the holders of our Preferred Stock in the event of a highly leveraged or other transaction, including a merger or the sale, lease or conveyance of all or substantially all our assets or business, which might adversely affect the holders of our Preferred Stock.

Holders of Preferred Stock have extremely limited voting rights.

Our common stock is the only class of our stock carrying full voting rights. Holders of the Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (for this purpose the Series B, Series C, Series D and Series E Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Preferred Stock voted as a class for the election of such director). The right of such holders of Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

The Preferred Stock represents perpetual equity interests and you will have no right to receive any greater payment than the liquidation preference regardless of the circumstances.

The Preferred Stock represents 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 Stock may be required to bear the financial risks of an investment in the Preferred Stock for an indefinite period of time.

The payment due to a holder of Preferred Stock upon a liquidation 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 your Preferred Stock is greater than the liquidation preference, you will have no right to receive the market price from us upon our liquidation.

Members of the Konstantakopoulos family are our principal existing stockholders and will effectively be able to control the outcome of matters on which our stockholders are entitled to vote; their interests may be different from yours.

Members of the Konstantakopoulos family own as at March 21, 2023, directly or indirectly, approximately 60.9% of our outstanding common stock, in the aggregate. These stockholders will be able to

          control the outcome of matters on which our stockholders are entitled to vote, including the election of our entire board of directors and other significant corporate actions. The interests of each of these stockholders may be different from
          yours. See “Item 3. Key Information—D. Risk Factors—Our chairman and chief executive officer has affiliations with our managers and others that could create conflicts of interest between us and our managers
            or other entities in which he has an interest.”

Anti-takeover provisions in our organizational documents could make it difficult for our stockholders to replace or remove our current board of directors or 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 stockholders 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 stockholders may consider favorable.

These provisions:

•	authorize our board of directors to issue “blank check” preferred stock without stockholder approval;
•	provide for a classified board of directors with staggered, three-year terms;
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•	prohibit cumulative voting in the election of directors;
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•	authorize the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding stock entitled to vote for those directors;
•	prohibit stockholder action by written consent unless the written consent is signed by all stockholders entitled to vote on the action; and
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•	establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.
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We have adopted a stockholder rights plan pursuant to which our board of directors may cause the substantial dilution of the holdings of any person that attempts to acquire us without the approval of our board of directors.

These anti-takeover provisions, including the provisions of our stockholder rights plan, could substantially impede the ability of public stockholders 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.

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 the material Marshall Islands, Liberian and U.S. federal income tax consequences of owning and disposing of our common stock and Preferred Stock.

We may have to pay tax on U.S.-source income, which would reduce our earnings.

Under the United States Internal Revenue Code of 1986, as amended (the “Code”), the U.S. source gross transportation income of a ship-owning or chartering corporation, such as ourselves, is subject to a 4% U.S. Federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder. U.S. source gross transportation income consists of 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.

We believe that we have qualified and currently intend to continue to qualify for this statutory tax exemption for the foreseeable future. However, no assurance can be given that this will be the case. If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% U.S. Federal income tax on our U.S. source gross transportation income. The imposition of this taxation could have a negative effect on our business and would result in decreased earnings available for distribution to our stockholders. Some of our time charters contain provisions pursuant to which charterers undertake to reimburse us for the 4% gross basis tax on our U.S. source gross transportation income. For a more detailed discussion, see “Item 10. Additional Information—E. Tax Considerations—United States Federal Income Tax Considerations—Taxation of Our Shipping Income”.

If we were treated as a “passive foreign investment company”, certain adverse U.S. Federal income tax consequences could result to U.S. stockholders.

A foreign corporation will be treated as a “passive foreign investment company” (“PFIC”), for U.S. Federal income tax purposes if at least 75% of its gross income for any taxable year consists of certain types of “passive income”, or 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, and 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”. U.S. stockholders of a PFIC are subject to a disadvantageous U.S. 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. If we are treated as a PFIC for any taxable year, we will provide information to U.S. stockholders who request such information to enable them to make certain elections to alleviate certain of the adverse U.S. Federal income tax consequences that would arise as a result of holding an interest in a PFIC.

Based on our method of operation, we believe that we are not now and have never been a PFIC. Although there can be no assurance, we also do not expect to be classified as a PFIC for 2023 or subsequent years. This expectation is based on our current operations and current law. In this regard, we intend to treat the gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities does not constitute “passive income”, and the assets that we own and operate in connection with the production of that income do not constitute passive assets. Our counsel, Cravath, Swaine & Moore LLP, is of the opinion that we should not be a PFIC based on certain assumptions made by them as well as certain representations we made to them regarding the composition of our assets, the source of our income, and the nature of our operations.

There is, however, no legal authority under the PFIC rules addressing our method of operation. Accordingly, no assurance can be given that the U.S. Internal Revenue Service (the “IRS”) or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.

Further, our PFIC determination must be tested annually at the end of the taxable year and, while we intend to conduct our affairs in a manner that will reduce the likelihood of our becoming a PFIC, our circumstances may change in any given year. We do not intend to make decisions regarding the purchase and sale of vessels, investment in financial instruments or engaging in a sale-leaseback business with the specific purpose of impacting the likelihood of our becoming a PFIC. Accordingly, our business plan may result in our engaging in activities that could cause us to become a PFIC.

If the IRS were to find that we are or have been a PFIC for any taxable year, U.S. stockholders would face adverse tax consequences. Under the PFIC rules, unless those stockholders make certain elections available under the Code, such stockholders would be liable to pay U.S. Federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of our common stock or Preferred Stock, as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period. Please read “Item 10. Additional Information—E. Tax Considerations—United States Federal Income Tax Considerations—Taxation of United States Holders—PFIC Status” for a more detailed discussion of the U.S. Federal income tax consequences to U.S. stockholders if we are treated as a PFIC.

Our new lines of business may have an impact on our tax treatment in the countries in which we operate, which could result in a significant negative impact on our earnings and cash flows from operations.

We are an international company that conducts business throughout the world. Tax laws and regulations are highly complex and subject to interpretation. Consequently, a change in tax laws, treaties or regulations, in the interpretation thereof or in the applicability thereof in and between countries in which we operate, could result in a materially high tax expense or higher effective tax rate on our worldwide earnings, and such change could be significant to our financial results.

Our dry bulk operating platform and leasing business represent new lines of business for Costamare. If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries, or if the terms of certain income tax laws or treaties are interpreted in a manner that is adverse to our structure or new lines of business, or if we lose a material tax dispute in any country, our effective tax rate on our worldwide earnings from our operations could increase substantially and our earnings and cash flows from these operations could be materially adversely affected.

We and our subsidiaries may be subject to taxation in the jurisdictions in which we and our subsidiaries conduct business. Such taxation would result in decreased earnings. Investors are encouraged to consult their own tax advisors concerning the overall tax consequences of the ownership of our common shares arising in an investor’s particular situation under U.S. federal, state, local and foreign law.

ITEM 4.	INFORMATION ON THE COMPANY

A. History and Development of the Company

Costamare Inc. was incorporated in the Republic of the Marshall Islands on April 21, 2008 under the BCA. We are majority owned by members of the Konstantakopoulos family, which has a long history of operating and investing in the international shipping industry, including a long history of vessel ownership. We were founded in 1974 and initially owned and operated dry bulk vessels. In 1984, we became the first Greek-owned company to enter the containership market, and from 1992 until our acquisition of dry bulk vessels in June 2021 and the subsequent expansion of our dry bulk platform in 2022, we focused exclusively on containerships. Since assuming management of our company in 1998, Konstantinos Konstantakopoulos has concentrated on building a large, modern and reliable fleet run and supported by highly skilled, experienced and loyal personnel. Under Konstantinos Konstantakopoulos’s leadership, we have continued to foster a company culture focusing on excellent customer service, industry leadership and innovation.

In November 2010, we completed an initial public offering of our common stock in the United States and our common stock began trading on the NYSE on November 4, 2010 under the ticker symbol “CMRE”. On March 27, 2012, October 19, 2012, December 5, 2016 and May 31, 2017, we completed four follow-on public offerings of our common stock. On August 7, 2013, we completed a public offering of our Series B Preferred Stock, on January 21, 2014, we completed a public offering of our Series C Preferred Stock, on May 13, 2015, we completed a public offering of our Series D Preferred Stock and on January 30, 2018, we completed a public offering of our Series E Preferred Stock. On July 6, 2016, we implemented a Dividend Reinvestment Plan that offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock at a discount to current market price.

Under the Framework Deed entered into in May 2013, as amended and restated in May 2015 and as further amended in June 2018, we agreed with York to invest in newbuild and secondhand container vessels through jointly held companies, thereby increasing our ability to expand our operations while diversifying our risk. After acquiring a number of both newbuild and secondhand container vessels, the commitment period ended on May 15, 2020. The Framework Deed itself, will terminate on May 15, 2024, or upon the occurrence of certain extraordinary events as described therein. On March 22, 2021, March 24, 2021 and March 29, 2021, we entered into three share purchase agreements with York to acquire its ownership interest in five jointly-owned vessel owning companies, which had initially been formed under the joint venture with York.

In June 2021, we entered into a Share Purchase Agreement with Longshaw Maritime Investments S.A. (“Longshaw”), an entity controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos (the “Longshaw Share Purchase Agreement”). Under the Longshaw Share Purchase Agreement, we agreed to acquire all of Longshaw’s equity interest in 16 companies which had acquired or had agreed to acquire dry bulk vessels. Following our entry into the Longshaw Share Purchase Agreement, we continued our expansion into the dry bulk shipping sector and invested in growing our fleet of dry bulk vessels. As of March 21, 2023, our dry bulk fleet has grown to include 45 dry bulk vessels that we have acquired, including two vessels that we have agreed to sell.

In November 2022, we established a dry bulk operating platform under Costamare Bulkers with a team of experienced professionals. The new venture has offices in Athens and Monaco as well as agreements with agencies in Copenhagen, Hamburg and Singapore for the provision of chartering, cargo sourcing and/or research services on a cost-plus basis. The operating platform, which commenced operations in the fourth quarter of 2022, charters-in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions. We own 92.5% of the shares of the dry bulk operating platform. We have invested $100 million in Costamare Bulkers and we have agreed to invest up to an additional $100 million under certain conditions.

In March 2023, we entered into an amended and restated subscription and shareholders’ agreement with the existing Neptune shareholders at the time (the “Neptune Shareholders’ Agreement”) pursuant to which we agreed to invest in the Neptune leasing business and acquired the controlling interest of Neptune. Neptune was originally established in 2021 to acquire, own and bareboat charter out vessels through wholly-owned subsidiaries. Neptune’s strategy is to build a portfolio of long-term contracts through sale and leaseback transactions in the maritime sector. Pursuant to the Neptune Shareholders’ Agreement, we received a special share in Neptune which carries 75% of the voting rights and have agreed to invest up to $200 million in exchange for up to 40% of the ordinary shares and up to 79.05% of the preferred shares. As of the acquisition date the assets under the Neptune investment portfolio consist of one containership and three dry bulk vessels which are under bareboat charter agreements and we presently do not consider it a material business combination.

For more information on the Company’s capital expenditures and divestitures, see Note 14 to our consolidated financial statements included elsewhere in this annual report.

We maintain our principal executive offices at 7 rue du Gabian, MC 98000 Monaco. Our telephone number at that address is +377 93 25 09 40. Our registered address in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of our registered agent at such address is The Trust Company of the Marshall Islands, Inc.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with these requirements, we file reports and other information as a foreign private issuer with the SEC. You may obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov. These documents and other important information on our governance are posted on our website and may be viewed at http//www.costamare.com.

B. Business Overview

General

We are an international owner and operator of containerships and dry bulk vessels. We charter our containerships to the world’s largest liner companies, providing worldwide transportation of containerized cargoes. We charter our dry bulk vessels to a wide variety of customers, providing worldwide transportation for dry bulk cargoes.

As of March 21, 2023, our containership fleet consisted of 71 vessels in the water, aggregating approximately 524,200 TEU, of which four vessels, aggregating approximately 11,600 TEU have been acquired pursuant to the Framework Deed by Joint Venture entities in which we hold a minority equity interest. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.

Our strategy is to time charter our containerships to a geographically diverse, financially strong and loyal group of leading liner companies. We aim to operate our containerships under long-term, fixed-rate time charters, to the extent available, to avoid seasonal variations in demand. Our containerships have low unscheduled off-hire days, with fleet utilization levels, excluding scheduled dry dockings, of 99.6%, 99.4% and 99.3% in 2020, 2021 and 2022, respectively. Over the last three years, our largest customers by revenue were A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO. The average (weighted by TEU capacity) remaining time charter duration for our fleet of 71 containerships in the water, including the four vessels acquired under the Framework Deed, was approximately 4.2 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ charters. Our fixed-term charters for our fleet of 71 vessels in the water represented an aggregate of approximately $3.2 billion of contracted revenue, assuming the earliest redelivery dates possible and 365 revenue days per annum per containership (which amount includes our ownership percentage of contracted revenue for the Joint Venture vessels (as defined in “Item 4. Information on the Company—Business Overview—Our Fleet—Framework Deed”) (currently $15.0 million)).

Additionally, as of March 21, 2023, our dry bulk fleet consisted of 45 vessels in the water, with a total carrying capacity of approximately 2,436,000 dwt, including two vessels that we have agreed to sell, with a carrying capacity of approximately 67,400 dwt. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”. Our current chartering policy for our dry bulk fleet is to employ our vessels primarily on short-term time charters, which provides us the flexibility to capitalize on any favorable changes in the dry bulk charter rate environment. This policy will be evaluated regularly in light of prevailing market conditions and our view of the market. We will continue to monitor developments in the dry bulk shipping market and, based on market conditions, we may employ our vessels with a mix of short-, medium- and long-term time charters and voyage charters. We believe this policy allows us to obtain attractive charter hire rates for our vessels, while also affording us flexibility to take advantage of a rising charter rate environment without limiting potential upside should the strong market conditions continue. For the year ending December 31, 2022, our dry bulk fleet utilization level was 96.8%.

As described below, our vessels are managed by Costamare Shipping which is controlled by our chairman and chief executive officer. Costamare Shipping may subcontract certain services to other affiliated managers, or to V.Ships Greece or, subject to our consent, to other third party managers. We believe that having several management companies, both affiliates and third party, provides us with a deep pool of operational management in multiple locations with market-specific experience and relationships, as well as the geographic flexibility needed to manage and crew our large and diverse fleet so as to provide a high level of service, while remaining cost-effective.

Since the fourth quarter of 2022, we operate a dry bulk operating platform under Costamare Bulkers which charters-in/out dry bulk vessels, enters into contracts of affreightment, forward freight agreements and utilizes hedging solutions. As of March 21, 2023, the dry bulk operating platform has chartered-in 42 vessels with a total carrying capacity of approximately 6,461,200 dwt, of which 24 vessels have already been delivered and subsequently are or will be employed under voyage charters or sub time charters.

As described below, the dry bulk operating platform receives chartering, cargo sourcing and/or research services from agencies in Copenhagen, Hamburg and Singapore, which are directly or indirectly controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos.

In March 2023, we agreed to invest in the Neptune leasing business and acquired the controlling interest of Neptune. Neptune was originally established in 2021 to acquire, own and bareboat charter out vessels through wholly-owned subsidiaries. Neptune’s strategy is to build a portfolio of long-term contracts through sale and leaseback transactions in the maritime sector.

Our Fleet

Our Containership Fleet

The tables below provide additional information about our fleet of containerships as of March 21, 2023, which includes the four containerships acquired pursuant to the Framework Deed with York. Some of our vessels, including some of the vessels acquired pursuant to the Framework Deed, are subject to sale and leaseback transactions as indicated here below. Each vessel is a cellular containership, meaning it is a dedicated container vessel.

Current Containership Fleet

	Vessel Name	Charterer	Year<br><br> <br>Built	Capacity<br><br> <br>(TEU)	Current Daily<br><br> <br>Charter Rate^(1)^<br><br> <br>(U.S. dollars)	Expiration of<br><br> <br>Charter^(2)^
1	TRITON	Evergreen	2016	14,424	^(*)^	March 2026
2	TITAN^(ii)^	Evergreen	2016	14,424	^(*)^	April 2026
3	TALOS^(ii)^	Evergreen	2016	14,424	^(*)^	July 2026
4	TAURUS^(ii)^	Evergreen	2016	14,424	^(*)^	August 2026
5	THESEUS^(ii)^	Evergreen	2016	14,424	^(*)^	August 2026
6	YM TRIUMPH^(ii)^	Yang Ming	2020	12,690	^(*)^	May 2030
7	YM TRUTH^(ii)^	Yang Ming	2020	12,690	^(*)^	May 2030
8	YM TOTALITY^(ii)^	Yang Ming	2020	12,690	^(*)^	July 2030
9	YM TARGET^(ii)^	Yang Ming	2021	12,690	^(*)^	November 2030
10	YM TIPTOP^(ii)^	Yang Ming	2021	12,690	^(*)^	March 2031
11	CAPE AKRITAS	MSC	2016	11,010	33,000	^^August 2031
12	CAPE TAINARO	MSC	2017	11,010	33,000	April 2031
13	CAPE KORTIA	MSC	2017	11,010	33,000	August 2031
14	CAPE SOUNIO	MSC	2017	11,010	33,000	April 2031
15	CAPE ARTEMISIO	Hapag Lloyd / ^(*)^	2017	11,010	36,650 / ^(*)^	March 2030^(3)^
16	ZIM SHANGHAI (ex. COSCO GUANGZHOU)	ZIM	2006	9,469	72,700	July 2025
17	ZIM YANTIAN (ex. COSCO NINGBO)	ZIM	2006	9,469	72,700	June 2025
18	YANTIAN	COSCO	2006	9,469	39,600	February 2024
19	COSCO HELLAS	COSCO	2006	9,469	39,600	February 2024
20	BEIJING	COSCO	2006	9,469	39,600	March 2024
21	MSC AZOV	MSC	2014	9,403	46,300	December 2026^(4)^
22	MSC AMALFI	MSC	2014	9,403	46,300	March 2027^(5)^
23	MSC AJACCIO	MSC	2014	9,403	46,300	February 2027^(6)^
24	MSC ATHENS	MSC	2013	8,827	35,300	January 2026
25	MSC ATHOS	MSC	2013	8,827	35,300	February 2026
26	VALOR	Hapag Lloyd / ^(*)^	2013	8,827	32,400 / ^(*)^	April 2030^(7)^
27	VALUE	Hapag Lloyd / ^(*)^	2013	8,827	32,400 / ^(*)^	April 2030^(8)^

28	VALIANT	Hapag Lloyd / ^(*)^	2013	8,827	32,400 / ^(*)^	June 2030^(9)^
29	VALENCE	Hapag Lloyd / ^(*)^	2013	8,827	32,400 / ^(*)^	July 2030^(10)^
30	VANTAGE	Hapag Lloyd / ^(*)^	2013	8,827	32,400 / ^(*)^	September 2030^(11)^
31	NAVARINO	MSC/ ^(*)^	2010	8,531	31,000 / ^(*)^	March 2029^(12)^
32	MAERSK KLEVEN	Maersk/MSC	1996	8,044	25,000/41,500	June 2026^(13)^
33	MAERSK KOTKA	Maersk/MSC	1996	8,044	25,000/41,500	June 2026^(13)^
34	MAERSK KOWLOON	Maersk	2005	7,471	18,500	August 2025
35	KURE	COSCO/MSC	1996	7,403	31,000/41,500	May 2026^(14)^
36	METHONI	Maersk	2003	6,724	46,500	August 2026
37	PORTO CHELI	Maersk	2001	6,712	30,075	June 2026
38	ZIM TAMPA	ZIM	2000	6,648	45,000	July 2025
39	ZIM VIETNAM (ex. MAERSK KOLKATA)	ZIM	2003	6,644	53,000	October 2025
40	ZIM AMERICA (ex. MAERSK KINGSTON)	ZIM	2003	6,644	53,000	October 2025
41	ARIES	^(*)^	2004	6,492	58,500	March 2026
42	ARGUS	^()^/ ^/()^	2004	6,492	^(*)^/58,500	April 2026^(15)^
43	PORTO KAGIO	Maersk	2002	5,908	28,822	June 2026
44	GLEN CANYON	ZIM	2006	5,642	62,500	June 2025
45	PORTO GERMENO	Maersk	2002	5,570	28,822	June 2026
46	LEONIDIO	Maersk	2014	4,957	14,200	December 2024^(16)^
47	KYPARISSIA	Maersk	2014	4,957	14,200	November 2024^(16)^
48	MEGALOPOLIS	Maersk	2013	4,957	13,500	July 2025^(17)^
49	MARATHOPOLIS	Maersk	2013	4,957	13,500	July 2025^(17)^
50	OAKLAND	CMA CGM	2000	4,890	21,000	May 2023
51	GIALOVA	ZIM	2009	4,578	25,500	April 2024
52	DYROS	Maersk	2008	4,578	22,750	January 2024
53	NORFOLK	Maersk	2009	4,259	30,000	May 2023
54	VULPECULA	OOCL/ZIM	2010	4,258	22,700/43,250 (on average)	April 2028^(18)^
55	VOLANS	ZIM	2010	4,258	24,250	April 2024
56	VIRGO	Maersk	2009	4,258	30,200	February 2024
57	VELA	OOCL/ZIM	2009	4,258	22,700/43,250 (on average)	April 2028^(19)^
58	ANDROUSA	Maersk	2010	4,256	22,750	May 2023
59	NEOKASTRO	CMA CGM	2011	4,178	39,000	February 2027
60	ULSAN	Maersk	2002	4,132	34,730	January 2026
61	POLAR ARGENTINA^(i)(ii)^	Maersk	2018	3,800	19,700	October 2024^(20)^
62	POLAR BRASIL^(i)(ii)^	Maersk	2018	3,800	19,700	January 2025^(20)^
63	LAKONIA	COSCO	2004	2,586	26,500	March 2025
64	SCORPIUS	Hapag Lloyd	2007	2,572	17,750	June 2023
65	ETOILE	^()^/^()^	2005	2,556	^()^/^()^	April 2026^(21)^
66	AREOPOLIS	COSCO	2000	2,474	26,500	April 2025
67	MONEMVASIA^(i)^	CMA CGM	1998	2,472	17,300	May 2023
68	ARKADIA^(i)^	Swire Shipping	2001	1,550	14,250	February 2024^(22)^
69	MICHIGAN	MSC / ^(*)^	2008	1,300	18,700 / ^(*)^	October 2025^(23)^
70	TRADER	^()^/^()^	2008	1,300	^()^/^()^	October 2026^(24)^
71	LUEBECK	MSC / ^(*)^	2001	1,078	15,000 / ^(*)^	April 2026^(25)^

(1)	Daily charter rates are gross, unless stated otherwise. Amounts set out for current daily charter rate are the amounts contained in the charter contracts.
(2)	Charter terms and expiration dates are based on the earliest date charters (unless otherwise noted) could expire.
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(3)	Cape Artemisio is currently chartered to Hapag Lloyd at a daily rate of $36,650 until March 12, 2025 at the earliest. Upon redelivery of the vessel from<br> Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an undisclosed rate.
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(4)	This charter rate will be earned by MSC Azov until December 2, 2023. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
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(5)	This charter rate will be earned by MSC Amalfi until March 16, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
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(6)	This charter rate will be earned by MSC Ajaccio until February 1, 2024. From the aforementioned date until the expiry of the charter, the daily rate will be $35,300.
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(7)	Valor is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 3, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an<br> undisclosed rate.
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(8)	Value is currently chartered to Hapag Lloyd at a daily rate of $32,400 until April 25, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an<br> undisclosed rate.
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(9)	Valiant is currently chartered to Hapag Lloyd at a daily rate of $32,400 until June 5, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an<br> undisclosed rate.
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(10)	Valence is currently chartered to Hapag Lloyd at a daily rate of $32,400 until July 3, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an<br> undisclosed rate.
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(11)	Vantage is currently chartered to Hapag Lloyd at a daily rate of $32,400 until September 8, 2025 at the earliest. Upon redelivery of the vessel from Hapag Lloyd the vessel will commence a new charter with a leading liner company for a period of 60 to 64 months at an<br> undisclosed rate.
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(12)	Navarino is currently chartered to MSC at a daily rate of $31,000 until March 1, 2025 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading liner company for a period of 48 to 52 months at an<br> undisclosed rate.
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(13)	The current daily rate of each of Maersk Kleven and Maersk Kotka is a base rate of $17,000, adjusted pursuant to the terms of a 50:50 profit/loss<br> sharing mechanism based on market conditions with a minimum charter rate of $12,000 and a maximum charter rate of $25,000. Upon redelivery of each vessel from Maersk between June 2023 and October<br> 2023, each vessel will commence a new charter with MSC for a period of 36 to 38 months at a fixed daily rate of $41,500.
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(14)	Upon redelivery of Kure from COSCO between May 2023 and July 2023, the vessel will commence a new charter with MSC<br> for a period of 36 to 38 months at a daily rate of $41,500. Until then the daily charter rate will be $31,000.
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(15)	Vessel’s daily charter rate will be $58,500 from April 2023. Until then the vessel is chartered at an undisclosed rate.
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(16)	Charterer has the option to extend the current time charter for an additional period of 12 to 24 months at a daily rate of $17,000.
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(17)	Charterer has the option to extend the current time charter for an additional period of approximately 24 months at a daily rate of $14,500.
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(18)	Vulpecula is currently chartered to OOCL at a daily rate of $22,700. Upon redelivery of the vessel from OOCL<br> in April 2023 (earliest estimated redelivery date per charterparty terms) the vessel will commence a new charter with ZIM for a period of 60 to 64 months at a daily rate of $43,250, on average.<br> The daily rate is $99,000 for the first 12 month period beginning February 2023, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the charter.
(19)	Vela is currently chartered to OOCL at a daily rate of $22,700. Upon redelivery of the vessel from OOCL in April 2023 (charterers have tendered redelivery notice) the vessel will commence a new charter with ZIM for a period of 60 to 64 months at a daily<br> rate of $43,250, on average. The daily rate will be $99,000 for the first 12 month period beginning January 2023, $91,250 for the second 12 month period, $10,000 for the third 12 month period and $8,000 for the remaining duration of the<br> charter.
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(20)	Charterer has the option to extend the current time charter for three additional one-year periods at a daily rate of $21,000.
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(21)	Etoile is currently chartered at an undisclosed rate until April 2023 at the earliest. Upon redelivery of the vessel from its current charterer the vessel will commence a new charter with a<br> leading liner company for a period of 36 to 39 months at an undisclosed rate.
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(22)	This charter rate will be earned by Arkadia from May 5, 2023. Until then the daily rate will be $21,500.
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(23)	Michigan is currently chartered to MSC at a daily rate of $18,700 until October 2023 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an<br> undisclosed rate.
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(24)	Trader is currently chartered at an undisclosed rate until October 1, 2024 at the earliest. Upon redelivery of the vessel from its current charterer the vessel will commence a new charter with a<br> leading liner company for a period of 24 to 26 months at an undisclosed rate.
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(25)	Luebeck is currently chartered to MSC at a daily rate of $15,000 until April 2024 at the earliest. Upon redelivery of the vessel from MSC the vessel will commence a new charter with a leading liner company for a period of 24 to 26 months at an<br> undisclosed rate.
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(i)	Denotes vessels acquired pursuant to the Framework Deed. The Company holds an equity interest of 49% in each of the vessel-owning companies.
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(ii)	Denotes vessels subject to a sale and leaseback transaction.
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(*)	Denotes charterer’s identity and/or current daily charter rates and/or charter expiration dates, which are treated as confidential.
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Our Dry Bulk Vessel Fleet

The tables below provide additional information, as of March 21, 2023, about our fleet of 45 dry bulk vessels, including two vessels we have agreed to sell. Each vessel is a dry bulk carrier, meaning it is a dedicated dry bulk vessel.

Current Dry Bulk Fleet

	Vessel Name	Year Built	Capacity<br><br> <br>(DWT)
1	AEOLIAN	2012	83,478
2	GRENETA	2010	82,166
3	HYDRUS	2011	81,601
4	PHOENIX	2012	81,569
5	BUILDER	2012	81,541
6	FARMER	2012	81,541
7	SAUVAN	2010	79,700
8	ROSE	2008	76,619
9	MERCHIA	2015	63,800
10	SEABIRD	2016	63,553
11	DAWN	2018	63,530
12	ORION	2015	63,473
13	DAMON	2012	63,227
14	TITAN I	2009	58,090
15	ERACLE	2012	58,018
16	PYTHIAS	2010	58,018
17	NORMA	2010	58,018
18	ORACLE	2009	57,970
19	CURACAO	2011	57,937
20	URUGUAY	2011	57,937
21	ATHENA	2012	57,809
22	SERENA	2010	57,266
23	LIBRA	2010	56,729
24	PEGASUS	2011	56,726
25	MERIDA	2012	56,670
26	CLARA	2008	56,557
27	PEACE	2006	55,709
28	PRIDE	2006	55,705
29	BERMONDI	2009	55,469
30	COMITY	2010	37,302
31	VERITY	2012	37,163
32	PARITY	2012	37,152
33	ACUITY	2011	37,149
34	EQUITY	2013	37,071
35	DISCOVERY	2012	37,019
36	TAIBO^(i)^	2011	35,112
37	BERNIS	2011	34,627
38	MANZANILLO	2010	34,426
39	ADVENTURE	2011	33,755
40	ALLIANCE	2012	33,751
41	CETUS	2010	32,527
42	PROGRESS	2011	32,400
43	MINER^(i)^	2010	32,300
44	KONSTANTINOS	2012	32,178
45	RESOURCE	2010	31,776
(i)	Denotes vessel that we have agreed to sell.
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Framework Deed

Four of our 71 containerships in the water have been acquired pursuant to the Framework Deed dated May 15, 2013 (the “Original Framework Deed”), as amended and restated on May 18, 2015 and as further amended on June 12, 2018 (the “Framework Deed”), between the Company and its wholly-owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), on the one hand, and York Capital Management Global Advisors LLC and an affiliated fund (collectively, “York”), on the other, by vessel-owning joint venture entities in which we hold a minority equity interest (any such entity, referred to as a “Joint Venture entity”, and any such jointly-owned vessel, referred to as a “Joint Venture vessel”).

Under the Framework Deed, we have agreed with York to jointly invest in newbuild and secondhand container vessels through jointly held companies. Costamare Shipping provides ship-management services to the Joint Venture vessels, with the right to subcontract to V.Ships Greece. After acquiring a number of both newbuild and secondhand container vessels, the commitment period of the Framework Deed ended on May 15, 2020. The Framework Deed itself will terminate on May 15, 2024 or upon the occurrence of certain extraordinary events. At that time, Costamare Ventures can elect to divide the vessels owned by all such Joint Venture entities between itself and York to reflect their cumulative participation in all such entities. We account for the entities formed under the Framework Deed as equity investments.

Joint Venture entities currently own four vessels, totaling approximately 11,622 TEU. The Company holds an equity interest of 49% in each of the Joint Venture entities.

Chartering of Our Fleet

Container vessels: We aim to deploy our containership fleet principally under long-term, fixed-rate time charters with leading liner companies that operate

        on regularly scheduled routes between large commercial ports. As of March 21, 2023, the average \(weighted by TEU capacity\) remaining time charter duration for our fleet of 71 containerships in the water \(including the four vessels acquired
        pursuant to the Framework Deed\), was approximately 4.2 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ 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. Under our time charters the charterer pays for most voyage expenses, which generally include, among other things, fuel costs, port and canal charges, pilotages, towages, agencies, commissions, extra war risks insurance and any other expenses related to the cargoes, and we pay for vessel operating expenses, which generally include, among other costs, costs for crewing, provisions, stores, lubricants, insurance, maintenance and repairs, dry-docking and intermediate and special surveys.

Dry bulk vessels: Dry bulk vessels are ordinarily chartered either through a voyage charter or a time charter. Under a voyage charter, the owner agrees to

      provide a vessel for the transport of dry bulk cargo between specific ports in return for the payment of an agreed freight rate per ton of dry bulk cargo or an agreed dollar lump-sum amount. Voyage costs, such as canal and port charges and bunker
      expenses, are the responsibility of the owner. Currently our chartering policy is to employ our vessels primarily on short-term time charters, which provides us the flexibility to capitalize on any favorable changes in the dry bulk charter rate
      environment.  We will continue to monitor developments in the dry bulk shipping market and, based on market conditions, we may employ our vessels with a mix of short-, medium- and long-term time charters and voyage charters. We believe this
      policy allows us to obtain attractive charter hire rates for our vessels, while also affording us flexibility to take advantage of a rising charter rate environment without limiting potential upside should the strong market conditions continue.

Our Customers

For our containership fleet, our customers include many of the leading international liner companies, including the current charterers A.P. Moller- Maersk, CMA CGM, COSCO, Evergreen, Hapag Lloyd, MSC, Yang Ming, OOCL, Sealand Maersk Asia, Swire Shipping and ZIM. A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO together represented 93%, 86% and 85% of our containership revenue in 2020, 2021 and 2022, respectively.

While we currently charter our dry bulk vessels primarily for short term tenors with first-class dry bulk charterers, we aim to establish relationships with some of the world’s leading agricultural, mining, manufacturing and commodity trading companies as well as diversified shipping companies. We aim to maintain a diversified group of customers.

Management of Our Fleet

Costamare Shipping serves as the head manager for our containerships and dry bulk fleet and provides us with commercial, technical and other management services pursuant to the Framework Agreement and separate ship management agreements with the relevant vessel-owning subsidiaries. Costamare Shipping is a ship management company established in 1974 and is controlled by our chairman and chief executive officer. Costamare Shipping has over 45 years of experience in managing vessels of various types and sizes, developing specifications for newbuild containerships and supervising the construction of such newbuild vessels in reputable shipyards in the Far East. Costamare Shipping has long established relationships with major liner companies, financial institutions and suppliers and we believe is recognized in the international shipping industry as a leading containership manager.

Costamare Shipping may subcontract certain of its obligations to affiliated managers or to V.Ships Greece or, subject to our consent, to other third party managers or direct that such affiliated or third party managers enter into a direct ship-management contract with the relevant vessel-owning subsidiary. Additionally, our third-party managers may, at our request or subject to our consent, subcontract certain services to certain of their affiliates having regard, for instance, to the nationality of the crew or the area of operations of our vessels. As discussed below, these arrangements will not result in any increase in the aggregate amount of management fees we pay. In return for these services, we pay the management fees described below in this section. Costamare Shipping, itself or together with our third-party managers, V.Ships Greece, Vinnen, HanseContor, BSM and FML, provides our fleet with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting, insurance and administrative services pursuant to separate ship-management agreements between each of our vessel- owning subsidiaries and Costamare Shipping and, in certain cases, the relevant sub-manager. V.Ships Greece will at our direction subcontract certain services to and enter into a relevant sub-management agreement with V.Ships Shanghai.

In 2013, Costamare Shipping entered into a Co-operation Agreement with V.Ships Greece, a member of V.Group, one of the largest providers of ship-management services worldwide, pursuant to which the two companies established the Cell within V.Ships Greece to provide management services to certain of our containerships. The Cell also offered ship-management services to third-party owners, including Joint Venture vessels in our fleet. Costamare Shipping had certain control rights regarding the employment and dismissal of the Cell’s personnel, the appointment of the Cell’s senior managers and the management of vessels owned by third parties. Costamare Shipping and V.Ships Greece terminated the Co-operation Agreement on October 16, 2020, whereupon V.Ships Greece remained as manager of the Company’s containerships previously managed under the Cell.

Shanghai Costamare was established in February 2005 and was initially owned (indirectly) 70% by our chairman and chief executive officer. Shanghai Costamare was established to service the needs of our fleet of containerships when operating in the Far East and South East Asia regions in an efficient and cost-effective manner by providing, among other services, manning services in China, and a valuable interface with Chinese shipyards, charterers, shipowners, financial institutions and containership service providers. Shanghai Costamare provided these services for a fixed daily fee, pursuant to separate ship-management agreements between Costamare Shipping and Shanghai Costamare. On October 16, 2020, it was agreed that Shanghai Costamare would terminate operations and transfer its personnel and vessels under management to V.Ships Shanghai. V.Ships Greece took over the management of the Company’s containerships previously managed by Shanghai Costamare, and appointed V.Ships Shanghai as sub- manager of the containerships. The last containership was transferred to the management of V.Ships Greece/V.Ships Shanghai on January 8, 2021, whereupon Shanghai Costamare terminated operations.

On January 1, 2018, Costamare Shipping entered into the Brokerage Agreement with Blue Net, as amended from time to time. Blue Net provides chartering brokerage services to our containerships and the containerships acquired pursuant to the Framework Deed, as well as to other third party containerships. Our chairman and chief executive officer, Konstantinos Konstantakopoulos, indirectly controls 50% of Blue Net. We believe that the appointment of Blue Net allows us to improve the charter rates at which we charter our containerships. Until August 2021 Blue Net also provided chartering brokerage services in exchange for a fee to all the vessels belonging to a chartering pool which included one of our containerships. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of the owners of five containerships it manages, to pay Blue Net Asia, a company indirectly 50% controlled by our chairman and chief executive officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by Blue Net Asia for those five vessels. Blue Net does not provide its services to the five vessels for which charter brokerage services are being provided by Blue Net Asia.

Costamare Services is a service provider which was established in May 2015 and is controlled by our chairman and chief executive officer and members of his family. Costamare Services builds on the long-running relationships established by Costamare Shipping with our charterers. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement.

Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the services provided by Costamare Shipping and Costamare Services. Costamare Shipping and Costamare Services report to our board of directors through our chairman and chief executive officer and our chief financial officer, each of whom is appointed by our board of directors.

Having multiple management companies provides us with a deep pool of operational management in multiple locations with market-specific experience and relationships, as well as the geographic flexibility needed to manage and crew our large and diverse fleet so as to provide a high level of service, while remaining cost-effective. For example, V.Ships Shanghai mostly employs Chinese nationals with the language skills and local knowledge we believe are necessary to establish and grow meaningful relationships with Chinese Charterers and suppliers.

We believe that our managers are well regarded in the industry and use state-of-the-art practices and technological advancement to maximize the efficiency of the operation of our fleet of containerships and dry bulk vessels. ISM certification is in place for our fleet of containerships and dry bulk vessels as well as their respective managers. Costamare Shipping and V.Ships Greece are also certified in accordance with ISO 9001-2008 and ISO 14001-2004 relating to quality management and environmental standards. In 2013, the Company received the Lloyd’s List Greek shipping award for Dry Cargo Company of the Year. Costamare Shipping received that same award in 2004. Additionally, in 2014, the Company received the Lloyd’s List Company of the Year award.

As of March 21, 2023,

•	Costamare Shipping provided commercial and insurance services to all of our containerships and dry bulk vessels, including vessels acquired pursuant to the Framework Deed, as well as technical, crewing,<br> provisioning, bunkering, sale and purchase and accounting services to 25 of our containerships;
•	V.Ships Greece provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 23 of our containerships, including two Joint Venture vessels, and 27 of our dry bulk vessels;
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•	V.Ships Shanghai provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 12 of our containerships including two Joint Venture vessels, and two of our dry bulk vessels;
•	Vinnen provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to five of our containerships;
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•	HanseContor provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our containerships;
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•	BSM provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to 10 of our dry bulk vessels; and
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•	FML provided technical, crewing, provisioning, bunkering, sale and purchase and accounting services to six of our dry bulk vessels.
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Costamare Shipping has agreed that during the term of the Framework Agreement, it will not provide any management services to any entity other than our subsidiaries, entities established pursuant to the Framework Deed and entities affiliated with our chairman and chief executive officer or his family, without our prior written approval, which we may provide under certain circumstances. Currently, Costamare Shipping provides management services to one container vessel and one dry bulk vessel privately owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos. Costamare Services has agreed that during the term of the Services Agreement, it will not provide services to any entity other than our subsidiaries, entities established pursuant to the Framework Deed and entities affiliated with our chairman and chief executive officer or his family, without our prior written approval. Currently, Costamare Services provides post fixture services in respect of one container vessel privately owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos. V.Ships Greece, V.Ships Shanghai, HanseContor, Blue Net, Blue Net Asia, BSM and FML provide and actively seek to provide services to third parties, and Vinnen provides services to container vessels related to their owners.

Under the restrictive covenant agreement between the Company and Konstantinos Konstantakopoulos, during the period of his employment or service with the Company and for six months thereafter, he has agreed to restrictions on his ownership of any containerships and dry bulk vessels or the acquisition, investment in or control of any business involved in the ownership or operation of containerships or dry bulk vessels, subject to certain exceptions. Konstantinos Konstantakopoulos has also agreed that if one of our vessels and a vessel majority owned by him are both available and meet the criteria for an available charter, our vessel will receive such charter. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Restrictive Covenant Agreements”.

In the event that Costamare Shipping or Costamare Services decide to delegate certain or all of the services they have agreed to perform under the Framework Agreement or the Services Agreement, respectively, either through (i) subcontracting to a sub-manager or sub-provider or (ii) by directing such sub-manager or sub-provider to enter into a direct agreement with the relevant vessel-owning subsidiary, then, in the case of subcontracting under (i), Costamare Shipping or Costamare Services, as applicable, will be responsible for paying the fee charged by the relevant sub-manager or sub-provider for providing such services and, in the case of a direct agreement under (ii), the fee received by Costamare Shipping or Costamare Services, as applicable, will be reduced by the fee payable to the sub-manager or sub-provider under the relevant direct agreement. As a result, these arrangements will not result in any increase in the aggregate management fees and services fees that we pay. In addition to management fees, we pay for any capital expenditures, financial costs, operating expenses and any general and administrative expenses, including payments to third parties, including specialist providers, in accordance with the Framework Agreement and the relevant separate ship-management agreements or supervision agreements.

Costamare Shipping received in 2022 and 2021 a fee of $1,020 and $956 per day pro-rated for the calendar days we own each vessel, respectively. This fee is reduced to $510 per day ($478 in 2021) in the case of any vessel subject to a bareboat charter. We will also pay to Costamare Shipping a flat fee of $839,988 ($787,405 for 2021) per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2022 and 2021 a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2022 and 2021 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 ($625,000 for 2021) and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2023. During the year ended December 31, 2021, Costamare Shipping received in total an ad hoc fee from a third-party ship broker of $3,472,399 for its participation in arranging and negotiating five newbuilding contracts. Over the construction period of these vessels, which have been delivered, Costamare Shipping received on average an ad hoc fee of $992,114 per vessel. During the year ended December 31, 2022 and December 31, 2021, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed $1.8 million and $2.8 million, respectively, for services provided in accordance with the relevant management agreements. For the years ended December 31, 2022 and December 31, 2021, we paid aggregate fees of $2.7 million and $2.5 million, respectively and for each of the years ended December 31, 2022 and 2021, we issued in aggregate 598,400 shares to Costamare Services under the Services Agreement.

On December 31, 2022, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period and will automatically renew for two more consecutive one-year periods until December 31, 2025, at which point the Framework Agreement and the Services Agreement will expire. The daily fee for each vessel and the supervision fee in respect of each vessel under construction payable to Costamare Shipping under the Framework Agreement and the quarterly fee payable to Costamare Services under the Services Agreement (other than the portion of the fee in clause (ii) above which is calculated on the basis of our share price) will be annually adjusted to reflect any strengthening of the Euro against the U.S. dollar of more than 5% per year and/or material unforeseen cost increases. We are able to terminate the Framework Agreement or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above. Information about other termination events under the Management Agreements is set forth in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements—Term and Termination Rights”.

Pursuant to the terms of the Framework Agreement, the separate ship-management agreements, the supervision agreements and the Services Agreement, liability of Costamare Shipping and Costamare Services to us is limited to instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services. Further, we are required to indemnify Costamare Shipping and Costamare Services for liabilities incurred by them in performance of the Framework Agreement, separate ship-management agreements, supervision agreements and the Services Agreement respectively, in each case except in instances of gross negligence or willful misconduct on the part of Costamare Shipping or Costamare Services.

Competition

We operate in markets that are highly competitive and based primarily on supply and demand. Generally, we compete for charters based upon charter rate, customer relationships, operating expertise, professional reputation and vessel specifications, size, age and condition. Competition for providing containership and dry bulk services comes from a number of experienced shipping companies. In addition, in recent years, there have been other entrants in the market, such as leasing companies and private equity firms who have significant capital to invest in vessel ownership, which has provided for additional competition in both sectors.

Containership vessels: Participants in the container shipping industry include “liner” shipping companies, who operate container shipping services and own

      containerships, containership owners, often known as “charter owners”, who own containerships and charter them out to liner companies, and shippers who require the seaborne movement of containerized goods. Historically, a significant share of the
      world’s containership capacity has been owned by the liner companies, but since the 1990s, there has been a trend for the liner companies to charter-in a larger proportion of the capacity that they operate as a way of retaining some degree of
      flexibility with regard to capital spending levels over time given the significant costs associated with purchasing vessels.

We believe that the containership sector of the international shipping industry is characterized by the significant time required to develop the operating expertise and professional reputation necessary to obtain and retain customers. We believe that our development of a large fleet of containerships with varying TEU capacities has enhanced our relationship with our principal charterers by enabling them to serve the East-West, North-South and Intra-regional trade routes efficiently, while enabling us to operate in the different rate environments prevailing for those routes. We also believe that our focus on customer service and reliability enhances our relationships with our charterers. In the past decade, we have had successful chartering relationships with the majority of the top 20 liner companies by TEU capacity.

In the past, we have been able to address the periodic scarcity of secondhand containerships available for acquisition in the open market though the acquisition of containerships mainly from our liner company customers in privately negotiated sales. In connection with these acquisitions, we then typically charter back the vessels to these customers. We believe we have been able to pursue these privately negotiated acquisitions because of our long-standing customer relations, which we do not believe new entrants have.

Dry bulk vessels: Unlike the containership sector, ownership of dry bulk vessels is highly fragmented with approximately 12,700 vessels in the global

      fleet. The largest dry bulk vessel owner group is China COSCO Shipping, with a fleet of 337 vessels with an aggregate carrying capacity of approximately 37.7 million dwt, while the rest of the top 5 in terms of total dwt capacity is comprised of
      Japan’s NYK \(216 vessels with an aggregate carrying capacity of approximately 24.3 million dwt\), Norway’s Fredriksen Group \(110 vessels with an aggregate carrying capacity of approximately 14.8 million dwt\), China Merchants Group \(132 vessels
      with an aggregate carrying capacity of approximately 14.2 million dwt\) and Greece’s Star Bulk Carriers \(128 vessels with an aggregate carrying capacity of approximately 14.1 million dwt\).

Crewing and Shore Employees

We have three shore-based officers, our chairman and chief executive officer, our chief financial officer and our general counsel and secretary. We do not pay any compensation to our officers for their services as officers. Our officers are employed by and receive compensation for their services from Costamare Shipping and/or Costamare Services. Our chief financial officer is also employed by and receives compensation for his services from Costamare Bulkers. As of December 31, 2022, Costamare Shipping and Costamare Services employed approximately 160 shore-based employees in total and approximately 2,700 seafarers were serving on our vessels, including vessels acquired under the Framework Deed. As of December 31, 2022, Costamare Bulkers had three shore-based employees, of which one was also employed by Costamare Services. Our managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships and dry bulk vessels that they manage. We believe the streamlining of crewing arrangements through our managers ensures that all of our vessels will be crewed with experienced crews that have the qualifications and licenses required by international regulations and shipping conventions. We have not experienced any material work stoppages due to labor disagreements during the past three years.

Seasonality

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter to quarter volatility in our operating results. In particular, the containership market is typically stronger in the third quarter of the year in anticipation of the holiday season while the dry bulk market is typically stronger in the fall in anticipation of increased consumption of coal in the northern hemisphere during the winter months and the grain export season from North America and 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. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling and supplies of certain commodities.

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 (exclusive of cargo-specific documentation, for which charterers or shippers are responsible). 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.

Our Dry Bulk Operating Platform

Chartering-in/out

In 2022, the Company formed a dry bulk operating platform to charter-in/out dry bulk vessels, enter into contracts of affreightment, forward freight agreements and utilize hedging solutions, shifting to an active approach in order to improve margins, grow its network of customers and afford it the flexibility to take advantage of favorable market conditions in the dry bulk physical and derivative freight markets. We expanded our presence globally with the establishment of offices in Athens and Monaco and by contracting with agencies in Copenhagen, Hamburg and Singapore. We aim to charter-in vessels from reputable shipowners and subsequently employ the vessels on a voyage charter or sub time charter basis with third party charterers. As a result, we have been fixing an increasing number of vessels on voyage charters and we have been entering in contracts of affreightment directly with cargo providers. We believe that our dry bulk operating platform provides added flexibility to changing market conditions and generates synergies with our dry bulk fleet.

Forward Freight Agreements and Other Derivative Products

We aim to utilize forward freight agreements to establish market positions or to hedge our exposure on chartered-in vessels. We also aim to use bunker swaps to hedge our exposure to bunker prices. As of December 31, 2022, we have entered into a number of forward freight agreements and a bunker swap for a notional amount of $3.3 million in the aggregate.

Our Counterparties

We aim to charter-in dry bulk vessels from reputable shipowners around the world, that own vessels which meet our trading and specifications criteria.

With our chartered-in fleet, we aim to provide freight services to a wide base of customers by transporting dry bulk commodities worldwide. Our customers include agricultural, mining, manufacturing and commodity trading companies as well as diversified shipping companies.

Through our global presence we aim to develop long-lasting relationships both with shipowners and customers, in order to ensure continuous access to suitable vessels and cargoes.

Agency Companies

Costamare Bulkers receives chartering, cargo sourcing and/or research services from agencies in Copenhagen, Hamburg and Singapore which are directly or indirectly controlled by our chairman and chief executive officer, Konstantinos Konstantakopoulos.

Shore Employees

As of December 31, 2022, Costamare Bulkers had three shore-based employees of which one was also employed by Costamare Services.

Risk of Loss and Liability Insurance

General

The operation of any vessel includes risks such as mechanical failure, collision, property loss or damage, cargo loss or damage and business interruption due to a number of reasons, including political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, as well as other liabilities arising from owning and operating vessels in international trade. The U.S. Oil Pollution Act of 1990 (“OPA 90”), which imposes under certain circumstances, 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 shipowners and operators trading in the United States market.

We maintain hull and machinery marine risks insurance and hull and machinery and loss of hire war risks insurance for our fleet of containerships and dry bulk vessels to cover normal risks in our operations and in amounts that we believe to be prudent to cover such risks. In addition, we maintain protection and indemnity insurance up to the maximum insurable limit available at any given time. While we believe that our insurance coverage will be adequate, not all risks can be insured, and there can be no guarantee that we will always be able to obtain adequate insurance coverage at reasonable rates or at all, or that any specific claim we may make under our insurance coverage will be paid. In addition, our insurers may not be contractually obligated or may be prohibited from posting security or covering costs or losses associated with certain incidents (for example, casualties in sanctioned locations like Iran).

Hull & Machinery Marine Risks Insurance, Hull & Machinery War Risks Insurance and Loss of Hire Insurance

We maintain hull and machinery marine risks insurance and hull and machinery war risks insurance, which cover the risk of particular average, general average, 4/4ths collision liability and actual or constructive total loss in accordance with the Institute Time Clauses - Hulls – 1.10.83, except for the war risk insurance, which is in accordance with the rules of the Hellenic Mutual War Risks Association (Bermuda) Ltd. Each of our vessels is insured up to what we believe to be at least its fair market value, after meeting certain deductibles.

We do not and will not obtain loss of hire insurance (or any other kind of business interruption insurance) covering the loss of revenue during off-hire periods, other than due to war risks, for any of our vessels because we believe that this type of coverage is not economical and is of limited value to us, in part because historically our vessels have had a very limited number of off-hire days.

Protection and Indemnity Insurance—Pollution Coverage

Protection and indemnity insurance is usually provided by a protection and indemnity association (a “P&I association”) and covers third-party liability, crew liability and other related expenses resulting from the injury or death of crew, passengers and other third parties, the loss or damage to cargo, third-party claims arising from collisions with other vessels (to the extent not recovered by the hull and machinery policies), damage to other third-party property, pollution arising from oil or other substances and salvage, towing and other related costs, including wreck removal.

Our protection and indemnity insurance is provided by a P&I association which is a member of the International Group of P&I Clubs (“International Group”). The 12 P&I associations that comprise the International Group insure approximately 90% of the world’s commercial blue-water tonnage and have entered into a pooling agreement to reinsure each association’s liabilities. Insurance provided by a P&I association is a form of mutual indemnity insurance.

Our protection and indemnity insurance coverage is currently subject to a limit of about $1 billion per vessel per incident for pollution.

As a member of a P&I association, which is a member of the International Group, we will be 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 P&I association of which we are a member.

Freight Demurrage & Defence Insurance

We maintain legal and associated costs insurance (“FD&D”) for our fleet of dry bulk vessels through a member of the International Group. FD&D insurance provides cover for legal and associated costs incurred in disputes arising in connection with the owning and operating of the covered vessel. The disputed sum itself is not insured. Costs include legal fees but may also include, for example, surveyor’s and expert’s fees incurred either in bringing or for defending a claim. Disputes under charterparties are the most common type of claim that is covered, but cover is also provided for other types of disputes.

Charterers’ Liability Insurance

We maintain Charterers’ Liability Cover through a P&I association which is a member of the International Group, subject to a limit of $500 million per event. This cover includes protection and indemnity insurance, FD&D insurance, war risks and extended liability cover (“ELC”). ELC is an additional layer of cover for onerous contractual liabilities not covered under the ordinary protection and indemnity policy. We also maintain bunkers insurance, which extends the ambit of the protection and indemnity coverage to include the bunkers carried on board.

Inspection by Classification Societies

Every seagoing 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 of the classification society and complies with applicable rules and regulations of the vessel’s country of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes on 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 and/or to the regulations of the country concerned.

For maintenance of the class, regular and occasional surveys of hull and machinery, including the electrical plant and any special equipment classed, are required to be performed as follows:

Annual Surveys. For seagoing ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where applicable, on

      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 two and one-half years after commissioning

      and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. According to the type and age of the ship, the examinations of the hull may be supplemented by thickness measurements as
      specified in the classification society’s rules and as deemed necessary by the attending surveyor.

Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out on the ship’s hull and machinery, including the electrical

      plant, and on any special equipment classed at the intervals indicated by the character of classification for the ship. During the special survey, the vessel is thoroughly examined, including ultrasonic gauging to determine the thickness of the
      steel structures. Should the thickness be found to be less than class requirements, the classification society would prescribe steel renewals. Class renewal surveys/special surveys are carried out at five-year intervals. The special survey may be
      commenced at the fourth annual survey or between the fourth and fifth annual surveys. Consideration may be given by class, in exceptional circumstances, to granting an extension for a maximum period of three months after the due date. Substantial
      amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey arrangement at which ship’s hull and structure, equipment and systems are surveyed
      at five-year intervals, a shipowner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which survey items of the vessel are subject to separate surveys. This
      process is referred to as continuous class renewal. All areas subject to surveys as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals between surveys are otherwise
      prescribed. The period between two consecutive surveys of each area must not exceed five years.

All vessels are also required to be subject to bottom surveys and dry-docking for inspection of their underwater parts and for repairs related to such inspections. Two bottom surveys are required during each five-year period of the classification certificate and the interval between any two successive bottoms surveys is in no case to exceed 36 months. One bottom survey (dry-docking) shall be carried out in conjunction with the special survey. Every alternate bottom survey may be permitted afloat provided certain design conditions are met, except for dry bulk vessels exceeding 15 years of age, which are required to be dry-docked at least every two and a half years, in conjunction with the main class intermediate and the special surveys. If any defects are found, the classification surveyor will issue a “condition of class or memorandum” which must be rectified by the shipowner within prescribed time limits and at the latest during the next special survey.

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 members of IACS.

The following table lists the dates by which we expect to carry out the next dry-dockings and special surveys for the vessels in our current vessel fleets:

Dry-docking Schedule^(1)^

	2023	2024	2025	2026	2027
Number of Containerships	17	11	14	18	9
Number of Dry Bulk Vessels	7	5	13	13	15

(1)	Excludes one dry bulk vessel that we have agreed to sell and two containerships (Maersk Kalamata and Sealand Washington, that were sold in January and February 2023, respectively) that have been classified as<br> assets held for sale.

Environmental and Other Regulations

Government regulation significantly affects the ownership and operation of our vessels. We are subject to international conventions and national, port state and local laws and regulations applicable to international waters and/or territorial waters of the countries in which our vessels may operate or are registered, including laws and regulations governing the management and disposal of hazardous substances and wastes, the cleanup of oil spills and the management of other contamination, air emissions, grey water and ballast water management and climate change. These laws and regulations include Oil Pollution Act of 1990 (“OPA 90”), the U.S. Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Clean Water Act (“CWA”), the U.S. Clean Air Act (“CAA”) and regulations adopted by the IMO, including MARPOL and the International Convention for Safety of Life at Sea (“SOLAS”), as well as regulations enacted by the European Union and other international, national and local regulatory bodies. Compliance with these laws, regulations and other requirements necessitates significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of governmental and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities Port State Control (such as the U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers. Several 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 could require us to incur substantial costs or result in the temporary suspension of operation of one or more of our vessels in one or more ports.

Increasing environmental concerns have created a demand for vessels that conform to the strictest environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with U.S. and international regulations. Our affiliated managers and V.Ships Greece are certified in accordance with ISO 9001-2008 and ISO 14001-2004 (relating to quality management and environmental standards, respectively). Costamare Shipping is also certified to the environmental Standard ISO 50001-2011. We believe that operations of our vessels are in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates and other authorizations necessary for their operation.

IMO Requirements

Our vessels are subject to standards imposed by the IMO, the United Nations agency for maritime safety and the prevention of pollution by ships. The IMO has adopted regulations that are designed to reduce pollution in international waters, both from accidents and from routine operations, and has negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. For example, Annex VI to MARPOL sets limits on sulphur 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 sulphur content of fuel oil and introduces requirements for ships to collect data on fuel oil consumption and carbon dioxide emissions. The new mandatory data collection system is intended as the first in a three-step approach in which analysis of the data collected will provide the basis for an objective, transparent and inclusive policy debate in the Marine Environment Protection Committee (“MEPC”) of the IMO, under a roadmap (through 2023) for developing a comprehensive IMO strategy on reduction of GHG emissions from ships.

Amendments to Annex VI that were adopted in July 2010, and were phased in on January 1, 2020, seek to reduce air pollution from vessels by, among other things, establishing a series of progressive requirements to further limit the sulphur content of fuel oil and by establishing new tiers of nitrogen oxide emission standards for new marine diesel engines, depending on their date of installation. These requirements include a global sulphur cap of 0.5% m/m in 2020, which is a significant reduction from the 3.5% m/m global limit previously in place. Effective January 1, 2020, vessels must either be equipped with exhaust gas scrubbers, which allow the vessel to use the existing, less expensive, high sulphur content fuel, or have undertaken fuel system modification and tank cleaning, which allows the vessel to use more expensive, low sulphur fuel. From March 1, 2020, vessels not equipped with exhaust gas scrubbers cannot have high sulphur content fuel on board. We currently have exhaust gas scrubbers in 17 of our vessels (15 containerships and two dry bulk vessels). Presently, 18 of the 42 chartered-in through our dry bulk operating platform vessels are equipped with exhaust gas scrubbers. Vessels that do not have exhaust gas scrubbers installed are using low sulphur content fuel in compliance with applicable regulations.

Annex VI also provides for the establishment of special areas, known as Emission Control Areas, where more stringent controls on sulphur and other emissions apply. Currently, the Baltic Sea area, the North Sea area, certain coastal areas of North America (off of the United States and Canada) and the U.S. Caribbean Sea area (around Puerto Rico and the United States Virgin Islands) are designated as Emission Control Areas (“ECAs”), and additional ECAs could be established in the future. The IMO’s Marine Environment Protection Committee during its 70th session (MEPC 79), held from 12 to 16 December 2022, adopted amendments to MARPOL Annex VI to establish a Mediterranean Emission Control Area for sulphur oxides and particulate matter. The requirement will be the same as for the other sulphur ECAs, mandating the use of fuel oil with a sulphur content not exceeding 0.10% or the use of an exhaust gas cleaning system.

IMO nitrous oxide (NOx) Tier III requirements, the most demanding to date, took effect in North American and U.S. Caribbean ECAs from January 1, 2016 for vessels with a keel-laying date on or after January 1, 2016 and an engine output in excess of 130kW. For vessels constructed (keel-laying) on or after January 1, 2021 and operating in the Baltic Sea ECA or the North Sea ECA, any marine diesel engine installed with output in excess of 130 kW shall comply with the NOx Tier III standard. However, if other ECAs for NOx are implemented, the NOx Tier III requirements will not be retroactive and the Tier III emission limits for any new NOx ECAs (e.g., for the North Sea and Baltic Sea) will become applicable to vessels with keel-laying as of the date that the new NOx ECAs go into effect.

Amendments to MARPOL Annex VI, which entered into force on March 1, 2018, require ships of 5,000 gross tonnage and above to collect consumption data for each type of fuel they use, as well as additional data, including proxies for transport work. The aggregated data will be reported to the ship’s flag state (“Flag Administration”) on an annual basis. All our existing vessels have submitted to their Flag Administration the data required by regulation 22A of MARPOL Annex VI , covering ship operations for the years ended December 31, 2020 and 2021. The data was collected and reported in accordance with the methodology and processes set out in the vessels’ Ship Energy Efficiency Management Plan and the vessels are now carrying the relevant Statement of Compliance in accordance with the Fuel Oil Data Collection System. For the fourth reporting period, which is for the year ended December 2022, the necessary data will be submitted to each ship’s flag by March 31, 2023.

All our vessels are compliant in all material respects with current Annex VI requirements, however, if new ECAs are approved by the IMO or other new or more stringent air emission requirements are adopted by the IMO or the states where we expect to operate, compliance with these requirements could entail significant additional capital expenditures, operational changes or otherwise increase the costs of our operations.

Amendments to MARPOL Annex V (regulation for the prevention of pollution by garbage from ships) adopted at MEPC 70 entered into force on March 1, 2018. The changes include criteria for determining whether cargo residues are harmful to the marine environment, and a new Garbage Record Book format with a new garbage category for e-waste. Although all our existing vessels are compliant with MARPOL Annex V requirements, the amendments could cause us to incur additional operational costs for the handling of garbage produced on our fleet.

In addition, in 2011, the MEPC of the IMO adopted two sets of mandatory requirements to address GHG emissions from ships. The Energy Efficiency Design Index (“EEDI”) requires a minimum energy efficiency level per capacity mile and is applicable to new vessels, and the Ship Energy Efficiency Management Plan is applicable to currently operating vessels. The requirements entered into force in January 2013 and could cause us to incur additional compliance costs. The IMO is also considering the development of a market-based mechanism for greenhouse gas emissions from ships, but it is difficult to accurately predict the likelihood that such a standard might be adopted or its potential impact on our operations at that time.

As a result of the IMO’s continuous work to contribute to global efforts against climate change, an initial GHG reduction strategy was adopted in April 2018. This strategy has established levels of ambition for emissions reductions that are subject to ongoing reviews by the organization. The ambition levels have considered potential improvements on vessel design and operational performance as well as the immediate need to introduce low/zero carbon fuels. According to the established workplan, the IMO is scheduled to adopt a revised strategy with possibly higher level of ambitions, a stricter target in 2030 and a new target in 2024 at MEPC 80 in July 2023. The initial GHG strategy introduced a list of candidate short-term, mid-term and long-term measures to support the IMO’s ambition levels. Short-term measures include the evaluation and improvement of vessel energy efficiency requirements, the application of technical efficiency measures for existing ships and the introduction and regulation of carbon intensity for ships in operation.

Mid-term and long-term measures include development of an implementation program for alternative low/zero carbon fuels, adoption of other possible innovative emission reduction mechanism(s) and market-based measures to incentivize GHG emissions reduction. Potential mid-term measures could be finalized and agreed by the IMO between 2023 and 2030, whereas potential long-term measures could be finalized and agreed by MEPC beyond 2030. At an IMO Working Group meeting held before MEPC 79, proposals for various measures were discussed and participants expressed increased support for a basket of measures combining technical and economical elements. With respect to market-based measures, participants supported a levy scheme, which would impose a set price on well-to-wake (WtW) or tank-to-wake (TtW) GHG emissions possible in combination with a rebate system where some revenues would be paid to vessels to cover the price gap between fossil and low or zero-carbon fuels. Additionally, there was significant support for a technical measure in the form of a well-to-wake (WtW) GHG intensity fuel standard. At MEPC 80, IMO will determine which, if any, of these measures will be developed into regulations. Dates of entry into force and when the measures can effectively start to reduce GHG emissions would be defined for each measure individually.

In June 2021, at MEPC 76, MEPC finalized and adopted amendments to the MARPOL Annex VI that will require ships to reduce their GHG emissions. These amendments combine technical and operational approaches to improve the energy efficiency of ships, and provide important building blocks for future GHG reduction measures. The new measures will require all ships to calculate their Energy Efficiency Existing Ship Index (“EEXI”) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator (“CII”) and CII rating. The amendments entered into force on November 1, 2022, and the requirements for EEXI and CII certification entered into force on January 1, 2023.

Attained EEXI shall be calculated for ships of 400 gross tonnage and above, in accordance with the different values set for ship types and size categories and verified by class. EEXI indicates the energy efficiency of the ship compared to a baseline. Ships are required to meet a specific required EEXI (the “Required EEXI”), which is based on a mandated reduction factor (expressed as a percentage relative to the EEDI baseline). When a ship’s attained EEDI does not meet the Required EEXI threshold, technical modification options may be considered for compliance (e.g., engine/ shaft power limitation, retrofit of energy saving technologies, alternative fuels).

A ship’s CII determines the annual reduction factor needed to ensure continuous improvement of the ship’s operational carbon intensity within a specific rating level. The actual annual operational CII achieved would be required to be documented and verified against the required annual operational CII. This would enable the operational carbon intensity rating to be determined. The rating would be given on a scale–operational carbon intensity rating A, B, C, D, or E–indicating a major superior, minor superior, moderate, minor inferior, or inferior performance level. The performance level would be recorded in the ship’s Ship Energy Efficiency Management Plan. A ship rated D for three consecutive years, or E, would have to submit a corrective action plan, to show how the required index (C or above) would be achieved.

Following a July 14, 2021 European Commission proposal, the European Parliament voted to include CO2, methane (NH4) and nitrous oxide (N2O) emissions from shipping within the EU’s Emissions Trading Scheme (“EU ETS”). The proposal is subject to final adoption by the European Parliament. The scheme would include all voyages by vessels 5,000 gross tonnage and above that start or finish within the EU. It would require vessel operators to purchase carbon permits to cover related emissions. The scheme would phase in for CO2 starting in 2024, and for methane and nitrous oxide in 2026. Looking at how other regulations have developed within the industry, schemes to assimilate to the ETS might emerge in different regions over the next decade.

Varying emission requirements will present significant challenges for vessel owners and operators. To address the potential compliance challenges for some of the existing vessels, particularly the older ones, while keeping in line with the IMO strategy’s level of ambition 2020 and the EU ETS, we may incur significant capital expenditures to apply efficiency improvement measures and meet the Required EEXI threshold, for example with respect to shaft/engine power limitation (power optimization), fuel change, energy saving devices and ship replacement. The introduction of the EEXI regulatory framework may also accelerate the scrapping of older tonnage, while the adoption of shaft/engine power limitation as measures to comply with the latest amendments may lead to the continuing prevalence of slow steaming to even lower speeds which could result in contracting/ building of new ships to replace any reduction in capacity.

The impact of these requirements on our business and operations, including any necessary capital expenditures, is difficult to accurately predict at this time.

Other International Requirements

Concerns surrounding climate change may lead certain international or multinational bodies or individual countries to propose and/or adopt new climate change initiatives. For example, in 2015, the United Nations Framework Convention on Climate Change adopted the Paris Agreement, which established a framework for reducing global GHG emissions, with the goal of holding the increase in global average temperature to well below 2 degrees Celsius and pursuing efforts to limit the increase to 1.5 degrees Celsius. In October 2016, the EU formally ratified the Paris Agreement, thus establishing its entry into force on November 4, 2016. Although the Paris Agreement does not specifically require controls on shipping or other industries, it is possible that countries or groups of countries will seek to impose such controls as they implement the Paris Agreement, which may cause us to incur capital expenditures and/or increase our operating costs in the future.

The International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”), which became effective in November 2008, imposes strict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention also requires registered owners of vessels over 1,000 gross tons to maintain insurance in specified amounts to cover liability for bunker fuel pollution damage. Each of our containerships has been issued a certificate attesting that insurance is in force in accordance with the Bunker Convention. The IMO also adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”), which entered into force on September 8, 2017. Under the BWM Convention, each vessel is required to have on board a valid International Ballast Water Management Certificate, a Ballast Water Management Plan and a Ballast Water Record Book. Compliance with the new standards pertaining to the treatment of the ballast water (“D-2 Standard”) requires, in most cases, existing ships to install a ballast water treatment system by the ship’s first International Oil Pollution Prevention Certificate (“IOPPC”) renewal survey after September 8, 2019, while vessels constructed (keel laying performed) after September 8, 2017 must have an approved BWM system installed on delivery. This implementation schedule is intended to ensure full global implementation by September 8, 2024. For existing vessels we proceed, as required, with the installation of treatment systems to comply with the D-2 standard at the time of the periodical dry-docking of the relevant vessels.

The operation of our vessels is based on the requirements set forth in the ISM Code. The ISM Code requires vessel managers to develop and maintain an extensive SMS that includes the adoption of a safety and environmental protection policy, sets forth instructions and procedures for safe vessel operation and describes procedures for dealing with emergencies. The ISM Code requires that vessel operators obtain an SMC 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. No vessel can obtain a certificate unless the flag state has issued a document of compliance with the ISM Code to the vessel’s manager. Failure to comply with the ISM Code may lead to withdrawal of the permit to manage or operate the vessels, subject such party to increased liability, decrease or suspend available insurance coverage for the affected vessels, or result in a denial of access to, or detention in, certain ports. Each vessel in our fleet and each of our affiliated managers and third party managers are ISM Code-certified.

United States Requirements

The 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 United States, its territories and possessions or whose vessels operate in U.S. waters, which include the United States’ territorial sea and its two hundred nautical mile exclusive economic zone. While we do not carry oil as cargo, we do carry fuel in our containerships, making them subject 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 defines these other damages broadly to include:

•	natural resource damages and the costs of assessment thereof;
•	real and personal property damage;
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•	net loss of taxes, royalties, rents, fees and other lost revenues;
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•	lost profits or impairment of earning capacity due to property or natural resource damages; and
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•	net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
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OPA 90 preserves the right to recover damages under other existing laws, including maritime tort law.

Effective March 23, 2022, the OPA liability limitation under U.S. Coast Guard regulations will be increased to the greater of $1,300 per gross ton or $1,076,000 per incident for non-tank vessels, subject to periodic future adjustments of such limits. These limitations 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.

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 vessel, vehicle or facility from which there has been a release, along with other specified parties. Costs recoverable under CERCLA include cleanup and removal costs, natural resource damages and governmental oversight costs. Liability under CERCLA is generally limited to the greater of $300 per gross ton or $5.0 million for vessels carrying any hazardous substances, such as cargo or residue, or $0.5 million for any other vessel, per release of or incident involving hazardous substances. These limits of liability do not apply if the incident is caused by gross negligence, willful misconduct or a violation of certain regulations, in which case liability is unlimited.

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 liabilities under OPA 90 and CERCLA. Under the U.S. Coast Guard regulations, vessel owners and operators may evidence their financial responsibility by providing proof of insurance, surety bond, guarantee, letter of credit or self-insurance. 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. Under the self-insurance provisions, the vessel owner or operator must have a net worth and working capital that exceeds the applicable amount of financial responsibility, measured in assets located in the United States against liabilities located anywhere in the world.

U.S. Coast Guard 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. In the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided certificates of financial responsibility under pre-OPA 90 laws, including the major P&I associations, 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.

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.

We currently maintain, for each of our vessels, oil pollution liability coverage insurance in the amount of $1.0 billion per vessel per incident. In addition, we carry hull and machinery protection and indemnity insurance to cover the risks of fire and explosion. Although our vessels only carry bunker fuel, a spill of oil from one of our vessels could be catastrophic under certain circumstances. Losses as a result of fire or explosion could also be catastrophic under some conditions. While we believe that our present insurance coverage is adequate, not all risks can be insured, and if the damages from a catastrophic spill exceeded our insurance coverage, the payment of those damages could have an adverse effect on our business or the results of our operations.

Title VII of the Coast Guard and Maritime Transportation Act of 2004 (the “CGMTA”) amended OPA 90 to require 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 bunker fuel, 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 oil from the vessel due to operational activities or casualties. Where required, each of our vessels has an approved response plan.

The Clean Water Act (“CWA”) prohibits the discharge of oil or hazardous substances in navigable waters and imposes 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 (the “EPA”) regulates the discharge of ballast water and other substances under the CWA. EPA regulations require vessels 79 feet in length or longer (other than commercial fishing vessels) to obtain coverage under a Vessel General Permit (“VGP”) authorizing discharges of ballast waters and other wastewaters incidental to the operation of vessels when operating within the three-mile territorial waters or inland waters of the United States. 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. The most recent VGP, which became effective in December 2013, expired in December 2018. It contained stringent requirements, including numeric ballast water discharge limits (that generally align with the most recent U.S. Coast Guard standards issued in 2012), to ensure that the ballast water treatment systems are functioning correctly and more stringent effluent limits for oil to sea interfaces and exhaust gas scrubber wastewater. The Vessel Incidental Discharge Act, “VIDA,” enacted December 4, 2018, requires the EPA and Coast Guard to develop new performance standards and enforcement regulations and extends the 2013 VGP provisions until new regulations are final and enforceable. On December 2, 2016, the Marine Safety Center announced the approval of the first Coast Guard type approved Ballast Water Management System (“BWMS”). Now that type approved BWMS are available, vessels calling at U.S. ports are required to have such systems installed by the first regular dry-docking after January 1, 2016. Vessel owners and operators are alternatively permitted to meet the discharge standard without the use of a BWMS or, apply for an individual, justified extension to the compliance date. We comply with the most recent version of the VGP for all of our vessels that operate in U.S. waters or have received permission from the Coast Guard to perform ballast exchange operations in U.S. waters for a maximum of five years after the compliance date for each vessel. We do not believe that any costs associated with meeting the requirements under the VGP will be material.

U.S. Coast Guard regulations adopted under the 1996 U.S. National Invasive Species Act (“NISA”) also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters. Amendments to these regulations, which became effective in June 2012, established maximum acceptable discharge limits for various invasive species and/or requirements for active treatment of ballast water. The U.S. Coast Guard ballast water standards are consistent with requirements under the BWM Convention. Several states, including Michigan and California, have adopted legislation or regulations relating to the permitting and management of ballast water discharges. California has extended its ballast water management program to the regulation of “hull fouling” organisms that attach to vessels and adopted regulations limiting the number of organisms in ballast water discharges. Other states could adopt similar requirements that could increase the costs of operation in state waters.

The EPA has adopted standards under the Clean Air Act (“CAA”) that pertain to emissions from vessel vapor control and recovery and other operations in regulated port areas and emissions from the large marine diesel engines from model year 2004 or later. Several states also regulate emissions from vapor control and recovery under authority of State Implementation Plans adopted under the CAA. On April 30, 2010, the EPA promulgated regulations that impose more stringent standards for emissions of particulate matter, sulphur oxides and nitrogen oxides from new Category 3 marine diesel engines on vessels constructed on or after January 1, 2016 and registered or flagged in the U.S. and implement the new MARPOL Annex VI requirements for U.S. and foreign flagged ships entering U.S. ports or operating in U.S. internal waters. The State of California has adopted emission limits for diesel engines of ocean-going vessels operating within 24 miles of the California coast and requires operators to use low sulphur content fuel. The State of California has also mandated that ships, instead of relying on their shipboard power, must use shore power while berthed through a process known as Cold Ironing or Alternative Maritime Power. The regulation was phased in starting in 2014. Our vessels currently affected by the State of California regulations have made the necessary modifications. If this regulation is extended to dry bulk vessels we will have to make necessary modifications to our vessels. It is expected that the cost of modifications needed for other vessels in our fleet that may call to California in the future will be borne in part by the charterers of each vessel, but it is difficult to predict the exact impact on our operations.

If new or more stringent regulations relating to emissions from marine diesel engines or port operations by ocean-going vessels are adopted by the EPA or states, these requirements could require significant capital expenditures or otherwise increase the costs of our operations.

European Union Requirements

The European Union has adopted legislation that (1) requires member states to refuse access to their ports to certain substandard vessels, according to vessel type, flag and number of previous detentions; (2) obliges member states to inspect at least 25% of foreign vessels using their ports annually and provides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment; (3) provides the European Union 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.

The European Union has also adopted Regulation (EU) No. 1257/2013 of the European Parliament and of the Council of November 2013 on ship recycling which brings forward the requirements of the 2009 Hong Kong Convention for the Safe and Environmentally Sound Recycling of Ships, therefore contributing to its global entry into force (the “EU Recycling Regulation”). From December 31, 2018, seagoing vessels flying the flag of an EU Member State may be recycled only in ship recycling facilities within the EU or in countries which comply with a number of safety and environmental requirements and are included in the European List of ship recycling facilities published by the European Commission. In addition, all ships calling to European ports, whether flying the flag of an EU Member State or not, need to have on board an inventory of hazardous materials, such as asbestos and ozone-depleting substances, that specifies the location and approximate quantities of those materials certified by the relevant administration or authority.

The European Union has also adopted Regulation (EU) 2015/757 of the European Parliament and of the Council of April 29, 2015 on the monitoring, reporting and verification of carbon dioxide emissions from maritime transport (the “EU MRV Regulation.”) This regulation requires large vessels entering European Union ports to monitor, report and verify their carbon dioxide emissions beginning in January 2018. Since June 30, 2019, all vessels calling to ports in the European Union must carry onboard a document of compliance with said requirements.

Data collected is expected to be open to the public, as provided for by the regulations. Significant stakeholders, however, have questioned this prospect as it will expose trade techniques, or other sensitive, significant business information. The provisions of the EU MRV Regulation are similar to MARPOL Annex VI which were adopted by IMO in October 2016.

On September 16, 2020, the European Parliament voted in favor of amending the EU MRV Regulation to require shipping companies to reduce on a linear basis their annual average CO2 emissions relative to transport work, for all their ships, by at least 40% by 2030, with penalties for non-compliance. In order to obtain data on transport work, the reporting of “cargo carried” per voyage would remain mandatory. In addition, the proposed amendments introduce environmental performance labelling of ships, and call for inclusion of methane and other greenhouse gases besides CO2, as well as better supply of shore-side electricity in ports. The European Commission would have to review the regulation in light of future IMO measures. Reporting obligations would include maritime shipping under the EU Emissions Trading System (“ETS”) Directive from 2022. The ETS utilizes auctions to allocate emissions allowances among participants. The introduction of shipping into the EU ETS means that an additional approximately 80 to 100 million emission allowances will be put on the market. Of these, auction revenues from 20 million emission allowances will go to the Innovation Fund, a funding program that develops low-carbon technologies, to be used for shipping-specific projects. The remaining revenues will go to the EU member states and will not be earmarked for specific purposes beyond climate and energy-related activities. The proposed amendments also call for an “Ocean Fund” for the 2022-2030 period, financed by revenues from auctioning ETS allowances, which would be used to make ships more energy-efficient, to support investment in innovative technologies and infrastructure for decarbonising maritime transport, and to protect marine ecosystems impacted by climate change. The European Commission would be required to assess any new global market-based emission reduction measures adopted by the IMO with respect to their ambition and environmental integrity.

Marshall Islands Requirements

On January 1, 2019, the Economic Substance Regulations, 2018 (the “ESRs”) adopted by the Republic of the Marshall Islands came into force.

The ESRs apply to all Marshall Islands non-resident domestic entities and foreign maritime entities registered in the Marshall Islands that meet the definition of “relevant entity” and which derive income from a “relevant activity.” “Relevant Entity” is defined in the ESRs to include a non-resident domestic entity or foreign maritime entity formed under Marshall Islands law that is centrally managed and controlled outside the Marshall Islands and is a tax resident of a jurisdiction other than the Marshall Islands. “Relevant Activity” is limited under the ESRs to certain enumerated activities including “shipping business” and “holding company business” which the Company has determined may be applicable to it and its Marshall Islands subsidiaries and affiliates.

Under the ESRs, for each yearly reporting period, a relevant entity that derives income from a relevant activity must satisfy an economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands, considering the level of relevant activity carried out in the Marshall Islands.

As of mid-2020, all Marshall Islands non-resident domestic entities and foreign maritime entities are required to submit an Economic Substance Declaration to the Registrar of Corporations (the “Registrar”) on a yearly basis. If the Registrar determines that a relevant entity has not met the economic substance test for the relevant reporting period, the Registrar will issue a notice of non-compliance and assess penalties as disclosed in the notice. Penalties can range from fines up to $100,000 and/or revocation of formation documents and dissolution.

The Company intends to comply with all relevant reporting requirements under the ESRs.

Other Regional Requirements

The environmental protection regimes in certain other countries, such as Canada, resemble those of the United States. To the extent we operate in the territorial waters of such countries or enter their ports, our containerships would typically be subject to the requirements and liabilities imposed in such countries. Other regions of the world also have the ability to adopt requirements or regulations that may impose additional obligations on our containerships and may entail significant expenditures on our part and may increase the costs of our operations. These requirements, however, would apply to the industry operating in those regions as a whole and would also affect our competitors.

Of particular importance, due to the trade intensity in these areas, are four ECAs created in Hong Kong and in China (Pearl River Delta, the Yangtze River Delta and Bohai Sea), aiming to reduce the levels of ship-generated air pollution and focus on the sulphur content of fuels. As of January 1, 2017, vessels at berth in a core port within an emission control area are required to use fuel with a maximum sulphur content of 0.5% m/m—except one hour after arrival and one hour before departure. Since January 1, 2018, all ports within Chinese emission control areas have implemented this standard. As of January 1, 2019, vessels must switch to fuel with a sulphur content not exceeding 0.5% m/m prior to entering China’s territorial sea, in defined areas. Vessels capable of receiving shore power must use shore power if they berth for more than three hours in ports in the coastal ECA that have shore power capabilities (or more than two hours in ports with such capabilities in the Inland ECAs). Furthermore, ships of 400 gross tonnage or over, or ships powered by main propulsion machinery greater than 750 kW of propulsion power, calling at a port in China should report energy consumption data of their last voyage to China MSA before leaving port (China Regulation on Data Collection for Energy Consumption of Ships). Hong Kong’s current Fuel at Berth Regulation requiring ships to burn fuel with a sulphur content not exceeding 0.5% m/m while at berth are expected to be replaced by a regulation extending the standard to ships operating in Hong Kong waters. Ships not equipped with scrubbers will be required to burn fuel with a sulphur content not exceeding 0.5% m/m within Hong Kong waters, irrespective of whether they are sailing or at berth.

In Taiwan, ships not equipped with exhaust gas scrubbers must burn fuel with a sulphur content not exceeding 0.5% m/m when entering its international commercial port areas.

In connection with the introduction of the ban of high sulphur fuel for vessels not equipped with exhaust gas scrubbers, countries are introducing rules as to the type of exhaust gas scrubber that may be acceptable to be operated on vessels, in effect prohibiting the operation in their waters of open loop-type exhaust gas scrubbers and forcing vessels to use the more expensive Diesel Oil fuel when sailing in their waters.

Vessel Security Regulations

A number of initiatives have been introduced in recent years intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (the “MTSA”) was signed into law. 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 United States. Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. This new 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 newly created 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;
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•	the development of ship security plans; and
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•	compliance with flag state security certification requirements.
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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 required by the IMO, SOLAS and the ISPS Code and have approved ISPS certificates and plans certified by the applicable flag state on board all our vessels.

C. Organizational Structure

Costamare Inc. is a holding company incorporated in the Republic of the Marshall Islands which, as of March 21, 2023, has 166 subsidiaries (165 are wholly owned and one is majority owned subsidiary), of which 150 are incorporated in Liberia, 13 are incorporated in the Republic of the Marshall Islands and three are incorporated in the Republic of Cyprus. As of that date, 102 of our Liberian subsidiaries own vessels in the water, eight are engaged in arbitration related to the terminations of shipbuilding contracts due to default by the shipyard and the remaining subsidiaries are dormant. Of our Marshall Islands subsidiaries, 10 own vessels in the water, one holds all our participations in companies formed under the Framework Deed, one holds our participation in the dry bulk operating platform and one is dormant. A list of our subsidiaries as of March 21, 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 7 rue du Gabian, MC 98000 Monaco. Other than our vessels, we do not have any material property. Our vessels are subject to priority mortgages, which secure our obligations under our various credit facilities. For further details regarding our credit facilities, refer to “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.

ITEM 4.A.	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

We are an international owner and operator of containerships and dry bulk vessels. We charter our vessels to many of the world’s largest liner companies, providing worldwide transportation of containerized cargoes. We charter our dry bulk vessels to a wide variety of customers, providing worldwide transportation for and dry bulk cargoes.

As of March 21, 2023, our containership fleet consisted of 71 vessels in the water, aggregating approximately 524,200 TEU, of which four vessels aggregating approximately 11,600 TEU have been acquired pursuant to the Framework Deed by Joint Venture entities in which we hold a minority equity interest, making us one of the largest public containership companies in the world based on total TEU capacity. Additionally, as of the same date, our dry bulk fleet consisted of 45 vessels with a total capacity of approximately 2,436,000 dwt, including two vessels that we have agreed to sell, with a capacity of approximately 67,400 dwt. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.

As regards our containership business, our strategy is to deploy our containerships on long-term, fixed-rate time charters to take advantage of the stable cash flows and high utilization rates typically associated with long-term time charters. Time chartered containerships are generally employed on long-term charters to liner companies that charter-in vessels on a long-term basis as part of their business strategies. As of March 21, 2023, the average (weighted by TEU capacity) remaining time charter duration for our fleet of 71 containerships in the water, including the four vessels acquired under the Framework Deed, was approximately 4.2 years, based on the remaining fixed terms and assuming the exercise of any owner’s options and the non-exercise of any charterer’s options under our containerships’ charters. As of March 21, 2023, our fixed-term charters for our fleet of 71 containerships in the water represented an aggregate of approximately $3.2 billion of contracted revenue, assuming the earliest redelivery dates possible and 365 revenue days per annum per containership (which amount includes our ownership percentage of contracted revenue for the Joint Venture vessels (currently $15.0 million)). See “Item 4. Information on the Company—B. Business Overview—Our Fleet—Our Fleet”.

As regards our dry bulk business, our current chartering policy is to employ our vessels primarily on short-term time charters, which provides us the flexibility to capitalize on any favorable changes in the dry bulk charter rate environment. Based on market conditions, we may employ our vessels with a mix of short-, medium- and long-term time charters and voyage charters. For the year ended December 31, 2022, our dry bulk fleet utilization level was 96.8%. See “Item 4. Information on the Company—B. Business Overview—Our Fleet—Our Fleet”.

The table below provides additional information about the charter coverage for our fleet of containerships and dry bulk vessels as of December 31, 2022. Except as indicated in the footnotes, it does not reflect events occurring after that date, including any charter contract we entered into after that date. It excludes all days attributable to the operation of the container vessels purchased pursuant to the Framework Deed which includes four vessels in the water. The table assumes the earliest redelivery dates possible under our vessels’ charters. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.

													2029 - 2032
No. of Vessels whose Charters Expire^(1)(2)^	51		9		12		21		3		2		16
No. of Containerships whose Charters Expire	6		9		12		21		3		2		16
No. of Dry Bulk Vessels whose Charters Expire^(1)(2)^	45		—		—		—		—		—		—
TEU of Expiring Containership Charters	29,269		55,993		68,243		169,636		22,984		8,516		171,166
DWT of Expiring Dry Bulk Vessel Charters	2,436,134		—		—		—		—		—		—
Contracted Days	24,601		20,870		17,730		10,617		6,733		5,928		9,796
Available Days	16,369		20,121		23,515		29,650		33,052		33,966		145,294
Contracted/Total Days	60.0	%	50.9	%	43.0	%	26.4	%	16.9	%	14.9	%	6.3	%
Containership Contracted/Total Containership Days (TEU -adjusted)^(3)^	96.8	%	87.8	%	79.3	%	54.2	%	37.4	%	35.2	%	16.0	%
Dry Bulk Vessel Contracted/Total Dry Bulk Vessel Days (dwt-adjusted)^(4)^	8.1	%	—		—		—		—		—		—

(1)	Includes seven dry bulk vessels with no employment as at December 31, 2022.
(2)	Total days are calculated on the assumption that the vessels will continue trading until the age of 30 years old for containerships and 25 years for dry bulk vessels, unless the containership will exceed 30<br> years of age or the dry bulk vessel will exceed 25 years of age at the expiry of its current time charter, in which case we assume that the vessel continues trading until that expiry date. Sealand<br> Washington and Maersk Kalamata are classified as held for sale and therefore the available days are calculated up to February 14, 2023.
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(3)	Contracted Days coverage for containerships adjusted by TEU capacity.
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(4)	Contracted Days coverage for dry bulk vessels adjusted by dwt capacity.
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Our containership fleet is currently under time charters with 10 different charterers. For the three years ended December 31, 2022, our largest customers by revenue were A.P. Moller-Maersk, MSC, Evergreen, Hapag Lloyd, ZIM and COSCO. Chartering in the dry bulk sector tends to be more diversified, and our dry bulk fleet is currently under charters with more than 20 different charterers.

We dry-dock our vessels when the next survey (dry-dock survey or special survey) is scheduled to become due, every 30 months for dry bulk vessels of 15 years of age or over and every 60 months for other vessels. We have dry-docked 50 vessels over the past three years, including one Joint Venture vessel, and we plan to dry-dock 24 vessels in 2023 and 16 vessels in 2024 including Joint Venture vessels. Information about our fleet dry-docking schedule through 2027 is set forth in a table in “Item 4. Information on the Company—B. Business Overview—Risk of Loss and Liability Insurance—Inspection by Classification Societies”.

As of March 21, 2023, the dry bulk operating platform has chartered-in 42 vessels with a total carrying capacity of approximately 6,461,200 dwt, of which 24 vessels have already been delivered and subsequently are or will be employed under voyage charters or sub time charters. As of the same date, the dry bulk operating platform has positions in forward freight agreements and bunker swaps of a notional amount of $140.4 million in the aggregate.

Our Managers and Service Providers

Costamare Shipping provides our subsidiaries with commercial, technical and other management services pursuant to the Framework Agreement. As of March 21, 2023, Costamare Shipping, itself or together with our third-party managers, V.Ships Greece, Vinnen, HanseContor, BSM and FML, provides our fleet with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting, insurance and administrative services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, in certain cases, the relevant sub-manager. V.Ships Greece will at our direction subcontract certain services to and enter into a relevant sub-management agreement with V.Ships Shanghai. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. In the event that Costamare Shipping or Costamare Services decide to delegate certain or all of the services they have agreed to perform under the Framework Agreement or the Services Agreement, respectively, either through (i) subcontracting to a sub- manager or sub-provider or (ii) by directing such sub-manager or sub-provider to enter into a direct agreement with the relevant vessel-owning subsidiary, then, in the case of subcontracting under (i), Costamare Shipping or Costamare Services, as applicable, will be responsible for paying the fee charged by the relevant sub-manager or sub-provider for providing such services and, in the case of a direct agreement under (ii), the fee received by Costamare Shipping or Costamare Services, as applicable, will be reduced by the fee payable to the sub-manager or sub-provider under the relevant direct agreement. As a result, these arrangements will not result in any increase in the aggregate management fees and services fees that we pay. In addition to management fees, we pay for any capital expenditures, financial costs, operating expenses and any general and administrative expenses, including payments to third parties, including specialist providers, in accordance with the Framework Agreement and the relevant separate ship-management agreements or supervision agreements. Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the services provided by Costamare Shipping and Costamare Services.

Costamare Shipping received in 2022 and 2021 a fee of $1,020 and $956 per day pro-rated for the calendar days we own each vessel, respectively. This fee is reduced to $510 per day ($478 in 2021) in the case of any vessel subject to a bareboat charter. We also pay Costamare Shipping a flat fee of $839,988 ($787,405 for 2021) per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2022 and 2021, a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2022 and 2021 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 ($625,000 for 2021) and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2023. During the year ended December 31, 2021, Costamare Shipping received in total an ad hoc fee from a third-party ship broker of $3,472,399 for its participation in arranging and negotiating five newbuilding contracts. Over the construction period of these vessels, which have been delivered, Costamare Shipping received on average an ad hoc fee of $992,114 per vessel. During the year ended December 31, 2022 and December 31, 2021, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed $1.8 million and $2.8 million, respectively, for services provided in accordance with the relevant management agreements. For the years ended December 31, 2022 and December 31, 2021, we paid aggregate fees of $2.7 million and $2.5 million, respectively, and for each of the years ended December 31, 2022 and 2021, we issued in aggregate 598,400 shares to Costamare Services under the Services Agreement.

On December 31, 2022, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period, and will automatically renew for two more consecutive one-year periods until December 31, 2025, at which point the Framework Agreement and the Services Agreement will expire. The daily fee for each vessel, the supervision fee in respect of each vessel under construction payable to Costamare Shipping under the Framework Agreement and the quarterly fee payable to Costamare Services under the Services Agreement (other than the portion of the fee in clause (ii) above which is calculated on the basis of our share price) will be annually adjusted to reflect any strengthening of the Euro against the U.S. dollar of more than 5% per year and/or material unforeseen cost increases. We are able to terminate the Framework Agreement or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above. Information about other termination events under the Management Agreements is set forth in “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management Agreements—Term and Termination Rights”.

Costamare Shipping provides management services to the Joint Venture vessels under separate management agreements with each Joint Venture entity pursuant to which Costamare Shipping provides technical, crew, crew insurance, commercial, general and administrative and insurance services directly or together with V.Ships Greece directly or, upon being directed to do so by the relevant Joint Venture entity through V.Ships Shanghai. During the year ended December 31, 2022, Costamare Shipping charged in aggregate to Joint Venture vessels the amount of $1.8 million and to the vessels privately owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos, $0.7 million, in each case for services provided in accordance with the respective management agreements.

On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, Blue Net, a company 50% owned (indirectly) by our chairman and chief executive officer, Konstantinos

      Konstantakopoulos, to provide charter brokerage services to all vessels under its management \(including vessels owned by the Company\). Blue Net provides exclusive charter brokerage services to containership owners. Under the Brokerage Agreement,
      as amended on January 2, 2020, each vessel-owning subsidiary paid a fee of €9,413 for the years ended December 31, 2021 and 2022 in respect of its vessel, prorated for the calendar days of ownership \(including as disponent owner under a bareboat
      charter agreement\). In lieu of said annual fee, in certain cases, some of our vessels have agreed to pay a commission ranging from 0.5 to 1.25% of their revenues from the charter arranged by Blue Net or Blue Net Asia. During the year ended
      December 31, 2021 and December 31, 2022, we paid $467,407 and $431,348, respectively, in total to Blue Net and $866,543 and $1,056,772, respectively, in total to Blue Net Asia for charter brokerage services. Until August 2021, Blue Net also
      provided chartering brokerage services in exchange for a fee to all the vessels belonging to a chartering pool which included one of our vessels, the Scorpius.

On November 14, 2022, Costamare Bulkers appointed each of the Agency Companies as service providers on an exclusive basis to provide chartering and other services on a cost basis (including all expenses related to the provision of the services) plus a mark-up (currently set at 11%), with the Agency Agreements to continue until terminated by either party.

A. Operating Results

Factors Affecting Our Results of Operations

Our financial results are largely driven by the following factors:

•	Number of Vessels in Our Fleet. The number of vessels in our fleet is a key factor in determining the level of our revenues. Aggregate expenses also increase as the size<br> of our fleet increases. Vessel acquisitions and dispositions give rise to gains and losses and other one-time items. Average number of vessels is the number of vessels that<br> constituted our fleet for the relevant period, as measured by the sum of the ownership days each vessel was part of our fleet during the period divided by the number of calendar days in that period. As of March 21, 2023, our containership<br> fleet amounted to a total of 71 vessels (including four vessels acquired by Joint Venture entities in which we hold a minority equity interest) and our dry bulk fleet amount to a total of 45 vessels (including two secondhand vessels that<br> we have agreed to sell).
•	Charter Rates. The charter rates we obtain for our vessels also drive our revenues. Charter rates are based primarily on demand and supply of vessel capacity at the time<br> we enter into the charters for our vessels. Demand and supply can fluctuate significantly over time as a result of changing economic conditions affecting trade flow between ports and the industries which use our shipping services. Vessels<br> operated under long-term charters are less susceptible to cyclical containership charter rates than vessels operated on shorter-term charters, such as spot charters. We are exposed to varying charter rate environments when our chartering<br> arrangements expire and we seek to deploy our vessels under new charters. As illustrated in the table above under “—Overview”, we aim to reduce our exposure to any one particular rate environment and point in the shipping cycle on the<br> containership sector by staggering the maturities of our vessels’ charters, while in the dry bulk sector we operate our vessels primarily on short term time charters, index-linked time charters, or voyage charters. See “—Voyage Revenue”.
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•	Utilization of Our Fleet. We calculate utilization of our fleet by dividing the number of days during which our vessels are employed less<br> the aggregate number of days that our vessels are off-hire due to any reason other than due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys by the number of days during which our vessels are employed.<br> We use fleet utilization to measure our vessels’ condition and efficiency in servicing our clients whilst employed. Historically, our fleet has had a limited number of unscheduled off-hire days during the period of employment. In 2020,<br> 2021 and 2022 our fleet utilization for each year was 99.6%, 99.3% and 98.4%, respectively. More specifically, in 2022 our containerships fleet utilization rate was 99.3% and our dry bulk fleet utilization rate was 96.8%. If the<br> utilization pattern of our fleet changes, our financial results would be affected.
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•	Expenses and Other Costs. Our ability to control our fixed and variable expenses is critical to our ability to maintain acceptable profit margins. These expenses include<br> commission expenses, crew wages and related costs, the cost of insurance and vessel registry, expenses for repairs and maintenance, the cost of spares and consumable stores, lubricating oil costs, tonnage taxes, regulatory fees, vessel<br> scrubbers and Ballast Water Treatment System (“BWTS”) maintenance expenses and other miscellaneous expenses. In addition, factors beyond our control, such as developments relating to market premiums for insurance and the value of the U.S.<br> dollar compared to currencies in which certain of our expenses, primarily crew wages, are paid, can cause our vessel operating expenses to increase. We proactively manage our foreign currency exposure by entering into Euro/dollar forward<br> contracts in an effort to minimize volatility in Euro denominated expenses.
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The following table presents selected consolidated financial and other data of Costamare for each of the five years in the five-year period ended December 31, 2022. The table should be read together with the additional information provided in this section. The selected consolidated financial data of Costamare is a summary of and is derived from our audited consolidated financial statements and notes thereto, which have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Our audited consolidated statements of operations, stockholders’ 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.

	Year Ended December 31,
	2018			2019			2020			2021			2022
	(Expressed in thousands of U.S. dollars, except for share and per share data)
STATEMENT OF INCOME
Revenues:
Voyage revenue	$	380,397		$	478,109		$	460,319		$	793,639		$	1,113,859
Expenses:
Voyage expenses		5,847			5,291			7,372			13,311			49,069
Voyage expenses-related parties		3,201			5,282			6,516			11,089			15,418
Vessels’ operating expenses		110,571			116,101			117,054			179,981			269,231
General and administrative expenses		5,408			5,551			7,360			9,405			12,440
General and administrative expenses-non-cash component		3,755			3,879			3,655			7,414			7,089
Management and agency fees-related parties		19,533			21,319			21,616			29,621			46,735
Amortization of dry-docking and special survey costs		7,290			8,948			9,056			10,433			13,486
Depreciation		96,261			113,462			108,700			136,958			165,998
Amortization of prepaid lease rentals		8,150			—			—			—			—
(Gain) / loss on sale of vessels, net		3,071			19,589			79,120			(45,894	)		(126,336	)
Loss on vessel held for sale		101			2,495			7,665			—			—
Vessels’ impairment loss		—			3,042			31,577			—			1,691
Foreign exchange (gains) / losses, net		51			27			300			(29	)		(3,208	)
Operating income	$	117,158		$	173,123		$	60,328		$	441,350		$	662,246
Other Income / (expenses):
Interest income	$	3,454		$	3,349		$	1,827		$	1,587		$	5,956
Interest and finance costs		(63,992	)		(89,007	)		(68,702	)		(86,047	)		(122,233	)
Swaps breakage cost		(1,234	)		(16	)		(6	)		—			—
Equity gain on investments		12,051			11,369			16,195			12,859			2,296
Gain on sale of equity securities		—			—			—			60,161			—
Dividend income from investment in equity securities		—			—			—			1,833			—
Other, net		350			784			1,181			4,624			3,729
Gain / (loss) on derivative instruments, net		(548	)		(603	)		(1,946	)		(1,246	)		2,698
Total other expenses	$	(49,919	)	$	(74,124	)	$	(51,451	)	$	(6,229	)	$	(107,554	)
Net Income	$	67,239		$	98,999		$	8,877		$	435,121		$	554,692
Earnings allocated to Preferred Stock	$	(30,503	)	$	(31,269	)	$	(31,082	)	$	(31,068	)		(31,068	)
Gain on retirement of Preferred Stock		—			—			619			—			—
Net loss attributable to the non-controlling interest	$	—			—			—			—			263
Net income / (loss) available to Common Stockholders	$	36,736		$	67,730		$	(21,586	)	$	404,053		$	523,887
Earnings / (loss) per common share, basic and diluted	$	0.33		$	0.59		$	(0.18	)	$	3.28		$	4.26
Weighted average number of shares, basic and diluted		110,395,134			115,747,452			120,696,130			123,070,730			122,964,358
OTHER FINANCIAL DATA
Net cash provided by operating activities	$	140,784		$	250,391		$	274,284		$	466,494		$	581,593
Net cash provided by / (used in) investing activities		(112,645	)		(8,858	)		(36,397	)		(787,456	)		42,488
Net cash provided by / (used in) financing activities		(80,533	)		(212,153	)		(241,862	)		482,594			(166,051	)
Net increase / (decrease) in cash, cash equivalents and restricted cash		(52,394	)		29,380			(3,975	)		161,632			458,030
Dividends and distributions paid		(49,143	)		(58,655	)		(65,470	)		(71,263	)		(119,548	)
BALANCE SHEET DATA (at year end)
Total current assets	$	170,768		$	197,244		$	192,050		$	426,124		$	1,014,622
Total assets		3,050,811			3,011,958			3,010,516			4,407,041			4,896,229
Total current liabilities		224,669			266,534			206,974			370,027			423,090
Total long-term debt, including current portion		1,316,554			1,426,162			1,465,619			2,467,321			2,607,534
Temporary equity – Redeemable non-controlling interest in subsidiary		—			—			—			—			3,487
Common stock		11			12			12			12			12
Total stockholders’ equity/net assets		1,357,124			1,410,728			1,348,820			1,725,899			2,156,950

	Average for the Year Ended December 31,
	2018		2019		2020		2021		2022
FLEET DATA
Number of vessels		55.8		60.3		60.0		83.6		116.7
TEU capacity (of our containerships)		333,989		403,930		417,980		521,389		542,264
DWT capacity (of our dry bulk vessels)*		—		—		—		1,252,917		2,442,106

*	Average DWT capacity for the year ended December 31, 2021 was calculated based on 201 days (the period from June 14, 2021 to December 31, 2021), given that we did not own any dry bulk vessels prior to June 14,<br> 2021.

Voyage Revenue

Our operating revenues are driven primarily by the number of vessels in our fleet, the amount of daily charter hire or freight rates that our vessels earn under time and voyage charters, respectively, and the number of operating days during which our vessels generate revenues. These factors are, in turn, affected by our decisions relating to vessel acquisitions and dispositions, the amount of time that we spend positioning our vessels, the amount of time that our vessels spend dry-docked undergoing repairs, maintenance and upgrade work, the age, condition and specifications of our vessels and the levels of supply and demand in the containership charter market.

Charter revenues are generated from fixed-rate time charters and are recorded on a straight-line basis over the term of each time charter (excluding the effect of any options to extend the term) or from index-linked time charters where the charter rate is adjusted periodically based on a specific index (such as the Baltic Exchange Handysize Index (“BHSI”)). Revenues do not include any revenues for the Joint Venture vessels. Revenues derived from time charters with escalating rates are accounted for as operating leases and thus are recognized on a straight-line basis as the average revenue over the rental periods of such agreements, as service is performed, by dividing (i) the aggregate contracted revenues until the earliest expiration date of the time charter by (ii) the total contracted days until the earliest expiration date of the time charter. Our revenues will be affected by the acquisition of any additional vessels in the future subject to time charters, as well as by the disposition of any existing vessel in our fleet. Our revenues will also be affected if any of our charterers cancel a time charter or if we agree to renegotiate charter terms during the term of a charter resulting in aggregate revenue reduction. Our time charter arrangements have been contracted in varying rate environments and expire at different times. Occasionally we employ our vessels under voyage charters under which a shipowner, in return for a fixed sum, agrees to transport cargo from one or more loading ports to one or more destinations and assumes all vessel operating costs and voyage expenses.

The onset of the COVID-19 pandemic led to a 33% drop in containership charter rates during the first half of 2020; however, increased demand for consumer goods during the second half of 2020 coupled with geographical dislocation of empty container boxes away from production/manufacturing countries led to charter rates posting an increase of 47% at the end of 2020 compared to a year ago. This momentum continued during 2021, and according to Clarkson Research the containership market registered its highest reading in history in 2021 due to the combination of a rebound in global gross domestic product (“GDP”) growth, driven by consumer spending, as well as port disruptions and congestion related to the COVID-19 pandemic. However, during 2022, containership charter rates posted a significant decrease of more than 70% compared to the end of 2021, mainly due to a reduction in the demand for seaborne container transportation and the unlocking of vessel capacity previously tied up by congestion.

In 2021, demand for dry bulk commodities rebounded as measured by the Baltic Dry Index (the “BDI”), which registered a low of 393 during the first half of 2020 as COVID-19 related lockdowns were in full effect globally, to reach a high of 5,650 during the second half of 2021. However, during 2022, mainly due to the Russia-Ukraine conflict, the strict COVID-19 lockdown policies in China and the emergence of inflationary pressures, demand for seaborne dry bulk trade softened and BDI dropped in the end of 2022 by 49% compared to the previous year.

Voyage Expenses

Voyage expenses primarily consist of port and canal charges, bunker (fuel) expenses and commissions to counter, third and related parties that are unique to a particular charter. Under our time charter arrangements, charterers bear the voyage expenses other than the commissions. Voyage expenses represent a relatively small portion of our vessels’ overall expenses. During 2021 and 2022, commissions charged represented 84% and 51% of voyage expenses, respectively.

These commissions do not include the fees we pay to our manager, which are described below under “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements”.

Vessels’ Operating Expenses

Vessels’ operating expenses include crew wages and related costs, the cost of insurance, expenses for repairs and maintenance, the cost of spares and consumable stores, lubricant costs, statutory and classification expenses and other miscellaneous expenses. Aggregate expenses increase as the size of our fleet increases. We expect that insurance costs, dry-docking and maintenance costs will increase as our vessels age. Factors beyond our control, some of which may affect the shipping industry in general—for instance, developments relating to market premiums for insurance and changes in the market price of lubricants due to increases in oil prices—may also cause vessel operating expenses to increase. In addition, a substantial portion of our vessel operating expenses, primarily crew wages, are in currencies other than the U.S. dollar (mainly in Euro), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against these currencies is included in vessel operating expenses. As of December 31, 2022, approximately 31% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar (mainly in Euro). We fund our managers with the amounts they will need to pay our fleet’s vessel operating expenses. Under our time charter arrangements, we generally pay for vessel operating expenses.

General and Administrative Expenses

General and administrative expenses mainly include legal, accounting and advisory fees. We also incur additional general and administrative expenses as a public company. The primary components of general and administrative expenses consist of the expenses associated with being a public company, which include the preparation of disclosure documents, legal and accounting costs, investor relation costs, incremental director and officer liability insurance costs, director and executive compensation and costs related to compliance with the Exchange Act, the Sarbanes-Oxley Act and the Dodd-Frank Act of 2010, and costs related to other corporate functions such as tax and internal audit.

Management and Agency Fees

Since January 1, 2015, we have been paying our managers a daily management fee of $956 per day per vessel. Effective from January 1, 2022, the daily fee increased to $1,020 per vessel. The total management fees paid by us to our managers during the years ended December 31, 2020, 2021 and 2022 amounted to $21.6 million, $29.6 million and $43.9 million, respectively. During the fourth quarter of 2022 we paid agency fees of $2.8 million, in aggregate, charged by three related agents in connection with the operations of Costamare Bulkers. See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreements” for more information regarding management fees.

Amortization of Dry-docking and Special Survey Costs

All vessels are dry-docked at least once every five years for inspection of their underwater parts and for repairs related to such inspections. For dry bulk vessels that have passed their third special survey, a dry-dock is required every two and a half years thereafter. We follow the deferral method of accounting for special survey and dry-docking costs whereby actual costs incurred (mainly shipyard costs, paints and class renewal expenses) are deferred and amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale.

Depreciation

We depreciate our vessels on a straight-line basis over their estimated remaining useful economic lives. The estimated useful lives of our containerships are 30 years from their initial delivery from the shipyard. The estimated useful lives of our dry bulk vessels are 25 years from their initial delivery from the shipyard. Depreciation is based on cost, less the estimated scrap value of the vessels.

Gain / (Loss) on Sale of Vessels

The gain or loss on the sale of a vessel is presented in a separate line item in our consolidated statements of income. In each of the years ended December 31, 2020, 2021 and 2022, we sold five, five and five vessels, respectively.

Foreign Exchange Gains / (Losses)

Our functional currency is the U.S. dollar because our vessels operate in international shipping markets, and therefore transact business mainly in U.S. dollars. Our books of accounts are maintained in U.S. dollars. Transactions involving other currencies are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. The gain or loss derives from the different foreign currency exchange rates between the time that a cost is recorded in our books and the time that the cost is paid. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the year-end exchange rates.

Resulting gains or losses are reflected as foreign exchange gains / (losses) in our consolidated statement of income.

Other, Net

Other expenses represent primarily non-recurring items that are not classified under the other categories of our consolidated statement of comprehensive income. Such expenses may, for instance, result from various potential claims against our Company, or from payments we are effecting on behalf of charterers that cannot meet their obligations.

Interest Income, Interest and Finance Costs

We incur interest expense on outstanding indebtedness under our existing credit facilities which we include in interest expense. Finance costs also include financing and legal costs in connection with establishing and amending those facilities, which are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. Further, we earn interest on cash deposits in interest-bearing accounts and on interest-bearing securities, which we include in interest income. We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings. For a description of our existing credit facilities and our new committed term loan please read “—B. Liquidity and Capital Resources—Credit Facilities and Other Financing Arrangements”.

Equity in Net Earnings of Investments

Per the terms of the Framework Deed, we currently hold a minority interest in the equity of certain ship-owning companies. We account for these entities as equity investments. Equity in net earnings of investments represents our share of the earnings or losses of these entities for the reported period. For a description of the Framework Deed please see “Item 4. Information on the Company—B. Business Overview—Our Fleet—Framework Deed”.

Gain / (Loss) on Derivative Instruments

We enter into interest rate swap contracts, cross-currency swap agreements and interest rate cap agreements to manage our exposure to fluctuations of interest rate and foreign currencies risks associated with specific borrowings. Furthermore, we enter into forward freight agreements to establish market positions and to hedge our exposure to dry bulk freight rates, and we also enter into bunker swap agreements to hedge our relative exposure. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, we designate the derivative as a hedge of a forecasted transaction or the variability of cash flow to be paid (“cash flow hedge”). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in Other comprehensive income until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes have occurred. For a description of our existing interest rate swaps, please read “Item 11. Quantitative and Qualitative Disclosures About Market Risk—A. Quantitative Information About Market Risk—Interest Rate Risk”.

Results of Operations

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

During the years ended December 31, 2022 and 2021, we had an average of 116.7 and 83.6 vessels, respectively, in our fleet.

In the year ended December 31, 2022, we accepted delivery of (i) the secondhand container vessel Dyros with a TEU capacity of 4,578 and

      \(ii\) the secondhand dry bulk vessels Oracle, Libra and Norma with an aggregate DWT of 172,717. Furthermore, in the year
      ended December 31, 2022, we sold the container vessels Messini, Sealand Michigan, Sealand Illinois and York with an aggregate TEU capacity of 22,402, and the dry bulk vessel Thunder, with DWT of 57,334.

Furthermore, during the fourth quarter of 2022, our dry bulk operating platform under Costamare Bulkers commenced operations. Costamare Bulkers charters-in/out

      dry bulk vessels, enters into contracts of affreightment, forward freight agreements and may also utilize hedging solutions.

In the year ended December 31, 2021, (i) we accepted delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380, the secondhand container vessels Aries, Argus, Glen

        Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno, and Gialova with an aggregate TEU capacity of 49,909; and we sold the container vessels Halifax Express, Prosper, Venetiko, ZIM Shanghai and ZIM New York with an aggregate TEU capacity of
      22,306 and \(ii\) we acquired \(a\) the 75% equity interest of York in each of the 11,010 TEU container vessels Cape Kortia and Cape Sounio and \(b\) the 51% equity
      interest of York in each of the 11,010 TEU container vessels Cape Tainaro, Cape Artemisio and Cape Akritas and as a
      result we obtained 100% of the equity interest in each of these five vessels.

In addition, in the year ended December 31, 2021, we acquired all of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by

      entities affiliated with our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos. We agreed to acquire these companies from Mr. Konstantakopoulos at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his
      affiliated entities. Mr. Konstantakopoulos did not receive a profit as a result of the acquisition. The sixteen dry bulk vessels \(Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride,
      Alliance, Manzanillo, Acuity, Seabird, Aeolian,
      Comity, Athena, Farmer and Greneta\) that were part of the acquisition had an
      aggregate DWT of 932,329 and were delivered to us during the year ended December 31, 2021. In addition, in the year ended December 31, 2021, we accepted delivery of another twenty-seven secondhand dry bulk vessels \(Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Equity, Cetus, Curacao, Rose, Bermondi, Titan I, Orion, Merchia, Damon, Pythias, Hydrus and Phoenix\) with an aggregate DWT of 1,388,422.

In the years ended December 31, 2022 and 2021, our fleet ownership days totaled 42,595 and 30,525 days, respectively. Ownership days are one of the primary drivers of voyage revenue and vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.

Consolidated Financial Results and Vessels’ Operational Data

	Year<br><br> <br>ended December 31,									Percentage<br><br> <br>Change
(Expressed in millions of U.S. dollars,<br><br> <br>except percentages)	2021			2022			Change
Voyage revenue	$	793.6		$	1,113.9		$	320.3			40.4	%
Voyage expenses		(13.3	)		(49.1	)		35.8		n.m.
Voyage expenses – related parties		(11.1	)		(15.4	)		4.3			38.7	%
Vessels’ operating expenses		(180.0	)		(269.2	)		89.2			49.6	%
General and administrative expenses		(9.4	)		(12.4	)		3.0			31.9	%
Management and agency fees – related parties		(29.6	)		(46.7	)		17.1			57.8	%
General and administrative expenses – non-cash component		(7.4	)		(7.1	)		(0.3	)		(4.1	%)
Amortization of dry-docking and special survey costs		(10.4	)		(13.5	)		3.1			29.8	%
Depreciation		(137.0	)		(166.0	)		29.0			21.2	%
Gain on sale of vessels, net		45.9			126.3			80.4			175.2	%
Vessels’ impairment loss		-			(1.7	)		1.7		n.m.
Foreign exchange gains		0.1			3.2			3.1		n.m.
Interest income		1.6			5.9			4.3		n.m.
Interest and finance costs		(86.1	)		(122.2	)		36.1			41.9	%
Gain on sale of equity securities		60.2			-			(60.2	)	n.m.
Income from equity method investments		12.8			2.3			(10.5	)		(82.0	%)
Dividend income from investment in equity securities		1.8			-			(1.8	)	n.m.
Other		4.6			3.7			(0.9	)		(19.6	%)
Gain / (loss) on derivative instruments		(1.2	)		2.7			3.9		n.m.
Net Income	$	435.1		$	554.7
	Year<br><br> <br>ended December 31,
---	---	---	---	---	---	---	---	---	---
Vessels’ operational data	2021		2022		Change		Percentage<br><br> <br>Change
Average number of vessels		83.6		116.7		33.1		39.6	%
Ownership days		30,525		42,595		12,070		39.5	%
Number of vessels under dry-docking and special survey		15		23		8

Segmental Financial Summary

Year ended December 31, 2021
(Expressed in millions of U.S. dollars)	Container vessels			Dry bulk<br><br> <br>vessels ^(1)^			Other		Total
Voyage revenue	$	678.3		$	115.3		$	-	$	793.6
Voyage expenses		(7.1	)		(6.2	)		-		(13.3	)
Voyage expenses – related parties		(9.6	)		(1.5	)		-		(11.1	)
Vessels’ operating expenses		(151.5	)		(28.5	)		-		(180.0	)
General and administrative expenses		(8.2	)		(1.2	)		-		(9.4	)
Management fees – related parties		(24.9	)		(4.7	)		-		(29.6	)
General and administrative expenses – non-cash component		(6.3	)		(1.1	)		-		(7.4	)
Amortization of dry-docking and special survey costs		(10.3	)		(0.1	)		-		(10.4	)
Depreciation		(125.8	)		(11.2	)		-		(137.0	)
Gain on sale of vessels, net		45.9			-			-		45.9
Foreign exchange gains		0.1			-			-		0.1
Interest income		1.6			-			-		1.6
Interest and finance costs		(81.9	)		(4.2	)		-		(86.1	)
Gain on sale of equity securities		-			-			60.2		60.2
Income from equity method investments		-			-			12.8		12.8
Dividend income from investment in equity securities		-			-			1.8		1.8
Other		4.3			0.3			-		4.6
Loss on derivative instruments		(1.1	)		(0.1	)		-		(1.2	)
Net Income	$	303.5		$	56.8		$	74.8	$	435.1
Year ended December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Container vessels			Dry bulk vessels			CBI			Other		Eliminations			Total
(Expressed in millions of U.S. dollars)
Voyage revenue	$	797.4		$	316.1		$	0.4		$	-	$	-		$	1,113.9
Intersegment voyage revenue		-			0.8			-			-		(0.8	)		-
Voyage expenses		(11.4	)		(37.6	)		(0.1	)		-		-			(49.1	)
Intersegment voyage expenses		-			-			(0.8	)		-		0.8			-
Voyage expenses – related parties		(11.4	)		(4.0	)		-			-		-			(15.4	)
Vessels’ operating expenses		(169.4	)		(99.8	)		-			-		-			(269.2	)
General and administrative expenses		(7.7	)		(4.4	)		(0.3	)		-		-			(12.4	)
Management and agency fees– related parties		(27.0	)		(16.9	)		(2.8	)		-		-			(46.7	)
General and administrative expenses - non-cash component		(4.4	)		(2.7	)		-			-		-			(7.1	)
Amortization of dry-docking and special survey costs		(11.8	)		(1.7	)		-			-		-			(13.5	)
Depreciation		(126.3	)		(39.7	)		-			-		-			(166.0	)
Gain on sale of vessels, net		122.8			3.5			-			-		-			126.3
Vessels’ impairment loss		-			(1.7	)		-			-		-			(1.7	)
Foreign exchange gains		2.2			1.0			-			-		-			3.2
Interest income		3.6			2.3			-			-		-			5.9
Interest and finance costs		(101.9	)		(20.3	)		-			-		-			(122.2	)
Income from equity method investments		-			-			-			2.3		-			2.3
Other		2.3			1.4			-			-		-			3.7
Gain on derivative instruments		1.5			1.1			0.1			-		-			2.7
Net Income / (loss)	$	458.5		$	97.4		$	(3.5	)	$	2.3	$	-		$	554.7

^(1)^The results of dry bulk vessels are included from June 14, 2021. Prior to that, our results were attributable to container vessels only.

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The table below sets out our Voyage revenue adjusted on a cash basis and the corresponding reconciliation to Voyage revenue for the twelve-month periods ended December 31, 2022 and December 31, 2021. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

	Year<br><br> <br>ended December 31,
(Expressed in millions of U.S. dollars,<br><br> <br>except percentages)	2021			2022			Change		Percentage<br><br> <br>Change
Voyage revenue	$	793.6		$	1,113.9		$	320.3		40.4	%
Accrued charter revenue^(2)^		(11.3	)		(2.6	)		8.7		77.0	%
Amortization of Time charter assumed		(0.4	)		0.2			0.6	n.m.
Voyage revenue adjusted on a cash basis ^(3)^	$	781.9		$	1,111.5		$	329.6		42.2	%

^(2)^ Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period.

^(3)^ Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the table in “Item 4. Information On the Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”.

Voyage Revenue

Voyage revenue increased by 40.4%, or $320.3 million, to $1,113.9 million during the year ended December 31, 2022, from $793.6 million during the year ended December 31, 2021. The increase is mainly attributable to (i) revenue earned by one container vessel and three dry bulk vessels acquired during the first quarter of 2022, (ii) revenue earned by 16 container vessels and 43 dry bulk vessels acquired during the year ended December 31, 2021 and (iii) increased charter rates in certain of our container vessels during the year ended December 31, 2022 compared to the year ended December 31, 2021; partly off-set by (i) revenue not earned by four container vessels and one dry bulk vessel sold during the year ended December 31, 2022, (ii) revenue not earned by five container vessels sold during the year ended December 31, 2021 and (iii) decreased charter rates in certain of our dry bulk vessels during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 42.2%, or $329.6 million, to $1,111.5 million during the year ended December 31, 2022, from $781.9 million during the year ended December 31, 2021. Accrued charter revenue for the years ended December 31, 2022 and 2021 was a negative amount of $2.6 million and $11.3 million, respectively.

Voyage Expenses

Voyage expenses were $49.1 million and $13.3 million for the years ended December 31, 2022 and 2021, respectively. Voyage expenses increased year over year partially due to the increased number of vessels in our fleet, and mainly include (i) fuel consumption mainly related to our dry bulk vessels, (ii) third party commissions, (iii) port expenses and (iv) canal tolls.

Voyage Expenses – related parties

Voyage expenses – related parties were $15.4 million and $11.1 million for the years ended December 31, 2022 and 2021, respectively. Voyage expenses – related parties represent (i) fees of 1.25%, in the aggregate, on voyage revenues charged by a related manager and a service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $1.5 million and $1.3 million, in the aggregate, for the years ended December 31, 2022 and 2021, respectively.

Vessels’ Operating Expenses

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $269.2 million and $180.0 million during the years ended December 31, 2022 and 2021, respectively. Daily vessels’ operating expenses were $6,321 and $5,896 for the years ended December 31, 2022 and 2021, respectively. The increase in the daily operating expenses during the year ended December 31, 2022 is mainly attributable to increased crew costs related to COVID-19 pandemic measures. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

General and Administrative Expenses

General and administrative expenses were $12.4 million and $9.4 million during the years ended December 31, 2022 and 2021, respectively, and include $2.7 million and $2.5 million, respectively, that were paid to a related manager.

Management and Agency Fees – related parties

Management fees charged by our related party managers were $43.9 million and $29.6 million during the years ended December 31, 2022 and 2021, respectively. Furthermore, during the fourth quarter of 2022 agency fees of $2.8 million, in aggregate, were charged by three related agents in connection with the operations of Costamare Bulkers.

General and Administrative Expenses – non-cash component

General and administrative expenses – non-cash component for the year ended December 31, 2022 amounted to $7.1 million, representing the value of the shares issued to a related party manager on March 30, 2022, on June 30, 2022, on September 30, 2022 and on December 30, 2022. General and administrative expenses – non-cash component for the year ended December 31, 2021 amounted to $7.4 million, representing the value of the shares issued to a related party manager on March 31, 2021, on June 30, 2021, on September 30, 2021 and on December 30, 2021.

Amortization of Dry-Docking and Special Survey Costs

Amortization of deferred dry-docking and special survey costs was $13.5 million and $10.4 million during the years ended December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, 18 vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey. During the year ended December 31, 2021, 14 vessels underwent and completed their dry-docking and special survey and one vessel was in the process of completing her dry-docking and special survey.

Depreciation

Depreciation expense for the years ended December 31, 2022 and 2021 was $166.0 million and $137.0 million, respectively.

Gain on Sale of Vessels, net

During the year ended December 31, 2022, we recorded an aggregate gain of $126.3 million from the sale of the container vessels Messini, Sealand

        Michigan, Sealand Illinois and York \(vessels classified as held for sale during the fourth quarter of 2021\) and the dry bulk vessel Thunder \(vessel classified as held for sale during the first quarter of 2022\). During the year ended December 31, 2021, we recorded a net gain of $45.9 million from the sale of the container vessels Prosper \(asset held for sale at March 31, 2021\), Halifax Express \(asset held for sale at December 31, 2020\), Venetiko
      \(asset held for sale at March 31, 2021 and June 30, 2021\), ZIM Shanghai \(asset held for sale as at June 30, 2021 and September 30, 2021\) and ZIM New York \(asset held for sale as at June 30, 2021 and September 30, 2021\).

Vessels’ Impairment Loss

During the year ended December 31, 2022, we recorded an impairment loss in relation to four of our dry bulk vessels in the amount of $1.7 million, in the aggregate. During the year ended December 31, 2021, no impairment loss was recorded.

Vessels Held for Sale

During the year ended December 31, 2022, the container vessels Sealand Washington and Maersk Kalamata

      were classified as vessels held for sale. No loss on vessels held for sale was recorded during the year ended December 31, 2022, since each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. During the year ended
      December 31, 2021, the container vessels Messini, Sealand Illinois, Sealand Michigan and York were classified as vessels held for sale. No loss on vessels held for sale was recorded since each vessel’s estimated fair value less costs to sell exceeded each vessel’s carrying value.

Interest Income

Interest income amounted to $5.9 million and $1.6 million for the years ended December 31, 2022 and 2021, respectively.

Interest and Finance Costs

Interest and finance costs were $122.2 million and $86.1 million during the years ended December 31, 2022 and 2021, respectively. The increase is mainly attributable to the increased average loan balances and increased financing costs during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Gain on Sale of Equity Securities / Dividend Income from Investment in Equity Securities

The gain on sale of equity securities of $60.2 million for the year period ended December 31, 2021, represents the difference between the aggregate sale price of 1,221,800 ordinary shares of ZIM as compared to the book value of these shares as of December 31, 2020. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the year ended December 31, 2021, we received a dividend from ZIM in the amount of $1.8 million.

Income from Equity Method Investments

Income from equity method investments for the year ended December 31, 2022 was $2.3 million ($12.8 million for the year ended December 31, 2021), representing our share of the income in jointly owned companies set up pursuant to the Framework Deed. As of December 31, 2022 and December 31, 2021 five and six companies, respectively, were jointly owned pursuant to the Framework Deed out of which four and four companies, respectively, owned container vessels. The decreased income from equity method investments in the year ended December 31, 2022 compared to the year ended December 31, 2021 is mainly attributable to the recorded capital gain on the sale of one jointly owned container vessel during the third quarter of 2021 and to the decreased number of container vessels jointly owned with York during 2022 compared to 2021.

Gain / (loss) on Derivative Instruments

As of December 31, 2022, we hold 28 interest rate derivatives and two cross currency rate swaps, all of which qualify for hedge accounting. As a result, the change in the fair value of each instrument is recorded in “Other Comprehensive Income” (“OCI”). As of December 31, 2022, the fair value of these instruments, in aggregate, amounted to a net asset of $44.9 million. During the year ended December 31, 2022, a gain of $48.7 million has been included in OCI and a loss of $0.2 million has been included in Gain / (loss) on Derivative Instruments.

Furthermore, as of December 31, 2022, we hold six forward freight agreements and one bunker swap agreement, none of which qualify for hedge accounting. As a result, the change in the fair value of such instruments is recorded in the consolidated statements of operations. As of December 31, 2022, the fair value of these instruments, in aggregate, amounted to a net asset of $0.1 million and a net gain of $0.1 million has been included in Gain / (loss) on Derivative Instruments during the year ended December 31, 2022.

Year ended December 31, 2021 compared to year ended December 31, 2020

During the years ended December 31, 2021 and 2020, we had an average of 83.6 and 60.0 vessels, respectively, in our fleet. In the year ended December 31, 2021, (i) we accepted

      delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380, the secondhand container vessels Aries, Argus, Glen Canyon, Androusa, Norfolk,
      Porto Cheli, Porto Kagio, Porto Germeno, and Gialova with an aggregate TEU
      capacity of 49,909; and we sold the container vessels Halifax Express, Prosper, Venetiko, ZIM Shanghai and ZIM New York with an aggregate TEU capacity of 22,306 and \(ii\) we acquired \(a\) the 75% equity interest of York in each of the 11,010 TEU container vessels Cape Kortia and Cape Sounio and \(b\) the 51% equity interest of York in each of the 11,010 TEU container vessels Cape Tainaro,
      Cape Artemisio and Cape Akritas and as a result we obtained 100% of the equity interest in each of these five vessels.

Furthermore, in the year ended December 31, 2021, we acquired all of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by

      entities affiliated with our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos. We agreed to acquire these companies from Mr. Konstantakopoulos at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his
      affiliated entities. Mr. Konstantakopoulos did not receive a profit as a result of the acquisition. The sixteen dry bulk vessels \(Pegasus, Builder, Adventure, Eracle, Peace, Sauvan, Pride,
      Alliance, Manzanillo, Acuity, Seabird, Aeolian,
      Comity, Athena, Farmer and Greneta\) that were part of the acquisition had an
      aggregate DWT of 932,329 and were delivered to us during the year ended December 31, 2021. In addition, in the year ended December 31, 2021, we accepted delivery of another twenty-seven secondhand dry bulk vessels \(Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Equity, Cetus \(ex. Charm\), Curacao, Rose,
      Bermondi, Titan I, Orion, Merchia, Damon,
      Pythias, Egyptian Mike and Phoenix\) with an aggregate DWT of 1,388,422.

In the year ended December 31, 2020, we accepted delivery of the newbuild vessels YM Triumph, YM Truth and YM Totality with an aggregate TEU capacity of 38,070 and the secondhand containerships Virgo, JPO Scorpius and Neokastro with an aggregate TEU capacity of 11,008; and we sold the vessels Neapolis, Kawasaki, Kokura, Zagora and Singapore

        Express with an aggregate TEU capacity of 22,503. In the years ended December 31, 2021 and 2020, our fleet ownership days totaled 30,525 and 21,965 days, respectively. Ownership days are one of the primary drivers of voyage revenue and
      vessels’ operating expenses and represent the aggregate number of days in a period during which each vessel in our fleet is owned.

	Year ended December 31,									Percentage
	2020			2021			Change			Change
Voyage revenue	$	460.3		$	793.6		$	333.3			72.4	%
Voyage expenses		(7.4	)		(13.3	)		5.9			79.7	%
Voyage expenses – related parties		(6.5	)		(11.1	)		4.6			70.8	%
Vessels’ operating expenses		(117.1	)		(180.0	)		62.9			53.7	%
General and administrative expenses		(7.4	)		(9.4	)		2.0			27.0	%
Management fees – related parties		(21.6	)		(29.6	)		8.0			37.0	%
General and administrative expenses - non-cash component		(3.7	)		(7.4	)		3.7			100.0	%
Amortization of dry-docking and special survey costs		(9.0	)		(10.4	)		1.4			15.6	%
Depreciation		(108.7	)		(137.0	)		28.3			26.0	%
Gain / (loss) on sale / disposal of vessels, net		(79.1	)		45.9			125.0		n.m.
Loss on vessels held for sale		(7.7	)		—			(7.7	)	n.m.
Vessels’ impairment loss		(31.6	)		—			(31.6	)	n.m.
Foreign exchange gains / (losses)		(0.3	)		0.1			0.4		n.m.
Interest income		1.9			1.6			(0.3	)		(15.8	%)
Interest and finance costs		(68.7	)		(86.1	)		17.4			25.3	%
Swaps’ breakage cost		—			—			—		n.m.
Gain on sale of equity securities		—			60.2			60.2		n.m.
Income from equity method investments		16.2			12.8			(3.4	)		(21.0	%)
Dividend income from investment in equity securities		—			1.8			1.8		n.m.
Other		1.2			4.6			3.4		n.m.
Loss on derivative instruments		(1.9	)		(1.2	)		(0.7	)		(36.8	%)
Net Income	$	8.9		$	435.1

	Year ended December 31,						Percentage
	2020		2021		Change		Change
Average number of vessels		60.0		83.6		23.6		39.3	%
Ownership days		21,965		30,525		8,560		39.0	%
Number of vessels under dry-docking		11		15		4

Segmental Financial Summary

Year ended December 31, 2021
(Expressed in millions of U.S. dollars)	Container vessels			Dry bulk<br><br> <br>vessels ^(1)^			Other		Total
Voyage revenue	$	678.3		$	115.3		$	-	$	793.6
Voyage expenses		(7.1	)		(6.2	)		-		(13.3	)
Voyage expenses – related parties		(9.6	)		(1.5	)		-		(11.1	)
Vessels’ operating expenses		(151.5	)		(28.5	)		-		(180.0	)
General and administrative expenses		(8.2	)		(1.2	)		-		(9.4	)
Management fees – related parties		(24.9	)		(4.7	)		-		(29.6	)
General and administrative expenses – non-cash component		(6.3	)		(1.1	)		-		(7.4	)
Amortization of dry-docking and special survey costs		(10.3	)		(0.1	)		-		(10.4	)
Depreciation		(125.8	)		(11.2	)		-		(137.0	)
Gain on sale of vessels, net		45.9			-			-		45.9
Foreign exchange gains		0.1			-			-		0.1
Interest income		1.6			-			-		1.6
Interest and finance costs		(81.9	)		(4.2	)		-		(86.1	)
Gain on sale of equity securities		-			-			60.2		60.2
Income from equity method investments		-			-			12.8		12.8
Dividend income from investment in equity securities		-			-			1.8		1.8
Other		4.3			0.3			-		4.6
Loss on derivative instruments		(1.1	)		(0.1	)		-		(1.2	)
Net Income	$	303.5		$	56.8		$	74.8	$	435.1

^(1)^The results of dry bulk vessels are included from June 14, 2021. Prior to that, our results were attributable to container vessels only.

The Company reports its financial results in accordance with U.S. GAAP. However, management believes that certain non-GAAP financial measures used in managing the business may provide users of these financial measures additional meaningful comparisons between current results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating the Company’s performance. The table below sets out our Voyage revenue adjusted on a cash basis and the corresponding reconciliation to Voyage revenue for the twelve-month periods ended December 31, 2021 and December 31, 2020. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company’s reported results prepared in accordance with GAAP.

	Year ended December 31,								Percentage
	2020		2021			Change			Change
	(Expressed in millions of U.S. dollars, except percentages)
Voyage revenue	$	460.3	$	793.6		$	333.3			72.4	%
Accrued charter revenue^(1)^		21.3		(11.3	)		(32.6	)		(153.1	)
Amortization of Time charter assumed		0.2		(0.4	)		(0.6	)	n.m.
Voyage revenue adjusted on a cash basis^(2)^	$	481.8	$	781.9		$	300.1			62.3	%

(1)

Accrued charter revenue represents the difference between cash received during the period and revenue recognized on a straight-line basis. In the early years of a charter with escalating charter rates, voyage revenue will exceed cash received during the period.

(2)

Voyage revenue adjusted on a cash basis represents Voyage revenue after adjusting for non-cash “Accrued charter revenue” recorded under charters with escalating charter rates. Voyage revenue adjusted on a cash basis is not a recognized measurement under U.S. GAAP. We believe that the presentation of Voyage revenue adjusted on a cash basis is useful to investors because it presents the charter revenue for the relevant period based on the then-current daily charter rates. The increases or decreases in daily charter rates under our charter party agreements are described in the notes to the table in “Item 4. Information On The Company—Business Overview—Our Fleet, Acquisitions and Vessels Under Construction”.

---

Voyage Revenue

Voyage revenue increased by 72.4%, or $333.3 million, to $793.6 million during the year ended December 31, 2021, from $460.3 million during the year ended December 31, 2020. The increase is mainly attributable to (i) revenue earned by six container vessels acquired during the year ended December 31, 2020 as well as revenue earned by 16 container vessels and 41 dry bulk vessels acquired during the year ended December 31, 2021, (ii) increased charter rates in certain of our container vessels during the year ended December 31, 2021 compared to the year ended December 31, 2020, partly off-set by revenue not earned by five container vessels sold during the year ended December 31, 2020 and five container vessels sold during the year ended December 31, 2021.

Voyage revenue adjusted on a cash basis (which eliminates non-cash “Accrued charter revenue”), increased by 62.3%, or $300.1 million, to $781.9 million during the year ended December 31, 2021, from $481.8 million during the year ended December 31, 2020. Accrued charter revenue for the years ended December 31, 2021 and 2020 was a negative amount of $11.3 million and a positive amount of $21.3 million, respectively.

Voyage Expenses

Voyage expenses were $13.3 million and $7.4 million for the years ended December 31, 2021 and 2020, respectively. Voyage expenses mainly include (i) off-hire expenses of our vessels, primarily related to fuel consumption and (ii) third party commissions.

Voyage Expenses – related parties

Voyage expenses – related parties were $11.1 million and $6.5 million for the years ended December 31, 2021 and 2020, respectively. Voyage expenses – related parties represent (i) fees of 1.25% in the aggregate on voyage revenues charged by a related manager and a service provider and (ii) charter brokerage fees (in respect of our container vessels) payable to two related charter brokerage companies for an amount of approximately $1.3 million and $0.8 million, in the aggregate, for the years ended December 31, 2021 and 2020, respectively.

Vessels’ Operating Expenses

Vessels’ operating expenses, which also include the realized gain/(loss) under derivative contracts entered into in relation to foreign currency exposure, were $180.0 million and $117.1 million during the years ended December 31, 2021 and 2020, respectively. Daily vessels’ operating expenses were $5,896 and $5,329 for the years ended December 31, 2021 and 2020, respectively. The increase in the daily operating expenses during the year ended December 31, 2021 is mainly attributed to increased one-time predelivery expenses for the acquisition of dry bulk vessels and increased crew costs related to COVID-19 pandemic measures. Daily operating expenses are calculated as vessels’ operating expenses for the period over the ownership days of the period.

General and Administrative Expenses

General and administrative expenses were $9.4 million and $7.4 million during the years ended December 31, 2021 and 2020, respectively, and both include $2.5 million paid to a related manager.

Management Fees – related parties

Management fees paid to our related party managers were $29.6 million and $21.6 million during the years ended December 31, 2021 and 2020, respectively.

General and Administrative Expenses – non-cash component

General and administrative expenses – non-cash component for the year ended December 31, 2021 amounted to $7.4 million, representing the value of the shares issued to a related-party manager on March 31, 2021, June 30, 2021, September 30, 2021 and December 30, 2021. General and administrative expenses – non-cash component for the year ended December 31, 2020 amounted to $3.7 million, representing the value of the shares issued to a related-party manager on March 30, 2020, June 30, 2020, September 30, 2020 and December 30, 2020.

Amortization of Dry-Docking and Special Survey

Amortization of deferred dry-docking and special survey costs was $10.4 million and $9.0 million during the year ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, 14 vessels underwent and completed their dry-docking and special survey and one vessel was in the process of completing her dry-docking and special survey. During the year ended December 31, 2020, 11 vessels underwent and completed their dry-docking and special survey.

Depreciation

Depreciation expense for the year ended December 31, 2021 and 2020 was $137.0 million and $108.7 million, respectively.

Gain / (loss) on Sale / Disposal of Vessels, net

During the year ended December 31, 2021, we recorded a net gain of $45.9 million from the sale of the container vessels Prosper (asset

      held for sale at March 31, 2021\), Halifax Express \(asset held for sale at December 31, 2020\), Venetiko \(asset held for sale at March 31, 2021 and June 30, 2021\),
      ZIM Shanghai \(asset held for sale as at June 30, 2021 and September 30, 2021\) and ZIM New
        York \(asset held for sale as at June 30, 2021 and September 30, 2021\). During the year ended December 31, 2020, we recorded an aggregate net loss of $79.1 million from the sale of the container vessels Neapolis,
      Kawasaki, Kokura, Zagora and Singapore Express. Neapolis and Zagora were classified as assets held for sale at December 31, 2019.

Loss on Vessels Held for Sale

During the year ended December 31, 2021, the container vessels Messini, Sealand Illinois, Sealand Michigan and York were classified as vessels held for sale. No loss on vessels held for sale was recorded since each vessel’s estimated fair value less costs

      to sell exceeded each vessel’s carrying value. During the year ended December 31, 2020, the container vessel Halifax Express was classified as a vessel held for sale and we recorded a loss on vessels held
      for sale of $7.7 million, which resulted from its estimated fair value measurement less costs to sell, during the year.

Vessels’ Impairment Loss

During the year ended December 31, 2021 no impairment loss was recorded. During the year ended December 31, 2020, we recorded an impairment loss related to five of our container vessels of $31.6 million, in aggregate.

Interest Income

Interest income amounted to $1.6 million and $1.9 million for the years ended December 31, 2021 and 2020, respectively.

Interest and Finance Costs

Interest and finance costs were $86.1 million and $68.7 million during the years ended December 31, 2021 and 2020, respectively. The increase is mainly attributable to the increased average loan balances during the year ended December 31, 2021 compared to the year ended December 31, 2020, partly off-set by the decreased financing cost during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Swaps’ Breakage Costs

During the year ended December 31, 2020, we terminated two interest rate derivative instruments that qualified for hedge accounting and we paid the counterparties breakage costs of $0.006 million in aggregate.

Gain on Sale of Equity Securities / Dividend Income from Investment in Equity Securities

The gain on sale of equity securities of $60.2 million for the year ended December 31, 2021, represents the difference between the aggregate sale price of 1,221,800 ordinary shares of ZIM compared to the book value of these shares as of December 31, 2020. ZIM completed its initial public offering and listing on the New York Stock Exchange of its ordinary shares on January 27, 2021. Furthermore, in the year ended December 31, 2021, we received a dividend from ZIM in the amount of $1.8 million.

Income from Equity Method Investments

During the year ended December 31, 2021 we recorded income from equity method investments of $12.8 million representing our share of the income in jointly owned companies pursuant to the Framework Deed, with York. Since late March 2021, we have held 100% of the equity interest in five previously jointly owned companies with York, and since then, these five companies are consolidated in our consolidated financial statements. As of December 31, 2021, six companies are jointly owned with York (of which, four companies currently own container vessels). During the year ended December 31, 2020, we recorded income from equity method investments of $16.2 million relating to investments under the Framework Deed. As of December 31, 2020, 13 companies were jointly owned with York (of which, ten companies owned container vessels). The decreased income from equity method investments in 2021 compared to 2020 is mainly attributable to the decreased number of container vessels jointly owned with York during 2021 compared to 2020; partly off-set by the increased profitability of certain container vessels jointly owned with York during 2021 compared to 2020 and the gain on sale of one container vessel jointly owned with York which was sold in the third quarter of 2021.

Loss on Derivative Instruments

As of December 31, 2021, ten interest rate derivative instruments and two cross currency rate swaps were outstanding and their fair value, in the aggregate, as at that date were a liability of $10.9 million. The change in the fair value of our interest rate derivative instruments and cross currency swaps that qualified for hedge accounting is recorded in OCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For the year ended December 31, 2021, a gain of $5.7 million has been included in OCI and a loss of $0.4 million has been included in Loss on derivative instruments in the consolidated statement of income, resulting from the fair market value change of the interest rate derivative instruments during 2021.

B. Liquidity and Capital Resources

Historically, our principal sources of funds have been operating cash flows and long-term financing in the form of bank borrowings, unsecured bond loans or sale and leaseback transactions. Our principal uses of funds have been capital expenditures to establish, grow and maintain our fleet, comply with international shipping standards, environmental laws and regulations, fund working capital requirements and pay dividends. In monitoring our working capital needs, we project our charter hire income and vessels’ maintenance and running expenses, as well as debt service obligations, and seek to maintain adequate cash reserves in order to address any budget overruns.

Our primary short-term liquidity needs relate to funding our vessel operating expenses, debt repayment, lease payment and payment of quarterly dividends on our outstanding preferred and common stock. Our long-term liquidity needs primarily relate to additional vessel acquisitions in the containership and dry bulk sectors for fleet renewal or expansion, debt repayments and lease payments. We anticipate that our primary sources of funds will be cash from operations, along with borrowings under new credit facilities and other financing arrangements that we intend to obtain from time to time in connection with vessel acquisitions. We believe that these sources of funds will be sufficient to meet our short-term and long-term liquidity needs, including our agreements, subject to certain conditions, to acquire newbuild vessels, although there can be no assurance that we will be able to obtain future debt financing on terms acceptable to us.

In addition, since our initial public offering in 2010, we have completed several equity offerings. On March 27, 2012, the Company completed a follow-on public equity offering in which we issued 7,500,000 shares of common stock at a public offering price of $14.10 per share. The net proceeds of this offering were $100.6 million. On October 19, 2012, the Company completed a second follow-on public equity offering in which we issued 7,000,000 shares of common stock at a public offering price of $14.00 per share. The net proceeds of this offering were $93.5 million. On August 7, 2013, the Company completed a public equity offering of 2,000,000 shares of Series B Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were $48.0 million. On January 21, 2014, the Company completed a public equity offering of 4,000,000 shares of Series C Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were $96.5 million. On May 13, 2015, the Company completed a public equity offering of 4,000,000 shares of Series D Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were $96.6 million. On December 5, 2016, the Company completed a third follow-on public equity offering in which we issued 12,000,000 shares of common stock at a public offering price of $6.00 per share. The net proceeds of this offering were $69.0 million. On May 31, 2017, the Company completed a fourth follow-on public equity offering in which we issued 13,500,000 shares of common stock at a public offering price of $7.10 per share. The net proceeds of this offering were $91.68 million. On January 30, 2018, the Company completed a public equity offering of 4,600,000 shares of Series E Preferred Stock at a public offering price of $25.00 per share. The net proceeds of this offering were $111.2 million. As of March 21, 2023, we had available $500 million under a Form F-3 shelf registration statement for future issuances of securities in the public market.

On November 30, 2022, we announced our dry bulk operating platform. In connection with the establishment of the dry bulk operating platform, we have invested $100 million and we have agreed to invest up to an additional $100 million in the new line of business under certain conditions. See “Item 4. Information on the Company—A. History and Development of the Company”.

On March 16, 2023, we announced our investment in a leasing business. In connection with the investment, we have agreed to invest up to $200 million in the new line of business as provided for in the Neptune Shareholders’ Agreement. See “Item 4. Information on the Company—A. History and Development of the Company”.

As of December 31, 2022, we had total cash liquidity of $811.6 million, consisting of cash, cash equivalents and restricted cash.

As of March 21, 2023, we had four series of preferred stock outstanding, approximately $49.3 million aggregate liquidation preference of the Series B Preferred Stock, approximately $99.3 million aggregate liquidation preference of the Series C Preferred Stock, approximately $99.7 million aggregate liquidation preference of the Series D Preferred Stock and approximately $114.4 million aggregate liquidation preference of the Series E Preferred Stock. The Series B Preferred Stock carry an annual dividend rate of 7.625% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series C Preferred Stock carry an annual dividend rate of 8.50% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series D Preferred Stock carry an annual dividend rate of 8.75% per $25.00 of liquidation preference per share and are redeemable by us at any time. The Series E Preferred Stock carry an annual dividend rate of 8.875% per $25.00 of liquidation preference per share and are redeemable by us at any time on or after January 30, 2023.

As of December 31, 2022, we had an aggregate of $2.6 billion of indebtedness outstanding under various credit agreements, including our unsecured bond loan and other financing arrangements.

As of March 21, 2023, we had five unencumbered vessels in the water. Under the Framework Deed there were two secondhand vessels acquired which are free of debt.

Our common stock dividend policy and our preferred stock dividend obligations also impact our future liquidity needs. For more information regarding our dividend payments, please see “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information”.

On July 6, 2016, we implemented the Dividend Reinvestment Plan and registered 30 million shares for issuance under the Dividend Reinvestment Plan. The Dividend Reinvestment Plan offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Participation in the Dividend Reinvestment Plan is optional, and shareholders who decide not to participate in the Dividend Reinvestment Plan will continue to receive cash dividends, as declared and paid in the usual manner. On February 7, 2022, May 5, 2022, August 8, 2022, November 7, 2022, and February 7, 2023, we issued 274,939 shares, 1,420,709 shares, 330,961 shares, 428,300 shares and 384,177 shares, respectively, pursuant to the Dividend Reinvestment Plan. Our Chairman and CEO, Konstantinos Konstantakopoulos, reinvested all his cash dividends on the aforementioned dates.

On November 30, 2021, the Board of Directors approved a share repurchase program authorizing total repurchases of us to a maximum of $150 million of our common shares and up to $150 million of our preferred shares. Shares may be purchased from time to time in open market or privately negotiated transactions, or other financial arrangements at times and prices that are considered to be appropriate by the Company. The program may be suspended or discontinued at any time. During the year ended December 31, 2021, the Company had not acquired any common or preferred shares under the program. During the year ended December 31, 2022, the Company acquired 4,736,702 common shares for a total amount of $60.1 million, with the average purchase price of $12.69 per share. See “Item 16.E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers”.

Working Capital Position

We have historically financed our capital requirements with cash flow from operations, equity contributions from stockholders and long-term financing in the form of bank debt, unsecured bond loans or sale and leaseback transactions. Our main uses of funds have been capital expenditures for the acquisition of new vessels, for fleet renewal or expansion, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, repayments of bank loans and payments of dividends. We will require capital to fund ongoing operations, the construction of our new vessels, the acquisition cost of any secondhand vessels we agree to acquire in the future and debt service. Working capital, which is current assets minus current liabilities, including the current portion of long-term debt, was positive $591.5 million at December 31, 2022 and positive $56.1 million at December 31, 2021.

We anticipate that internally generated cash flow will be sufficient to fund the operations of our fleet, including our working capital requirements. See “—Credit Facilities and Other Financing Arrangements”.

Cash Flows

Years ended December 31, 2020, 2021 and 2022

	Year ended December 31,
	2020			2021			2022
	(Expressed in millions of U.S. dollars)
Condensed cash flows
Net Cash Provided by Operating Activities	$	274.3		$	466.5		$	581.6
Net Cash Provided by / (Used in) Investing Activities		(36.4	)		(787.5	)		42.5
Net Cash Provided by / (Used in) Financing Activities		(241.9	)		482.6			(166.1	)

Net Cash Provided by Operating Activities

Net cash flows provided by operating activities for the year ended December 31, 2022, increased by $115.1 million to $581.6 million, from $466.5 million for the year ended December 31, 2021. The increase is mainly attributable to increased cash from operations of $329.6 million; partly off-set by (i) the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $14.0 million, (ii) the increased payments for interest (including swap net payments) of $24.7 million during the year ended December 31, 2022 compared to the year ended December 31, 2021 and (iii) the increased dry-docking and special survey costs of $19.4 million during the year ended December 31, 2022 compared to the year ended December 31, 2021.

Net cash flows provided by operating activities for the year ended December 31, 2021, increased by $192.2 million to $466.5 million, from $274.3 million for year ended December 31, 2020. The increase is mainly attributable to increased cash from operations of $300.2 million, partly off-set by the unfavorable change in working capital position, excluding the current portion of long-term debt and the accrued charter revenue (representing the difference between cash received in that period and revenue recognized on a straight-line basis) of $1.3 million, by the increased payments for interest (including swap payments) of $11.8 million during the year ended December 31, 2021 compared to the year ended December 31, 2020 and by the increased dry-docking and special survey costs of $3.4 million during the year ended December 31, 2021 compared to the year ended December 31, 2020.

Net Cash Provided by / (Used in) Investing Activities

Net cash provided by investing activities was $42.5 million in the year ended December 31, 2022, which mainly consisted of proceeds we received from (i) the sale of four container vessels and one dry bulk vessel and (ii) the maturity of part of our short-term investments in US Treasury Bills; partly off-set by (i) payments for the acquisition of two secondhand dry bulk vessels, (ii) settlement payment for the delivery of one secondhand dry bulk vessel, (iii) payments for the purchase of short-term investments in US Treasury Bills and (iv) payments for upgrades for certain of our container and dry bulk vessels.

Net cash used in investing activities was $787.5 million in the year ended December 31, 2021, which mainly consisted of (i) net payments for the acquisition of the 75% equity interest in two companies and of the 51% equity interest in three companies, previously jointly owned with York pursuant to the Framework Deed, (ii) payments for the delivery of two newbuild container vessels, (iii) settlement payments for the acquisition of three secondhand container vessels, (iv) payments for the acquisition of six secondhand container vessels and 41 dry bulk vessels, (v) payment for the acquisition of one secondhand container vessel which was delivered in January 2022, (vi) advance payments for the acquisition of one secondhand dry bulk vessel which was delivered in January 2022, (vii) payments for the acquisition of the equity interest of sixteen companies (which owned or had committed to acquire dry bulk vessels) owned by our Chairman and Chief Executive Officer, Konstantinos Konstantakopoulos in accordance with the Longshaw Share Purchase Agreement and (viii) payments for upgrades for certain of our container and dry bulk vessels; partly off-set by proceeds we received from (i) the sale of 1,221,800 ordinary shares of ZIM that we owned, (ii) the sale of five container vessels and (iii) return of capital we received from one entity jointly-owned with York pursuant to the Framework Deed.

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Net cash used in investing activities was $36.4 million in the year ended December 31, 2020, which mainly consisted of payments for upgrades for certain of our vessels and payments for the delivery of three newbuild vessels and three secondhand vessels; partly offset by proceeds we received from the sale of five of our vessels and by return of capital we received from ten entities jointly-owned with York pursuant to the Framework Deed.

Net Cash Provided by / (Used in) Financing Activities

Net cash used in financing activities was $166.1 million in the year ended December 31, 2022, which mainly consisted of (a) $30.0 million net proceeds relating to our debt financing agreements (including proceeds of $1,014.3 million we received from our debt financing agreements), (b) $60.1 million we paid for the re-purchase of 4.7 million of our common shares, (c) $88.4 million we paid for dividends to holders of our common stock for the fourth quarter of 2021, the first quarter of 2022, the second quarter of 2022 and the third quarter of 2022 (including a special dividend paid to holders of our common stock of $46.7 million for the first quarter of 2022) and (d) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2021 to January 14, 2022, January 15, 2022 to April 14, 2022, April 15, 2022 to July 14, 2022 and July 15, 2022 to October 14, 2022.

Net cash provided by financing activities was $482.6 million in the year ended December 31, 2021, which mainly consisted of (a) $570.0 million net proceeds relating to our debt financing agreements (including proceeds we received (i) from the issuance of €100.0 million unsecured bond on the Athens Exchange and (ii) from our debt financing agreements of an amount of $1,103.1 million), (b) $40.2 million we paid for dividends to holders of our common stock for the fourth quarter of 2020, the first quarter of 2021, the second quarter of 2021 and the third quarter of 2021 and (c) $3.8 million we paid for dividends to holders of our Series B Preferred Stock, $8.5 million we paid for dividends to holders of our Series C Preferred Stock, $8.7 million we paid for dividends to holders of our Series D Preferred Stock and $10.2 million we paid for dividends to holders of our Series E Preferred Stock for the periods from October 15, 2020 to January 14, 2021, January 15, 2021 to April 14, 2021, April 15, 2021 to July 14, 2021 and July 15, 2021 to October 14, 2021.

Net cash used in financing activities was $241.9 million in the year ended December 31, 2020, which mainly consisted of (a) $165.1 million net payments relating to our debt financing agreements, (b) $34.3 million we paid for dividends to holders of our common stock for the fourth quarter of 2019, the first quarter of 2020, the second quarter of 2020 and the third quarter of 2020 and (c) $3.8 million we paid for dividends to holders of our 7.625% Series B Preferred Stock, $8.5 million we paid for dividends to holders of our 8.500% Series C Preferred Stock, $8.7 million we paid for dividends to holders of our 8.75% Series D Preferred Stock and $10.2 million we paid for dividends to holders of our 8.875% Series E Preferred Stock for the period from October 15, 2019 to January 14, 2020, January 15, 2020 to April 14, 2020, April 15, 2020 to July 14, 2020 and July 15, 2020 to October 14, 2020.

Credit Facilities and Other Financing Arrangements

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, mainly from banks or other financial institutions. We have entered into a number of credit facilities and other financing arrangements in order to finance the acquisition of the vessels owned by our subsidiaries and for general corporate purposes. We act either as direct borrower or as guarantor and certain of our subsidiaries act respectively as guarantors or as borrowers. The obligations under our credit facilities and other financing arrangements are secured by, among other things, first priority mortgages over the vessels owned by the respective subsidiaries, charter assignments, first priority assignments of all insurances and earnings of the mortgaged vessels and guarantees by Costamare Inc. or the companies owning the financed vessels.

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On July 27, 2017, the FCA, which regulates LIBOR, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of LIBOR after 2021 (the “FCA Announcement”). The FCA Announcement indicated that the continuation of LIBOR was not guaranteed after 2021. On November 30, 2020 the administrator of LIBOR, ICE Benchmark Administration (“IBA”), announced that it would consult on ceasing to determine one-week and two-month U.S. dollar LIBOR with effect from December 31, 2021 but ceasing to determine the remaining U.S. dollar LIBOR tenors, including three-month LIBOR which most of our loan agreements are based on, on June 30, 2023. The Secured Overnight Financing Rate, or “SOFR”, has been proposed by the Alternative Reference Rate Committee, a committee convened by the U.S. Federal Reserve that includes major market participants and on which regulators participate, as an alternative rate to replace U.S. Dollar LIBOR.

As of December 31, 2022 the interest rate on all of our existing credit facilities and other financing arrangements is either a fixed rate or based on LIBOR/ SOFR floating rates. We have already initiated discussions with certain of our financing institutions and we expect that by the June 30, 2023 deadline, all our floating interest rate based credit facilities based on LIBOR will have switched to either daily compounded SOFR or the Term SOFR rate which is quoted on the Chicago Mercantile Exchange.

As of December 31, 2022, we have approximately $37.1 million in undrawn available credit under our credit facilities. For more information on our Credit Facilities and Other Financing Arrangements, please see Note 11 to our consolidated financial statements included elsewhere in this annual report.

The following table summarizes certain terms of our existing drawn credit facilities and other financing arrangements discussed below as at December 31, 2022:

Credit Facilities<br><br> <br>and Other Financing<br><br> <br>Arrangements	Outstanding<br><br> <br>Principal<br><br> <br>Amount	Interest Rate^(1)^	Maturity	Repayment profile
	(Expressed in thousands of U.S. dollars)
Bank Debt
Tatum et al	34,400	LIBOR + Margin^(2)^	2025	Straight-line amortization with balloon
Adele Shipping	48,500	LIBOR + Margin^(2)^	2026	Straight-line amortization with balloon
Cadence et al	82,800	LIBOR + Margin^(2)^	2027	Variable amortization with balloon
Sander et al	85,000	SOFR + Margin^(2)^	2030	Straight-line amortization with balloon
Raymond et al	112,430	LIBOR + Margin^(2)^	2025	Straight-line amortization with balloon
Caravokyra et al	6,928	LIBOR + Margin^(2)^	2025	Straight-line amortization with balloon
Capetanissa et al	15,671	LIBOR + Margin^(2)^	2025	Straight-line amortization with balloon
Berg	10,540	LIBOR/SOFR + Margin^(2)^	2026	Straight-line amortization with balloon
Verandi et al	43,500	SOFR + Margin^(2)^	2026	Variable amortization
Evantone et al	17,750	LIBOR + Margin^(2)^	2026	Straight-line amortization with balloon
Ainsley et al	131,250	LIBOR + Margin^(2)^	2031	Straight-line amortization with balloon
Hyde et al	127,212	Fixed Rate / SOFR + Margin^(2)^	2029	Straight-line amortization with balloon
Kemp	64,300	LIBOR + Margin^(2)^	2029	Variable amortization with balloon
Achilleas et al 2	66,974	LIBOR + Margin^(2)^	2026	Straight-line amortization with balloon
Novara et al	65,043	LIBOR + Margin^(2)^	2025-2026	Variable amortization with balloon
Dry Bulk (Facility 1)	24,387	LIBOR + Margin^(2)^	2026	Variable installments with balloon
Dry Bulk (Facility 3)	49,095	LIBOR + Margin^(2)^	2026	Variable amortization with balloon
Dry Bulk (Facility 4)	67,882	LIBOR + Margin^(2)^	2026-2027	Variable amortization with balloon
Dry Bulk (Facility 6)	47,884	LIBOR + Margin^(2)^	2027	Straight-line amortization with balloon
Dry Bulk (Facility 7)	52,361	LIBOR + Margin^(2)^	2027-2028	Variable amortization with balloon
Bails et al 2	62,500	LIBOR + Margin^(2)^	2026	Variable amortization with balloon
Dry Bulk (Facility 8)	82,885	SOFR + Margin^(2)^	2028	Variable amortization with balloon
Dry Bulk (Facility 9)	33,700	SOFR + Margin^(2)^	2026	Variable amortization with balloon
Dry Bulk (Facility 10)	30,000	SOFR + Margin^(2)^	2028	Variable amortization with balloon
Benedict et al	458,952	SOFR + Margin^(2)^	2027	Variable amortization with balloon
Other Financing Arrangements
Sale and Leaseback (Facility 3)	378,848	Fixed Rate	2030-<br><br> <br>2031	Bareboat structure-fixed<br><br> <br>daily charter with balloon
Bertrand et al Financing arrangements	300,082	Fixed Rate	2028	Variable amortization with balloon
Unsecured Bond Loan
Bond Loan	106,660	Fixed Rate	2026	Bullet

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(1)	The interest rates of long-term bank debt at December 31, 2022 ranged from 2.99% to 7.47%, and the weighted average interest rate as at December 31, 2022 was 4.9%. Such calculations have accounted for fixed<br> rate long-term bank debt and interest rate swaps/caps.
(2)	The interest rate margin of long-term bank debt at December 31, 2022 ranged from 1.50% to 3.90%, and the weighted average interest rate margin as at December 31, 2022 was 2.3%.
---	---

Tatum et al. Loan

On July 17, 2018, our subsidiaries, Tatum Shipping Co. and Singleton Shipping Co., as joint borrowers, entered into a seven-year $48.0 million loan with a bank, which we refer to in this section as

        the “Tatum et al. Loan”. The purpose of this loan was to finance general corporate purposes related to Megalopolis and Marathopolis. The loan was drawn in two
        equal tranches.

The obligations under the Tatum et al. Loan are guaranteed by Costamare Inc. and are secured by a first priority mortgage over the vessels, Marathopolis and

        Megalopolis, an account pledge, a general assignment of earnings, insurances, requisition compensation and charter rights.

As of December 31, 2022, there was $34.4 million outstanding under the Tatum et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount under both tranches is repayable in 11 quarterly installments of $0.8 million and a balloon payment of $25.6 million payable together with the last installment.

Adele Shipping Loan

On June 24, 2019, our subsidiary Adele Shipping Co., as borrower, entered into a seven-year $68.0 million credit facility with a bank, which we refer to in this section as the “Adele Shipping Loan”.

We have used the proceeds from Adele Shipping Loan to refinance a finance lease related to the MSC Azov and for general corporate purposes.

The obligations under the Adele Shipping Loan are guaranteed by Costamare Inc. and are secured by a first priority mortgage over the MSC Azov, an account

        pledge, a general assignment of earnings, insurances, requisition compensation and charter rights.

As of December 31, 2022, there was $48.5 million outstanding under the Adele Shipping Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount is repayable in 15 quarterly installments of $1.5 million and a balloon payment of $26.0 million payable together with the last installment.

Cadence et al. Loan

On June 18, 2019, our subsidiaries Cadence Shipping Co. and Bastian Shipping Co., as joint and several borrowers, entered into an eight-year $136.0 million credit facility with a bank, which we refer to in this section as the “Cadence et al. Loan”. The loan was drawn in two equal tranches.

We have used the proceeds from the Cadence et al. Loan to refinance finance leases related to the vessels MSC Amalfi and MSC

          Ajaccio and for general corporate purposes.

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The obligations under the Cadence et al. Loan are guaranteed by Costamare Inc. and are secured by first priority mortgages over the vessels, MSC Amalfi and

        MSC Ajaccio, account pledges, general assignment of earnings, insurances, requisition compensation and charter rights.

As of December 31, 2022, there was $82.8 million outstanding under the Cadence et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount under both tranches is repayable in six quarterly installments of $3.8 million, 12 quarterly installments of $2.6 million and a balloon payment of $28.8 million payable together with the last installment.

Sander et al. Loan

On November 11, 2022, our subsidiaries Quentin Shipping Co. and Sander Shipping Co., as joint and several borrowers, entered into an eight-year $85.0 million credit facility with a bank, which we refer to in this section as the “Sander et al. Loan”. The loan was drawn in two equal tranches.

We have used the proceeds from the Sander et al. Loan to refinance a loan with the same bank related to vessels Valor and Valiant and for general corporate purposes.

The obligations under the Sander et al. Loan are guaranteed by Costamare Inc. and are secured by first priority mortgages over the vessels, Valor and Valiant, account pledges, general assignment of earnings, insurances, requisition compensation and charter rights.

As of December 31, 2022, there was $85.0 million outstanding under the Sander et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount under both tranches is repayable in 32 quarterly installments of approximately $2.6 million and a balloon payment of $2.0 million payable together with the last installment.

Raymond et al. Loan

On June 28, 2019, Costamare Inc., as borrower, entered into a six-year $150.0 million credit facility with a bank, which we refer to in this section as the “Raymond et al. Loan”. The loan was drawn in three equal tranches.

We have used the proceeds from the Raymond et al. Loan to refinance two loans with two other banks, for the parts related to vessels Vantage, Value and Valence and for general corporate purposes.

The obligations under the Raymond et al. Loan are guaranteed by the owning companies of the three aforementioned vessels and are secured by first priority mortgages over the vessels, Vantage, Value and Valence, account pledges, general assignment of earnings, insurances, requisition compensation and

        charter rights.

As of December 31, 2022, there was $112.4 million outstanding under the Raymond et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount under all three tranches is repayable in 11 quarterly installments of approximately $2.9 million and a balloon payment of approximately $80.6 million payable together with the last installment.

Caravokyra et al. Loan

On May 29, 2020, our subsidiaries Caravokyra Maritime Corporation, Costachille Maritime Corporation, Kalamata Shipping Corporation, Marina Maritime Corporation, Navarino Maritime Corporation and Merten Shipping Co. entered into a five-year $70.0 million credit facility with a bank, which we refer to in this section as the “Caravokyra et al. Loan”. The loan was drawn in one tranche, and we have used the proceeds from the Caravokyra et al. Loan to partially refinance a loan with another bank.

104

The obligations under the Caravokyra et al. Loan are guaranteed by Costamare Inc. and were initially secured by first priority mortgages over the vessels ZIM

          Yantian \(ex. Cosco Ningbo\), Cosco Hellas, Yantian \(ex. Cosco Yantian\), ZIM Vietnam \(ex. Maersk Kolkata\), ZIM America \(ex. Maersk Kingston\) and Maersk Kalamata,
        account pledges, general assignment of earnings, insurances, requisition compensation and charter rights. During 2022, the relevant amounts of the vessels ZIM Yantian \(ex. Cosco Ningbo\), Cosco Hellas, Yantian \(ex. Cosco Yantian\) and ZIM America were fully repaid using proceeds from the Benedict et al. Loan and the relevant amount of the
        containership Maersk Kalamata was prepaid in order for the vessel to be sold.

As of December 31, 2022, there was $6.9 million outstanding under the Caravokyra et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount is repayable in 10 quarterly installments of approximately $0.3 million and a balloon payment of approximately $4.3 million that is payable together with the last installment.

Capetanissa et al. Loan

On April 24, 2020, our subsidiaries Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime Corporation, Joyner Carriers S.A. and Rena Maritime Corporation entered into a five-year $70.0 million credit facility with a bank, which we refer to in this section as the “Capetanissa et al. Loan”. The loan was drawn in one tranche, and we have used the proceeds from the Capetanissa et al. Loan to refinance two loans with two other banks.

The obligations under the Capetanissa et al. Loan are guaranteed by Costamare Inc. and were initially secured by first priority mortgages over the vessels Beijing, ZIM Shanghai (ex. Cosco Guangzhou), Sealand Washington, York and Messini, account pledges, general assignment of earnings, insurances, requisition compensation and charter rights. During 2022, the relevant amount of the vessel ZIM Shanghai (ex. Cosco Guangzhou) was fully repaid using proceeds from the Benedict et al. Loan and the relevant amounts of the containerships Messini, York and Sealand Washington were prepaid in order for the vessels to be sold.

As of December 31, 2022, there was $15.7 million outstanding under the Capetanissa et al. Loan, and, as of the same date, there was no undrawn available credit. The outstanding loan amount is repayable in 10 quarterly installments of approximately $0.7 million and a balloon payment of approximately $8.2 million that is payable together with the last installment.

Berg Loan

On January 27, 2021, Berg Shipping Co. entered into a loan agreement with a bank for an amount of $12.5 million, in order to finance the acquisition cost of the vessel Neokastro, which we refer to in this section as the “Berg Loan”.

The obligations under the Berg Loan are guaranteed by Costamare Inc., and are secured by a first priority mortgage over the vessel, an account pledge, a general assignment of earnings, insurances, requisition compensation and a charter assignment.

As of December 31, 2022, the outstanding balance of the loan of $10.5 million is repayable in 13 equal quarterly installments of approximately $0.3 million and a balloon payment of $6.9 million that is payable together with the last installment.

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Verandi et al. Loan

On September 29, 2022, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement as joint and several borrowers with a bank for an amount of $46.0 million in order to refinance one term loan with the same bank and for general corporate purposes, which we refer to in this section as the “Verandi et al. Loan”. The facility was drawn in one tranche.

The obligations under the Verandi et al. Loan are guaranteed by Costamare Inc., and are secured by first priority mortgages over the vessels, Maersk Kleven and Maersk Kotka, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

As of December 31, 2022, the aggregate outstanding balance of $43.5 million is repayable in three quarterly installments of $2.5 million and 12 quarterly installments $3.0 million.

Evantone et al. Loan

On March 18, 2021, Evantone Shipping Co. and Fortrose Shipping Co. entered into a loan agreement as joint and several borrowers with a bank for an amount of $23.0 million for the purpose of financing general corporate purposes, which we refer to in this section as the “Evantone et al. Loan”. The facility was drawn in one tranche.

The obligations under the Evantone et al. Loan are guaranteed by Costamare Inc., and are secured by first priority mortgages over the vessels, Aries and Argus, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

As of December 31, 2022, the outstanding balance of the loan of $17.8 million is repayable in 13 equal quarterly installments of approximately $0.8 million and a balloon payment of $8.0 million that is payable together with the last installment.

Ainsley et al. Loan

On March 19, 2021, Ainsley Maritime Co. and Ambrose Maritime Co. as joint and several Borrowers entered into a loan agreement with a bank for an amount of $150.0 million, in order to refinance two term loans and for general corporate purposes, which we refer to in this section as the “Ainsley et al. Loan”. The facility was drawn in two tranches.

The obligations under the Ainsley et al. Loan are guaranteed by Costamare Inc., and are secured by first priority mortgages over the vessels, Cape Kortia and Cape Sounio, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

As of December 31, 2022, the outstanding balance of the two tranches of $131.3 million is repayable in 33 equal quarterly installments of approximately $2.7 million and a balloon payment of approximately $42.9 million, payable together with the last installment.

Hyde et al. Loan

On March 24, 2021, Hyde Maritime Co. and Skerrett Maritime Co. entered into a loan agreement as joint and several borrowers with a bank for an amount of $147.0 million in order to refinance two term loans and for general corporate purposes, which we refer to in this section as the “Hyde et al. Loan”. The facility was drawn in two tranches.

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The obligations under the Hyde et al. Loan are guaranteed by Costamare Inc., and are secured, among others, by first priority mortgages over the vessels, Cape Tainaro and Cape Artemisio, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

During 2022, the maturities of the two tranches were extended until 2029. Until the original maturity date the interest expense related to both tranches will be calculated based on the originally agreed fixed rates, whereas from the original maturity dates until the extended maturity dates, interest expense will be calculated based on SOFR plus an agreed margin.

As of December 31, 2022, the outstanding balance of both tranches of $127.2 million is repayable in 25 equal quarterly installments of approximately $2.8 million and a balloon payment of approximately $56.5 million payable together with the last installment.

Kemp Loan

On March 29, 2021, Kemp Maritime Co. entered into a loan agreement with a bank for an amount of $75.0 million in order to refinance one term loan and for general corporate purposes, which we refer to in this section as the “Kemp Loan”.

The obligations under the Kemp Loan are guaranteed by Costamare Inc., and are secured by a first priority mortgage over the vessel, Cape Akritas, an account pledge, a general assignment of earnings, insurances, requisition compensation and a charter assignment.

As of December 31, 2022 the outstanding balance of the loan of $64.3 million is repayable in one quarterly installment of $1.5 million, 24 quarterly installments of approximately $1.4 million and a balloon payment of $28.6 million that is payable together with the last installment.

Achilleas et al. Loan 2

On June 1, 2021, subsidiaries of Costamare Inc., including Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, among others, entered into a loan agreement with a bank

        for an amount of up to $158.1 million, in order to partly refinance one term loan, which was secured by eight vessels, and to finance the acquisition cost of the vessels Porto Cheli, Porto Kagio and Porto Germeno. We refer to this facility in this section as the “Achilleas et al. Loan 2”.

The facility was drawn in four tranches and the total amount drawn was $158.1 million.

During 2021, the relevant amounts of three containerships (Venetiko, ZIM Shanghai and ZIM New York) were prepaid in order for the vessels to be sold.

The obligations under the Achilleas et al. Loan 2 are guaranteed by Costamare Inc., and were as of December 31, 2021 secured by first priority mortgages over

        the vessels, Sealand Illinois, Zim Tampa, Oakland, Lakonia, Areopolis, Porto Cheli, Porto Germeno, and Porto Kagio, account pledges, general assignments of
        earnings, insurances, requisition compensation and charter assignments. During 2022, the fourth tranche relevant to the vessel Porto Cheli was fully repaid using proceeds from the Bails et al. Loan 2 facility and the relevant amount of the containership Sealand Illinois was prepaid in order for the vessel to be sold.

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As of December 31, 2022, the outstanding balance of:

(i)	the first tranche is $15.0 million and is repayable in 14 equal quarterly installments of approximately $1.0 million and a balloon payment of $1.1 million that is payable together with the last installment,
(ii)	the second tranche is $26.0 million and is repayable in 14 equal quarterly installments of $1.5 million and a balloon payment of $5.0 million that is payable together with the last installment, and
---	---
(iii)	the third tranche is $26.0 million and is repayable in 14 equal quarterly installments of $1.5 million and a balloon payment of $5.0 million that is payable together with the last installment.
---	---

Novara et al. Loan

On June 7, 2021, Novara Shipping Co., Finney Shipping Co., Alford Shipping Co. and Nisbet Shipping Co. as joint and several borrowers entered into a loan agreement with a bank for an amount of up to

        $79.0 million in order to finance the acquisition cost of the vessels Androusa, Norfolk, Gialova and Dyros, which we refer to in this section as the “Novara et al. Loan”. As of December 31, 2022, all four tranches under the Novara et al. Loan were drawn.

The obligations under the Novara et al. Loan are guaranteed by Costamare Inc., and are secured by first priority mortgages over the vessels, Androusa, Norfolk, Gialova and Dyros, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

As of December 31, 2022, the aggregate outstanding balance $36.4 million of the first two tranches is repayable in 10 variable quarterly installments and a balloon payment of approximately $24.1 million in the aggregate, that is payable together with the last installment. As of December 31, 2022, the outstanding balance of the third tranche of $18.6 million is repayable in 11 variable quarterly installments with a balloon payment of approximately $11.0 million, that is payable together with the last installment. As of December 31, 2022, the outstanding balance of the fourth tranche of $10.1 million is repayable in 13 variable quarterly installments with a balloon payment of approximately $4.7 million, that is payable together with the last installment.

Dry Bulk (Facility 1)

On July 16, 2021, Costamare Inc., as borrower, entered into a hunting license facility agreement with a bank for an amount of up to $120.0 million, in order to finance the acquisition cost of the

        vessels Bernis, Verity, Dawn, Discovery, Clara, Serena, Parity, Taibo, Thunder, Rose, Equity and Curacao. The facility, which we refer to in this section as the
        “Dry Bulk \(Facility 1\)”, has a six-year tenor and may be drawn in multiple tranches, one per each financed vessel.

The obligations under Dry Bulk (Facility 1) are guaranteed by the companies which own the vessels and are secured by a first priority mortgage over the vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

During December 2021, the outstanding amount of the tranches related to vessels Rose, Thunder, Clara and Equity

        was refinanced under the Dry Bulk \(Facility 5\) and during 2022, the outstanding amount of the tranches related to vessels Bernis, Verity, Dawn, Discovery and Parity was fully repaid using proceeds from
        the Dry Bulk  \(Facility 6\).

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As of December 31, 2022, the aggregate outstanding balance of $24.4 million is repayable in variable quarterly installments with an aggregate balloon payment of approximately $12.6 million that is payable together with the respective last installments.

Dry Bulk (Facility 3)

On July 8, 2021, Costamare Inc., as borrower, entered into a loan agreement with a bank for an amount of up to $62.5 million, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride,

        Acuity, Comity and Athena. The facility, which we refer to in this section as the “Dry Bulk \(Facility 3\)”, has a
        five-year tenor and was drawn in eight tranches, one per each financed vessel.

The obligations under the Dry Bulk (Facility 3) are guaranteed by the companies which own the vessels and are secured by a first priority mortgage over the vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

As of December 31, 2022, the aggregate outstanding balance of $49.1 million is repayable in variable quarterly installments with an aggregate balloon payment of $17.7 million that is payable together with the respective last installments.

Dry Bulk (Facility 4)

On July 27, 2021, Amoroto Marine Corp., Bermondi Marine Corp. and Onton Marine Corp. among others, as joint and several borrowers, entered into a hunting license facility agreement with a bank for

        an amount of up to $125.0 million, in order to finance the acquisition cost of the vessels Progress, Merida, Miner, Uruguay, Resource, Konstantinos, Cetus, Titan
          I, Bermondi, Orion, Merchia and Damon as well as the acquisition of
        additional vessels. The facility, which we refer to in this section as the “Dry Bulk \(Facility 4\)”, matures in 2027 and is drawn in multiple advances, one per each financed vessel.

The obligations under the Dry Bulk (Facility 4) are guaranteed by Costamare Inc. and are further secured by a first priority mortgage over the financed vessels, account

        pledges, a general assignment of earnings, insurances, requisition compensation and assignment of charter rights \(if applicable\).

During 2022, the outstanding amount of the tranches related to vessels Merida, Uruguay, Titan I and Bermondi was

        fully repaid using proceeds from the Dry Bulk \(Facility 9\).

As of December 31, 2022, there was $67.9 million outstanding under the Dry Bulk (Facility 4) and, as of the same date, there were no available funds to be drawn. The aggregate outstanding balance of $67.9 million is repayable in variable quarterly installments with an aggregate balloon payment of $41.9 million that is payable together with the respective last installments.

Dry Bulk (Facility 6)

On December 24, 2021, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp., as borrowers, and Costamare Inc., as guarantor, entered into a

        loan agreement with a bank for an amount of up to $55.0 million in order to re-finance the then-existing indebtedness of vessels Bernis, Verity, Dawn, Discovery and
          Parity and for general corporate purposes. The facility, which we refer to in this section as the “Dry Bulk \(Facility 6\)”, has a five-year tenor and was drawn in one tranche.

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The obligations under the Dry Bulk (Facility 6) are secured by a first priority mortgage over the five vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

As of December 31, 2022, the aggregate outstanding balance of $47.9 million is repayable in 17 equal quarterly installments of approximately $1.5 million and a balloon payment of approximately $21.6 million payable together with the last installment.

Dry Bulk (Facility 7)

On December 28, 2021, Costamare Inc., as borrower, entered into a hunting license facility agreement with a bank for an amount of up to $100.0 million, in order to finance the acquisition cost of

        the vessels Pythias, Hydrus, Phoenix, Oracle and Libra. The facility, which we refer to in this section as the “Dry Bulk \(Facility 7\)”, matures in 2028 and is
        drawn in multiple tranches, one per each financed vessel.

The obligations under Dry Bulk Bulkers (Facility 7) are guaranteed by the companies which own the vessels and are secured by a first priority mortgage over the vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

As of December 31, 2022, the aggregate outstanding balance of $52.4 million is repayable in variable quarterly installments with an aggregate balloon payment of $26.8 million that is payable together with the respective last installments.

Bails et al. Loan 2

On January 26, 2022, Costamare Inc., as borrower, entered into a loan agreement with a bank for an amount of $85.0 million in order to refinance two term loans and for general corporate purposes, which we refer to in this section as the “Bails et al. Loan 2”.

The obligations under the Bails et al. Loan 2 are guaranteed by the owning companies of the vessels Vulpecula, Volans,

        Virgo, Vela and Porto Cheli and are secured by first priority mortgages over the vessels, account pledges, general assignment of earnings, insurances,
        requisition compensation and charter rights.

As of December 31, 2022 the outstanding balance of the loan of $62.5 million is repayable in 13 variable quarterly installments and a balloon payment of $19.0 million that is payable together with the last installment.

Dry Bulk (Facility 8)

On December 15, 2022, Adstone Marine Corp., Dramont Marine Corp., Rivoli Marine Corp., among others, as joint and several borrowers, entered into a hunting license facility agreement with a bank for

        an amount of up to $120.0 million, in order to refinance the outstanding indebtedness of the vessels Norma, Builder, Adventure, Manzanillo, Alliance, Seabird, Aeolian, Farmer and Equity as well as the acquisition of additional vessels. The facility, which we refer to in this section as the “Dry Bulk \(Facility 8\)”, matures in 2028 and is drawn in multiple advances, one per each
        financed vessel. As of December 31, 2022, nine tranches under the Dry Bulk \(Facility 8\) were drawn.

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The obligations under the Dry Bulk (Facility 8) are guaranteed by Costamare Inc. and are or will be further secured by a first priority mortgage over the vessels, account

        pledges, a general assignment of earnings, insurances, requisition compensation and assignment of charter rights \(if applicable\).

As of December 31, 2022, there was $82.9 million outstanding under the Dry Bulk (Facility 8) and, as of the same date, there were $37.1 million available funds to be drawn. The aggregate outstanding balance of $82.9 million is repayable in variable quarterly installments and an aggregate balloon payment of $33.1 million payable together with the last installments.

Dry Bulk (Facility 9)

On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp., as borrowers, and Costamare Inc., as guarantor, entered into a loan agreement with a

        bank for an amount of up to $40.5 million in order to re-finance the then-existing indebtedness of vessels Merida, Bermondi, Titan I and Uruguay and for general
        corporate purposes. The facility, which we refer to in this section as the “Dry Bulk \(Facility 9\)”, has a four-year tenor and was drawn in four tranches.

The obligations under the Dry Bulk (Facility 9) are secured by a first priority mortgage over the four vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

As of December 31, 2022, the aggregate outstanding balance of $33.7 million is repayable in 14 variable quarterly installments and a balloon payment of $10.9 million payable together with the last installment.

Dry Bulk (Facility 10)

On November 17, 2022, Greneta Marine Corp., Gassin Marine Corp., Merle Marine Corp., among others, as joint and several borrowers, entered into a hunting license facility agreement with a bank for

        an amount of up to $30 million, in order to refinance the outstanding indebtedness of the vessels Clara, Rose and Greneta as well as the acquisition of
        additional vessels. The facility, which we refer to in this section as the “Dry Bulk \(Facility 10\)”, matures in 2028 and is drawn in multiple advances, one per each financed vessel. As of December 31, 2022, three tranches under the Dry Bulk
        \(Facility 10\) were drawn.

The obligations under the Dry Bulk (Facility 10) are guaranteed by Costamare Inc. and are secured by a first priority mortgage over the vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and assignment of charter rights (if applicable).

As of December 31, 2022, there was $30.0 million outstanding under the Dry Bulk (Facility 10) and, as of the same date, there were no available funds to be drawn. The aggregate outstanding balance of $30.0 million is repayable in 24 variable quarterly installments of approximately $1.0 million and a balloon payment of approximately $6.3 million payable together with the last installment.

Benedict et al. Loan

On May 12, 2022, subsidiaries of Costamare Inc., including Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, among others., as borrowers, and Costamare Inc.,

        as guarantor, entered into a loan agreement with 12 banks for an amount of up to $500.0 million, in order \(i\) to partly refinance three term loans, \(ii\) to refinance two term loans, \(iii\) to finance the acquisition cost of the vessels Triton, MSC Athens, MSC Athos, Leonidio and Kyparissia

        and \(iv\) for general corporate purposes. We refer to this facility in this section as the “Benedict et al. Loan”.

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The facility was drawn in 17 tranches and the total amount drawn was $500.0 million.

The obligations under the Benedict et al. Loan are guaranteed by Costamare Inc., and are secured by first priority mortgages over the vessels Triton, MSC Athens, MSC Athos, Leonidio, Kyparissia, ZIM Shanghai (ex. Cosco Guangzhou), Yantian (ex. Cosco Yantian), ZIM Yantian (ex. Cosco Ningbo), Cosco Hellas, Methoni, ZIM America (ex. Maersk Kingston), Navarino, Glen Canyon, Ulsan, Scorpius, Trader and Luebeck, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

As of December 31, 2022, the outstanding balance of $459.0 million is repayable in 18 variable quarterly installments of approximately $20.5 million and a balloon payment of approximately $89.5 million that is payable together with the last installment.

Sale and Leaseback (Facility 3)

On August 8, 2018, our subsidiaries, Barkley Shipping Co., Harden Shipping Co., Firmino Shipping Co., Longley Shipping Co. and Conley Shipping Co., entered into novation agreements with a financial institution, whereby they novated to the financial institution the shipbuilding contracts for the construction of five ships and entered into bareboat charter agreements with the financial institution, which we refer to in this section as the “Sale and Leaseback (Facility 3)”, whereby our subsidiaries agreed to bareboat charter the vessels, which at the time were under construction, upon delivery for a period of ten years. Our subsidiaries used the proceeds from the Sale and Leaseback (Facility 3) for the construction of five vessels.

Under the terms of the Sale and Leaseback (Facility 3), all five containership vessels at that time under construction were sold and Barkley Shipping Co., Harden Shipping Co., Firmino Shipping Co., Longley Shipping Co. and Conley Shipping Co., must each pay a fixed daily charter rate on a monthly basis for ten years along with a final balloon payment of $40.4 million. Upon expiration of the Sale and Leaseback (Facility 3) in 2030-2031, each of the vessels will be returned to the Company. As of December 31, 2022, all five vessels have been delivered.

As of December 31, 2022, there was $378.8 million outstanding under the Sale and Leaseback (Facility 3) and the facility has been drawn in full.

Bertrand et al. Financing arrangements

On November 12, 2018, Costamare Inc. became the sole shareholder of five vessel-owning companies: Bertrand Maritime Co., Benedict Maritime Co., Beardmore Maritime Co., Schofield Maritime Co. and

        Fairbank Maritime Co. and assumed the bareboat charter agreements that each of the five vessel-owning companies had previously entered into with a financial institution, along with the obligation to pay part of the consideration under the
        provisions of the Share Purchase Agreement within the next 18 months from the date of the transaction \(the “Bertrand  et al. Financing arrangements”\). Under the bareboat charter agreements, each of the five vessel-owning companies had agreed to
        bareboat charter in their respective vessels \(Triton, Titan, Talos, Taurus and Theseus\) for a period of twelve years. At the same time we provided our corporate
        guarantee to the respective demise owner of each vessel.

During 2022, the outstanding amount of the bareboat charter agreement of Benedict Maritime Co. (related to containership Triton) was fully repaid using

        proceeds from Benedict et al. Loan and the vessel was acquired by the Company.

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Under the terms of the Bertrand et al. Financing arrangements, our remaining four subsidiaries must each pay various installments from February 2023 to October 2028 until the expiry of each bareboat charter agreement in 2028. Each of our four remaining subsidiaries shall pay simultaneously with the last payment a final installment of $32.0 million, at which time the vessels will be returned to the Company.

As of December 31, 2022, there was $300.1 million outstanding under the Bertrand et al. Financing arrangements.

Bond Loan

In May 2021, the Company, through its wholly owned subsidiary, Costamare Participations Plc (the “Issuer”), issued €100.0 million of unsecured bonds to investors (the “Bond Loan”) and listed the bonds on the Athens Exchange. The Bond Loan will mature in May 2026 and carries a coupon of 2.70%, payable semiannually. The Bond Loan is guaranteed by the Company. The bond offering was completed on May 25, 2021. The trading of the Bonds on the Athens Exchange commenced on May 26, 2021. The net proceeds of the offering are intended to be used for the repayment of indebtedness, vessel acquisitions and working capital purposes.

The Bond Loan can be called in part (pro-rata) or in full by Costamare Participations Plc on any coupon payment date, after the second anniversary and until 6 months prior to maturity. If the Bond Loan 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 Loan for Costamare Participations Plc, then the Issuer has the right, at any time, to fully prepay the Bond Loan without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by pre-paying each time a nominal amount of bonds equal to at least €10.0 million, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50.0 million.

As of December 31, 2022, the outstanding balance of the bond amounted to $106.7 million.

Facilities Repaid in 2022

Nerida Loan

On August 1, 2017, our subsidiary, Nerida Shipping Co., as borrower, entered into a five-year, $17.6 million loan with a bank, which we refer to in this section as the “Nerida Loan”. The purpose of

        this loan was to finance general corporate purposes relating to a vessel, the Maersk Kowloon.

The obligations under the Nerida Loan were guaranteed by Costamare Inc. and were secured by a first priority mortgage over the vessel, Maersk Kowloon, an

        account pledge, a general assignment of earnings, insurances, requisition compensation and charter rights.

The Nerida Loan was repaid in full in July 2022.

November 2018 Facility

On November 27, 2018, Costamare Inc., as borrower, entered into a five-year $55.0 million credit facility comprised of a $28.0 million term loan facility (Tranche A) and a $27.0 million revolving credit facility (Tranche B) with a bank, which we refer to in this section as the “November 2018 Loan Facility”.

We have used the November 2018 Facility to refinance in full the existing indebtedness of two loan facilities.

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The obligations under the November 2018 Loan Facility were initially guaranteed by the owners of nine mortgaged vessels. In 2019 we sold four vessels and prepaid the required amounts under the terms

        of this facility. In 2020, we drew down an amount of $5.8 million under Tranche B to finance the acquisition of the vessel Scorpius \(ex. JPO Scorpius\). Our
        obligations were secured, as of December 31, 2021, by mortgages on Scorpius \(ex. JPO Scorpius\), Trader, Sealand Michigan,
          Luebeck, Methoni and Ulsan, account charges, charter assignments, a swap assignment and general assignments of earnings, insurances and requisition compensation.

During 2022, the outstanding amount related to vessels Luebeck, Methoni, Ulsan, Scorpius and Trader was repaid in

        full using proceeds from the Benedict et al. Loan and the outstanding amount of the vessel Sealand Michigan was prepaid with Company’s cash in order for the vessel to be sold.

Uriza Loan

On November 10, 2020, our subsidiary, Uriza Shipping S.A., as borrower, entered into a five-year, $20.0 million loan with a bank, which we refer to in this section as the “Uriza Loan”. The purpose

        of this loan was to refinance a loan with the same bank relating to a vessel, the Navarino.

The obligations under the Uriza Loan were guaranteed by Costamare Inc. and were secured by a first priority mortgage over the vessel, Navarino, an account

        pledge, a general assignment of earnings, insurances, requisition compensation and charter rights.

The Uriza Loan was repaid in full in June 2022 using the proceeds from the Benedict et al. Loan.

Kelsen Loan

On December 15, 2020, our subsidiary, Kelsen Shipping Co., as borrower, entered into a two-year, $8.1 million loan with a bank, which we refer to in this section as the “Kelsen Loan”. The purpose of

        this loan was to partially refinance a loan with the same bank relating to a vessel, the Kure.

The obligations under the Kelsen Loan were guaranteed by Costamare Inc. and were secured by a first priority mortgage over the vessel, Kure, an account

        pledge, a general assignment of earnings, insurances, requisition compensation and charter rights.

The Kelsen Loan was repaid in full in December 2022.

Bails et al. Loan

On February 13, 2020, Costamare Inc., as borrower, entered into a four-year $30.0 million credit facility with a bank, which we refer to in this section as the “Bails et al. Loan”. The loan was drawn in four tranches, two of $7.75 million and two of $7.25 million.

We have used the proceeds from the Bails et al. Loan to finance the acquisition cost of the four vessels Volans, Vulpecula, Virgo and Vela.

The obligations under the Bails et al. Loan were guaranteed by the owning companies of the four aforementioned vessels and were secured by first priority mortgages over the vessels, Volans, Vulpecula, Virgo and Vela, account pledges, general assignment of earnings, insurances, requisition compensation and charter rights.

The Bails et al. Loan was repaid in full in January 2022 using proceeds from the Bails et al. Loan 2.

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Reddick et al. Loan

On March 16, 2021, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement as joint and several borrowers with a bank for an amount of $18.5 million in order to refinance one term loan and for general corporate purposes, which we refer to in this section as the “Reddick et al. Loan”. The facility was drawn in two tranches.

The obligations under the Reddick et al. Loan were guaranteed by Costamare Inc., and were secured by first priority mortgages over the vessels, Maersk Kleven

        and Maersk Kotka, account pledges, general assignments of earnings, insurances, requisition compensation and charter assignments.

The Reddick et al. Loan was repaid in full in September 2022 using proceeds from the Verandi et al. Loan.

Vernes Loan

On March 29, 2021, Vernes Shipping Co. entered into a loan agreement with a bank for an amount of $14.0 million, in order to finance the acquisition cost of the vessel Glen Canyon, which we refer to in this section as the “Vernes Loan”.

The obligations under the Vernes Loan were guaranteed by Costamare Inc. and were secured by a first priority mortgage over the vessel, an account pledge, a

        general assignment of earnings, insurances, requisition compensation and a charter assignment.

The Vernes Loan was repaid in full in June 2022 using proceeds from the Benedict et al. Loan.

Quentin et al. Loan

On July 18, 2019, our subsidiaries Quentin Shipping Co. and Sander Shipping Co., as joint and several borrowers, entered into a six-year $94.0 million credit facility with a bank, which we refer to in this section as the “Quentin et al. Loan”. The loan was drawn in two equal tranches.

We used the proceeds from the Quentin et al. Loan to refinance a loan with another bank in connection with the vessels Valor and Valiant.

The obligations under the Quentin et al. Loan were guaranteed by Costamare Inc. and were secured by first priority mortgages over the vessels, Valor and Valiant, account pledges, general assignment of earnings, insurances, requisition compensation and charter rights.

The Quentin et al. Loan was repaid in full in November 2022 using proceeds from the Sander et al. Loan.

Adstone et al. Loan

On April 5, 2022, Adstone Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., among others, as joint and several borrowers, entered into a hunting license facility agreement with a bank

        for an amount of up to $120.0 million, in order to finance the acquisition cost of the vessel Norma \(ex. Magda\) as well as the acquisition of additional
        vessels. In this section, we refer to this facility as the “Adstone et al. Loan”.

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The obligations under the Adstone et al. Loan were guaranteed by Costamare Inc. and were or would be further secured by a first priority mortgage over the financed vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and assignment of charter rights (if applicable).

The Adstone et al. Loan was repaid in full in December 2022 using proceeds from the Dry Bulk (Facility 8).

Dry Bulk (Facility 2)

On July 9, 2021, Costamare Inc., as borrower, entered into a loan agreement with a bank for an amount of up to $81.5 million, in order to finance the acquisition cost of the vessels Builder, Adventure, Manzanillo, Alliance, Seabird,

        Aeolian, Farmer and Greneta. The facility, which we refer to in this section as the “Dry Bulk \(Facility 2\)”, had a
        five-year tenor and was drawn in eight tranches, one per each financed vessel.

The obligations under the Dry Bulk (Facility 2) were guaranteed by the companies which owned the vessels and were secured by a first priority mortgage over the vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

Dry Bulk (Facility 2) was repaid in full during 2022 using proceeds from the Dry Bulk (Facility 8) and the Dry Bulk (Facility 10).

Dry Bulk (Facility 5)

On December 10, 2021, Merle Marine Corp., Gassin Marine Corp, Dattier Marine Corp., and Dramont Marine Corp, as borrowers, and Costamare Inc., as guarantor, entered into a loan agreement with a bank

        for an amount of up to $43.5 million in order to re-finance the then-existing indebtedness of vessels Clara, Rose, Thunder,
        and Equity and for general corporate purposes. The facility, which we refer to in this section as the “Dry Bulk \(Facility 5\)”, had a five-year tenor and was drawn in four tranches.

The obligations under the Dry Bulk (Facility 5) were secured by a first priority mortgage over the four vessels, account pledges, a general assignment of earnings, insurances, requisition compensation and charter rights (if applicable).

Dry Bulk (Facility 5) was repaid in full during 2022 using proceeds from Dry Bulk (Facility 8), Dry Bulk (Facility 10) and from Company’s cash, in order for the vessel Thunder to be sold.

Sale and Leaseback (Facility 1)

On June 29, 2016, our subsidiaries, Jodie Shipping Co. and Kayley Shipping Co., entered into bareboat charter agreements with CCBFL (collectively, the “Sale and Leaseback (Facility 1)”), whereby our subsidiaries agreed to bareboat charter in the vessels upon delivery for a period of seven years. Our subsidiaries used the proceeds from the Sale and Leaseback (Facility 1) to refinance an existing facility and for general corporate purposes.

Under the terms of the Sale and Leaseback (Facility 1), the MSC Athens and the MSC Athos containership vessels

        were sold for an amount of $76.0 and $75.8 million, respectively. Pursuant to the initial terms of the Sale and Leaseback \(Facility 1\), Jodie Shipping Co. and Kayley Shipping Co. would each pay a variable daily charter rate on a quarterly basis
        for seven years \(based on a straight-line amortization schedule\) along with a final balloon payment of $28.0 and $27.9 million, respectively. Furthermore and pursuant to the initial terms, upon expiration of the Sale and Leaseback \(Facility 1\)
        in 2023, the vessels would be returned to the Company. On May 8, 2019, and on June 4, 2020, Jodie Shipping Co. and Kayley Shipping Co. signed two supplemental agreements, pursuant to which and upon the installation of scrubbers on board each of
        MSC Athens and MSC Athos until November 30, 2020, CCBFL would \(i\) advance an additional amount of $6.0 million for each vessel, \(ii\) extend the maturity of the
        Sale and Leaseback \(Facility 1\) until 2026 and \(iii\) amend the amortization schedule so that the final balloon payment for each vessel would be $15.0 million. The scrubbers on board both vessels were installed in 2020 and the relevant
        provisions of the two supplemental agreements were effected.

116

The Sale and Leaseback (Facility 1) was repaid in full in June 2022 using proceeds from the Benedict et al. Loan.

Sale and Leaseback (Facility 2)

On June 19, 2017, our subsidiaries, Simone Shipping Co. and Plange Shipping Co., entered into bareboat charter agreements with BoComm (the “Sale and Leaseback (Facility 2)”), whereby our subsidiaries agreed to bareboat charter in the vessels upon delivery for a period of seven and a half years. Our subsidiaries used the proceeds from the Sale and Leaseback (Facility 2) for general corporate purposes.

Under the terms of the Sale and Leaseback (Facility 2), both the Leonidio and the Kyparissia containership

        vessels were sold and Simone Shipping Co. and Plange Shipping Co. should each pay a fixed daily charter rate on a monthly basis for seven and a half years along with a final balloon payment of $9.8 million, respectively. Upon expiration of the
        Sale and Leaseback \(Facility 2\) in 2024, the vessels would be returned to the Company.

The Sale and Leaseback (Facility 2) was repaid in full in June 2022 using proceeds from the Benedict et al. Loan.

Covenants and Events of Default

The credit facilities impose certain operating and financial restrictions on us. These restrictions in our existing credit facilities generally limit Costamare Inc. and/or our subsidiaries’ 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 dividends;
•	purchase or otherwise acquire for value any shares of the subsidiaries’ capital;
---	---
•	make loans or assume financial obligations which are not subordinated to the respective credit facilities;
---	---
•	make investments in other persons;
---	---
•	sell or transfer significant assets, including any vessel or vessels mortgaged under the credit facilities, to any person other than as per the provisions of the respective credit facilities;
---	---
•	create liens on assets; or
---	---
•	allow the Konstantakopoulos family’s direct or indirect holding in Costamare Inc. to fall below 30% of the total issued share capital.
---	---

117

Our existing drawn credit facilities also require Costamare Inc. and certain of our subsidiaries to maintain at all times the aggregate of (a) the market value of the mortgaged vessel or vessels and (b) the market value of any additional security provided to the lenders, above a percentage ranging between 100% to 125% of the then-outstanding amount of the credit facility and any related swap exposure.

Costamare Inc. is required to maintain compliance with the following financial covenants to maintain minimum liquidity, minimum market value adjusted net worth, interest coverage and leverage ratios, as defined.

•	the ratio of our total liabilities (after deducting all cash and cash equivalents) to market value adjusted total assets (after deducting all cash and cash equivalents) may not exceed 0.75:1;
•	the ratio of EBITDA over net interest expense must be equal to or higher than 2.5:1, however such covenant should not be considered breached unless the Company’s liquidity is less than 5% of the total debt or<br> market value adjusted net worth is less than $600 million;
---	---
•	the aggregate amount of all cash and cash equivalents may not be less than the greater of (i) $30 million or (ii) 3% of the total debt; and
---	---
•	the market value adjusted net worth must at all times exceed $500 million.
---	---

Our credit facilities contain customary events of default, including nonpayment of principal or interest, breach of covenants or material inaccuracy of representations, default under other indebtedness in excess of a threshold and bankruptcy.

The Company is not in default under any of its credit facilities.

Capital Expenditures

As of December 31, 2022, we had no outstanding equity commitments.

As of March 21, 2023, we had no outstanding equity commitments.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

Our interest expense is affected by changes in the general level of interest rates, primarily LIBOR / SOFR based rates. As an indication of the extent of our sensitivity to interest rate changes, an increase of 100 basis points in the aforementioned reference rates would have decreased our net income and cash flows during the year ended December 31, 2022 by approximately $10.8 million based upon our debt level during 2022.

For more information on our interest rate risk see “Item 11. Quantitative and Qualitative Disclosures About Market Risk—A. Quantitative Information About Market Risk—Interest Rate Risk”.

118

Interest Rate and Cross-currency Swaps and interest rate caps

We have entered into interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to economically hedge our exposure to fluctuations in prevailing market interest rates. Furthermore, we have entered into a series of interest rate cap agreements to limit the maximum interest rate on the variable-rate debt of certain of our loans and to limit our exposure to interest rate variability when three-month LIBOR or SOFR exceeds a certain threshold. For more information on our interest rate swap and interest rate cap agreements, refer to Notes 2, 20, 21 and 22 to our consolidated financial statements included elsewhere in this annual report.

Furthermore, as of December 31, 2022, we have entered into two cross-currency swap agreements to hedge our exposure with respect to our unsecured bond loan which is denominated in Euro. For more information on our two cross-currency swap agreements, refer to Notes 2, 20, 21 and 22 to our consolidated financial statements included elsewhere in this annual report.

Foreign Currency Exchange Risk

We generate all of our revenue in U.S. dollars, but a substantial portion of our vessel operating expenses, primarily crew wages, are in currencies other than U.S. dollars (mainly in Euro), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against those currencies is included in vessel operating expenses. As of December 31, 2022, approximately 31% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar (mainly in Euro). We hold cash and cash equivalents mainly in U.S. dollars.

As of December 31, 2022, we were engaged in 36 Euro/U.S. dollar contracts totaling $108.6 million at an average forward rate of Euro/U.S. dollar 1.0690, expiring in monthly intervals up to December 2025. Furthermore, as of December 31, 2022, we were engaged in eight Singapore dollar/U.S. dollar forward agreements totaling $7.3 million at an average forward rate of Singapore dollar/U.S. dollar 1.3411, with settlements up to December 2023.

As of December 31, 2021, we were engaged in six Euro/U.S. dollar contracts totaling $15.0 million at an average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022.

As of December 31, 2020, we were engaged in eight Euro/U.S. dollar contracts totaling $16.0 million at an average forward rate of Euro/U.S. dollar 1.1962, expiring in monthly intervals up to August 2021.

We recognize these financial instruments on our balance sheet at their fair value. These foreign currency forward contracts do not qualify as hedging instruments, and thus we recognize changes in their fair value in our earnings.

C. Research and Development, Patents and Licenses, etc.

We incur from time to time expenditures relating to inspections for acquiring new vessels. Such expenditures are insignificant and are expensed as they are incurred.

D. Trend Information

Total seaborne container trade demand decreased by 3.8% in 2022, partially reversing a 6.6% increase in 2021. The primary reasons for such a decrease, among others, were the global inflationary pressures, the disposal of income in the developed economies towards services sectors (tourism, restaurants etc) following the removal of lockdown measures rather than the consumption of finished products, and the continuation of the strict lockdown policy that was in effect in China for most of the year. As of February 2023, Clarkson Research estimates seaborne container trade demand in 2023 to fall by 1.6% compared to 2022.

119

Total containership supply grew at around 4.0% in 2022 as demolition activity remained at very low levels with only 11 containerships scrapped within the year. The increase in the containership supply during 2022, in conjunction with the decrease in seaborne container trade, contributed to the fall in Clarkson Research’s Containership Timecharter Index by 71% at the end of 2022 compared to the end of 2021.

According to Clarkson Research, idle containership fleet represented 2.8% of the total fleet at the end of 2022. Containership ordering in 2022 increased to 2.7 million TEU taking the total orderbook of containership vessels to 7.4 million TEU, representing around 29.0% of the total fleet at the end of 2022; 69% of the orderbook consisted of vessels larger than 12,000 TEU. If the containership demand does not improve in the following years, there may be negative pressure on charter rates across the industry.

Total seaborne dry bulk trade demand decreased by 2.7% in 2022 as demand for commodities was hampered by, among others, the Russia-Ukraine crisis and the strict lockdown policy that was in effect in China for most of the year. The primary driver of such decrease during 2022 was a 2.4% year over year decrease in seaborne iron ore demand coupled with a 3.7% year over year decrease in seaborne grain trade.

The total supply of dry bulk vessels grew 2.9% during 2022, bringing the total fleet size to 971.9 million dwt. Ordering of new dry bulk vessels remained relatively slow for the entire year, and at the end of 2022, the total dry bulk vessel orderbook was 73.7 million dwt or 7.6% of the total fleet, with expected deliveries between 2023 and 2025.

As demand for dry bulk commodities weakened during 2022, earnings for dry bulk vessels as measured by the Baltic Dry Index decreased by 49% year over year driven by a softening demand for commodities and the decrease in the global port congestion compared to the previous year.

E. Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We describe below what we believe are our most critical accounting policies, because they generally involve a comparatively higher degree of judgment in their application. For a description of all our significant accounting policies, see Note 2 to our consolidated financial statements included elsewhere in this annual report.

Vessel Impairment

The Company reviews its vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel might not be recoverable. The Company considers information, such as vessel sales and purchases, business plans and overall market conditions in order to determine if an impairment might exist.

As part of the identification of impairment indicators and Step 1 of impairment analysis, the Company computes estimates of the future undiscounted net operating cash flows for each vessel based on assumptions regarding time charter rates, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel.

120

Container vessels: The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (based on the most recent ten year historical average rates after eliminating outliers and without adjustment for any growth rate) over the remaining estimated life of the vessel, assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates taking into consideration the Company’s historical data, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for container shipping vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore, the Company considers the most recent ten-year historical average, after eliminating outliers, to be a reasonable and fair estimation of expected future charter rates over the remaining useful life of the Company’s vessels. The Company defines outliers as index values provided by an independent, third-party maritime research services provider. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the container vessels’ depreciation policy.

Dry bulk vessels: The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (using the most recent ten-year average of historical one-year time charter rates available for each type of dry bulk vessel over the remaining estimated life of each vessel, net of commissions), assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for dry bulk vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore, the Company considers the most recent ten-year average of historical one-year time charter rates available for each type of dry bulk vessel, to be a reasonable estimation of expected future charter rates over the remaining useful life of its dry bulk vessels. The Company believes the most recent ten-year average of historical one-year time charter rates available for each type of dry bulk vessel provide a fair estimate in determining a rate for long-term forecasts. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the dry bulk vessels’ depreciation policy.

The assumptions used to develop estimates of future undiscounted net operating cash flows are based on historical trends as well as future expectations. If those future undiscounted net operating cash flows are greater than a vessel’s carrying value, there are no impairment indications for such vessel. If those future undiscounted net operating cash flows are less than a vessel’s carrying value, the Company proceeds to Step 2 of the impairment analysis for such vessel.

In Step 2 of the impairment analysis, the Company determines the fair value of the vessels that failed Step 1 of the impairment analysis, based on management estimates and assumptions, making use of available market data and taking into consideration third party valuations. Therefore, we have categorized the fair value of the vessels as Level 2 in the fair value hierarchy. The difference between the carrying value of the vessels that failed Step 1 of the impairment analysis and their fair value as calculated in Step 2 of the impairment analysis is recognized in the Company’s accounts as impairment loss.

The review of the carrying amounts in connection with the estimated recoverable amount of our vessels as of December 31, 2022 resulted in an impairment loss of $1.7 million, in aggregate, in relation to four of our dry bulk vessels. As of December 31, 2020 and 2021 our assessment concluded that $31.6 million and nil, respectively, of impairment loss should be recorded.

121

Charter rates are subject to change based on a variety of factors that we cannot control. ^^If, as at December 31, 2021 and 2022, we were to utilize an estimated daily time charter equivalent for our vessels’ unfixed days based on the most recent five year, three year or one year historical average rates without adjusting for inflation (or another growth assumption), the impact would be the following:

	December 31, 2021			December 31, 2022
	No. of<br><br> <br>Container Vessels ^(*)^		Amount<br> ( US Million) (**)	No. of<br><br> <br>Container Vessels ^(*)^		Amount<br> ( US Million) (**)
5-year historical average rate		1			—
3-year historical average rate		1			—
1-year historical average rate		—			—

All values are in US Dollars.

(*)	Number of container vessels the carrying value of which would not have been recovered.
(**)	Aggregate carrying value that would not have been recovered.
---	---
	December 31, 2021			December 31, 2022
---	---	---	---	---	---	---
	No. of<br><br> <br>Bulker Vessels ^(*)^		Amount<br> ( US Million) (**)	No. of<br><br> <br>Bulker<br><br> <br>Vessels ^(*)^		Amount<br> ( US Million) (**)
5-year historical average rate		—			—
3-year historical average rate		—			—
1-year historical average rate		—			—

All values are in US Dollars.

(*)	Number of bulker vessels the carrying value of which would not have been recovered.
(**)	Aggregate carrying value that would not have been recovered.
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In addition to the two step impairment analysis, the Company also conducts a separate internal analysis. This analysis uses a discounted cash flow model utilizing inputs and assumptions based on market observations as of December 31, 2022, and suggests that 24 of our 112 vessels in the water may have current market values below their carrying values (none of our 111 vessels in the water as at December 31, 2021).

Although we believe that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether they will improve or deteriorate by any significant degree. It is possible that charter rates may remain at depressed levels for some time which could adversely affect our revenue, profitability and future assessments of vessel impairment.

While the Company intends to continue to hold and operate its vessels, the following table presents information with respect to the carrying amount of the Company’s vessels and indicates whether

        their estimated market values based on our internal discounted cash flow analysis are below their carrying values as of December 31, 2022 and 2021. For the calculation of the estimated market values, the Company used third party valuations and
        the following methodology. For vessels with charters expiring before December 31, 2023 \(i.e. within 12 months after the date of the annual financial statements for the year ended December 31, 2022\), the
        Company uses charter free third party valuations as at December 31, 2022. For all other vessels, the Company uses: \(A\) third party charter free valuations of each vessel at the earliest expiry date of the charter of each vessel \(e.g., in
        determining the residual value of a 5-year old vessel with a time charter having its earliest expiry date five years after the date of the annual financial statements, the third party valuation provides us with the charter free value of a
        10-year old vessel with the same technical characteristics and specifications, which is representative of the residual value of the vessel at the earliest expiry date of its respective time charter\) discounted to December 31, 2022 plus \(B\) the
        discounted future cash flow from the charter of each vessel until the earliest expiry date of that charter.

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The carrying value of each of the Company’s vessels does not necessarily represent its fair value or the amount that could be obtained if the vessel were sold. The Company’s estimates of fair values (under our internal analysis) 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 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 the vessels for which the estimated fair 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 amount is not recoverable under Step 2 of the impairment analysis. For the vessels with estimated fair values lower than their carrying values, we believe that such differences will be recoverable throughout the useful lives of such vessels.

Containership Fleet

	Vessel	Capacity<br><br> <br>(TEU)	Built	Acquisition Date	Carrying Value<br><br> <br>December 31, 2021<br><br> <br>($ US Million)^(1) (**)^	Carrying Value<br><br> <br>December 31, 2022<br><br> <br>($ US Million)^(1)^
1	Triton	14,424	2016	November 2018	109.0	104.8
2	Titan	14,424	2016	November 2018	109.6	105.4
3	Talos	14,424	2016	November 2018	109.8	105.7
4	Taurus	14,424	2016	November 2018	108.8	106.0
5	Theseus	14,424	2016	November 2018	108.9	106.5
6	YM Triumph	12,690	2020	July 2020	90.3	87.6
7	YM Truth	12,690	2020	August 2020	90.4	87.6
8	YM Totality	12,690	2020	September 2020	90.9	88.2
9	YM Target	12,690	2021	February 2021	91.9	89.1
10	YM Tiptop	12,690	2021	May 2021	93.2	90.4
11	Cape Akritas	11,010	2016	March 2021	79.6	76.6
12	Cape Tainaro	11,010	2017	March 2021	79.3	78.3
13	Cape Kortia	11,010	2017	March 2021	79.3	78.4
14	Cape Sounio	11,010	2017	March 2021	78.8	77.6
15	Cape Artemisio	11,010	2017	March 2021	77.6	76.2
16	Cosco Hellas	9,469	2006	July 2006	54.6	51.4
17	Zim Shanghai (ex. Cosco Guangzhou)	9,469	2006	February 2006	53.0	50.0
18	Beijing	9,469	2006	June 2006	53.9	50.8
19	Yantian	9,469	2006	April 2006	53.6	50.5
20	Zim Yantian (ex. Cosco Ningbo)	9,469	2006	March 2006	53.1	50.1
21	MSC Azov	9,403	2014	January 2014	81.3	77.8
22	MSC Ajaccio	9,403	2014	March 2014	81.6	78.1
23	MSC Amalfi	9,403	2014	April 2014	82.1	78.7
24	MSC Athens	8,827	2013	March 2013	78.8	75.1
25	MSC Athos	8,827	2013	April 2013	77.9	74.4
26	Valor	8,827	2013	June 2013	73.1	70.0

123

27	Value	8,827	2013	June 2013	73.2	70.1
28	Valiant	8,827	2013	August 2013	74.0	70.9
29	Valence	8,827	2013	September 2013	74.4	71.2
30	Vantage	8,827	2013	November 2013	74.5	71.4
31	Navarino^*^	8,531	2010	May 2010	80.7	76.7
32	Maersk Kleven	8,044	1996	September 2018	12.9	12.2
33	Maersk Kotka	8,044	1996	September 2018	12.7	12.0
34	Maersk Kowloon	7,471	2005	May 2017	14.9	14.3
35	Kure	7,403	1996	December 2007	11.5	12.9
36	Methoni (ex. MSC Methoni)	6,724	2003	October 2011	36.5	33.7
37	Porto Cheli	6,712	2001	June 2021	36.5	33.6
38	Sealand Washington^(2)^	6,648	2000	August 2000	24.7	-
39	Zim Tampa (ex. Kobe)	6,648	2000	June 2000	23.7	21.7
40	Maersk Kalamata^(2)^	6,644	2003	June 2003	31.0	-
41	Zim America (ex. Maersk Kingston)	6,644	2003	April 2003	30.8	28.7
42	Zim Vietnam (ex. Maersk Kolkata)	6,644	2003	January 2003	30.0	28.8
43	Aries	6,492	2004	February 2021	10.3	12.3
44	Argus	6,492	2004	March 2021	10.3	12.1
45	Porto Germeno	5,908	2002	June 2021	34.3	33.2
46	Glen Canyon	5,642	2006	March 2021	12.0	12.0
47	Porto Kagio	5,570	2002	June 2021	33.7	33.9
48	Leonidio	4,957	2014	May 2017	18.1	17.4
49	Kyparissia	4,957	2014	May 2017	18.1	17.4
50	Megalopolis	4,957	2013	July 2018	22.0	21.1
51	Marathopolis	4,957	2013	July 2018	22.1	21.2
52	Oakland ^*^	4,890	2000	October 2000	19.7	18.0
53	Gialova	4,578	2009	August 2021	20.0	19.2
54	Dyros	4,578	2008	January 2022	-	19.1
55	Norfolk^*^	4,259	2009	May 2021	26.5	25.3
56	Vulpecula	4,258	2010	December 2019	10.2	10.5
57	Volans	4,258	2010	December 2019	10.2	10.4
58	Virgo	4,258	2009	January 2020	9.7	10.0
59	Vela	4,258	2009	December 2019	10.0	9.6
60	Androusa	4,256	2010	April 2021	20.6	20.2
61	Neokastro	4,178	2011	December 2020	10.6	10.2
62	Ulsan	4,132	2002	February 2012	18.2	19.3
63	Lakonia	2,586	2004	December 2014	7.4	7.1
64	Scorpius	2,572	2007	September 2020	7.1	6.6
65	Etoile	2,556	2005	November 2017	9.4	8.9
66	Areopolis	2,474	2000	May 2014	6.7	6.3
67	Michigan	1,300	2008	April 2018	5.7	5.5
68	Trader	1,300	2008	April 2018	5.7	5.6
69	Luebeck	1,078	2001	August 2012	4.8	4.4
				TOTAL	3,165.8	3,020.3

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(1)	For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2021 and 2022.
(2)	As of December 31, 2022, the vessel was classified as held for sale.
---	---
*	Indicates container vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As of December 31, 2022, we believe that the aggregate carrying value of these three<br> vessels was $16.5 million more than their market value.
---	---
**	We believe that as of December 31, 2021 all our container vessels had fair values that exceeded their carrying values.
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Dry Bulk Fleet

	Vessel	Size<br><br> <br>(dwt)	Built	Acquisition Date	Carrying Value<br><br> <br>December 31, 2021<br><br> <br>($ US Million)^(1) (**)^	Carrying Value<br><br> <br>December 31, 2022<br><br> <br>($ US Million)^(1)^
1	Aeolian^*^	83,478	2012	August, 2021	21.0	22.2
2	Greneta	82,166	2010	December, 2021	18.9	17.9
3	Hydrus^*^	81,601	2011	December, 2021	18.7	17.7
4	Phoenix^*^	81,569	2012	December, 2021	19.7	21.6
5	Builder^*^	81,541	2012	June, 2021	21.9	22.2
6	Farmer^*^	81,541	2012	September, 2021	21.7	20.9
7	Sauvan	79,700	2010	July, 2021	16.2	15.3
8	Rose^*^	76,619	2008	October, 2021	17.8	16.5
9	Merchia	63,800	2015	December, 2021	23.7	22.6
10	Seabird	63,553	2016	July, 2021	22.0	20.9
11	Dawn	63,530	2018	July, 2021	23.2	22.3
12	Orion	63,473	2015	November, 2021	23.6	22.5
13	Damon^*^	63,227	2012	December, 2021	22.3	21.5
14	Titan I^*^	58,090	2009	November, 2021	16.3	15.2
15	Eracle^*^	58,018	2012	July, 2021	15.3	15.7
16	Pythias^*^	58,018	2010	December, 2021	17.5	16.4
17	Norma^*^	58,018	2010	March 2022	-	16.0
18	Oracle^*^	57,970	2009	January 2022	-	15.8
19	Uruguay	57,937	2011	September, 2021	18.2	17.1
20	Curacao	57,937	2011	October, 2021	18.3	17.2
21	Athena^*^	57,809	2012	September, 2021	15.4	15.7
22	Thunder^(2)^	57,334	2009	September, 2021	13.9	-
23	Serena^*^	57,266	2010	August, 2021	14.7	14.5
24	Libra^*^	56,729	2010	January 2022	-	14.7
25	Pegasus^*^	56,726	2011	June, 2021	14.4	14.3
26	Merida^*^	56,670	2012	August, 2021	16.4	15.6
27	Clara	56,557	2008	August, 2021	14.6	13.6
28	Peace	55,709	2006	July, 2021	12.1	11.8
29	Pride	55,705	2006	July, 2021	12.1	11.1
30	Bermondi^*^	55,469	2009	October, 2021	16.1	15.5
31	Comity	37,302	2010	August, 2021	12.2	11.5
32	Verity^*^	37,163	2012	July, 2021	13.7	14.6
33	Parity^*^	37,152	2012	September, 2021	13.8	14.9
34	Acuity	37,149	2011	July, 2021	14.0	13.5
35	Equity	37,071	2013	October, 2021	14.9	14.4
36	Discovery	37,019	2012	July, 2021	13.9	13.3
37	Taibo	35,112	2011	September, 2021	10.2	12.4
38	Bernis	34,627	2011	July, 2021	13.3	12.6

125

39	Manzanillo	34,426	2010	July, 2021	11.2	10.6
40	Adventure	33,755	2011	June, 2021	10.0	9.8
41	Alliance	33,751	2012	July, 2021	10.0	11.0
42	Cetus	32,527	2010	October, 2021	12.1	11.3
43	Progress	32,400	2011	August, 2021	13.0	12.0
44	Miner^*^	32,300	2010	August, 2021	12.5	11.8
45	Konstantinos	32,178	2012	September, 2021	11.8	12.5
46	Resource	31,776	2010	September, 2021	12.4	11.1
				TOTAL	685.0	701.6

(1)	For impairment test calculation, Carrying Value includes the unamortized balance of dry-docking cost as at December 31, 2021 and 2022.
(2)	Vessel sold in 2022.
---	---
*	Indicates dry bulk vessels which we believe, as of December 31, 2022, may have had fair values below their carrying values. As of December 31, 2022, we believe that the aggregate carrying value of these 21<br> vessels was $29.4 million more than their aggregate market value.
---	---
**	We believe that as of December 31, 2021 all our dry-bulk vessels had fair values that exceeded their carrying values.
---	---

Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels.

Vessel Lives and Depreciation

We depreciate our vessels based on a straight-line basis over the estimated economic lives assigned to each vessel, which is currently 30 years from the date of their initial delivery from the shipyard for containerships and 25 years from the date of their initial delivery for dry bulk vessels, which we believe is within industry standards and represents the most reasonable useful life for each of our vessels. Depreciation is based on the cost of the vessel less its estimated residual value which is equal to the product of vessels’ lightweight tonnage and estimated scrap rate ($300 per lightweight ton). Secondhand vessels are depreciated from the date of their acquisition through their remaining estimated useful lives. A decrease in the residual value of the Company’s vessels or a decrease in the estimated economic lives assigned to the Company’s vessels due to unforeseen events (such as an extended period of weak markets, the broad imposition of age restrictions by the Company’s customers, new regulations, or other future events) which could result in a reduction of the estimated useful lives of any affected vessels may lead to higher depreciation charges and/or impairment losses in future periods for the affected vessels. We examine the prospect and the timing of each vessel sale for demolition opportunistically and on a case by case basis. The decision to sell a specific vessel for demolition depends on the prospects of the vessel to secure employment, the estimated cost of maintaining the vessel, the available financing and the price of scrap.

Revenue Recognition

Revenues generated from time charters are usually paid 15 days in advance. Time charters with the same charterer are accounted for as separate agreements according to the terms and conditions of each agreement. Time charter revenues over the term of the time charter are recorded as service is provided, when they become fixed and determinable. Revenues from time charters providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis as the average revenue over the rental periods of such agreements, as service is performed. A voyage is deemed to commence upon the completion of discharge of the vessel’s previous cargo and is deemed to end upon the completion of discharge of the current cargo, provided an agreed non-cancelable time charter between the Company and the charterer is in existence, the charter rate is fixed or determinable and collectability is reasonably assured. Unearned revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, including any unearned revenue resulting from time charters providing for varying annual rates, which are accounted for on a straight-line basis. Unearned revenue also includes the unamortized balance of the liability associated with the acquisition of secondhand vessels with time charters attached that were acquired at values below fair market value at the date the acquisition agreement is consummated.

126

Derivative Financial Instruments

We enter into interest rate swap/cap contracts to manage our exposure to fluctuations of interest rate risks associated with specific borrowings and into cross-currency swap agreements which convert our Company’s variability of the interest and principal payments of specific borrowings in Euro into USD functional currency cash flows in order to hedge our exposure to fluctuations deriving from Euro. Interest rate differentials paid or received under these swap agreements are recognized as part of interest expense related to the hedged debt. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, we designate the derivative as a hedge of a forecasted transaction or the variability of cash flow to be paid. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in other comprehensive income until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes have occurred. Realized gains or losses on early termination of the derivative instruments are also classified in earnings in the period of termination of the respective derivative instrument. We may redesignate an undesignated hedge after its inception as a hedge but then will consider its non-zero value at redesignation in its assessment of effectiveness of the cash flow hedge.

We formally document all relationships between hedging instruments and hedged terms, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. We consider a hedge to be highly effective if the change in fair value of the derivative hedging instrument is within 80% to 125% of the opposite change in the fair value of the hedged item attributable to the hedged risk. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively, in accordance with ASC 815 “Derivatives and Hedging”.

Also, we enter into forward freight agreements to establish market positions in the dry bulk derivative freight markets and to hedge our exposure in the physical dry bulk freight markets. We also enter into bunker swap agreements in order to hedge our exposure to bunker prices. We have not designated these forward freight agreements and bunker swaps agreements as hedge accounting instruments.

We also enter into forward exchange rate contracts to manage our exposure to currency exchange risk on certain foreign currency liabilities. We have not designated these forward exchange rate contracts for hedge accounting.

Recent Accounting Pronouncements

See Note 2 to our consolidated financial statements included elsewhere in this annual report.

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ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our directors and executive officers. The business address of each of our executive officers and directors listed below is 7 rue du Gabian, MC 98000 Monaco. Our telephone number at that address is +377 93 25 09 40. Our board of directors will be elected annually on a staggered basis, and each elected director will hold office for a three-year term. The following directors or nominees for director have been determined by our board of directors to be independent under the standards of the NYSE and the rules and regulations of the SEC: Vagn Lehd Møller and Charlotte Stratos. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected and qualified.

Name	Age	Position
Konstantinos Konstantakopoulos	53	Chief Executive Officer, Chairman of the Board and Class III Director
Gregory Zikos	54	Chief Financial Officer and Class II Director
Vagn Lehd Møller	76	Class II Director
Charlotte Stratos	68	Class III Director
Konstantinos Zacharatos	50	Class I Director
Anastassios Gabrielides	58	General Counsel and Secretary

The term of our Class I director expires in 2023, the term of our Class II directors expires in 2024 and the term of our Class III directors expires in 2025.

Konstantinos Konstantakopoulos is our Chief Executive Officer and Chairman of our board of directors. Mr. Konstantakopoulos also serves as President, Chief

        Executive Officer and a director of Costamare Shipping, our head manager, which he wholly owns. He also controls, together with members of his family, Costamare Services, a service provider to our vessel-owning subsidiaries. Mr.
        Konstantakopoulos indirectly owns 50% of Blue Net and Blue Net Asia which provide chartering brokerage services to our as well as to third party vessels. Mr. Konstantakopoulos has served on the board of directors of the Union of Greek
        Shipowners since 2006. Mr. Konstantakopoulos studied engineering at Université Paul Sabatier in France.

Gregory Zikos is our Chief Financial Officer and a member of our board of directors. Prior to joining us in 2007, Mr. Zikos was employed at DryShips, Inc.,

        a public shipping company, as the Chief Financial Officer from 2006 to 2007. From 2004 to 2006, Mr. Zikos was employed with J&P Avax S.A., a real estate investment and construction company, where he was responsible for project and
        structured finance debt transactions. From 2000 to 2004, Mr. Zikos was employed at Citigroup \(London\), global corporate and investment banking group, where he was involved in numerous European leveraged and acquisition debt financing
        transactions. Mr. Zikos practiced law from 1994 to 1998, during which time he advised financial institutions and shipping companies in debt and acquisition transactions. Mr. Zikos holds an M.B.A. in finance from Cornell University, an LL.M.
        from the University of London King’s College, and a bachelor of laws, with merits, from the University of Athens.

Vagn Lehd Møller is a member of our board of directors. From 1963 to 2007, Mr. Møller worked with A.P. Møller-Maersk A/S where he eventually served as

        Executive Vice President and Chief Operations Officer of the world’s largest liner company, Maersk Line. Mr. Møller was instrumental in the purchase and integration of Sea-land Services by A.P. Møller-Maersk A/S in 2000 and of P&O Nedlloyd
        in 2005. Mr. Møller served as a member of the board of directors \(2011-2015\) and chairman \(2012-2015\) of Scan Global Logistics A/S, a Danish based internal logistics company. He has also served as member of the board of directors and chairman
        of ZITON A/S \(2012-2021\) and Jack-up InvestCo 2 A/S \(2012-2021\) and as a member of the board of directors of Jack-up InvestCo 3 Plc. \(2012-2021\), all being companies investing in jack-up vessels chartered to off-shore windmill companies. Mr.
        Møller currently serves as chairman of the boards of Navadan A/S \(since 2011\), a Danish company supplying tank cleaning systems and products and of The Survey Association A/S \(since 2015\), a Danish based marine surveyor company.

128 Charlotte Stratos is a member of our board of directors. From 2008 to 2020, Ms. Stratos served as a Senior Advisor to Morgan Stanley’s Investment Banking

        Division-Global Transportation team. From 1987 to 2007, she served as Managing Director and Head of Global Greek Shipping for Calyon Corporate and Investment Bank of the Credit Agricole Group. From 1976 to 1987, Ms. Stratos served in various
        roles with Bankers Trust Company as Vice President, including Advisor to the Shipping Department and Vice President of Greek shipping finance. From 2007 to 2016, she was an independent director of Hellenic Carriers Ltd. a shipping company
        listed on London’s AIM. From 2006 to 2008, she served at the board of Emporiki Bank. Ms. Stratos is currently an independent director of Okeanis Eco Tankers Corp. a tanker company listed on the Oslo stock exchange.

Konstantinos Zacharatos is a member of our board of directors. Mr. Zacharatos served as our General Counsel and Secretary until April 2013. Mr. Zacharatos

        has also served as the Vice Chairman of Shanghai Costamare since its incorporation in 2005. Mr. Zacharatos joined Costamare Shipping in 2000, became a member of the board of directors of Costamare Shipping in June 2010 and has also been
        responsible for the legal affairs of Costamare Shipping, Costamare Services, CIEL, Shanghai Costamare and C-Man Maritime. Mr. Zacharatos has previously been the legal adviser of Costaterra S.A., a Greek property company. Prior to joining
        Costamare Shipping and Costaterra S.A., Mr. Zacharatos was employed with Pagoropoulos & Associates, a law firm. Mr. Zacharatos holds an LL.M. and an LL.B. from the London School of Economics and Political Science.

Anastassios Gabrielides is our General Counsel and Secretary. Mr. Gabrielides has served as a director and secretary of Costamare Services since May 2013.

        From 2004 to 2011, Mr. Gabrielides served at the Hellenic Capital Markets Commission, the Greek securities regulator, first as Vice Chairman \(2004 to 2009\) and then as Chairman \(2009 to 2011\). Mr. Gabrielides also worked for the Alexander S.
        Onassis Foundation from 1991 to 1999 in various posts and was a member of the Executive Committee. Mr. Gabrielides has been a member of the board of supervisors of the European Securities and Markets Authority and has been a member of the Greek
        Financial Intelligence Unit. Mr. Gabrielides holds LL.M. degrees from Harvard Law School and the London School of Economics, a law degree from Athens University Law School, and a B.A. in economics from the American College of Greece, Deree
        College.

B. Compensation of Directors and Senior Management

Our independent non-executive directors receive annual fees in the amount of $80,000, plus reimbursement for their out-of- pocket expenses. Our non-independent directors do not receive compensation for their service as directors. We do not have any service contracts with our non-executive directors that provide for benefits upon termination of their services.

C. Board Practices

We have five 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 stockholders 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 stockholders 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.

129

We are a “foreign private issuer” under the securities laws of the United States and the rules of the NYSE. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants, as well as different financial reporting requirements. Under the NYSE rules, a “foreign private issuer” is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the NYSE permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of the NYSE. As permitted by such exemption, as well as by our bylaws and the laws of the Marshall Islands, we currently have a board of directors with a majority of non- independent directors and a combined corporate governance, nominating and compensation committee with one non- independent director serving as a committee member. As a result, non-independent directors, including members of our management who also serve on our board of directors, may, among other things, fix the compensation of our management, make stock and option awards and resolve governance issues regarding our company. In addition, we currently have an audit committee composed solely of two independent committee members, whereas a domestic public company would be required to have three such independent members. Accordingly, in the future you may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.

Corporate Governance

The board of directors and our Company’s management engage 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.costamare.com. We will also provide a paper copy of any of these documents upon the written request of a stockholder. Stockholders may direct their requests to the attention of our Secretary, Anastassios Gabrielides, 7 rue du Gabian, MC 98000 Monaco.

Committees of the Board of Directors

Audit Committee

Our audit committee consists of Vagn Lehd Møller and Charlotte Stratos. Ms. Stratos is the chairperson of the committee. The audit committee is responsible for:

•	the appointment, compensation, retention and oversight of independent auditors and approving any non-audit services performed by such auditors;
•	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<br> function and our compliance with legal and regulatory requirements;
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130

•	annually reviewing an independent auditors’ report describing the auditing firm’s internal quality-control procedures, and any material issues raised by the most recent internal quality control review, or peer<br> review, of the auditing firm;
•	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 auditors;
---	---
•	reviewing with the independent auditors 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 scope of the annual internal audit plan and the results of internal audits;
---	---
•	establishing procedures for the consideration of all related-party transactions, including matters involving potential conflicts of interest or potential usurpations of corporate opportunities;
---	---
•	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 Konstantinos Konstantakopoulos, Vagn Lehd Møller and Charlotte Stratos. Mr. Konstantakopoulos is the chairman of the committee. 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<br> 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 stockholders;
---	---
•	developing and recommending to the full board of directors corporate governance guidelines applicable to us and keeping such guidelines under review;
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131

•	overseeing the evaluation of the board and management; 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

We have three shore-based officers, our chairman and chief executive officer, our chief financial officer and our general counsel and secretary. We do not pay any compensation to our officers for their services as officers. Our officers are employed by and receive compensation for their services from Costamare Shipping and/or Costamare Services. Our chief financial officer is also employed by and receives compensation for his services from Costamare Bulkers. As of December 31, 2022, Costamare Shipping and Costamare Services employed approximately 160 shore-based employees in total and approximately 2,700 seafarers were serving on our vessels, including vessels acquired under the Framework Deed. As of December 31, 2022, Costamare Bulkers had three shore-based employees, of which one was also employed by Costamare Services. Our managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships that they manage. We believe the streamlining of crewing arrangements through our managers ensures that all of our vessels will be crewed with experienced crews that have the qualifications and licenses required by international regulations and shipping conventions. We have not experienced any material work stoppages due to labor disagreements during the past three years.

E. Share Ownership

The common stock beneficially owned by our directors and executive officers and/or entities affiliated with these individuals is disclosed in “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” below.

Equity Compensation Plans

We have not adopted any equity compensation plans.

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table and the footnotes below set forth certain information regarding the beneficial ownership of our outstanding common stock and Preferred Stock as of March 21, 2023 held by:

•	each person or entity that we know beneficially owns 5% or more of our common stock;
•	each of our officers and directors; and
---	---
•	all our directors and officers as a group.
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132

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 March 21, 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 of each stockholder is based on 122,685,888 shares of common stock, 1,970,649 shares of Series B Preferred Stock, 3,973,135 Series C Preferred Stock, 3,986,542 Series D Preferred Stock and 4,574,100 Series E Preferred Stock outstanding as of March 21, 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 stockholders, officers and directors identified in the table and the accompanying footnotes below is in care of our principal executive offices.

	Shares of Common Stock<br><br> <br>Beneficially Held
Identity of Person or Group	Number of<br><br> <br>Shares		Percentage
Officers and Directors
Konstantinos Konstantakopoulos^(1)^		32,268,462		26.3	%
Gregory Zikos^(2)^		*
Konstantinos Zacharatos^(3)^		*
Vagn Lehd Møller		*
Charlotte Stratos		—
Anastassios Gabrielides^(4)^		*
All officers and directors as a group (six persons)		32,346,306		26.4	%
5% Beneficial Owners
Achillefs Konstantakopoulos^(5)^		21,862,174		17.8	%
Christos Konstantakopoulos^(6)^		20,551,588		16.8	%

^(1)^	Konstantinos Konstantakopoulos, our chairman and chief executive officer, owns 13,182,873 shares of common stock directly and 18,781,888 shares of common stock indirectly through entities he controls and his<br> immediate family owns 303,701 shares of common stock. He also holds 12,800 shares of Series B Preferred Stock, 24,749 shares of Series C Preferred Stock, 60,153 shares of Series D Preferred Stock and 305,000 shares of Series E<br> Preferred Stock through an entity he controls, 0.6%, 0.6%, 1.5% and 6.7%, respectively, of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock,<br> respectively.
^(2)^	Gregory Zikos holds less than 1% of our issued and outstanding Series E Preferred Stock.
---	---
^(3)^	Konstantinos Zacharatos holds less than 1% of our issued and outstanding Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock.
---	---
^(4)^	Anastassios Gabrielides, our General Counsel and Secretary, holds less than 1% of our issued and outstanding Series D Preferred Stock.
---	---
^(5)^	Achillefs Konstantakopoulos, the brother of our chairman and chief executive officer, owns 18,438,585 shares of common stock directly and 2,643,589 shares of common stock indirectly through entities he<br> controls and his immediate family owns 780,000 shares of common stock. He also holds 30,203 shares of Series B Preferred Stock, 80,390 shares of Series C Preferred Stock and 102,300 shares of Series D Preferred Stock through an entity<br> he controls, or 1.5%, 2.0% and 2.6% of the issued and outstanding shares of Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively. His immediate family also holds 31,350 shares of Series B<br> Preferred Stock, or 1.6% of the issued and outstanding shares of Series B Preferred Stock.
---	---
^(6)^	Christos Konstantakopoulos, the brother of our chairman and chief executive officer, owns 20,551,588 shares of common stock directly.
---	---
*	Owns less than 1% of our issued and outstanding common stock.
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133

In November 2010, we completed a registered public offering of our shares of common stock and our common stock began trading on the NYSE. Our major stockholders have the same voting rights as our other stockholders. As of March 21, 2023, we had approximately 25,329 beneficial owners of our common stock.

Holders of our Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Preferred Stock are in arrears or any senior stock. However, whenever dividends payable on the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (voting together as a class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors until such time as all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

B. Related Party Transactions

Management Affiliations

Each of our containerships and dry bulk vessels is currently managed by Costamare Shipping, which may subcontract certain services to other affiliated managers, or to V.Ships Greece or, subject to our consent, other third party managers, pursuant to the Framework Agreement and one or more ship-management agreements between the relevant vessel-owning entity and the relevant manager. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. Costamare Shipping and Costamare Services are controlled by our chairman and chief executive officer and members of his family. In addition, Blue Net and Blue Net Asia, charter brokerage companies which are 50% indirectly owned by our chairman and chief executive officer, provides brokerage services to our containership vessels.

Management and Services Agreements

On November 2, 2015, we entered into the Framework Agreement with Costamare Shipping and our vessel-owning subsidiaries entered into the Services Agreement with Costamare Services. On January 17, 2020, we amended and restated the Framework Agreement to allow Costamare Shipping to retain certain relevant payouts from insurance providers. On June 28, 2021 we amended and restated the Framework Agreement and our vessel-owning subsidiaries amended the Services Agreement to allow Costamare Shipping and Costamare Services respectively to provide services in relation to other types of vessels (including dry bulk vessels), in addition to container vessels.

Costamare Shipping is the head manager for our containerships and dry bulk vessels, and provides us with commercial, technical and other management services pursuant to the Framework Agreement and to separate ship management agreements with the relevant vessel-owning subsidiaries. As of March 21, 2023, Costamare Shipping, itself or together with V.Ships Greece or, subject to our consent, other third party managers, provides our fleet of containerships and dry bulk vessels with technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services pursuant to separate ship-management agreements between each of our vessel-owning subsidiaries and Costamare Shipping and, in certain cases, the relevant third party manager. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement. Our managers and third-party managers are responsible for recruiting, either directly or through manning agents, the officers and crew for our containerships that they manage.

134

Reporting Structure

Our chairman and chief executive officer and our chief financial officer supervise, in conjunction with our board of directors, the management of our operations and the provision of services to our fleet by Costamare Shipping, Costamare Services, as well as any third party managers, including V.Ships Greece, V.Ships Shanghai, Vinnen, HanseContor, BSM or FML. Costamare Shipping and Costamare Services report to us and our board of directors through our chairman and chief executive officer and chief financial officer, each of which is appointed by our board of directors.

Compensation of Our Manager and Services Provider

Costamare Shipping provides us with commercial, technical and other management services including technical, crewing, commercial, provisioning, bunkering, sale and purchase, accounting and insurance services in respect of our vessels. Costamare Services provides our vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services pursuant to the Services Agreement.

Costamare Shipping received in 2022 and 2021 a fee of $1,020 and $956 per day pro-rated for the calendar days we own each vessel, respectively. This fee is reduced to $510 per day ($478 in 2021) in the case of any vessel subject to a bareboat charter. We will also pay Costamare Shipping a flat fee of $839,988 ($787,405 for 2021) per newbuild vessel for the supervision of the construction of any newbuild vessel that we may contract. Costamare Shipping received in 2022 and 2021, a fee of 0.15% on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet. Costamare Services received in 2022 and 2021 a fee of 1.10%, on all gross freight, demurrage, charter hire and ballast bonus or other income earned with respect to each vessel in our fleet and a quarterly fee of (i) $666,737 ($625,000 for 2021) and (ii) an amount equal to the value of 149,600 shares, based on the average closing price of our common stock on the NYSE for the 10 days ending on the 30th day of the last month of each quarter; provided that Costamare Services may elect to receive 149,600 shares instead of the fee under (ii). We have reserved a number of shares of common stock to cover the fees to be paid to Costamare Services under (ii) through December 31, 2023. During the year ended December 31, 2022 and December 31, 2021, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed $1.8 million and $2.8 million, respectively, for services provided in accordance with the relevant management agreements. For the years ended December 31, 2022 and December 31, 2021, we paid aggregate fees of $2.7 million and $2.5 million, respectively and for each of the years ended December 31, 2022 and 2021, we issued in aggregate 598,400 shares to Costamare Services under the Services Agreement.

Term and Termination Rights

Subject to the termination rights described below, on December 31, 2022, the terms of the Framework Agreement and the Services Agreement automatically renewed for another one-year period, and will automatically renew for two more consecutive one-year periods until December 31, 2025, at which point the Framework Agreement and the Services Agreement will expire. In addition to the termination provisions outlined below, we are able to terminate the Framework Agreement and Service Agreement, subject to a termination fee, by providing 12 months’ written notice to Costamare Shipping or Costamare Services, as applicable, that we wish to terminate the applicable agreement at the end of the then-current term.

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Our Manager’s Termination Rights. Costamare Shipping or Costamare Services may terminate the Framework Agreement or Services Agreement, respectively, prior

        to the end of its term if:

•	any moneys payable by us under the applicable agreement have not been paid when due or if on demand within 20 business days of payment having been demanded;
•	if we materially breach the agreement and we have failed to cure such breach within 20 business days after we are given written notice from Costamare Shipping or Costamare Services, as applicable; or
---	---
•	there is a change of control of our Company or the vessel-owning subsidiaries, as applicable.
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Our Termination Rights. We or our vessel-owning subsidiaries may terminate the Framework Agreement or the Services Agreement, respectively, prior to the

        end of its term in the following circumstances:

•	any moneys payable by Costamare Shipping or Costamare Services under or pursuant to the applicable agreement are not paid or accounted for within 10 business days after receiving written notice from us;
•	Costamare Shipping or Costamare Services, as applicable materially breaches the agreement and has failed to cure such breach within 20 business days after receiving written notice from us;
---	---
•	there is a change of control of Costamare Shipping or Costamare Services, as applicable; or
---	---
•	Costamare Shipping or Costamare Services, as applicable, is convicted of, enters a plea of guilty or nolo contendere with respect to, or enters into a plea bargain or<br> settlement admitting guilt for a crime (including fraud), which conviction, plea bargain or settlement is demonstrably and materially injurious to Costamare, if such crime is not a misdemeanor and such crime has been committed solely<br> and directly by an officer or director of Costamare Shipping or Costamare Services, as applicable, acting within the terms of its employment or office.
---	---

Mutual Termination Rights. Either we or Costamare Shipping may terminate the Framework Agreement, and either Costamare Services or our vessel-owning

        subsidiaries may terminate the Services Agreement if:

•

the other party ceases to conduct business, or all or substantially all of the equity interests, properties or assets of the other party are sold, seized or appropriated which, in the case of seizure or appropriation, is not discharged within 20 business days;

•

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, or if a petition is filed against such party seeking to have it declared insolvent or bankrupt and such petition is not dismissed or stayed within 90 business days of its filing, or such party admits in writing its insolvency or its inability to pay its debts as they mature, or if an order is made for the appointment of a liquidator, manager, receiver or trustee of such party of all or a substantial part of its assets, or if an encumbrancer takes possession of or a receiver or trustee is appointed over the whole or any part of such party’s undertaking, property or assets or if an order is made or a resolution is passed for Costamare Shipping’s, Costamare Services’ or our winding up;

---

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•	the other party is prevented from performing any obligations under the applicable agreement by any cause whatsoever of any nature or kind beyond the reasonable control of such party respectively for a period<br> of two consecutive months or more (“Force Majeure”); or
•	in the case of the Framework Agreement, all supervision agreements and all ship-management agreements are terminated in accordance with their respective terms.
---	---

If Costamare Shipping or Costamare Services terminates the Framework Agreement or the Services Agreement, as applicable, for any reason other than Force Majeure, or if we terminate either agreement

        pursuant to our ability to terminate with 12 months’ written notice, we will be obliged to pay to Costamare Shipping or Costamare Services, as applicable, a termination fee equal to \(a\) the number of full years remaining prior to December 31,
        2025, times \(b\) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination \(without taking into account any reduction in fees under the Framework
        Agreement to reflect that certain obligations have been delegated to a sub-manager\); provided that the termination fee will always be at least two times the aggregate fees over the 12- month period
        described above. In addition, the separate ship-management agreements to which our vessels are subject may be terminated by either us or the applicable manager if the vessel is sold, becomes a total loss or is requisitioned.

Non-competition

Costamare Shipping has agreed that during the term of the Framework Agreement, and Costamare Services has agreed that during the term of the Services Agreement, they will not provide similar services to any entity other than our subsidiaries and entities established pursuant to the Framework Deed and to entities affiliated with our chairman and chief executive officer, without our prior written approval, which we may provide under certain circumstances. We believe we will derive significant benefits from our exclusive relationship with Costamare Shipping and Costamare Services.

Costamare Shipping provides management services in respect of one containership and one dry bulk vessel privately owned by our chairman and chief executive officer Konstantinos Konstantakopoulos. Costamare Services provides post fixture services in respect of one container vessels privately owned by our chairman and chief executive officer, Konstantinos Konstantakopoulos.

V.Ships Greece, V.Ships Shanghai, HanseContor, Blue Net, Blue Net Asia, BSM and FML provide and actively seek to provide services to third parties, while Vinnen provides services to container vessels related to their owners.

Agency Agreements

On November 14, 2022, Costamare Bulkers Inc. entered into separate agreements for the provision of chartering, cargo sourcing and/or research services with each of the Agency Companies on an exclusive basis. Each of the Agency Companies is directly or indirectly owned by Konstantinos Konstantakopoulos, our chairman and chief executive officer. During the year ended December 31, 2022, the Agency Companies received in aggregate the amount of $2.8 million for services provided in accordance with the respective agreements. See “Item 4. Information on the Company—A. History and Development of the Company”.

Term and Termination Rights

Under the agreements between Costamare Bulkers and each of the Agency Companies, Costamare Bulkers may terminate the agreement with the respective Agency Company, with immediate effect by notice, if such Agency Company (a) is subject to an insolvency event, (b) is a sanctioned person, (c) commits a material breach of the agreement that cannot be remedied or was not remedied in due time or (d) commits repeated breaches of the agreement so as to deprive Costamare Bulkers of the use or enjoyment of its services, or to cause business disruption or substantial inconvenience. In addition, Costamare Bulkers may also terminate the agreements in accordance with the force majeure clauses thereunder.

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Fees

Under the agreements between Costamare Bulkers and each of the Agency Companies, Costamare Bulkers shall pay to each Agency Company, fees for the performance and provision of services by such Agency Company, calculated on the basis of (a) the cost base of the relevant Agency Company, plus (b) an arm’s length mark up in accordance with the remuneration for the functions performed, risks assumed and assets employed by the relevant Agency Company, plus (c) any costs incurred by the relevant Agency Company (as paying agent only) on behalf of Costamare Bulkers in the performance and provision of such services.

In the year ended December 31, 2022, the Agency Companies received in aggregate a fee of $2.8 million.

Restrictive Covenant Agreements

On July 1, 2021, the restrictive covenant agreement we had entered into with Konstantinos Konstantakopoulos was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict his activities in the dry bulk sector under substantially the same terms as the existing agreement restricting his activities in the containership sector. Under the restrictive covenant agreements entered into with us, during the period of Konstantinos Konstantakopoulos’s and Konstantinos Zacharatos’s employment or service with us and for six months thereafter, each has agreed to restrictions on his ownership of any containerships and, in the case of Konstantinos Konstantakopoulos, dry bulk vessels (the relevant vessels, the “covered vessels”) and on the acquisition of any shareholding in a business involved in the ownership of covered vessels (such activities are referred to here as “the restricted activities”), subject to the exceptions described below.

Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos are permitted to engage in the restricted activities in the following circumstances: (a) pursuant to his involvement with us, (b) with respect to certain permitted acquisitions (as described below) and (c) pursuant to his passive ownership of up to, in the case of Konstantinos Konstantakopoulos, 19.99% of the outstanding voting securities of any publicly traded company, and in the case of Konstantinos Zacharatos, 20% of the outstanding voting securities of any publicly traded or private company, in each case that is engaged in the containership business.

As noted above, Konstantinos Konstantakopoulos and Konstantinos Zacharatos are permitted to engage in restricted activities with respect to two types of permitted acquisitions, including: (1) the acquisition of a covered vessel or an acquisition or investment in a covered vessel business, on terms and conditions that are not materially more favorable, than those first offered to us and refused by an independent conflicts committee of our directors, and/or (2) the acquisition of a business that includes covered vessels. Under this second type of permitted acquisition, we must be given the opportunity to buy the covered vessel or covered vessel businesses included in the acquisition, in each case for its fair market value plus certain break-up costs.

Each of Konstantinos Konstantakopoulos and Konstantinos Zacharatos has also agreed that if one of our vessels and a covered vessel majority-owned by either of them are both available and meet the criteria for an available charter, our vessel will be offered such charter. Such priority chartering obligation applies, as of March 21, 2023, with respect to one containership and one dry bulk vessel owned by Konstantinos Konstantakopoulos, but does not apply with respect to six containerships and four dry bulk vessels privately owned by Mr. Konstantakopoulos and one containership where Konstantinos Zacharatos holds a minority interest.

As of March 21, 2023, Konstantinos Konstantakopoulos, alone or in one instance with Konstantinos Zacharatos, had an ownership interest in seven containerships and five dry bulk vessels pursuant to waivers to or otherwise in compliance with the respective restrictive covenant agreement. We cannot rule out the possibility that additional such waivers will be granted by our Board of Directors in future periods.

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Registration Rights Agreement

We entered into a registration rights agreement with the stockholders named therein (the “Registration Rights Holders”) on November 3, 2010, pursuant to which we granted the Registration Rights Holders and their 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. On November 27, 2015, the Company and the Registration Rights Holders entered into an amended and restated registration rights agreement to extend registration rights to Costamare Shipping and Costamare Services, each of which have received or may receive shares of our common stock as fee compensation under the Group Management Agreements (prior to November 2, 2015) or under the Services Agreement. Under the registration rights agreement, the Registration Rights Holders and their 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. The Registration Rights Holders own a total of approximately 71 million shares entitled to these registration rights.

Trademark License Agreement

Under the trademark license agreement entered into with us on November 3, 2010 as amended and restated on March 14, 2022, during the term of the Framework Agreement, Costamare Shipping, one of our

        managers, has agreed to grant us a non-transferable, royalty free license and right to use the Costamare Inc. trademarks, which consist of the name “COSTAMARE” and the Costamare logo in connection, among others, with the operation of our
        containership and dry bulk vessel businesses. We will pay no additional consideration for this license and right. Costamare Shipping retains the right to use the trademarks in its own business or to maintain existing, or grant new, licenses or
        rights permitting any other person to use the trademarks; provided that in all such cases the use, maintenance or grant must be consistent with the license and right granted to us under the licensing
        agreement.

Longshaw Share Purchase Agreement

On June 14, 2021, we entered into a stock purchase agreement with Longshaw, a related party entity controlled by Konstantinos Konstantakopoulos, our chairman and chief executive officer, for the acquisition of all of Longshaw’s equity interests in 16 entities that had each acquired or had agreed to acquire a dry bulk vessel. We acquired said equity interests at cost with no mark-up or premium payable to Mr. Konstantakopoulos or his affiliated entities. The aggregate purchase price of the transaction was $54.5 million.

Grant of Rights and Issuance of Common Stock

On July 14, 2010, the Company offered all stockholders of record as of the close of business on July 14, 2010 (the “Record Date”), the right (collectively, the “Rights”) to subscribe for and purchase up to 32 shares of common stock, par value $0.0001 per share, for each share held by such stockholder as of the Record Date. The subscription price for each share purchased pursuant to the exercise of Rights was $0.10 per share.

On March 27, 2012, the Company completed a follow-on public equity offering in which we issued 7,500,000 shares at a public offering price of $14.10 per share. The net proceeds of the follow-on offering were $100.6 million. Members of the Konstantakopoulos family purchased 750,000 shares in the offering.

On October 19, 2012, the Company completed a second follow-on public equity offering in which we issued 7,000,000 shares at a public offering price of $14.00 per share. The net proceeds of the follow-on offering were $93.5 million. Members of the Konstantakopoulos family purchased 700,000 shares in the offering.

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On December 5, 2016, the Company completed a follow-on public equity offering in which we issued 12,000,000 shares of common stock at a public offering price of $6.00 per share. The net proceeds of this offering were $69.0 million. Members of the Konstantakopoulos family purchased 1,666,666 shares in the offering.

On May 31, 2017, the Company completed a follow-on public equity offering in which we issued 13,500,000 shares of common stock at a public offering price of $7.10 per share. The net proceeds of this offering were $91.68 million. Members of the Konstantakopoulos family purchased 1,408,451 shares in the offering.

Other Transactions

Our chairman and chief executive officer, Konstantinos Konstantakopoulos, owns one containership vessel (which is comparable to two of our vessels) and holds a passive interest in certain companies that own six containerships comparable to 24 of our vessels (including two vessels acquired under the Framework Deed). Mr. Konstantakopoulos also has a controlling interest in one company that owns one dry bulk vessel (which is comparable to 16 of our vessels) and holds a minority interest, together with members of his family and third parties, in a business involved in the ownership of four dry bulk vessels (which are comparable to 21 of our vessels). Mr. Konstantakopoulos may acquire additional vessels.

Konstantinos Zacharatos holds a passive minority interest in one company that owns a containership comparable to four of our vessels (including one vessel acquired under the Framework Deed) and may acquire additional vessels.

Other than the containership and dry bulk vessel owned by Konstantinos Konstantakopoulos, which have to give priority chartering to the Company’s vessels, these vessels may compete with the Company’s vessels for chartering opportunities. These investments were entered into in accordance with the terms of the restrictive covenant agreements referenced above following the review and approval of our Audit Committee and Board of Directors.

On January 7, 2013, Costamare Shipping entered into the Co-operation Agreement with V.Ships Greece, pursuant to which the two companies established the Cell under V.Ships Greece. See “Item 4. Information on the Company—B. Business Overview—Management of Our Fleet”. The Co-operation Agreement anticipated that the Cell will actively seek to provide ship-management services to third-party owners in order to capitalize on the ship-management expertise of the Cell and the economies of scale brought by the affiliation with V.Group. The Co-operation was terminated on October 16, 2020, whereupon V.Ships Greece remained as manager of the Company’s containerships previously managed under the Cell. Additionally, at that time it was decided that V.Ships Greece would gradually take the management of the Company’s containerships previously managed by Shanghai Costamare, and that it would appoint V.Ships Shanghai as sub-manager of these containerships. The actual transfer of the management of the 15 out of the 16 vessels that were previously managed by Shanghai Costamare was completed on December 31, 2020. On January 8, 2021, the management of the remaining vessel was fully taken over by V.Ships Shanghai.

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Under the Framework Deed entered into in May 2013, as amended and restated in May 2015 and as further amended in June 2018, we agreed with York to invest in newbuild and secondhand container vessels through jointly held companies, thereby increasing our ability to expand our operations while diversifying our risk. After acquiring a number of both newbuild and secondhand container vessels, the commitment period ended on May 15, 2020. The Framework Deed itself, will terminate on May 15, 2024, or upon the occurrence of certain extraordinary events as described therein. As part of the Framework Deed, we hold a minority stake in the Joint Venture vessels. Four of our containerships have been acquired pursuant to the Framework Deed. Each vessel is a cellular containership, meaning it is a dedicated container vessel. See “Item 4. Information on the Company—B. Business Overview—Our Fleet”.

Costamare Shipping has entered into separate management agreements with each Joint Venture entity pursuant to which Costamare Shipping provides technical, crewing, commercial, provisioning, bunkering, accounting, sale and purchase, insurance and general and administrative services directly or together with V.Ships Greece directly or, upon being directed to do so, through V.Ships Shanghai. During the year ended December 31, 2022, Costamare Shipping charged in aggregate to Joint Venture entities the amount of $1.8 million for services provided in accordance with the respective management agreements.

On January 1, 2018, Costamare Shipping entered into the Brokerage Agreement with Blue Net, as amended from time to time, which provides chartering brokerage services to our containerships and to the containerships acquired pursuant to the Framework Deed, as well as to other third party containerships. Our chairman and chief executive officer, Konstantinos Konstantakopoulos, indirectly controls 50% of Blue Net. Blue Net provided until August 2021 chartering brokerage services in exchange for a fee to the vessels belonging to a chartering pool which included one of our vessels. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of the owners of five vessels it manages, to pay Blue Net Asia, a company 50% indirectly owned by our chairman and chief executive officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by Blue Net Asia for such five vessels. Blue Net does not provide its services to the five vessels for which charter brokerage services are being provided by Blue Net Asia.

In connection with Costamare’s investment in the leasing business, Neptune entered into the Neptune Management Agreement with the Neptune Manager. The Neptune Manager is 51% owned by Konstantinos Konstantakopoulos, our chairman and chief executive officer. Pursuant to the Neptune Management Agreement, Neptune will pay the Neptune Manager an annual fee in exchange for administrative and strategic services. See “Item 4. Information on the Company—A. History and Development of the Company”.

Konstantinos Konstantakopoulos owns 47.5% of the shares and voting rights of the Greek Institute of Maritime Education (“GIME”), which cooperates with the Business College of Athens, a private educational institution, for the provision of the certain on-line academic bachelor’s or master’s degrees in Maritime Business, Ship Management, Marine Engineering Management and Maritime Cyber Security. On January 30, 2023, the Company agreed to offer grants of up to €2,000 per seafarer towards the fees for the aforementioned degrees or any individual course offered thereunder leading to a certificate or diploma from the Business College of Athens, up to €200,000 in total grants. Additionally, GIME is providing a discount to our seafarers of up to 30% of the total fees per student, depending on the qualification sought.

Procedures for Review and Approval of Related Party Transactions

Related party transactions, which for purposes of review and approval, means transactions in which the Company or one of its subsidiaries is a participant and any of the Company’s directors, nominees for director, executive officers, employees, significant stockholders or members of their immediate families (other than immediate family members of employees who are not executive officers) have a direct or indirect interest, will be subject to review and approval or ratification by the board of directors and the audit committee, and will be evaluated pursuant to procedures established by the board of directors.

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Where appropriate, such transactions will be subject to the approval of our independent directors, including appropriate matters arising under the Framework Agreement and Services Agreement, such as the amendment and restatement of such agreement, matters arising under the restrictive covenant agreements, such as waivers of the restrictions thereunder, and any other agreements with entities controlled by our chairman and chief executive officer.

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.

Legal Proceedings

A subsidiary of the Company and Costamare Shipping are defendants and third-party defendants in lawsuits pending in the United States Court for the Central District of California relating to liabilities associated with damage to a pipeline and an oil spill that occurred in October 2021 off the coast of Long Beach, California. The oil spill was caused by the rupture of a pipeline owned by Amplify Energy Corp. and certain affiliates (“Amplify”). The claimants in the lawsuit allege that a vessel owned by one of the Company’s subsidiaries, the containership Beijing, dragged its anchor across the pipeline many months prior to the rupture, during a severe heavy wind event when numerous other vessels were unable to hold their ground and dragged their anchors, and contributed to the spill. The complaint alleges that a vessel owned by another containership company also dragged its anchor across the pipeline on the same day.

On February 8, 2023, the Company’s subsidiary, together with the other containership company, reached an agreement to resolve a putative class action claim for economic losses and property damage allegedly incurred by individuals and businesses affected by the oil spill, which is subject to court approval. On February 27, 2023, the Company’s subsidiary, together with the other containership company, reached an agreement to resolve claims asserted by Amplify and subrogation claims by Amplify’s property damage and loss of production insurers. In connection with these settlements, neither the Company’s subsidiary nor Costamare Shipping have admitted liability. The Company believes that any payments that will be required under these settlement agreements will be fully covered by insurance.

There are certain other claims outstanding, including a claim by certain insurers that provided liability insurance coverage to Amplify that was triggered by the discharge of oil from Amplify’s pipeline. The Company is defending against the allegations of the remaining claimants. The Company believes that adequate insurance is in place to cover any liability, if any should arise, from the remaining claims that have been asserted.

From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally property damage and personal injury claims. We expect that these claims would be covered by insurance, subject to customary deductibles, although there can be no assurance our insurers would agree in any particular case. Furthermore, those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

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Preferred Stock Dividend Requirements

Dividends on Preferred Stock are payable quarterly on each of January 15, April 15, July 15 and October 15, as and if declared by our board of directors out of legally available funds for such purpose. The dividend rate for the Series B Preferred Stock is 7.625% per annum per $25.00 of liquidation preference per share (equal to $1.90625 per annum per share). The dividend rate for the Series C Preferred Stock is 8.50% per annum per $25.00 of liquidation preference per share (equal to $2.125 per annum per share). The dividend rate for the Series D Preferred Stock is 8.75% per annum per $25.00 of liquidation preference per share (equal to $2.1875 per annum per share). The dividend rate for the Series E Preferred Stock is 8.875% per annum per $25.00 of liquidation preference per share (equal to $2.21875 per annum per share). The dividend rates are not subject to adjustment.

We paid dividends to holders of our Preferred Stock as per the table below:

Payment Date	Preferred Series<br><br> <br>B amount paid per<br><br> <br>share		Preferred Series<br><br> <br>C amount paid per<br><br> <br>share		Preferred Series<br><br> D amount paid per<br><br> <br>share		Preferred Series E<br><br> <br>amount paid per<br><br> <br>share
October 15, 2013	$	0.365400		-		-		-
January 15, 2014	$	0.476563		-		-		-
April 15, 2014	$	0.476563	$	0.495833		-		-
July 15, 2014	$	0.476563	$	0.531250		-		-
October 15, 2014	$	0.476563	$	0.531250		-		-
January 15, 2015	$	0.476563	$	0.531250		-		-
April 15, 2015	$	0.476563	$	0.531250		-		-
July 15, 2015	$	0.476563	$	0.531250	$	0.376736		-
October 15, 2015	$	0.476563	$	0.531250	$	0.546875		-
January 15, 2016	$	0.476563	$	0.531250	$	0.546875		-
April 15, 2016	$	0.476563	$	0.531250	$	0.546875		-
July 15, 2016	$	0.476563	$	0.531250	$	0.546875		-
October 17, 2016	$	0.476563	$	0.531250	$	0.546875		-
January 17, 2017	$	0.476563	$	0.531250	$	0.546875		-
April 17, 2017	$	0.476563	$	0.531250	$	0.546875		-
July 17, 2017	$	0.476563	$	0.531250	$	0.546875		-
October 16, 2017	$	0.476563	$	0.531250	$	0.546875		-
January 16, 2018	$	0.476563	$	0.531250	$	0.546875		-
April 16, 2018	$	0.476563	$	0.531250	$	0.546875	$	0.462240
July 16, 2018	$	0.476563	$	0.531250	$	0.546875	$	0.554688
October 15, 2018	$	0.476563	$	0.531250	$	0.546875	$	0.554688
January 15, 2019	$	0.476563	$	0.531250	$	0.546875	$	0.554688
April 15, 2019	$	0.476563	$	0.531250	$	0.546875	$	0.554688
July 15, 2019	$	0.476563	$	0.531250	$	0.546875	$	0.554688
October 15, 2019	$	0.476563	$	0.531250	$	0.546875	$	0.554688
January 15, 2020	$	0.476563	$	0.531250	$	0.546875	$	0.554688
April 15, 2020	$	0.476563	$	0.531250	$	0.546875	$	0.554688
July 15, 2020	$	0.476563	$	0.531250	$	0.546875	$	0.554688
October 15, 2020	$	0.476563	$	0.531250	$	0.546875	$	0.554688
January 15, 2021	$	0.476563	$	0.531250	$	0.546875	$	0.554688
April 15, 2021	$	0.476563	$	0.531250	$	0.546875	$	0.554688
July 15, 2021	$	0.476563	$	0.531250	$	0.546875	$	0.554688
October 15, 2021	$	0.476563	$	0.531250	$	0.546875	$	0.554688
January 18, 2022	$	0.476563	$	0.531250	$	0.546875	$	0.554688
April 18, 2022	$	0.476563	$	0.531250	$	0.546875	$	0.554688
July 15, 2022	$	0.476563	$	0.531250	$	0.546875	$	0.554688
October 17, 2022	$	0.476563	$	0.531250	$	0.546875	$	0.554688
January 17, 2023	$	0.476563	$	0.531250	$	0.546875	$	0.554688

Our Preferred Stock dividend payment obligations impact our future liquidity needs.

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Common Stock Dividend Policy

We paid our first cash dividend since becoming a public company in November 2010 on February 4, 2011 in an amount of $0.25 per share of common stock. We have subsequently paid dividends to holders of our common stock of $0.25 per share on May 12, 2011 and August 9, 2011, $0.27 per share on November 7, 2011, February 8, 2012, May 9, 2012, August 7, 2012, November 6, 2012, February 13, 2013, May 8, 2013, August 7, 2013, November 6, 2013 and February 4, 2014, $0.28 per share on May 13, 2014, August 6, 2014, November 5, 2014 and February 4, 2015, $0.29 per share on May 6, 2015, August 5, 2015, November 4, 2015, February 4, 2016, May 4, 2016 and August 17, 2016 and $0.10 per share on November 4, 2016, February 6, 2017, May 8, 2017, August 7, 2017, November 6, 2017, February 6, 2018, May 8, 2018, August 8, 2018, November 8, 2018, February 7, 2019, May 8, 2019, August 7, 2019, November 7, 2019, February 5, 2020, May 7, 2020, August 7, 2020, November 5, 2020, February 5, 2021 and May 6, 2021, and $0.115 per share on August 5, 2021, November 5, 2021, February 7, 2022, May 5, 2022, August 8, 2022, November 7, 2022 and February 7, 2023. On May 5, 2022, we also paid a special dividend of $0.50 per share.

On July 6, 2016, we implemented the Dividend Reinvestment Plan. The Dividend Reinvestment Plan offers holders of our common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in our common stock. Participation in the Dividend Reinvestment Plan is optional, and shareholders who decide not to participate in the Dividend Reinvestment Plan will continue to receive cash dividends, as declared and paid in the usual manner. On February 7, 2022, May 5, 2022, August 8, 2022, November 7, 2022 and February 7, 2023, we issued 274,939 shares, 1,420,709 shares, 330,961 shares, 428,300 shares and 384,177 shares, respectively, pursuant to the Dividend Reinvestment Plan. Our Chairman and CEO, Konstantinos Konstantakopoulos, reinvested all his cash dividends on the aforementioned dates.

We currently intend to pay dividends in amounts that will allow us to retain a portion of our cash flows to fund vessel, fleet or company acquisitions that we expect to be accretive to earnings, and cash flows and for debt repayment and dry-docking costs, as determined by management and our board of directors. Declaration and payment of any dividend is subject to the discretion of our board of directors and the requirements of Marshall Islands law. The timing and amount of dividend payments will be dependent upon our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our credit facilities, the provisions of Marshall Islands law affecting the payment of distributions to stockholders and other factors. We cannot assure you that we will pay regular quarterly dividends in the amounts stated above or elsewhere in this annual report, and dividends may be reduced or discontinued at any time at the discretion of our board of directors. 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. 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.

Set out below is a table showing the dividends and distributions paid in 2018, 2019, 2020, 2021 and 2022.

	Year Ended December 31,
	2018		2019		2020		2021		2022		Total
	(Expressed in millions of U.S. dollars)
Common Stock dividends paid	$	20.9	$	27.4	$	34.3	$	40.2	$	88.4	$	211.2
Common Stock dividends paid in shares under the Dividend Reinvestment Plan		23.1		18.5		13.8		12.6		30.3		98.3
Preferred Stock dividends paid		28.3		31.3		31.2		31.1		31.1		153.0
Total	$	72.3	$	77.2	$	79.3	$	83.9	$	149.8	$	462.5

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B. Significant Changes

See “Item 18. Financial Statements—Note 22. Subsequent Events” below.

ITEM 9.	THE OFFER AND LISTING

Our common stock is listed for trading on the New York Stock Exchange under the symbol “CMRE”.

ITEM 10.	ADDITIONAL INFORMATION

A. Share Capital

Under our articles of incorporation, our authorized capital stock consists of (i) 1,000,000,000 shares of common stock, par value $0.0001 per share, of which, as of December 31, 2022, 127,038,413 shares were issued, of which 4,736,702 were treasury shares and (ii) 100,000,000 shares of preferred stock, par value $0.0001 per share, issuable in series of which, as of December 31, 2022: no shares of Series A Preferred Stock were issued and outstanding, although 10,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below under “—Stockholder Rights Plan”; 2,000,000 shares of Series B Preferred Stock were issued and 1,970,649 are outstanding; 4,000,000 shares of Series C Preferred Stock were issued and 3,973,135 are outstanding; 4,000,000 shares of Series D Preferred Stock were issued and 3,986,542 are outstanding; and 4,600,000 shares of Series E Preferred Stock were issued and 4,574,100 are outstanding. All of our shares of stock are in registered form.

Please see Note 16 to our consolidated financial statements included elsewhere in this annual report for a discussion of the recent history of our share capital.

B. Memorandum and Articles of Association

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 stockholders.

Under our bylaws, annual stockholder 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 Marshall Islands. Special meetings may be called by the chairman of the board of directors, the chief executive officer or 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 stockholders that will be eligible to receive notice and vote at the meeting. Our bylaws permit stockholder action by unanimous written consent.

We are registered in the Republic of the Marshall Islands at The Trust Company of the Marshall Islands, Inc., Registrar of Corporation for non-resident corporations, under registration number 29593.

Directors

Under our bylaws, our directors are elected by a plurality of the votes cast at each annual meeting of the stockholders by the holders of shares entitled to vote in the election. There is no provision for cumulative voting.

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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 stockholders 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 stockholders 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 stockholders. 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 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 stockholder because of his or her ownership of a particular number of shares.

We are not aware of any limitations on the rights to own our common stock, including rights of non-resident or foreign stockholders 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 stockholders, to issue up to 100,000,000 shares of blank check preferred stock, of which 10,000,000 shares have been designated Series A Participating Preferred Stock in connection with our adoption of a stockholder rights plan as described below under “—Stockholder Rights Plan”, 2,000,000 shares have been designated (currently 1,970,649 shares remain outstanding) Series B Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated (currently 3,973,135 shares remain outstanding) Series C Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated (currently 3,986,542 shares remain outstanding) Series D Cumulative Redeemable Perpetual Preferred Stock and 4,600,000 shares have been designated (currently 4,574,100 shares remain outstanding) Series E Cumulative Redeemable Perpetual Preferred Stock, 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;
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•	the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and
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•	the voting rights, if any, of the holders of the series.
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Stockholder Rights Plan

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 $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a stockholder rights agreement between us and American Stock Transfer & Trust Company, 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 stockholder 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 any attempt to acquire us. Because our board of directors can approve a redemption of the rights for 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 existing stockholders prior to our initial public offering in November 2010.

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 stockholder rights agreement, which we have filed as an exhibit to this annual report.

Detachment of 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 the tenth anniversary date of the adoption of the rights plan, 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:

•	10 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 15% or<br> more of our outstanding common stock; or
•	10 business days following the start of a tender or exchange offer that would result, if closed, in a person becoming an “acquiring person”.
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Our controlling stockholders are excluded from the definition of “acquiring person” for purposes of the rights, and therefore their ownership or future share acquisitions cannot trigger the rights. Specified “inadvertent” owners that would otherwise become an acquiring person, including those who would have this designation as a result of repurchases of common stock by us, will not become acquiring persons as a result of those transactions.

Our board of directors may defer the rights distribution date in some circumstances, and some inadvertent acquisitions will not result in a person becoming an acquiring person if the person promptly divests itself of a sufficient number of shares of 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

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•	any new shares of common stock will be issued with rights, and new certificates will contain a notation incorporating the 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 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 rights agreement specifies.

Flip-over event

A “flip-over event” will occur under the 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.
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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 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, a number of rights must be exercised so that we will issue only whole shares of stock.

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Redemption of rights

At any time until 10 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 stockholder 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<br> the election of directors; or
•	the occurrence of a flip-over event.
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Amendment of terms of rights

While the rights are outstanding, we may amend the provisions of the 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
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•	to shorten or lengthen any time period under the rights agreement, except that we cannot change the time period when rights may be redeemed or lengthen any time period, unless such lengthening protects,<br> enhances or clarifies the benefits of holders of rights other than an acquiring person.
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At any time when no rights are outstanding, we may amend any of the provisions of the rights agreement, other than decreasing the redemption price.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our stockholders 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. 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.

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Stockholders’ Derivative Actions

Under the BCA, any of our stockholders 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 both at the time the derivative action is commenced and at the time of the transaction to which the action relates. A complaint shall set forth with particularity the efforts of
        the plaintiff to secure the initiation of such action by the Board of Directors or the reasons for not making 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 stockholders 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 stockholders 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 stockholders. In addition, stockholders’ 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 stockholders, 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 stockholders, to issue up to 100,000,000 shares of blank check preferred stock, of which 10,000,000 shares have been designated Series A Participating Preferred Stock, in connection with our adoption of a stockholder rights plan as described above under “—Stockholder Rights Plan”, 2,000,000 shares have been designated Series B Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated Series C Cumulative Redeemable Perpetual Preferred Stock, 4,000,000 shares have been designated Series D Cumulative Redeemable Perpetual Preferred Stock and 4,600,000 shares have been designated Series E Cumulative Redeemable Perpetual Preferred Stock. 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.

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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 stockholders 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.

Holders of the Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Preferred Stock or (2) in the event that the Company proposes to issue any parity stock if the cumulative dividends payable on outstanding Preferred Stock are in arrears or any senior stock. However, if and whenever dividends payable on the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (for this purpose the Series B, Series C, Series D and Series E Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Preferred Stock voted as a class for the election of such director). The right of such holders of Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

Calling of special meeting of stockholders

Our articles of incorporation and bylaws provide that special meetings of our stockholders may only be called by our chairman of the board of directors, chief executive officer or by either, at the request of a majority of our board of directors.

Advance notice requirements for stockholder proposals and director nominations

Our bylaws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders 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 stockholders’ ability to bring matters before an annual meeting of stockholders or to make nominations for directors at an annual meeting of stockholders.

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C. Material Contracts

The following is a summary of each material contract outside the ordinary course of business to which we are a party. Such summaries are not intended to be complete and reference is made to the contracts themselves, which are exhibits to this annual report.

(a)	Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021 between Costamare Inc. and Konstantinos Konstantakopoulos, please see “Item 7. Major Shareholders and Related<br> Party Transactions—Related Party Transactions—Restrictive Covenant Agreements”.
(b)	Stockholder Rights Agreement dated October 19, 2010, between Costamare Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent. For a description of the Stockholder Rights Agreement, please<br> see “Item 10. Additional Information—B. Memorandum and Articles of Association—Stockholder Rights Plan”.
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(c)	Trademark License Agreement dated November 3, 2010 as amended and restated on March 14, 2022 between Costamare Inc. and Costamare Shipping Company S.A., please see “Item 7. Major Shareholders and Related Party<br> Transactions—B. Related Party Transactions—Trademark License Agreement”.
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(d)	Restrictive Covenant Agreement dated July 24, 2012, between Costamare Inc. and Konstantinos Zacharatos, please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party<br> Transactions—Restrictive Covenant Agreements”.
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(e)	Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc., please see<br> “Item 4. Information on the Company—B. Business Overview—Our Fleet—Framework Deed”.
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(f)	Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021, by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd., please<br> see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
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(g)	Amended and Restated Registration Rights Agreement dated as of November 27, 2015, between Costamare Inc. and the Stockholders named therein, please see “Item 7. Major Shareholders and Related Party<br> Transactions—B. Related Party Transactions—Registration Rights Agreement”.
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(h)	Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG., please see “Item 4. Information on the Company—B.<br> Business Overview—Chartering of Our Fleet”.
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(i)	Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, and as further amended and restated on June 28, 2021, by and between Costamare Inc. and Costamare Shipping Company S.A.,<br> please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Management and Services Agreement”.
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(j)	Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime Investments S.A., please see “Item 7. Major Shareholders and Related Party Transactions—B. Related Party<br> Transactions—Longshaw Share Purchase Agreement”.
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(k)

Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime Leasing Limited dated March 14, 2023, by and among Snow White Investments Limited, International Maritime Holdings A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune Maritime Leasing Limited, please see “Item 4. Information on the Company—A. History and Development of the Company”.

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 holders of our common stock.

MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our articles of incorporation and bylaws and by the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measures such as shareholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, Marshall Islands’ court cases interpreting the BCA. Accordingly, we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts and you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.

Marshall Islands	Delaware
Shareholder Meetings
Held at a time and place as designated in the bylaws.	May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the Board of Directors.
May be held in or outside of the Marshall Islands.	May be held in or outside of Delaware.
Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting, and unless it is the annual meeting, indicates that it is<br> being issued by or at the direction of the person calling the meeting, and if such meeting is a special meeting such notice shall also state the purpose for which it is being called.	Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the<br> means of remote communication, if any.
A copy of the notice of any meeting shall be given personally, sent by mail or by electronic transmission not less than 15 nor more than 60 days before the date of the meeting.	Written notice shall be given not less than 10 nor more than 60 days before the meeting.

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Shareholder’s Voting Rights
Any action required to be taken by a meeting of shareholders may be taken without a meeting if consent is in writing, sets forth the action so taken and is signed by all the shareholders<br> entitled to vote or if the articles of incorporation so provide, by holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares<br> entitled to vote thereon were present and voted.	With limited exceptions, shareholders may act by written consent to elect directors.
Any person authorized to vote may authorize another person to act for him or her by proxy.	Any person authorized to vote may authorize another person or persons to act for him or her by proxy.
Unless otherwise provided in the articles of incorporation or bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third<br> of the shares entitled to vote at a meeting.	For stock corporations, the certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event shall a quorum consist of less than one third of shares<br> entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
Marshall Islands	Delaware
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When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.	When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.	The certificate of incorporation may provide for cumulative voting.
Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by the vote of the majority of holders of outstanding shares entitled to<br> vote at a shareholder meeting.	Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by shareholders of each<br> constituent corporation at an annual or special meeting.
Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by<br> the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting.	Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the<br> corporation when so authorized by a resolution adopted by the holders of a majority of the outstanding stock of a corporation entitled to vote.
Any domestic corporation owning at least 90% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of<br> the shareholders of any corporation.	Any corporation owning at least 90% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the<br> vote or consent of shareholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly<br> called shareholder meeting.
Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise<br> provided for in the articles of incorporation.	Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of shareholders, except to the extent that the certificate of incorporation<br> otherwise provides.

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Directors
The board of directors must consist of at least one member.	The board of directors must consist of at least one member.
Number of members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board pursuant to the bylaws.	Number of board members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by<br> amendment of the certificate of incorporation.
If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board and so long as no decrease in the number shall shorten the term<br> of any incumbent director.
Marshall Islands	Delaware
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Removal:	Removal:
• Any or all of the directors may be removed for cause by vote of the shareholders.	• Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation otherwise provides.
• If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders	• In the case of a classified board, shareholders may effect removal of any or all directors only for cause.
Dissenter’s Rights of Appraisal
With limited exceptions, appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation.	With limited exceptions, appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation.
A holder of any adversely affected shares who does not vote on, or consent in writing to, an amendment to the articles of incorporation has the right to dissent and to receive payment for<br> such shares if the amendment	The certificate of incorporation may provide that appraisal rights are available for shares as a result of an amendment to the certificate of incorporation, any merger or consolidation or<br> the sale of all or substantially all of the assets.
• alters or abolishes any preferential right of any outstanding shares having preference;
• creates, alters, or abolishes any provision or right in respect to the redemption of any outstanding shares;
• alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
• excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being<br> authorized of any existing or new class.

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Shareholder’s Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or<br> certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest<br> therein devolved upon him by operation of law.	In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the<br> transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
Marshall Islands
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Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort.
Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Marshall Islands
Reasonable expenses, including attorneys’ fees, may be awarded if the action is successful
Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the shares have a value<br> of less than 50,000.

All values are in US Dollars.

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 Marshall Islands, under current Marshall Islands law we are not subject to tax on income or capital gains and our stockholders (so long as they are not citizens or residents 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 stockholders. In addition, so long as our stockholders are not citizens or residents of the Marshall Islands, our stockholders 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 Stock, and our stockholders will not be required by the Republic of the Marshall Islands to file a tax return relating to our common stock or Preferred Stock.

Each stockholder is urged to consult their tax counselor or other advisor with regard to the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of their 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 them.

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Liberian Tax Considerations

The Republic of Liberia enacted a new income tax act effective as of January 1, 2001 (the “New Act”). In contrast to the income tax law previously in effect since 1977, the New Act does not distinguish between the taxation of “non-resident” Liberian corporations, such as our Liberian subsidiaries, which conduct no business in Liberia and were wholly exempt from taxation under the prior law, 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 are not engaged in shipping exclusively within Liberia) and that do not engage in other business or activities in Liberia other than those 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 U.S. Federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations issued by the U.S. Department of the Treasury, all of which are subject to change, possibly with retroactive effect. This discussion does not address any U.S. state or local tax matters. This discussion does not address the tax treatment of U.S. holders (as defined below) which own directly, indirectly or constructively 10% or more of our shares (as measured by vote or value). You are encouraged to consult your own tax advisor regarding the particular United States Federal, state and local and foreign income and other tax consequences of acquiring, owning and disposing of our common stock or Preferred Stock that may be applicable to you.

Taxation of Our Shipping Income

Subject to the discussion of “effectively connected” income below, unless exempt from U.S. Federal income tax under the rules contained in Section 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation is, under the rules of Section 887 of the Code, subject to a 4% U.S. Federal income tax in respect of its U.S. source gross transportation income (without the allowance for deductions).

For this purpose, U.S. source gross transportation income includes 50% of the shipping income that is attributable to transportation that begins or ends (but that does not both begin and end) in the United States. Shipping income attributable to transportation exclusively between non-U.S. ports is generally not subject to any U.S. Federal income tax.

“Shipping income” means income that is derived from:

(a)	the use of vessels;
(b)	the hiring or leasing of vessels for use on a time, operating or bareboat charter basis;
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(c)	the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or indirectly owns or participates in that generates such income; or
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(d)	the performance of services directly related to those uses.
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Under Section 883 of the Code and the Treasury Regulations promulgated thereunder, a non-U.S. corporation will be exempt from U.S. Federal income tax on its U.S. source gross transportation income if:

(a)	it is organized in a foreign country (or the “country of organization”) that grants an “equivalent exemption” to U.S. corporations; and
(b)	either
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(i)	more than 50% of the value of its stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption”<br> to U.S. corporations; or
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(ii)	its stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to U.S. corporations, or in the United<br> States.
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We believe that we have qualified and currently intend to continue to qualify for this statutory tax exemption for the foreseeable future. However, no assurance can be given that this will be the case in the future. If we or our subsidiaries are not entitled to this exemption under Section 883 for any taxable year, we or our subsidiaries would be subject for those years to a 4% U.S. Federal income tax on our U.S. source gross transportation income, subject to the discussion of “effectively connected” income below. Since we expect that no more than 50% of our gross shipping income would be treated as U.S. source gross transportation income, we expect that the effective rate of U.S. Federal income tax on our gross transportation income would not exceed 2%. Many of our time charters contain provisions pursuant to which charterers undertake to reimburse us for the 4% gross basis tax on our U.S. source gross transportation income.

To the extent exemption under Section 883 is unavailable, our U.S. source gross transportation income that is considered to be “effectively connected” with the conduct of a U.S. trade or business would be subject to the U.S. corporate income tax currently imposed at a rate of 21% (net of applicable deductions). In addition, we may be subject to the 30% U.S. “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 transportation income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

(a)	we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income; and
(b)	substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated<br> sailings at regular intervals between the same points for voyages that begin or end in the United States.
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We believe that we will not meet these conditions because we will not have, or permit circumstances that would result in us having, such a fixed place of business in the United States or any vessel sailing to or from the United States on a regularly scheduled basis.

In addition, income attributable to transportation that both begins and ends in the United States is not subject to the tax rules described above. Such income is subject to either a 30% gross-basis tax or to U.S. Federal corporate income tax on net income currently imposed at a rate of 21% (and the branch profits tax discussed above). Although there can be no assurance, we do not expect to engage in transportation that produces shipping income of this type.

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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 U.S. Federal 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 U.S. 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.

Taxation of United States Holders

You are a “U.S. holder” if you are a beneficial owner of our common stock or our Preferred Stock and you are (i) a U.S. citizen or resident, (ii) a U.S. corporation (or other U.S. entity taxable as a corporation), (iii) an estate the income of which is subject to U.S. Federal income taxation regardless of its source or (iv) a trust if (x) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of that trust or (y) the trust has a valid election in effect to be treated as a U.S. person for U.S. Federal income tax purposes.

If a partnership holds our common stock or Preferred Stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding our common stock or Preferred Stock, you should consult your tax advisor.

Distributions on Our Common Stock and Preferred Stock

Subject to the discussion of PFICs below, any distributions with respect to our common stock or Preferred Stock that you receive from us 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 U.S. 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 common stock or Preferred Stock (on a dollar-for-dollar basis) and thereafter as capital gain.

If you are a U.S. corporation (or a U.S. entity taxable as a corporation), you will generally not be entitled to claim a dividends-received deduction with respect to any distributions you receive from us.

Dividends paid with respect to our common stock or Preferred Stock will generally be treated as “passive category income” for purposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.

If you are an individual, trust or estate, dividends you receive from us should be treated as “qualified dividend income”; provided that:

(a)	the common stock or Preferred Stock, as the case may be, is 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”);
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(c)	you own our common stock or our Preferred Stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock or Preferred 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
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(e)	certain other conditions are met.
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Qualified dividend income is currently taxed at a preferential maximum rate of 15% or 20%, depending on the income level of the taxpayer.

Special rules may apply to any “extraordinary dividend”. Generally, an extraordinary dividend is a dividend in an amount that is equal to (or in excess of) 10% of your adjusted tax basis (or fair market value in certain circumstances) in a share of our common stock (5% in the case of Preferred Stock). If we pay an extraordinary dividend on our common stock or Preferred Stock that is treated as qualified dividend income and if you are an individual, estate or trust, then any loss derived by you from a subsequent sale or exchange of such common stock or Preferred 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 the preferential rates applicable to qualified dividend income. Dividends you receive from us that are not eligible for the preferential rates will be taxed at the ordinary income rates.

Sale, Exchange or Other Disposition of Common Stock and Preferred Stock

Provided that we are not a PFIC for any taxable year, you generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common stock or Preferred 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 U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. Your ability to deduct capital losses against ordinary income is subject to limitations.

Unearned Income Medicare Contribution Tax

Each U.S. holder who is an individual, estate or trust will generally be subject to a 3.8% Medicare tax on the lesser of (i) such U.S. holder’s “net investment income” for the relevant taxable year and (ii) the excess of such U.S. holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). For this purpose, net investment income generally includes dividends on and capital gains from the sale, exchange or other disposition of our common stock or Preferred Stock, subject to certain exceptions. You are encouraged to consult your own tax advisor regarding the applicability of the Medicare tax to your income and gains from your ownership of our common stock or Preferred Stock.

PFIC Status

Special U.S. Federal income tax rules apply to you if you hold stock in a non-U.S. corporation that is classified as a PFIC for U.S. Federal 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:

160

(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).
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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 earned, 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).

There are legal uncertainties involved in determining whether the income derived from time chartering activities constitutes rental income or income derived from the performance of services. In Tidewater Inc. v. United States, 565 F.2d 299 (5th Cir. 2009), the Fifth Circuit held that income derived from certain time chartering activities should be treated as rental income rather than services

        income for purposes of a foreign sales corporation provision of the Code. In published guidance, however, the IRS states that it disagrees with the holding in Tidewater, and specifies that time charters
        should be treated as service contracts. Since we have chartered substantially all our vessels to unrelated charterers on the basis of voyage and time charters and since we expect to continue to do so, we believe that we are not now and have
        never been a PFIC. Our counsel, Cravath, Swaine & Moore LLP, has provided us with an opinion that we should not be a PFIC based on certain representations we made to them, including the representation that Costamare Shipping, which manages
        the Company’s vessels, is not related to any charterer of the vessels, and of certain assumptions made by them, including the assumption that time charters of the Company will be arranged in a manner substantially similar to the terms of its
        existing time charters. However, 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. 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 U.S. Federal income tax regimes, depending on whether or not you make certain elections. Additionally, starting in 2013, for each year during which you own our common stock, we are a PFIC and the total value of all PFIC stock that you directly or indirectly own exceeds certain thresholds, you will be required to file IRS Form 8621 with your U.S. Federal income tax return to report your ownership of our common stock.

The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annual PFIC reporting requirement.

Taxation of U.S. Holders That Make a Timely QEF Election

If we were a PFIC and if you make a timely election to treat us as a “Qualifying Electing Fund” for U.S. tax purposes (a “QEF Election”), you would be required to report each year your pro rata 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 common stock or Preferred 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 common stock or Preferred 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 common stock or Preferred 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 common stock or Preferred 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 U.S. Holders That Make No Election”. Additionally, to the extent any of our subsidiaries is a PFIC, your election to treat us as a “Qualifying Electing Fund” would not be effective with respect to your deemed ownership of the stock of such subsidiary and a separate QEF Election with respect to such subsidiary is required.

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You would make a QEF Election by completing and filing IRS Form 8621 with your U.S. Federal income tax return for the year for which the election is made 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 U.S. holders of such treatment and would provide all necessary information to any U.S. holder who requests such information in order to make the QEF Election described above with respect to us and the relevant subsidiaries.

Taxation of U.S. 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 believe, our common stock or Preferred Stock is treated as “marketable stock”, you would be allowed to make a “mark-to-market” election with respect to our common stock or Preferred Stock, provided you complete and file IRS Form 8621 with your U.S. Federal income tax return for the year for which the election is made 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 common stock or Preferred Stock at the end of the taxable year over your adjusted tax basis in our common stock or Preferred Stock. You also would be permitted an ordinary loss in respect of the excess, if any, of your adjusted tax basis in our common stock or Preferred 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 common stock or Preferred Stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of our common stock or Preferred Stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common stock or Preferred 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. However, to the extent any of our subsidiaries is a PFIC, your “mark-to-market” election with respect to our common stock or Preferred Stock would not apply to your deemed ownership of the stock of such subsidiary.

Taxation of U.S. 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 common stock or Preferred 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 common stock or Preferred Stock) and (b) any gain realized on the sale, exchange or other disposition of our common stock or Preferred Stock. Under these special rules:

(i)	the excess distribution or gain would be allocated ratably over your aggregate holding period for our common stock or Preferred Stock;
(ii)	the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to such U.S. holder who does not make a QEF or a “mark-to-market”<br> election would be taxed as ordinary income; and
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(iii)	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<br> deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
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If you died while owning our common stock or Preferred Stock, your successor generally would not receive a step-up in tax basis with respect to such stock for U.S. tax purposes.

United States Federal Income Taxation of Non-U.S. Holders

You are a “non-U.S. holder” if you are a beneficial owner of our common stock (other than a partnership for U.S. tax purposes) and you are not a U.S. holder.

Distributions on Our Common Stock and Preferred Stock

You generally will not be subject to U.S. Federal income or withholding taxes on a distribution received from us with respect to our common stock or Preferred Stock, unless the income arising from such distribution 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 income, such income generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by such income tax treaty.

Sale, Exchange or Other Disposition of Our Common Stock and Preferred Stock

You generally will not be subject to U.S. Federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock or Preferred 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<br> generally is taxable in the United States only if it is attributable to a permanent establishment maintained by you in the United States as required by such income tax treaty; 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.
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Gain that is effectively connected with the conduct of a trade or business in the United States (or so treated) generally will be subject to U.S. Federal income tax, net of certain deductions, at regular U.S. Federal income tax rates. If you are a corporate non-U.S. holder, your earnings and profits that are attributable to the effectively connected income (subject to certain adjustments) may be subject to an additional U.S. branch profits tax at a rate of 30% (or such lower rate as may be specified by an applicable tax treaty).

United States Backup Withholding and Information Reporting

In general, if you are a non-corporate U.S. 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 us with an accurate taxpayer identification number;
(2)	are notified by the IRS that you have failed to report all interest or dividends required to be shown on your Federal income tax returns; or
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(3)	in certain circumstances, fail to comply with applicable certification requirements.
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If you are a non-U.S. 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 common stock or Preferred Stock to or through a U.S. office or broker, the payment of the sales proceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury, or you otherwise establish an exemption. If you sell our common stock or Preferred Stock through a non-U.S. office of a non-U.S. 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, U.S. 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 common stock or Preferred Stock through a non-U.S. office of a broker that is a U.S. 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.

U.S. individuals and certain entities who hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their U.S. Federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained by U.S. financial institutions). Stock in a foreign corporation, including our common stock or Preferred Stock, is a specified foreign asset for this purpose. Penalties apply for failure to properly complete and file Form 8938. You are encouraged to consult with your tax advisor regarding the filing of this form.

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 obtain copies of all or any part of such materials from the SEC upon payment of prescribed fees. You may also inspect reports and other information regarding registrants, such as us, that file electronically with the SEC without charge at a website maintained by the SEC at http://www.sec.gov.

I. Subsidiary Information

As of December 31, 2022, we have no indebtedness outstanding at Joint Venture entities guaranteed by the Company.

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ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A. Quantitative Information About Market Risk

The shipping industry is a capital intensive industry, requiring significant amounts of investment. Much of this investment is provided in the form of long-term debt. Our debt usually contains interest rates that fluctuate with the financial markets. Increasing interest rates could adversely impact future earnings. From time to time, we take positions in interest rate derivative contracts to manage interest costs and risk associated with changing interest rates with respect to our floating-rate debt. Generally, our approach is to economically hedge a portion of the floating-rate debt and we manage the exposure to the rest of our debt based on our outlook for interest rates and other factors.

The following table sets forth the sensitivity of our long-term debt, including the effect on our consolidated statement of income of our derivative contracts to a 100 basis points increase in the aforementioned reference rates during the next five years on the same basis.

Net Difference in Earnings and Cash Flows (in millions of U.S. dollars):

Year	Amount
2023	8.0
2024	6.4
2025	4.8
2026	3.5
2027	2.3

Derivative Financial Instruments

Interest Rates

According to our long-term strategic plan to maintain stability in our interest rate exposure, we have decided to minimize our exposure to floating interest rates by entering into interest rate swap/cap agreements. To this effect, we have entered into interest rate swap transactions with varying start and maturity dates, in order to proactively and efficiently manage our floating rate exposure. Furthermore, we enter into cross currency swap agreements and foreign currency exchange agreements to manage our exposure to fluctuations of foreign currencies risks.

ASC 815, “Derivatives and Hedging”, established accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, and an ongoing basis, and after putting in place the formal documentation required by ASC 815 in order to designate these derivatives as hedging instruments, we designate the derivative as a hedge of a forecasted transaction or the variability of cash flow to be paid. Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge is recorded in other comprehensive income until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes have occurred.

165

(a) Interest rate swaps and interest rate caps that meet the criteria for hedge accounting: These interest rate swaps/caps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month LIBOR or SOFR. According to our Risk Management Accounting Policy, after putting in place the formal documentation required by ASC 815 in order to designate these swaps as hedging instruments as from their inception, these interest rate derivative instruments qualified for hedge accounting. Accordingly, only hedge ineffectiveness amounts arising from the differences in the change in fair value of the hedging instrument and the hedged item are recognized in earnings. Assessment and measurement of the effectiveness of these interest rate derivative instruments are performed at each reporting period. For qualifying cash flow hedges, the fair value gain or loss associated with the effective portion of the cash flow hedge is recognized initially in “Other comprehensive income” within stockholders’ equity and recognized in the consolidated statement of income in the periods when the hedged item affects profit or loss. Any ineffective portion of the gain or loss on the hedging instrument is recognized in the consolidated statement of income immediately.

As of December 31, 2021 and 2022, we had interest rate swap and interest rate cap agreements with an outstanding notional amount of $446.8 million and $972.6 million, respectively. The fair value of these interest rate swaps outstanding at December 31, 2021 and 2022, amounted to a liability of $0.7 million and an asset of $60.8 million, respectively, and these are included in the related consolidated balance sheets. The maturity of these interest rate swaps range between July 2024 and March 2031.

(b) Interest rate swaps and interest rate caps that do not meet the criteria for hedge accounting: As of December 31, 2021 and 2022, we

        did not hold any interest rate swaps or interest rate caps that did not qualify for hedge accounting.

(c) Cross currency swap agreements that meet the criteria for hedge accounting: We have entered into two cross-currency swap

        agreements, which converted our variability of the interest and principal payments in Euro into USD functional currency cash flows with specific borrowings, in order to hedge our exposure to fluctuations deriving from Euro. The two
        cross-currency swaps are designated as cash flow hedging instruments for accounting purposes. As of December 31, 2022, we had two cross-currency swap agreements with a total outstanding notional amount of $122.4 million. The fair value of these
        cross-currency swap agreements outstanding at December 31, 2022 amounted to a liability of $15.9 million. Both mature in November 2025.

(d) Foreign Currency Exchange Agreements: We generate all of our revenue in U.S. dollars, but a substantial portion of our vessel

        operating expenses, primarily crew wages, are in currencies other than U.S. dollars \(mainly in Euro\), and any gain or loss we incur as a result of the U.S. dollar fluctuating in value against those currencies is included in vessel operating
        expenses. As of December 31, 2022, approximately 31% of our outstanding accounts payable were denominated in currencies other than the U.S. dollar \(mainly in Euro\). We hold cash and cash equivalents mainly in U.S. dollars.

As of December 31, 2022, the Company was engaged in 36 Euro/U.S. dollar contracts totaling $108.6 million at an average forward rate of Euro/U.S. dollar 1.0690 expiring in monthly intervals up to December 2025 and in eight Singapore dollar /U.S. dollar contracts totaling $7.3 million at an average forward rate of Singapore dollar /U.S. dollar 1.3411, with settlements up to December 2023. As of December 31, 2021, the Company was engaged in six Euro/U.S. dollar contracts totaling $15.0 million at an average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022. As of December 31, 2020, the Company was engaged in eight Euro/U.S. dollar contracts totaling $16.0 million at an average forward rate of Euro/U.S. dollar 1.1962 expiring in monthly intervals up to August 2021.

166

Freight Derivatives

From time to time, we take positions in freight derivatives, mainly through forward freight agreements. If we take positions in freight derivatives, we could suffer losses in the settling or termination of these agreements. This could adversely affect our results of operations and cash flow.

During the year ended December 31, 2022, we entered into a number of forward freight agreements. We use the freight derivatives to establish market positions. We also use the freight derivatives as an economic hedge to reduce the risk on specific vessels trading in the spot market. Our forward freight agreements are cleared on a daily basis through clearinghouses. Customary requirements for trading in forward freight agreements include the maintenance of initial and variation margins based on expected volatility, open position and mark to market of the contracts. Our freight derivatives do not qualify as cash flow hedges for accounting purposes and as a result changes in the fair value of such instruments are recorded in earnings in the period in which those fair value changes have occurred.

As of December 31, 2022, the fair value of our outstanding freight derivatives was an asset of $0.1 million. A change in the daily forward rates of $1,000 would not have a material impact in the Company’s financial position as of December 31, 2022. In 2022, we recorded a gain on our freight derivatives of $0.1 million.

Bunker Swap Agreements

From time to time, we enter into bunker swap agreements to manage our exposure to fluctuations of bunker prices 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.

During the year ended December 31, 2022, we entered into one bunker swap. We use 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 as a result changes in the fair value of such instruments are recorded in earnings in the period in which those fair value changes have occurred. Bunker swaps are treated as assets/liabilities until they are settled.

As of December 31, 2022, the fair value of our outstanding bunker swap agreement was a liability of $0.01 million, expiring within the first quarter of 2023. In 2022, we recorded a loss of $0.01 million on our bunker swap.

Inflation

We do not consider inflation to be a significant risk to our business in the current environment.

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Please see “Item 5—Operating and Financial Review and Prospects—B. Liquidity and Capital Resources”.

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

167

A. Material Modifications to the Rights of Security Holders

We adopted a stockholder rights plan on October 19, 2010, that authorizes the issuance to our existing stockholders 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. Memorandum and Articles of Association—Stockholder Rights Plan” included in this annual report for a description of the stockholder 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. 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 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 (2013 framework) (“COSO”).

Management concluded that, as of December 31, 2022, our internal control over financial reporting was effective. Ernst & Young (Hellas) Certified Auditors Accountants S.A., 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 incorporated by reference into Item 15.C. below.

168

C. Attestation Report of the Registered Public Accounting Firm

The attestation report on the Company’s internal control over financial reporting issued by the registered public accounting firm that audited the consolidated financial statements, Ernst & Young (Hellas) Certified Auditors Accountants S.A., appears under Item 18 and such report is incorporated herein by reference.

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.A.	AUDIT COMMITTEE FINANCIAL EXPERT

Our Audit Committee consists of two independent directors, Vagn Lehd Møller and Charlotte Stratos, who is the chairperson of the committee. Our board of directors has determined that Charlotte Stratos, 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 defined under current SEC regulations.

ITEM 16.B.	CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics for all officers and employees of our Company, a copy of which is posted on our website, and may be viewed at http://www.costamare.com/ethics.

We will also provide a paper copy of this document free of charge upon written request by our stockholders. Stockholders may direct their requests to the attention of Anastassios Gabrielides, Secretary, Costamare Inc., 7 rue du Gabian, MC 98000 Monaco. 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 16.C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Ernst & Young (Hellas) Certified Auditors Accountants S.A., an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal years ended December 31, 2021 and 2022.

The chart below sets forth the total amount billed and accrued for Ernst & Young services performed in 2022 and 2021 and breaks down these amounts by the category of service.

	2022		2021
Audit fees	€	660,000	€	527,000
Audit-related fees	€	207,000	€	329,000
Tax fees	€	12,660	€	8,906
All other fees	€	8,270	€	—
Total fees	€	887,930	€	864,906

169

Audit Fees

Audit fees represent compensation for professional services rendered for the audit of the consolidated financial statements of the Company, for the audit of internal control over financial reporting as of December 31, 2022 and 2021 and for the review of the quarterly financial information.

Audit-Related Fees

Audit-related fees represent compensation for professional services rendered that are reasonably related to the performance of the audit or review of financial statements and are not included in “Audit Fees.”

Tax fees

The full amount of tax fees in 2021 and 2022 relates to tax compliance assurance services in respect of the U.S. tax earnings and profits computation for the years ended December 31, 2021 and December 31, 2022.

All other fees

All other fees in 2021 and 2022 amounted to €0 and €8,270, respectively, and relate to permissible non-audit services. All other fees are approved by the Audit Committee.

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 16.D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

None.

ITEM 16.E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

During the year ended December 31, 2021, the Company did not acquire any common or preferred shares under the program. During the year ended December 31, 2022, the Company acquired, under the share purchase program, 4,736,702 common shares for a total amount of $60.1 million, with the average purchase price of $12.69 per share, including commissions.

170

Set forth below are the common shares purchased or received in 2022 by our chief executive officer and chairman, Konstantinos Konstantakopoulos, and entities controlled by Konstantinos Konstantakopoulos.

Period	Total Number of Common<br><br> <br>Shares<br><br> <br>Purchased	Average Price<br><br> <br>Paid per<br><br> <br>Share ($)
January 2022
February 2022	248,899^(1)^
March 2022	74,800^(2)^
April 2022
May 2022	1,282,993^(1)^
June 2022	216,390<br><br> <br>74,800^(2)^	11.90
July 2022	417,418	10.87
August 2022	298,941^(1)^<br><br> <br>100,000	11.54
September 2022	738,187<br><br> <br>74,800^(2)^	9.57
October 2022	321,090	8.92
November 2022	388,327^(1)^
December 2022	74,800^(2)^
Total	4,311,445

(1)	These shares were issued by the Company pursuant to the Dividend Reinvestment Plan.
(2)	These shares were issued to Costamare Services by the Company pursuant to the Services Agreement in exchange for services provided to the Company’s vessel-owning subsidiaries.
---	---

Set forth below are the 4,736,702 common shares that the Company acquired in 2022 under the share purchase program. As of December 31, 2022, the approximate dollar value of common shares that may yet be purchased under the share purchase program is $89.9 million.

Period	Total Number of Common<br><br> <br>Shares<br><br> <br>Purchased	Average Price<br><br> <br>Paid per<br><br> <br>Share ($)^(1)^	Total Number of<br><br> <br>Shares Purchased<br><br> <br>as Part of Publicly<br><br> <br>Announced Plans<br><br> <br>or Programs	Approximate<br><br> <br>Dollar Value of<br><br> <br>Shares that May<br><br> <br>Yet be Purchased<br><br> <br>Under the Plans or<br><br> <br>Programs
January 2022
February 2022
March 2022
April 2022
May 2022		13.59	1,553,472	128,890,486
June 2022		12.27	2,987,737	92,222,784
July 2022		11.85	195,493	89,905,273
August 2022
September 2022
October 2022
November 2022
December 2022
Total		12.69	4,736,702	89,905,273
(1)	The average price paid per share includes commissions paid for each transaction.
---	---

171

ITEM 16.F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not Applicable.

ITEM 16.G.	CORPORATE GOVERNANCE

Statement of Significant Differences Between our Corporate Governance Practices and the New York Stock Exchange 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 303A.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 stockholders. The significant differences between our corporate governance practices and the NYSE standards applicable to listed U.S. companies are set forth below.

Independent Directors

Pursuant to NYSE Rule 303A.01, 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.

Corporate Governance, Nominating and Compensation Committee

NYSE Rules 303A.04 and 303A.05 require that a listed U.S. company have a nominating/corporate governance committee and a compensation committee, each composed entirely of independent directors. As permitted under Marshall Islands law, we have a combined corporate governance, nominating and compensation committee, which at present is composed wholly of two independent directors and one non-independent director.

NYSE Rules 303A.02 and 303A.05, contains independence requirements for compensation committee directors and compensation committee advisers for U.S. listed companies, as required by Dodd-Frank. Marshall Islands law does not have similar requirements, therefore we may not adhere to these new requirements.

Audit Committee

Pursuant to NYSE Rule 303A.07, the NYSE requires that the audit committee of a listed U.S. company have a minimum of three members. As permitted under Marshall Islands law, our audit committee consists of two members.

ITEM 16.H.	MINE SAFETY DISCLOSURE

Not Applicable.

172

PART III

ITEM 17.	FINANCIAL STATEMENTS

Not Applicable.

ITEM 18.	FINANCIAL STATEMENTS

Reference is made to pages F-1 through F-45 included herein by reference.

ITEM 19.	EXHIBITS
Exhibit No.	Description
---	---
1.1	Second Amended and Restated Articles of Incorporation^(1)^
1.2	First Amended and Restated Bylaws^(1)^
2.1	Description of Securities
4.1	Restrictive Covenant Agreement dated November 3, 2010, as amended and restated on July 1, 2021 between Costamare Inc. and Konstantinos Konstantakopoulos^(5)^
4.2	Form of Stockholders Rights Agreement between Costamare Inc. and American Stock Transfer & Trust Company, LLC^(2)^
4.3	Trademark License Agreement dated November 3, 2010, as amended and restated on March 14, 2022, between Costamare Inc. and Costamare Shipping Company S.A.^(^^7^^)^
4.4	Form of Restrictive Covenant Agreement between Costamare Inc. and Konstantinos Zacharatos^(2)^
4.5	Framework Deed dated May 15, 2013, as amended and restated on May 18, 2015, between Sparrow Holdings, L.P., York Capital Management Global Advisors LLC, Costamare Inc. and Costamare Ventures Inc.^(3)^
4.6	Services Agreement dated November 2, 2015, as amended and restated on June 28, 2021 by and between the subsidiaries of Costamare Inc. set out in Schedule A thereto and Costamare Shipping Services Ltd.^(6)^
4.7	Amended and Restated Registration Rights Agreement dated as of November 27, 2015 between Costamare Inc. and the Stockholders named therein^(3)^
4.8	Agreement Regarding Charter Brokerage dated January 1, 2018, by and between Costamare Shipping Company S.A. and Blue Net Chartering GmbH & Co. KG^(4)^
4.9	Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020, and as further amended and restated on June 28, 2021 by and between Costamare Inc. and Costamare Shipping Company S.A.^(5)^
4.10	Longshaw Agreement dated June 14, 2021, by and between Costamare Inc. and Longshaw Maritime Investments S.A.^(^^7^^)^*
4.11	Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services GmbH ^(^^8^^)^

173

4.12	Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services ApS^(^^8^^)^
4.13	Local Service Agreement dated November 14, 2022, between Costamare Bulkers Inc. and Costamare Bulkers Services Pte. Ltd.^(^^8^^)^
4.14	Amended and Restated Subscription and Shareholders’ Agreement Relating to Neptune Maritime Leasing Limited dated March 14, 2023, by and among Snow White Investments Limited, International Maritime Holdings<br> A.G., Codrus Capital A.G., Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and Neptune Maritime Leasing Limited
4.15	Amended and Restated Management Services Agreement dated March 14, 2023, among Neptune Maritime Leasing Limited and Neptune Global Financing Limited
8.1	List of Subsidiaries of Costamare Inc.
12.1	Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Executive Officer
12.2	Rule 13a-14(a)/15d-14(a) Certification of Costamare Inc.’s Chief Financial Officer
13.1	Costamare Inc. Certification of Konstantinos Konstantakopoulos, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
13.2	Costamare Inc. Certification of Gregory Zikos, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002
---	---
15.1	Consent of Independent Registered Public Accounting Firm
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

^(1)^	Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on March 1, 2013 and hereby incorporated by reference to such<br> Annual Report.
^(2)^	Previously filed as an exhibit to Costamare Inc.’s Registration Statement on Form F-1 (File No. 333-170033), declared effective by the SEC on November 3, 2010 and hereby incorporated by reference to such<br> Registration Statement.
---	---
^(3)^	Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on April 27, 2016 and hereby incorporated by reference to such<br> Annual Report.
---	---
^(4)^	Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed with the SEC on March 7, 2019 and hereby incorporated by reference to such<br> Annual Report.
---	---
^(5)^	Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 10, 2021 and hereby incorporated by reference to such Form 6-K.
---	---

174

^(6)^	Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on August 24, 2021 and hereby incorporated by reference to such Form 6-K.
^(7)^	Previously filed as an exhibit to Costamare Inc.’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on March 28, 2022 and hereby incorporated by reference to such<br> Annual Report.
---	---
^(8)^	Previously filed as an exhibit to Costamare Inc.’s Report on Form 6-K, filed with the SEC on November 30, 2022 and hereby incorporated by reference to such Form 6-K.
---	---
*	Certain portions of this exhibit have been redacted pursuant to Instruction 4(a) as to Exhibits of Form 20-F. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC or its<br> Staff upon request.
---	---

The registrant hereby agrees to furnish to the SEC upon request a copy of any instrument relating to long-term debt that does not exceed 10% of the total assets of the Company and its subsidiaries.

175

SIGNATURE

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.

	COSTAMARE INC.,
By	/s/ Konstantinos Konstantakopoulos
	Name:	Konstantinos Konstantakopoulos
	Title:	Chief Executive Officer

Dated: April 3, 2023

176

COSTAMARE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #1457)	F-2
Report of Independent Registered Public Accounting Firm	F-4
Consolidated Balance Sheets As of December 31, 2021 and 2022	F-5
Consolidated Statements of Operations For The Years Ended December 31, 2020, 2021, and 2022	F-6
Consolidated Statements of Comprehensive Income For The Years Ended December 31, 2020, 2021 and 2022	F-7
Consolidated Statements of Stockholders’ Equity For the years ended December 31, 2020, 2021 and 2022	F-8
Consolidated Statements of Cash Flows December 31, 2020, 2021 And 2022	F-9
Notes to Consolidated Financial Statements	F-10

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Costamare Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Costamare Inc. (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ 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 “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at 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 U.S. generally accepted accounting principles.

We also have 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 issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated April 3, 2023 expressed an unqualified opinion thereon.

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 the critical audit matter does not alter in any way our opinion on the consolidated 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.

Impairment of vessels

Description of the Matter

At December 31, 2022, the carrying value of the Company’s vessels was $3,666,861 thousand. As discussed in Notes 2, 7 and 21(c) to the consolidated financial statements, the Company evaluates its vessels for impairment whenever events or changes in circumstances indicate that the carrying value of a vessel might exceed its fair value in accordance with the guidance in ASC 360 – Property, Plant and Equipment. As part of the assessment performed, management analyzes the future undiscounted net operating cash flows expected to be generated throughout the remaining useful life of each vessel and compares it to the carrying value to conclude whether indicators of impairment exist. Where the vessel’s carrying value exceeds the undiscounted net operating cash flows, management recognizes impairment loss equal to the excess of the carrying value over the fair value of the vessel. Auditing management’s recoverability assessment was complex given the judgement and estimation uncertainty involved in determining the assumption of the future charter rates for non-contracted revenue days, when forecasting net operating cash flows. These rates are particularly subjective as they involve the development and use of assumptions about shipping market through the end of the useful lives of the vessels which are forward looking and subject to the inherent unpredictability of future global economic and market conditions.

F-2

How We Addressed the Matter in Our Audit

We obtained an understanding of the Company’s impairment process, evaluated the design, and tested the operating effectiveness of the controls over the Company’s determination of future charter rates for non-contracted revenue days. We analyzed management’s impairment assessment by comparing the methodology used to evaluate impairment of each vessel against the accounting guidance in ASC 360. To test management’s undiscounted net operating cash flow forecasts, our procedures included, among others, comparing the future vessel charter rates used by management for non-contracted revenue days, with historical market data from external analysts, historical data for vessels, and recent economic and industry changes. In addition, we performed sensitivity analyses to assess the impact of changes to future charter rates for non-contracted revenue days in the determination of the net operating cash flows. We assessed the adequacy of the Company’s disclosures in Notes 2, 7 and 21(c) to the consolidated financial statements.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

We have served as the Company’s auditor since 2009.

Athens, Greece

April 3, 2023

F-3

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Costamare Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Costamare Inc.’s internal control over financial reporting as of December 31, 2022 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Costamare Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Costamare Inc. as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated April 3, 2023 expressed an unqualified opinion thereon.

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.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece April 3, 2023

F-4

COSTAMARE INC.

Consolidated Balance Sheets

As of December 31, 2021 and 2022

(Expressed in thousands of U.S. dollars)

	December 31, 2021			December 31, 2022
ASSETS	****	****	****	****	****	****
CURRENT ASSETS:	****	****	****	****	****	****
Cash and cash equivalents (Note 2(e))	$	276,002		$	718,049
Restricted cash (Note 2(e))		8,856			9,768
Accounts receivable, net (Note 3)		20,978			26,943
Inventories (Note 6)		21,365			28,039
Due from related parties (Note 3)		-			3,838
Fair value of derivatives (Notes 20 and 21)		-			25,660
Insurance claims receivable		3,970			5,410
Time charter assumed (Note 13)		198			199
Accrued charter revenue (Note 13)		7,361			10,885
Short-term investments (Note 5)		-			120,014
Prepayments and other assets		8,595			10,622
Vessels held for sale (Note 7)		78,799			55,195
Total current assets	****	426,124		****	1,014,622
FIXED ASSETS, NET:	****	****	****	****	****	****
Right-of-use assets (Note 12)		191,303			-
Vessels and advances, net (Note 7)		3,650,192			3,666,861
Total fixed assets, net	****	3,841,495		****	3,666,861
OTHER NON-CURRENT ASSETS:	****	****	****	****	****	****
Equity method investments (Note 10)		19,872			20,971
Accounts receivable, net, non-current (Note 3)		5,076			5,261
Deferred charges, net (Note 8)		31,859			55,035
Restricted cash, non-current (Note 2(e))		68,670			83,741
Time charter assumed, non-current (Note 13)		667			468
Accrued charter revenue, non-current (Note 13)		8,183			11,627
Fair value of derivatives, non-current (Notes 20 and 21)		3,429			37,643
Other non-current assets (Note 5)		1,666			-
Total assets	$	4,407,041		$	4,896,229
LIABILITIES AND STOCKHOLDERS’ EQUITY	****	****	****	****	****	****
CURRENT LIABILITIES:	****	****	****	****	****	****
Current portion of long-term debt, net of deferred financing costs (Note 11)	$	272,365		$	320,114
Accounts payable		18,865			18,155
Due to related parties (Note 3)		1,694			2,332
Finance lease liabilities, net (Note 12)		16,676			-
Accrued liabilities		27,304			51,551
Unearned revenue (Note 13)		23,830			25,227
Fair value of derivatives (Notes 20 and 21)		6,876			2,255
Other current liabilities		2,417			3,456
Total current liabilities	****	370,027		****	423,090
NON-CURRENT LIABILITIES:	****	****	****	****	****	****
Long-term debt, net of current portion and deferred financing costs (Note 11)		2,169,718			2,264,507
Finance lease liabilities, net of current portion (Note 12)		99,689			-
Fair value of derivatives, non-current portion (Notes 20 and 21)		7,841			13,655
Unearned revenue, net of current portion (Note 13)		33,867			34,540
Total non-current liabilities	****	2,311,115		****	2,312,702
COMMITMENTS AND CONTINGENCIES (Note 14)		-			-
Temporary equity – Redeemable non-controlling interest in subsidiary – (Note 15)		-			3,487
STOCKHOLDERS’ EQUITY:	****	****	****	****	****	****
Preferred stock (Note 16)		-			-
Common stock (Note 16)		12			12
Treasury stock (Note 16)		-			(60,095	)
Additional paid-in capital (Note 16)		1,386,636			1,423,954
Retained earnings		341,482			746,658
Accumulated other comprehensive income / (loss) (Notes 20 and 22)		(2,231	)		46,421
Total stockholders’ equity	****	1,725,899		****	2,156,950
Total liabilities and stockholders’ equity	$	4,407,041		$	4,896,229

The accompanying notes are an integral part of these consolidated financial statements.

F-5

COSTAMARE INC.

Consolidated Statements of Operations

For the years ended December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data)

	For the years ended December 31,
	2020			2021			2022
REVENUES:	****	****	****	****	****	****	****	****	****
Voyage revenue	$	460,319		$	793,639		$	1,113,859
EXPENSES:	****	****	****	****	****	****	****	****	****
Voyage expenses		(7,372	)		(13,311	)		(49,069	)
Voyage expenses-related parties (Note 3)		(6,516	)		(11,089	)		(15,418	)
Vessels’ operating expenses		(117,054	)		(179,981	)		(269,231	)
General and administrative expenses		(4,103	)		(6,872	)		(9,737	)
General and administrative expenses – related parties (Note 3)		(6,912	)		(9,947	)		(9,792	)
Management and agency fees-related parties (Note 3)		(21,616	)		(29,621	)		(46,735	)
Amortization of dry-docking and special survey costs (Note 8)		(9,056	)		(10,433	)		(13,486	)
Depreciation (Notes 7, 12 and 22)		(108,700	)		(136,958	)		(165,998	)
Gain / (loss) on sale of vessels, net (Note 7)		(79,120	)		45,894			126,336
Loss on vessels held for sale (Note 7)		(7,665	)		-			-
Vessels’ impairment loss (Notes 7 and 8)		(31,577	)		-			(1,691	)
Foreign exchange gains / (losses)		(300	)		29			3,208
Operating income	****	60,328		****	441,350		****	662,246
OTHER INCOME / (EXPENSES):	****	****	****	****	****	****	****	****	****
Interest income		1,827			1,587			5,956
Interest and finance costs (Note 18)		(68,702	)		(86,047	)		(122,233	)
Swaps breakage cost, net (Note 20)		(6	)		-			-
Income from equity method investments (Note 10)		16,195			12,859			2,296
Gain on sale of equity securities (Note 5)		-			60,161			-
Dividend income (Note 5)		-			1,833			-
Other, net		1,181			4,624			3,729
Gain / (loss) on derivative instruments, net (Note 20)		(1,946	)		(1,246	)		2,698
Total other expenses, net	****	(51,451	)	****	(6,229	)	****	(107,554	)
Net income	$	8,877		$	435,121		$	554,692
Net loss attributable to the non-controlling interest (Note 15)		-			-			263
Net income attributable to Costamare Inc.	$	8,877		$	435,121		$	554,955
Earnings allocated to Preferred Stock (Note 17)		(31,082	)		(31,068	)		(31,068	)
Gain on retirement of Preferred Stock (Note 17)		619			-		****	-
Net income / (loss) available to Common Stockholders	$	(21,586	)	$	404,053		$	523,887
Earnings / (losses) per common share, basic and diluted (Note 17)	$	(0.18	)	$	3.28		$	4.26
Weighted average number of shares, basic and diluted (Note 17)		120,696,130			123,070,730			122,964,358

The accompanying notes are an integral part of these consolidated financial statements.

F-6

COSTAMARE INC.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars)

	For the years ended December 31,
	2020			2021			2022
Net income for the year	$	8,877		$	435,121		$	554,692
Other comprehensive income:
Unrealized gain / (loss) on cash flow hedges, net (Notes 20 and 22)		(6,806	)		6,799			46,435
Reclassification of amount excluded from the interest rate caps assessment of effectiveness based on an amortization approach to Interest and finance costs		-			-			1,286
Effective portion of changes in fair value of cash flow hedges (Notes 20 and 22)		-			(1,136	)		868
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation (Note 22)		63			63			63
Other comprehensive income / (loss) for the year	$	(6,743	)	$	5,726		$	48,652
Total comprehensive income for the year	****	2,134		****	440,847		****	603,344
Comprehensive loss attributable to the non-controlling interest (Note 15)	****	-		****	-			263
Total comprehensive income for the year attributable to Costamare Inc.	$	2,134		$	440,847		$	603,607

The accompanying notes are an integral part of these consolidated financial statements.

F-7

COSTAMARE INC.

Consolidated Statements of Stockholders’ Equity

For the years ended December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data)

	Preferred Stock (Series E)					Preferred Stock (Series D)					Preferred Stock (Series C)					Preferred Stock (Series B)					Common Stock				Treasury Stock
	# of shares			Par value		# of shares			Par value		# of shares			Par value		# of shares			Par value		# of shares		Par value		# of shares			Value			Additional Paid-in Capital			Accumulated Other Comprehensive Income / (Loss)			Retained Earnings/ (Accumulated Deficit)			Total
BALANCE,<br> <br>January 1, 2020	****	4,600,000		$	-	****	4,000,000		$	-	****	4,000,000		$	-	****	2,000,000		****	-	****	119,132,696	$	12	****	-		$	-		$	1,351,352		$	(1,214	)	$	60,578		$	1,410,728
- Net income		-			-		-			-		-			-		-			-		-		-		-			-			-			-			8,877			8,877
- Adoption of new accounting policy (Note 5)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			(543	)		(543	)
- Issuance of common stock (Notes 3 and 16)		-			-		-			-		-			-		-			-		3,027,942		-		-			-			17,437			-			-			17,437
- Retirement of Preferred Stock (Note 16)		(25,900	)		-		(13,458	)		-		(26,865	)		-		(29,351	)		-		-		-		-			-			(2,303	)		-			619			(1,684	)
- Dividends – Common stock (Note 16)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			(48,127	)		(48,127	)
- Dividends – Preferred stock (Note 16)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			(31,125	)		(31,125	)
- Other comprehensive loss		-			-		-			-		-			-		-			-		-		-		-			-			-			(6,743	)		-			(6,743	)
BALANCE,<br> <br>Balance 31, 2020	****	4,574,100		$	-	****	3,986,542		$	-	****	3,973,135		$	-	****	1,970,649		$	-	****	122,160,638	$	12	****	-		$	-		$	1,366,486		$	(7,957	)	$	(9,721	)	$	1,348,820
- Net income		-			-		-			-		-			-		-			-		-		-	****	-			-			-			-			435,121			435,121
- Issuance of common stock (Notes 3 and 16)		-			-		-			-		-			-		-			-		1,824,466		-	****	-			-			20,064			-			-			20,064
- Dividends – Common stock (Note 16)		-			-		-			-		-			-		-			-		-		-	****	-			-			-			-			(52,850	)		(52,850	)
- Dividends – Preferred stock (Note 16)		-			-		-			-		-			-		-			-		-		-	****	-			-			-			-			(31,068	)		(31,068	)
- Gain from common control transaction (Note 3)		-			-		-			-		-			-		-			-		-		-	****	-			-			86			-			-			86
- Other comprehensive income		-			-		-			-		-			-		-			-		-		-	****	-			-			-			5,726			-			5,726
BALANCE,<br> <br>Balance 31, 2021	****	4,574,100		$	-	****	3,986,542		$	-	****	3,973,135		$	-	****	1,970,649		$	-	****	123,985,104	$	12	****	-		$	-		$	1,386,636		$	(2,231	)	$	341,482		$	1,725,899
- Net income (1)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			554,955			554,955
- Issuance of common stock (Notes 3 and 16)		-			-		-			-		-			-		-			-		3,053,309		-		-			-			37,318			-			-			37,318
- Repurchase of common stock (Note 16)		-			-		-			-		-			-		-			-		-		-		(4,736,702	)		(60,095	)		-			-			-			(60,095	)
- Dividends – Common stock (Note 16)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			(118,711	)		(118,711	)
- Dividends – Preferred stock (Note 16)		-			-		-			-		-			-		-			-		-		-		-			-			-			-			(31,068	)		(31,068	)
- Other comprehensive income		-			-		-			-		-			-		-			-		-		-		-			-			-			48,652			-			48,652
BALANCE,<br> <br>December 31, 2022	****	4,574,100		$	-	****	3,986,542		$	-	****	3,973,135		$	-	****	1,970,649		$	-	****	127,038,413	$	12	****	(4,736,702	)	$	(60,095	)	$	1,423,954		$	46,421		$	746,658		$	2,156,950
(1)	Net income excludes net loss attributable to non-controlling interest of $263 during the year ended December 31, 2022. Temporary equity - non-controlling interest in subsidiary is reflected outside of the permanent stockholders’ equity on the 2022 consolidated balance sheet. See Note 15 of the Notes to the Consolidated Financial Statements.
---	---

The accompanying notes are an integral part of these consolidated financial statements.

F-8

COSTAMARE INC.

Consolidated Statements of Cash Flows ****

For the years ended December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars)

	For the years ended December 31,
	2020			2021			2022
Cash Flows From Operating Activities:	****	****	****	****	****	****	****	****	****
Net income:	$	8,877		$	435,121		$	554,692
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		108,700			136,958			165,998
Credit loss provision		26			(324	)		-
Amortization of debt discount		(933	)		(1,280	)		-
Amortization and write-off of financing costs		3,645			6,704			10,255
Amortization of deferred dry-docking and special survey costs		9,056			10,433			13,486
Amortization of assumed time charter		192			(424	)		198
Amortization of hedge effectiveness excluded component from cash flow hedges		-			-			1,286
Equity based payments		3,655			7,414			7,089
Increase in short-term investments		-			-			(1,296	)
Gain on sale of equity securities		-			(60,161	)		-
(Gain) / loss on derivative instruments, net		1,759			1,246			(2,698	)
(Gain) / loss on sale of vessels, net		79,120			(45,894	)		(126,336	)
Loss on vessels held for sale		7,665			-			-
Vessels’ impairment loss		31,577			-			1,691
Income from equity method investments		(16,195	)		(12,859	)		(2,296	)
Changes in operating assets and liabilities:	****	****	****	****	****	****	****	****	****
Accounts receivable		3,852			(12,828	)		(6,150	)
Due from related parties		5,953			3,549			(3,838	)
Inventories		91			(9,917	)		(6,674	)
Insurance claims receivable		(1,504	)		(4,102	)		(4,209	)
Prepayments and other		(853	)		3,133			(361	)
Accounts payable		1,367			9,639			(710	)
Due to related parties		(41	)		1,261			638
Accrued liabilities		3,619			11,892			21,903
Unearned revenue		1,950			11,347			(2,267	)
Other current liabilities		284			(599	)		1,039
Dividend from equity method investees		16,653			6,370			1,114
Dry-dockings		(15,481	)		(18,882	)		(38,330	)
Accrued charter revenue		21,250			(11,303	)		(2,631	)
Net Cash provided by Operating Activities	****	274,284		****	466,494		****	581,593
Cash Flows From Investing Activities:	****	****	****	****	****	****	****	****	****
Return of capital from equity method investments		32,996			8,820			14
Payments to acquire short-term investments		-			-			(178,718	)
Settlements of short-term investments		-			-			60,000
Debt securities capital redemption		-			8,183			-
Proceeds from the settlement of insurance claims		2,228			1,035			2,769
Proceeds from sale of equity securities		-			63,963			-
Vessel acquisition and advances/Additions to vessel cost		(101,917	)		(992,093	)		(61,895	)
Proceeds from the sale of vessels, net		30,296			122,636			220,318
Net Cash provided by / (used in) in Investing Activities	****	(36,397	)	****	(787,456	)	****	42,488
Cash Flows From Financing Activities:	****	****	****	****	****	****	****	****	****
Proceeds from long-term debt and finance leases		285,903			1,225,397			1,014,284
Repayment of long-term debt and finance leases		(451,038	)		(655,400	)		(984,313	)
Payment of financing costs		(7,478	)		(16,140	)		(20,129	)
Swap termination		(2,095	)		-			-
Retirement of preferred stock		(1,684	)		-			-
Repurchase of common stock		-			-			(60,095	)
Dividends paid		(65,470	)		(71,263	)		(119,548	)
Proceeds from issuance of common stock in subsidiary		-			-			3,750
Net Cash provided by / (used in) Financing Activities	****	(241,862	)	****	482,594		****	(166,051	)
Net increase / (decrease) in cash, cash equivalents and restricted cash	****	(3,975	)	****	161,632		****	458,030
Cash, cash equivalents and restricted cash at beginning of the year	****	195,871		****	191,896		****	353,528
Cash, cash equivalents and restricted cash at end of the year	$	191,896		$	353,528		$	811,558
Supplemental Cash Information:	****	****	****	****	****	****	****	****	****
Cash paid during the year for interest, net of capitalized interest	$	63,725		$	71,813		$	100,699
Non-Cash Investing and Financing Activities:	****	****	****	****	****	****	****	****	****
Dividend reinvested in common stock of the Company	$	13,783		$	12,655		$	30,231

The accompanying notes are an integral part of these consolidated financial statements.

F-9

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

1. Basis of Presentation and General Information:

The accompanying consolidated financial statements include the accounts of Costamare Inc. (“Costamare”) and its wholly-owned and majority-owned subsidiaries (collectively, the “Company”). Costamare is organized under the laws of the Republic of the Marshall Islands.

On November 4, 2010, Costamare completed its initial public offering (“Initial Public Offering”) in the United States under the United States Securities Act of 1933, as amended (the “Securities Act”). During the year ended December 31, 2022, the Company issued 598,400 shares to Costamare Shipping Services Ltd. (“Costamare Services”) (Note 3). On July 6, 2016, the Company implemented a dividend reinvestment plan (the “Plan”) (Note 16). As of December 31, 2022, under the Plan, the Company has issued to its common stockholders 19,068,198 shares, in aggregate. As of December 31, 2022, the aggregate outstanding share capital was 122,301,711 common shares. As of December 31, 2022, members of the Konstantakopoulos Family owned, directly or indirectly, approximately 60.8% of the outstanding common shares, in the aggregate.

As of December 31, 2022, the Company owned and/or operated a fleet of 69 container vessels with a total carrying capacity of approximately 525,821 twenty-foot equivalent units (“TEU”) and 45 dry bulk vessels with a total carrying capacity of approximately 2,436,134 of dead-weight tonnage (“DWT”), through wholly owned subsidiaries. As of December 31, 2021, the Company owned and/or operated a fleet of 72 container vessels with a total carrying capacity of approximately 543,645 TEU and 43 dry bulk vessels with a total carrying capacity of approximately 2,320,750 of DWT, through wholly owned subsidiaries. The Company provides worldwide marine transportation services by chartering its container vessels to some of the world’s leading liner operators and since June 14, 2021, by chartering its dry bulk vessels to a diverse group of charterers (Note 3(d)). During the year ended December 31, 2022, a new dry bulk operating platform was established and operates under Costamare Bulkers Inc. (“CBI”), a majority-owned subsidiary of Costamare organized in the Republic of the Marshall Islands (Note 15). CBI is chartering-in and chartering-out dry bulk vessels, entering into contracts of affreightment, forward freight agreements (“FFAs”) and may also utilize hedging solutions.

At December 31, 2022, Costamare had 150 wholly-owned subsidiaries incorporated in the Republic of Liberia, 12 incorporated in the Republic of the Marshall Islands and three incorporated in the Republic of Cyprus. Furthermore, as of December 31, 2022, Costamare had one majority-owned subsidiary incorporated in the Republic of the Marshall Islands.

As the international container shipping industry recovered from the COVID-19 pandemic, time charter rates improved significantly from their sizable pandemic-related declines until the first half of 2022, due to the increased demand for containerized goods coupled with inefficiencies in the global supply chain caused by the pandemic. However, since the end of June 2022, time charter rates for containerships (across all sizes) have demonstrated significant declines of 75% on average, mainly driven by reduced growth in the transportation of containerized goods, inflation and the normalization of supply chains.

Similarly, the economic environment of the dry bulk segment has improved during the year of 2021 and in the first half of 2022 due to the increase in the demand for commodities. The ongoing geopolitical conflict between Russia and Ukraine has negatively impacted the export of dry bulk commodities from the Black Sea region, causing importing countries to look to other regions of the world for their import needs. The net effect on dry bulk shipping charter rates caused by the sourcing of dry bulk commodities from areas outside the Black Sea region is difficult to quantify since rates are dependent on a plethora of factors including the effect of diplomatic efforts such as the continuation of the multilateral agreement among Russia, Ukraine, Turkey and the United Nations to resume grain exports from the Black Sea region. The Black Sea conflict along with several geopolitical factors, such as the strict Covid-19 policy regime in China throughout most part of 2022, have resulted in charter rates weakening significantly during the fourth quarter of 2022 when compared to the third quarter of 2022.

The Russia-Ukraine conflict has also resulted in the imposition of sanctions that impact the international shipping industry. For example, our vessels may be required to make port calls in Russia that are not subject to primary sanctions but may, over time, expose us to secondary sanctions related to the maritime sector of the Russian economy.

The Company will continue to monitor the developments of the COVID-19 pandemic and of the Russia-Ukraine conflict along with their potential direct or indirect negative effects on the containership and dry bulk markets and will provide further updates on the situation if market circumstances warrant it.

2. Significant Accounting Policies and Recent Accounting Pronouncements:

(a) Principles of Consolidation: The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the accounts of Costamare and its wholly owned and majority-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

F- 10

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Costamare, as the holding company, determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity. Under Accounting Standards Codification (“ASC”) 810 “Consolidation”, a voting interest entity is an entity in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make financial and operating decisions. Costamare consolidates voting interest entities in which it owns all, or at least a majority (generally, greater than 50%), of the voting interest. Variable interest entities (“VIE”) are entities as defined under ASC 810-10, that, in general, either do not have equity investors with voting rights or that have equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company absorbs a majority of an entity’s expected losses, receives a majority of an entity’s expected residual returns, or both. The company with a controlling financial interest, known as the primary beneficiary, is required to consolidate the VIE. The Company evaluates all arrangements that may include a variable interest in an entity to determine if it may be the primary beneficiary, and would be required to include assets, liabilities and operations of a VIE in its consolidated financial statements. As of December 31, 2021 and 2022 no such interest existed.

(b) Use of Estimates: The preparation of 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 and 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. Actual results could differ from those estimates.

(c) Comprehensive Income / (Loss): In the statement of comprehensive income, the Company presents the change in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by shareholders and distributions to shareholders. The Company follows the provisions of ASC 220 “Comprehensive Income”, and presents items of net income, items of other comprehensive income (“OCI”) and total comprehensive income in two separate but consecutive statements. Reclassification adjustments between OCI and net income are required to be presented separately on the statement of comprehensive income.

(d) Foreign Currency Translation: The functional currency of the Company is the U.S. dollar because the Company’s vessels operate in international shipping markets and, therefore, primarily transact business in U.S. dollars. The Company’s books of accounts are maintained in U.S. dollars. Transactions involving other currencies during the year are converted into U.S. dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. dollars at the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated statements of operations.

(e) Cash, Cash Equivalents and Restricted Cash: The Company considers 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 also includes other kinds of accounts that have the general characteristics of demand deposits in that the customer may deposit additional funds at any time and also effectively may withdraw funds at any time without prior notice or penalty.

Restricted cash consists of minimum cash deposits to be maintained at all times under certain of the Company’s loan agreements. Restricted cash also includes bank deposits and deposits in so-called “retention accounts” that are required under the Company’s borrowing arrangements which are used to fund the loan installments coming due. The funds can only be used for the purposes of loan repayment. A reconciliation of the cash, cash equivalents and restricted cash is presented in the table below:

	For the years ended December 31,
	2020		2021		2022
Reconciliation of cash, cash equivalents and restricted cash	****	****	****	****	****	****
Cash and cash equivalents	$	143,922	$	276,002	$	718,049
Restricted cash – current portion		4,998		8,856		9,768
Restricted cash – non-current portion		42,976		68,670		83,741
Total cash, cash equivalents and restricted cash	$	191,896	$	353,528	$	811,558

F- 11

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(f) Accounts Receivable, net: The amount shown as receivables, at each balance sheet date, mainly includes receivables from charterers for hire, net of any provision for doubtful accounts and accrued interest on these receivables, if any. Operating lease receivables under ASC 842 are not in scope of ASC 326. ASC 842 requires lessors to evaluate the collectability of all lease payments. If collection of all operating lease payments, plus any amount necessary to satisfy a residual value guarantee, is not probable (either at lease commencement or after the commencement date), lease income is constrained to the lesser of cash collected or lease income reflected on a straight-line or another systematic basis, plus variable rent when it becomes accruable. The provision established for doubtful accounts as of December 31, 2021 and 2022, was nil.

(g) Inventories: Inventories consist of bunkers, lubricants and spare parts which are stated at the lower of cost and net realizable value on a consistent basis. Cost is determined by the first in, first out method.

(h) Insurance Claims Receivable: The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the claim is not subject to litigation. The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” by assessing the counterparties’ credit worthiness and concluded that there is no material impact in the Company’s financial statements.

(i) Vessels, Net: Vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels; otherwise, these amounts are charged to expense as incurred.

The cost of each of the Company’s vessels is depreciated from the date of acquisition on a straight-line basis over the vessel’s remaining estimated economic useful life, after considering the estimated residual value which is equal to the product of vessels’ lightweight tonnage and estimated scrap rate.

Management estimates the useful life of the Company’s container and dry bulk vessels to be 30 and 25 years, respectively, from the date of initial delivery from the shipyard and the estimated scrap rate used to calculate the vessels’ salvage value is $0.300 per lightweight ton for both container and dry bulk vessels. Secondhand container and dry bulk vessels are depreciated from the date of their acquisition through their remaining estimated useful life.

If the estimated economic lives assigned to the Company’s vessels prove to be too long because of unforeseen events such as an extended period of weak markets, the broad imposition of age restrictions by the Company’s customers’, new regulations, or other future events, the remaining estimated useful life of any affected vessel is adjusted accordingly.

(j) Time Charters Assumed with the Acquisition of Second-hand Vessels: The Company records identified assets or liabilities associated with the acquisition of a vessel at fair value, determined by reference to market data. The Company values any asset or liability arising from the market value of any time charters assumed when a vessel is acquired from entities that are not under common control. This policy does not apply when a vessel is acquired from entities that are under common control. The amount to be recorded as an asset or liability of the time charter assumed at the date of vessel delivery is based on the difference between the current fair market value of the time charter and the net present value of future contractual cash flows under the time charter. When the present value of the contractual cash flows of the time charter assumed is greater than its current fair value, the difference is recorded as accrued charter revenue. When the opposite situation occurs, any difference, capped to the vessel’s fair value on a charter free basis, is recorded as unearned revenue. Such assets and liabilities, respectively, are amortized as a reduction of, or an increase in, revenue over the period of the time charter assumed.

(k) Impairment of Long-lived Assets: The Company reviews its vessels for impairment whenever events or changes in circumstances indicate that the carrying amount of a vessel might not be recoverable. The Company considers information, such as vessel sales and purchases, business plans and overall market conditions in order to determine if an impairment might exist.

As part of the identification of impairment indicators and Step 1 of impairment analysis the Company computes estimates of the future undiscounted net operating cash flows for each vessel based on assumptions regarding time charter rates, vessels’ operating expenses, vessels’ capital expenditures, vessels’ residual value, fleet utilization and the estimated remaining useful life of each vessel.

F- 12

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Container vessels: The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (based on the most recent ten year historical average rates after eliminating outliers and without adjustment for any growth rate) over the remaining estimated life of the vessel, assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates taking into consideration the Company’s historical data, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for container shipping vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore, the Company considers the most recent ten-year historical average, after eliminating outliers, to be a reasonable estimation of expected future charter rates over the remaining useful life of the Company’s vessels. The Company defines outliers as index values provided by an independent, third-party maritime research services provider. Given the spread of rates between peaks and troughs over the decade, the Company believes the most recent ten-year historical average rates, after eliminating outliers, provide a fair estimate in determining a rate for long-term forecasts. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the container vessels’ depreciation policy.

Dry bulk vessels: The future undiscounted net operating cash flows are determined as the sum of (x) (i) the charter revenues from existing time charters for the fixed fleet days and (ii) an estimated daily time charter rate for the unfixed days (using the most recent ten- year average of historical one-year time charter rates available for each type of dry bulk vessel over the remaining estimated life of each vessel, net of commissions), assuming an estimated fleet utilization rate, less (y) (i) expected outflows for vessels’ operating expenses assuming an expected increase in expenses of 2.5% over a five-year period, based on management’s estimates, (ii) planned dry-docking and special survey expenditures and (iii) management fees expenditures. Charter rates for dry bulk vessels are cyclical and subject to significant volatility based on factors beyond Company’s control. Therefore, the Company considers the most recent ten-year average of historical one-year time charter rates available for each type of dry bulk vessel, to be a reasonable estimation of expected future charter rates over the remaining useful life of its dry bulk vessels. The Company believes the most recent ten-year average of historical one-year time charter rates available for each type of dry bulk vessel provide a fair estimate in determining a rate for long-term forecasts. The salvage value used in the impairment test is estimated at $0.300 per light weight ton in accordance with the dry bulk vessels’ depreciation policy.

The assumptions used to develop estimates of future undiscounted net operating cash flows are based on historical trends as well as future expectations. If those future undiscounted net operating cash flows are greater than a vessel’s carrying value, there are no impairment indications for such vessel. If those future undiscounted net operating cash flows are less than a vessel’s carrying value, including unamortized dry-docking costs (Note 2(m)), the Company proceeds to Step 2 of the impairment analysis for such vessel.

In Step 2 of the impairment analysis, the Company determines the fair value of the vessels that failed Step 1 of the impairment analysis, based on management estimates and assumptions, making use of available market data and taking into consideration third party valuations. Therefore, the Company has categorized the fair value of the vessels as Level 2 in the fair value hierarchy. The difference between the carrying value of the vessels that failed Step 1 of the impairment analysis and their fair value as calculated in Step 2 of the impairment analysis is recognized in the Company’s accounts as impairment loss.

The review of the carrying amounts in connection with the estimated recoverable amount of the Company’s vessels as of December 31, 2022 resulted in an impairment loss of $1,691. As of December 31, 2020 and 2021, the Company concluded that $31,577 and nil, respectively, of impairment loss should be recorded.

(l) Long-lived Assets Classified as Held for Sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, Property, Plant and Equipment, when: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (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 cost to sell. According to ASC 360-10-35, the fair value less cost to sell of the long-lived asset (disposal group) should be assessed each reporting period it remains classified as held for sale. Subsequent changes in the long-lived asset's fair value less cost to sell (increase or decrease) would be reported as an adjustment to its carrying amount, except that the adjusted carrying amount should not exceed the carrying amount of the long-lived asset at the time it was initially classified as held for sale. These long-lived assets are not depreciated once they meet the criteria to be classified as held for sale and are classified in current assets on the consolidated balance sheet. As of December 31, 2022 and 2021, two container vessels and four container vessels were classified as Held for sale, respectively.

F- 13

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(m) Accounting for Special Survey and Dry-docking Costs: The Company follows the deferral method of accounting for special survey and dry-docking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Costs deferred are limited to actual costs incurred at the yard and parts used in the dry-docking or special survey. If a survey is performed prior to the scheduled date, the remaining unamortized balances are immediately written off. Unamortized balances of vessels that are sold are written-off and included in the calculation of the resulting gain or loss in the period of the vessel’s sale. Furthermore, unamortized dry-docking and special survey balances of vessels that are classified as Assets held for sale and are not recoverable as of the date of such classification are immediately written-off to the consolidated statement of operations.

(n) Financing Costs: Costs associated with new loans or refinancing of existing loans, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made.

(o) Concentration of Credit Risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), equity method investments, and derivative contracts (interest rate swaps, interest rate caps, cross-currency rate swaps, foreign currency contracts, FFAs and bunkers swap agreements). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ and investees’ financial condition and receiving charter hires in advance, and therefore generally does not require collateral for its accounts receivable.

(p) Accounting for Revenues and Expenses: Revenues are primarily generated from time charter agreements. Time charter agreements contain a lease as they meet the criteria of a lease under ASC 842. All agreements contain a minimum non-cancellable period and an extension period at the option of the charterer. Each lease term is assessed at the inception of that lease. Under a time-charter agreement, the charterer pays a daily hire for the use of the vessel and reimburses the owner for hold cleanings, extra insurance premiums for navigating in restricted areas and damages caused by such charterer. Additionally, the charterer pays port and canal dues to third parties, as well as for bunkers consumed during the term of the time charter agreement. Such costs are considered direct costs for the charterers as they are directly paid by charterers, unless they are paid to the account of the owner, in which case they are included in voyage expenses. Additionally, the owner pays commissions on the daily hire, to both the charterer and the brokers, which are direct costs and are recorded in voyage expenses. Under a time-charter agreement, the owner provides services related to the operation and the maintenance of the vessel, including crew, spares and repairs, which are recognized in operating expenses. Time charter revenues are recognized over the term of the charter as service is provided, when they become fixed and determinable. Revenues from time charter agreements providing for varying annual rates are accounted for as operating leases and thus recognized on a straight-line basis over the non-cancellable rental periods of such agreements, as service is performed. Revenue generated from variable lease payments is recognized in the period when changes in the facts and circumstances on which the variable lease payments are based occur. Unearned revenue includes cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met, including any unearned revenue resulting from charter agreements providing for varying annual rates, which are accounted for on a straight-line basis. The Company, as lessor, has elected not to allocate the consideration in the agreement to the separate lease and non-lease components (operation and maintenance of the vessel), as their timing and pattern of transfer to the charterer, as the lessee, are the same and the lease component, if accounted for separately, would be classified as an operating lease. Additionally, the lease component is considered the predominant component as the Company has assessed that more value is ascribed to the lease of the vessel rather than to the services provided under the time charter contracts.

F- 14

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Revenues for 2020, 2021 and 2022 derived from significant charterers individually accounting for 10% or more of revenues (in percentages of total revenues) were as follows:

	2020			2021			2022
A		21	%		16	%		13	%
B		20	%		20	%		18	%
C		11	%		12	%		7	%
D		29	%		12	%		8	%
E		10	%		9	%		7	%
Total	****	91	%	****	69	%	****	53	%

(q) Derivative Financial Instruments: The Company enters into interest rate swap contracts, cross-currency swap agreements and interest rate cap agreements with counterparties to manage its exposure to fluctuations of interest rate and foreign currencies risks associated with specific borrowings. Interest rate, differentials paid or received under these swap agreements are recognized as part of the interest expense related to the hedged debt. All derivatives are recognized in the consolidated financial statements at their fair value. On the inception date of the derivative contract, the Company designates the derivative as an accounting hedge of the variability of cash flow to be paid for a forecasted transaction (“cash flow” hedge). Changes in the fair value of a derivative that is qualified, designated and highly effective as a cash flow hedge are recorded in the consolidated statement of comprehensive income until earnings are affected by the forecasted transaction or the variability of cash flow and are then reported in earnings. Changes in the fair value of undesignated derivative instruments and the ineffective portion of designated derivative instruments are reported in earnings in the period in which those fair value changes occur. Realized gains or losses on early termination of the undesignated derivative instruments are also classified in earnings in the period of termination of the respective derivative instrument. The Company may re-designate an undesignated hedge after its inception as a hedge but then will consider its non-zero value at re-designation in its assessment of effectiveness of the cash flow hedge.

The interest rate caps are accounted for as cash flow hedges when they are expected to be highly effective in hedging variable rate interest payments under certain term loans. Changes in the fair value of the interest rate caps are reported within accumulated other comprehensive income. The initial value of the component excluded from the assessment of effectiveness is recognized in earnings using a systematic and rational method over the life of the hedging instrument. Any amounts excluded from the assessment of hedge effectiveness are presented in the same income statement line being Interest and finance costs where the earnings effect of the hedged item is presented.

The Company formally documents all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions.

This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions or variability of cash flow.

The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flow of hedged items. The Company considers a hedge to be highly effective if the change in fair value of the derivative hedging instrument is within 80% to 125% of the opposite change in the fair value of the hedged item attributable to the hedged risk. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively, in accordance with ASC 815 “Derivatives and Hedging”.

Also, the Company enters into FFAs to establish market positions in the dry bulk derivative freight markets and to hedge its exposure in the physical dry bulk freight markets and into bunker swap agreements to hedge its exposure to bunker prices. The differentials paid or received under these instruments are recognized in earnings as part of the gain /(loss) on derivative instruments. The Company has not designated these FFAs and bunker swap agreements as hedge accounting instruments.

F- 15

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Furthermore, the Company enters into forward exchange rate contracts to manage its exposure to currency exchange risk on certain foreign currency liabilities. The Company has not designated these forward exchange rate contracts as hedge accounting instruments.

(r) Earnings per Share: Basic earnings per share are computed by dividing net income attributable to common equity holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. The Company had no dilutive securities outstanding during the three-year period ended December 31, 2022. Earnings per share attributable to common equity holders are adjusted by the contractual amount of dividends related to the preferred stockholders that accrue for the period and the gain on retirement of preferred stock which was recognized during the year ended *December 31, 2020 (*Note 17).

(s) Fair Value Measurements: The Company follows the provisions of ASC 820 “Fair Value Measurements and Disclosures”, which defines and provides guidance as to the measurement of fair value. This standard defines a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data for example, the reporting entity’s own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy. ASC 820 applies when assets or liabilities in the financial statements are to be measured at fair value but does not require additional use of fair value beyond the requirements in other accounting principles (Notes 20 and 22).

(t) Segment Reporting: The Company determined that currently it operates under three reportable segments: (1) a container vessels segment, as a provider of worldwide marine transportation services by chartering its container vessels, (2) a dry bulk vessels segment, as a provider of dry bulk commodities transportation services by chartering its dry bulk vessels and (3) operating platform which charters-in/out dry bulk vessels and enters into contracts of affreightment, FFAs and may also utilize hedging solutions. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company's consolidated financial statements.

(u) Accounting for transactions under common control: A common control transaction is any transfer of net assets or exchange of equity interests between entities or businesses that are under common control by an ultimate parent or controlling shareholder before and after the transaction. Common control transactions may have characteristics that are similar to business combinations but do not meet the requirements to be accounted for as business combinations because, from the perspective of the ultimate parent or controlling shareholder, there has not been a change in control over the acquiree. Due to the fact common control transactions do not result in a change of control at the ultimate parent or controlling shareholder level, the Company does not account for that at fair value. Rather, common control transactions are accounted for at the carrying amount of the net assets or equity interests transferred.

(v) Non-controlling interest: The Company classifies non-controlling interest of its equity ventures based upon a review of the legal provisions governing the redemption of such interest. Those provisions are embodied within the equity venture’s operating agreement. The Company’s equity ventures that are subject to operating agreement provisions that require the Company to purchase the non-controlling equity holders’ interest upon the occurrence of certain specific triggering events that are not solely within the control of the Company, are classified as redeemable noncontrolling interest in temporary equity. Redeemable noncontrolling interest is initially recorded at its fair value as of the date of issue. Such fair value is determined using various accepted valuation methods, including the income approach, the market approach, the cost approach, and a combination of one or more of these approaches. Subsequent to the closing date of the transaction ,the recorded value for redeemable non-controlling interest is adjusted at the end of each reporting period for (a) comprehensive income (loss) that is attributed to the non-controlling interest, which is calculated by multiplying the non-controlling interest percentage by the comprehensive income (loss) of the equity venture’s during the reporting period, (b) dividends paid to the noncontrolling interest holders during the reporting period, and (c) any other transactions that increase or decrease the Company’s ownership interest in the equity venture, as a result of which the Company retains its controlling interest.

If the Company determines at the end of the reporting period that it is probable that an event would occur to otherwise require the redemption of a redeemable non-controlling interest (redeemable non-controlling interest is currently redeemable), then the Company adjusts the recorded amount to its maximum redemption amount at the reporting date. If the Company determines that it is not probable that an event would occur to otherwise require the redemption of a redeemable non-controlling interest (i.e., the date for such event is not set or such event is not certain to occur), then the redeemable non-controlling interest is not considered currently redeemable, and no further adjustment is required.

F- 16

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(w) Equity Method Investments: Investments in the common stock of entities, in which the Company has significant influence, as defined by ASC 323, over operating and financial policies, are accounted for using the equity method. Under this method, the investment in such entities is initially recorded at cost and is adjusted to recognize the Company’s share of the earnings or losses of the investee after the acquisition date and is adjusted for impairment whenever facts and circumstances indicate that a decline in fair value below the cost basis is other than temporary. The amount of the adjustment is included in the determination of net income / (loss). Dividends received from an investee reduce the carrying amount of the investment. When the Company’s share of losses in an investee equals or exceeds its interest in the investee, the Company does not recognize further losses unless the Company has incurred obligations or made payments on behalf of the investee.

(x) Right-of-Use Asset - Finance Leases: The **** Financial Accounting Standards Board (“FASB”) ASC 842 classifies leases from the standpoint of the lessee at the inception of the lease as finance leases or operating leases. The determination of whether an arrangement is (or contains) a finance lease is based on the substance of the arrangement at the inception date and is assessed in accordance with the criteria set in ASC 842-10-25-2. If none of the criteria in ASC 842-10-25-2 are met, leases are accounted for as operating leases.

Furthermore, as a result of electing to apply the package of practical expedients, at January 1, 2019, the Company’s capital leases under ASC 840 became finance leases under ASC 842 as lease classification is not reassessed in transition. Therefore, at that date, the Company, as lessee, initially recognized a finance lease right-of-use asset and lease liability measured at the carrying amount of the capital lease assets and capital lease obligations under ASC 840. After January 1, 2019, the Company, as lessee, followed ASC 840 for expense recognition unless the lease is modified and the modified lease is not accounted for as a separate contract or the Company is otherwise required to remeasure its lease liability in accordance with ASC 842. At January 1, 2019, the Company continued to recognize the deferred gain or loss, previously described as prepaid or unearned rental income, related to its failed sale and leaseback transactions under ASC 840, but reclassified such amounts to the right-of-use asset and changed the amortization period from over the lease term to in proportion to the amortization of the right-of-use asset.

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. A lessee shall amortize the finance right-of-use asset on a straight-line basis (unless another systematic basis better represents the pattern in which the lessee expects to consume the right-of-use asset’s future economic benefits) from the commencement date **** to the earlier of the end of the useful life **** of the finance right-of-use asset or the end of the lease term. However, if 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, the lessee shall amortize the right-of-use asset to the end of the useful life of the underlying asset.

For sale and leaseback transactions, if the transfer is not a sale in accordance with ASC 842-40-25-1 through 25-3, the Company, as seller-lessee - does not derecognize the transferred asset and accounts for the transaction as financing. An excess of carrying value over fair market value at the date of sale would indicate that the recoverability of the carrying amount of an asset should be assessed under the guidelines of ASC 360.

F- 17

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(y) Investments in Equity and Debt Securities:

ASC 825 “Financial Instruments” requires equity securities (including other ownership interests, such as partnerships, unincorporated joint ventures, and limited liability companies, but excluding those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) to be measured at fair value with changes in the fair value recognized through net income. However, for equity investments that don’t have readily determinable fair values and don’t qualify for practical expedient in ASC 820 to estimate fair value using the net asset value (“NAV”) per share (or its equivalent) of the investment, entities may choose to measure those investments at cost, less any impairment. The Company initially recognizes such equity securities at cost. Subsequently, any dividends distributed by the investee to the Company are recognized as income when received, but only to the extent they represent net accumulated earnings of the investee since the Company’s initial recognition of the investment. Net accumulated earnings are recognized as income by the Company only if they are distributed to the investor as dividends. Any dividends received in excess of net accumulated earnings are recognized as a reduction in the carrying amount of the investment. Management evaluates the equity securities for other-than-temporary-impairment at each reporting date. An investment in cost method equity securities is considered impaired if the fair value of the investment is less than its carrying value, in which case the Company recognizes in earnings an impairment loss equal to the difference between their carrying value and their fair value. Consideration is given to significant deterioration in the earnings performance, or business prospects of the investee, significant adverse change in the regulatory, economic, or technological environment of the investee, significant adverse change in the general market condition in which the investee operates, as well as factors that raise significant concerns about the investee’s ability to continue as a going concern.

Held-to-maturity debt securities are initially recognized at cost and subsequently are measured at amortized cost, less expected credit losses. The amortized cost is adjusted for amortization of premiums and accretion of discounts to maturity. Management evaluates debt securities held-to-maturity for expected credit losses at each reporting date.

The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” and calculated the estimated credit loss provision by using the Probability of Default and the Loss Given Default parameters (Note 5). During the year ended December 31, 2021, the Company redeemed / sold the entirety of its investments in debt and equity securities and as such there were no outstanding amounts as of the year-end date.

(z) Stock Based Compensation: The Company accounts for stock-based payment awards granted to Costamare Shipping Services Ltd. (Notes 3 and 16(a)) for the services provided, following the guidance in ASC 505-50 “Equity Based Payments to Non-Employees”. The fair value of the stock-based payment awards is recognized in the line item General and administrative expenses - related parties in the consolidated statements of operations.

(aa) Going concern: The Company evaluates whether there is substantial doubt about its ability to continue as a going concern by applying the provisions of ASC 205-40. In more detail, the Company evaluates whether there are conditions or events that raise substantial doubt about the Company's ability to continue as a going concern within one year from the date the financial statements are issued. As part of such evaluation, the Company did not identify any conditions that raise substantial doubt about the entity's ability to continue as a going concern. Accordingly, the Company continues to adopt the going concern basis in preparing its consolidated financial statements.

(ab) Treasury stock: Treasury stock is stock that is repurchased by the issuing entity, reducing the number of outstanding shares in the open market. When shares are repurchased, they may either be cancelled or held for reissue. If not cancelled, such shares are referred to as treasury shares. The cost of the acquired shares is shown as a deduction in stockholders' equity. Dividends on such shares held in the entity’s treasury should not be reflected as income and are not shown as a reduction in equity. Depending on whether the shares are acquired for reissuance or retirement, treasury shares are accounted for under the cost method or the constructive retirement method. The cost method is also used when the reporting entity’s management has not made decisions as to whether the reacquired shares will be retired, held indefinitely or reissued. The Company elected for the repurchase of its common shares to be accounted for under the cost method. Under this method, the treasury stock account is charged for the aggregate cost of shares reacquired.

(ac) Short-term investments: **** Short-term investments consist of U.S. Treasury Bills with maturities exceeding three months at the time of purchase and are stated at amortized cost, which approximates fair value.

(ad) Long lived Assets- Financing Arrangements: Following the implementation of ASC 606 Revenue from Contracts with Customers, sale and leaseback transactions, which include an obligation for the Company, as seller-lessee, to repurchase the asset, are precluded from being accounted for the transfer of the asset as sale, as the transaction is classified as a financing by the Company, since it effectively retains control of the underlying asset. As such, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest. Interest costs incurred (i) under financing arrangements that relate to vessels in operation are expensed to Interest and finance costs in the consolidated statement of operations and (ii) under financing arrangements that relate to vessels under construction are capitalized to Vessels and advances, net in the consolidated balance sheets.

F- 18

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

New Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. ASU 2020-04 applies to contracts that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be terminated because of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848). The amendments in this Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this Update to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update apply to all entities that elect to apply the optional guidance in Topic 848. ASU 2020-04 and ASU 2021-10 could be adopted as of March 12, 2020 through December 31, 2022.

In December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848). Topic 848 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The ASU is effective as of December 21, 2022 through December 31, 2024. The Company will continue to evaluate transactions or contract modifications occurring as a result of reference rate reform and to determine whether to apply the optional guidance. As of December 31, 2022, the Company has not yet elected any optional expedients provided in the standard.

3. Transactions with Related Parties:

(a) **** Costamare Shipping Company S.A. (“Costamare Shipping”) and Costamare Shipping Services Ltd. (“Costamare Services”): Costamare Shipping is a ship management company wholly owned by Mr. Konstantinos Konstantakopoulos, the Company’s Chairman and Chief Executive Officer. Costamare Shipping provides the Company with commercial, technical and other management services pursuant to a Framework Agreement dated November 2, 2015, as amended and restated on January 17, 2020 to allow Costamare Shipping to retain certain relevant payouts from insurance providers and as further amended and restated on June 28, 2021 to allow Costamare Shipping to provide services in relation to other types of vessels (including dry bulk vessels), in addition to container vessels (the “Framework Agreement”), and separate ship management agreements with the relevant vessel owning subsidiaries. Costamare Services, a company controlled by the Company’s Chairman and Chief Executive Officer and members of his family, provides, pursuant to a Services Agreement dated November 2, 2015 as amended and restated on *June 28, 2021 (*the “Services Agreement”), the Company’s vessel-owning subsidiaries with chartering, sale and purchase, insurance and certain representation and administrative services. Costamare Shipping and Costamare Services are not part of the consolidated group of the Company.

On November 27, 2015, the Company amended and restated the Registration Rights Agreement entered into in connection with the Company’s Initial Public Offering, to extend registration rights to Costamare Shipping and Costamare Services each of which have received or may receive shares of its common stock as fee compensation.

Pursuant to the Framework Agreement and the Services Agreement, Costamare Shipping and Costamare Services received (i) for each vessel a daily fee of $1.020 and $0.510 for any vessel subject to a bareboat charter, effective from *January 1, 2022 (*prior to that date the daily fee was $0.956 and $0.478 for any vessel subject to a bareboat charter), prorated for the calendar days the Company owned each vessel and for the three-month period following the date of the sale of a vessel, (ii) a flat fee of $840, effective from *January 1, 2022 (*prior to that date the flat fee was $787 for the construction of any newbuild vessel), for the supervision of the construction of any newbuild vessel contracted by the Company, (iii) a fee of 1.25% on all gross freight, demurrage, charter hire, ballast bonus or other income earned with respect to each vessel in the Company’s fleet and (iv) a quarterly fee of $667 (as of January 1, 2022; prior to that date the quarterly fee was $625) plus the value of 149,600 shares which Costamare Services may elect to receive in kind. Fees under (i), and (ii) and the quarterly fee under (iv) are annually adjusted upwards to reflect any strengthening of the Euro against the U.S. dollar and/or material unforeseen cost increases.

F- 19

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The Company is able to terminate the Framework Agreement and/or the Services Agreement, subject to a termination fee, by providing written notice to Costamare Shipping or Costamare Services, as applicable, at least 12 months before the end of the subsequent one-year term. The termination fee is equal to (a) the number of full years remaining prior to December 31, 2025, times (b) the aggregate fees due and payable to Costamare Shipping or Costamare Services, as applicable, during the 12-month period ending on the date of termination (without taking into account any reduction in fees under the Framework Agreement to reflect that certain obligations have been delegated to a sub-manager or a sub-provider, as applicable); provided that the termination fee will always be at least two times the aggregate fees over the 12-month period described above.

In 2013, Costamare Shipping entered into a co-operation agreement (the “Co-operation Agreement”) with third-party ship managers V.Ships Greece Ltd. (“V.Ships Greece”), pursuant to which the two companies established a ship management cell (the “Cell”) under V.Ships Greece. The Cell provided management services to certain of the Company’s container vessels, pursuant to separate management agreements entered into between V.Ships Greece and the relevant vessel-owning subsidiary, for a daily management fee. The Cell also provided ship management services to third-party owners. Effective April 1, 2019, the Company terminated its agreement with Costamare Shipping, whereby Costamare Shipping passed to the Company the net profit, if any, it received pursuant to the Co-operation Agreement as a refund or reduction of the management fees payable by the Company to Costamare Shipping under the Framework Agreement. Following the termination of the Co-operation Agreement on October 16, 2020, V.Ships Greece continues to provide management services to the Company’s vessels (as well as to vessels acquired under the Framework Deed and to third party vessels). As at December 31, 2022, V.Ships Greece provided services to 62 Costamare vessels, of which 14 were subcontracted for certain management services to V.Ships (Shanghai) Limited.

Management fees charged by Costamare Shipping in the years ended December 31, 2020, 2021 and 2022, amounted to $21,442, $29,621 and $43,915, respectively, and are included in Management and agency fees-related parties in the accompanying consolidated statements of operations. In addition, Costamare Shipping and Costamare Services charged (i) $13,930 for the year ended December 31, 2022 ($9,756 and $5,739 for the years ended December 31, 2021 and 2020, respectively), representing a fee of 1.25% on all gross revenues, as provided in the Framework Agreement and the Services Agreement, as applicable, which is included in Voyage expenses-related parties in the accompanying consolidated statements of operations, (ii) $2,667, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of operations for the year ended December 31, 2022 ($2,500 for the years ended December 31, 2021 and 2020) and (iii) $7,089, representing the fair value of 598,400 shares, which is included in General and administrative expenses – related parties in the accompanying consolidated statements of operations for the year ended December 31, 2022 ($7,414 and $3,655 for the years ended December 31, 2021 and 2020, respectively). Furthermore, in accordance with the management agreements with V.Ships Greece and the other third-party managers, V.Ships Greece and the other third-party managers have been provided with the amount of $75 and $50 per vessel as working capital security. As at December 31, 2021, it was $5,525 in aggregate, of which $5,075 is included in Accounts receivable, net, non-current and $450 in Accounts receivable, net in the accompanying 2021 consolidated balance sheet. As at December 31, 2022, it was $5,625 in aggregate, of which $5,250 is included in Accounts receivable, net, non-current and $375 in Accounts receivable, net in the accompanying 2022 consolidated balance sheet.

During the years ended December 31, 2020, 2021 and 2022, Costamare Shipping charged in aggregate to the companies established pursuant to the Framework Deed (Notes 9 and 10) the amounts of $3,611, $2,752 and $1,776, respectively, for services provided in accordance with the respective management agreements. The balance due from Costamare Shipping at December 31, 2022 amounted to $3,581 and is included in Due from related parties in the accompanying consolidated balance sheet. The balance due to Costamare Shipping at December 31, 2021 amounted to $743 and is included in Due to related parties in the accompanying consolidated balance sheet. The balance due to Costamare Services at December 31, 2021 and 2022, amounted to $951 and $1,380, respectively, and is included in Due to related parties in the accompanying consolidated balance sheets.

(b) Shanghai Costamare Ship Management Co., Ltd. (“Shanghai Costamare”): Shanghai Costamare, a company incorporated in the People’s Republic of China, controlled by the Company’s Chairman and Chief Executive Officer, provided certain vessel-owning subsidiaries with management services. Shanghai Costamare was not part of the consolidated group of the Company. On October 16, 2020, it was agreed that Shanghai Costamare would terminate operations and the owners of the 16 Company’s containerships that were managed by Shanghai Costamare on that date entered into ship managements agreements with V.Ships Greece, which subcontracted certain management services to V.Ships (Shanghai) Limited. The actual transfer of the management of 15 vessels was completed on December 31, 2020. On January 8, 2021, the management of the remaining vessel was fully taken over by V.Ships (Shanghai) Limited. There was no balance due from/to Shanghai Costamare at both December 31, 2021 and 2022.

F- 20

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(c) Blue Net Chartering GmbH & Co. KG (“BNC”) and Blue Net Asia Pte., Ltd. (“BNA”): On January 1, 2018, Costamare Shipping appointed, on behalf of the vessels it manages, BNC, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, to provide charter brokerage services to all container vessels under its management (including container vessels owned by the Company). BNC provides exclusive charter brokerage services to containership owners. Under the charter brokerage services agreement as amended, each container vessel-owning subsidiary paid a fee of

€9,413

for the years ended December 31, 2021 and 2022, in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement), provided that in respect of container vessels which remain chartered under the same charter party agreement in effect on January 1, 2018, the fee was

€1,281

for the years ended December 31, 2021 and 2022 in respect of each vessel, prorated for the calendar days of ownership (including as disponent owner under a bareboat charter agreement). On March 29, 2021, four of the Company’s container vessels agreed to pay a daily brokerage commission of $0.165 per day to BNC in connection with charters arranged by it. During the years ended December 31, 2020, 2021 and 2022, BNC charged the ship-owning companies $378, $467 and $431, respectively, which are included in Voyage expenses—related parties in the accompanying consolidated statements of operations. BNC also provided chartering services to a revenue sharing pool (until 31 August 2021), which included one of the Company’s container vessels. In addition, on March 31, 2020, Costamare Shipping agreed, on behalf of five of the container vessels it manages, to pay to BNA, a company 50% (indirectly) owned by the Company’s Chairman and Chief Executive Officer, a commission of 1.25% of the gross daily hire earned from the charters arranged by BNA for these five Company container vessels. During the years ended December 31, 2020, 2021 and 2022, BNA charged the ship-owning companies $399, $866 and $1,057 which are included in Voyage expenses – related parties in the accompanying consolidated statements of operations.

(d) Longshaw Maritime Investments S.A. (“Longshaw”): On June 14, 2021, the Company entered into a Share Purchase Agreement (“SPA’’) with Longshaw, a related party entity controlled by the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, for the acquisition of all of its equity interest in 16 companies, which had acquired or had agreed to acquire dry bulk vessels. The aggregate purchase price, which was paid by the Company on September 9, 2021, for the acquisition of these 16 companies was $54,491, in exchange for the net assets of the acquired companies, that amounted to $54,578. During the year ended December 31, 2021, all of the dry bulk vessels that were part of the acquisition, Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta (with an aggregate DWT of 932,329) were delivered to the Company. The acquisition has been accounted as a transaction between companies under common control and the excess of the carrying value of the net assets acquired above the purchase price agreed amounting to $86 was recorded as a capital contribution within additional paid in capital.

(e) LC LAW Stylianou & Associates LLC (“LCLAW”): Ms. Lora Stylianou, the managing partner of LCLAW, a Cyprus law firm, is the non-executive President of the Board of Directors of Costamare Participations Plc (Note 11.C), a wholly owned subsidiary of the Company and is a board member and officer or two other subsidiaries of the Company. LCLAW provides legal services to the Company. During the year ended December 31, 2022, LCLAW charged our subsidiaries $36, which is included in “General and Administrative Expenses - Related Parties” in the accompanying consolidated statements of operations. During the year ended December 31, 2021, LCLAW charged our subsidiaries $91 in total, of which (i) $33 is included in "General and Administrative Expenses - Related Parties" in the accompanying consolidated statements of operations for the year ended December 31, 2021 ($23 for the year ended December 31, 2020) and (ii) $58 is included in Financing Costs (Note 11.D). There was no balance due from/to LCLAW at both December 31, 2021 and December 31, 2022.

(f) Other related parties' transactions: On November 3, 2010, the Company and the Company’s Chairman and Chief Executive Officer, Mr. Konstantinos Konstantakopoulos, entered into a Restrictive Covenant Agreement (the “Original RCA”), pursuant to which the activities of Mr. Konstantakopoulos with respect to the container vessel sector, because of his capacity as a director or officer of the Company, were restricted. In July 2021, the Original RCA was amended and restated, and Mr. Konstantakopoulos agreed to similarly restrict his activities in the dry bulk sector.

(g) Local Agencies: Costamare Bulkers Services GmbH (“Local Agency A”) a company incorporated under the laws of the Republic of Germany, Costamare Bulkers Services ApS (“Local Agency B”) a company incorporated under the laws of the Kingdom of Denmark and Costamare Bulkers Services Pte. Ltd. (“Local Agency C” and together with the Local Agency A and Local Agency B, the “Local Agencies”) a company incorporated under the laws of the Republic of Singapore are wholly owned by the Company’s Chairman and CEO. Each of the Local Agencies is managed pursuant to a service contract by individuals who have the minority shareholder interest in CBI (see Note 15). On November 14, 2022, CBI entered into agreements with the three Local Agencies (collectively the “Service agreements”) for the provision of chartering and other services on a cost basis (including all expenses related to the provision of the services) plus a mark-up which is currently set at 11%. During the year ended December 31, 2022, the Local Agencies charged CBI with aggregate agency fees of $2,820, which are included in “Management and agency fees-related parties” in the accompanying 2022 consolidated statement of operations. The balance due from Local Agency A at December 31, 2022 amounted to $257 and is included in Due from related parties in the accompanying 2022 consolidated balance sheet. The balance due to Local Agency B and Local Agency C at December 31, 2022 amounted to $952 and is included in Due to related parties in the accompanying 2022 consolidated balance sheet.

F- 21

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

4. Segmental Financial Information

The Company has three reportable segments from which it derives its revenues: (1) container vessels segment, (2) dry bulk vessels segment vessels and (3) operating platform segment. The reportable segments reflect the internal organization of the Company and are strategic businesses that offer different services. The container vessel business segment consists of transportation of containerized products through ownership and operation of container vessels. The dry bulk business segment consists of transportation of dry bulk cargoes through ownership and trading of dry bulk vessels. Under the CBI segment the Company charters-in/out dry bulk vessels and enters into contracts of affreightment, FFAs and may also utilize hedging solutions.

The tables below present information about the Company’s reportable segments as of December 31, 2021 and December 31, 2022, and for the years ended December 31, 2021 and 2022. The Company measures segment performance based on net income. Items included in the segment’s net income are allocated to the extent that the items are directly or indirectly attributable to the segments. With regards to the items that are allocated by indirect calculation, their allocations keys are defined on the basis of each segment’s drawing on key resources. The Other segment includes items that due to their nature are not allocated to any of the Company’s reportable segments. As of December 31, 2021 and December 31, 2022 and for the years ended December 31, 2021 and 2022, Other segment includes equity method investments’ balances, due from related parties balances and income and short-term investments. Summarized financial information concerning each of the Company’s reportable segments is as follows:

For the year ended December 31, 2022 ** **
	Container vessels segment			Dry bulk vessels segment			CBI			Other		Eliminations			Total
Voyage revenue	$	797,392		$	316,100		$	367		$	-	$	-		$	1,113,859
Intersegment voyage revenue		-			800			-			-		(800	)		-
Voyage expenses		(11,323	)		(37,602	)		(144	)		-		-			(49,069	)
Intersegment voyage expenses		-			-			(800	)		-		800			-
Vessels’ operating expenses		(169,426	)		(99,805	)		-			-		-			(269,231	)
Depreciation		(126,340	)		(39,658	)		-			-		-			(165,998	)
Amortization of dry-docking and special survey costs		(11,831	)		(1,655	)		-			-		-			(13,486	)
Vessels’ Impairment loss		-			(1,691	)		-			-		-			(1,691	)
Gain on sale of vessels, net		122,884			3,452			-			-		-			126,336
Interest income		3,666			2,290			-			-		-			5,956
Interest and finance costs		(101,888	)		(20,333	)		(12	)		-		-			(122,233	)
Income from equity method investments		-			-			-			2,296		-			2,296
Net Income/ (Loss) for the Year	$	458,494		$	97,405		$	(3,503	)	$	2,296	$	-		$	554,692

F- 22

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

For the year ended December 31, 2021
	Container<br> <br>vessels<br> <br>segment			Dry bulk<br> <br>vessels<br> <br>segment			Other		Total
Voyage revenue	$	678,292		$	115,347		$	-	$	793,639
Vessels’ operating expenses		(151,452	)		(28,529	)		-		(179,981	)
Depreciation		(125,811	)		(11,147	)		-		(136,958	)
Amortization of dry-docking and special survey costs		(10,346	)		(87	)		-		(10,433	)
Gain on sale of vessels, net		45,894			-			-		45,894
Interest income		1,587			-			-		1,587
Interest and finance costs		(81,887	)		(4,160	)		-		(86,047	)
Income from equity method investments		-			-			12,859		12,859
Net Income for the Year	$	303,490		$	56,814		$	74,817	$	435,121
As of December 31, 2022
---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Container<br> <br>vessels<br> <br>segment		Dry bulk<br> <br>vessels<br> <br>segment		CBI		Other		Eliminations			Total
Total Assets	$	3,272,559	$	771,027	$	101,807	$	751,838	$	(1,002	)	$	4,896,229
As of December 31, 2021
---	---	---	---	---	---	---	---	---
	Container<br> <br>vessels<br> <br>segment		Dry bulk<br> <br>vessels<br> <br>segment		Other		Total
Total Assets	$	3,672,212	$	714,957	$	19,872	$	4,407,041

5. Current Assets: Short-term investments / Non-current Assets: Debt Securities, Held to Maturity, and Other Non-Current Assets:

In 2014, Zim Integrated Services (“Zim”) agreed with its creditors, including vessel and container lenders, ship-owners, shipyards, unsecured lenders and bond holders, to restructure its debt. Based on this agreement, the Company received Zim shares representing approximately 1.2% of the outstanding Zim shares immediately after the restructuring and $8,229 aggregate principal amount of unsecured interest-bearing Zim notes maturing in 2023 consisting of $1,452 of 3.0% Series 1 Notes due 2023 amortizing subject to available cash flows in accordance with a corporate mechanism and $6,777 of 5.0% Series 2 Notes due 2023 non-amortizing (of the 5% interest, 3% is payable quarterly in cash and 2% interest is accrued quarterly with deferred cash payment on maturity) in exchange for amounts owed by Zim to the Company under their charter agreements. The Company calculated the fair value of the instruments received from Zim based on the agreement discussed above, available information on Zim and other similar contracts with similar terms, maturities and interest rates, and recorded at fair value of $676 in relation to the Series 1 Notes, $3,567 in relation to the Series 2 Notes and $7,802 in relation to its equity participation in Zim. The difference between the aggregate fair value of the debt and equity securities received from Zim and the then net carrying value of the amounts due from Zim of $2,888 was written-off in 2014.

The Company accounted on a quarterly basis, for the unwinding of the interest on the Series 1 and Series 2 Notes. During the year ended December 31, 2021, the Company recorded $458 in relation to their unwinding, which is included in “Interest income” in the 2021 consolidated statement of operations. The Company had classified such debt securities under Debt securities, held to maturity, since it had no intention to sell the securities in the near term. During the year ended December 31, 2016, the Company received $46 capital redemption of the Series 1 Notes, reducing the principal to $1,406. Additionally, on March 22, 2021, the Company received $394 capital redemption of the Series 1 Notes, reducing the principal to $1,012, as of that date. Furthermore, in June 2021, the Company received $7,789 capital redemption of the Series 1 and 2 Notes, in aggregate, and the outstanding balance at the date of the capital redemption of $6,774, net of accumulated provision for Credit losses of $569 calculated as of December 31, 2020, following the provisions of “ASC 326 Financial Instruments — Credit Losses”, was fully settled. As a result of the full redemption of the Series 1 and Series 2 Notes, the Company recorded a gain of $1,015, which is included in Other, net, in the accompanying 2021 statement of operations. The Series 1 and Series 2 Zim Notes were carried at amortized cost. These financial instruments were not measured at fair value on a recurring basis. The Company assessed the provisions of “ASC 326 Financial Instruments — Credit Losses” in relation to its Series 1 and Series 2 Notes securities and a Credit loss provision of $245 was calculated as of March 31, 2021 and as result a gain of $324 is included in Other, net in the 2021 consolidated statement of operations. The remaining securities were fully redeemed in June 2021.

F- 23

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

On January 28, 2021, Zim completed its initial public offering in the United States under the United States Securities Act of 1933, as amended. Since then, the Company classified the equity securities of Zim that it owned at Fair Value through Net Income as the Company did not have the ability to exercise significant influence on matters at Zim, and there is readily available fair value for these securities. The Company recorded the subsequent changes in fair value in the consolidated statements of operations based on the closing price of Zim ordinary shares on the New York Stock Exchange (NYSE) on each reporting date (Level 1 inputs of the fair value hierarchy). In September 2021, the Company received a special dividend amounting to $1,833, which is separately reflected in Dividend income in the accompanying 2021 statement of operations. During the year ended December 31, 2021, the Company sold its 1,221,800 ordinary shares of Zim and recorded a gain of $60,161. As of December 31, 2021, the Company did not hold any Zim securities.

As of December 31, 2022, the Company holds five zero-coupon U.S. treasury bills (the “Bills”) with an aggregate face value of $121,000 at a cost of $118,927. All Bills have a maturity exceeding three months at the time of purchase and are stated at amortized cost, which approximates their fair value.

6. Inventories:

Inventories in the accompanying consolidated balance sheets relate to bunkers, lubricants and spare parts on board the vessels.

7. Vessels and advances, net:

The amounts in the accompanying consolidated balance sheets are as follows:

	Vessel Cost			Accumulated Depreciation			Net Book Value
Balance, January 1, 2021	$	3,525,967		$	(1,075,457	)	$	2,450,510
Depreciation		-			(129,406	)		(129,406	)
Vessel acquisitions, advances and other vessels’ costs		1,467,937			-			1,467,937
Vessel sales, transfers and other movements		(306,008	)		167,159			(138,849	)
Balance, December 31, 2021	$	4,687,896		$	(1,037,704	)	$	3,650,192
Depreciation		-			(162,651	)		(162,651	)
Vessel acquisitions, advances and other vessels’ costs		249,023			-			249,023
Vessel sales, transfers and other movements		(140,817	)		71,114			(69,703	)
Balance, December 31, 2022	$	4,796,102		$	(1,129,241	)	$	3,666,861

During the year ended December 31, 2022, the Company acquired the secondhand container vessel Dyros with a TEU capacity of 4,578, and three secondhand dry bulk vessels, the Oracle, Libra and Norma with an aggregate DWT of 172,717. Furthermore, during the year ended December 31, 2022, the Company prepaid the outstanding balances of Jodie Shipping Co., Kayley Shipping Co., Plange Shipping Co. and Simone Shipping Co. finance lease liabilities (Note 12) and re-acquired the 2013-built, 8,827 TEU container vessels, MSC Athens and MSC Athos and the 2014-built, 4,957 TEU container vessels, Leonidio and Kyparissia. In addition, during the year ended December 31, 2022, the Company prepaid the outstanding balance of Benedict Maritime Co. finance arrangement (Note 11.B.2) and re-acquired the 2016-built, 14,424 TEU container vessel Triton.

F- 24

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2021, the Company (i) acquired the secondhand container vessels Aries, Argus, Glen Canyon, Androusa, Norfolk, Porto Cheli, Porto Kagio, Porto Germeno and Gialova with an aggregate TEU capacity of 49,909, (ii) took delivery of the newbuild container vessels YM Target and YM Tiptop with an aggregate TEU capacity of 25,380 and (iii) took delivery of 43 secondhand dry bulk vessels, 16 of which were part of the SPA (Note 3(d)), the Builder, Pegasus, Adventure, Eracle, Peace, Sauvan, Pride, Alliance, Manzanillo, Acuity, Seabird, Aeolian, Comity, Athena, Farmer and Greneta, with an aggregate DWT of 850,163 and 27 additional dry bulk vessels that were agreed to be acquired during the year ended December 31, 2021, the Bernis, Verity, Dawn, Discovery, Clara, Serena, Merida, Progress, Miner, Parity, Uruguay, Resource, Konstantinos, Taibo, Thunder, Equity, Cetus, Curacao, Rose, Bermondi, Titan I, Orion, Merchia, Damon, Pythias, Hydrus and Phoenix, with an aggregate DWT of 1,388,422.

During the year ended December 31, 2021, the Company purchased the equity interest (in the range from 51% to 75%) held by funds managed and/or advised by York Capital Management Global Advisors LLC and its affiliate Sparrow Holdings, L.P. (collectively, “York”) (Notes 9 and 10) in the companies owning the containerships Cape Akritas, Cape Tainaro, Cape Artemisio, Cape Kortia and Cape Sounio, with an aggregate capacity of 55,050 TEU, at an aggregate net consideration price of $88,854 after subtracting term loans of $302,193 (Note 11) assumed at the time of the acquisition. As a result, the Company acquired the controlling interest and became the sole shareholder of the vessel owning companies of the said five container vessels (Note 10). Any favorable or unfavorable lease terms associated with these vessels were recorded as an intangible asset or liability (“Time charter assumed”) at the time of the acquisition. The aggregate Time charter assumed, net, at the time of the acquisitions was a liability of $589, current and non-current portion (Note 13). Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations”.

During the year ended December 31, 2021, the Company agreed to acquire (i) the 2008-built, 4,578 TEU secondhand container vessel Dyros, which was delivered during the first quarter of 2022 and (ii) two secondhand dry bulk vessels Oracle and Libra with an aggregate DWT of 114,699 which were delivered to the Company during the first quarter of 2022.

During the year ended December 31, 2021, the Company ordered from a shipyard a number of newbuild container vessels (some 12,690 TEU and some 15,000 TEU). During the year ended December 31, 2022, the Company served notices of termination for the abovementioned shipbuilding contracts due to the shipyard’s repudiation thereof/default thereunder and has served notice of arbitration to the relevant shipyard under the said shipbuilding contracts.

During the year ended December 31, 2020, the Company acquired the 2009-built, 4,258 TEU Virgo, the 2007-built, 2,572 TEU Scorpius and the 2011-built, 4,178 TEU Neokastro and took delivery of the 12,690 TEU newbuilds YM Triumph, YM Truth and YM Totality from the shipyard. Upon their delivery, all three newbuild vessels commenced their 10-year time charters.

On February 14, 2022, the Company decided to make arrangements to sell the container vessels Sealand Washington and Maersk Kalamata and on March 30, 2022, the Company decided to make arrangements to sell the dry bulk vessel Thunder. At these dates, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the three vessels as “held for sale” were met. As of December 31, 2022, the amount of $55,195, separately reflected in Vessels held for sale in the December 31, 2022 consolidated balance sheet, represents the aggregate carrying value of Sealand Washington and Maersk Kalamata at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. Each vessel’s fair value is based on its estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy). Both vessels were sold during the first quarter of 2023 (Note 23(c)).

On December 9, 2021, the Company decided to make arrangements to sell the container vessels Sealand Illinois, Sealand Michigan, York and Messini. At that date, the Company concluded that all the criteria required by the relevant accounting standard, ASC 360-10-45-9, for the classification of the vessel as “held for sale” were met. As of December 31, 2021, the amount of $78,799 (including $3,742 transferred from Deferred charges, net), separately reflected in Vessels held for sale in the 2021 consolidated balance sheet, represents the aggregate carrying value of those vessels at the time that held for sale criteria were met on the basis that as of that date each vessel’s fair value less cost to sell exceeded each vessel’s carrying value. Their fair value was based on the vessel’s estimated sale price, net of commissions (Level 2 inputs of the fair value hierarchy).

During the year ended December 31, 2022, the Company sold the dry bulk vessel Thunder which was classified as held for sale at March 30, 2022 and the container vessels Messini, Sealand Michigan, Sealand Illinois and York, which were classified as held for sale at December 9, 2021 and recognized an aggregate gain of $126,336, which is separately reflected in Gain / (loss) on sale of vessels, net in the accompanying consolidated statement of operations for the year ended December 31, 2022.

F- 25

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2021, the Company sold the container vessels (i) Halifax Express, which was classified as a Vessel held for sale at *December 31, 2020, (*ii) Prosper and Venetiko, which were classified as Vessels held for sale at *March 31, 2021, (*iii) Zim Shanghai and Zim New York, which were classified as Vessels held for sale at June 30, 2021, and recognized an aggregate net gain of $45,894, which is separately reflected in Gain / (loss) on sale of vessels, net in the accompanying 2021 consolidated statement of operations.

During the year ended December 31, 2022, the Company recorded an impairment loss in relation to four of its dry bulk vessels in the amount of $1,691. The fair values of the four vessels were determined through Level 2 inputs of the fair value hierarchy (Note 21).

During the year ended December 31, 2020, the Company recorded an impairment loss in relation to five of its container vessels in the amount of $31,577 (including $693 transferred from Deferred charges, net). The fair values of the five vessels were determined through Level 2 inputs of the fair value hierarchy (Note 21).

As of December 31, 2022, 99 of the Company’s vessels, with a total carrying value of $2,765,863, have been provided as collateral to secure the long-term debt discussed in Note 11. This excludes the vessels YM Triumph, YM Truth, YM Totality, YM Target and YM Tiptop, the four vessels acquired in 2018 under the Share Purchase Agreement (Note 11.B) with York and six unencumbered vessels.

8. Deferred Charges, net:

Deferred charges, net include the unamortized dry-docking and special survey costs. The amounts in the accompanying consolidated balance sheets are as follows:

Balance, January 1, 2021	$	27,682
Additions		18,882
Amortization		(10,433	)
Write-off and other movements (Note 7)		(4,272	)
Balance, December 31, 2021	$	31,859
Additions		38,330
Amortization		(13,486	)
Write-off and other movements (Note 7)		(1,668	)
Balance, December 31, 2022	$	55,035

During the year ended *December 31, 2022,*18 vessels underwent and completed their dry-docking and special survey and five vessels were in the process of completing their dry-docking and special survey. During the years ended December 31, 2020 and 2021, 11 and 14 vessels underwent and completed their dry-docking and special survey and nil and one vessel was in the process of completing her dry-docking and special survey. The amortization of the dry-docking and special survey costs is separately reflected in the accompanying consolidated statements of operations.

9. Costamare Ventures Inc.:

On May 18, 2015, the Company, along with its wholly owned subsidiary, Costamare Ventures Inc. (“Costamare Ventures”), amended and restated the Framework Deed, which was further amended on *June 12, 2018 (*the “Framework Deed”) with York to invest jointly in the acquisition and construction of container vessels. Under the Framework Deed, the decisions regarding vessel acquisitions are made jointly by Costamare Ventures and York and the Company reserves the right to acquire any vessels that York decides not to pursue. The commitment period ended on May 15, 2020 and the termination of the Framework Deed will occur on May 15, 2024, or upon the occurrence of certain extraordinary events as described therein.

On termination and on the occurrence of certain extraordinary events, Costamare Ventures may elect to divide the vessels owned by all such vessel-owning entities between itself and York to reflect their cumulative participation in all such entities. Costamare Shipping provides ship management and administrative services to the vessels acquired under the Framework Deed, with the right to subcontract to V.Ships Greece.

F- 26

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

As at December 31, 2022, the Company holds 49% of the capital stock of five jointly-owned companies formed pursuant to the Framework Deed with York (Note 10). The Company accounts for the entities formed under the Framework Deed as equity investments.

10. Equity Method Investments:

The companies accounted for as equity method investments, all of which are incorporated in the Marshall Islands, are as follows:

Entity	Vessel	Participation %<br> <br>December 31, 2022	Date Established /Acquired
Steadman Maritime Co.	-	49%	July 1, 2013
Marchant Maritime Co.^(*)^	-	-	-
Horton Maritime Co.^(*)^	-	-	-
Smales Maritime Co.^(**)^	-	-	-
Geyer Maritime Co.	Arkadia	49%	May 18, 2015
Goodway Maritime Co.	Monemvasia	49%	September 22, 2015
Platt Maritime Co.	Polar Argentina	49%	May 18, 2015
Sykes Maritime Co.	Polar Brasil	49%	May 18, 2015

^(*)^ Dissolved on June 24, 2021

^(**)^ Dissolved on August 16, 2022

During the year ended December 31, 2022, the Company received, in the form of a special dividend, $1,128 from Steadman Maritime Co.

During the year ended December 31, 2021, Steadman Maritime Co. sold its vessel Ensenada and provided a special dividend to the Company amounting to $15,190. On March 22, 2021, March 24, 2021 and March 29, 2021, the Company entered into three share purchase agreements to acquire the ownership interest (in the range of 51% to 75%) held by funds managed and/or advised by York in five jointly-owned companies, namely Ainsley Maritime Co. and Ambrose Maritime Co., Hyde Maritime Co. and Skerrett Maritime Co. and Kemp Maritime Co., which had been formed pursuant to the Framework Deed. At the date of the acquisition, the aggregate net value of assets and liabilities transferred to the Company amounted to $141,040. Management accounted for this acquisition as an asset acquisition under ASC 805 “Business Combinations” whereas the cost consideration over proportionate cost of the net asset values acquired was proportionally allocated on a relative fair value basis to the net identifiable assets acquired (that is to the vessels and related time charters (Note 13)).

For the years ended December 31, 2020, 2021 and 2022, the Company recorded net income of $16,195, $12,859 and $2,296, respectively, from equity method investments, which is separately reflected as Income from equity method investments in the accompanying consolidated statements of operations.

The summarized combined financial information of the companies accounted for as equity method investment is as follows:

	December 31, 2021		December 31, 2022
Current assets	$	12,468	$	11,697
Non-current assets		92,770		91,471
Total assets	$	105,238	$	103,168
Current liabilities	$	6,576	$	7,472
Non-current liabilities		58,110		52,760
Total liabilities	$	64,686	$	60,232

F- 27

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

	For the years ended December 31,
	2020		2021		2022
Voyage revenue	$	96,533	$	43,088	$	23,789
Net income	$	39,433	$	27,617	$	4,686

11. Long-Term Debt:

The amounts shown in the accompanying consolidated balance sheets consist of the following:

Borrower(s)				December 31, 2021			December 31, 2022
A.	Term Loans:			****	****	****	****	****	****
		1.	Nerida Shipping Co.		9,975			-
		2.	Singleton Shipping Co. and Tatum Shipping Co.		37,600			34,400
		3.	Reddick Shipping Co. and Verandi Shipping Co.		-			-
		4.	Costamare. Inc.		30,188			-
		5.	Bastian Shipping Co. and Cadence Shipping Co.		98,000			82,800
		6.	Adele Shipping Co.		54,500			48,500
		7.	Costamare Inc.		123,990			112,430
		8.	Quentin Shipping Co. and Sander Shipping Co.		72,898			-
		9.	Costamare Inc.		24,554			-
		10.	Capetanissa Maritime Corporation et al.		56,500			15,671
		11.	Caravokyra Maritime Corporation et al.		54,400			6,928
		12.	Achilleas Maritime Corporation et al.		-			-
		13.	Kelsen Shipping Co.		4,050			-
		14.	Uriza Shipping S.A.		17,400			-
		15.	Berg Shipping Co.		11,660			10,540
		16.	Reddick Shipping Co. and Verandi Shipping Co.		14,900			-
		17.	Evantone Shipping Co. and Fortrose Shipping Co.		20,750			17,750
		18.	Ainsley Maritime Co. and Ambrose Maritime Co.		141,964			131,250
		19.	Hyde Maritime Co. and Skerrett Maritime Co.		138,519			127,212
		20.	Kemp Maritime Co.		70,350			64,300
		21.	Vernes Shipping Co.		12,650			-
		22.	Achilleas Maritime Corporation et al.		125,360			66,974
		23.	Novara et al.		63,833			65,043
		24.	Costamare Inc.		59,952			49,095
		25.	Costamare Inc.		80,228			-
		26.	Costamare Inc.		-			-
		27.	Costamare Inc.		79,348			24,387
		28.	Amoroto et al.		103,423			67,882
		29.	Costamare Inc.		-			-
		30.	Dattier Marine Corp et al.		43,480			-
		31.	Bernis Marine Corp. et al.		-			47,884
		32.	Costamare Inc.		-			52,361
		33.	Costamare Inc.		-			62,500
		34.	Adstone Marine Corp. et al.		-			-
		35.	Amoroto et al.		-			33,700
		36.	Benedict et al.		-			458,952
		37.	Reddick Shipping Co. and Verandi Shipping Co.		-			43,500
		38.	Quentin Shipping Co. and Sander Shipping Co.		-			85,000
		39.	Greneta Marine Corp. et al.		-			30,000
		40.	Bastian Shipping Co. et al.		-			-
		41.	Adstone Marine Corp. et al.		-			82,885
	****	****	Total Term Loans	$	1,550,472		$	1,821,944
B.	Other financing arrangements				803,589			678,930
C.	Unsecured Bond Loan				113,260			106,660
	****	****	Total long-term debt	$	2,467,321		$	2,607,534
	****	****	Less: Deferred financing costs		(25,238	)		(22,913	)
	****	****	Total long-term debt, net	****	2,442,083		****	2,584,621
	****	****	Less: Long-term debt current portion		(278,326	)		(325,611	)
	****	****	Add: Deferred financing costs, current portion		5,961			5,497
	****	****	Total long-term debt, non-current, net	$	2,169,718		$	2,264,507

F- 28

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

A. Term Loans:

1. On August 1, 2017, Nerida Shipping Co. entered into a loan agreement with a bank for an amount of up to $17,625 for the purpose of financing general corporate purposes relating to Maersk Kowloon. On August 3, 2017 the Company drew the amount of $17,625. On July 1, 2022, the then outstanding balance of $9,075 was fully repaid.

2. On July 17, 2018, Tatum Shipping Co. and Singleton Shipping Co. entered into a loan agreement with a bank for an amount of up to $48,000, for the purpose of financing general corporate purposes relating to the vessels Megalopolis and Marathopolis. The facility has been drawn down in two tranches on July 20, 2018 and August 2, 2018. As of December 31, 2022, the outstanding balance of Tranche A of $17,200 is repayable in 11 equal quarterly installments of $400, from January 2023 to June 2025 and a balloon payment of $12,800 payable together with the last installment. As of December 31, 2022, the outstanding balance of Tranche B of $17,200 is repayable in 11 equal quarterly installments of $400, from February 2023 to July 2025 and a balloon payment of $12,800 payable together with the last installment.

3. On October 26, 2018, Reddick Shipping Co. and Verandi Shipping Co., entered into a loan agreement with a bank for an amount of up to $25,000, for the purpose of financing general corporate purposes relating to the vessels Maersk Kleven and Maersk Kotka. The facility has been drawn down in two tranches on October 30, 2018. On March 24, 2021, the then outstanding balance of $14,020 was fully repaid.

4. On November 27, 2018, the Company entered into a loan agreement with a bank for an amount of $55,000 in order to refinance previously held loans. The facility has been drawn down in two tranches. Tranche A of $28,000 was drawn down on November 30, 2018 and Tranche B (the revolving part of the loan) of $27,000 was drawn down on December 11, 2018. During the year ended December 31, 2019 and following the sale of the vessels MSC Pylos, Sierra II, Reunion and Namibia II, the Company prepaid in aggregate, the amount of $10,615. On November 11, 2020, the Company drew down the amount of $5,803 under the revolving part of the loan and provided the vessel Scorpius as additional security. On June 23, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $21,242. On September 14, 2022, the then outstanding balance of $5,946 was fully repaid.

5. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co., entered into a loan agreement with a bank for an amount of up to $136,000, for the purpose of financing the acquisition costs of MSC Ajaccio and MSC Amalfi (Note 12) and general corporate purposes relating to the two vessels. The facility was drawn down in two tranches on June 24, 2019. As of December 31, 2022, the aggregate outstanding balance of the two tranches of $82,800 is repayable in 18 variable quarterly installments, from March 2023 to June 2027 and a balloon payment per tranche of $14,400 payable together with the last installment.

6. On June 24, 2019, Adele Shipping Co. entered into a loan agreement with a bank for an amount of up to $68,000, for the purpose of financing the acquisition cost of MSC Azov (Note 12) and general corporate purposes relating to the vessel. The facility was drawn down on July 12, 2019. As of December 31, 2022, the outstanding balance of the loan of $48,500 is repayable in 15 equal quarterly installments of $1,500, from January 2023 to June 2026 and a balloon payment of $26,000 payable together with the last installment.

7. On June 28, 2019, the Company entered into a loan agreement with a bank for an amount of up to $150,000, in order to partially refinance two term loans. Vessels Value, Valence and Vantage were provided as security. The facility was drawn down in three tranches on July 15, 2019. As of December 31, 2022, the outstanding balance of each tranche of $37,476.7, is repayable in 11 equal quarterly installments of $963.3 from January 2023 to July 2025 and a balloon payment of $26,880, each payable together with the last installment.

F- 29

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

8. On July 18, 2019, the Company entered into a loan agreement with a bank for an amount of up to $94,000, in order to partially refinance one term loan. Vessels Valor and Valiant were provided as security. The facility was drawn down in two tranches on July 24, 2019. On November 14, 2022, following the execution of the loan agreement discussed in Note 11.A.38, the then outstanding balance of $64,852 was fully repaid.

9. On February 13, 2020, the Company entered into a loan agreement with a bank for an amount of up to $30,000 in order to partly finance the acquisition cost of the vessels Vulpecula, Volans, Virgo and Vela. On February 18, 2020, the Company drew down the amount of $30,000 in four tranches. On January 31, 2022, the then outstanding balance of $24,554 of the loan was fully repaid (Note 11.A.33).

10. On April 24, 2020, Capetanissa Maritime Corporation, Christos Maritime Corporation, Costis Maritime Corporation, Joyner Carriers S.A. and Rena Maritime Corporation, entered into a loan agreement with a bank for an amount of up to $70,000, in order to refinance two term loans. The facility was drawn down on May 6, 2020. On March 8, 2022, the Company prepaid $3,062, due to the sale of vessel Messini (Note 7), on the then outstanding balance. On June 28, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $13,964 of the loan. On October 13, 2022, the Company prepaid $8,264, due to the sale of vessel York (Note 7). On December 7, 2022, the Company prepaid $8,503, due to the sale of vessel Sealand Washington (Note 23(c)). As of December 31, 2022, the outstanding balance of $15,671 is repayable in 10 equal quarterly installments of $742.3 from February 2023 to May 2025 and a balloon payment of $8,247.8 payable together with the last installment.

11. On May 29, 2020, Caravokyra Maritime Corporation, Costachille Maritime Corporation, Kalamata Shipping Corporation, Marina Maritime Corporation, Navarino Maritime Corporation and Merten Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 4, 2020. On June 21, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the amount of $35,885 of the loan. On December 5, 2022, the Company prepaid $6,927.6, due to the sale of vessel Maersk Kalamata (Note 23(c)). As of December 31, 2022, the outstanding balance of $6,928 is repayable in 10 equal quarterly installments of $265 from March 2023 to June 2025 and a balloon payment of $4,277.6 payable together with the last installment.

12. On June 11, 2020, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Flow Shipping Co., Idris Shipping Co., Leroy Shipping Co., Lindner Shipping Co., Miko Shipping Co., Spedding Shipping Co., Takoulis Maritime Corporation and Timpson Shipping Co., entered into a loan agreement with a bank for an amount of up to $70,000, in order to partly refinance one term loan. The facility was drawn down on June 17, 2020. On September 10, 2020 and September 16, 2020, the Company prepaid $1,450 and $4,878, respectively due to the sale of vessels Zagora and Singapore Express, on the then outstanding balance. On January 29, 2021 and May 21, 2021, the Company prepaid $4,861 and $1,012, respectively due to the sale of vessels Halifax Express and Prosper (Note 7), on the then outstanding balance. On June 4, 2021, the then outstanding balance of $50,105 of the loan was fully repaid.

13. On December 15, 2020, Kelsen Shipping Co. entered into a loan agreement with a bank for an amount of $8,100, in order to partially refinance one term loan. The facility was drawn down on December 17, 2020. On December 19, 2022, the then outstanding balance of $2,025 was fully repaid.

14. On November 10, 2020, Uriza Shipping S.A. entered into a loan agreement with a bank for an amount of $20,000, in order to refinance one term loan. The facility was drawn down on November 12, 2020. On June 29, 2022, following the execution of the agreement of the loan discussed in Note 11.A.36, the Company fully prepaid the then outstanding balance of $16,100 of the loan.

15. On January 27, 2021, Berg Shipping Co. entered into a loan agreement with a bank for an amount of $12,500, in order to finance the acquisition cost of the vessel Neokastro. The facility was drawn down on January 29, 2021. As of December 31, 2022, the outstanding balance of the loan of $10,540 is repayable in 13 equal quarterly installments of $280, from January 2023 to January 2026 and a balloon payment of $6,900 payable together with the last installment.

16. On March 16, 2021, Reddick Shipping Co. and Verandi Shipping Co. entered into a loan agreement with a bank for an amount of $18,500, in order to refinance one term loan and for general corporate purposes. The facility was drawn down in two tranches on March 23, 2021. On September 30, 2022, following the execution of the loan agreement discussed in Note 11.A.37, the then outstanding balance of $11,300 was fully repaid.

17. On March 18, 2021, Evantone Shipping Co. and Fortrose Shipping Co. entered into a loan agreement with a bank for an amount of $23,000 for the purpose of financing general corporate purposes. The facility was drawn down on March 23, 2021. As of December 31, 2022, the outstanding balance of the loan of $17,750 is repayable in 13 equal quarterly installments of $750, from March 2023 to March 2026 and a balloon payment of $8,000 payable together with the last installment.

F- 30

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

18. On March 19, 2021, Ainsley Maritime Co. and Ambrose Maritime Co. entered into a loan agreement with a bank for an amount of $150,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 24, 2021. As of December 31, 2022, the outstanding balance of each tranche of $65,625 is repayable in 33 equal quarterly installments of $1,339.3, from March 2023 to March 2031 and a balloon payment of $21,428.6 each payable together with the last installment.

19. On March 24, 2021, Hyde Maritime Co. and Skerrett Maritime Co. entered into a loan agreement with a bank for an amount of $147,000, in order to refinance two term loans (Note 7) and for general corporate purposes. The facility was drawn down in two tranches on March 26, 2021. On December 20, 2022, the loan agreement was amended, resulting in the extension of the repayment period until March 2029. As of December 31, 2022, the outstanding balance of Tranche A of $63,605.8 is repayable in 25 equal quarterly installments of $1,413.5, from March 2023 to March 2029 and a balloon payment of $28,269.2 payable together with the last installment. As of December 31, 2022, the outstanding balance of Tranche B of $63,605.8 is repayable in 25 equal quarterly installments of $1,413.5, from March 2023 to March 2029 and a balloon payment of $28,269.2 payable together with the last installment.

20. On March 29, 2021, Kemp Maritime Co. entered into a loan agreement with a bank for an amount of $75,000, in order to refinance one term loan (Note 7) and for general corporate purposes. The facility was drawn down on March 30, 2021. As of December 31, 2022, the outstanding balance of the loan of $64,300 is repayable in 25 variable quarterly installments from March 2023 to March 2029 and a balloon payment of $28,600 payable together with the last installment.

21. On March 29, 2021, Vernes Shipping Co. entered into a loan agreement with a bank for an amount of $14,000, in order to finance the acquisition cost of the vessel Glen Canyon (Note 7). The facility was drawn down on March 31, 2021. On June 21, 2022, following the execution of the agreement of the loan discussed in Note 11.A.36, the Company fully prepaid the then outstanding balance of $12,200 of the loan.

22. On June 1, 2021, Achilleas Maritime Corporation, Angistri Corporation, Fanakos Maritime Corporation, Fastsailing Maritime Co., Lindner Shipping Co., Miko Shipping Co., Saval Shipping Co., Spedding Shipping Co., Tanera Shipping Co., Timpson Shipping Co. and Wester Shipping Co., entered into a loan agreement with a bank for an amount of up to $158,105, in order to partly refinance one term loan and to finance the acquisition cost of the vessels Porto Cheli, Porto Kagio and Porto Germeno (Note 7). The facility was drawn down in four tranches. On June 4, 2021, the Refinancing tranche of $50,105 and Tranche C of $38,000 were drawn down, on June 7, 2021, Tranche A of $35,000 was drawn down and on June 24, 2021, Tranche B of $35,000 was drawn down. On August 12, 2021, the Company prepaid $7,395.1 due to the sale of vessel Venetiko (Note 7), on the then outstanding balance. On October 12, 2021 and October 25, 2021, the Company prepaid $6,531 and $6,136, respectively due to the sale of ZIM Shanghai and ZIM New York (Note 7), on the then outstanding balance. On October 7, 2022, the Company prepaid $6,492, due to the sale of Sealand Illinois (Note 7), on the then outstanding balance. As of December 31, 2022, the outstanding balance of the Refinancing tranche of $14,974.4 is repayable in 14 equal quarterly installments of $989.2 payable from March 2023 to June 2026 and a balloon payment of $1,125.6, payable together with the last installment. As of December 31, 2022, the outstanding balance of Tranche A of $26,000 is repayable in 14 equal quarterly installments of $1,500, from March 2023 to June 2026 and a balloon payment of $5,000 payable together with the last installment. As of December 31, 2022, the outstanding balance of Tranche B of $26,000 is repayable in 14 equal quarterly installments of $1,500, from March 2023 to June 2026 and a balloon payment of $5,000 payable together with the last installment. On February 1, 2022, the then outstanding balance of Tranche C of $34,730 was fully repaid (Note 11.A.33).

23. On June 7, 2021, Novara Shipping Co., Finney Shipping Co., Alford Shipping Co. and Nisbet Shipping Co. entered into a loan agreement with a bank for an amount of up to $79,000, in order to finance the acquisition cost of the vessels Androusa, Norfolk, Gialova and Dyros (Note 7). The first two tranches of the facility of $22,500 each, were drawn on June 10, 2021, the third tranche of $22,500 was drawn on August 25, 2021, while the fourth tranche of $11,500 was drawn on January 18, 2022. As of December 31, 2022, the aggregate outstanding balance $36,360 of the first two tranches, is repayable in 10 variable quarterly installments from March 2023 to June 2025 and a balloon payment of $24,120 in the aggregate, payable together with the last installment. As of December 31, 2022, the outstanding balance of the third tranche of $18,562.5, is repayable in 11 variable quarterly installments from February 2023 to August 2025 with a balloon payment of $10,980, payable together with the last installment. As of December 31, 2022, the outstanding balance of the fourth tranche of $10,120, is repayable in 13 variable quarterly installments from January 2023 to January 2026 with a balloon payment of $4,692, payable together with the last installment.

24. On July 8, 2021, the Company entered into a loan agreement with a bank for an amount of up to $62,500, in order to finance the acquisition cost of the vessels Pegasus, Eracle, Peace, Sauvan, Pride, Acuity, Comity and Athena (Note 7). An aggregate amount of $49,236.3, was drawn during July 2021, an amount of $7,300 was drawn in August 2021 and an amount of $5,963.8 was drawn in October 2021, to finance the acquisition of the eight vessels. As of December 31, 2022, the aggregate outstanding balance of $49,095 is repayable in variable quarterly installments from January 2023 to October 2026 with an aggregate balloon payment of $17,684.5 that is payable together with the respective last installments.

F- 31

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

25. On July 9, 2021, the Company entered into a loan agreement with a bank for an amount of up to $81,500, in order to finance the acquisition cost of the vessels Builder, Adventure, Manzanillo, Alliance, Seabird, Aeolian, Farmer and Greneta (Note 7). Five tranches of the facility with aggregate amount of $44,620 were drawn during July 2021 to finance the acquisition of the first five vessels, one tranche amounting to $12,480 was drawn in August 2021 to finance the acquisition of the vessel Aeolian, one tranche amounting to $13,250 was drawn in October 2021 to finance the acquisition of the vessel Farmer and one tranche amounting to $11,150 was drawn in December 2021 to finance the acquisition of the vessel Greneta. On November 21, 2022, following the execution of the agreement of the loan discussed in Note 11.A.39, the Company fully prepaid the then outstanding balance of $10,220 of the tranche regarding the vessel Greneta. On December 20, 2022, following the execution of the agreement of the loan discussed in Note 11.A.41, the Company fully prepaid the then outstanding balance of $62,788 of the loan.

26. On July 12, 2021, the Company entered into a revolving facility agreement for an amount of up to $24,500, for the purpose of financing general and working capital purposes. The amount of $24,500 was drawn down on July 15, 2021. On November 1, 2021, the Company fully prepaid the outstanding balance of $24,500.

27. On July 16, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $120,000, in order to finance the acquisition cost of the vessels Bernis, Verity, Dawn, Discovery, Clara, Serena, Parity, Taibo, Thunder, Curacao, Equity and Rose (Note 7). Three tranches of the facility with an aggregate amount of $34,200 were drawn during July 2021, to finance the acquisition of the first three vessels, three tranches of the facility with an aggregate amount of $28,050 were drawn during August 2021, to finance the acquisition of the subsequent three vessels, three tranches of the facility with an aggregate amount of $27,600 were drawn during September 2021, to finance the acquisition of the subsequent three vessels and three last tranches of the facility with an aggregate amount of $30,150 were drawn during October and November 2021, to finance the acquisition of the last three vessels. On December 21, 2021, the Company prepaid the amount of $38,844 regarding the tranches of vessels Clara, Rose, Thunder and Equity (Note 11.A.30). On January 7, 2022, the Company prepaid the amount of $51,885 regarding the tranches of vessels Bernis, Verity, Dawn, Discovery and Parity (Note 11.A.31). As of December 31, 2022, the aggregate outstanding balance of $24,387 is repayable in variable quarterly installments from January 2023 to October 2026 with an aggregate balloon payment of $12,570 that is payable together with the respective last installments.

28. On July 27, 2021, Amoroto Marine Corp., Bermeo Marine Corp., Bermondi Marine Corp., Briande Marine Corp., Camarat Marine Corp., Camino Marine Corp., Canadel Marine Corp., Cogolin Marine Corp., Fruiz Marine Corp., Gajano Marine Corp., Gatika Marine Corp., Guernica Marine Corp., Laredo Marine Corp., Onton Marine Corp. and Solidate Marine Corp. amongst others, entered into a hunting license facility agreement with a bank for an amount of up to $125,000, in order to finance the acquisition cost of the vessels Progress, Merida, Miner, Uruguay, Resource, Konstantinos, Cetus, Titan I, Bermondi, Orion, Merchia and Damon (Note 7), as well as the acquisition of further vessels. Two tranches of the facility with an aggregate amount of $18,000 were drawn during August 2021 to finance the acquisition of the first two vessels, four tranches of the facility with an aggregate amount of $32,430 were drawn during September 2021 to finance the acquisition of the subsequent four vessels, one tranche of the facility with an aggregate amount of $7,347 was drawn during October 2021 to finance the acquisition of the vessel Cetus, three tranches of the facility with an aggregate amount of $33,645 were drawn during November 2021 to finance the acquisition of the subsequent three vessels, one tranche of the facility with an amount of $14,100 was drawn in December 2021 to finance the acquisition of the subsequent vessel and one tranche of the facility with an amount of $13,374 was drawn in January 2022 to the finance the acquisition of the last vessel. On April 29, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. prepaid the aggregate amount $38,020 (Note 11.A.35). As of December 31, 2022, the aggregate outstanding balance of $67,882 is repayable in variable quarterly installments from January 2023 to January 2027 with an aggregate balloon payment of $41,926.2 that is payable together with the respective last installments.

29. On September 10, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $150,000 in order to finance part of the acquisition cost of dry bulk vessels. On April 19, 2022, the Company terminated the hunting license facility agreement.

30. On December 10, 2021, Dattier Marine Corp., Dramont Marine Corp., Gassin Marine Corp. and Merle Marine Corp. entered into a loan agreement with a bank for an amount of up to $43,500, in order to refinance the term loan of the vessels Equity, Thunder, Rose and Clara discussed in Note 11.A.27. The facility was drawn down on December 20, 2021. On May 11, 2022, the Dattier Marine Corp. prepaid the amount of $10,645, due to the sale of vessel Thunder (Note 7), on the then outstanding balance. On November 21, 2022, following the execution of the agreement of the loan discussed in Note 11.A.39, the Company prepaid the then outstanding balance of $19,562.5 of the tranches regarding the vessels Clara and Rose. On December 20, 2022, following the execution of the agreement of the loan discussed in Note 11.A.41, the Company fully prepaid the then outstanding balance of $9,390 of the loan.

F- 32

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

31. On December 24, 2021, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. entered into a loan agreement with a bank for an amount of up to $55,000, in order to refinance the term loan of the vessels Bernis, Verity, Dawn, Discovery and Parity discussed in Note 11.A.27. On January 5, 2022, Bernis Marine Corp., Andati Marine Corp., Barral Marine Corp., Cavalaire Marine Corp. and Astier Marine Corp. drew down the aggregate amount of $52,525, in order to refinance in part the term loan discussed in Note 11.A.27. As of December 31, 2022, the aggregate outstanding balance of $47,883.7 is repayable in 17 equal quarterly installments of $1,547.1, from January 2023 to January 2027 and a balloon payment of $21,583 payable together with the last installment.

32. On December 28, 2021, the Company entered into a hunting license facility agreement with a bank for an amount of up to $100,000 in order to finance the acquisition cost of the secondhand dry bulk vessels Pythias, Hydrus, Phoenix, Oracle and Libra (Note 7). During January 2022, the Company drew down the aggregate amount of $56,700. As of December 31, 2022, the aggregate outstanding balance of $52,361 is repayable in variable quarterly installments, from January 2023 to January 2028 with an aggregate balloon payment of $26,807.5 that is payable together with the respective last installments.

33. On January 26, 2022, the Company entered into a loan agreement with a bank for an amount of up to $85,000 in order to refinance the term loan discussed in Note 11.A.9, Tranche C of the term loan discussed in Note 11.A.22 and for general corporate purposes. On January 31, 2022, the Company drew down the amount of $85,000. As of December 31, 2022, the outstanding balance of $62,500 is repayable in 13 variable quarterly installments, from January 2023 to January 2026 and a balloon payment of $19,000 payable together with the last installment.

34. On April 5, 2022, Adstone Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Cromford Marine Corp., Featherstone Marine Corp., Hanslope Marine Corp., Kinsley Marine Corp., Nailstone Marine Corp., Oldstone Marine Corp., Ravenstone Marine Corp., Rocester Marine Corp., Shaekerstone Marine Corp., Silkstone Marine Corp., Snarestone Marine Corp. and Sweptstone Marine Corp. signed a hunting license loan agreement with a bank for an amount of up to $120,000, in order to partly finance the acquisition of the secondhand dry bulk vessel Norma (ex. Magda) (Note 7). On April 11, 2022, Adstone Marine Corp. drew down the amount of $10,800. On December 20, 2022, following the execution of the agreement of the loan discussed in Note 11.A.41, the Company fully prepaid the then outstanding balance of $10,125 of the loan.

35. On April 21, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. entered into a loan agreement with a bank for an amount of up to $40,500 in order to refinance the term loan of the vessels Merida, Bermondi, Titan I and Uruguay discussed in Note 11.A.28 and for general corporate purposes. On April 28, 2022, Amoroto Marine Corp., Bermondi Marine Corp., Camarat Marine Corp. and Cogolin Marine Corp. drew down the amount of $40,500. As of December 31, 2022, the aggregate outstanding balance of $33,700 is repayable in 14 variable quarterly installments, from January 2023 to April 2026 with an aggregate balloon payment of $10,940 that is payable together with the respective last installments.

36. On May 12, 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. signed a syndicated loan agreement for an amount of up to $500,000 in order to partly refinance the term loans discussed in Notes 11.A.4, 11.A.10, 11.A.11, to refinance the term loans discussed in Notes 11.A.14 and 11.A.21, to finance the acquisition cost of one vessel under a financing agreement discussed in Note 11.B.2, to finance the acquisition cost of the four vessels under the finance leases discussed in Note 12 and for general corporate purposes. During June 2022, Benedict Maritime Co., Caravokyra Maritime Corporation, Costachille Maritime Corporation, Navarino Maritime Corporation, Duval Shipping Co., Jodie Shipping Co., Kayley Shipping Co., Madelia Shipping Co., Marina Maritime Corporation, Percy Shipping Co., Plange Shipping Co., Rena Maritime Corporation, Rockwell Shipping Co., Simone Shipping Co., Vernes Shipping Co., Virna Shipping Co. and Uriza Shipping S.A. drew down the aggregate amount of $500,000. As of December 31, 2022, the aggregate outstanding balance of $458,952 is repayable in 18 variable quarterly installments, from March 2023 to June 2027 with an aggregate balloon payment of $89,523.8 that is payable together with the respective last installments.

37. On September 29, 2022, Reddick Shipping Co. and Verandi Shipping Co. signed a loan agreement with a bank for an amount of $46,000 in order to refinance the term loan discussed in Note 11.A.16. On September 30, 2022, Reddick Shipping Co. and Verandi Shipping Co. drew down the amount of $46,000. As of December 31, 2022, the outstanding balance of $43,500 is repayable in 15 variable quarterly installments, from March 2023 to September 2026.

38. On November 11, 2022, Quentin Shipping Co. and Sander Shipping Co. signed a loan agreement with a bank for an amount of $85,000 in order to refinance the term loan discussed in Note 11.A.8. On November 14, 2022, Quentin Shipping Co. and Sander Shipping Co. drew down in two tranches the aggregate amount of $85,000. As of December 31, 2022, the outstanding balance of each tranche of $42,500 is repayable in 32 equal quarterly installments of $1,296.9, from February 2023 to November 2030 and a balloon payment of $1,000 payable together with the last installment.

F- 33

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

39. On November 17, 2022, Greneta Marine Corp., Merle Marine Corp. and Gassin Marine Corp. amongst others, signed a loan agreement with a bank for an amount of $30,000 in order to partly refinance the term loans discussed in Note 11.A.25 and Note 11.A.30. On November 22, 2022, Greneta Marine Corp., Merle Marine Corp. and Gassin Marine Corp. drew down the amount of $30,000. As of December 31, 2022, the aggregate outstanding balance of $30,000 is repayable in 24 variable quarterly installments, from February 2023 to November 2028 with an aggregate balloon payment of $6,273.8 that is payable together with the respective last installment.

40. On December 14, 2022, Bastian Shipping Co., Cadence Shipping Co., Adele Shipping Co., Raymond Shipping Co., Terance Shipping Co., Undine Shipping Co., Tatum Shipping Co., Singleton Shipping Co., Evantone Shipping Co. and Fortrose Shipping Co. signed a loan agreement with a bank for an amount of $322,830 in order to refinance the term loans discussed in Notes 11.A.2, 11.A.5, 11.A.6, 11.A.7 and 11.A.17 and for general corporate purposes. No drawdown had occurred as of *December 31, 2022 (*Note 23(d)).

41. On December 15, 2022, Adstone Marine Corp., Auber Marine Corp., Barlestone Marine Corp., Bilstone Marine Corp., Blondel Marine Corp., Cromford Marine Corp., Dramont Marine Corp., Featherstone Marine Corp., Lenval Marine Corp., Maraldi Marine Corp., Rivoli Marine Corp., Terron Marine Corp. and Valrose Marine Corp. signed a secured floating interest rate loan agreement with a bank for an amount of $120,000 in order to partly refinance the term loans discussed in Notes 11.A.25 and 11.A.30. On December 20, 2022, the amount of $82,885 was drawn down. As of December 31, 2022, the aggregate outstanding balance of $82,885 is repayable in variable quarterly installments, from January 2023 to December 2028 with an aggregate balloon payment of $33,085.7 that is payable together with the respective last installments.

The term loans discussed above bear interest at LIBOR (applicable to all loans discussed above except the loans discussed in Notes 11.A.35, 11.A.36, 11.A.37, 11.A.38, 11.A.39, 11.A.40 and 11.A.41 and the loan discussed in Note 11.A.19 which bears a fixed rate) or Term Secured Overnight Financing Rate (“SOFR”) (applicable to the loans discussed in Notes 11.A.35, 11.A.37, 11.A.38, 11.A.39 and 11.A.41) or Daily Non-Cumulative Compounded SOFR (applicable to the loans discussed in Notes 11.A.36 and 11.A.40), plus a spread and are secured by, inter alia, (a) first-priority mortgages over the financed vessels, (b) first priority assignments of all insurances and earnings of the mortgaged vessels and (c) corporate guarantees of Costamare or its subsidiaries, as the case may be. The loan agreements contain usual ship finance covenants, including restrictions as to changes in management and ownership of the vessels, as to additional indebtedness and as to further mortgaging of vessels, as well as minimum requirements regarding hull Value Maintenance Clauses in the range of 100% to 125%, restrictions on dividend payments if an event of default has occurred and is continuing or would occur as a result of the payment of such dividend and may also require the Company to maintain minimum liquidity, minimum net worth, interest coverage and leverage ratios, as defined.

B. Other Financing Arrangements

1. In August 2018, the Company, through five wholly-owned subsidiaries, entered into five pre and post-delivery financing agreements with a financial institution for the five newbuild containerships (Note 7). The Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606, the advances paid for the vessels under construction are not derecognized and the amounts received are accounted for as financing arrangements. The financing arrangements bear fixed interest and the interest expense incurred for the year ended December 31, 2021 amounted to $465, in the aggregate, and is capitalized in “Vessels and advances, net” in the accompanying 2021 consolidated balance sheet. The total financial liability under these financing agreements is repayable in 121 monthly installments beginning upon vessel delivery date including the amount of purchase obligation at the end of the agreements. As of December 31, 2022 and following the delivery of the five newbuilds (Note 7), the aggregate outstanding amount of their financing arrangements is repayable in various installments from January 2023 to May 2031 including the amount of purchase obligation at the end of each financing agreement. The financing arrangements bear fixed interest and for the year ended December 31, 2022, the interest expense incurred amounted to $17,821, in aggregate, ($16,715 for the year ended December 31, 2021 and $4,191 for the year ended December 31, 2020) and is included in Interest and finance costs in the accompanying 2022 consolidated statement of operations.

2. On November 12, 2018, the Company entered into a Share Purchase Agreement with York (the “York SPA”). As at that date, the Company assumed the financing arrangements that the five ship-owning companies had entered into for their vessels along with the obligation to pay the remaining part of the consideration under the provisions of the Share Purchase Agreement within the next 18 months from the date of the transaction. According to the financing arrangements, the Company is required to repurchase each underlying vessel at the end of the lease and as such it has assessed that under ASC 606 and ASC 840 the assumed financial liability is accounted for as a financing arrangement. The amount payable to York has been accounted for under ASC 480-Distinguishing liabilities from equity and has been measured under ASC 835-30- Imputation of interest in accordance with the interest method. On May 12, 2020, the outstanding amount of the Company’s obligation to York was fully repaid. On June 17, 2022, following the agreement of the loan discussed in Note 11.A.36, the Company prepaid the then outstanding amount of $77,435 under the York SPA in order to acquire the vessel Triton (Note 7). As at December 31, 2022, the aggregate outstanding amount of the four financing arrangements is repayable in various installments from February 2023 to October 2028 and a balloon payment for each of the four financing arrangements of $32,022, payable together with the last installment. The financing arrangements bear fixed interest and for the year ended December 31, 2022, the interest expense incurred amounted to $15,329 ($18,807 for the year ended December 31, 2021 and $28,410 for the year ended December 31, 2020), in aggregate, and is included in Interest and finance costs in the accompanying consolidated statements of operations.

F- 34

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

As of December 31, 2022, the aggregate outstanding balance of the financing arrangements under (1) and (2) above was $678,930.

C. Unsecured Bond Loan (“Bond Loan”)

In May 2021, the Company, through its wholly owned subsidiary, Costamare Participations Plc (the “Issuer”), issued €100 million of unsecured bonds to investors (the “Bond Loan”) and listed the bonds on the Athens Exchange. The Bond Loan will mature in May 2026 and carries a coupon of 2.70%, payable semiannually. The bond offering was completed on May 25, 2021. The trading of the Bonds on the Athens Exchange commenced on May 26, 2021. The net proceeds of the offering were used for the repayment of indebtedness, vessel acquisitions and working capital purposes.

The Bond Loan can be called in part (pro-rata) or in full by the Issuer on any coupon payment date, after the second anniversary and until 6 months prior to maturity. If the Bond Loan 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 Loan for the Issuer, then the Issuer has the right, at any time, to fully prepay the Bond Loan without paying any premium. The Issuer can exercise the early redemption right in part, one or more times, by pre-paying each time a nominal amount of bonds equal to at least €10 million, provided that the remaining nominal amount of the bonds after the early redemption is not lower than €50 million.

As of December 31, 2022, the outstanding balance of the bond amounted to $106,660. For the year ended December 31, 2022, the interest expense incurred amounted to $2,866 ($1,896 for the year ended December 31, 2021) and is included in Interest and finance costs in the accompanying consolidated statements of operations.

The annual repayments under the Term Loans, Other Financing Arrangements and Bond loan after December 31, 2022 are in the aggregate as follows:

Year ending December 31,	Amount
2023	$	325,611
2024		306,246
2025		443,699
2026		486,077
2027		343,568
2028 and thereafter		702,333
Total	$	2,607,534

The interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of derivatives) as at December 31, 2020, 2021 and 2022, was in the range 2.07% - 6.34% ,1.82% - 4.80% and 2.99% - 7.47%, respectively. The weighted average interest rate of Costamare’s Term Loans and Other Financing Arrangements (inclusive of fixed rate Term Loans and the related cost of derivatives) as at December 31, 2020, 2021 and 2022, was 4.1%, 3.3% and 4.9%, respectively.

Total interest expense incurred on long-term debt including the effect of the hedging interest rate swaps (discussed in Notes 18 and 20) and capitalized interest for the years ended December 31, 2020, 2021 and 2022, amounted to $65,497, $74,017 and $104,613, respectively. Of the above amounts, $62,223, $73,552 and $104,613, are included in Interest and finance costs in the accompanying consolidated statements of operations for the years ended December 31, 2020, 2021 and 2022, respectively, whereas in 2020, an amount of $3,274 was capitalized and in 2021 an amount of $465.

F- 35

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

D. Financing Costs

The amounts of financing costs included in the loan balances and finance lease liabilities (Note 12) are as follows:

Balance, January 1, 2021	$	14,080
Additions		18,034
Amortization and write-off		(6,704	)
Transfers and other movements		306
Balance, December 31, 2021	$	25,716
Additions		7,347
Amortization and write-off		(10,255	)
Transfers and other movements		105
Balance, December 31, 2022	$	22,913
Less: Current portion of financing costs		(5,497	)
Financing costs, non-current portion	$	17,416

Financing costs represent legal fees and fees paid to the lenders for the conclusion of the Company’s financing. The amortization and write-off of loan financing costs is included in Interest and finance costs in the accompanying consolidated statements of operations (Note 18).

12. Right-of-Use Assets and Finance Lease Liabilities:

Between January and April 2014, the Company took delivery of the newbuild container vessels MSC Azov, MSC Ajaccio and MSC Amalfi. Upon the delivery of each vessel, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to these vessels by entering into a ten-year sale and leaseback transaction for each container vessel. The shipbuilding contracts were novated to the financial institution for an amount of $85,572 each. On June 18, 2019, Bastian Shipping Co. and Cadence Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition costs of the MSC Ajaccio and the MSC Amalfi (Note 11.A.5). On July 12, 2019 and July 15, 2019, the two above-mentioned subsidiaries repaid the then outstanding lease liability of the two container vessels.

On June 24, 2019, Adele Shipping Co. signed a loan agreement with a bank for the purpose of financing the acquisition cost of the MSC Azov (Note 11.A.6). On July 12, 2019, the Company drew down the amount of $68,000 and on July 18, 2019 the above-mentioned subsidiary repaid the then outstanding lease liability of the container vessel.

On July 6, 2016 and July 15, 2016, the Company agreed with a financial institution to refinance the then outstanding balance of the loans relating to the container vessels MSC Athos and the MSC Athens, by entering into a seven-year sale and leaseback transaction for each vessel. In May 2019, a supplemental agreement was signed to the existing sale and leaseback facility with the financial institution for an additional amount of up to $12,000 in order to finance the installation of scrubbers on the containerships MSC Athens and MSC Athos. In September 2020, after the completion of the scrubber installation on the two vessels, the Company drew down the amount of $12,000 and the repayment of the outstanding liability was extended up to 2026. On May 12, 2022, Jodie Shipping Co. and Kayley Shipping Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the MSC Athens and the MSC Athos (Note 11.A.36). On June 8, 2022, the Company exercised the options to re-purchase the two above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries prepaid the corresponding portion of the then outstanding lease liability. At the same date the Company derecognized the right-of-use assets regarding those vessels amounting to $152,982 and recognized vessels owned with the same amount within Vessels and advances, net.

On June 19, 2017, the Company entered into two seven-year sale and leaseback transactions with a financial institution for the container vessels Leonidio and Kyparissia. On May 12, 2022, Simone Shipping Co. and Plange Shipping Co. signed a syndicated loan agreement for the purpose of financing the acquisition costs of the Leonidio and the Kyparissia (Note 11.A.36). On June 15, 2022, the Company exercised the options to re-purchase the two above-mentioned container vessels (Note 7) and the two above-mentioned subsidiaries prepaid the corresponding portion of the then outstanding lease liability. At the same date, the Company derecognized the right-of-use assets regarding those vessels amounting to $34,924 and recognized vessels owned with the same amount within Vessels and advances, net.

F- 36

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The total value of the vessels, at the inception of the finance lease transactions, was $452,564, in the aggregate. The depreciation charged during the years ended December 31, 2020, 2021 and 2022, amounted to $7,096, $7,489 and $3,284, respectively, and is included in Depreciation in the accompanying consolidated statements of operations. As of December 31, 2021, and 2022, accumulated depreciation amounted to $35,220 and nil, respectively, and is included in Right-of-use assets, in the accompanying consolidated balance sheets. As of December 31, 2021, and 2022, the net book value of the vessels amounted to $191,303 and nil, respectively, and is separately reflected as Right-of-use assets, in the accompanying consolidated balance sheets.

Total interest expenses incurred on finance leases, for the years ended December 31, 2020, 2021 and 2022, amounted to $5,626, $4,661 and $2,109, respectively, and are included in Interest and finance costs in the accompanying consolidated statements of operations.

The total finance lease liabilities, net of related financing costs, are presented in the accompanying December 31, 2021 and 2022 consolidated balance sheet as follows:

	December 31, 2021			December 31, 2022
Finance lease liabilities – current	$	16,858		$	-
Less: current portion of financing costs		(182	)		-
Finance lease liabilities – non-current		99,985			-
Less: non-current portion of financing costs		(296	)		-
Total	$	116,365		$	-

13. Accrued Charter Revenue, Current and Non-Current, Unearned Revenue, Current and Non-Current and Time Charter Assumed, Current and Non-Current:

(a) Accrued Charter Revenue, Current and Non-Current: The amounts presented as current and non-current accrued charter revenue in the accompanying consolidated balance sheets as of December 31, 2021 and 2022, reflect revenue earned, but not collected, resulting from charter agreements providing for varying annual charter rates over their terms, which were accounted for on a straight-line basis at their average rates.

As at December 31, 2021, the net accrued charter revenue, totaling ($22,980), comprises of $7,361 separately reflected in Current assets, $8,183 separately reflected in Non-current assets, and ($38,524) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2021 balance sheet. As at December 31, 2022, the net accrued charter revenue, totaling ($20,349), comprises of $10,885 separately reflected in Current assets, $11,627 separately reflected in Non-current assets, and ($42,861) (discussed in (b) below) included in Unearned revenue in current and non-current liabilities in the accompanying consolidated 2022 balance sheet. The maturities of the net accrued charter revenue as of December 31 of each year presented below are as follows:

Year ending December 31,	Amount
2023	$	2,564
2024		(5,887	)
2025		(12,649	)
2026		(4,377	)
Total	$	(20,349	)

(b) Unearned Revenue, Current and Non-Current: The amounts presented as current and non-current unearned revenue in the accompanying consolidated balance sheets as of December 31, 2021 and 2022, reflect: (a) cash received prior to the balance sheet date for which all criteria to recognize as revenue have not been met and (b) any unearned revenue resulting from charter agreements providing for varying annual charter rates over their term, which were accounted for on a straight-line basis at their average rate. During the year ended December 31, 2022, the amortization of the liability amounted to nil, ($621 and nil for the years ended December 31, 2021 and 2020, respectively) and is included in Voyage revenue in the accompanying consolidated statement of operations.

F- 37

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

	December 31, 2021			December 31, 2022
Hires collected in advance	$	19,173		$	16,906
Charter revenue resulting from varying charter rates		38,524			42,861
Total	$	57,697		$	59,767
Less current portion		(23,830	)		(25,227	)
Non-current portion	$	33,867		$	34,540

(c) Time Charter Assumed, Current and Non-Current: On November 12, 2018, the Company purchased the 60% equity interest it did not previously own, in the companies owning the containerships Triton, Titan, Talos, Taurus and Theseus. Any favorable lease terms associated with these vessels were recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 7.4 years. On March 29, 2021, the Company purchased the 51% equity interest it did not previously own, in the company owning the containership Cape Artemisio (Note 10). Any favorable lease term associated with this vessel was recorded as an intangible asset (“Time charter assumed”) at the time of the acquisition and will be amortized over a period of 4.3 years. As of December 31, 2021 and 2022, the aggregate balance of time charter assumed (current and non-current) was $865 and $667, respectively, and is separately reflected in the accompanying consolidated balance sheets. During the years ended December 31, 2020, 2021 and 2022, the amortization expense of Time charter assumed amounted to $192, ($424) and $198, respectively, and is included in Voyage revenue in the accompanying consolidated statements of operations.

14. Commitments and Contingencies

a) Time charters: As of December 31, 2022, future minimum contractual time charter revenues assuming 365 revenue days per annum per vessel and the earliest redelivery dates possible, based on vessels’ committed, non-cancellable, time charter contracts, are as follows:

Year ending December 31,	Amount
2023	$	832,687
2024		757,998
2025		651,507
2026		374,428
2027		223,638
2028 and thereafter		504,571
Total	$	3,344,829

The above calculation includes the time charter arrangements of the Company’s vessels in operation as at December 31, 2022, but excludes the time charter arrangements of: 16 dry bulk vessels in operation for which their time charter rate is index-linked and seven dry bulk vessels and three container vessels (including the two container vessels held for sale (Note 7) as at December 31, 2022) for which the Company had not secured employment as of December 31, 2022. These arrangements as at December 31, 2022, have remaining terms of up to 105 months.

(b) Capital Commitments: The Company had no capital commitments as of December 31, 2022.

(c) Debt guarantees with respect to entities formed under the Framework Deed: **** As of December 31, 2022 and following the transaction with York discussed in Note 7, Costamare does not guarantee any loan with respect to entities formed under the Framework Deed.

(d) Other: Various claims, suits, and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents or suppliers relating to the Company’s vessels. Currently, management is not aware of any such claims not covered by insurance or of any contingent liabilities, which should be disclosed, or for which a provision has not been 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. Currently, management is not aware of any such claims or contingent liabilities not covered by insurance which should be disclosed or for which a provision should be established in the accompanying consolidated financial statements.

F- 38

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The Company is covered for liabilities associated with the vessels’ operations up to the customary limits provided by the Protection and Indemnity (“P&I”) Clubs, members of the International Group of P&I Clubs.

A subsidiary of the Company and Costamare Shipping are defendants and third-party defendants in lawsuits pending in the United States Court for the Central District of California relating to liabilities associated with damage to a pipeline and an oil spill that occurred in October 2021 off the coast of Long Beach, California. The oil spill was caused by the rupture of a pipeline owned by Amplify Energy Corp. and certain affiliates (“Amplify”). The claimants in the lawsuit allege that a vessel owned by one of the Company’s subsidiaries, the containership Beijing, dragged its anchor across the pipeline many months prior to the rupture, during a severe heavy wind event when numerous other vessels were unable to hold their ground and dragged their anchors, and contributed to the spill. The complaint alleges that a vessel owned by another containership company also dragged its anchor across the pipeline on the same day.

15. Non-controlling Interest

The Company through its wholly owned subsidiary Costamare Bulkers Holdings Limited (“CBHL”), has participated with three other investors (the “Other investors”) in the share capital increase by CBI whereby (i) CBHL became the holder of 100,000,000 common shares of CBI (representing 92.5% of the issued share capital of CBI) in exchange of $100,000 and (ii) the three Other investors acquired, in aggregate, 8,108,108 common shares of CBI (representing 7.5% of the issued share capital of CBI) in exchange of $3,750. On November 14, 2022, CBHL and the Other Investors entered into a shareholders agreement to regulate the operation of CBI. Pursuant to the shareholders agreement, an Other investor can sell its shares in CBI at any time after the earlier of (i) the date that the service contract (Note 3(g)) (the “Service Contract”) of the beneficial owner of that Other investor is terminated without cause by the relevant employer and (ii) November 22, 2025. In the event that the relevant Other investor seeks to sell its shares, according to the terms of the shareholders’ agreement it can do so by: (a) first offering all (and not part) of its shares to the remaining Other investors; (b) if the remaining Other investors don't accept to purchase all the offered shares, secondly by offering its shares to the Company; (c) if the Company does accept to purchase all the offered shares, thirdly by offering the shares to any third party; and (d) if no third party accepts to buy all the offered shares, fourthly by serving notice (the Put Notice) on the Company to purchase the offered shares at a cash price equaling 70% or, in the case the Service Contract was terminated without cause, 100% of their fair market value at the time of such Put Notice. In that case, the Company shall in effect redeem to the relevant Other investor the whole or part of the value of its shares.

Based upon the Company’s evaluation of the redemption provisions concerning redeemable noncontrolling interests as of December 31, 2022, the Company determined that the shareholder agreement contains provisions that require the Company to repurchase the non-controlling equity interest upon occurrence of specific triggering event that is not solely within control of the Company, and as such the Company classified the redeemable non-controlling interest outside of permanent equity. Moreover, the Company determined in accordance with authoritative accounting guidance that it was not probable that an event otherwise requiring redemption of any redeemable noncontrolling interest would occur (i.e., the date for such event was not set or such event is not certain to occur) and therefore the Company concluded that the non-controlling interest is not currently redeemable. Therefore, none of the redeemable noncontrolling interests were identified as mandatorily redeemable interests at such times, and the Company did not record any values in respect of any mandatorily redeemable interests. Therefore, the redeemable non-controlling interest was adjusted only for the portion of comprehensive income (loss) of the period. The changes to redeemable non-controlling interest in subsidiary during the year ended on December 31, 2022, were as follows:

Temporary equity – Redeemable non-controlling interest in subsidiary	Amount
Balance, January 1, 2022	$	-
Initial redeemable non-controlling interest in subsidiary		3,750
Net loss attributable to non-controlling interest		(263	)
Balance, December 31, 2022	$	3,487

F- 39

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

16. Common Stock and Additional Paid-In Capital:

(a) Common Stock: During each of the years ended December 31, 2021 and 2022, the Company issued 598,400 shares at par value of $0.0001 to Costamare Services pursuant to the Services Agreement (Note 3). The fair value of such shares was calculated based on the closing trading price at the date of issuance. There were no share-based payment awards outstanding during the year ended December 31, 2022.

On July 6, 2016, the Company implemented the Plan. The Plan offers holders of Company common stock the opportunity to purchase additional shares by having their cash dividends automatically reinvested in the Company’s common stock. Participation in the Plan is optional, and shareholders who decide not to participate in the Plan will continue to receive cash dividends, as declared and paid in the usual manner. During the year ended December 31, 2021, the Company issued 1,226,066 shares, at par value of $0.0001 to its common stockholders, at an average price of $10.3223 per share. During the year ended December 31, 2022, the Company issued 2,454,909 shares, at par value of $0.0001 to its common stockholders, at an average price of $12.3142 per share.

On November 30, 2021, the Company approved a share repurchase program of up to a maximum $150,000 of its common shares and up to $150,000 of its preferred shares. The timing of repurchases and the exact number of shares to be purchased will be determined by the Company’s management, in its discretion. As of December 31, 2021, no common shares had been repurchased under the share repurchase program. During the year ended December 31, 2022, the Company repurchased, under the share repurchase program, 4,736,702 common shares at an aggregate cost of $60,095.

As of December 31, 2022, the aggregate issued share capital was 127,038,413 common shares at par value of $0.0001. As of December 31, 2022 the issued share capital outstanding after deducting the treasury stock repurchased was 122,301,711 common shares.

(b) Preferred Stock: During the year ended December 31, 2020, the Company repurchased and retired 95,574 preferred shares of all classes in the aggregate, at an average price of $17.63 per share. The face value of the preferred shares was cleared from Additional Paid-in Capital while the gain from this transaction, resulting as the difference between the fair value of the consideration paid and the carrying value of the preferred stock, was posted to retained earnings and added to net income to arrive at income available to common stockholders in the calculation of the earnings per share for the period (Note 17).

(c) Additional Paid-in Capital: The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital include: (i) payments made by the stockholders at various dates to finance vessel acquisitions in excess of the amounts of bank loans obtained, (ii) the difference between the par value of the shares issued in the Initial Public Offering in November 2010 and the offerings in March 2012, October 2012, August 2013, January 2014, May 2015, December 2016, May 2017 and January 2018 and the net proceeds received from the issuance of such shares excluding the shares bought back during the year ended December 31, 2020 and 2022, (iii) the difference between the par value and the fair value of the shares issued to Costamare Shipping and Costamare Services (Note 3), (iv) the difference between the par value of the shares issued under the Plan and (v) the capital contribution resulted from the common control transaction with Longshaw (Note 3).

(d) Dividends declared and / or paid: During the year ended December 31, 2021, the Company declared and paid to its common stockholders $0.10 per common share and, after accounting for shareholders participating in the Plan, the Company paid (i) $9,342 in cash and issued 362,866 shares pursuant to the Plan for the fourth quarter of 2020 and (ii) $9,360 in cash and issued 275,457 shares pursuant to the Plan for the first quarter of 2021 and for the second and third quarters of 2021, the Company declared and paid $0.115 per common share to its common stockholders and, after accounting for shareholders participating in the Plan, the Company paid (iii) $10,755 in cash and issued 322,274 shares pursuant to the Plan for the second quarter of 2021 and (iv) $10,738 in cash and issued 265,469 shares pursuant to the Plan for the third quarter of 2021. During the year ended December 31, 2022, the Company declared and paid to its common stockholders (i) $0.115 per common share and, after accounting for shareholders participating in the Plan, the Company paid $10,745 in cash and issued 274,939 shares pursuant to the Plan for the fourth quarter of 2021, (ii) $0.615 per common share and, after accounting for shareholders participating in the Plan, the Company paid $57,479 in cash and issued 1,420,709 shares pursuant to the Plan for the first quarter of 2022 and for the second and third quarters of 2022, the Company declared and paid $0.115 per common share to its common stockholders and, after accounting for shareholders participating in the Plan, the Company paid (iii) $10,250 in cash and issued 330,961 shares pursuant to the Plan for the second quarter of 2022 and (iv) $10,006 in cash and issued 428,300 shares pursuant to the Plan for the third quarter of 2022.

F- 40

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2021, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2020 to *January 14, 2021, (*ii) $939, or $0.476563 per share for the period from January 15, 2021 to *April 14, 2021, (*iii) $939, or $0.476563 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $939, or $0.476563 per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, the Company declared and paid to its holders of Series B Preferred Stock (i) $939, or $0.476563 per share for the period from October 15, 2021 to *January 14, 2022, (*ii) $939, or $0.476563 per share for the period from January 15, 2022 to *April 14, 2022, (*iii) $939, or $0.476563 per share, for the period from April 15, 2022 to July 14, 2022 and (iv) $939, or $0.476563 per share, for the period from July 15, 2022 to October 14, 2022.

During the year ended December 31, 2021, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2020 to *January 14, 2021, (*ii) $2,111, or $0.531250 per share for the period from January 15, 2021 to *April 14, 2021, (*iii) $2,111, or $0.531250 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,111, or $0.531250 per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, the Company declared and paid to its holders of Series C Preferred Stock (i) $2,111, or $0.531250 per share for the period from October 15, 2021 to *January 14, 2022, (*ii) $2,111, or $0.531250 per share for the period from January 15, 2022 to *April 14, 2022, (*iii) $2,111, or $0.531250 per share, for the period from April 15, 2022 to July 14, 2022 and (iv) $2,111, or $0.531250 per share, for the period from July 15, 2022 to October 14, 2022.

During the year ended December 31, 2021, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2020 to *January 14, 2021, (*ii) $2,180, or $0.546875 per share for the period from January 15, 2021 to *April 14, 2021, (*iii) $2,180, or $0.546875 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,180, or $0.546875 per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, the Company declared and paid to its holders of Series D Preferred Stock (i) $2,180, or $0.546875 per share for the period from October 15, 2021 to *January 14, 2022, (*ii) $2,180, or $0.546875 per share for the period from January 15, 2022 to *April 14, 2022, (*iii) $2,180, or $0.546875 per share, for the period from April 15, 2022 to July 14, 2022 and (iv) $2,180, or $0.546875 per share, for the period from July 15, 2022 to October 14, 2022.

During the year ended December 31, 2021, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2020 to *January 14, 2021, (*ii) $2,537, or $0.554688 per share for the period from January 15, 2021 to *April 14, 2021, (*iii) $2,537, or $0.554688 per share, for the period from April 15, 2021 to July 14, 2021 and (iv) $2,537, or $0.554688 per share, for the period from July 15, 2021 to October 14, 2021. During the year ended December 31, 2022, the Company declared and paid to its holders of Series E Preferred Stock (i) $2,537, or $0.554688 per share for the period from October 15, 2021 to *January 14, 2022, (*ii) $2,537, or $0.554688 per share for the period from January 15, 2022 to *April 14, 2022, (*iii) $2,537, or $0.554688 per share, for the period from April 15, 2022 to July 14, 2022 and (iv) $2,537, or $0.554688 per share, for the period from July 15, 2022 to October 14, 2022.

17. Earnings per share

All common shares issued are Costamare common stock and have equal rights to vote and participate in dividends. Profit or loss attributable to common equity holders is adjusted by the contractual amount of dividends on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock that should be paid for the period. Dividends paid or accrued on Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock during the years ended December 31, 2020, 2021 and 2022, amounted to $31,082, $31,068 and $31,068, respectively.

F- 41

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

	****	For the year ended December 31,
	2020			2021			2022
	Basic LPS			Basic EPS			Basic EPS
Net income	$	8,877		$	435,121		$	554,692
Less: Net loss attributable to the non-controlling interest		-			-			263
Net income attributable to Costamare Inc.		8,877			435,121			554,955
Less: paid and accrued earnings allocated to Preferred Stock		(31,082	)		(31,068	)		(31,068	)
Add: gain from retirement of Preferred Stock		619			-			-
Net income / (loss) available to common stockholders	****	(21,586	)	****	404,053		****	523,887
Weighted average number of common shares, basic and diluted		120,696,130			123,070,730			122,964,358
Earnings / (losses) per common share, basic and diluted	$	(0.18	)	$	3.28		$	4.26

18. Interest and Finance Costs:

The Interest and finance costs in the accompanying consolidated statements of operations are as follows:

	For the year ended December 31,
	2020			2021			2022
Interest expense	$	66,526		$	72,261		$	107,205
Interest capitalized		(3,274	)		(465	)		-
Derivatives’ effect		1,323			6,417			(483	)
Amortization and write-off of financing costs		3,645			6,520			10,255
Amortization of excluded component related to cash flow hedges		-			-			1,286
Bank charges and other financing costs		482			1,314			3,970
Total	$	68,702		$	86,047		$	122,233

19. Taxes:

Under the laws of the countries of incorporation for the vessel-owning companies and/or of the countries of registration of the vessels, the companies are not subject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in Vessel operating expenses in the accompanying consolidated statements of operations.

The vessel-owning companies with vessels that have called on the United States during the relevant year of operation are obliged to file tax returns with the Internal Revenue Service. The applicable tax is 50% of 4% of U.S.-related gross transportation income unless an exemption applies. Management believes that, based on current legislation the relevant vessel-owning companies are entitled to an exemption under Section 883 of the Internal Revenue Code of 1986, as amended.

20. Derivatives:

(a) Interest rate and Cross-currency swaps and interest rate caps that meet the criteria for hedge accounting: The Company manages its exposure to floating interest rates and foreign currencies by entering into interest rate swaps, interest rate caps and cross-currency rate swap agreements with varying start and maturity dates.

The interest rate swaps are designed to hedge the variability of interest cash flows arising from floating rate debt, attributable to movements in three-month or six-month USD LIBOR or SOFR. According to the Company’s Risk Management Accounting Policy, after putting in place the formal documentation at the inception of the hedging relationship, as required by ASC 815, following the adoption of ASU 2017-12, these interest rate derivatives instruments qualified for hedge accounting. The change in the fair value of the interest rate derivative instruments that qualified for hedge accounting is recorded in “Accumulated Other Comprehensive Income” and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings and is presented in Interest and finance costs. The change in the fair value of the interest rate derivative instruments that did not qualify for hedge accounting is recorded in Gain / (Loss) on derivative instruments.

F- 42

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2022, the Company entered into a series of eight interest rate cap agreements with a facility counterparty relating to the loan discussed in Note 11.A.24, with a total notional amount of $54,784 to limit the maximum interest rate on the variable-rate debt of the mentioned loan and limit exposure to interest rate variability when three-month LIBOR exceeds 1.50%. Furthermore, during the same period, the Company entered into a series of 12 interest rate cap agreements with other counterparties relating to the loans discussed in Notes 11.A.6, 11.A.22, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36, with a total notional amount of $562,285 to limit the maximum interest rate on the variable-rate debt of the mentioned loans and limit exposure to interest rate variability when three-month LIBOR or SOFR exceeds 3.00%. The interest rate caps were accounted for as cash flow hedges because they are expected to be highly effective in hedging exposure to variable rate interest payments under the loans discussed in Notes 11.A.6, 11.A.22, 11.A.24, 11.A.27, 11.A.28, 11.A.31, 11.A.32 and 11.A.36. The Company assessed at the inception of these interest rate caps that only intrinsic value shall be included in the assessment of hedge effectiveness. The Company paid a premium of $12,948 in aggregate, representing the time value of the interest rate caps at their inception. The time value has been excluded from the assessment of hedge effectiveness and is being recognized in earnings using a systematic and rational method over the duration of the respective interest rate caps. Changes in the fair value of the interest rate caps are reported within Accumulated other comprehensive income. The interest rate caps mature during the period from July 2024 to January 2028. The fair value of these interest rate cap derivative instruments outstanding as of December 31, 2022 amounted to an asset of $24,939, and is included in the Fair value of derivatives current and non-current in the accompanying December 31, 2022 consolidated balance sheet.

During the year ended December 31, 2022, the Company entered into two interest rate swap agreements with an aggregate notional amount of $85,000, which both met hedge accounting criteria according to ASC 815.

During the year ended December 31, 2021, the Company entered into three interest rate swap agreements with an aggregate notional amount of $225,000, which met hedge accounting criteria according to ASC 815. Furthermore, during the year ended December 31, 2021, the Company entered into two cross-currency swap agreements, which converted the Company’s variability of the interest and principal payments in Euro into USD functional currency cash flows with respect to the Unsecured Bond (Note 11(c)), in order to hedge its exposure to fluctuations deriving from Euro. The two cross-currency swaps are designated as cash flow hedging Instruments for accounting purposes.

As of December 31, 2022, the notional amount of the two cross-currency swaps was $122,375 in the aggregate. The principal terms of the two cross-currency swap agreements are as follows:

Effective date	Termination date	Notional<br> <br>amount<br> <br>(Non-amortizing)<br> <br>on effective<br> <br>date in Euro		Fixed rate<br> <br>(Costamare<br> <br>receives in<br> <br>Euro)
21/5/2021	21/11/2025	€	50,000		2.70	%	%	)
25/5/2021	21/11/2025	€	50,000		2.70	%	%	)
		****	****	****	****	****	****	)

All values are in US Dollars.

At December 31, 2021 and 2022, the Company had interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements with an outstanding notional amount of $569,177 and $1,094,930 respectively. The fair value of these derivatives outstanding as at December 31, 2021 and 2022 amounted to a net liability of $10,882 and a net asset of $44,918, respectively, and these are included in the accompanying consolidated balance sheets. The maturity of these derivatives range between July 2024 and March 2031.

The estimated net amount that is expected to be reclassified within the next 12 months from Accumulated Other Comprehensive Income / (Loss) to earnings in respect of the settlements on interest rate swap, cross-currency rate swap and interest rate cap amounts to $22,729.

F- 43

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

(b) Interest rate swaps/ interest rate caps/ cross currency swaps that do not meet the criteria for hedge accounting: As of December 31, 2022, the Company did not hold any interest rate swaps or interest rate caps or cross currency swaps that do not qualify for hedge accounting.

(c) Foreign currency agreements: As of December 31, 2022, the Company was engaged in 36 Euro/U.S. dollar forward agreements totaling $108,600 at an average forward rate of Euro/U.S. dollar 1.0690, expiring in monthly intervals up to December 2025.

As of December 31, 2022, the Company through CBI was engaged in eight Singapore dollar/U.S. dollar forward agreements totaling $7,336 at an average forward rate of Singapore dollar/U.S. dollar 1.3411, with settlements up to December 2023.

As of December 31, 2021, the Company was engaged in six Euro/U.S. dollar forward agreements totaling $15,000 at an average forward rate of Euro/U.S. dollar 1.1668, expiring in monthly intervals up to June 2022.

The total change of forward contracts fair value for the year ended December 31, 2022, was a gain of $2,784 (gain of $337 for the year ended December 31, 2020 and loss of $866 for the year ended December 31, 2021) and is included in Gain / (Loss) on derivative instruments, net in the accompanying consolidated statements of operations. The fair value of the forward contracts as at December 31, 2021 and December 31, 2022, amounted to a liability of $406 and an asset of $2,379, respectively.

(d) Forward Freight Agreements (“FFAs”) and Bunker swap agreements: As of December 31, 2022, the Company had six FFAs and one bunker swap agreement, none of which qualify for hedge accounting. The fair value of these derivatives outstanding as of December 31, 2022 amounted to a net asset of $96.

The Effect of Derivative Instruments for the years ended
December 31, 2020, 2021 and 2022
Derivatives in ASC 815 Cash Flow Hedging Relationships
	Amount of Gain / (Loss) Recognized in<br> <br>Accumulated OCI on Derivative
	2020			2021			2022
Interest rate swaps and cross-currency swaps	$	(8,129	)	$	(754	)	$	36,591
Interest rate caps (included component)		-			-			4,495
Interest rate caps (excluded component)^(1)^		-			-			6,700
Reclassification to Interest and finance costs		1,323			6,417			(483	)
Reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs		-			-			1,286
Amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to Depreciation		63			63			63
Total	$	(6,743	)	$	5,726		$	48,652

^(1)^ Excluded component represents interest rate caps instruments time value.

F- 44

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

Derivatives Not Designated as Hedging Instruments<br> <br>under ASC 815
	Location of Gain / (Loss)<br> <br>Recognized in Income on Derivative	Amount of Gain / (Loss)<br> <br>Recognized in Income<br> <br>on Derivative
		2020			2021			2022
Non-hedging interest rate swaps	Gain / (loss) on derivative instruments, net	$	(2,283	)	$	(380	)	$	(182	)
Forward Freight Agreements	Gain / (loss) on derivative instruments, net		-			-			108
Bunker swap agreements	Gain / (loss) on derivative instruments, net		-			-			(12	)
Forward currency contracts	Gain / (loss) on derivative instruments, net		337			(866	)		2,784
Total		$	(1,946	)	$	(1,246	)	$	2,698

21. Financial Instruments:

(a) Interest rate risk: The Company’s interest rates and loan repayment terms are described in Note 11.

(b) Concentration of credit risk: Financial instruments which potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, accounts receivable, net (included in current and non-current assets), equity method investments and derivative contracts (interest rate swaps, interest rate caps, cross-currency rate swaps, foreign currency contracts, FFAs and bunkers swap agreements). The Company places its cash and cash equivalents, consisting mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by the counterparties to its derivative instruments; however, the Company limits its exposure by diversifying among counterparties with high credit ratings. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ and investees’ financial condition, receives charter hires in advance and generally does not require collateral for its accounts receivable.

(c) Fair value: The carrying amounts reflected in the accompanying consolidated balance sheet of financial assets and accounts payable approximate their respective fair values due to the short maturity of these instruments. The fair value of long-term bank loans with variable interest rates approximates the recorded values, generally due to their variable interest rates. The fair value of other financing arrangements with fixed interest rates discussed in Note 11.B and the term loan with fixed interest rates discussed in Note 11.A.19, the fair value of the interest rate swap agreements, the cross-currency rate swap agreements, the interest rate cap agreements, the foreign currency agreements, the FFAs and the bunker swap agreement discussed in Note 20 are determined through Level 2 of the fair value hierarchy as defined in FASB guidance for Fair Value Measurements and are derived principally from publicly available market data and in case there is no such data available, interest rates, yield curves and other items that allow value to be determined.

The fair value of the Company’s other financing arrangements with fixed interest rates discussed in Note 11.B determined through Level 2 of the fair value hierarchy as of December 31, 2022, amounted to $600,416 in the aggregate ($789,687 in the aggregate at December 31, 2021). The fair value of the term loan with fixed interest rates discussed in Note 11.A.19, determined through Level 2 of the fair value hierarchy as of December 31, 2022, amounted to $116,311 ($137,926 at December 31, 2021).The fair value of the Company’s other financing arrangements (Note 11.B ) and the term loan with fixed interest rates discussed in Note 11.A.19, are estimated based on the future swap curves currently available and remaining maturities as well as taking into account the Company’s creditworthiness.

The fair value of the interest rate swap agreements, cross-currency rate swap agreements and interest rate cap agreements discussed in Note 20(a) and (b) equates to the amount that would be paid or received by the Company to cancel the agreements. As at December 31, 2021 and 2022, the fair value of these derivative instruments in aggregate amounted to a net liability of $10,882 and a net asset of $44,918, respectively.

The fair value of the forward currency contracts discussed in Note 20(c) and the forward freight agreements and bunker swap agreements discussed in Note 20(d) determined through Level 2 of the fair value hierarchy as at December 31, 2021 and December 31, 2022, amounted to a liability of $406 and a net asset of $2,475, respectively.

The fair value of the Bond Loan discussed in Note 11.C determined through Level 1 of the fair value hierarchy as at December 31, 2022, amounted to $102,394 ($113,260 at December 31, 2021).

F- 45

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

The following tables summarize the hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique on a recurring basis as of the valuation date:

	December 31,<br> <br>2021			Quoted Prices in<br> <br>Active Markets for<br> <br>Identical Assets<br> <br>(Level 1)		Significant<br> <br>Other<br> <br>Observable<br> <br>Inputs<br> <br>(Level 2)			Unobservable<br> <br>Inputs<br> <br>(Level 3)
Recurring measurements:	****	****	****	****	****	****	****	****	****	****
Forward currency contracts-liability position	$	(406	)	$	-	$	(406	)	$	-
Interest rate swaps-liability position		(4,145	)		-		(4,145	)		-
Interest rate swaps-asset position		3,429			-		3,429			-
Cross-currency rate swaps-liability position		(10,166	)		-		(10,166	)		-
Total	$	(11,288	)	$	-	$	(11,288	)	$	-
	December 31,<br> <br>2022			Quoted Prices in<br> <br>Active Markets for<br> <br>Identical Assets<br> <br>(Level 1)		Significant<br> <br>Other<br> <br>Observable<br> <br>Inputs<br> <br>(Level 2)			Unobservable<br> <br>Inputs<br> <br>(Level 3)
---	---	---	---	---	---	---	---	---	---	---
Recurring measurements:	****	****	****	****	****	****	****	****	****	****
Forward currency contracts-asset position	$	2,379		$	-	$	2,379		$	-
Forward Freight Agreements-asset position		108			-		108			-
Bunker swap agreements-liability position		(12	)		-		(12	)		-
Interest rate swaps-asset position		35,877			-		35,877			-
Interest rate caps-asset position		24,939			-		24,939			-
Cross-currency rate swaps-liability position		(15,898	)		-		(15,898	)		-
Total	$	47,393		$	-	$	47,393		$	-

Assets measured at fair value on a non-recurring basis:

During the year ended *December 31, 2020,*five container vessels were recorded at fair value as their future undiscounted net operating cash flows were less than their carrying amount. The fair values of these five vessels amounting to $30,500 in aggregate, were determined through Level 2 inputs of the fair value hierarchy.

During the year ended *December 31, 2022,*four dry bulk vessels were recorded at fair value as their future undiscounted net operating cash flows were less than their carrying amount. The fair values of these four vessels amounting to $1,691 in aggregate, were determined through Level 2 inputs of the fair value hierarchy.

22. Comprehensive Income:

During the year ended December 31, 2020 , Accumulated other comprehensive loss increased with net losses of $6,743 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (loss of $8,129), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $1,323) and (ii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63).

During the year ended December 31, 2021, Accumulated other comprehensive loss decreased with net gains of $5,726 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $382), net of the settlements to net income of derivatives that qualify for hedge accounting (gain of $6,417), (ii) the effective portion of changes in fair value of cash flow hedges (loss of $1,136) and (iii) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63).

F- 46

COSTAMARE INC.

Notes to Consolidated Financial Statements

December 31, 2020, 2021 and 2022

(Expressed in thousands of U.S. dollars, except share and per share data, unless otherwise stated)

During the year ended December 31, 2022, Accumulated other comprehensive income increased with net gains of $48,652 relating to (i) the change of the fair value of derivatives that qualify for hedge accounting (gain of $49,137), plus the settlements to net income of derivatives that qualify for hedge accounting (loss of $2,702), (ii) the effective portion of changes in fair value of cash flow hedges (gain of $868), (iii) reclassification of amount excluded from the interest rate caps assessment of hedge effectiveness based on an amortization approach to Interest and finance costs (gain of $1,286) and (iv) the amounts reclassified from Net settlements on interest rate swaps qualifying for hedge accounting to depreciation ($63).

23. Subsequent Events:

(a)	Declaration and payment of dividends (common stock): On January 2, 2023, the Company declared a dividend of $0.115 per share on the common stock, which was paid on February 7, 2023, to holders of record of common stock as of January 20, 2023.
(b)	Declaration and payment of dividends (preferred stock Series B, Series C, Series D and Series E): On January 2, 2023, the Company declared a dividend of $0.476563 per share on the Series B Preferred Stock, $0.531250 per share on the Series C Preferred Stock, $0.546875 per share on the Series D Preferred Stock and $0.554688 per share on the Series E Preferred Stock, which were all paid on January 17, 2023 to holders of record as of January 13, 2023.
---	---
(c)	Vessels’ sale: On January 9, 2023, based on a Memorandum of Agreement the Company entered into on September 17, 2022 , the container vessel Maersk Kalamata was delivered to her buyers (Note 7). On February 23, 2023, based on a Memorandum of Agreement the Company entered into on September 17, 2022 , the container vessel Sealand Washington was delivered to her buyers (Note 7). On February 23, 2023, the Company agreed to sell the dry bulk vessel Taibo, which will be delivered to her buyers in the second quarter of 2023. On March 17, 2023, the Company agreed to sell the dry bulk vessel Miner which was delivered to her buyers on March 31, 2023.
---	---
(d)	Drawdowns of loan facilities: (i) On January 4, 2023, Bastian Shipping Co., Cadence Shipping Co., Evantone Shipping Co. and Fortrose Shipping Co. drew down the aggregate amount of $130,180 related to the term loan discussed in Note 11.A.40 in order to refinance two term loan discussed in Notes 11.A.5 and 11.A.17 and for general corporate purposes. (ii) On January 9, 2023, Adele Shipping Co., Tatum Shipping Co. and Singleton Shipping Co., drew down the aggregate amount of $82,700 related to the term loan discussed in Note 11.A.40 in order to refinance two term loan discussed in Notes 11.A.2 and 11.A.6 and for general corporate purposes. (iii) On January 11, 2023, Raymond Shipping Co., Terance Shipping Co. and Undine Shipping Co. drew down the aggregate amount of $109,950 related to the term loan discussed in Note 11.A.40 in order to refinance the term loan discussed in Note 11.A.7 and for general corporate purposes.
---	---
(e)	Contingencies –Other: In relation to a case discussed in Note 14(d), on February 8, 2023, the Company’s subsidiary, together with the other containership company, reached an agreement to resolve a putative class action claim for economic losses and property damage allegedly incurred by individuals and businesses affected by the oil spill, which is subject to court approval. On February 27, 2023, the Company’s subsidiary, together with the other containership company, reached an agreement to resolve claims asserted by Amplify and subrogation claims by Amplify’s property damage and loss of production insurers. In connection with these settlements, neither the Company’s subsidiary or Costamare Shipping have admitted liability. The Company believes that any payments that will be required under these settlement agreements will be fully covered by insurance.
---	---
(f)	Investment in Lease Financing Business : In March 2023 the Company, through a wholly owned subsidiary, acquired from unrelated third parties, controlling interest of Neptune Maritime Leasing Limited (“Neptune”), which was originally established to acquire, own and bareboat charter vessels through its wholly-owned subsidiaries. Pursuant to the shareholders’ agreement, the Company received a special share in Neptune which carries 75% of the voting rights in Neptune and agreed to invest up to $200,000. As of the acquisition date the assets under Neptune investment portfolio consist of one container and three dry bulk vessels which are under bareboat charter agreements and Management presently does not consider it a material business combination.
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F-47

EXHIBIT 2.1

DESCRIPTION OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES

EXCHANGE ACT OF 1934

Costamare Inc. has five classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our Common Stock and our Series B, C, D and E Preferred Stock (together, the “Preferred Stock”) (each as defined below).

The following summarizes the material terms of the Common Stock and Preferred Stock of Costamare Inc. (the “Company”) as set forth in the Company’s Amended and Restated Articles of Incorporation and the Statements of Designations for the Series B, C, D and E Preferred Stock, respectively, (collectively, the “Charter”) and the Company’s Amended and Restated Bylaws (the “Bylaws”). While we believe that the following description covers the material terms of such securities, such summary may not contain all of the information that may be important to you and is subject to, and qualified in its entirety by, reference to the Charter and the Bylaws, each of which is filed as an exhibit to the 20-F of which this Exhibit 2.1 is a part. As used herein, unless otherwise expressly stated or the context otherwise requires, the terms “Company”, “we”, “our” and “us” refer to Costamare Inc.

General

We are incorporated under the laws of the Republic of the Marshall Islands. The rights of shareholders are governed by the Marshall Islands Business Corporations Act (the “BCA”), the Charter and the Bylaws.

Authorized Stock

Under the Charter, our authorized shares of capital stock consist of 1,000,000,000 shares of Common Stock, par value $0.0001 per share, of which, as of December 31, 2022: 122,301,711 shares were issued and outstanding, and 100,000,000 shares of Preferred Stock, par value $0.0001 per share, issuable in series of which, as of December 31, 2022: no shares of Series A Preferred Stock were issued and outstanding; 2,000,000 shares of Series B Preferred Stock were issued and 1,970,649 are outstanding; 4,000,000 shares of Series C Preferred Stock were issued and 3,973,135 are outstanding; 4,000,000 shares of Series D Preferred Stock were issued and 3,986,542 are outstanding; and 4,600,000 shares of Series E Preferred Stock were issued and 4,574,100 are outstanding. All of our shares of stock are in registered form.

Common Stock

Voting Rights

Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of shareholders.

Dividends

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 our board of directors out of funds legally available for dividends.

Liquidation Rights

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.

Other Matters

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 Charter or Bylaws discriminating against a shareholder because of his or her ownership of a particular number of shares.

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 Charter or Bylaws.

Preferred Stock

Voting Rights

Holders of the Preferred Stock generally have no voting rights except (1) in respect of amendments to the Articles of Incorporation which would adversely alter the preferences, powers or rights of the Preferred Stock; (2) in the event that the Company proposes to issue any parity stock, if the cumulative dividends payable on outstanding Preferred Stock are in arrears, or any senior stock; or (3) as otherwise provided in the BCA. However, if and whenever dividends payable on the Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, holders of Preferred Stock (for this purpose the Series B, Series C, Series D and Series E Preferred Stock will vote together as a single class with all other classes or series of parity stock upon which like voting rights have been conferred and are exercisable) will be entitled to elect one additional director to serve on our board of directors, and the size of our board of directors will be increased as needed to accommodate such change (unless the size of our board of directors already has been increased by reason of the election of a director by holders of parity stock upon which like voting rights have been conferred and with which the Preferred Stock voted as a class for the election of such director). The right of such holders of Preferred Stock to elect a member of our board of directors will continue until such time as all accumulated and unpaid dividends on the Preferred Stock have been paid in full.

Dividends

Holders of Preferred Stock are entitled to receive, when, as and if declared by our board of directors out of legally available funds for such purpose, cumulative cash dividends.

The dividend rate for the Series B Preferred Stock is 7.625% per annum per $25.00 of liquidation preference per share. The dividend rate for the Series C Preferred Stock is 8.50% per annum per $25.00 of liquidation preference per share. The dividend rate for the Series D Preferred Stock is 8.75% per annum per $25.00 of liquidation preference per share. The dividend rate for the Series E Preferred Stock is 8.875% per annum per $25.00 of liquidation preference per share. These dividend rates are not subject to adjustment.

Liquidation Rights

Preferred Stock is senior to our Common Stock and to each other class or series of capital stock established after the original issue date of each class of Preferred Stock that is expressly junior to the Preferred Stock or any parity stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Each class of Preferred Stock is pari passu with the other classes of Preferred Stock that is not expressly subordinated or senior to the Preferred Stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Preferred Stock is junior to all of our indebtedness and other liabilities with respect to assets available to satisfy claims against us and each other class or series of capital stock made senior to the Preferred Stock as to the payment of dividends and amounts payable upon liquidation, dissolution or winding up, whether voluntary or involuntary.

Other Matters

The Preferred Stock will not be convertible into Common Stock or other of our securities and will not have exchange rights or be entitled or subject to any preemptive or similar rights. At a specified date in the future, each class of Preferred Stock may be redeemed, at the Company’s option, in whole or from time to time in part, at a redemption price in cash equal to $25.00 per share plus an amount equal to all accumulated and unpaid dividends thereon to the date of redemption, whether or not declared.

Stockholder Rights Plan

On October 19, 2010, the Company adopted a shareholder rights plan that authorizes the issuance to our existing stockholders 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.

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 $25.00 per unit, subject to specified adjustments. The rights are issued pursuant to a stockholder rights agreement between us and American Stock Transfer & Trust Company, as rights agent. Until a right is exercised, the holder of such right will have no rights to vote or receive dividends or any other shareholder rights.

For a complete description of these rights, we encourage you to read the stockholder rights agreement, which the Company has filed as an exhibit to the 20-F of which this Exhibit 2.1 is a part.

Charter and Bylaws

Classified Board of Directors

The Company’s amended and restated articles of incorporation, as further amended through the date hereof, provides 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.

Exhibit 4.14

Dated 14 March 2023
SNOW WHITE INVESTMENTS LIMITED	(1)
---	---
INTERNATIONAL MARITIME HOLDINGS A.G.	(2)
CODRUS CAPITAL A.G.	(3)
THE INDIVIDUAL INVESTORS	(4)
COSTAMARE MARITIME FINANCE LIMITED	(5)
and
NEPTUNE MARITIME LEASING LIMITED	(6)

AMENDED AND RESTATED SUBSCRIPTION AND

SHAREHOLDERS' AGREEMENT RELATING TO

NEPTUNE MARITIME LEASING LIMITED

Contents

Clause		Page
1	Definitions and interpretation	2
2	Structure and initial and future subscriptions	11
3	Completion	11
4	Warranties	12
5	Business of the Company and Business Planning	14
6	Calls and the Preferred Shareholders' commitment to make Capital Contributions	14
7	Key Person changes	19
8	The Board	19
9	Ordinary Shareholders' meetings	22
10	Matters requiring relevant Shareholders’ Consent	23
11	Deadlock provisions	23
12	Pre-emption on allotment or issue of New Voting Securities	25
13	Rights attaching to the Shares	26
14	Distributions	26
15	Dealings with and transfers of Shares	26
16	Exit Transactions and duration	27
17	Compulsory transfer	27
18	Rights to information and confidentiality	29
19	Parties bound	31
20	Assignability and amendments	31
21	Not a partnership	31
22	This Agreement to prevail over the Articles	32
23	Entire Agreement	32
24	Further assurance	32
25	Announcements	32
26	Releases, waivers and remedies	32
27	Severability	33
28	Counterparts	33
29	Termination	33
30	Injunctions and specific performance	33
31	Costs	33
32	Rights of third parties	34
33	Notices	34
34	Governing law	36
35	Jurisdiction	36
36	Service of process	36
37	Data Protection	37

Schedule 1 The Reserved Matters	38
Part 1 Class A Reserved Matters	38
Part 2 Class B Reserved Matters	38
Part 3 Class C Reserved Matters	39
Schedule 2 Preferred Shareholders Reserved Matters	40
Schedule 3 Deed of Adherence	41
Schedule 4 Fair Market Value	42
Schedule 5 Completion of sale and purchase of Shares	44
Schedule 6 Form of Call Notice	45
Schedule 7 Privacy Notice	46

Agreed Form Documents:

Annual Budget

Articles

Business Plan

THIS AGREEMENT is dated 14 March 2023 and is made between:

(1)	SNOW WHITE INVESTMENTS LIMITED, a company incorporated under the laws of Jersey with registration number 133542 whose registered office is at 44 Esplanade, St Helier,<br> Jersey JE1 3FG (the Initial Sponsor);
(2)	INTERNATIONAL MARITIME HOLDINGS A.G., a company incorporated under the laws of Switzerland with registration number CHE-456.471.543 whose registered office<br> is at Bahnhofstrasse 7, 6300 Zug, Switzerland (the KP Investor);
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(3)	CODRUS CAPITAL A.G., a company incorporated under the laws of Switzerland with registration number CHE-443.740.768 whose registered office is at Bahnhofstrasse 7, 6300 Zug, Switzerland (the Other KP Investor);
---	---
(4)	STEPHEN ASPLIN of Apollolaan 24, 1077BA Amsterdam, Netherlands (SA);
---	---
(5)	KONSTANTINOS KARAMANIS of Markou Botsari 30, 15237 Filothei, Greece (KK and together with SA the Individual Investors);
---	---
(6)	COSTAMARE MARITIME FINANCE LIMITED, a company incorporated under the laws of the Republic of Cyprus with registration number 441269 whose registered office is at 28 San Sousi, 2^nd^ Floor, 2003 Nicosia, Cyprus (the New Investor); and
---	---
(7)	NEPTUNE MARITIME LEASING LIMITED, a company incorporated under the laws of Jersey with registration number 134316 whose registered office is at<br> Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR (the Company).
---	---

WHEREAS:

(A)	The Company was incorporated on 12 March 2021 and has been established as a Jersey Private Fund and a Professional Investor Regulated Scheme, for the purposes of establishing a joint venture between the Initial<br> Sponsor, the KP Investor and other investors for the acquisition and ownership of vessels through wholly-owned subsidiaries and the leasing of such vessels.
(B)	Pursuant to the terms and conditions of a Subscription and Shareholders Agreement taking effect on 1 April 2021 (the Old Agreement):
---	---
(a)	the KP Investor was issued A Shares;
---	---
(b)	the Initial Sponsor was issued B Shares and agreed to provide up to US$30,000,000 (thirty million dollars) of further funding to the Company by subscribing for Preferred Shares; and
---	---
(c)	each of the Other KP Investor and the Individual Investors agreed to provide up to US$1,000,000 (one million dollars) (US$3,000,000 (three million dollars) in aggregate) of further funding to the Company by<br> subscribing for Preferred Shares.
---	---
(C)	US$32,250,000 (thirty two million two hundred and fifty thousand dollars) has been Called and subscribed for the issue of Preferred Shares under the Old Agreement as at the date of this Agreement.
---	---
(D)	The New Investor has agreed to provide up to US$200,000,000 (two hundred million dollars) of further funding to the Company by subscribing for Preferred Shares and will be issued the Special C Share and C<br> Shares on and subject to the terms and conditions of this Agreement.
---	---
(E)	The Initial Sponsor has agreed to provide up to US$20,000,000 (twenty million dollars) of further funding to the Company (in addition to the US$30,000,000 (thirty million dollars) already Committed) by<br> subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement, thereby increasing its aggregate Commitment to US$50,000,000 (fifty million dollars).
---	---

(F)	None of the Other KP Investor and the Individual Investors are increasing their respective Commitments but each agrees to maintain its Commitment of up to US$1,000,000 (one million dollars) (US$3,000,000 (three<br> million dollars) in aggregate) by subscribing for Preferred Shares on and subject to the terms and conditions of this Agreement.
(G)	Accordingly, with effect from the date of this Agreement, the total Commitments will be US$253,000,000 (two hundred and fifty three million dollars) of which US$32,250,000 (thirty two million two hundred and<br> fifty thousand dollars) has already been Called.
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NOW IT IS HEREBY AGREED as follows:

1	Definitions and interpretation
1.1	In this Agreement (including its Recital and the Schedules hereto), unless the context otherwise requires, the following words and expressions shall have the following meanings:
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A Director means a director of the Company appointed by the A Shareholder

A Shareholder means as at 1 April 2021 the KP Investor or any subsequent legal and beneficial owner for the time being of the A Shares who has become such owner in accordance with this Agreement

A Shareholder Consent means consent in writing given by the A Shareholder

A Shares means the A ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles

Affiliate in relation to any person means a person Controlled by, Controlling or under common Control with that person

Annual Budget means the annual budget of the Company in the agreed form, as amended or revised from time to time in accordance with clause 5

Approved Investment means a transaction to be entered into by the Company or any other JV Group Company which is approved by the Board in accordance with this Agreement, involving the Business and any expenditure connected with the Business

Articles means the articles of association of the Company to be adopted at the Completion Date in the agreed form and as amended from time to time

B Director means a director of the Company appointed by the B Shareholder

B Shareholder means as at 1 April 2021 the Initial Sponsor or any subsequent legal and beneficial owner for the time being of the B Shares who has become such owner in accordance with this Agreement

B Shareholder Consent means consent in writing given by the B Shareholder

B Shares means the B ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles

Bank Financing means any outstanding borrowing by the Company or any other JV Group Company from any bank or other lending institution

Blocking Shareholder has the meaning given in clause 11.1 provided that if such Shareholder is the A Shareholder, both the A Shareholder and the Other KP Investor shall be deemed to be the Blocking Shareholder

Board means the board of directors of the Company for the time being or any duly authorised committee thereof for the time being

Business means the acquisition of any Mainstream Sector Vessel from a ship-owner and then simultaneously bareboat chartering the Mainstream Sector Vessel back to such ship-owner or other third party owner or operator of vessels

Business Day means a day (other than Saturdays and Sundays) on which banks in Nicosia (Cyprus), Jersey, London and Zurich are open for the transaction of normal business

Business Plan means the business plan of the Company in the agreed form, as amended or revised from time to time in accordance with clause 5

C Director means a director of the Company appointed by the C Shareholder

C Shareholder means, as at the Completion Date, the New Investor or any subsequent legal and beneficial owner for the time being of the C Shares who has become such owner in accordance with this Agreement

C Shareholder Consent means consent in writing given by the C Shareholder

C Shares means the C ordinary shares of nil par value in the capital of the Company having the rights attached thereto specified in the Articles

Call means a call by the Company for a Preferred Shareholder to make a Capital Contribution to the Company in accordance with clause 6 and Called shall be contstrued accordingly

Call Notice has the meaning given in clause 6.6

Capital Contribution means the amount subscribed for Preferred Shares pursuant to a Call

Capital Contribution Date has the meaning given in clause 6.6

Change of Control means, in relation to a Shareholder:

(a)	a person acquires Control of that Shareholder where no person previously has such Control; or
(b)	the Controller of that Shareholder ceases to have Control of that Shareholder; or
---	---
(c)	a person acquires Control of the Controller of that Shareholder; or
---	---
(d)	a person who is not under the Control of the Controller of that Shareholder acquires Control of that Shareholder,
---	---

provided always that there shall be no Change of Control if:

(i)

it arises as a result of a share exchange or other matter and the person acquiring Control is a body corporate with the same shareholders (both in identity and holdings) as the Controller immediately prior to such exchange or other matter; or

(ii)

in relation to circumstances which, but for this proviso, would amount to a Change of Control of the New Investor, Konstantakopoulos Family Members (individually or together) continue to have the right directly or indirectly to appoint the directors of the New Investor which are together entitled to exercise a majority of the voting rights exercisable at a board meeting of the New Investor; and

---

(iii)	in relation to circumstances which, but for this proviso, would amount to a Change of Control of the Initial Sponsor, Latsis Family Members (individually or together) continue to Control the Initial Sponsor;

Class A Reserved Matters means the matters set out in Part 1 of Schedule 1

Class B Reserved Matters means the matters set out in Part 2 of Schedule 1

Class C Reserved Matters means the matters set out in Part 3 of Schedule 1

Commitment means, in respect of a Preferred Shareholder, the maximum amount in total it has agreed to subscribe for Preferred Shares in accordance with this Agreement, being in respect of:

(a)	the Initial Sponsor, US$50,000,000 (fifty million dollars);
(b)	the New Investor, US$200,000,000 (two hundred million dollars);
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(c)	the Other KP Investor US$1,000,000 (one million dollars);
---	---
(d)	SA, US$1,000,000 (one million dollars); and
---	---
(e)	KK, US$1,000,000 (one million dollars),
---	---

and Commitments means together all or any of them

Commitment Period, in respect of a Preferred Shareholder, has the meaning given in clause 6.4

Companies Law means the Companies (Jersey) Law 1991 as amended from time to time

Company Bank Account means the Company’s account at Berenberg Bank and Barclays Bank, details of which will be notified to all parties, or such other account as the Company notifies to the Shareholders

Completion means completion of the matters set out in clause 3.2

Completion Date means the date on which Completion occurs

Compulsory Transfer Notice has the meaning given in clause 17.2

Confirmation Notice has the meaning given in clause 6.10

Control in relation to a body corporate or a partnership means the ability of a person to ensure that the activities and businesses of that body corporate or partnership are conducted in accordance with the wishes of that person, and a person shall be deemed to have Control:

(a)	of a body corporate if that person possesses the majority of the issued share capital or the voting rights in that body corporate or the right to appoint or remove directors of that body corporate holding a majority of the voting rights at<br> meetings of the board of directors (or equivalent management organ) on all, or substantially all, matters;
(b)	of a partnership if that person has the right to a share of more than one-half of the assets, or of more than one half of the income, of that partnership in circumstances where it can reasonably be expected that such person directs the<br> affairs of that partnership
---	---

Controller means, in relation to a Shareholder, the person which is not itself subject to Control but which has Control of that Shareholder, either directly or through a chain of persons each of whom has Control over the next person in the chain

Conversion Date has the meaning given in the Articles

Conversion Ratio has the meaning given in the Articles

Deadlock Shares has the meaning given in clause 11.4

Deadlock Transfer Notice has the meaning given in clause 11.3

Deed of Adherence means a deed of adherence to this Agreement in or substantially in the form set out in Schedule 3

Default Date has the meaning given in clause 6.11

Default Interest Rate means 20% (twenty per cent) per annum, calculated on a daily basis and compounded quarterly for the period commencing on a day immediately following the Default Date and ending on the date when the amount of the Defaulted Contribution was paid to the Company or to the Non-Defaulting Shareholders in accordance with clause 6

Defaulted Contribution has the meaning given in clause 6.11

Defaulting Party means a Shareholder in relation to which an Event of Default has occurred and if such Shareholder is the KP Investor or the Other KP Investor, both the KP Investor and the Other KP Investor shall be the Defaulting Party

Defaulting Shareholder has the meaning given in clause 6.11

Escrow Account means the Company Bank Account or such other bank account as shall be notified in writing to the Preferred Shareholders by the Company as being the Escrow Account by or on behalf of the Company prior to a Call

Escrow Shares has the meaning given in clause 6.13(a)(i)

Event of Default in relation to:

(a)	any Shareholder, means any Material Breach by that Shareholder;
(b)	the KP Investor or the Other KP Investor, additionally means:
---	---
(i)	it and/or its holding company and/or the Key Person is subject to an Insolvency Event; or
---	---
(i)	there is a Change of Control of the KP Investor or, as the case may be, the Other KP Investor;
---	---
(b)	the Initial Sponsor additionally means there is a Change of Control of the Initial Sponsor;
---	---
(c)	the New Investor additionally means there is a Change of Control of the New Investor; and
---	---
(d)	any Preferred Shareholder, additionally means a breach by that Preferred Shareholder of its obligation to make a Capital Contribution when a Call is made in accordance with clause 6, if such breach continues unremedied for thirty (30) days<br> after notice thereof has been given by or on behalf of the relevant party to the said Preferred Shareholder requiring the same to be remedied
---	---

Event Shares means all of the Shares held by a Defaulting Party

Exercising Non-Defaulting Party has the meaning given to it in clause 17.2

Existing Konstantakopoulos Family Member means those individuals disclosed in writing on or around the date of this Agreement by the New Investor to the Company (with a copy to the Initial Sponsor) as Holding Benefically interests in the New Investor

Existing Latsis Family Member means those individuals disclosed in writing on or around the date of this Agreement by the Initial Sponsor to the New Investor as Holding Benefically interests in the Initial Sponsor

Exit Transaction means any of the following transactions:

(a)	an IPO;
(b)	any tender offer, merger, consolidation or other corporate reorganisation involving the Company that results in any third party acquiring Control of the Company; and
---	---
(c)	the sale or other disposition of all or substantially all of the property and assets of the Company to any third party purchaser and the distribution of the proceeds to the Shareholders in accordance with the rights attaching to their<br> Shares
---	---

Extended Capital Contribution Date has the meaning given in clause 6.11

Fair Market Value means the best price which might reasonably be expected to be obtained upon a sale of all of the relevant class or classes of Shares for cash consideration on the basis of an arms' length transaction between a willing buyer and a willing seller as at the relevant date which amount shall be determined by agreement between the relevant parties or in default of such agreement to be determined in accordance with Schedule 4

Financial Year means a financial period of the Company beginning on 1 January and ending on the earlier of (a) 31 December in that year and (b) the earlier dissolution or winding up of the Company

Funding Non-Defaulting Shareholders has the meaning given in clause 6.13(a)

GAAP means generally accepted accounting principles in the United States of America

Group means, in relation to any undertaking, that undertaking and any undertaking which is a holding company or subsidiary of that undertaking and any subsidiary of any such holding company, provided always that references to a Shareholder’s Group shall exclude each JV Group Company

Holding Beneficially means, in respect of an individual in relation to an entity, that such individual (i) has direct or indirect beneficial interests in the relevant entity and/or (ii) is a beneficiary under a trust or foundation where such foundation or trust holds an ownership interest in the relevant entity or the relevant entity’s direct or indirect holding company or holding companies

Independent Director has the meaning given in clause 8.7

Initial Shareholders means the Initial Sponsor, the New Investor, the KP Investor, the Other KP Investor and the Individual Investors

Insolvency Event means, in relation to any person:

(a)

such person becomes insolvent or unable to pay its debts as they fall due or is adjudicated bankrupt; or

(b)

such person is dissolved or enters into liquidation, administration, moratorium, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganisation or dissolution in any jurisdiction; or any step is taken by any person with a view to any of those things other than a members' voluntary liquidation solely for the purpose of a solvent amalgamation or reconstruction; or

---

(c)	such person ceases to carry on business, stops payment of its debts or any class of them, or enters into any compromise or arrangement in respect of its debts or any class of them, or any step is taken to do any of those things; or
(d)	all or substantially all of the assets of such person is subject to attachment, sequestration, execution or similar process and that process is not terminated or discharged within 14 days
---	---

Investment Term means the period commencing on 1 April 2021 and ending on the eighth anniversary thereof as may be extended in accordance with clause 16.5

IPO means the admission of all or any of the Shares or securities representing those shares (including without limitation depositary interests, American depositary receipts, American depositary shares and/or other instruments) on the NASDAQ Stock Market, the New York Stock Exchange or the Official List of the United Kingdom Listing Authority or the AIM Market operated by the London Stock Exchange Plc or any other recognised investment exchange (as defined in section 285 of the UK Financial Services and Markets Act 2000)

IRR means an annualized internal rate of return, as determined pursuant to Schedule 2

Jersey Private Fund has the meaning given to it in the JPF Guide

JFSC means the Jersey Financial Services Commission or its successor body in Jersey

JPF Guide means the Jersey Private Fund Guide issued by the JFSC

JV Group Company means a member of the JV Group

JV Group shall mean the Company and its Subsidiaries from time to time

Key Person means Charalampos (Harris) Antoniou and any person who replaces him (or any replacement of that person) in his role in relation to the provision by the Manager of the Management Services in accordance with the terms of this Agreement

Key Person Side Letter means the amended and restated letter dated 14 March 2023 from the Key Person to the Initial Sponsor as further amended from time to time

Konstantakopoulos Family Members means the Existing Konstantakopoulos Family Members and the New Konstantakopoulos Family Members and Konstantakopoulos Family Member means any of them

Latsis Family Members means the Existing Latsis Family Members and the New Latsis Family Members and Latsis Family Member means any of them

Losses means all claims, liabilities, damages, losses, costs and expenses

Mainstream Sector Vessels means tankers, bulk carriers, gas carriers, containerships, off-shore vessels and car and truck carriers

Management Services means services of the nature to be provided under the Management Services Agreement

Management Services Agreement means the Management Services Agreement entered into on 1 April 2021 between the Company and the Manager as amended and restated from time to time

Manager means Neptune Global Financing Limited a company incorporated under the laws of Jersey with registration number 134317 whose registered office is at Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR

Material Breach means, in respect of any Shareholder, a breach or default by that Shareholder, or a breach by the Company caused by that Shareholder where no other Shareholder is also causing such breach by the Company, of any of the following clauses:

(a)	clause 6.15;
(b)	clause 6.16;
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(c)	clause 8.5;
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(d)	clause 10.1(c);
---	---
(e)	clause 12 (Pre-emption on allotment or issue of New Voting Securities);
---	---
(e)	clause 15 (Dealings with and transfers of Shares); and
---	---
(f)	clause 16.6,
---	---

if such breach or default is incapable of remedy or, if capable of remedy, where such breach or default continues unremedied for thirty (30) days after notice thereof has been given by or on behalf the relevant party to the said Shareholder requiring the same to be remedied

Net Present Value means, in relation a JV Group Company, the contracted revenues less the expenses incurred in relation to such contracted revenues (such net figure discounted at a rate to be determined by the Valuer in accordance with Schedule 4), in each case, of that JV Group Company

New Konstantakopoulos Family Members means an individual or individuals who is or are the direct or indirect lineal descendants or spouse of an Existing Konstantakopoulos Family Member and who is or are Holding Beneficially interests in the New Investor

New Latsis Family Members means an individual or individuals who is or are the direct or indirect lineal descendants of an Existing Latsis Family Member and who is or are Holding Beneficially interests in the Initial Sponsor

New Voting Securities means Ordinary Shares, Preferred Shares or any other class of voting shares, options, convertible loan notes, equity warrants or other securities convertible into, or carrying rights to subscribe for, Ordinary Shares or any other class of voting shares, in each case proposed to be issued by the Company after the Completion Date

Non-Defaulting Party has the meaning given in clause 17.2

Non-Defaulting Shareholders has the meaning given in clause 6.11

Notice has the meaning given in clause 33.1

Notified Address has the meaning given in clause 33.4

Order means the Financial Services (Investment Business (Restricted Investment Business – Exemption)) (Jersey) Order 2001

Ordinary Shareholders means the holder of A Shares, the holder of B Shares and the holder of C Shares and Ordinary Shareholder means any of them

Ordinary Shares means the A Shares, the B Shares and/or the C Shares as the context may require and Ordinary Share means any of them

Permitted Method has the meaning given in clause 33.2

Preferred Dividend has the meaning given to that term in the Articles

Preferred Shareholder Commitment Proportion means, in respect of each Preferred Shareholder at a particular time, the percentage that such Preferred Shareholder’s Undrawn Commitment represents to the total amount of all Undrawn Commitments at that time

Preferred Shareholder Consent means consent in writing given by Preferred Shareholders holding together at least 75% (seventy five per cent) of all of the outstanding Preferred Shares

Preferred Shareholders means the holders of Preferred Shares for the time being but for the purposes of the provisions relating to Calls shall include the New Investor even if no Preferred Shares have been issued to the New Investor at that time

Preferred Shareholders Reserved Matters means matters set out in Schedule 2

Preferred Shares means the convertible preferred shares in the capital of the Company, having the rights set out in the Articles

Professional Investor Regulated Scheme has the meaning set out in the Order

Realised Capital has the meaning given to that term in the Articles

Remedy Period has the meaning given in clause 6.13(a)(i)

Resolution Notice has the meaning given in clause 11.1

Shares means any shares in the capital of the Company including the Ordinary Shares, the Preferred Shares and the Special C Share and Share means each one of them

Shareholders means the holders of Shares for the time being and a Shareholder means any of them

Special C Share means the redeemable special C share of nil par value having the rights set out in the Articles

Subscription Price means US$1,000 per Preferred Share

Subsidiary means any direct or indirect subsidiary of the Company as defined in Article 2 of the Companies Law

Tax or Taxation means all forms of taxation and statutory, governmental, state, provincial, local governmental or municipal duties, contributions and levies, in each case in the nature of tax, whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or otherwise (including any related interest, penalty, fine or surcharge), in each case of Jersey or elsewhere in the world, whenever imposed and whether chargeable directly or primarily against or attributable directly or primarily to the relevant person or any other person

Tax Authority means any taxing or other authority competent to impose any liability in respect of Tax or responsible for the administration and/or collection of Tax or enforcement of any law in relation to Tax

Transfer Completion Conditions means any anti-trust and/or regulatory approvals or consent required by law or from any national or supranational regulatory, government or competition authority or any provider of Bank Financing, and satisfaction of any conditions in relation to such approvals or consent as is necessary in the case of a transfer of Shares by a Shareholder to:

(a)	a member of its Group as permitted by clause 15.3;

(b)	the other Shareholders in accordance with clauses 11 or 17; or
(c)	any prospective transferee of the relevant Shares
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Transfer Price means either:

(a)	the value of the relevant Event Shares as agreed by the Defaulting Party and the Non-Defaulting Party in accordance with clause 17.4; or
(b)	if the Defaulting Party and the Non-Defaulting Party fail to agree the value of the relevant Event Shares in accordance with clause 17.4, in the case of a Compulsory Transfer Notice served in respect of:
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(i)	an Insolvency Event, one hundred per cent (100%) of the Fair Market Value attributable to such Event Shares; and
---	---
(ii)	an Event of Default other than an Insolvency Event, eighty per cent (80%) of the Fair Market Value attributable to such Event Shares
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Undrawn Commitment at any time and in respect of any Preferred Shareholder means the amount of its Commitment which has not at that time been subscribed for Preferred Shares pursuant to a Call plus, during the Investment Term, the amount of any Realised Capital returned to that Preferred Shareholder

United Kingdom means the United Kingdom of Great Britain and Northern Ireland

US dollars and US$ means United States dollars or the lawful currency of the United States of America from time to time

Valuer has the meaning given in Schedule 4

1.2	The clause and paragraph headings and the table of contents used in this Agreement are inserted for ease of reference only and shall not affect construction.
1.3	References to persons shall include bodies corporate, unincorporated associations and partnerships, in each case whether or not having a separate legal personality.
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1.4	Reference to a party or parties is to a party or parties to this Agreement.
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1.5	References to documents in the agreed form are to documents in terms agreed on behalf of the parties to this Agreement and initialled on behalf of each such party for the purposes of identification only.
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1.6	References to any English statute or other legislation or legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction<br> other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction.
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1.7	References to those of the parties that are individuals include their respective legal personal representatives.
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1.8	References to writing or written includes any non-transitory form of visible reproduction of words.
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1.9	References to the word include or including (or any similar term) are not to be construed as implying any limitation and general words introduced by the word other (or any similar term) shall not be given a restrictive meaning by reason of<br> the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.
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1.10	Except where the context specifically requires otherwise, words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the<br> singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof.
2	Structure and initial and future subscriptions
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2.1	As at the date of this Agreement the Shareholders and their respective Commitments, holdings of Shares and Undrawn Commitments are as follows:
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Shareholder	Commitment<br> (US)	Number<br><br> <br>of A<br><br> <br>Shares		Number<br><br> <br>of B<br><br> <br>Shares		Number<br><br> <br>of C<br><br> <br>Shares			Number of<br><br> <br>Preferred Shares		Undrawn<br> Commitment<br> (US)
---	---	---	---	---	---	---	---	---	---	---	---
The KP Investor			4,111.88		-		-			-
The Other KP Investor			-		-		-			977.27
SA			-		-		-			977.27
KK			-		-		-			977.27
The Initial Sponsor			-		3,950.63		-			29,318.18
The New Investor			-		-		-	*		-
Total			4,111.88		3,950.63		-			32,250.00

All values are in US Dollars.

* The New Investor will hold the Special C Shares immediately following Completion.

2.2	At Completion the Company agrees to issue one (1) Special C Share to the New Investor and the New Investor agrees to subscribe for one (1) Special C Share for a subscription price of US$1.
2.3	During the Commitment Period, the Initial Sponsor, the Other KP Investor, the Individual Investors and the New Investor agree to subscribe from time to time in accordance with the provisions of clause 6 for up to such number of Preferred<br> Shares at the subscription price of US$1,000 per Preferred Share as amounts to its Undrawn Commitment.
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2.4	The Shareholders agree to vote in favour of any resolutions necessary to issue the Ordinary Shares and Preferred Shares on the basis set out in this clause 2 and clause 6 and each Shareholder hereby irrevocably waives (or confirms that it<br> has procured the waiver of) all and any pre-emption rights it or its nominee may have pursuant to the Articles, this Agreement or otherwise so as to enable the issue of the Ordinary Shares and Preferred Shares contemplated by this clause 2<br> and clause 6 to proceed free of any such pre-emption rights.
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3	Completion
---	---
3.1	Completion shall take place as soon as practicable following the date of this Agreement.
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3.2	At Completion the following events shall occur:
(a)	The KP Investor shall procure that the Company adopts the Articles, the share capital of the Company is reclassified to A Shares, B Shares, C Shares, Special C Share and Preferred Shares each having the rights ascribed thereto in the<br> Articles;
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(b)	the New Investor shall pay the sum of US$1 (one dollar) by electronic funds transfer to the Company Bank Account and payment made in accordance with this clause 3.2(b) shall constitute good discharge for the New Investor of its obligations<br> under this clause 3.2(b);
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(c)	a meeting of the Board shall be held at which the Company shall:
---	---
(i)	issue the Special C Share to the New Investor in accordance with clause 2.2 and enter its name in the register of members in respect thereof;
---	---
(ii)	execute and deliver to the New Investor a certificate for the Special C Share;
---	---
(iii)	re-designate James Bryant and Alan Dunphy as C Directors; and
---	---
(iv)	pass any such other resolutions as may be required to carry out the obligations of the Company under this Agreement; and
---	---
(d)	the KP Investor and the Initial Sponsor shall each deliver to the New Investor a duly signed counterpart of the termination agreement in respect of the side letter dated 4 October 2021 in the agreed form.
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3.3	The New Investor consents to its name being entered in the register of members of the Company in respect of the Special C Share and agrees that it will take such Special C Share with the benefit of the rights and subject to the<br> restrictions set out in the Articles and this Agreement.
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4	Warranties
---	---
4.1	Each party hereby warrants to each of the other parties that:
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(a)	it has the power and authority required to enter into this Agreement and perform fully its obligations under this Agreement in accordance with its terms;
---	---
(b)	this Agreement is legal, valid and binding on it and is enforceable in accordance with its terms;
---	---
(c)	to the extent applicable, the execution and delivery of this Agreement and the performance of its obligations under this Agreement have been duly authorised by all the necessary corporate actions on the part of such party; and
---	---
(d)	neither the entry into this Agreement nor the implementation of the transactions contemplated by it, or, as the case may be in respect of sub-paragraphs (ii) and (iii) below, him, will result in:
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(i)	a violation or breach of any provision of its statutes, bye-laws or other constitutional documents;
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(ii)	a breach of, or give rise to a default under, any contract or other agreement to which it, or, as the case may be, he, is a party or by which it or, as the case may be, he is bound; or
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(iii)	a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to it, or, as the case may be, him or any of its or, as the case may be,<br> his assets,
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and in case of breach of any such warranty, the warranting party agrees to pay to each other party on demand an amount equal to all Losses suffered or incurred by such other party which arise directly or indirectly as a result of or in connection with any such breach.

4.2	The KP Investor, the Other KP Investor, each Individual Investor and the Initial Sponsor each warrants to the New Investor in respect of itself or, as the case may be, himself, only that it is the sole legal and beneficial owner of the<br> Shares shown in the table in clause 2.1.
4.3	The Company warrants to the other parties that:
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(a)	the Company complies with the requirements of the Order and the JPF Guide; and
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(b)	the total number of Shareholders in the Company shall not exceed 50 at any one time whilst the Company is a Jersey Private Fund.
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4.4	Each Shareholder warrants to the Company that it, or, as the case may be, he has received and understands and accepts the investment warnings and the disclosure statement set out below:
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(a)	Investment Warning – Professional Investor Regulated Scheme
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The Company has been established in Jersey as a Professional Investor Regulated Scheme as such term is defined in the Order. An investment in the Company is only suitable for sophisticated investors who understand the risks involved in acquiring such an investment and neither the Company nor the activities of any functionary with regard to it are subject to all of the provisions of the Financial Services (Jersey) Law 1998.

(b)	Investment Warning – JPF Guide

The Company has been established in Jersey as a Jersey Private Fund (JPF). It is only suitable for those who fall within the definition of "professional investor" or "eligible investor" as such terms are defined in the JPF Guide. Requirements which may be deemed necessary for the protection of retail or non-professional/eligible investors, do not apply to the Company. Each of the Shareholders expressly agrees in respect of itself/himself that they fall within the definition of a "professional investor" or an "eligible investor" and accept the reduced regulatory requirements on the Company accordingly.

If any Shareholder acquires an interest in the Company, directly or indirectly, for or on behalf of a retail investor, the JFSC expects them to be satisfied that the investment is suitable for the relevant underlying retail investor and that the relevant underlying retail investor is able to bear the economic consequences of investment in the Company, including the possibility of the loss of the entire investment made on behalf of such retail investor.

Each Shareholder is wholly responsible for ensuring that all aspects of the Company are acceptable to it/him. Investment in a JPF may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless the Shareholder fully understands and accepts the nature of the Company and the potential risks inherent in the Company it/he should not invest in the Company. The investor or his duly authorised agent acknowledges in writing that it/he has received and accepted this investment warning. By agreeing this acknowledgement it is accepted that an investment in the Company may involve special risks that could lead to a loss of all such investment.

(c)	Disclosure Statement

The JFSC has given, and has not withdrawn, its consent under Article 2 of the Control of Borrowing (Jersey) Order 1958 to the issuance of shares in the Company. It must be distinctly understood that, in giving this consent, the JFSC does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it. The JFSC is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that Law.

5	Business of the Company and Business Planning
5.1	The business of the Company is to act as the parent undertaking of a group carrying on the Business through wholly-owned subsidiaries.
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5.2	The Company shall, and each Shareholder agrees to use all reasonable endeavours to procure that the Board shall, adopt a Business Plan and an Annual Budget in accordance with the mechanism specified in this clause 5.
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5.3	The Company shall procure that the Manager prepares and submits to the Board as soon as possible and no later than the dates/times set out below:
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(a)	a draft Business Plan for the JV Group for the next following Financial Year two months before the end of each Financial Year; and
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(b)	a detailed draft Annual Budget for the JV Group for the next following Financial Year two months before the end of each Financial Year (including estimated major items of revenue and capital expenditure). The draft Annual Budget shall be<br> broken down on a quarterly basis with a cash flow forecast and a balance sheet showing the projected position of the JV Group as at the end of the following Financial Year,
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together with a request that the Board approves, with such amendments as the Board agrees to be necessary, the draft Business Plan and draft Annual Budget.

5.4	Each Shareholder agrees to use all reasonable endeavours to procure that the Board shall, not later than twenty (20) Business Days prior to the end of each Financial Year of the Company, meet to consider the adoption of the draft Business<br> Plan as the Business Plan and the draft Annual Budget as the Annual Budget, in each case with such amendments as the Board agrees to be necessary.
5.5	If the Board is unable to agree upon a Business Plan or Annual Budget in accordance with the provisions of clause 5.4, then the Business Plan or Annual Budget previously adopted (as the case may be) shall continue to apply to the extent<br> possible.
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5.6	Each Shareholder agrees to use all reasonable endeavours to procure that the Board reviews the Business Plan at least once every six months and the Annual Budget regularly. The Board may propose changes to the Shareholders and the<br> Shareholders agree to reply to such proposals within twenty (20) Business Days of receiving them.
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6	Calls and the Preferred Shareholders' commitment to make Capital Contributions
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6.1	The Company may during the Commitment Period make one or more Calls to finance the Approved Investments to be made by the Company (whether directly or indirectly through wholly-owned Subsidiaries).
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6.2	Subject to the terms of this clause 6.2 and clause 6.4, all Calls shall be made by the Manager on the Company’s behalf following Board approval and any other approval required by clause 10. The amounts to be subscribed and the new<br> Preferred Shares to be issued pursuant to a Call shall be allocated among the Preferred Shareholders in accordance with their respective Preferred Shareholder Commitment Proportions (save as provided for in clause 6.6(a)), provided that no<br> Preferred Shareholders shall be required to subscribe pursuant to any Call more than its Undrawn Commitment and in respect of all Calls more, in aggregate, than its Commitment.
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6.3	Each Preferred Shareholder agrees to make Capital Contributions pursuant to a Call in accordance with the terms and conditions set out in this clause 6.
6.4	The obligation of each Preferred Shareholders to make any Capital Contributions shall commence on as of 1 April 2021 in respect of each Preferred Shareholder (other than the New Investor) and at Completion in respect of the New Investor<br> and expire and cease to have any effect on the earlier of the following dates:
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(a)	31 December 2025 or, if so approved by a Preferred Shareholder Consent, 31 December 2026 (provided that no such consent shall be required until the New Investor holds at least 75% (seventy five per cent) of the Preferred Shares in issue)<br> provided that the commitment to make a Capital Contribution in respect of any Realised Capital that has been distributed to a Preferred Shareholder in accordance with the Articles shall expire and cease to have effect at the end of the<br> Investment Term; and
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(b)	the date on which its Undrawn Commitments (taking into account any distribution of Realised Capital in accordance with the Articles) is equal to zero,
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such period being the Commitment Period in respect of such Preferred Shareholder. For the avoidance of doubt, no Preferred Shareholder shall be required to make any Capital Contribution (taking into account any distribution of Realised Capital in accordance with the Articles) greater than its Undrawn Commitment.

6.5	Each Capital Contribution shall be made by way of subscription by the Preferred Shareholder for the Preferred Shares at the agreed Subscription Price.
6.6	The Manager may make a Call in accordance with this clause 6 by sending a written notice substantially in the form set out in Schedule 6 (a Call Notice) to all Preferred Shareholders who have at the<br> relevant time an Undrawn Commitment greater than zero at least ten (10) Business Days prior to the date on which the relevant Capital Contributions are due. Each Call Notice shall set forth:
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(a)	the amount of the Capital Contribution required from each Preferred Shareholder based on its Preferred Shareholder Commitment Proportion of the total amount Called for;
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(b)	the number of Preferred Shares to be issued to each Preferred Shareholder based on the Subscription Price;
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(c)	the number of A Shares to be issued to the KP Investor and the number of B Shares to be issued to the B Shareholder and the number of C Shares to be issued to the C Shareholder simultaneous with the proposed issue of Preferred Shares as<br> determined in accordance with clause 6.16;
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(d)	the description of the Agreed Investment for which the proceeds of the relevant Capital Contributions are to be used; and
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(e)	the date on which such Capital Contributions are due (the Capital Contribution Date).
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6.7	Each Call shall be for a minimum amount of US$100,000 and shall be payable in US dollars unless otherwise agreed with all Preferred Shareholders in writing.
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6.8	On or before the relevant Capital Contribution Date, each Preferred Shareholder who has been called upon to make a Capital Contribution on that Capital Contribution Date in accordance with this clause 6 shall pay the relevant sum by<br> electronic funds transfer to the Escrow Account and payment made in accordance with this clause 6.8 shall constitute a good discharge for such Preferred Shareholder of its obligation to make the relevant Capital Contribution.
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6.9	The amounts paid into the Escrow Account shall be retained in such account by the Company on behalf of each Preferred Shareholder in respect of its/his respective Capital Contributions subject to the following:
(a)	immediately following issuance of the Preferred Shares to which the relevant amounts relate, such sums shall be released to the Company and shall be treated as Capital Contributions; and
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(b)	if the Preferred Shares have not been issued to the relevant Preferred Shareholder by the 30^th^ (thirtieth) Business Day following the relevant Capital<br> Contribution Date or the 5^th^ (fifth) Business Day following the relevant Extended Capital Contribution Date if applicable (or such later date as the Preferred<br> Shareholders shall agree), the Company shall return such amounts to the Preferred Shareholder from which they were received.
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6.10	On the Business Day immediately following the Capital Contribution Date the Company shall send a notice in writing to all Preferred Shareholders informing them of the amount of the Capital Contributions actually paid to the Escrow Account<br> by each Preferred Shareholder and any amounts which have not been so paid (the Confirmation Notice).
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6.11	If a Preferred Shareholder has not paid its Capital Contribution (a Defaulted Contribution) by the Capital Contribution Date in accordance with the requirements of clause 6.8 (a Defaulting Shareholder) (such Capital Contribution Date being the Default Date), then each of the other Preferred Shareholders (Non-Defaulting<br><br><br><br> Shareholders) shall have the right (but not the obligation) to fund the Defaulted Contribution within seven (7) Business Days of the Default Date (the end of such period being the Extended Capital<br> Contribution Date), for which purpose the Non-Defaulting Shareholder wishing to do so shall give an irrevocable notice in writing to that effect to the Company and all other Preferred Shareholders within three (3) Business Days of<br> the date of receipt of the relevant Confirmation Notice. If more than one Non-Defaulting Shareholder gives such notice, the amount of the Defaulted Contribution shall be allocated among all such Non-Defaulting Shareholders pro rata to their<br> participation in the relevant Call (excluding the Defaulting Shareholder and the Non-Defaulting Shareholders who have not notified an intention to fund the Defaulted Contribution). Within five (5) Business Days of irrevocable notice<br> mentioned above, the Company shall notify all Preferred Shareholders of the portion of the Defaulted Contribution to be paid by each Non-Defaulting Shareholder who has agreed to fund the Defaulted Contribution.
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6.12	The provisions of clauses 6.8 to 6.10 (both inclusive) shall apply in relation to the Defaulted Contribution mutatis mutandis so that references to the Capital Contribution Date shall be deemed to<br> referred to the Extended Capital Contribution Date and references to the Capital Contributions shall be deemed to refer to the relevant portions of the Defaulted Contribution.
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6.13	In the event that:
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(a)	Non-Defaulting Shareholders (or any of them) have (has) funded a Defaulted Contribution in accordance with clause 6.11 (the Funding Non-Defaulting Shareholder(s)) then:
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(i)	the Preferred Share which would have been issued to the Defaulting Shareholder had it complied with its obligations (the Escrow Shares) shall be issued to the Funding Non-Defaulting Shareholder(s)<br> (in the relevant proportions) and shall be held by such Shareholder(s) on the terms set out in this clause 6.13 for a period of up to twenty (20) Business Days from the date of issuance (the Remedy Period);<br><br><br><br> and
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(ii)	if, before expiry of the Remedy Period, the Defaulting Shareholder:
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(A)	pays to each Funding Non-Defaulting Shareholder an amount equal to the portion of the Defaulted Contribution funded by such Funding Non-Defaulting Shareholder plus interest accruing at the Default Interest Rate from the relevant Extended<br> Capital Contribution Date until the date of such payment then the Funding Non-Defaulting Shareholder(s) shall transfer the Escrow Shares (together with all rights attaching thereto since the date of their issue) to the Defaulting Shareholder;<br> or
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(B)	fails to pay to any Funding Non-Defaulting Shareholder an amount equal to the portion of the Defaulted Contribution funded by such Funding Non-Defaulting Shareholder plus interest accruing at the Default Interest Rate from the relevant<br> Extended Capital Contribution Date until the expiry of the Remedy Period (such interest being the Accrued Default Interest) then the Funding Non-Defaulting Shareholder(s) shall be entitled to retain<br> the Escrow Shares (together with all rights attaching thereto since the date of their issue) (pro rata to their respective funding proportions) and the Defaulting Shareholder shall remain liable to the Funding Non-Defaulting Shareholders(s)<br> for the Accrued Default Interest.
6.14	Subject to the aggregate amount of the Capital Contributions paid into the Escrow Account on or before the relevant Capital Contribution Date (or the relevant Extended Capital Contribution Date, if applicable in accordance with clause<br> 6.11) being equal to the amount set out in the relevant Capital Contribution Notice as confirmed by the Company to all Preferred Shareholders in writing, the following events shall occur on the Business Day immediately following the relevant<br> Capital Contribution Date (or the relevant Extended Capital Contribution Date, if applicable in accordance with clause 6.11):
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(a)	a meeting of the Board shall be held at which the following matters shall be approved:
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(i)	the issuance of the Preferred Shares credited as fully paid to the relevant Preferred Shareholders (or Escrow Agent if applicable) and the Company secretary shall be instructed to enter their names in the register of members in respect<br> thereof;
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(ii)	execution and delivery to the relevant Preferred Shareholders of certificates for the Preferred Shares;
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(iii)	any such other resolutions as may be required to issue the Preferred Shares;
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(iv)	the issuance of:
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(A)	the A Shares to the KP Investor;
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(B)	the B Shares to the Initial Sponsor; and
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(C)	the C Shares to the New Investor,
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(in each case in accordance with clause 6.16) and the Company secretary shall be instructed to enter their names in the register of members in respect thereof;

(v)	execution and delivery to:
(A)	the KP Investor, of the certificates for the A Shares;
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(B)	the Initial Sponsor, of the certificates for the B Shares;
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(C)	the New Investor, of the certificates for the C Shares; and
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(vi)	any such other resolutions as may be required to issue the A Shares and/or the B Shares and/or the C Shares; and
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(b)	upon completion of the actions described in clause 6.13(a)(ii)(A)(a), the aggregate amount of the Capital Contributions made in response to the relevant Call shall be released from the Escrow Account to the Company as provided for in<br> clause 6.9.
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6.15	The Company shall ensure, and shall cause the Manager to procure, that all Capital Contributions are used solely for the Approved Investment to which they relate.
6.16	Simultaneously with the issue of any Preferred Shares pursuant to this clause 6, the Company shall allot and issue to:
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(a)	the KP Investor (and the KP Investor shall subscribe for) such number of A Shares for US$1 in total;
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(b)	the Initial Sponsor (and the Initial Sponsor shall subscribe for) such number of B Shares for US$1 in total; and
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(c)	the New Investor (and the New Investor shall subscribe for) such number of C Shares for US$1 in total,
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as is required to ensure that:

(i)	the aggregate number of Preferred Shares is equal to four (4) times the aggregate number of Ordinary Shares (in other words, if the Preferred Shares were to be converted into Ordinary Shares on a one (1) for one (1) basis they would<br> comprise 80% of the entire issued ordinary share capital);
(ii)	subject to clauses 6.16(iii) to 6.16(vi) (inclusive), the number of C Shares shall be equal to such proportion of all Ordinary Shares as is equal to 50% (fifty per cent) of the proportion which the Preferred Shares held by the New Investor<br> bears to the number of all Preferred Shares in issue from time to time (so, for example, if the New Investor holds 60% (sixty per cent) of the Preferred Shares, the C Shares shall comprise 30% (thirty per cent) of the Ordinary Shares);
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(iii)	the aggregate number of A Shares shall comprise not less than 40% (forty per cent) of the total number of Ordinary Shares, and the aggregate number of B Shares shall comprise not less than 20% (twenty per cent) of the total number of<br> Ordinary Shares;
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(iv)	subject to clauses 6.16(v) and 6.16(vi), as C Shares are issued in accordance with clause 6.16(ii):
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(A)	the A Shares and B Shares shall be diluted in the ratio 51/49 until the A Shares comprise 40% (forty per cent) of all Ordinary Shares;
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(B)	following which only the B Shares shall be diluted until the B Shares comprise 20% (twenty per cent) of all Ordinary Shares; and
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(C)	following which the proportion of A Shares, B Shares and C Shares shall be maintained at 40% (forty percent), 20% (twenty per cent) and 40% (forty per cent) respectively;
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(v)	if the Other Key Investor is a Defaulting Shareholder and has failed to remedy the relevant breach in accordance with clause 6.13 within the Remedy Period then the A Shares held by the A Shareholder shall be diluted so that the A Shares<br> comprise 40% (forty per cent) of all Ordinary Shares and the C Shares shall be increased accordingly; and
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(vi)	if the Initial Sponsor is a Defaulting Shareholder and has failed to remedy the relevant breach in accordance with clause 6.13 within the Remedy Period then the B Shares held by the B Shareholder shall be diluted so that the B Shares<br> comprise 20% (twenty per cent) of all Ordinary Shares and the C Shares shall be increased accordingly.
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6.17	By way of illustration if each of the Shareholders makes Capital Contributions up to its maximum Commitment in accordance with the terms of this Agreement the resultant holdings of Shares will be as follows:
Shareholder	Number of A<br><br> <br>Shares (%age<br><br> <br>of Ordinary<br><br> <br>Shares)			Number of B<br><br> <br>Shares (%age<br><br> <br>of Ordinary<br><br> <br>Shares)			Number of C<br><br> <br>Shares (%age<br><br> <br>of Ordinary<br><br> <br>Shares)			Number of<br><br> <br>Preferred<br><br> <br>Shares
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The KP Investor		25,300 (40	%)		-			-			-
The Other KP Investor		-			-			-			1,000
SA		-			-			-			1,000
KK		-			-			-			1,000
The Initial Sponsor		-			12,650 (20	%)		-			50,000
The New Investor		-			-			25,300 (40	%)		200,000
Total		25,300			12,650			25,300			253,000
6.18	Notwithstanding the provisions of clause 6.16, if in accordance with the provisions of this Agreement, Preferred Shares are issued to a third party other than the current Preferred Shareholders (the New<br> Preferred Shareholder), then the Parties agree that such New Preferred Shareholder shall (if so agreed by the New Investor and the Initial Sponsor) be entitled to such number (and therefore proportion) of Ordinary Shares as is agreed<br> between the New Investor and the Initial Sponsor provided all of the existing Ordinary Shareholders are diluted pro rata to one another. The parties agree to make such consequential changes to this<br> Agreement and the Articles (and to take such other actions) as are reasonably necessary in order to achieve such change in holdings of Ordinary Shares.
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7	Key Person changes
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7.1	If at any time during the Investment Term the KP Investor and/or the New Investor become aware that, the Key Person has resigned (or intends to resign) from his role at the Manager or otherwise ceases to be involved (or intends to cease<br> involvement) in providing advice to the Company, the KP Investor and/or the New Investor shall promptly give notice thereof to the Initial Sponsor and the Company of such fact together with a summary of the relevant circumstances.
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7.2	The New Investor agrees to keep the Initial Sponsor informed as to the process for appointing a replacement for the Key Person and shall in consult with, and take reasonable account of the views, of the Initial Sponsor, in relation to such<br> process. Without prejudice to this clause 7.2, the New Investor acknowledges the rights of the Initial Sponsor under clause 10 in respect of any replacement.
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8	The Board
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8.1	The Board shall be responsible for, shall have the conduct of the JV Group's business and shall be entitled to make all decisions on the Company's behalf, subject to clauses 9 and 10.
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8.2	The Board shall comprise of a maximum of eight (8) Directors.
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8.3	The following persons have been approved as members of the Board with effect from (i) in respect of all persons named below except for Katerina Eleftheriou, the Completion<br><br><br><br> Date or (ii) in respect of Katerina Eleftheriou, 1 April 2023 and subject to confirmation that the Know Your Customer processes have been satisfied:
(a)	Charalampos Antoniou appointed by the A Shareholder in accordance with clause 8.4;
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(b)	Nikoletta Fouska appointed by the B Shareholder in accordance with clause 8.5;
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(c)	James Bryant, Alan Dunphy, Katerina Eleftheriou, Vassilios Mantzavinos and Dimitrios Sofianopoulos appointed by the C Shareholder in accordance with clause 8.6; and
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(d)	Gabriella Kindert being the Independent Director nominated by the Ordinary Shareholders in accordance with clause 8.7.
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8.4	Subject to clause 8.9, the A Shareholder shall have the right to appoint and maintain in office one (1) natural person as an A Director which will be the Key Person.
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8.5	Subject to clause 8.9, the B Shareholder shall have the right to appoint and maintain in office one (1) natural person as a B Director and to remove the B Director so appointed and, upon her/his removal, to appoint another B Director in<br> her/his place. Notwithstanding the foregoing if at any time the B Shareholder holds less than 15% (fifteen per cent) of all outstanding Preferred Shares, its right to appoint a Director and remove the same shall automatically come to an end<br> and the B Shareholder shall promptly procure that its appointee to the Board (if any) shall resign.
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8.6	Subject to clause 8.9, the C Shareholder shall have the right to appoint and maintain in office five (5) natural persons as C Directors and to remove any of the C Directors so appointed and, upon her/his removal, to appoint another C<br> Director in her/his place.
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8.7	Subject to clause 8.9, the holders of the majority of the voting rights under the Ordinary Shares shall have the right to nominate one (1) natural person as a Director (the Independent Director)<br> provided such person shall be independent of each of the Ordinary Shareholders.
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8.8	The Independent Director shall serve a fixed term of three (3) years from the date of his or her appointment provided that the C Shareholder or such of the Ordinary Shareholders as hold a majority of the voting rights under the Ordinary<br> Shares shall be entitled to remove the Independent Director by giving written notice to the Company and the other Shareholders. Where the Independent Director is so removed or resigns from the Board, the procedure described above in this<br> clause shall be followed to appoint another natural person who is independent of each of the Ordinary Shareholders as an Independent Director in her/his place as soon as is reasonably practicable.
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8.9	Prior to the selection of any new Directors at any time the Shareholders shall give due consideration to the substance requirements of the jurisdiction of the Company.
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8.10	The appointment and removal of a Director in accordance with this clause 8 shall be by written notice from the appointing Shareholder(s) to the Company with a copy to other Shareholders which shall take effect on delivery at the Company's<br> registered office or at any meeting of the Board or committee thereof, and, in the case of the appointment of the Independent Director, once the approval of the C Shareholder or the holders of a majority of the voting rights under the<br> Ordinary Shares have been obtained.
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8.11	If the A Shareholder, the B Shareholder or the C Shareholder removes an A Director, B Director or C Director (respectively) from her/his office, the A Shareholder, the B Shareholder and the C Shareholder, respectively, shall be<br> responsible for any claim by such Director arising out of such removal, whether for unfair or wrongful dismissal or otherwise, and shall pay to the Company on demand an amount equal to all Losses suffered or incurred by the Company which<br> arise directly or indirectly as a result of or in connection with any such claim.
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8.12	Board meetings will be held at least quarterly in each calendar year. Board meetings in person shall be held in the office of the Company in Jersey unless otherwise agreed by one (1) A Director, one (1) B Director and one (1) C Director.
8.13	The quorum for Board meetings shall be five (5) Directors always including one (1) A Director, one (1) B Director and three (3) C Directors provided that:
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(a)	the A Shareholder may, in respect of any Board meeting, waive the requirement for there to be one (1) A Director present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary Shareholders<br> prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by one (1);
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(b)	the B Shareholder may, in respect of any Board meeting, waive the requirement for there to be one (1) B Director present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary Shareholders<br> prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by one (1); and
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(c)	the C Shareholder may, in respect of any Board meeting, waive (or reduce) the requirement for there to be three (3) C Directors present in order to form a quorum by giving notice in writing to each of the Company and each of other Ordinary<br> Shareholders prior to such Board meeting and, if such power is exercised, the number of Directors required for a quorum will be reduced by the number of C Directors in respect of which the waiver has been given.
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8.14	Notwithstanding anything in this Agreement, the quorum for Board meetings shall never be less than two (2) Directors (or their alternates) present and entitled to vote.
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8.15	No business shall be conducted at any Board meeting unless a quorum is present at the beginning of the meeting and at the time when there is to be voting on any business. If such a quorum is not present within half an hour from the time<br> appointed for the meeting, or if during a meeting such quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place. If a quorum is not present at any such adjourned meeting within<br> half an hour from the time appointed, then the meeting shall proceed subject to if the business:
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(a)	includes:
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(i)	a Preferred Shareholders Reserved Matter and at that time the New Investor holds seventy five per cent (75%) or more of the Preferred Shares, then the quorum at such reconvened meeting shall be two (2) Directors always including<br> Director(s) appointed by Shareholders holding not less than seventy five per cent (75%) of the issued Preferred Shares at that time;
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(ii)	a Class A Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including an A Director;
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(iii)	a Class B Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including a B Director; and
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(iv)	a Class C Reserved Matter, then the quorum at such reconvened meeting shall be three (3) Directors always including at least two (2) C Directors,
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provided that in each case in respect of any such Board meeting the Ordinary Shareholders may by unanimous approval waive (or reduce) such requirement by giving notice in writing to each of the Company and each of other Ordinary Shareholders prior to such Board meeting;

(b)	does not include a Reserved Matter, then at such adjourned meeting those Directors present shall constitute a quorum,

provided that the quorum shall never be less than two (2) Directors (or their alternate directors) present and entitled to vote.

8.16	The Shareholders shall use all reasonable endeavours to ensure that their respective appointees as Directors shall attend each Board meeting and to procure that a quorum (in accordance with the provisions of this Agreement and the<br> Articles) is present throughout each such meeting.
8.17	The Company shall send to each Director (in electronic form if so required):
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(a)	reasonable advance notice of each meeting of the Board and each meeting of any committee of the Board (being not fewer than five (5) Business Days), such notice to be accompanied by a written agenda specifying the business to be discussed<br> at such meeting together with all relevant papers; and
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(b)	as soon as practicable after each meeting of the Board and each meeting of any committee of the Board, a copy of the minutes.
---	---
8.18	Save with the consent of one (1) A Director, one (1) B Director and three (3) C Directors, no business shall be transacted at any meeting of the Board or committee of the Board save for that specified in the agenda referred to in clause 8.17.
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8.19	Subject to clause 10, matters at Board meetings and any committee meetings shall be decided by a simple majority vote other than:
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(a)	a Class A Reserved Matter, which shall require a simple majority vote of the Directors but also an A Shareholder Consent;
---	---
(b)	a Class B Reserved Matter, which shall require a simple majority vote of the Directors but also a B Shareholder Consent; and
---	---
(c)	a Class C Reserved Matters, which shall require a simple majority vote of the Directors but also a C Shareholder Consent.
---	---
8.20	The Board shall elect the Independent Director to be the chairman of the Board. The chairman of the Board shall not have a second or casting vote.
---	---
8.21	The Company will reimburse any Director with the reasonable costs and out of pocket expenses incurred by her/him in respect of attending meetings of the Company or carrying out authorised business on behalf of the Company.
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8.22	Each Shareholder shall procure that each Director appointed by that Shareholder (other than the Independent Director) shall comply with clause 18 (Rights to information and confidentiality) save<br> that such Director shall be at liberty from time to time to make full disclosure to its appointing Shareholder of any information relating to the Company.
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8.23	The parties agree that the Directors shall be under no obligation to disclose any information or opportunities to the Company except to the extent that the information or opportunity was passed to her or him expressly in her or his<br> capacity as a Director of the Company.
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9	Ordinary Shareholders' meetings
---	---
9.1	The Ordinary Shareholders shall use all reasonable endeavours to procure that their respective representatives attend each meeting of the members of the Company and that a quorum is present throughout each such meeting in accordance with<br> clause 9.3.
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9.2	If within half an hour from the time appointed for a meeting of the members of the Company a quorum is not present, the meeting shall be adjourned to a specified time and place three Business Days after the original date or, as the case<br> may be, adjourned date. Notice of the adjourned meeting shall be given by the secretary of the Company to each of the Ordinary Shareholders.
9.3	Subject to clause 9.2, the quorum at any meeting of the members of the Company shall be three persons, being a proxy for or a duly authorised representative of, each of the A Shareholder, the B Shareholder and the C Shareholder and the<br> quorum at any such adjourned meeting shall be one person being a proxy for or a duly authorised representative of the C Shareholder.
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10	Matters requiring relevant Shareholders’ Consent
---	---
10.1	Each Ordinary Shareholder shall exercise all voting rights and powers of control available to it in relation to any JV Group Company to procure that for so long as:
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(a)	both (i) the New Investor holds at least seventy five per cent (75%) of the Preferred Shares; and (ii) any Preferred Share remains outstanding, save with the Preferred Shareholder Consent, no JV Group Company shall effect any of the<br> Preferred Shareholders Reserved Matters;
---	---
(b)	any A Share remains outstanding, save with the A Shareholder Consent, no JV Group Company shall effect any of the Class A Reserved Matters;
---	---
(c)	any B Share remains outstanding, save with the B Shareholder Consent, no JV Group Company shall effect any of the Class B Reserved Matters; and
---	---
(d)	any C Share remains outstanding, save with the C Shareholder Consent, no JV Group Company shall effect any of the Class C Reserved Matters.
---	---
10.2	As a separate obligation, severable from the obligations in clause 10.1, the Company agrees that for so long as:
---	---
(a)	both (i) the New Investor holds at least seventy five per cent (75%) of the Preferred Shares; and (ii) any Preferred Share remains outstanding, save with the Preferred Shareholder Consent, the Company shall not effect (and shall procure<br> that none of the other JV Group Companies shall effect) any of the Preferred Shareholders Reserved Matters;
---	---
(b)	any A Share remains outstanding, save with the A Shareholder Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class A Reserved Matters;
---	---
(c)	any B Share remains outstanding, save with the B Shareholders Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class B Reserved Matters; and
---	---
(d)	any C Share remains outstanding, save with the C Shareholders Consent, the Company shall not effect (and shall procure that none of the other JV Group Companies shall effect) any of the Class C Reserved Matters.
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11	Deadlock provisions
---	---
11.1	Where:
---	---
(a)	a Class A Reserved Matter has been proposed either at a meeting of the Board or the Shareholders but such matter has not been approved because of a failure to obtain a Class A Consent; and/or
---	---

(b)	a Class B Reserved Matter has been proposed either at a meeting of the Board or the Shareholders but such matter has not been approved because of a failure to obtain a Class B Consent,

the New Investor may, within the 10 (ten) Business Day period following the date of such meeting, serve written notice (a Resolution Notice) on the A Shareholder (in the case of clause 11.1(a)) or the B Shareholder (in the case of clause 11.1(b)) (the A Shareholder and/or the B Shareholder (as the case may be) being the Blocking Shareholder), requiring that the provisions of clause 11.2 apply.

11.2	Upon a New Investor serving a Resolution Notice on a Blocking Shareholder, each of the New Investor and the Blocking Shareholder shall, within 10 (ten) Business Days of the service of such Resolution Notice, cause its appointed Director(s)<br> to prepare and circulate to the New Investor and the Blocking Shareholder a memorandum or other form of statement setting out its position on the matter or matters in dispute and its reasons for adopting that position. Each memorandum or<br> statement so prepared shall be considered by the chairman or chief executive of each of the New Investor and the Blocking Shareholder (or such other senior executive director within the relevant Group as is nominated in writing by that<br> Shareholder to the other) who shall together endeavour to resolve the dispute. If such persons agree on a resolution of the matter, they shall sign a statement setting out the terms of the resolution, and the New Investor and the Blocking<br> Shareholder shall exercise the voting rights and other powers of control available to them in relation to the Company to procure that the resolution is fully and promptly carried into effect. If such persons do not agree upon a resolution of<br> the matter, then (without prejudice to the following provisions of this clause 11) that matter shall not proceed.
11.3	If within 20 (twenty) Business Days following service of a Resolution Notice, the relevant parties have not agreed a resolution to the matter, the New Investor shall be entitled, in its absolute discretion, to serve written notice (a Deadlock Transfer Notice) on the Blocking Shareholder at any time up to (and including) the date which is 40 (forty) Business Days after the date of service of the Resolution Notice.
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11.4	A Deadlock Transfer Notice shall require the Blocking Shareholder to sell all (but not some only) of its Shares (the Deadlock Shares) to the New Investor at the Fair Market Value. For these<br> purposes, if the Blocking Shareholder is the A Shareholder both the A Shareholder and the Other KP Investor shall be the Blocking Shareholder and the Deadlock Shares shall comprise both the A Shares and the Preferred Shares held by the Other<br> KP Investor. The Blocking Shareholder shall be obliged to comply with such notice.
---	---
11.5	Following service of a Deadlock Transfer Notice, the Blocking Shareholder and the New Investor shall endeavour to agree the Fair Market Value of the Deadlock Shares. In the event that they fail to agree such Fair Market Value within 15<br> (fifteen) Business Days of the service of such Deadlock Transfer Notice, then the provisions of Schedule 4 shall apply in relation to the determination of the Fair Market Value.
---	---
11.6	Subject to withdrawal of the Deadlock Transfer Notice pursuant to clause 11.9, the sale and purchase of the relevant Deadlock Shares shall be completed at such time and place as the New Investor shall reasonably specify by not less than 72<br> hours' written notice to the Blocking Shareholder on the date being five (5) Business Days after the later of:
---	---
(a)	the date on which the Fair Market Value is agreed or determined (as the case may be); and
---	---
(b)	the date on which the Transfer Completion Conditions shall have been satisfied.
---	---
11.7	Each of the New Investor and the Blocking Shareholder shall:
---	---
(a)	use all reasonable endeavours to ensure that the Transfer Completion Conditions are satisfied as soon as reasonably practicable after the service of a Deadlock Transfer Notice; and
---	---

(b)	give written notice to the other that a relevant Transfer Completion Condition has been satisfied within two (2) Business Days of becoming aware of that fact.
11.8	If the Transfer Completion Conditions have not been satisfied within twenty (20) Business Days after the date on which the Fair Market Value is agreed or determined, then the New Investor and the Blocking Shareholder shall be released from<br> their respective obligations to sell and purchase the relevant Deadlock Shares.
---	---
11.9	Save as provided in this clause 11.9, a Deadlock Transfer Notice once served may not be withdrawn. In the event that the Fair Market Value is determined by an expert pursuant to the provisions of Schedule 4 in accordance with clause 11.5,<br> the New Investor may withdraw its Deadlock Transfer Notice within five (5) Business Days of such determination, in which case the fees of the Valuer shall be borne by the New Investor. If a Deadlock Transfer Notice is withdrawn in such<br> circumstances, no further Deadlock Transfer Notice may be served by the New Investor in respect of the matter for which the withdrawn Deadlock Transfer Notice was originally given.
---	---
11.10	Any sale of Deadlock Shares pursuant to this clause 11 shall be completed in accordance with Schedule 5 and the Shareholders shall do all things within their power to ensure that the Business continues to be run as a going concern during<br> the period between the service of a Deadlock Transfer Notice and the completion of the transfer of the relevant Deadlock Shares.
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12	Pre-emption on allotment or issue of New Voting Securities
---	---
12.1	Without prejudice to the provisions of clause 6 and subject to clause 12.3, if the Company proposes to allot or issue any New Voting Securities those New Voting Securities shall not be allotted to any person unless the Company has first<br> offered to the holders of the existing Ordinary Shares pro rata to their relative holding of Ordinary Shares such number of newly issued Ordinary Shares (of the relevant class) as is required to ensure that, after such allotment or issue, the<br> total number of all outstanding Ordinary Shares represents twenty per cent (20%) of the total number of all outstanding Shares (assuming the Preferred Shares were converted to Ordinary Shares based on the Conversion Ratio), such additional<br> Ordinary Shares to be issued as fully paid up.
---	---
12.2	The offer referred to in clause 12.1 shall be in writing, be open for acceptance from the date of the offer to the date ten (10) Business Days after the date of the offer (inclusive) and give details of the number, class and, if<br> applicable, subscription price of the Ordinary Shares (being nil par value).
---	---
12.3	The provisions of clauses 12.1 and 12.2 shall not apply to:
---	---
(a)	New Voting Securities issued in connection with an Exit Transaction approved by the Board in accordance with the terms of this Agreement;
---	---
(b)	Ordinary Shares issued to the Preferred Shareholders upon conversion of their Preferred Shares in accordance with the Articles; and
---	---
(c)	New Voting Securities in respect of which a Preferred Shareholder Consent (provided that no such consent shall be required until the New Investor holds at least 75% (seventy five per cent) of the Preferred Shares in issue), an A<br> Shareholder Consent, a B Shareholder Consent and a C Shareholder Consent has been obtained authorising their issue without complying with the procedure set out in clause 12.
---	---
12.4	Any New Voting Securities offered under this clause 12 to a Shareholder may be accepted in full or part only by a member of its Group in accordance with the terms of this clause 12.
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13	Rights attaching to the Shares

The Preferred Shares and the Ordinary Shares shall carry the rights set out in the Articles of the Company.

14	Distributions

In respect of any Financial Year, dividends will be declared and paid as set out in the Articles.

15	Dealings with and transfers of Shares

General prohibition

15.1	Each of the Shareholders undertakes with the others that, during the continuance of the Investment Term, it shall not:
(a)	mortgage (whether by way of fixed or floating charge), pledge or otherwise encumber its legal or beneficial interest in all or any of its Shares;
---	---
(b)	sell, transfer or otherwise dispose of all or any of its Shares or any legal or beneficial interest in them or assign or otherwise purport to deal with them or with any interest in them;
---	---
(c)	enter any agreement with respect to the voting rights attached to all or any of its Shares; or
---	---
(d)	agree, whether conditionally or otherwise, to do any of the foregoing,
---	---

other than, in each such case, with the consent in writing of both the B Shareholder and the C Shareholder or in accordance with this Agreement.

15.2	For the avoidance of doubt, if any of the Shareholders shall purport to deal with any of its Shares or any legal or beneficial interest therein in contravention of the provisions of clause 15.1, then such act shall constitute a Material<br> Breach and an Event of Default.

Group transfers

15.3	Nothing in this clause 15 (Dealings with and transfers of Shares), shall prevent a Shareholder from transferring all (but not some only) of its Shares to a company which is a wholly-owned subsidiary<br> of such Shareholder (transferee) or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company), provided that:
(a)	the Transfer Completion Conditions shall have been satisfied or the non-transferring Shareholders (other than the KP Investor, the Other KP Investor and the Individual Investors) have waived the Transfer Completion Conditions in writing;
---	---
(b)	the transferee shall first have entered into a Deed of Adherence;
---	---
(c)	if the transferee ceases to be a wholly-owned subsidiary of such Shareholder or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company), the transferring<br> Shareholder shall procure that the transferee shall transfer all the Shares previously transferred to it either:
---	---
(i)	back to the transferring Shareholder; or
---	---
(ii)	to another company which is a wholly-owned subsidiary of the transferring Shareholder or of a holding company of which such Shareholder is a wholly-owned subsidiary (or another wholly-owned subsidiary of any such holding company); and
---	---

(d)	the transferring Shareholder shall continue at all times to remain a party hereto and to be bound by the terms hereof (as if it remained a Shareholder), save insofar as performed by the transferee.
16	Exit Transactions and duration
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Exit Transaction

16.1	The Shareholders acknowledge that it is their common intention to obtain a profitable realisation or valuation of their respective shareholdings in the Company by way of an Exit Transaction. The Shareholders shall co-operate so as to<br> ensure, so far as they are able, that the Business is managed in such a manner as to facilitate an Exit Transaction.
16.2	The parties agree that no Exit Transaction shall occur unless it is approved by the Board.
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16.3	If a proposed Exit Transaction is approved by the Board and (to the extent required) otherwise in accordance with this Agreement, all Shareholders undertake to exercise all their rights, including voting all Shares held by them in favour<br> of, and take all such other actions as may be reasonably necessary to consummate, such Exit Transaction.
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16.4	Upon completion of an Exit Transaction, the provisions of this Agreement shall cease to have effect except that the parties' accrued rights and obligations shall not be affected thereby.
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Duration

16.5	The parties agree that the life of the Company shall be for an initial term equal to the Investment Term as may be extended for one or more periods of twelve (12) months by the holders of at least two-thirds of the voting rights under the<br> outstanding Ordinary Shares and two-thirds of the voting rights under the outstanding Preferred Shares voting in separate class meetings.
16.6	With effect on and from the date that the Investment Term expires the parties shall use all reasonable endeavours to procure that:
---	---
(a)	the Company shall realise all the assets of the Group; and
---	---
(b)	the Company shall conduct a voluntary liquidation and distribute its assets in accordance with the Articles.
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17	Compulsory transfer
---	---
17.1	If an Event of Default occurs the relevant Defaulting Party shall give written notice to the Company copied to each of the other Shareholders (such other Shareholders (except the KP Investor, the Other KP Investor and the Individual<br> Investors) being referred to as the Non-Defaulting Parties and each a Non-Defaulting Party) providing such details of that Event of Default as are reasonably<br> available as soon as reasonably practicable.
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17.2	Following an Event of Default, each Non-Defaulting Party shall be entitled, in its absolute discretion, whether or not the Defaulting Party has complied with clause 17.1 and without prejudice to any other rights and remedies which that<br> Non-Defaulting Party may have, to serve written notice (a Compulsory Transfer Notice) on the Defaulting Party (copied to the other Non-Defaulting Parties) at any time up to (and including) the date<br> which is:
---	---
(a)	60 (sixty) Business Days after the earlier of:
---	---
(i)	the date of receipt of the notice of the occurrence of the relevant Event of Default given pursuant to clause 17.1; and
---	---

(ii)	the date that Non-Defaulting Party becomes aware of the relevant Event of Default; or
(b)	five (5) Business Days after the date of receipt of a copy of a Compulsory Transfer Notice served by another Non-Defaulting Party,
---	---

whichever is the earlier and any Non-Defaulting Party serving such a notice shall be an Exercising Non-Defaulting Party.

17.3	A Compulsory Transfer Notice shall require the Defaulting Party to sell all (but not some only) of its Event Shares to the Exercising Non-Defaulting Party (or, if there is more than one Exercising Non-Defaulting Party (after taking into<br> account any withdrawals in accordance with clause 17.8), such number of the relevant Event Shares as is equal to the proportion of Preferred Shares that such Exercising Non-Defaulting Party holds relative to the Preferred Shares held by all<br> Exercising Non-Defaulting Parties) at the Transfer Price. The Defaulting Party shall be obliged to comply with such notice.
17.4	Following service of a Compulsory Transfer Notice, the Defaulting Party and each Exercising Non-Defaulting Party shall endeavour to agree the Transfer Price. In the event that they fail to agree the Transfer Price within fifteen (15)<br> Business Days of the service of such Compulsory Transfer Notice, then the provisions of Schedule 4 shall apply in relation to the determination of the Fair Market Value (and accordingly the Transfer Price).
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17.5	Subject to withdrawal of the Compulsory Transfer Notice pursuant to clause 17.8, the sale and purchase of the relevant Event Shares shall be completed at such time and place as the relevant Exercising Non-Defaulting Party shall reasonably<br> specify by not less than 72 hours' written notice to the Defaulting Party on the date being five (5) Business Days after the later of:
---	---
(a)	the date on which the Transfer Price is agreed or determined (as the case may be); and
---	---
(b)	the date on which the Transfer Completion Conditions shall have been satisfied.
---	---
17.6	Each Defaulting Party and each Exercising Non-Defaulting Party shall:
---	---
(a)	use all reasonable endeavours to ensure that the Transfer Completion Conditions are satisfied as soon as reasonably practicable after the service of a Compulsory Transfer Notice; and
---	---
(b)	give written notice to the other that a relevant Transfer Completion Condition has been satisfied within two (2) Business Days of becoming aware of that fact.
---	---
17.7	If the Transfer Completion Conditions have not been satisfied within twenty (20) Business Days after the date on which the Transfer Price is agreed or determined, then each Defaulting Party and each Exercising Non-Defaulting Party shall be<br> released from their respective obligations to sell and purchase the relevant Event Shares.
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17.8	Save as provided in this clause 17.8, a Compulsory Transfer Notice once served may not be withdrawn. In the event that the Fair Market Value is determined pursuant to clause 17.4, an Exercising Non-Defaulting Party may withdraw its<br> Compulsory Transfer Notice within five (5) Business Days of such determination, in which case the fees of the relevant independent valuer shall be borne by that Exercising Non-Defaulting Party (or in the case there is more than one Exercising<br> Non-Defaulting Party which has withdrawn its Compulsory Transfer Notice, between them pro rata). If a Compulsory Transfer Notice is withdrawn in such circumstances, no further Compulsory Transfer Notice may be served by the Exercising<br> Non-Defaulting Party making such withdrawal in respect of the circumstances constituting the relevant Event of Default for which the withdrawn Compulsory Transfer Notice was originally given.
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17.9	The Shareholders agree that where a discount to the price paid for the relevant Event Shares is applied this is a genuine pre-estimate of the loss, damages and costs suffered or incurred or to be suffered or incurred by the relevant<br> Exercising Non-Defaulting Party.
17.10	Any transfer of Event Shares pursuant to this clause 17 shall be completed in accordance with Schedule 5 and the Shareholders shall do all things within their power to ensure that the Business continues to be run as a going concern during<br> the period between the service of a Compulsory Transfer Notice and the completion of the transfer of the relevant Event Shares.
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18	Rights to information and confidentiality
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18.1	The Company shall supply to each of the Initial Sponsor, the New Investor and the KP Investor the following information:
---	---
(a)	quarterly management information including unaudited (but reviewed by auditors) trial balance and draft Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Member’s Equity and Statement of Cash Flows<br> for the JV Group, prepared in accordance with GAAP, within 15 days of the end of the relevant quarter;
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(b)	annual unaudited (but reviewed by auditors) trial balance and draft Statement of Financial Position, Statement of Comprehensive Income, Statement of Changes in Member’s Equity and Statement of Cash Flows for the JV Group, prepared in<br> accordance with GAAP, within 15 days of the end of the relevant Financial Year;
---	---
(c)	annual audited financial statements for the JV Group, prepared in accordance with GAAP, within 45 days of the end of the relevant Financial Year; and
---	---
(d)	no later than 2 months before the start of each Financial Year, the draft Annual Budget for that Financial Year (it being agreed that any such budget shall contain such information as the Initial Sponsor and/or the New Investor may<br> reasonably require including (without limitation) a plan of the operating and capital expenditure of the JV Group for the forthcoming Financial Year broken down on a month by month basis).
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18.2	It is agreed that the Initial Sponsor, the New Investor and (only in respect of sub-pararaphs (iii) and (iv) of this clause 18.2) the KP Investor and their respective authorised<br> representatives shall be allowed, subject to any restrictions required to comply with applicable data protection legislation, access at all reasonable times and on reasonable notice to examine the books and records of each JV Group Company<br> and such financial, accounting, management, compliance and other information and records of each JV Group Company as the Initial Sponsor or the New Investor (as the case may be) may reasonably require from time to time to enable the Initial<br> Sponsor or the New Investor (as the case may be) to: (i) conduct an audit of the JV Group Company; (ii) prepare accounts complying with the accounting principles applicable to such Shareholder, or (iii) prepare tax returns and/or (iv) comply<br> with laws and regulations applicable to such party.
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18.3	All books and records of each JV Group Company shall be retained until the later of (i) the date being six years and one day from the end of the accounting period to which such records relate or (ii) the date on which Tax liabilities of<br> each JV Group Company in respect of such accounting period have been finally determined; and (iii) the end of any retention period required by applicable law and regulation from time to time.
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18.4	Subject to any restrictions contained in any applicable data protection legislation, and notwithstanding the duties owed by each of the directors of any JV Group Company to that JV Group Company, any director of any JV Group Company<br> nominated by a Shareholder shall be entitled to disclose any information and provide relevant documents and materials about the Company or any other JV Group Company to, and discuss its affairs, finances, accounts and compliance matters with,<br> appropriate officers and senior employees of that Shareholder. Any information, documents and materials supplied or disclosed to a Shareholder in accordance with clause 18.1 or this clause 18.4 shall, subject to clause 18.6, be kept strictly<br> confidential in accordance with clause 18.5.
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18.5	Subject to clause 18.6, each of the Shareholders shall (and shall ensure that its employees, agents and advisers shall) safeguard, treat as confidential and not use for the purposes of its own business any information, documents or<br> materials which it acquires in connection with this Agreement and which relate to the JV Group, to the Business or to the other Shareholders.
18.6	The confidentiality provisions in clause 18.5 shall not apply to:
---	---
(a)	any disclosure required by law or by any relevant national or supranational regulatory authority or by the rules of any recognised stock exchange, in which circumstances the party concerned shall, if practicable, supply a copy of the<br> required disclosure to the other parties before it is disclosed and comply with the reasonable requests of the other parties regarding such disclosure;
---	---
(b)	any disclosure of information where such information has come into the public domain otherwise than through breach of this clause 18;
---	---
(c)	any disclosure reasonably required to be made in order to enforce any provision of this Agreement or any other Agreement to which the Shareholder or any JV Group Company is a party;
---	---
(d)	any disclosure of details of the JV Group's affairs, finances and accounts to:
---	---
(i)	the professional and financial advisers of that Shareholder and members of its Group, where such advisers are required to know the same to carry out their duties or functions;
---	---
(ii)	any Tax Authority to the extent reasonably required for the purposes of the Tax affairs of the Shareholder or any member of its Group; and
---	---
(iii)	other members of its Group on a "need to know" basis; and
---	---
(e)	any disclosure to a proposed bona fide permitted transferee of a Shareholder's Shares, provided always that such disclosure is strictly for the purpose of enabling such third party to determine<br> whether or not to make an offer for such Shares, or to determine the level of such an offer and that the person to whom such disclosure is made enters into a confidentiality agreement in form and substance satisfactory to the Company.
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18.7	Where confidential information is disclosed to a third party in reliance on any of the exceptions referred to in clause 18.6(d)(i), 18.6(d)(iii) or 18.6(e), the disclosing party shall remain responsible for subsequent disclosure by the<br> recipient thereof, as if any such disclosure were made by the disclosing party and not the recipient.
---	---
18.8	The obligations of confidentiality in this clause 18 shall survive the termination of this Agreement and shall continue unless and until any of the relevant confidential information enters the public domain through no fault of the relevant<br> party or of any other person owing a duty of confidentiality to the Company or the relevant Subsidiary.
---	---
18.9	A Shareholder which ceases to be a Shareholder shall if so required in writing by the Company promptly hand over to the Company or the relevant Subsidiary all confidential information, documents and correspondence belonging to or relating<br> to the business of the Company or any other JV Group Company.
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19	Parties bound
19.1	The Company undertakes with each of the Shareholders to be bound by and comply with the terms and conditions of this Agreement insofar as the same relate to the Company and to act in all respects as contemplated by this Agreement.
---	---
19.2	Each of the Shareholders undertakes with the other to:
---	---
(a)	exercise its powers in relation to the Company in a manner consistent with ensuring that the Company fully and promptly observes, performs and complies with its obligations under this Agreement;
---	---
(b)	exercise its rights as a Shareholder in a manner consistent with this Agreement;
---	---
(c)	exercise all voting and other rights and powers vested in or available to it in a manner consistent with procuring the convening of all meetings, the passing of all resolutions and the taking of all steps necessary or desirable to give<br> effect to the terms of this Agreement and the rights and obligations of the parties set out in this Agreement; and
---	---
(d)	procure that any director of the Company appointed by it from time to time shall (subject to his/her fiduciary duties to the Company) exercise his/her voting rights and other rights and powers vested in or available to him/her in a manner<br> consistent with giving effect to the terms of this Agreement and the rights and obligations of the parties set out in this Agreement.
---	---
19.3	Each Shareholder undertakes with each of the other parties that while it remains a party to this Agreement it will not (except as expressly provided for in this Agreement) agree to cast any of the voting rights exercisable in respect of<br> any of the Shares held by it in accordance with the directions, or subject to the consent of, any other person (including another Shareholder).
---	---
19.4	The Company is not bound by any provision of this Agreement to the extent that it constitutes an unlawful fetter on any statutory power of the Company. This shall not affect the validity of the relevant provision as between the other<br> parties to this Agreement or the respective obligations of the other parties as between themselves.
---	---
20	Assignability and amendments
---	---
20.1	This Agreement shall be binding on and shall enure for the benefit of each party's successors and permitted assigns.
---	---
20.2	None of the parties may, without the written consent of the others, assign or transfer any of their respective rights or obligations under this Agreement, except in conjunction with a transfer of Shares in accordance with this Agreement<br> and the Company's constitutional documents.
---	---
20.3	The Company, each of the Initial Sponsor and the New Investor (each in their own name and on behalf of the other Preferred Shareholders) and the KP Investor may together unanimously agree non material variations to the terms of this<br> Agreement which will take effect on receipt of notice of the alteration by the other Shareholders.
---	---
20.4	Save as provided in clause 20.3, no purported variation of this Agreement shall be effective unless it is in writing, refers to this Agreement and is duly executed by each party.
---	---
21	Not a partnership
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Nothing in this Agreement shall create a partnership or establish a relationship of principal and agent or any other fiduciary relationship between or among any of the parties.

22	This Agreement to prevail over the Articles
22.1	In the event of any conflict, ambiguity or discrepancy between the provisions of this Agreement and the Articles, the Shareholders shall join in procuring that the Articles are altered to accord with the provisions of this Agreement, which<br> shall prevail.
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22.2	Each of the Shareholders agrees with the others that it will not exercise any rights conferred on it by the Articles which are or may be inconsistent with its rights or obligations under this Agreement.
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23	Entire Agreement
---	---
23.1	Each party acknowledges and agrees for itself (and as agent for each member of its Group) that:
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(a)	this Agreement, the Annual Budget, the Articles, the Business Plan and the Management Services Agreement, (together, the Joint Venture Documents) constitute the entire Agreement between the parties<br> and supersede any prior Agreement, understanding, undertaking or arrangement between the parties relating to the subject matter of the Joint Venture Documents provided that this clause 23 shall not affect the validity of the Key Person Side<br> Letter;
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(b)	by entering into the Joint Venture Documents it does not rely on any statement, representation, assurance or warranty of any person (whether a party to the Joint Venture Documents or not and whether made in writing or not) other than as<br> expressly set out in the Joint Venture Documents; and
---	---
(c)	the only rights or remedies available to it arising out of or in connection with any Joint Venture Document or its subject matter shall be solely for breach of contract except as otherwise expressly provided for in such Joint Venture<br> Document.
---	---
23.2	Nothing in this clause, and no other limitation in this Agreement, shall exclude or limit any liability for fraud.
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24	Further assurance
---	---

Each party shall execute and, so far as it is able, procure that any necessary third party shall execute, all such documents and/or do, or, so far as each is able, procure the doing of such acts and things as shall be reasonably required to give effect to this Agreement and any documents entered into pursuant to it and to give to the other the full benefit of all the provisions of this Agreement.

25	Announcements
25.1	Subject to clause 25.2, no announcement, circular or other communication (each an Announcement) concerning the existence or content of this Agreement shall be made by any Shareholders (or any member of its Group) without the prior written<br> approval of the other Shareholders (such approval not to be unreasonably withheld or delayed).
---	---
25.2	Clause 25.1 does not apply to any Announcement to the extent that it is required to be made by the rules of any stock exchange or any governmental, regulatory or supervisory body or court of competent jurisdiction to which the Shareholder<br> making the announcement (or any member of its Group) is subject, whether or not any of the same has the force of law, provided that any Announcement shall, so far as practicable, be made after the consultation with the New Investor, the KP<br> Investor and the Initial Sponsor.
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26	Releases, waivers and remedies
---	---

The rights and remedies of each party under this Agreement are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. No neglect, delay or indulgence by any party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any rights or remedy of any party under this Agreement will affect or restrict the further exercise or enforcement of any such remedy.

27	Severability

Each provision of this Agreement is severable and distinct from the others and if any provision is, or at any time becomes, to any extent or in any circumstances invalid, illegal or unenforceable for any reason that provision shall to that extent be deemed not to form part of this Agreement but the validity, legality and enforceability of the remaining parts of this Agreement shall not be thereby affected or impaired, it being the parties' intention that every provision of this Agreement shall be and remain valid and enforceable to the fullest extent permitted by law. In the event that a provision of this Agreement becomes, to any extent or in any circumstances, invalid, illegal or unenforceable for any reason, the parties shall use their best efforts to adopt and incorporate wording in this Agreement which will achieve as close as possible the same results as the provision or part thereof deemed not to form part of this Agreement as the result of operation of this clause 27.

28	Counterparts

This Agreement may be entered into in any number of counterparts, and each of the executed counterparts when duly exchanged or delivered shall be deemed to be an original, but, taken together they shall constitute one instrument.

29	Termination
29.1	Save as provided in clause 29.2, this Agreement shall cease to have effect in relation to a Shareholder if that Shareholder ceases to hold any Shares and such cessation was in accordance with the provisions of this Agreement.
---	---
29.2	This Agreement shall continue to have effect in relation to a Shareholder who has ceased to hold any Shares:
---	---
(a)	to the extent that any provision of this Agreement either expressly or impliedly continues after such cessation; or
---	---
(b)	where such Shareholder has any liability which at the time of such cessation has accrued to another party or which may so accrue in respect of any act or omission occurring on or prior to such cessation.
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30	Injunctions and specific performance
---	---

Each party acknowledges and agrees that damages may not be an adequate remedy for particular breaches of this Agreement and that each party shall be entitled (without prejudice to its other rights and remedies) to the equitable remedies of injunction and specific performance.

31	Costs
31.1	Save as provided in clause 31.2, each of the parties shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement, the other Joint Venture Documents and<br> all ancillary documents.
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31.2	The New Investor shall pay (up to an aggregate amount of US$52,000 (fifty two thousand US dollars) and GBP21000 (twenty one thousand British pounds sterling) fees and expenses of: (i) Jersey counsel to review the Joint Venture Documents on<br> behalf of the Company, (ii) Highvern Fund Administrator incurred in connection with the transactions contemplated by this Agreement, and (iii) the Key Person’s tax advisors, attorney(s) and other third-party fees associated with the<br> transactions contemplated by this Agreement.
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32	Rights of third parties
32.1	Save as provided in clause 32.2, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
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32.2	The parties agree that certain provisions of this Agreement confer a benefit on members of the parties' respective Groups, and that such provisions are intended to benefit, and be enforceable by, such members in their own right under the<br> Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, under no circumstances shall any consent be required from any such member for the termination, rescission, amendment or variation of this Agreement, whether or not<br> such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.
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33	Notices
---	---
33.1	A notice or other communication given under this Agreement (a Notice) shall be:
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(a)	in writing;
---	---
(b)	in the English language; and
---	---
(c)	sent by the Permitted Method to the Notified Address.
---	---
33.2	Permitted Method means any of the methods set out in the first column below, the second column setting out the date on which a Notice given by such method shall be deemed to be given provided the<br> Notice is properly addressed and sent in full to the Notified Address and subject always to clause 33.5:
---	---
(1)<br><br> <br>Permitted Method	(2)<br><br> <br>Date on which Notice deemed given
---	---
Personal delivery	When left at the relevant Notified Address if left before 5 pm on a Business Day, otherwise on the next Business Day
Courier	When the confirmation of receipt is issued or the courier has confirmed it has left the notice at the relevant Notified Address
E-mail	When sent to the Notified Address if sent before 5 pm on a Business Day, and otherwise on the next Business Day (unless the sender receives an automated notification of non‑delivery or rejection by the<br> recipient's e‑mail server, in which case the Notice shall be deemed not to have been given or received)

33.3	If a Notice is given by personal delivery or courier, it must be followed up with an email.
33.4	The notified address (Notified Address) of each of the parties is as set out below:
---	---
Name of party	Address	E-mail address	Marked for the<br><br> <br>attention of:
---	---	---	---
Initial Sponsor	Snow White Investments Limited, 5^th^ Floor, 44 Esplanade, St Helier, Jersey JE1 3FG	nikoletta.fouska@latsco-fo.ch<br><br> <br><br><br> <br>With a copy to:<br><br> <br><br><br> <br>efgijpcdteam8204@efgwealthsolutions.com	Nikoletta Fouska
KP Investor	International Maritime Holdings AG, Bahnhofstrasse 7, 6300 Zug	harris.antoniou@codrus.ch<br><br> <br><br><br> <br>With a copy to:<br><br> <br><br><br> <br>abackos@abmgmtllc.com	Harris Antoniou
Other KP Investor	Codrus Capital AG, Bahnhofstrasse 7, 6300 Zug	harris.antoniou@codrus.ch<br><br> <br>With a copy to:<br><br> <br><br><br> <br>abackos@abmgmtllc.com	Harris Antoniou
SA	Apollolaan 24, 1077BA Amsterdam, Netherlands	stephen.asplin@yahoo.com	Stephen Asplin
KK	Markou Botsari 30, 15237 Filothei, Greece	kkaramanis@gmail.com	Konstantinos Karamanis
The New Investor	c/o Costamare Shipping Company<br><br> <br>60 Zephyrou Street, Athens, Greece S.A.	agabrielides@costamare.com<br><br> <br><br><br> <br>With copy to: vmantzavinos@costamare.com	Anastassios Gabrielides
The Company	Neptune Maritime Leasing Limited, Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR	Neptune@highvern.com<br><br> <br><br><br> <br>With copy to: harris.antoniou@neptuneleasing.com	James Bryant

or such other postal address, e-mail address or “marked for the attentionof” as a party may, by written notice to the other parties, substitute for its Notified Address set out above.

33.5	In order for any service on the Company to be effective, a copy thereof shall also be given to the other Shareholders.

34	Governing law

This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English law.

35	Jurisdiction
35.1	The parties irrevocably agree that the courts of England and Wales are to have exclusive jurisdiction, and that no other court is to have jurisdiction to:
---	---
(a)	determine any claim, dispute or difference arising under or in connection with this Agreement, any non-contractual obligations connected with it, or in connection with the negotiation, existence, legal validity, enforceability or<br> termination of this Agreement, whether the alleged liability shall arise under the law of England or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts<br> (Proceedings); and
---	---
(b)	grant interim remedies, or other provisional or protective relief.
---	---
35.2	Each party submits to the exclusive jurisdiction of the courts of England and Wales and accordingly any Proceedings may be brought against it or any of its respective assets in such courts.
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36	Service of process
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36.1	The KP Investor and the Other KP Investor each hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London, EC1 7AD to accept on its behalf service of all legal process arising out of or in<br> connection with any proceedings before the courts of England and Wales in connection with this Agreement. The KP Investor and the Other KP Investor each agrees that:
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(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
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36.2	The Company hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London, EC1 7AD to accept on its behalf service of all legal process arising out of or in connection with any proceedings<br> before the courts of England and Wales in connection with this Agreement. The Company agrees that:
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(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
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36.3	The Initial Sponsor hereby irrevocably authorises and appoints Latsco (London) Limited of 17 Duke of York Street, London, SW1Y 6LB to accept on its behalf service of all legal process arising out of or in connection with any proceedings<br> before the courts of England and Wales in connection with this Agreement. The Initial Sponsor agrees that:
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(a)	failure by Latsco (London) Limited to notify it of the process will not invalidate the proceedings concerned; and
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(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
36.4	SA hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London EC1 7AD, United Kingdom to accept on its behalf service of all legal process arising out of or in connection with any<br> proceedings before the courts of England and Wales in connection with this Agreement. SA agrees that:
---	---
(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
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36.5	KK hereby irrevocably authorises and appoints Highvern UK Limited of Devonshire House, 60 Goswell Road, London EC1 7AD, United Kingdom to accept on its behalf service of all legal process arising out of or in connection with any<br> proceedings before the courts of England and Wales in connection with this Agreement. KK agrees that:
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(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
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36.6	The New Investor hereby irrevocably authorises and appoints Mr. Alan Ross, presently at 58 Mymms Drive, Brookmans Park, Hatfield, Hertfordshire, AL9 7AF, England, to accept on its behalf service of all legal process arising out of or in<br> connection with any proceedings before the courts of England and Wales in connection with this Agreement. The Initial Sponsor agrees that:
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(a)	failure by Mr. Alan Ross to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other parties of this appointment.
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37	Data Protection
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For the purposes of the Data Protection (Jersey) Law 2018 as amended from time to time (the Data Protection Law), the Company shall be the data controller in respect of any personal data provided in respect of Shareholders and their respective representatives, directors, officers, agents or beneficial owners. Personal data shall be processed in accordance with the Privacy Notice set out in Schedule 7. The Privacy Notice sets out the purposes for which such personal data may be processed, the circumstances in which such data might be disclosed or transferred, Shareholders' rights in respect of such data, as well as other matters.

This Agreement has been executed as a deed and it has been delivered on the date stated at the beginning of this Agreement.

Schedule 1

The Reserved Matters

Part 1

Class A Reserved Matters

1.	Any change in the Business, including launch of new product lines (other than the acquisition of ship loan portfolios in the secondary loan market or the lending to ship owning companies as a primary lender).
2.	Any use of the “Neptune” name outside the ordinary course of business of the Company.
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3.	Any decision to terminate all or substantially all of the Business unless in the process of such termination the KP Investor receives an amount equal to its investment plus a return representing an IRR of at<br> least ten per cent (10%) on the Other KP Investor’s investment in the Preferred Shares.
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4.	Any decision to sell all or substantially all of the business or assets of the JV Group or enter into any other Exit Transaction (other than an IPO) unless the KP Investor would receive an amount equal to its<br> investment plus a return representing an IRR of at least ten per cent (10%) on the Other KP Investor’s equity investment in the Preferred Shares.
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5.	Any change in the Company’s jurisdiction or tax residency which materially and adversely affects the Swiss tax ruling obtained by and applicable to the Company, unless the New Investor has undertaken to<br> compensate the affected Shareholders for such adverse effect.
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6.	Any change in the accounting policies of a JV Group Company other than as required by law or in order to address Controlled Foreign Corporation issues relating to any of the New Investor’s shareholders (and in<br> particular, but without limitation, Konstantinos Konstantakopoulos).
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7.	Any material change to the Management Services Agreement or the termination of the Management Services Agreement by the Company other than in accordance with its terms.
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8.	The entering into or amending an agreement, arrangement or transaction between the New Investor or its affiliates and a JV Group Company which is not on arm’s length terms (and for these purposes terms which<br> are more beneficial to a JV Group Company than arm’s length terms will be deemed as being arm’s length terms).
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Part 2

Class B Reserved Matters

1.	Any change in the common intention to obtain a profitable realization or valuation of the Shareholders’ respective shareholdings in the Company by way of an IPO.
2.	Any change in the Business, including launch of new product lines (other than the acquisition of ship loan portfolios in the secondary loan market or the lending to ship owning companies as a primary lender).
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3.	Admission of any person other than the Initial Shareholders as a Shareholder.
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4.	Any decision to terminate all or substantially all of the Business unless in the process of such termination the Initial Sponsor receives an amount equal to its investment plus a return representing an IRR of<br> at least ten per cent (10%) on its investment in the Preferred Shares.
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5.	Any decision to sell all or substantially all of the business or assets of the JV Group or enter into any other Exit Transaction (other than an IPO) unless the Initial Sponsor would receive an amount equal to<br> its investment plus a return representing an IRR of at least ten per cent (10%) on its investment in the Preferred Shares.
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6.	Any change in the Company’s jurisdiction or tax residency which adversely affects the tax position of the Initial Sponsor or its current ultimate beneficial owner as at the date of this Agreement (unless such<br> ultimate beneficial owner has changed his or her tax residency since the date of this Agreement), unless the New Investor has undertaken to fully compensate the affected persons for such adverse effect.
7.	The entering into or amending an agreement, arrangement or transaction between the New Investor or its affiliates and a JV Group Company which is not on arm’s length terms (and for these purposes terms which<br> are more beneficial to a JV Group Company than arm’s length terms will be deemed as being arm’s length terms).
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8.	Any material change to the Management Services Agreement or the termination of the Management Services Agreement by the Company other than in accordance with its terms and/or entry into, material changes to and<br> termination of any replacement management services agreement.
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9.	Any change in the role of the Key Person such that the Key Person would for any reason cease to be substantially and actively involved in the provision by the Manager of the Management Services.
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Part 3

Class C Reserved Matters

1.	Approval of the Annual Budget and Business Plan and any amendments thereto and any material deviation in the conduct of the Business from such Annual Budget and/or Business Plan.
2.	The creation of a permanent establishment by the Company in any jurisdiction outside Jersey or change of Company's tax status, the jurisdiction in which the Company is tax resident or jurisdiction of<br> organization.
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3.	Any changes to the Articles or the adoption of new articles of the Company.
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4.	Admission of any person other than the Initial Shareholders as a Shareholder.
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5.	Any acquisition, sale or other alienation or transfer of ownership, possession or use of vessels and any financial arrangements or other transactions relating to the above, in each case entered into by any JV<br> Group Company.
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6.	Entering into, amending or terminating any loan or other financing agreements of any nature by any JV Group Company.
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7.	Entering into, amending or terminating any material contracts, including without limitation vessel management agreements.
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8.	Appointment or termination of appointment of the auditors of any JV Group Company.
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9.	Any change in the accounting policies of any JV Group Company other than as required by law.
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10.	Any changes to the Management Services Agreement, termination of the Management Services Agreement by the Company, and the giving of any consents or waiver of rights by the Company under the Management Services<br> Agreement.
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11.	The adoption or amendment or grant of rights under any incentive plan established by the Company.
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Schedule 2

Preferred Shareholders Reserved Matters

1.	Authorising issue of any Shares, or securities convertible into Shares to any person.
2.	Any Exit Transaction that would result in the Preferred Shareholders receiving a return on their Preferred Shares (which when aggregated with prior returns) in an amount less than an amount equal to its<br> investment plus an amount representing an IRR on their Capital Contributions actually made of seven percent (7%), it being understood that an Exit Transaction which would result in holders of Preferred Shares owning Ordinary Shares or<br> receiving a return (which when aggregated with prior returns) in an amount equal to or more than an amount equal to its investment plus and amount representing an IRR on their Capital Contributions of seven percent (7%) and any actions<br> related to such an Exit Transaction shall not constitute a Preferred Shareholders Reserved Matter.
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3.	Effecting any merger or consolidation of the Company with any other entity, of any form.
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4.	Amending, altering or repealing any of the provisions of the Articles in any manner which materially and adversely could affect the preferences, privileges, restrictions or other rights of the Preferred Shares<br> including for the avoidance of doubt any extension of the Conversion Date.
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5.	Entry into, amendment or termination, of any agreement or transaction with the Key Person and/or KP Investor and/or the Other KP Investor or any of their respective affiliates.
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6.	Changing the Company’s tax status or jurisdiction of organization.
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7.	Cessation of business or winding up of the Company otherwise than as required by law or as contemplated pursuant to clause 17.5.
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For the purpose of Schedule 1 and this Schedule 2, where an IRR is to be determined with respect to any Shareholder as of any date, it shall be computed using the XIRR function in Microsoft Excel as follows:

(a)	for this calculation the aggregate amount of Capital Contributions made to the Company by such Preferred Shareholder before, on or after the date of this Agreement shall be considered outflows (and have a<br> negative sign in the Microsoft Excel spreadsheet);
(b)	the date of outflows shall be the date of receipt of such Capital Contributions by the Company;
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(c)	for this calculation, without duplication, all distributions received by such Preferred Shareholder pursuant to this Agreement shall be considered inflows (and have a positive sign in the Microsoft Excel<br> spreadsheet), including all Preferred Dividend payments and return of capital distributions received by such Preferred Shareholder pursuant to the Articles, in each case in respect of such Preferred Shareholder’s Shares (including for the<br> avoidance of doubt, its Ordinary Shares);
---	---
(d)	the dates of inflows shall be the dates of receipt of such distributions from the Company by such Preferred Shareholder in respect of such Shareholder’s Shares;
---	---
(e)	if any Share is transferred in accordance with the terms of this Agreement, then, for purposes of calculating the IRR:
---	---
(i)	the transferee shall be deemed to have made the Capital Contributions made by the transferor to the Company and received the distributions received by the transferor from the Company (as of the date(s) such<br> Capital Contribution(s) or distribution(s) were initially made or received) or, in the case of a transfer of less than the transferor’s entire Shares, a portion of such Capital Contributions pro rata to the number of Shares actually<br> transferred; and
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(ii)	the transferor shall be deemed not to have made such Capital Contributions and not to have received such distributions.
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Schedule 3

Deed of Adherence

THIS DEED OF ADHERENCE is made on

BY:

[insert name of New Shareholder] of [insert address of New Shareholder] (the New Shareholder) in favour of the persons whose names are set out in the Schedule to this deed and is supplemental to the Amended and Restated Subscription and Shareholders’ Agreement dated [•] 202[3] between Neptune Maritime Leasing Limited (the Company), Snow White Investments Limited, Costamare Maritime Finance Limited, Codrus Capital A.G., the Individual Investors (as defined therein) and International Maritime Holdings A.G. (the Agreement). Terms defined in the Agreement shall have the same meaning herein.

THE NEW SHAREHOLDER AGREES AS FOLLOWS:

1.	The New Shareholder confirms that it has read a copy of the Agreement and covenants with each other Shareholder and the Company to perform and be bound by all the terms of the Agreement as if the New<br> Shareholder were named in the Agreement as [and A Shareholder/B Shareholder/C Shareholder [and] a Preferred Shareholder]*.
2.	This deed is governed by English law.
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[Include jurisdiction clause and agent for service clause in appropriate circumstances.]

IN WITNESS whereof this deed has been executed by the New Shareholder and is intended to be and is hereby delivered on the date first above written.

[*Delete as applicable]

EXECUTED as a DEED	)
by	)
[insert name of New Shareholder]	)
in the presence of:	)
Signature
Name
Address
Occupation

Schedule 4

Fair Market Value

1.	This Schedule shall apply in relation to the determination of Fair Market Value pursuant to this Agreement.
2.	The Fair Market Value shall be determined in accordance with this Schedule 4 by the Athens office of such of Ernst & Young, KPMG, Deloitte or PricewaterhouseCoopers or by Morgan Stanley investment bank as<br> is in the case where determination of the Fair Market Value is required as a result of the operation of:
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(a)	clause 17 (Compulsory transfer), selected and appointed by the Exercising Non-Defaulting Party holding the largest number of votes attaching to Ordinary Shares; and
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(b)	clause 11 (Deadlock provisions) as agreed between the New Investor and the Blocking Shareholder or if no such agreement is reached within 15 Business Days of the<br> relevant Deadlock Transfer Notice then each of the New Investor and the Blocking Shareholder shall appoint one of the organisations mentioned above as it may choose (in which case the provisions of this Schedule 4 shall be deemed to be<br> modified so as to apply equally to both such valuers with the Fair Market Value being the average of the two valuations and with each appointing Shareholder bearing the costs of the valuer it has appointed),
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provided in either such case such company or firm does not have a significant relationship with the Exercising Non-Defaulting Party/Blocking Shareholder or the New Investor (as applicable) or their respective affiliates which might give rise to a conflict of interest.

3.	The relevant Shareholders shall enter into an appropriate form of appointment of the accounting firm or investment bank as so selected (in either case, the Valuer) as<br> soon as reasonably practicable (and in any event within 30 days) following the determination in accordance with paragraph 2 of this Schedule 4 and shall act reasonably in agreeing the terms and conditions of such appointment, including in<br> respect of fees (which shall be borne by: (a) the Defaulting Shareholder in the case of the operation of clause 17 (Compulsory transfer); and (b) the relevant Shareholders in equal amounts in the case<br> of the operation of clause 11 (Deadlock provisions)) and any exclusions and limitations of liability where it can be reasonably demonstrated that such terms and conditions reflect market standard<br> provisions for such appointments.
4.	The Valuer shall be instructed to certify in writing, within 20 Business Days of its appointment, the Fair Market Value of the relevant class (or classes) of Share.
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5.	The Valuer shall determine the Fair Market Value of the relevant Shares on the following assumptions and bases (for the avoidance of doubt, excluding always any intangible asset of any kind such as goodwill,<br> trademarks, etc.):
---	---
(a)	valuing the Shares to be sold on the basis of:
---	---
(i)	the Net Present Value of the Company; plus
---	---
(ii)	in respect of any other JV Group Company, the Net Present Value of such JV Group Company taking into account the participation percentage of the Company to such JV Group Company; plus
---	---
(iii)	the value of the relevant JV Group Company’s tangible assets (including, but not limited to, real estate and cash) as long as they are not included in the Net Present Value of that JV Group Company; less
---	---
(iv)	any liabilities of the relevant JV Group Company as long as they are not included in the Net Present Value of that JV Group Company;
---	---

(b)	that the Shares to be sold are capable of being transferred without restriction;
(c)	valuing the relevant Shares to be sold as a rateable proportion of the total value of all the issued Shares of that class without any premium or discount being attributed to the percentage of the issued Shares of that class which they<br> represent;
---	---
(d)	save where the Company has ceased to carry on business as a going concern, the determination of the Fair Market Value shall be on the basis that the Company is (and the Subsidiaries, if any, are) carrying on business as a going concern<br> (for the avoidance of doubt, the Valuer(s) shall always take into account contracted revenues only), and will continue to do so;
---	---
(e)	if relevant, there shall be taken into account any loss, damages and costs suffered or incurred or to be suffered or incurred by the Company or any other JV Group Company as a result of the occurrence of the Event of Default which resulted<br> in a Compulsory Transfer Notice being served;
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(f)	the Fair Market Value shall be determined as at the date of the Compulsory Transfer Notice;
---	---
(g)	the Valuer shall determine the Fair Market Value using the discounted cash flow model valuation methodology;
---	---
(h)	the Valuer may consult with (or obtain valuations from) such valuers or other professionals as it shall see fit prior to making its determination, provided that the fees of such other valuers or other professionals have been agreed in<br> advance by the Exercising Non-Defaulting Party or, as the case may be, the New Investor and/or the Blocking Shareholder appointing and selecting the Valuer (such fees shall be borne by the Shareholders as provided above in this Schedule 4<br> and, for the avoidance of doubt, in the event that a Valuer is appointed by each of the New Investor and the Blocking Shareholder, each one will pay for the fees of such other valuers or other professionals appointed by the Valuer appointed<br> by it);
---	---
(i)	the Valuer shall be deemed to be acting as an expert and not as an arbitrator and its decision shall, in the absence of fraud or manifest error, be final and binding on the Parties;
---	---
(j)	the Parties shall procure that there is made available to the Valuer such information relating to the JV Group as it may reasonably require in order to determine the Fair Market Value;
---	---
(k)	each of the Shareholders shall be entitled to make written representations and cross representations to the Valuer, which representations shall be copied to the other Shareholders;
---	---
(l)	the Valuer's determination shall include a determination of the Transfer Price, as well as the Fair Market Value; and
---	---
(m)	a copy of the Valuer's determination of the Fair Market Value, and of the Transfer Price, shall be provided to the Shareholders.
---	---
6.	If any difficulty arises in applying any of these assumptions or bases then the Valuer shall resolve that difficulty in such manner as it/they shall in its absolute discretion think fit.
---	---

Schedule 5

Completion of sale and purchase of Shares

1.	Any sale of Shares from one Shareholder (the Seller) to another Shareholder or the Company (the Buyer) pursuant to this<br> Agreement shall be completed in accordance with this Schedule 5.
2.	At completion of any sale referred to in clause 17, the following shall take place, save where any requirement on one party has been waived by the other party the Seller shall:
---	---
(a)	deliver or cause to be delivered to the Buyer (or as it may direct) a duly executed transfer or transfers in favour of the Buyer (or as it may direct) in respect of the Shares held by the Seller, accompanied by<br> the relevant share certificates or other documents of title and any power of attorney or other authority under which such transfer or transfers have been executed, together with a power of attorney in a form and in favour of a person<br> nominated by the Buyer enabling the Buyer, pending registration, to exercise all rights of ownership in relation to the Shares held by the Seller, including voting rights;
---	---
(b)	if applicable, procure the resignation of all its appointees to the Board such resignations to take effect without any liabilities on the Company on any grounds; and
---	---
(c)	do all such other things and execute all such other documents as the Buyer may reasonably require to give effect to the sale and purchase of the relevant Shares and the other matters described in this Schedule<br> 5.
---	---
3.	The Buyer shall pay to the Seller (or as it may direct) by electronic funds transfer to the account notified by the Seller to the Buyer the purchase price for such Shares as determined in accordance with this<br> Agreement.
---	---
4.	If the Seller fails or refuses to transfer any Shares in accordance with this Schedule 5 the Buyer may serve a default notice. Within two Business Days of service of such default notice (unless such<br> non‑compliance has previously been remedied to the reasonable satisfaction of the Buyer), the Seller shall cease to exercise any of its powers or rights in relation to management of, and participation in the profits of, the Company under this<br> Agreement, the Articles or otherwise. The Directors appointed by the Seller (or its predecessor in title) shall not:
---	---
(a)	be entitled to vote at any Board Meeting;
---	---
(b)	be required to attend any meeting of Directors in order to constitute a quorum; or
---	---
(c)	be entitled to receive or request any information from the Company.
---	---
5.	Each of the Buyer and Seller appoints the other (or any Director or Directors appointed by that other) irrevocably and by way of security for the performance of the appointor’s obligations under this Schedule 5<br> and as the appointor’s attorney or attorneys, to execute any document necessary to give effect to this Schedule 5. Each Buyer or Seller undertakes to ratify whatever any attorney shall lawfully do or cause to be done in accordance with such<br> power of attorney and to pay to the attorney on demand an amount equal to all Losses which the attorney may suffer or incur as a result of the lawful exercise by him of the powers conferred under such power of attorney.
---	---
6.	If the Seller complies with its obligations under this Schedule 5 but the Buyer fails to pay to the Seller the amounts it is obliged to pay on the stipulated completion date then such monies shall bear interest<br> at the Default Interest Rate.
---	---

Schedule 6

Form of Call Notice

[Letterhead of the Company or Manager]

[Date]

To:	[Shareholder]

[Address]

For the attention of: [Shareholder’s Contact]

Dear Sirs

Neptune Maritime Leasing Limited: Notice of Call

We refer to the Amended and Restated Subscription and Shareholders Agreement dated [·] 2023 between Neptune Maritime Leasing Limited (the Company), Snow White Investments Limited, Costamare Maritime Finance Limited, the Individual Investors (as defined therein), International Maritime Holdings A.G. and Codrus Capital AG relating to the Company (the Subscription and Shareholders Agreement). Terms defined in the Subscription and Shareholders Agreement have the same meaning in this Notice.

[For the purpose of this letter we are acting on behalf of the Company pursuant to clause 6.2 of the Subscription and Shareholder Agreement.] We hereby give you notice pursuant to clause 6 of the Subscription and Shareholders Agreement that you are required to make the following subscription for Preferred Shares and [B][C] Shares in accordance with clause 6 of the Subscription and Shareholders Agreement:

Currency:	US dollars
Class of Shares:	Preferred Shares
Subscription price per Preferred Share called:	US$[·]
Total number of Preferred Shares to be subscribed pursuant to this Call:	[·]
[Total number of [B][C] Shares to be subscribed pursuant to this Call (for US$1 in total):]	[·]
[Aggregate number of A Shares to be issued to the KP Investor (for US$1 in total):]^1^	[[·]]
Capital Contribution Date:	[·]
Escrow Account Details:
Bank Account Name:
Account Number:
Method of payment:
For and on behalf of Neptune Maritime Leasing Limited:
---
Signatory:

^1^ Bracketed text to be deleted for Preferred Shareholders who are not entitled to receive Ordinary Shares.

Schedule 7

Privacy Notice

This privacy notice explains the manner in which the Company collects, processes and maintains personal data about you pursuant to the Data Protection Law.

You should review this notice carefully as it contains information about the treatment of your personal data and your rights under the Data Protection Law.

Interpretation: For the purposes of this privacy notice: (i) Data Protection Law means any applicable law from time to time relating to the processing of personal data and/or privacy, including the Data Protection (Jersey) Law 2018, as amended from time to time and the General Data Protection Regulation (EU) 2016/679 (ii) data controller, data processor, data subject, personal data, and processing shall have the meanings given to them under the Data Protection Law, (iii) we, us or our means the Company, in its capacity as data controller and/or data processor (as applicable) of the personal data, and (iv) you or your means the subscriber for Shares in the Company and includes any person owning or controlling the subscriber, having a beneficial interest in the subscriber, or for whom the subscriber is acting as agent or nominee.

Sources of personal data: The Company collects personal data (including identifiers such as names, date of birth, gender, addresses, nationalities, tax identification numbers, and financial and investment qualifications, bank details and telephone/mobile numbers) about subscribers mainly through the following sources:

(a)	subscription forms, investor questionnaires and other information provided by the subscriber in writing (including any anti-money laundering, identification, and verification documentation), in person, by<br> telephone (which may be recorded), electronically or by any other means;
(b)	transactions within the Company, including account balances, investments, distributions, payments and withdrawals;
---	---
(c)	information captured on our website, including registration information and any information captured via cookies, and
---	---
(d)	we may also collect personal data relating to you from credit reference agencies and available public databases or data sources, such as news outlets, websites and other media sources and international<br> sanctions lists.
---	---

Purposes: The storage, processing and use of personal data will take place for the following purposes:

Where the processing is necessary for compliance with a legal obligation to which the Company is subject to comply with in-house procedures and statutory/regulatory requirements applicable to the Company (including under FATCA, CRS, AML legislation and customer due diligence verification purposes).

Where the processing is necessary for the Company to perform a contract to which you are a party or for taking pre-contract steps at your request

(a)	to manage or administer your commitments and/or interests and any related accounts on an ongoing basis;
(b)	to administer and operate the Company;
---	---
(c)	to verify the identity of the Company in connection with any actual or proposed investments of the Company and/or for any purpose which the Company considers is necessary or desirable to further the<br> interests of the Company;
---	---

(d)	risk management and risk controlling purposes relating to the Company or any entity in the same group as the Company.

Where the processing is necessary in order to pursue the Company's or a third party's legitimate interests

(a)	for direct marketing purposes;
(b)	to help detect, prevent, investigate, and prosecute fraud and/or other criminal activity, and share this data with our legal, compliance, risk and managerial staff to assess suspicious activities;
---	---
(c)	to investigate and respond to any complaints about us and to help maintain service quality and train staff to deal with complaints and disputes.
---	---

Where you consent to the processing of personal data

(a)	for any other specific purpose to which you have given specific consent.

As a data controller, we will only use your personal data for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal data for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.

Automated decision-making

We do not envisage that any decisions will be taken about you using fully automated means, however we will notify you in writing if this position changes.

Disclosure of personal data: Any disclosure of personal data shall be in accordance with the obligations of the disclosing party under the Data Protection Law. Further:

(a)	where you have notified us of your adviser, the personal information provided may be shared with such adviser. You must notify us in writing if you no longer wish us to share your personal information with your<br> adviser or of any change to your adviser. Your adviser should have its own arrangements with you about its use of your personal information;
(b)	we may share your personal information with companies or other entities or persons affiliated with the Company and any third party to whom the Company may delegate or may appoint as service provider in<br> respect of certain functions in relation to the Company which may include an auditor, administrator, registrar, distributor and/or other fund service providers (Processors) for the purposes set out in this Privacy Notice;
---	---
(c)	if we undergo a group reorganization or are sold to a third party, the personal information provided to us may be transferred to that reorganized entity or third party and used for the purposes highlighted<br> above;
---	---
(d)	in the course of the processing of personal data such personal data may be transferred to Processors situated or operating in countries outside of Jersey and the European Economic Area, and such countries<br> may not have data protection laws equivalent to those in Jersey and the EEA. The Company will, where required to do so by law or where it considers appropriate, implement contracts which seek to ensure that any such entity is contractually<br> bound to provide an adequate level of protection in respect of the personal data transferred to it and that any such transfer complies with the requirements of the Data Protection Law.
---	---

Subscriber rights: you have the right to:

(a)	access your personal data;
(b)	correct your personal data where it is inaccurate or incomplete;
---	---
(c)	restrict under certain circumstances the further processing of your personal data;
---	---
(d)	ask for erasure of your personal data under certain circumstances;
---	---
(e)	object to the use of your personal data (including for direct marketing purposes);
---	---
(f)	ask for personal data portability under certain circumstances.
---	---

Further, you may at your discretion refuse to communicate personal data to the Company or object to some processing of your personal data. There are, however, situations where the Company can refuse to comply with such a request. For example, where it is subject to a legal or contractual obligation to process the data. In this case, however, there may be implications in respect of your holding in the Company until such time as the requisite data has been provided.

Where the processing is based on consent, the withdrawal of consent shall not affect the lawfulness of processing for other reasons and based on other grounds where this is permitted under applicable law.

Exercise of rights: You may exercise your rights by writing to the Company at the following e-mail address: neptune@highvern.com (with copy to dataofficer@neptuneleasing.com).

Complaints: Should you have any unresolved complaints in relation to the retention or processing of personal data, you may lodge a complaint with the Data Protection Authority in Jersey: Tel +44 (0)1534 716530 or at www.jerseyoic.org.

Retention of Personal Data: The personal data shall not be held by the Company for longer than necessary with regard to the purposes of the data processing, subject to any limitation periods provided by law.

Changes to Privacy Notice: The Company reserves the right to update this Privacy Notice at any time, and will ensure that any update to this privacy notice is made available. We encourage you to regularly review this and any updated Privacy Notice to ensure that you are always aware of how personal data is collected, used, stored and disclosed. We may also notify you in other ways from time to time about the processing of your personal data.

For and on behalf of	)
Neptune Maritime Leasing Limited	)
	)
	)

Execution page of Amended and Restated Subscription and Shareholders’ Agreement

Executed as a deed by SNOW WHITE

INVESTMENTS LIMITED acting by
EFG Trust Company Limited, a director,	Director
in the presence of:
Witness name:	Richard Michel
---	---
Witness address:	44 Esplanade St Helier
---	---
Jersey, JE2 3YQ
---
Witness occupation:	Trust Manager
---	---
Executed as a deed by INTERNATIONAL
---	---
MARITIME HOLDINGS A.G acting by
Charalampos Antoniou, a director,	Director
in the presence of:
Witness name:	Athanasios Voudris
---	---
Witness address:	17 Bd. Du Larvotto, Monaco 98000, Monaco
---	---
Witness occupation:	Director
---	---

Execution page of Amended and Restated Subscription and Shareholders’ Agreement

Executed as a deed by CODRUS
CAPITAL A.G acting by
Charalampos Antoniou, a director,	Director
in the presence of:
Witness name:	Athanasios Voudris
---	---
Witness address:	17 Bd. Du Larvotto, Monaco 98000, Monaco
---	---
Witness occupation:	Director
---	---
Executed as a deed by COSTAMARE MARITIME FINANCE LIMITED
---	---
acting by
Konstantinos Zacharatos, a director,	Director
in the presence of:
Witness name:	Christos Magklaras
---	---
Witness address:	60 Zephyrou Street, Athens, Greece
---	---
Witness occupation:	Solicitor
---	---

Execution page of Amended and Restated Subscription and Shareholders’ Agreement

Executed as a deed by STEPHEN

ASPLIN
in the presence of:
Witness name:	Marcie Asplin
---	---
Witness address:	Apollolaan 24, 1077BA Amsterdam
---	---
Witness occupation:	Housewife
---	---
Executed as a deed by KONSTANTINOS
---
KARAMANIS
in the presence of:
Witness name:	Elena Gryllaki Karamani
---	---
Witness address:	Markou botsari 30, filothei 15237, Athens
---	---
Greece
---
Witness occupation:	N/a
---	---

Execution page of Amended and Restated Subscription and Shareholders’ Agreement

Executed as a deed by NEPTUNE MARITIME
LEASING LIMITED acting by,
James Bryant, a director,	Director
in the presence of:
Witness name:	Michael Doherty
---	---
Witness address:	Whiteley Chambers, Don Street, St helier
---	---
	Jersey, JE2 4TR
---	---
Witness occupation:	Senior Fund Manager

Exhibit 4.15

Execution Version

AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT

THIS AGREEMENT is dated 14 March 2023

AMONG:

(1)	NEPTUNE MARITIME LEASING LIMITED, a company incorporated and<br> existing under the laws of Jersey with its registered office at Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR (“NML”); and
(2)	NEPTUNE GLOBAL FINANCING LIMITED, a company incorporated and<br> existing under the laws of Jersey with its registered office at Whiteley Chambers, Don Street, St Helier, Jersey JE2 4TR (“Manager”),
---	---

(NML and the Manager together, the “Parties”, and each a “Party”).

WHEREAS:

(A)	Pursuant to the Shareholders Agreement (as defined below), NML has been formed as the parent company of each of the Owners (as defined below), which, in turn, have been<br> or are to be incorporated to own the Vessels.
(B)	In order to provide NML with accounting, strategic, commercial and vessel-specific services as required, NML desires to engage the Manager to provide such services.
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(C)	The Manager has agreed to provide by its own personnel and resources such services to NML on the terms and conditions set out in this Agreement.
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IT IS HEREBY AGREED:

1	DEFINITIONS AND CONSTRUCTION
1.1	Definitions
---	---

In this Agreement, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them:

“Administrator” means Highvern Fund Administrators Limited or such other person approved by NML that provides services to NML.

“Affiliate” means, in relation to any person, any other person which, directly or indirectly, Controls, is Controlled by or is under common Control with, such person.

“Applicable Laws” means, in respect of any Person, property, transaction or event, all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event, all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes, of practice and policies of any Governmental Entity having authority over that Person, property, transaction or event and having the force of law, and all general principles of common law and equity.

“Approved Investment” has the meaning given to such term in the Shareholders Agreement.

“Articles” has the meaning given to such term in the Shareholders Agreement.

“Books and Records” means all books of account and records, tax records, sales and purchase records, Vessel records, all documents and written records relating to the insurances, computer software, formulae, business reports, invoices, all records and third party invoices relating to the Manager’s and/or any sub-contractors or agent’s expenses, plans and projections and all other documents, files, correspondence and other written information (whether printed, electronic or computer print-out form) of NML and/or the Owners with respect to the Vessels or the business of NML and/or the Owners.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in Jersey are required by law or executive order to close.

“Capital Contribution” has the meaning given to such term in the Shareholders Agreement.

“Change of Control” means, in relation to the Manager:

(a)	a Person acquires Control of the Manager where no Person previously has such Control; or
(b)	a Controller of the Manager ceases to have Control of the Manager; or
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(c)	a Person acquires Control of the Controller of the Manager; or
---	---
(d)	a Person who is not under the Control of the Controller of the Manager acquires Control of the Manager,
---	---

provided always that there shall be no Change of Control if it arises as a result of (i) a share exchange or other matter and the Person acquiring Control is a body corporate with the same shareholders (both in identity and holdings) as the Controller immediately prior to such exchange or other matter; or (ii) a Change of Control which occurs in relation to a Controller of the Manager the shares of which Controller are listed on a recognised stock exchange.

“Control in relation to a body corporate or a partnership means the ability of a Person to ensure that the activities and businesses of that body corporate or partnership are conducted in accordance with the wishes of that Person, and a Person shall be deemed to have Control:

(a)	of a body corporate if that Person possesses the majority of the issued share capital or the voting rights in that body corporate or the right to appoint or remove directors of that body<br> corporate holding a majority of the voting rights at meetings of the board of directors (or equivalent management organ) on all, or substantially all, matters;
(b)	of a partnership if that Person has the right to a share of more than one-half of the assets, or of more than one half of the income, of that partnership in circumstances where it can<br> reasonably be expected that such Person directs the affairs of that partnership.
---	---

“Controller” means, in relation to the Manager, the Person which is not itself subject to Control but which has Control of the Manager, either directly or through a chain of Persons each of whom has Control over the next Person in the chain.

“Commitment Period” has the meaning given to such term in the Shareholders Agreement.

“Confidential Information” means all non-public or proprietary information or data (including all oral and visual information or data recorded in writing or in any other medium or by any other method) relating to a Disclosing Party that is obtained from the Disclosing Party or any third party on the Disclosing Party’s behalf, at any time before, simultaneously with, or after the execution of this Agreement; and, without prejudice to the general nature of the foregoing definition, the term Confidential Information shall include, but not by way of limitation, (i) information regarding the Disclosing Party’s existing or proposed operations, business plans, market opportunities, and business affairs and (ii) any information ascertainable by inspection of Confidential Information disclosed to the Receiving Party or by the analysis of any materials supplied to the Receiving Party. Notwithstanding the foregoing, Confidential Information shall not include any information which (x) is public knowledge at the time of disclosure or which subsequently becomes public knowledge other than as a result of a breach of this Agreement; (y) the Receiving Party can show was made available to it by some other Person who had a right to do so and who was not subject to any obligation of confidentiality or restricted use regarding such information; or (z) was developed by the Receiving Party independently without use of any confidential information provided hereunder or by a third party in breach of its confidentiality obligations.

“Disclosing Party” means a Party who has disclosed Confidential Information hereunder to the other Party or on whose behalf Confidential Information has been disclosed to the other Party.

“Force Majeure Event” means acts, events, cause or conditions beyond the reasonable control of the relevant Party and not attributable to its fault or negligence, including, but not limited to, any of the following:

(a)	acts of God, hurricane, flood, earthquake, windstorm, epidemic, pandemic or other natural disaster;
(b)	acts of public enemies, terrorist attack, war (including civil war), threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations<br> or similar actions;
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(c)	national emergency, invasions, pirates or assailing thieves, insurrection, riots, strikes, picketing, boycotts, arrests or restraint of princes, rulers of people, or interference by any<br> governmental agency or official (whether legal or illegal), interference by laws or regulations of any government or subdivisions thereof (whether legal or illegal);
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(d)	nuclear, chemical or biological contamination or sonic boom;
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(e)	fire, explosion (other than in each case one caused by a breach of contract by, or assistance of, the Party seeking to rely on the relevant clause or companies in the same group as such<br> Party) or accidental damage;
---	---
(f)	extreme adverse weather conditions; and
---	---
(g)	any labour dispute, including but not limited to strikes, industrial action or lockouts.
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“GAAP” means generally accepted accounting principles in the US.

“Governmental Entity” means:

(a)	any national government, political subdivision thereof, or local jurisdiction therein;
(b)	any instrumentality, board, commission, court or agency of any thereof, however constituted; and
---	---
(c)	any association, organization or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.
---	---

“Insolvency Event” means in relation to a Person:

(a)	any management or other receiver is appointed over any asset of such Person;

(b)	such Person makes any formal declaration of bankruptcy or any formal statement to the effect that it is insolvent or likely to become insolvent, or a winding up or administration order is<br> made in relation to such Person, or the members or directors of such Person pass a resolution to the effect that it should be wound up, placed in administration or cease to carry on business;
(c)	a petition is presented for the winding up or administration, or the appointment of a provisional liquidator, of such Person unless the petition is being contested in good faith and on<br> substantial grounds and is dismissed or withdrawn within ninety (90) days of the presentation of the petition;
---	---
(d)	such Person is deemed under Applicable Laws unable to pay its debts as they fall due; or
---	---
(e)	such Person petitions a court, or presents any proposal for, any form of judicial or non-judicial suspension or deferral of payments, reorganization of its debt (or certain of its debt) or<br> arrangement with all or a substantial proportion (by number or value) of its creditors or of any class of them or any such suspension or deferral of payments, reorganization or arrangement is effected by court order, contract or otherwise,
---	---

or any analogous procedure or step is taken in any jurisdiction.

“Investment Term” has the meaning given to such term in the Shareholders Agreement.

“Key Person” means Charalampos (Harris) Antoniou.

“KK” has the meaning given in the definition of “Trade Mark Licence”.

“KP Investor” means International Maritime Holdings A.G., a company incorporated under the laws of Switzerland with registration number CHE-456.471.543 whose registered office is at Bahnhofstrasse 7, 6300 Zug, Switzerland.

“Mainstream Sector Vessels” has the meaning given to such term in the Shareholders Agreement.

“Management Services” means the services to be provided by the Manager under Clause 3 of this Agreement.

“Neptune Branding” means the name “Neptune” and any trade marks, logos or get-up (whether registered or unregistered) consisting of or containing such name or associated with such name, as identified in Schedule 1 of the Trade Mark Licence.

“NML Board” means board of directors of NML at any given time or any duly authorized committee thereof at any given time.

“Owners” means the Subsidiaries of NML which own the Vessels.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company or other entity of any kind.

“Receiving Party” means a Party to whom Confidential Information of a Disclosing Party has been disclosed hereunder.

“Related Party” means in relation to any Party a Person who is “connected” with such party under section 1122 of the Corporation Tax Act 2010.

“Shareholders Agreement” means the Subscription and Shareholders’ Agreement relating to NML dated of even date herewith among Snow White Investments Limited, International Maritime Holdings AG, Codrus Capital AG, Stephen Asplin, Konstantinos Karamanis, Costamare Maritime Finance Limited and NML in relation to the ownership, governance and management of NML and the Owners, as amended, supplemented and/or restated from time to time.

“Subsidiaries” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or managers or other body performing similar functions are at any time directly or indirectly owned by such Person.

“Trade Mark Licence” means the trade mark licence entered into by and between Konstantinos Konstantakopoulos (“KK”) (as licensor) and the Manager (as licensee) in respect of the Neptune Branding on or around the date of this Agreement.

“Term” has the meaning given in clause 9 (Duration of this Agreement).

“Undrawn Commitment” has the meaning given to such term in the Shareholders Agreement.

“Vessels” means the vessel or vessels purchased by any of NML or the Owners pursuant to the terms of the Shareholders Agreement, each a “Vessel”.

1.2	Construction

In this Agreement, unless the context otherwise requires:

(a)	references to Clauses and Schedules are to be construed as references to clauses of, and Schedules to, this Agreement and references to this Agreement include its Schedules;
(b)	references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the<br> time being and as amended in accordance with terms thereof, or, as the case may be, with the agreement of the relevant parties;
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(c)	references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any agency, authority,<br> central bank or government department or any self-regulatory or other national or supra-national authority;
(d)	words importing the plural shall include the singular and vice versa; and
---	---
(e)	references to any enactment shall be deemed to include references to such enactment as re-enacted, amended or extended.
---	---
1.3	Headings
---	---

Clause headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

1.4	Amendment and Restatement

This Agreement amends and restates, with effect from the date hereof, the management agreement entered into between the Parties dated 1 April 2021.

2	APPOINTMENT OF MANAGER

With effect from the date of this Agreement and continuing unless and until terminated as provided in this Agreement, NML on its own behalf and on behalf of the Owners hereby appoints the Manager to provide the Management Services on and subject to the terms and conditions set out in this Agreement. The Manager hereby agrees to provide the Management Services all in accordance with the terms of this Agreement.

3	BASIS OF AGREEMENT

Subject to the terms and conditions of this Agreement, during the period of this Agreement, the Manager undertakes to carry out the Management Services as agent for and on behalf of NML and the Owners. The Manager shall have the power to take such actions on its behalf or on behalf of NML and/or the Owners as it may from time to time in its absolute discretion consider to be necessary or appropriate to enable it to perform its obligations under this Agreement, subject to customary oversight and supervision by NML, the NML Board and NML’s executive officers (if any). The Manager shall use its commercially reasonable efforts to provide the Management Services, and otherwise perform its obligations under this Agreement, in accordance with customary and general principles of good corporate governance and when applicable, with the care, diligence and skill that a prudent manager providing services of the same type as the Manager is providing under this Agreement would possess and exercise.

3.1	Administrative Services

The Manager shall provide the following services to NML and each of the Owners, always subject to and in accordance with the terms of the Shareholders Agreement:

(a)	providing suitably qualified individuals (with the prior written consent of NML) to act as authorised signatories of NML within parameters as to the scope of authority to be determined by<br> the NML Board in its sole discretion;
(b)	undertaking the financial management and treasury functions of NML and each of the Owners;
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(c)	administering bank accounts of NML and/or the Owners within parameters as to the scope of authority to be determined by the NML Board in its sole discretion;
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(d)	providing all administration services in connection with any financing arrangements or facilities entered into by any of NML or the Owners, including monitoring compliance with<br> environmental, social and governance (ESG) criteria to the extent applicable;
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(e)	calculating and collecting lease payments due to the Owners or other moneys of whatsoever nature to which NML or the relevant Owner (as the case may be) may be entitled arising out of the<br> employment of or otherwise in connection with the Vessels;
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(f)	monitoring overall compliance of lessees with the terms of their Vessel leasing agreements with the Owners and ensuring enforcement of such terms as required;
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(g)	monitoring, reporting any damages to Vessels and coordinating repairs as required;
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(h)	to the extent the Manager is aware of the same, reporting to NML, and keeping the NML Board informed of, the occurrence of any default under any contract (including any Vessel financing)<br> reasonably expected to have a material effect on NML’s and/or any Owner’s financial position, prospects or reputation in the shipping market to which NML or any Owner is a party, or any event or circumstance which is required to be notified<br> to lenders or their agent under the financing documents for any Vessel;
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(i)	at the request of NML, handling all management and clerical matters in respect of (i) the call and arrangements of annual and special meetings of shareholders, and (ii) the preparation of<br> all formal documentation and materials (including notices of meetings and proxy or similar materials and registration statements) in respect thereof, provided that any costs associated with such services shall be for the account of NML if NML<br> has requested such services;
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(j)	advising on and assisting NML with calculating risks and reserves;
(k)	advising in relation to currency or interest fluctuations and/or hedging positions, subject to the direction and decision of the NML Board; and
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(l)	providing such assistance to the Administrator (if any) as is required for the Administrator to be able to:
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(i)	prepare relevant regulatory and/or other reports for government authorities and investors; and
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(ii)	assist with arranging NML Board’s meetings and preparing board of directors and committee meeting materials, involving, as applicable, agendas, discussion papers, analyses and reports.
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3.2	Strategic Services
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The Manager shall provide (or, subject to Clause 6, shall procure are provided by a sub-contractor) the following, corporate planning, business development and advisory strategic services:

(a)	providing general strategic planning services and implementing in accordance with the directions of NML corporate strategy, including developing acquisition and divestiture strategies;
(b)	identifying and proposing opportunities to NML to acquire vessels that could constitute an Approved Investment in accordance with the requirements of the Shareholders Agreement and, subject<br> to the prior approval by the NML Board in respect of any such opportunity (and its terms), negotiating and carrying out such purchase on behalf of NML and/or any of the Owners;
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(c)	maintaining and managing in accordance with the directions of NML relationships between NML and/or the Owners and potential charterers, insurers, lenders and potential financiers of NML<br> and/or the Owners and other shipping industry participants;
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(d)	arranging and negotiating pre-delivery and post-delivery financing or refinancing for the purchase of prospective Vessels in accordance with the directions of NML; and
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(e)	providing such other strategic, corporate planning, business development and advisory services as NML may reasonably request from time to time.
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3.3	Accounting and Tax Services

The Manager shall, on behalf of NML and each of the Owners, establish an accounting system, including the development, implementation, maintenance and monitoring of internal control over financial reporting and disclosure controls and procedures, and maintain the Books and Records. The Books and Records shall be the property of NML but shall be kept at the Manager’s primary office or such other place as may be agreed. Upon expiration or termination of this Agreement, all Books and Records shall be provided promptly to NML or to such Person as is directed by NML.

At all reasonable times and on reasonable notice, any Person authorised by NML may inspect, examine, copy and audit the Books and Records kept by the Manager pursuant to this Agreement.

The Manager shall prepare and provide, in accordance with GAAP as applicable, to NML, each of the following:

(a)	the budgets, financial statements, and management and other financial information required to be furnished by NML to its shareholders in accordance with the Shareholders Agreement;
(b)	annual and other periodic tax returns for NML and each Owner as required by any Applicable Law;
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(c)	such other account, tax, investor or financial reports and statutory reports as may be reasonably required by NML and/or any of its financiers; and
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(d)	such other information as to the financial performance of NML, each of the Owners and the Vessels as from time to time may be reasonably requested by NML.
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3.4	Insurance Arrangements
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The Manager shall (or, subject to Clause 6, cause to be arranged by a sub-contractor) oversee the placement of insurances and the requirements relating to insurances of any financing bank or banks for each Vessel on such terms and conditions as NML shall have instructed or agreed, in particular regarding the procurement by charterers of obligatory insurances, letters of undertaking for any Vessels and the naming of Owners as assureds or co-assureds.

3.5	Pre-Delivery Services

Following a determination by NML in relation to the acquisition of any Vessel (whether a second hand purchase or otherwise), the Manager shall (or, subject to Clause 6, cause a sub-contractor to) oversee and supervise, in all material respects, the necessary management, technical and other vessel-related services, as the case may be, prior to its delivery, in relation to the acquisition of any Vessel to be purchased and made subject to this Agreement.

3.6	Sale of existing Vessels

Following a determination by NML in relation to the disposal of an existing Vessel the Manager shall (or, subject to Clause 6, cause a sub-contractor to) act on behalf of NML or the relevant Owner (as the case may be) to oversee and supervise, in all material respects, the necessary Management, technical and management services in relation to, the disposal of such existing Vessel.

3.7	Other Vessel-Related Services

To the extent that may be required, the Manager shall provide (or, subject to Clause 6, cause to be provided by a sub-contractor) commercial and technical management services with respect to each Vessel, as requested by NML.

4	ADDITIONAL MANAGER UNDERTAKINGS
4.1	The Manager shall not delegate the conduct of any activity which would constitute core income generating activities of NML for the purposes of the Taxation (Companies – Economic Substance)<br> (Jersey) Law 2018 without the prior written consent of NML.
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4.2	The Manager shall:
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(a)	handle and settle, subject to any directions of the NML Board, all third party claims arising out of any of the Management Services under this Agreement and keep NML informed regarding any<br> incident of which the Manager becomes aware which gives or may give rise to claims or disputes involving third parties;
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(b)	keep the NML Board properly informed on a timely basis of all matters and incidents that it becomes aware of which give or may give rise to claims or disputes involving third parties and<br> the progress of, and developments in, any legal actions, suits or proceedings to which the Company or the Owners are a party;
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(c)	as instructed by NML, bring or defend actions, suits or proceedings in connection with matters entrusted to the Manager according to this Agreement;
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(d)	have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters, affecting the interests of NML<br> or the Owners in respect of each Vessel; and
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(e)	arrange for the provision of any necessary guarantee bond or other security on behalf of NML and/or the Owner (as the case may be).
4.3	If the value of any litigation claim or dispute (including associated costs) exceeds, or is likely to exceed, US$100,000 the Manager shall obtain the approval of the NML Board before<br> proceeding to take any actions. Any costs incurred by the Manager in carrying out its obligations according to Clause 4.2 shall be reimbursed by NML.
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4.4	The Manager hereby undertakes and agrees that neither the Manager nor any of its Affiliates shall, without the prior written consent of NML, enter into any transaction on behalf of NML<br> and/or any Owner (or otherwise in relation to the provision of the Management Services) with any Related Party of the Manager.
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5	ADMINISTRATION FEES AND COST REIMBURSEMENT
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5.1	NML shall pay to the Manager an annual fee (“Administration Fee”) of:
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(a)	one point five percent (1.5%) on the aggregate amount of all Capital Contributions (adjusted from time to time to take account of any Realised Capital distributed to, or recalled from, the<br> Preferred Shareholders in accordance with the Articles); and
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(b)	zero point eight percent (0.8%) on the aggregate amount of all Undrawn Commitments (adjusted from time to time to take account of any Realised Capital distributed to, or recalled from the<br> Preferred Shareholders in accordance with the Articles) but only for the Commitment Period.
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5.2	The Parties may agree from time to time that the Manager shall provide to NML services above and beyond the scope of the Management Services. In such cases, provided that NML is not also<br> paying any third party for such services, NML shall pay to the Manager industry standard remuneration which, for the avoidance of doubt, in the case of chartering services shall be industry standard commissions of the total charter hire or<br> freight payable under any charter and in the case of sale and purchase of any Vessel shall be industry standard commission (other than the original bareboat charters entered into by Owners in connection with any Approved Investment) and in<br> relation to any individual Vessel disposed of by NML or the relevant Owner and such other additional fees as are mutually agreed with respect to such services provided.
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5.3

The Manager shall provide the Management Services in consideration of the payment of the Administration Fee and other services in consideration of other mutually agreed fees payable under this Clause 5. All reasonable costs and disbursements incurred by the Manager under the terms of this Agreement on behalf of NML and/or the Owners in the performance of the respective Management Services, excluding operating expenses of the Manager and its sub-contractors (if any) which shall be for the account of the Manager and relevant sub-contractors, shall be payable by NML to the Manager on demand, provided that it is accompanied by an invoice and supporting documentation. Save for operating expenses of the Manager and its sub-contractors (if any) which shall be for the account of the Manager and relevant sub-contractors, the Manager shall in no circumstances be required to use or commit its own funds to finance expenses, costs and disbursements to be incurred in connection with the provision of the Management Services.

RIGHT TO SUB-CONTRACT

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The Manager shall not be entitled to sub-contract any of its obligations under this Agreement without the prior written consent of NML (except to the extent that the sub-contracting of such services is ordinarily outsourced to specialist providers in which case the Manager will notify NML of such sub-contracting) and provided always that (i) the Manager shall use reasonable skill and care when selecting sub-contractors, (ii) the Manager shall ensure that the sub-contractor when customary has appropriate insurance in place and (iii) any incremental additional costs and fees of such sub-contractor shall be for the account of the Manager, unless such sub-contracted services principally involve any matters related to Clauses 3.5 to 3.7 (inclusive) or as otherwise agreed by NML in advance in writing in which case they shall be for the account of NML. In the event of such a sub-contract the Manager shall remain fully liable for the due performance of its obligations under this Agreement.

7	NON-EXCLUSIVITY, NON-COMPETE AND TRADEMARK LICENCE
7.1	NML and Owners acknowledge and agree that, subject to Clause 7.2, the Manager and its Related Parties shall be permitted to provide to third parties, directly or indirectly, same or similar<br> services as the Management Services from time to time after 1 April 2023 and thereafter during the remaining term of this Agreement, it being agreed and the Manager undertakes except with the prior consent of NML that until such second year<br> anniversary the Manager and the entities it Controls shall provide the Management Services exclusively to NML and shall not provide any service of a similar nature to a third party.
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7.2	The Manager undertakes with NML and each of the Owners that during the term of this Agreement and for twelve (12) months following its termination or expiry, it shall not, and (in the case<br> of paragraph (a) only) shall procure that none of its Related Parties shall, directly or indirectly, alone or with, through or as any manager, adviser, consultant, partner, employee or agent for any person, (i) carry on, (ii) be employed or<br> otherwise engaged, concerned or interested in any capacity (whether for reward or otherwise) by or (iii) perform services for or advise:
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(a)	any business that acquires Mainstream Sector Vessels from a ship-owner and then simultaneously bareboat charters the Mainstream Sector Vessel back to such ship-owner or another third party<br> owner or operator or vessels (it being acknowledged and agreed by the Parties that any other shipping activities, including owning and operating vessels, shall not be deemed a business that competes with NML and/or Owners); or
(b)	any business that competes with NML and/or the Owners or any new business that NML and/or the Owners pursue during the term of this Agreement or has committed (determined as of the date of<br> this Agreement’s termination or expiry) in pursuing during the subsequent twelve months following such termination or expiry.
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7.3	The Manager agrees with NML and the Owners that the restrictive covenants in Clauses 7.1 and 7.2 are reasonable and necessary for the protection of the value of NML and that having regard<br> to that fact those covenants do not work harshly on it.
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7.4	The Manager acknowledges that it has had the opportunity to take independent advice on the restrictions in Clauses 7.1 and 7.2. While those restrictions are considered by it to be<br> reasonable in all the circumstances, it is agreed that if any of those restrictions, by themselves or taken together, are adjudged to go beyond what is reasonable in all the circumstances to protect the legitimate interests of NML and the<br> Owners but would be adjudged reasonable if part or parts of their wording were deleted or amended or qualified or the time periods, services or geographic area were reduced in scope, then the relevant restriction or restrictions shall apply<br> with such modification or modifications as may be necessary to make it or them valid and effective.
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7.5	The Manager hereby grants to NML with effect from the date of this Agreement a worldwide, non-transferable, royalty-free, non-exclusive, revocable in accordance with clause 10 (Termination) licence with a right to sub-licence to the Owners (subject to the terms of this clause 7.5) to use the Neptune Branding during the Term in connection<br> with NML’s business, or in the case of any sub-licence to an Owner, such Owner’s business, as conducted at the date of this Agreement and as carried on from time to time, which right shall include NML and the Owners using the Neptune Branding<br> in their corporate or trade names (the “Sub-licence”), provided that clauses 3.3, 3.4, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of the Trade Mark<br> Licence shall apply mutatis mutandis to the Sub-licence except that they shall be amended such that references to the ‘Licensor’ shall be references to the<br> Manager (other than in the cases of clauses 4.2, 5.3(d), 7.1, 7.2, 8.1, 8.2, 9.2, 11 and 13(i)(c)(ii) of the Trade Mark Licence in respect of which references to the ‘Licensor’ shall remain references to KK) and references to the ‘Licensee’<br> shall be references to NML.
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8	RESPONSIBILITIES
8.1	No Party shall be under any liability for any failure to perform any of its obligations under this Agreement to the extent that performance thereof is delayed, hindered or prevented by the<br> occurrence of a Force Majeure Event, provided always that the Party subject to such Force Majeure Event:
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(a)	fails to perform such obligations directly as a result of such Force Majeure Event;
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(b)	promptly notifies the other Party in writing of the nature and extent of the Force Majeure Event causing its failure or delay in performance; and
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(c)	has used all reasonable endeavours to mitigate the effect of the Force Majeure Event, to carry out its obligations under this Agreement in any way that is reasonably practicable and to<br> resume the performance of its obligations as soon as reasonably possible.
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8.2	Subject to the limitations set forth in Clause 8.4, the Manager hereby undertakes to indemnify NML and each of the Owners and their respective officers, directors, agents or employees<br> (each, an “Indemnified Party”) and to hold each Indemnified Party harmless from and against any and all actions, proceedings, claims,<br> demands, damages or liabilities whatsoever or howsoever arising (excluding consequential damages and/or loss of profits, but including all reasonable attorneys’, consultants and experts’ fees and disbursements and court costs) (collectively,<br> “Losses”) which may be brought against them or incurred or suffered by them arising out of or in connection with the Manager’s breach of<br> this Agreement.
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8.3	NML declares that it holds the benefit of the indemnity in Clause 8.2 on bare trust severally (and not jointly) for itself and each other Indemnified Party. These several bare trusts shall<br> carry no duty to preserve or enhance the value of the trust property pursuant to the Trusts (Jersey) Law 1984.
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8.4	The Manager shall not have any liability whatsoever to the Indemnified Parties under Clause 8.2 for any Losses howsoever arising in the course of performance of the Management Services<br> unless the same is proved to have resulted primarily from the negligence of the Manager or its Affiliates, Subsidiaries, employees, agents or sub-contractors (the “Manager’s Parties”). If such Losses are proved to have resulted primarily from the negligence of the Manager’s Parties, the Manager’s liability for each incident or series of incidents per year giving rise to a<br> claim or claims shall never exceed a total of US$250,000 (the “Manager Cap”); provided, however, that if such Losses are proven to have<br> resulted from the wilful misconduct or fraud of the Manager, the Manager Cap shall not apply to such Losses.
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8.5	Upon receipt by an Indemnified Party of notice of any actions, proceedings, claims or demands made or brought by any unaffiliated third party (a “Third Party Claim”) with respect to a matter for which such Indemnified Party is indemnified under this Clause 7.5 which has or is reasonably expected to give rise to a claim for<br> Losses, the Indemnified Party shall as soon as practicable notify the Manager, in writing, indicating the nature of such Third Party Claim and the basis therefor; provided, however, that any delay or failure by the Indemnified Party to give<br> notice to the Manager shall relieve the Manager of its obligations hereunder to the extent that it is prejudiced by reason of such delay or failure. The Manager shall be entitled to assume and control the defence of such Third Party Claim at<br> its expense and through counsel of its choice. In any such action or proceeding, the Indemnified Party shall have the right to retain its own counsel. The Indemnified Party shall cooperate with the Manager in such defence and make available<br> to the Manager, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Manager. Neither the Manager nor the<br> Indemnified Party shall settle any Third Party Claim without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that no Indemnified Party consent shall be required in the event the<br> Indemnified Party is not financially liable, no wrongdoing on behalf of the Indemnified Party is admitted, and the Indemnified Party receives a release from the claimant.
8.6	Notwithstanding anything that may appear to the contrary in this Agreement, the Manager shall not be liable for any of the actions of the master, officers and crew members of any Vessel<br> that may be appointed by the Manager pursuant to this Agreement, even if such actions are negligent or wilful, except only to the extent that they are shown to have specifically resulted from a failure by the Manager to discharge its<br> obligations in relation to the provision of the Management Services.
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8.7	Except to the extent that any of the Manager or its Affiliates, Subsidiaries, employees, or agents or sub-contractors employed by them would be liable under Clauses 8.2 and/or 8.4, NML<br> hereby undertakes to keep each of the Manager and its Affiliates, Subsidiaries, officers, directors, employees, or agents or sub-contractors employed by them, indemnified and to hold them harmless against all actions, proceedings, claims,<br> 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, and against and in respect of all costs, losses,<br> damages and expenses (including legal costs and expenses on a full indemnity basis) which the Manager may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.
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8.8

It is hereby expressly agreed that no employee or agent of the Manager or its Affiliates or Subsidiaries (including any sub-contractor from time to time employed by the Manager or its Affiliates or Subsidiaries) shall in any circumstances whatsoever be under any liability whatsoever to NML for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from such employee or agent’s act, neglect or default on while acting in the course of or in connection with such employment or agency and, without prejudice to the generality of the foregoing provisions, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to the Manager or its Affiliates or Subsidiaries or to which any of them are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Manager or its Affiliates or Subsidiaries acting as aforesaid and for the purpose of all the foregoing provisions, each of the Manager or its Affiliates or Subsidiaries are or shall be deemed to hold the benefit of this Clause 8.8 on bare trust severally (and not jointly) 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. These several bare trusts shall carry no duty to preserve or enhance the value of the trust property pursuant to the Trusts (Jersey) Law 1984.

DURATION OF THIS AGREEMENT

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This Agreement shall come into effect on the date hereof and shall continue until the Shareholders Agreement is terminated, unless earlier terminated as permitted under Clause 10 by NML or the Manager giving to the other notice in writing in accordance with Clause 10 (the Term).

10	TERMINATION
10.1	NML’s default
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The Manager shall be entitled to terminate this Agreement with immediate effect by notice in writing if:

(a)	any moneys payable by NML under this Agreement have not been received by the Manager within ten (10) days of receipt by NML of the Manager’s written request, unless such failure to pay<br> results from a breach by the Manager of this Agreement;
(b)	the Manager, notwithstanding it advising NML otherwise, is required by NML to take any action that, in the Manager's reasonable discretion, contravenes Applicable Law or is unduly hazardous<br> or improper or hazardous to any crew member of any Vessel or other person; or
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(c)	an Insolvency Event of NML occurs (otherwise than for the purpose of an orderly liquidation of NML’s assets at the end of the Investment Term in accordance with the terms of the<br> Shareholders Agreement).
10.2	Manager’s Default
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NML shall be entitled to terminate this Agreement with immediate effect by notice in writing if a material breach by the Manager occurs in the performance of its obligations under this Agreement (including, for the avoidance of doubt, its obligations under Clauses 7.1 and 7.2); provided that, if, in the reasonable opinion of NML, such breach is capable of remedy, NML shall provide written notice to the Manager of such breach and the Manager shall have a reasonable period with reference to the nature and consequence of such breach, and, in any event, no less than twenty (20) days but not more than thirty (30) days after receipt by the Manager of such written notice to cure such breach, and following such notice and period to cure, a resolution is passed by the NML Board electing to terminate this Agreement by reason of such material breach.

10.3	In any such event of termination or upon expiry of this Agreement, the Manager shall give all such assistance as is reasonably requested by NML and necessary to secure as soon as is<br> reasonably practicable an orderly transition to its replacement.
10.4	Except as expressly provided herein to the contrary, the termination of this Agreement shall be without prejudice to all rights accrued between the Parties prior to the date of termination.
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10.5	Termination of this Agreement will not affect any contractual provision intended or expressed to survive termination and will be without penalty or other additional payment.
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11	NEW OWNERS/VESSELS
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In the event that NML, following the identification of an Approved Investment under the Shareholders Agreement, determines to proceed with the purchase of a new vessel, the Manager shall procure the incorporation of a new Owner to purchase that new vessel and such newly acquired vessel shall become a “Vessel” for the purpose of this Agreement.

12	THIRD PARTY RIGHTS
12.1	Save as provided in Clause 12.2, the provisions of this Agreement are enforceable solely by the Parties, and no shareholder, employee, agent of any Party or any other Person shall have the<br> right to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.
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12.2	The Parties agree that:
(a)	Clauses 3, 4, 7 and 7.5 confer a benefit on the Owners and their respective Indemnified Parties referred to in Clause 7.5; AND
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(b)	Clause 7.5 confers a benefit on KK,
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and that such provisions are intended to benefit, and be enforceable by, such persons in their own right under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding the foregoing, under no circumstances shall any consent be required from any such persons for the termination, rescission, amendment or variation of this Agreement, whether or not such termination, rescission, amendment or variation affects or extinguishes any such benefit or right.

13	NO PARTNERSHIP

Nothing in this Agreement is intended to create or shall be construed as creating a partnership or joint venture between the Parties, and this Agreement shall not be deemed for any purpose to constitute any Party a partner of any other Party in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party.

14	SEVERABILITY

Each provision of this Agreement is several. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect:

(a)	the legality, validity or enforceability of the remaining provisions of this Agreement; or
(b)	the legality, validity or enforceability of that provision in any other jurisdiction; except that if:
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(c)	on the reasonable construction of this Agreement as a whole, the applicability of the other provision presumes the validity and enforceability of the particular provision, the other<br> provision will be deemed also to be invalid or unenforceable; and
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(d)	as a result of the determination by a court of competent jurisdiction that any part of this Agreement is unenforceable or invalid and, as a result of this Clause 14, the basic intentions of<br> the Parties in this Agreement are entirely frustrated, the Parties shall use commercially reasonable efforts to amend, supplement or otherwise vary this Agreement to confirm their mutual intention in entering into this Agreement.
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15	AMENDMENTS

No amendment, supplement, modification or restatement of any provision of this Agreement shall be binding unless it is in writing and signed by each Party at the time of the amendment, supplement, modification or restatement.

16	ENTIRE AGREEMENT

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

17	NOTICES

Each notice, consent or request required to be given to a Party pursuant to this Agreement must be given in writing. A notice may be given by delivery or by email, and shall be validly given if delivered on a Business Day to an individual at the following address, or, if transmitted on a Business Day by email addressed to the following Party:

To NML:

Highvern Fund Administrators Limited, Whiteley Chambers, Don Street, St Helier JE2 4TR, email: Neptune@highvern.com

With a copy to: Nikoletta Fouska, 5 Quai du Mont Blanc, 1201 Geneva, Switzerland, email: nikoletta.fouska@latsco-fo.ch; Harris Antoniou, Bahnhofstrasse 7, 6300 Zug, Switzerland, email: harris.antoniou@codrus.ch; and Vassilis Mantzavinos, c/o Costamare Shipping Company S.A. 60 Zephyrou Street, 17564 Athens, Greece, email: vmantzavinos@costamare.com

To the Manager:

Highvern Fund Administrators Limited, Whiteley Chambers, Don Street, St Helier JE2 4TR, email: Neptune@highvern.com

With a copy to: Harris Antoniou, Bahnhofstrasse 7, 6300 Zug, Switzerland, email: harris.antoniou@codrus.ch; and Konstantinos Zacharatos, c/o Costamare Shipping Company S.A. 60 Zephyrou Street, 17564 Athens, Greece , email: kz@costamare.com

or to any other address or email that the Party so designates by notice given in accordance with this Clause 17. Any notice:

(a)	if validly delivered on a Business Day, shall be deemed to have been given when delivered; and
(b)	if validly transmitted by email on a Business Day, shall be deemed to have been given on that Business Day.
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18	WAIVER
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No failure by any Party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any other covenant, duty, agreement or condition. Any waiver must be specifically stated as such in writing.

19	COUNTERPARTS

This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the Parties.

20	ATTORNEYS FEES

In any action or proceeding brought to enforce any provision of this Agreement or any other document or instrument contemplated hereby, or where any provision thereof is validly asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’ fees, charges and disbursements in addition to any other available remedy.

21	CONFIDENTIALITY
21.1	Each Receiving Party agrees that all information provided thereto by a Disclosing Party shall be kept confidential by the Receiving Party and shall not be divulged, in whole or in part, to<br> any third party, except (i) as required by Applicable Law, (ii) to officers, directors, attorneys, accountants, members, partners, shareholders or other Affiliates of Receiving Party or of Receiving Party’s Affiliates who agree to keep such<br> information confidential or (iii) as required by any New York Stock Exchange rules, regulations or requirements.
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21.2	This Clause 21 shall survive termination of this Agreement.
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22	LAW AND JURISDICTION
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22.1	This Agreement shall be governed by and construed in accordance with the laws of England, without giving effect to any choice of law or conflict of law provision or rule that would cause<br> the application of the laws of any jurisdiction other than England.
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22.2	The Parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions<br> contemplated hereby shall be brought exclusively in courts located in London, England, and each Party hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action<br> or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or<br> proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any Party anywhere in the world, whether within or without the jurisdiction of any such court.<br> Without limiting the foregoing, each Party agrees that service of any process, summons, notice or document by mail to its address set forth in Clause 17 shall be deemed effective service of process for any suit, action or proceeding seeking<br> to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby brought against such Party in any such court as set forth in this Clause 22.
23	Service of process
---	---
23.1	NML hereby irrevocably authorises and appoints Highvern UK Limited of Fourth Floor, 1 Cork Street Mews, London, England W1S 3BL to accept on its behalf service of all legal process arising<br> out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement. NML agrees that:
---	---
(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other Parties<br> of this appointment.
---	---
23.2	The Manager hereby irrevocably authorises and appoints Highvern UK Limited of Fourth Floor, 1 Cork Street Mews, London, England W1S 3BL to accept on its behalf service of all legal process<br> arising out of or in connection with any proceedings before the courts of England and Wales in connection with this Agreement. The Manager agrees that:
---	---
(a)	failure by Highvern UK Limited to notify it of the process will not invalidate the proceedings concerned; and
---	---
(b)	if this appointment is terminated for any reason whatsoever, it will appoint a replacement agent having an office or place of business in England or Wales and will notify the other Parties<br> of this appointment.
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(signatures begin on next page)

THIS AGREEMENT has been entered into on the date first above written.

For and on behalf of NEPTUNE MARITIME LEASING LIMITED

Name: James Bryant
Title: Director
For and on behalf of NEPTUNE GLOBAL FINANCING LIMITED
Name: James Bryant
Title: Director

EXHIBIT 8.1

Name of Subsidiary	Jurisdiction<br><br> <br>Of<br><br> <br>Incorporation	Proportion of<br><br> <br>Ownership<br><br> <br>Interest
ACHILLEAS MARITIME CORPORATION	Liberia	100%
ADELE SHIPPING CO.	Liberia	100%
ADSTONE MARINE CORP.	Liberia	100%
ALFORD SHIPPING CO.	Liberia	100%
AMOROTO MARINE CORP.	Liberia	100%
ANDATI MARINE CORP.	Liberia	100%
ANGISTRI CORPORATION	Liberia	100%
ARCHET MARINE CORP.	Liberia	100%
ARNISH MARINE CORP.	Liberia	100%
ASTIER MARINE CORP.	Liberia	100%
AUBER MARINE CORP.	Liberia	100%
BABRON MARINE CORP.	Liberia	100%
BAGARY MARINE CORP.	Liberia	100%
BAILS SHIPPING CO.	Liberia	100%
BARBAN MARINE CORP.	Liberia	100%
BARKLEY SHIPPING CO.	Liberia	100%
BARLESTONE MARINE CORP.	Liberia	100%
BARRAL MARINE CORP.	Liberia	100%
BASTIAN SHIPPING CO.	Liberia	100%
BELLET MARINE CORP.	Liberia	100%
BERG SHIPPING CO.	Liberia	100%
BERMEO MARINE CORP.	Liberia	100%
BERMONDI MARINE CORP.	Liberia	100%
BERNIS MARINE CORP.	Liberia	100%
BILSTONE MARINE CORP.	Liberia	100%
BLONDEL MARINE CORP.	Liberia	100%
BRIANDE MARINE CORP.	Liberia	100%
CADENCE SHIPPING CO.	Liberia	100%
CAMARAT MARINE CORP.	Liberia	100%
CAMINO MARINE CORP.	Liberia	100%
CANADEL MARINE CORP.	Liberia	100%
CAPETANISSA MARITIME CORPORATION	Liberia	100%
CARAVOKYRA MARITIME CORPORATION	Liberia	100%
CARNOT MARINE CORP.	Liberia	100%
CARRADE MARINE CORP.	Liberia	100%
CARRAN SHIPPING CO.	Liberia	100%
CAVALAIRE MARINE CORP.	Liberia	100%
CHRISTOS MARITIME CORPORATION	Liberia	100%
COGOLIN MARINE CORP.	Liberia	100%
CONLEY SHIPPING CO.	Liberia	100%
COSTACHILLE MARITIME CORPORATION	Liberia	100%
COSTIS MARITIME CORPORATION	Liberia	100%
COURTIN MARINE CORP.	Liberia	100%
CRERAN SHIPPING CO.	Liberia	100%
CROMFORD MARINE CORP.	Liberia	100%
CRON MARINE CORP.	Liberia	100%
DAINA SHIPPING CO.	Liberia	100%
DALNESS SHIPPING CO.	Liberia	100%
DATTIER MARINE CORP.	Liberia	100%
DINO SHIPPING CO.	Liberia	100%
DRAMONT MARINE CORP.	Liberia	100%
DUVAL SHIPPING CO.	Liberia	100%
EVANTONE SHIPPING CO.	Liberia	100%
FABRON MARINE CORP.	Liberia	100%
FANAKOS MARITIME CORPORATION	Liberia	100%
FASTSAILING MARITIME CO.	Liberia	100%
FEATHERSTONE MARINE CORP.	Liberia	100%

Name of Subsidiary	Jurisdiction<br><br> <br>of<br><br> <br>Incorporation	Proportion of<br><br> <br>Ownership<br><br> <br>Interest
FERRAGE MARINE CORP.	Liberia	100%
FINCH SHIPPING CO.	Liberia	100%
FINNEY SHIPPING CO.	Liberia	100%
FIRMINO SHIPPING CO.	Liberia	100%
FLOW SHIPPING CO.	Liberia	100%
FONTAINE MARINE CORP.	Liberia	100%
FORTROSE SHIPPING CO.	Liberia	100%
FRUIZ MARINE CORP.	Liberia	100%
GAJANO MARINE CORP.	Liberia	100%
GAMBETTA MARINE CORP.	Liberia	100%
GASSIN MARINE CORP.	Liberia	100%
GATIKA MARINE CORP.	Liberia	100%
GREALIN SHIPPING CO.	Liberia	100%
GRENETA MARINE CORP.	Liberia	100%
GUERNIKA MARINE CORP.	Liberia	100%
HANSLOPE MARINE CORP.	Liberia	100%
HARDEN SHIPPING CO.	Liberia	100%
HARDISTY SHIPPING CO.	Liberia	100%
HOLLER SHIPPING CO.	Liberia	100%
IDRIS SHIPPING CO.	Liberia	100%
INVERIE SHIPPING CO.	Liberia	100%
INVIRIE SHIPPING CO.	Liberia	100%
JODIE SHIPPING CO.	Liberia	100%
JOYNER CARRIERS S.A.	Liberia	100%
KALAMATA SHIPPING CORPORATION	Liberia	100%
KAYLEY SHIPPING CO.	Liberia	100%
KELSEN SHIPPING CO.	Liberia	100%
KINSLEY MARINE CORP.	Liberia	100%
LAREDO MARINE CORP.	Liberia	100%
LAUDIO MARINE CORP.	Liberia	100%
LENTRAN SHIPPING CO.	Liberia	100%
LENVAL MARINE CORP.	Liberia	100%
LEROY SHIPPING CO.	Liberia	100%
LINDNER SHIPPING CO.	Liberia	100%
LONGLEY SHIPPING CO.	Liberia	100%
MADELIA SHIPPING CO.	Liberia	100%
MARALDI MARINE CORP.	Liberia	100%
MARINA MARITIME CORPORATION	Liberia	100%
MAS SHIPPING CO.	Liberia	100%
MENDATA MARINE CORP.	Liberia	100%
MERLE MARINE CORP.	Liberia	100%
MERTEN SHIPPING CO.	Liberia	100%
MIKO SHIPPING CO.	Liberia	100%
MONTES SHIPPING CO.	Liberia	100%
MORGIA MARINE CORP.	Liberia	100%
NAILSTONE MARINE CORP.	Liberia	100%
NAVARINO MARITIME CORPORATION	Liberia	100%
NERIDA SHIPPING CO.	Liberia	100%
NISBET SHIPPING CO.	Liberia	100%
NOVARA SHIPPING CO.	Liberia	100%
OLDSTONE MARINE CORP.	Liberia	100%
ONTON MARINE CORP.	Liberia	100%
ORRIN SHIPPING CO.	Liberia	100%
PEDDAR SHIPPING CO.	Liberia	100%
PERCY SHIPPING CO.	Liberia	100%

Name of Subsidiary	Jurisdiction of<br><br> <br>Incorporation	Proportion of<br><br> <br>Ownership<br><br> <br>Interest
PLANGE SHIPPING CO.	Liberia	100%
POMAR MARINE CORP.	Liberia	100%
QUENTIN SHIPPING CO.	Liberia	100%
RADER SHIPPING CO.	Liberia	100%
RAVENSTONE MARINE CORP.	Liberia	100%
RAYMOND SHIPPING CO.	Liberia	100%
REDDICK SHIPPING CO.	Liberia	100%
RENA MARITIME CORPORATION	Liberia	100%
RIVOLI MARINE CORP.	Liberia	100%
ROCESTER MARINE CORP.	Liberia	100%
ROCKWELL SHIPPING CO.	Liberia	100%
ROGART SHIPPING CO.	Liberia	100%
SANDER SHIPPING CO.	Liberia	100%
SAUVAN MARINE CORP.	Liberia	100%
SAVAL SHIPPING CO.	Liberia	100%
SHAEKERSTONE MARINE CORP.	Liberia	100%
SILKSTONE MARINE CORP.	Liberia	100%
SIMONE SHIPPING CO.	Liberia	100%
SINGLETON SHIPPING CO.	Liberia	100%
SMOLLET MARINE CORP.	Liberia	100%
SNARESTONE MARINE CORP.	Liberia	100%
SOLIDATE MARINE CORP.	Liberia	100%
SPEDDING SHIPPING CO.	Liberia	100%
SWEPTSTONE MARINE CORP.	Liberia	100%
TAKOULIS MARITIME CORPORATION	Liberia	100%
TANERA SHIPPING CO.	Liberia	100%
TATUM SHIPPING CO.	Liberia	100%
TERANCE SHIPPING CO.	Liberia	100%
TERRON MARINE CORP.	Liberia	100%
TIMPSON SHIPPING CO.	Liberia	100%
UNDINE SHIPPING CO.	Liberia	100%
URIZA SHIPPING S.A.	Liberia	100%
VAILLANT MARINE CORP.	Liberia	100%
VALROSE MARINE CORP.	Liberia	100%
VERANDI SHIPPING CO.	Liberia	100%
VERNES SHIPPING CO.	Liberia	100%
VIRNA SHIPPING CO.	Liberia	100%
WESTER SHIPPING CO.	Liberia	100%
AINSLEY MARITIME CO.	Marshall Islands	100%
AMBROSE MARITIME CO.	Marshall Islands	100%
BEARDMORE MARITIME CO.	Marshall Islands	100%
BENEDICT MARITIME CO.	Marshall Islands	100%
BERTRAND MARITIME CO.	Marshall Islands	100%
COSTAMARE BULKERS (HOLDINGS) INC.	Marshall Islands	100%
COSTAMARE BULKERS INC.	Marshall Islands	92.5%
COSTAMARE VENTURES INC.	Marshall Islands	100%
FAIRBANK MARITIME CO.	Marshall Islands	100%
HYDE MARITIME CO.	Marshall Islands	100%
KEMP MARITIME CO.	Marshall Islands	100%
SCHOFIELD MARITIME CO.	Marshall Islands	100%
SKERRETT MARITIME CO.	Marshall Islands	100%
COSTAMARE BULKER HOLDINGS LIMITED	Cyprus	100%
COSTAMARE MARITIME FINANCE LIMITED	Cyprus	100%
COSTAMARE PARTICIPATIONS PLC.	Cyprus	100%

EXHIBIT 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Konstantinos Konstantakopoulos certify that:

1.	I have reviewed this annual report on Form 20-F of Costamare Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such<br> statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of<br> the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over<br> financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its<br> consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of<br> financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the<br> period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to<br> materially affect, the company’s internal control over financial reporting; and
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5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s<br> board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record,<br> process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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	Dated: April 3, 2023
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By:	/s/ Konstantinos Konstantakopoulos
	Name: Konstantinos Konstantakopoulos
	Title: Chief Executive Officer

EXHIBIT 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Gregory Zikos, certify that:

1.	I have reviewed this annual report on Form 20-F of Costamare Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such<br> statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the<br> company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over<br> financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its<br> consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of<br> financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the<br> period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to<br> materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board<br> of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process,<br> summarize and report financial information; and
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(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
---	---
	Dated: April 3, 2023
---	---
By:	/s/ Gregory Zikos
	Name: Gregory Zikos
	Title: Chief Financial Officer

EXHIBIT 13.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Costamare Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
---	---

The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and is not intended to be used or relied upon for any other purpose.

	Date: April 3, 2023
By:	/s/ Konstantinos Konstantakopoulos
	Name: Konstantinos Konstantakopoulos
	Title: Chief Executive Officer

EXHIBIT 13.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 20-F of Costamare Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), for the period ending December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officer of the Partnership certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the report.
---	---

	Date: April 3, 2023
By:	/s/ Gregory Zikos
	Name: Gregory Zikos
	Title: Chief Financial Officer

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form F-3 No. 333-254266) of Costamare Inc. and
(2)	Registration Statement (Form F-3D No. 333-212415) of Costamare Inc,;
---	---

of our reports dated April 3, 2023, with respect to the consolidated financial statements of Costamare Inc. and the effectiveness of internal control over financial reporting of Costamare Inc. included in this Annual Report (Form 20-F) of Costamare Inc. for the year ended December 31, 2022.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

April 3, 2023

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Additionally, because we charter our dry bulk vessels primarily on short-term time charters, we are exposed to changes in spot market rates, namely to short-term time charter rates and voyage charter

Our financial and operating performance may be adversely affected by the continued outbreak of the COVID-19 virus and related governmental responses thereto.

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Delay in the delivery or cancelation of any secondhand vessels we may agree to acquire, or any future newbuild vessel orders, could adversely affect our results of operations, financial condition and earnings.

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Additionally, because we charter our dry bulk vessels primarily on short-term time charters and voyage charters, we are exposed to changes in spot market rates, namely to short-term time charter

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In addition, through our dry bulk operating platform, we use the derivative markets and take positions in derivative instruments, such as forward freight agreements. As a result of such trades, we may incur

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Members of the Konstantakopoulos family own as at March 21, 2023, directly or indirectly, approximately 60.9% of our outstanding common stock, in the aggregate. These stockholders will be able to

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Current Containership Fleet

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Current Dry Bulk Fleet

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Container vessels: We aim to deploy our containership fleet principally under long-term, fixed-rate time charters with leading liner companies that operate

Dry bulk vessels: Dry bulk vessels are ordinarily chartered either through a voyage charter or a time charter. Under a voyage charter, the owner agrees to

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Containership vessels: Participants in the container shipping industry include “liner” shipping companies, who operate container shipping services and own

Dry bulk vessels: Unlike the containership sector, ownership of dry bulk vessels is highly fragmented with approximately 12,700 vessels in the global

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