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SEANERGY MARITIME HOLDINGS CORP.
(Registrant)
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Dated: August 30, 2019
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/s/ Stamatios Tsantanis
By: Stamatios Tsantanis
Chief Executive Officer
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RESTATED ARTICLES OF INCORPORATION
OF
SEANERGY MARITIME HOLDINGS CORP.
Reg. No. 27721
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REPUBLIC OF THE MARSHALL ISLANDS
REGISTRAR OF CORPORATIONS
DUPLICATE COPY
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NON RESIDENT
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The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
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July 10, 2019
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/s/ Vasiliki Lymperopoulou
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Vasiliki Lymperopoulou
Deputy Registrar
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1. Country: The Republic of the Marshall Islands
This Public Document
2. has been signed by V. Lymperopoulou
3. acting in the capacity of: Deputy Registrar, Republic of the Marshall Islands
4. bears the seal/stamp of: Registrar of Corporations, Republic of the Marshall Islands
Certified
5. at: Piraeus, Greece 6. on July 10, 2019
7. by: Special Agent of the Republic of the Marshall Islands
8. Number: P-07470-07/19
9. Seal /stamp: 10: Signature
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/s/ Symela Iliadou
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1. |
The name of the Corporation is: Seanergy Maritime Holdings Corp. (originally incorporated as Seanergy Merger Corp.).
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2. |
The Articles of Incorporation of the Corporation were originally filed with the Registrar of Corporations as of the 4th day of January, 2008 and the Amended and Restated Articles of Incorporation of the Corporation were
filed with the Registrar of Corporations as of 11th day of July, 2008. The Amended and Restated Articles were subsequently amended on: July 17, 2009, July 22, 2010, June 17, 2011, August 4, 2011, January 7, 2016 and March 19,
2019.
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3. |
The Amended and Restated Articles of Incorporation, as amended, are hereby replaced by the Restated Articles of Incorporation attached hereto.
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The Restated Articles of Incorporation were authorized by the Corporation’s Board of Directors without a vote of the shareholders, pursuant to Section 93 of the Business Corporations Act and only restate and integrate and do not
further amend the provisions of the Corporation’s Amended and Restated Articles of Incorporation, as amended, except for omissions permitted pursuant to Section 93 of the Business Corporations Act.
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/s/ Stamatios Tsantanis
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Name: Stamatios Tsantanis
Title: Chief Executive Officer
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FIRST:
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The name of the Corporation is: Seanergy Maritime Holdings Corp. (hereinafter called the “Corporation”).
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SECOND:
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The registered address of the Corporation in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The name of the Corporation’s registered agent at
such address is The Trust Company of the Marshall Islands, Inc.
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THIRD:
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The purposes for which the Corporation is formed are to engage in any lawful act or activity for which corporations may be organized under the Marshall Islands Business Corporations Act (the “BCA”). In
addition to the powers and privileges conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and privileges which are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the Corporation.
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FOURTH:
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The aggregate number of shares of capital stock that the Corporation shall have the authority to issue is five hundred and twenty five million (525,000,000) consisting of the following:
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(1)
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Five-hundred million (500,000,000) registered shares of common stock with a par value of US $0.0001 per share.
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(2)
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Twenty-five million (25,000,000) registered shares of preferred stock (“preferred shares”), with a par value of US $0.0001 per share. The Board of Directors is expressly granted the authority to issue
preferred shares and to establish such series of preferred shares and with such designations, preferences and relative participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the
resolutions providing for the issue of such preferred shares and without further vote or action by the shareholders.
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FIFTH:
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The Board of Directors, as well as the shareholders, of the Corporation shall have the authority to adopt, amend or repeal the bylaws of the Corporation.
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SIXTH:
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Corporate existence began upon the filing of the original Articles of Incorporation with the Registrar of Corporations on January 4, 2008 and the Corporation shall have perpetual existence.
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SEVENTH:
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The Board of Directors shall be divided into three classes: Class A, Class B and Class C. The number of directors in each class shall be as nearly equal as possible. The Board of Directors shall have the
right to designate Class A, Class B and Class C directors. The directors in Class A shall be elected for a term expiring at the third Annual Meeting of Shareholders, the directors in Class B shall be elected for a term expiring at the
fourth Annual Meeting of Shareholders and the directors in Class C shall be elected for a term expiring at the fifth Annual Meeting of Shareholders. Commencing at the third Annual Meeting of Shareholders, and at each annual meeting
thereafter, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election. Except as the
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