TORM A/S
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(Name of Issuer)
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Common Stock, par value 5 Danish Kroner per share
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(Title of Class of Securities)
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891072100
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(CUSIP Number)
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Philippos Philippou
1, Kostakis Pantelides Avenue
1010 Nicosia
P.O. Box 22313
1520 Nicosia
Cyprus
With a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(212) 574-1200
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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September 1, 2003
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(Date of Event Which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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891072100
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1.
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NAME OF REPORTING PERSONS
Menfield Navigation Company Limited
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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WC
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cyprus
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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14,564,704
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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14,564,704
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,564,704
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[ ]
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.0%
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14.
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TYPE OF REPORTING PERSON*
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CO
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*SEE INSTRUCTIONS
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CUSIP No.
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891072100
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1.
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NAME OF REPORTING PERSONS
Lodge Holdings Inc.
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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AF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Liberia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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14,564,704
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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||
14,564,704
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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14,564,704
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[ ]
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CERTAIN SHARES*
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.0%
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14.
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TYPE OF REPORTING PERSON*
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HC
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*SEE INSTRUCTIONS
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CUSIP No.
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891072100
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1.
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NAME OF REPORTING PERSONS
Eirini Nomikou
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS*
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AF/PF
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Greece
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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14,564,704
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
|
||
14,564,704
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,564,704
|
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
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[ ]
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CERTAIN SHARES*
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||
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.0%
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14.
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TYPE OF REPORTING PERSON*
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IN
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*SEE INSTRUCTIONS
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CUSIP No.
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891072100
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Item 1.
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Security and Issuer.
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The name of the issuer is Torm A/S, a Kingdom of Denmark corporation (the "Issuer"). The principal executive office and mailing address of the Issuer is Tuborg Havnevej 18, DK-2900 Hellerup, Denmark. This Schedule 13D relates to shares of the Issuer's common stock, par value 5 Danish Kroner per share (the "Common Shares"). The Common Shares are not for trading, but are registered under Section 12 of the Securities and Exchange Act of 1934, as amended, only in connection with the registration of American Depository Shares (as evidenced by American Depositary Receipts), pursuant to the requirements of the Securities and Exchange Commission. For the purpose of calculating beneficial ownership of Common Shares as reported herein, American Depositary Shares (as evidenced by American Depositary Receipts), each representing one Common Share, are considered the same class of equity security as the Common Shares.
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Item 2.
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Identity and Background
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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October 25, 2010
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(Date)
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MENFIELD NAVIGATION COMPANY LIMITED
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/s/ Philippos Philippou
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(Signature)
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Philippos Philippou, Director
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(Name/Title)
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LODGE HOLDINGS INC.
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/s/ Despina Avgousti
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(Signature)
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Despina Avgousti, Director
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(Name/Title)
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EIRINI NOMIKOU
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/s/ Eirini Nomikou
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(Signature)
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Eirini Nomikou
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(Name)
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October 25, 2010
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(Date)
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MENFIELD NAVIGATION COMPANY LIMITED
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/s/ Philippos Philippou
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(Signature)
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Philippos Philippou, Director
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(Name/Title)
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LODGE HOLDINGS INC.
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/s/ Despina Avgousti
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(Signature)
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Despina Avgousti, Director
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(Name/Title)
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EIRINI NOMIKOU
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/s/ Eirini Nomikou
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(Signature)
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Eirini Nomikou
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(Name)
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