January 7, 2020

MIRABILA SHIPPING CORPORATION

NOTICE OF CALL
EXTRAORDINARY SHAREHOLDERS’ MEETING

The Shareholders are hereby called to meet on January 10, 2020, at first call,
in Extraordinary Shareholders’ Meeting (“Meeting”), at 1PM, at the
Company’s headquarters, located at Rm. 515, Portal West Building,
Dumaguete City, Philippines, in order to deliberate on the following Agenda:

1. Homologation of the capital increase approved at the Extraordinary

Shareholders’ Meeting on April 18th, 2016, in the total amount of
₱1,000,000,000.00, through the consequent issuance of 200,000,000
common shares, identical to the shares of this type that already exist,
all registered and with no par value, at the issuance price of ₱10.00 per
share;

2. Amending of the Heading of Article 5 of the Company By-laws,

regarding the capital stock value and the quantity of shares in which it
is divided, as per (i) the capital increase referred on item 1 of the
Agenda; and (ii) the capital increase carried out within the authorized
capital limits, approved by the Board of Directors on June 13th, 2019
and partially homologated on May 3rd, 2019, with the issuance and
subscription of 39,292,918 class “A” preferred shares, identical to the
shares of this type that already exist, at the issuance price of ₱ 1.28 per
share, totaling ₱ 50,294,935.04; and

3. Amending of the § 1º of Article 5 of the Company By-laws, in order to

reflect the deduction, in the amount of shares corresponding to the
authorized capital of the Company, of the 39,292,918 class “A”
preferred shares effectively issued in the capital increase approved by
the Board of Directors on March 19th, 2019 and partially homologated
on June 23rd, 2019.

4. The Company clarifies that, in order to expedite the proceedings for the
conclusion of the capital increase, considering its importance to the
Company, this Call Notice is being released before the end of the period
for the subscription of the leftover shares by those shareholders who
expressed their interest during the period of the exercise of preemptive
rights. In any case, as the possibility of partial homologation of such
capital increase was not provided, the Extraordinary Shareholders’
Meeting will only deliberate on items 1 and 2 (i) of the Agenda if, until
the date of such meeting, the Company has received the confirmation
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 of the effective subscription of the totality of the new common shares
issued as per the capital increase approved at the Extraordinary
Shareholders’ Meeting on April 28th, 2019.

5. To shareholders who are represented by an attorney in fact, we request

the presentation of the instrument of Power of Attorney within 48 (forty
eight) hours prior to the Meeting, in order to prove the legitimacy of the
representation.

6. The documents related to the Agenda, including the Management’s

Proposal and the information required are at the shareholders’ disposal
at the Company’s headquarters and in the company website
(www.mrbshipping.gov.br).

_____________________________
ATTY. CHARMILA R. SIPLON
(Corporate Secretary)

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