FreeSeas Inc fka FREEF

[Anty_Jr]

Jabro Funding can voting NO if they dont want reverse split

OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS

Our Board previously set the close of business on November 7, 2017 as the record date for determining which of
our shareholders are entitled to notice of and to vote at the Annual Meeting. As of the record date, there were
3,095,456,253 shares of our common stock that are entitled to be voted at the Annual Meeting. Each share of common
stock is entitled to one vote on each matter submitted to shareholders for approval at the Annual Meeting.

The attendance, in person or by proxy, of the holders of one-third (1/3) of the outstanding shares of our common
stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

Directors will be elected by a plurality of the votes cast by the shares of common stock represented in person or
by proxy at the Annual Meeting. The affirmative vote of the holders of a majority of the shares of common stock present
in person or by proxy at the Annual Meeting will be required to approve (i) the ratification of our auditors for the year
ended December 31, 2017 and (ii) the granting of discretionary authority to the Board to (A) amend the Amended and
Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding
shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one
share of common stock at ratios within the range from 1-for-2 up to 1-for-20,000 (the “Reverse Stock Split”) and (B)
determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the
fair value of fractions of a share of common stock as of the time when those entitled to receive such fractions are
determined, or to entitle shareholder to receive from the Company’s transfer agent, in lieu of any fractional share, the
number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company shall not
effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-20,000, and (Y) any Reverse Stock Split is completed no
later than the first anniversary of the date of the Annual Meeting, and for any other proposals that may come before the
Annual Meeting. If less than one-third (1/3) of the outstanding shares entitled to vote is represented at the Annual
Meeting, a majority of the shares so represented may adjourn the Annual Meeting to another date, time or place, and
notice need not be given of the new date, time or place if the new date, time or place is announced at the meeting before
an adjournment is taken.

Prior to the Annual Meeting, we will select one or more inspectors of election for the meeting. Such inspector(s)
shall determine the number of shares of common stock represented at the meeting, the existence of a quorum and the
validity and effect of proxies, and shall receive, count and tabulate ballots and votes and determine the results thereof.
Abstentions will be considered as shares present and entitled to vote at the Annual Meeting and will be counted as votes
cast at the Annual Meeting, but will not be counted as votes cast for or against any given matter.

If your shares are held in street name through a bank or broker, your bank or broker may vote your shares under
certain circumstances if you do not provide voting instructions before the Annual Meeting, in accordance with New York
Stock Exchange rules that govern the banks and brokers. These circumstances include “routine matters,” such as the
ratification of the appointment of our independent registered public accounting firm described in this Proxy Statement.
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Thus, if you do not vote your shares with respect to this matter, your bank or broker may vote your shares on your behalf
or leave your shares unvoted.

The election of directors and the approval of granting discretionary authority for the Reverse Stock Split are not
considered “routine matters.” Thus, if you do not vote your shares with respect to these matters, your bank or broker may
not vote the shares, and your shares will be left unvoted on the matter.
“Broker non-votes” occur when shares represented by proxies received from a bank or broker are not voted on a
matter because the bank or broker did not receive voting instructions from the bank or broker’s customer. Broker nonvotes
will be treated the same as abstentions, which means the shares will be deemed to be present at the Annual Meeting
for purposes of determining whether a quorum exists provided that the shares have been voted on at least one matter. In
tabulating the votes for any particular proposal, shares that constitute broker non-votes or abstentions are not considered
shares present and entitled to vote with respect to the matter on which the broker has not voted or the abstention has been
received. Thus, abstentions and broker non-votes will not have an effect on any of the proposals at this meeting because
they will not be counted as votes cast.