DIVIDEND POLICY

Under its amended dividend policy, Star Bulk Carriers Corp. (the “Company”) may approve the distribution of 100% of Cash Flow for a given quarter to shareholders. For purposes of this policy, “Cash Flow” is defined as cash flow from operations less (i) debt amortization, (ii) maintenance and upgrade capital expenditures, and (iii) any cash deficit below $2.1 million per owned vessel.

Notwithstanding the Cash Flow calculation described above, the Company has established a minimum quarterly dividend of $0.05 per share, which it intends to pay even in circumstances where the quarterly Cash Flow would otherwise result in a lower or no dividend.

All dividends remain subject to quarterly approval by the Board of Directors following its review of the Company’s financial performance and position. The declaration and payment of dividends will depend on various factors, including, but not limited to, prevailing charter market conditions, the Company’s capital requirements, restrictions under existing credit agreements, and applicable provisions of Marshall Islands law. Marshall Islands law generally prohibits the payment of dividends other than from operating surplus or when a company is insolvent or would be rendered insolvent by such payment. Accordingly, there can be no assurance that the Board of Directors will declare dividends in any future period.

As a holding company with no material assets other than the shares of its operating subsidiaries, the Company’s ability to pay dividends depends upon the distribution of earnings and cash flows from such subsidiaries. The dividend policy, as well as the declaration and payment of dividends, may be modified, suspended, or discontinued at any time at the discretion of the Board of Directors, subject to applicable law and the availability of legally distributable funds. Each declaration and payment of dividends will be made only upon a determination by the Board that such action is in the best interests of the Company and its shareholders following a review of the Company’s financial performance and condition.