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May 3, 2016

 

 

 

TO THE SHAREHOLDERS OF

AEGEAN MARINE PETROLEUM NETWORK INC.

 

Enclosed are a Notice of the 2016 Annual Meeting of Shareholders (the "Meeting") of Aegean Marine Petroleum Network Inc. (the "Company") which will be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on May 18, 2016 at 9:00 a.m. local time, and related materials.

 

At the Meeting, shareholders of the Company will consider and vote upon the proposal:

 

1.

To elect two Class A Directors to serve until the Company's 2019 Annual Meeting of Shareholders (the "Proposal"); and

 

2.

To transact such other business as may properly come before the Meeting or any adjournment thereof.

 

Provided that a quorum is present, adoption of the Proposal requires the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares entitled to vote in the election. To constitute a quorum, there must be present either in person or by proxy shareholders of record holding at least one-third of the shares issued and outstanding and entitled to vote at the Meeting. If less than a quorum is present, a majority of those shares present either in person or by proxy will have the power to adjourn the Meeting until a quorum is present. We urge you to vote in favor of the Proposal.

 

You are cordially invited to attend the Meeting in person.  If you attend the Meeting, you may revoke your proxy and vote your shares in person.

 

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED.

 

ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN FAVOR OF THE PROPOSAL PRESENTED IN THE PROXY STATEMENT.

 

 

 

AEGEAN MARINE PETROLEUM NETWORK INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 18, 2016

 

NOTICE IS HEREBY given that the Annual Meeting of Shareholders (the "Meeting") of Aegean Marine Petroleum Network Inc. (the "Company") will be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on May 18, 2016 at 9:00 a.m. local time, for the following purposes, of which item 1 is more completely set forth in the accompanying Proxy Statement:

 

1.

To elect two Class A Directors to serve until the Company's 2019 Annual Meeting of Shareholders (the "Proposal"); and

 

2.

To transact such other business as may properly come before the Meeting or any adjournment thereof.

 

The board of directors has fixed the close of business on April 25, 2016 as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment thereof.

 

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES.  THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED.  ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN FAVOR OF THE PROPOSAL PRESENTED IN THE PROXY STATEMENT.

 

IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

 

 

 

May 3, 2016
Piraeus, Greece

 

AEGEAN MARINE PETROLEUM NETWORK INC.

______________________

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 18, 2016

________________________

INFORMATION CONCERNING SOLICITATION AND VOTING

 

GENERAL

 

The enclosed proxy is solicited on behalf of the board of directors of Aegean Marine Petroleum Network Inc., a Marshall Islands corporation (the "Company"), for use at the Annual Meeting of Shareholders to be held at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, New York, New York on May 18, 2016 at 9:00 a.m. local time, or at any adjournment or postponement thereof (the "Meeting"), for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders.  This Proxy Statement and the accompanying form of proxy are expected to be mailed to shareholders of the Company entitled to vote at the Meeting on or about May 3, 2016.

 

VOTING RIGHTS AND OUTSTANDING SHARES

 

On April 25, 2016 (the "Record Date"), the Company had issued and outstanding 50,036,853 shares of common stock, par value $0.01 per share (the "Common Shares").  Each shareholder of record at the close of business on the Record Date is entitled to one vote for each Common Share then held.  Shareholders representing at least one-third of the shares issued and outstanding shall be a quorum for the purposes of the Meeting.  The Common Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment or postponement thereof.  Any proxies returned without instructions will be voted FOR the proposal set forth on the Notice of Annual Meeting of Shareholders. Mr. Dimitris Melisanidis, the beneficial owner of approximately 22.0% of the Common Shares as of the Record Date, and Mr. Peter C. Georgiopoulos, the holder of approximately 10.8% of the Common Shares as of the Record Date, have indicated that they intend to vote FOR the proposal set forth in the Notice of Annual Meeting of Shareholders.

 

In the event that a quorum is not present at the Meeting or, even if a quorum is so present, in the event that sufficient votes in favor of the position recommended by the board of directors on the proposal described in this Proxy Statement are not timely received, the majority of Common Shares present at the Meeting in person or by proxy shall have the power to adjourn the Meeting. If the Meeting is adjourned for reasons other than a lack of quorum, no further notice of the adjourned Meeting will be required other than announcement at the Meeting in order to permit further solicitation of proxies.

 

The Common Shares are listed on the New York Stock Exchange ("NYSE") under the symbol "ANW."

 

REVOCABILITY OF PROXIES

 

A shareholder giving a proxy may revoke it at any time before it is exercised.  A proxy may be revoked by filing with the Secretary of the Company at the Company's principal executive office, 10 Akti Kondili, 185 45, Piraeus, Greece, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.

 

 

PROPOSAL

ELECTION OF DIRECTORS

 

The Company has six directors on the board of directors, which is divided into three classes.  As provided in the Company's Amended and Restated Articles of Incorporation, each director is elected to serve for a three year term and until such director's successor is duly elected and qualified, except in the event of his death, resignation, removal or earlier termination of his term of office.  The term of two Class A Directors expires at the Meeting.  The board of directors has nominated Yiannis N. Papanicolaou and Konstantinos D. Koutsomitopoulos , each of whom is a current Class A Director, for election as directors whose terms would expire at the Company's 2019 Annual Meeting of Shareholders.

 

Unless the proxy is marked to indicate that such authorization is expressly withheld, the persons named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following nominees.  It is expected that the nominees will be able to serve, but if before the election it develops that the nominees are unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee as the current board of directors may recommend.

 

Nominees for Election to the Company's Board of Directors

 

Information concerning each nominee for director of the Company is set forth below:

 

Name	Age	Position
Yiannis N. Papanicolaou	64	Class A Director
Konstantinos D. Koutsomitopoulos	48	Class A Director

 

Yiannis N. Papanicolaou has served as a member of the Company's board of directors since December 2006. Mr. Papanicolaou serves as the chairman of the Company's compensation committee and a member of its audit and nominating and corporate governance committees. Since 2004, Mr. Papanicolaou has been an independent consultant to various companies. From 1998 to 2004, Mr. Papanicolaou served as Director General of the International Center for Black Sea Studies and from 1997 to 2005 as Alternate Governor of Greece at the Black Sea Trade and Development Bank. Between 1989 and 1996, Mr. Papanicolaou was employed as an independent consultant to various companies. Prior to that, Mr. Papanicolaou had a career in government where he served, among other positions, as Chief Economic Advisor to the Prime Minister of Greece, Chairman of the Council of Economic Advisors to the Ministry of National Economy and Special Advisor to the Minister of Foreign Affairs of the Hellenic Republic. Mr. Papanicolaou has studied economics at the National University of Athens, the London School of Economics and the London Graduate School for Business Studies.

 

Required Vote .  Approval of the Proposal will require the affirmative vote of a majority of the votes cast at the Meeting by the holders of shares entitled to vote in the election.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTORS.  UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE PROPOSED DIRECTORS UNLESS A CONTRARY VOTE IS SPECIFIED.

 

SOLICITATION

 

The cost of preparing and soliciting proxies will be borne by the Company.  Solicitation will be made primarily by mail, but shareholders may be solicited by telephone, e-mail, or personal contact.  The board of directors may retain the services of a professional proxy solicitation service for soliciting proxies.

 

EFFECT OF ABSTENTIONS

 

Abstentions will not be counted in determining whether the Proposal has been approved.

 

 

 

OTHER MATTERS

 

No other matters are expected to be presented for action at the Meeting.  Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.

 

 

 

May 3, 2016

Piraeus, Greece

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