COPENHAGEN, Denmark, March 15, 2013 (GLOBE NEWSWIRE) --
Attention: Shareholders in TORM A/S
Hellerup, 15 March
2013
Annual General Meeting in TORM A/S - 11 April
2013
Shareholders in TORM A/S are hereby invited to the Annual
General Meeting (AGM) on Thursday, 11 April 2013 at 10:00 am CET at
Radisson Blu Falconer Hotel, Falkoner Alle 9, DK-2000
Frederiksberg.
Agenda and complete proposals
The agenda and complete proposals from the Board of Directors
are enclosed.
The Board of Directors would like to highlight proposal 7.b.
regarding an authorization to terminate the Company's American
Depositary Receipt ("ADR") program and in this connection allow the
Company to acquire own shares as well as delist the Company's
American Depository Shares ("ADS") from Nasdaq Capital Market, USA,
and deregister the Company's securities under the U.S. Securities
Exchange Act of 1934, as amended. The Board of Directors finds that
it would be in the interest of the Company due to the limited size
of the ADR program and the costs involved with a listing on Nasdaq
and the reporting and filing obligations under the U.S. Exchange
Act. The ADR program represents approximately 0.5% of the Company's
total share capital, following the capital increase carried out in
connection with the Company's restructuring in November 2012.
Introduction of electronic communication
The Board of Directors has decided to exercise the authorization
to introduce electronic communication with effect from 12 April
2013. TORM has enclosed a separate form on this matter and will
also make information available about the procedures for the use of
electronic communication on the Company's website www.torm.com.
The Board of Directors hopes that you as a shareholder will
support TORM by participating in the AGM or by submitting your vote
either by proxy or postal vote.
Yours sincerely
On behalf of the Board of Directors
Flemming Ipsen
Chairman of the Board of Directors
P.S. Please note that there will be no buffet or cold
refreshments at the AGM.
NOTICE CONVENING THE ANNUAL GENERAL
MEETING
Notice is hereby given in accordance with Article 5 of the
Articles of Association of TORM A/S (CVR no. 22460218) that the
Annual General Meeting (AGM) will be held on:
Thursday, 11 April 2013 at 10:00 am
(CET)
at Radisson Blu Falconer Hotel, Falkoner Alle 9, DK-2000
Frederiksberg with the following
AGENDA
1. The Board of Director's report on the activities of the
Company in the past year
2. Adoption of the Annual Report for 2012
3. The Board of Director's proposal for provision for
losses in accordance with the adopted Annual Report
4. Resolution to discharge the members of the Board of
Directors and the Executive Management from liability
5. Election of members to the Board of Directors
6. Appointment of auditor
7. Proposals from the Board of Directors
a. Approval of the level of
remuneration of the Board of Directors for the year 2013
b. Authorization of the Board of
Directors to terminate the Company's American
Depositary
Receipt ("ADR") program and in this connection allow the
Company to
acquire own shares as well as delist the Company's American
Depository Shares ("ADS")
from
Nasdaq Capital Market, USA and deregister the Company's securities
under the
U.S. Securities Exchange Act of 1934, as amended
8. Any other business
***
Adoption requirements
The AGM is only legally competent to transact business when at
least one-third of the share capital is represented (quorum), see
also Article 10.1 of the Articles of Association.
Adoption of the proposals under items 2, 3, 4, 6, 7.a and 7.b is
subject to a simple majority of votes, see also Article 10.2 of the
Articles of Association. No board members are up for re-election
pursuant to Article 12.2 of the Articles of Association, and no
further board members are proposed by the Board of Directors to be
elected by the AGM under item 5.
Form of notice and availability of
information
Notice convening the AGM will be sent to all shareholders
registered in the Company's register of shareholders and/or ADR
holders who have registered their holdings with the Company and who
have so requested. Notice will also be announced through the Danish
Business Authority's IT system and on the Company's website,
www.torm.com.
This notice including the agenda, the complete proposals,
information on the total number of shares and voting rights on the
date of the notice and the forms to be used for proxy voting and
postal voting and documents to be presented at AGM including the
Company's Annual Report for 2012, will be available at the offices
of the Company and on the Company's website, www.torm.com, in the
period from Wednesday 20 March 2013 at the latest and until and
including the date of the AGM.
Safe Harbor statements as to the future
Matters discussed in this release may constitute forward-looking
statements. Forward-looking statements reflect our current views
with respect to future events and financial performance and may
include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and
statements other than statements of historical facts. The
forward-looking statements in this release are based upon various
assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination
of historical operating trends, data contained in our records and
other data available from third parties. Although TORM believes
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, TORM cannot guarantee that it will achieve or
accomplish these expectations, beliefs or projections.
Important factors that, in our view, could cause actual results
to differ materially from those discussed in the forward- looking
statements include the conclusion of definitive waiver documents
with our lenders, the strength of the world economy and currencies,
changes in charter hire rates and vessel values, changes in demand
for "tonne miles" of oil carried by oil tankers, the effect of
changes in OPEC's petroleum production levels and worldwide oil
consumption and storage, changes in demand that may affect
attitudes of time charterers to scheduled and unscheduled
dry-docking, changes in TORM's operating expenses, including bunker
prices, dry-docking and insurance costs, changes in the regulation
of shipping operations, including requirements for double hull
tankers or actions taken by regulatory authorities, potential
liability from pending or future litigation, domestic and
international political conditions, potential disruption of
shipping routes due to accidents and political events or acts by
terrorists.
Risks and uncertainties are further described in reports filed
by TORM with the US Securities and Exchange Commission, including
the TORM Annual Report on Form 20-F and its reports on Form
6-K.
Forward-looking statements are based on management's current
evaluation, and TORM is only under an obligation to update and
change the listed expectations to the extent required by law.