TORM A/S - Notice and Complete Proposals for Extraordinary General Meeting 2013
TORM A/S - Notice and Complete Proposals for Extraordinary General Meeting 2013 COPENHAGEN, Denmark, Dec. 13, 2012 (GLOBE NEWSWIRE) -- As agreed in connection with the Restructuring as further described in the company announcements no. 31 dated 2 October 2012 and no. 32 dated 5 November 2012, TORM hereby convenes an Extraordinary General Meeting (EGM) on Wednesday 9 January 2013. The purpose of the EGM is among others to amend the articles of association, including adopting certain minority protection rights, pursuant to which the Company's issuance of shares against conversion of debt or issuance of shares without pre-emptive rights for existing shareholders require consent from shareholders representing 90% of the Company's share capital and voting rights. In addition, it is proposed to hold an election to the Board of Directors. Chairman N.E. Nielsen, Deputy Chairman Christian Frigast, and Mr. Jesper Jarlbaek have notified the Company that they relinquish their mandates as members of the Board of Directors at the Extraordinary General Meeting. Mr. Olivier Dubois, Mr. Alexander Green, Mr. Flemming Ipsen and Mr. Jon Syvertsenhave all been proposed to be elected as new members of the Board of Directors. Enclosed please find the notice of and the complete proposals for the EGM of TORM to be held on Wednesday 9 January 2013. Two of TORM's major banks, Danske Bank and Nordea, state in this connection: "We would like to express our appreciation of the dedicated and competent work that has been carried out during the restructuring process by TORM's organization, Management, and the Board of Directors. The constructive efforts from the board members have been pivotal in completing the restructuring and securing TORM as a going concern under continued difficult freight market." Contact TORM A/S Jacob Meldgaard, CEO, tel.: +45 3917 Tuborg Havnevej 18 9200 DK-2900 Hellerup, Denmark Roland M. Andersen, CFO, tel.: +45 3917 Tel.: +45 3917 9200 / Fax: +45 3917 9200 9393 C. Søgaard-Christensen, IR, tel.: +45 www.torm.com 3076 1288 About TORM TORM is one of the world's leading carriers of refined oil products as well as a significant player in the dry bulk market. The Company operates a fleet of approximately 110 modern vessels in cooperation with other respected shipping companies sharing TORM's commitment to safety, environmental responsibility and customer service. TORM was founded in 1889. The Company conducts business worldwide and is headquartered in Copenhagen, Denmark. TORM's shares are listed on NASDAQ OMX Copenhagen (ticker: TORM) and on NASDAQ in New York (ticker: TRMD). For further information, please visit www.torm.com. Safe Harbor statements as to the future Matters discussed in this release may constitute forward-looking statements and may be more detailed than regular practice. 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 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.