Notice and Complete Proposals for the Annual General Meeting 2013
Notice and Complete Proposals for the Annual General Meeting 2013 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.