Contact:
ANNOUNCEMENT NO. 24 - 2008
8 December 2008
Complete Proposals for the Extraordinary General Meeting
Enclosed please find the complete proposals for the Extraordinary General
Meeting on 16 December 2008 for A/S Dampskibsselskabet TORM.
N. E. Nielsen, Chairman of the Board, telephone +45 72 27 00 00
Mikael Skov, CEO, tel.: +45 39 17 92 00
Roland M. Andersen, CFO, tel.: +45 39 17 92 00
About TORM
TORM is one of the world's leading carriers of refined oil products as well as
being a significant participant in the dry bulk market. The Company operates a
combined fleet of more than 130 modern vessels, principally through a pooling
cooperation with other respected shipping companies who share 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 the
Copenhagen Stock Exchange (ticker TORM) as well as on the NASDAQ (ticker TRMD).
For further information, please visit www.torm.com.
Safe Harbor
Forward Looking
Statements 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 other statements, which are 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 assure you 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 world economies 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 governmental rules and regulations 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 obligation to update and change the listed expectations to
the extent required by law.
Extraordinary general meeting of shareholders of Aktieselskabet
Dampskibsselskabet TORM (CVR NO 22460218), to be held on Tuesday, 16 December
2008 at 10:00 a.m. at Radisson SAS Falconer, Falkoner Allé 9, DK-2000
Frederiksberg:
COMPLETE PROPOSALS
***
1. Proposals from the Board of Directors:
a. Authorisation to the Board of Directors to resolve to distribute interim
dividend.
b. Authorisation to the Board of Directors (with a right of substitution) to
apply for registration of the resolutions passed and to make any such
amendments thereto as may be required or requested by the authorities as a
condition for registration or approval.
Re 1 a:
The Board of Directors proposes that the Board of Directors be authorised
pursuant to Section 109a of the Danish Companies Act to distribute interim
dividend and that the following authorisation be added as a new Section 3.8 of
the Company's Articles of Association:
“The Board of Directors has been authorised by the general meeting to resolve
to distribute interim dividend.”
Re 1 b:
The Board of Directors (with a right of substitution) shall be authorised to
apply for registration of the resolutions passed and to make any such
amendments thereto as may be required or requested by the Danish Commerce and
Companies Agency, OMX Nordic Exchange Copenhagen A/S or any other authority as
a condition for registration or approval.
***
The general meeting is only legally competent to transact business when at
least one-third of the share capital is represented, cf. Article 9(1) of the
Articles of Association of the Company.
Approval or adoption of the proposals under items 1 a and 1 b requires simple
majority, cf. Article 9(2) in the Articles of Association of the Company and
Sections 77 and 109a(1) of the Danish Companies Act.
