ANNOUNCEMENT NO. 6 - 2009
22 April 2009
Annual General Meeting of A/S Dampskibsselskabet TORM on 22 April 2009
At the Annual General Meeting the following took place:
• The Annual Report 2008 was approved.
• A dividend of DKK 4 per DKK 5 share as proposed by the Board of Directors was
approved.
• Deloitte Statsautoriseret Revisionsaktieselskab was re-elected.
• The Board of Directors' proposal for a change of the Company's name in
Article 1 of the Articles of Association to TORM A/S and addition of
Aktieselskabet Dampskibsselskabet TORM (TORM A/S) in the list of the Company's
secondary names was approved.
• The Board of Directors' proposal for a change of the address of the keeper of
the Company's Register of Shareholders in Article 3(3) in the Articles of
Association was approved.
• The Board of Directors' proposal for a change of “Værdipapircentralen” to “VP
SECURITIES A/S” in Articles 3(2), 3(6), 4(1) and 7(2) in the Articles of
Association was approved.
• The Board of Directors' proposal for a change of Article 5(1) in the Articles
of Association to make it possible in the future to hold General Meetings in
Region Greater Copenhagen was approved.
• The Board of Directors was granted authorisation to introduce communication
by electronic means between the shareholders and the Company and to make all
necessary amendments to the Articles of Association. The authority was inserted
in the Articles of Association as a new Article 6 and an amendment of the
numbering of the subsequent articles was made as a consequence thereof.
• The overall guidelines for the incentive scheme to members of the Board of
Directors and the Management Board proposed by the Board of Directors was
adopted.
• The authorisation to purchase the Company's own shares was renewed.
• The proposal from a shareholder for an increase of the limitation on the
number of the shareholder elected directors from six to eight and subsequent
change of Article 11(1) in the Articles of Association was approved.
• The proposal from a shareholder for an abolishment of the nationality
requirements for Board members by deleting Article 11(2) of the Articles of
Association and an amendment of the numbering of the subsequent articles was
approved.
• Mr. Jesper Jarlbæk and Mr. Angelos Papoulias were elected to the Board of
Directors for a period of four years.
The expectations for the 2009 result before tax of USD 100-140 million were
maintained, but with repetition of the substantial uncertainty expressed in the
announcement of the Annual Report attributable to the global recession.
At the Board of Directors meeting immediately following the Annual General
Meeting, the Board of Directors appointed Mr. N. E. Nielsen as Chairman and Mr.
Christian Frigast as Deputy Chairman.
Accordingly, the Board of Directors is composed as follows:
N. E. Nielsen (Chairman)
Christian Frigast (Deputy Chairman)
Bo Jagd
Jesper Jarlbæk
Gabriel Panayotides
Angelos Papoulias
Michael Steimler
Nicos Zouvelos
Peter Abildgaard (elected by the employees)
Lennart Arnold Johan Arrias (elected by the employees)
Margrethe Bligaard (elected by the employees)
Contact: N. E. Nielsen, Chairman of the Board, telephone +45 72 27 00 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.
