TORM A/S - Articles of Association


ARTICLES OF ASSOCIATION of TORM A/S

Article 1

1.1.	The Company's name is TORM A/S.

1.2.	The Company also carries out business under the secondary names
Aktieselskabet af 3. Novem-ber 1986 (TORM A/S), BWT 3 ApS (TORM A/S) and
Aktieselskabet Dampskibsselskabet TORM (TORM A/S). 

1.3.	The objects for which the Company has been established are to carry out
business within shipping, chartering and other transport services, to make
investments, including in real property, and to carry on such other business as
the Board of Directors may deem incidental to the attainment of the said
objects. The objects may be attained by ownership in whole or in part,
including as shareholder, partner or otherwise of any other business which has
one or more of the objects set out above. 

Article 2

2.1.	The Company's share capital is DKK 364,000,000.00 divided into shares of
DKK 5.00 each or any multiple thereof. 

2.2.	The share capital has been fully paid up.

2.3.	In the period until 1 April 2013, the Company's share capital may at the
discretion of the Board of Directors be increased in one or more issues of new
shares by up to DKK 182m. The increase may be made by cash contribution or as
consideration for the acquisition of all or part of an existing business or
specific assets, including shares. 

2.4.	By virtue of Article 2(3), the Board of Directors may offer the shares for
subscription at market price without the existing shareholders having any
preferential subscription rights. 

2.5.	The new shares, which shall be negotiable instruments, shall be issued to
bearer. 

2.6.	The Board of Directors is authorised in the period until 31 December 2011,
in one stage, with or without any pre-emption rights for the existing
shareholders, to resolve by unanimous resolution to raise loans for a total
amount of up to DKK 700,000,000 against the issuance of convertible debt
instruments entitling the holder to subscribe for shares in the Company. The
loans must be paid in cash to the Company. The Board of Directors will by
unanimous resolution lay down the specific terms and conditions for the
convertible debt instruments being issued under this authorisation. If the
shareholders' pre-emption rights are excluded, conversion may not take place at
a price, which is lower than the market price of the Company's shares at the
time of the issuance of the converti-ble debt instruments. 

	As a result of this authorisation, the Board of Directors is furthermore
authorised in the period until 31 December 2011 by unanimous resolution to
increase the Company's share capital, with or with-out any pre-emption rights
for the existing shareholders, by up to a total nominal amount of DKK
50,000,000 by conversion of convertible debt instruments issued pursuant to
this Article 2.6. New shares issued pursuant to this authorisation shall be
negotiable instruments, shall be issued to bearer, but shall be eligible for
registration in the name of the holder in the Company's register of
shareholders, the transferability of the new shares shall not be subject to any
restrictions, the new shareholders shall not be under an obligation to have
their shares redeemed and the shares are in all other respects to carry the
same rights and privileges as the existing shares in the Company. The Board of
Directors will by unanimous resolution determine any other terms and
conditions. 

Article 3

3.1.	The Company's shares shall be negotiable instruments, and the
transferability of the shares shall not be subject to any restrictions. 

3.2.	The shares shall be issued through VP SECURITIES A/S and/or under an
American Depositary Receipt Program (ADR Program). 

3.3.	The shares shall be issued to bearer, but may be entered in the Company's
register of sharehold-ers in the name of the holder. The Company has appointed
VP Investor Services A/S (VP Services A/S), CVR no. 30201183, keeper of the
Company's Register of Shareholders for all shares issued by the Company. 

3.4.	No share shall confer special rights upon its holder.

3.5.	No shareholder shall be obliged to have his shares redeemed.

3.6.	When the audited annual report has been adopted by the Company in general
meeting, the de-clared dividend shall be distributed by transfer to the
accounts designated by the shareholders in accordance with the rules on VP
SECURITIES A/S in force from time to time. 

3.7.	Any dividend payable to a shareholder which remains unclaimed for three
years after the due date shall accrue to the Company. 

3.8.	The Board of Directors has been authorised by the general meeting to
resolve to distribute interim dividend 

Article 4

4.1.	If previously issued shares have been lost and no application for
registration of the shares has been filed with VP SECURITIES A/S, such shares
and appurtenant coupon sheets, talons and in-terim certificates may on the
Company's initiative and at the expense of the applicant be cancelled without
judgment in accordance with the statutory rules on this in force from time to
time. 

Article 5

5.1.	The general meetings of the Company shall be held in Region Greater
Copenhagen. 

5.2.	Annual general meetings shall be held every year before the end of April.

5.3.	Any shareholder shall be entitled to have one or more items included in
the agenda for the ordinary general meeting, provided that the shareholder
submits a written request to that effect to the Com-pany's Board of Directors
no later than six weeks before the general meeting. 

5.4.	Extraordinary general meetings shall be held when demanded by the Board of
Directors or the auditor elected by the general meeting. Extraordinary general
meetings shall be convened within 2 weeks if requisitioned in writing by
shareholders holding 5% of the share capital for the purpose of considering
specific business. 

5.5.	General meetings shall be convened with a notice of no more than five
weeks and no less than three weeks. 

5.6.	General meetings shall be convened by notice in at least one national
daily newspaper, by notice on the Company's website www.torm.com and via the
Danish Commerce and Companies Agency's IT system and otherwise in any such
manner and form as may at any time be required by the stock exchanges on which
the Company's shares or ADRs (American Depositary Receipts) are listed. Written
notice of the meeting shall, however, be given to all shareholders entered in
the Company's register of shareholders and/or to all ADR holders who have
registered their holdings with the Company and who have so requested. 

5.7.	The notice convening the general meeting shall specify the business to be
transacted at the meet-ing. If proposals for amendments to the Articles of
Association are to be considered, the essential aspects of the proposal shall
be stated in the notice. 

Article 6

6.1. 	On 22 April 2009, the Annual General Meeting resolved to authorise the
Board of Directors to i) fix the date for introduction of communication by
electronic means pursuant to Articles 6(3) - 6(6) be-low and at the same time
to ii) make all necessary amendments to the Articles of Association. 

6.2. 	The Board of Directors shall notify the Company's shareholders about the
date of introduction of communication by electronic means. 

6.3. 	The Company shall be entitled to give any notices to the Company's
shareholders under the Dan-ish Companies Act or these Articles of Association
by electronic mail, and documents may be made available or forwarded in
electronic form. The annual report and any other notices required to be given
to the shareholders by law must, however, always be available in paper version
and for-warded to any shareholders having so requested. 

6.4. 	The Management Board will ask all shareholders recorded in the Company's
register of sharehold-ers to provide their current email addresses to which
notices etc., cf. Article 6(1) above, may be given. It is the responsibility of
the shareholder to provide the Company with a correct and current email
address. 

6.5. 	At the discretion of the Board of Directors, the above form of
communication may also be used for communication between the Company and the
members of the Board of Directors. 

6.6.	Information on system requirements and the use of electronic communication
shall be provided di-rectly to the shareholders by the Company's Management
Board or be published on the Com-pany's website. 

Article 7

7.1.	The agenda for the annual general meeting shall be as follows:

	1.	Director's report on the activities of the Company in the past year.

	2.	Presentation for adoption of the annual report.

	3.	The Board of Director's proposal for the appropriation of profits or
provision for losses in accordance with the adopted annual report. 

	4.	Election of members to the Board of Directors.

	5.	Appointment of auditor/auditors.

	6.	Any other business and notices.

Article 8

8.1	A shareholder's right to participate in and vote at general meetings shall
be determined on the ba-sis of such shareholder's holding of shares on the
record date, i.e., one week prior to the general meeting. Participation at
general meetings is furthermore subject to the shareholder having re-quested an
admission card for the relevant general meeting no later than three days prior
to the date of the general meeting. Admission cards are issued to any such
person who according to the register of shareholders is registered as a
shareholder on the record date or who has duly reported his shareholding to the
Company as at the record date for purposes of entry in the register of
shareholders. 

8.2	The Board of Directors may determine that holders of ADRs as at the record
date may attend gen-eral meetings, provided that such holders no later than
three days before the date of the general meeting have requested an admission
card for the relevant general meeting and presented due documentation of their
holdings. 

8.3.	Each share of DKK 5.00 carries one vote.

8.4.	Each shareholder shall be entitled to be represented by proxy.

8.5.	The proxy holder shall present a written and dated instrument of proxy.
Instruments of proxy to the Company's management shall be granted for a maximum
period of 12 months and shall be issued for a specific general meeting with a
known agenda. 

Article 9


9.1.	The Board of Directors shall appoint a chairman to preside the general
meeting and decide all mat-ters relating to the transaction of business and the
voting, always provided that any voting share-holder may demand that the
resolutions put to the vote of the meeting should be decided by poll. 

Article 10

10.1.	General meetings can only form a quorum provided that at least 1/3 of the
share capital is repre-sented. 

10.2.	At general meetings, all resolutions shall be passed by a simple majority
of votes, unless otherwise provided by statute or these Articles of
Association. 

10.3.	Any adoption of resolutions for amendment of the Articles of Association,
the dissolution or merger of the Company with another company or firm, the use
of the Company's foundation, rejection of the annual report and/or the
Directors' proposal for appropriation of profits, appointment of member(s) of
the Company's Board of Directors requires that at least 3/5 of the share
capital is represented at the general meeting and that the resolution is
adopted by at least 2/3 of all votes cast unless any such resolution is
proposed by the Company's Board of Directors. Any resolution for the amendment
of the Company's Articles of Association is further subject to the conditions
set out in Sections 106-107 of the Danish Companies Act. 

10.4.	In the event that shareholders have at the annual general meeting decided
by simple majority not to adopt the Company's annual report, the general
meeting may, notwithstanding the above, de-cide by simple majority to submit
the annual report for a new audit. 

10.5.	In the event that a general meeting has been convened for the purpose of
adopting a resolution re-quiring qualified majority and if an insufficient
number of shares are represented at such meeting, the Board of Directors shall
as soon as possible convene a new general meeting at which the pro-posal,
irrespective of the number of shares represented, may be adopted by 5/6 of all
votes unless 1/3 of the votes represented is against the proposal at the first
general meeting. Instruments appointing a proxy for the first general meeting
shall, unless expressly revoked, be valid also for the second general meeting. 

10.6.	If a resolution is passed by simple majority in accordance with the
second paragraph of this Article, the following shall apply: 

	In case of equality of votes in connection with the election of members to the
Board of Directors, auditor/auditors or liquidators, the matter shall be
decided by lot between the relevant persons. A proposal shall otherwise be
deemed rejected if an equal number of votes has been cast for and against the
proposal. 



Article 11

11.1.	The proceedings of the general meeting shall be briefly recorded in a
minute book authorized by the Board of Directors for this purpose, and the
minutes shall be signed by the chairman of the meeting and the members of the
Board of Directors present at the meeting. 

Article 12

12.1.	The Company shall be managed by a Board of Directors made up of a minimum
of three and a maximum of eight members elected from among the shareholders by
the Company in general meeting. If employee directors have been elected in
accordance with the provisions of the Danish Companies Act, such employee
directors shall join the Board of Directors in accordance with the rules in
force from time to time. 

12.2.	The members of the Board of Directors elected by the Company in general
meeting shall hold of-fice for a term of four years so that they resign at the
fourth annual general meeting after the gen-eral meeting at which they were
elected. Any employee directors shall retire in accordance with the provisions
of the Danish Companies Act. 

12.3.	Retiring members of the Board of Directors shall be eligible for
re-election. 

12.4.	If, at a general meeting, a shareholder wants to propose a person other
than a retiring member of the Board of Directors or if a new member has been
proposed by the Board of Directors, notice stating the name of the candidate
shall be submitted to the Board of Directors not later than eight days before
the general meeting in question. 

Article 13

13.1.	The Board of Directors shall appoint a managing director to be in charge
of the day-to-day man-agement of the Company, and possibly one or more
managers. 

13.2.	The Board of Directors shall be entitled to buy, sell and mortgage real
property and ships. 

13.3.	The Board of Directors shall appoint from among its members a chairman
and a deputy chairman to substitute the chairman in his absence. 

13.4.	The Board of Directors may grant individual or joint power of procuration.

13.5.	The Board of Directors shall lay down rules of procedure for the
performance of its duties. The Board of Directors shall make its decisions by a
simple majority of votes. In case of equality of votes, the chairman shall have
the casting vote. 

13.6.	The members of the Board of Directors shall receive a fixed emolument.
The total proposed emolument shall be included in a special note in the annual
report and be presented for adoption together with the annual report. 

13.7.	At the Company's Annual General Meeting held on 22 April 2009, the
shareholders adopted the overall guidelines for the Company's incentive plan to
members of the Management Board and the Board of Directors, cf. s. 69b of the
former Danish Companies Act. The guidelines are available at the Company's
website www.torm.com. 

13.8.	The corporate language is English, cf. Section 126(3)-(4) of the
Companies Act. 

Article 14

14.1.	The Company shall be bound by the joint signatures of three members of
the Board of Directors, one of whom shall be the chairman or the deputy
chairman, or by the joint signatures of two mem-bers of the Board of Directors,
one of whom shall be the chairman or the deputy chairman, and the Managing
Director. 

Article 15

15.1.	The annual reports of the Company shall be audited by one or two
auditors, at least one of whom shall be a state-authorised public accountant.
The auditor/auditors shall be appointed by the Com-pany in general meeting for
a term of one year. 

Article 16

16.1.	The Company's accounting year shall be the calendar year.

As adopted at the Annual General Meeting held on 28 April 2010.


				
Jan Erlund, Chairman of Meeting

Attachments

articles of association - 28.04.10 - uk - final.pdf