10 April 2007
Enclosed please find agenda for the Annual General Meeting of Directors and
Shareholders of A/S Dampskibsselskabet TORM to be held on 17 April 2007.
Contact N. E. Nielsen, Chairman, tel.: +45 72 27 00 00
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About TORMTORM is one of the World's leading carriers of refined oil products
and has significant activities in the bulk market. The Company operates close to
100 modern and secure vessels, most of them in pool co-operation with other
respected shipping companies, sharing TORM's commitment to safety, environmental
responsibility and customer service.
TORM was founded in 1889 and has constantly adapted itself and benefited from
the significant changes characterizing shipping. The Company conducts business
all over the World and is headquartered in Copenhagen, Denmark. TORM's shares
are listed in Copenhagen (ticker TORM) as well as on NASDAQ (ticker TRMD). For
more information, visit www.torm.com.
SAFE HARBOUR STATEMENT - 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 crude 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 fu
ture 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.
Annual General Meeting of Directors and Shareholders of Aktieselskabet
Dampskibsselskabet TORM, CVR No. 22 46 02 18 to be held on Tuesday, 17 April
2006 at 10:00 hours at Radisson SAS Falconer, Falconer Allé 9, 2000
Frederiksberg:
Complete Proposals
*****
Directors' report on the activities of the Company in the past year.
Presentation for adoption of the annual report.
The Board of Directors' proposal for the appropriation of profits or provision
for losses in accordance with the adopted annual report.
The Board of Directors proposes that out of the net profit of USD 234.5 million
an amount of USD 73.9 million is paid in dividends, corresponding to DKK 11.50
per share with a nominal value of DKK 10, while the remaining USD 160.6 million
is proposed carried forward.
Election of members of the Board of Directors.
Pursuant to article 11(3) of the Company's Articles of Association, Mr N.E.
Nielsen, Mr Christian Frigast, Mr Gabriel Panayotides and Mr Ditlev Engel are up
for election to the Board of Directors.
Reference is made to page 76 of the annual report with respect to the Board
members' directorships in other companies.
Appointment of auditor/auditors.
The Board of Directors proposes re-election of Deloitte Statsautoriseret
Revisionsaktieselskab
Proposals from the Board of Directors:
a. The denomination of the company's shares will be changed from DKK 10.00 to
DKK 5.00.
The proposal implies that ”DKK 10.00” is replaced by “DKK 5.00” in Articles
2(1) (composition of the share capital) and 7(3) (voting rights) of the Articles
of Association.
Consequently Article 2(6) is amended to
”Until 1 April 2010 the Board of Directors shall be authorised to increase the
share capital in one or more transactions by up to nominally DKK 10,000,000 in
total, corresponding to 2,000,000 shares (currently 1,000,000), by cash payment
of not less than DKK 5.25 (currently DKK 10.50) per share of DKK 5 (currently
DKK 10) by subscription among the employees of the Company and/or of its
subsidiaries, without the shareholders of the Company having any pre-emption
rights. The other terms and conditions for the subscription will be determined
by the Board of Directors. The new shares shall carry the same rights as the
existing shares as set out in the Articles of Association of the Company,
including that they shall be negotiable instruments, that they shall be issued
to the holder but may be recorded in the Company's register of shareholders in
the name of the holder, that they shall not be subject to redemption, that there
shall be no restrictions to the transferability of the new shares, and that the
new shares shall not confer any special rights on their holders. The shares
shall be subject to the applicable rules on taxation of employee shares.”
b. Extension of the duration of the authorization for increase of the share
capital, cf. Article 2(3) of the Articles of Association, so that it is being
prolonged from 1 April 2011 to 1 April 2012.
The proposal implies that in Article 2(3) of the Articles of Association ”1
April 2011” is replaced by ”1 April 2012”.
The proposal is, like in previous years, motivated by a wish for maintaining
the extent of the authorization as regards duration compared to the
circumstances prevailing when the authorization was adopted at the extraordinary
general meeting of the Company on 13 March 2002.
c. Appointment of new keeper of the Company's Register of Shareholders by
amending Article 3(3) in the Articles of Association to read:
“The shares shall be issued to bearer, but may be entered in the Company's
register of shareholders in the name of the holder. The Company has appointed VP
Investor Services A/S (VP Services A/S), Helgeshøj Allé 61, P.O. Box 20, DK-2630
Taastrup, keeper of the Company's Register of Shareholders for all shares issued
by the Company.”
d. Authorization to the Board of Directors to let the Company acquire its own
shares in the period until the next annual general meeting within 10 per cent of
the issued share capital at the market price prevailing at the time of
acquisition subject to a deviation of up to 10 per cent.
e. The Board of Directors be authorized 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, the Copenhagen Stock
Exchange A/S or any other public authority as a condition for registration or
approval.
Any other business and notices.
* * * * *
The general meeting is only legally competent to transact business when at least
1/3 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 2 - 5 and item 6 d - e
requires simple majority, cf. Article 9(2) of the Articles of Association of the
Company.
Approval or adoption of the proposals under item 6 a - c requires assent from at
least two-thirds of the votes cast as well as of the voting share capital
represented at the general meeting, cf. Article 9(3) of the Articles of
Association and Section 78 of the Danish Companies Act.
