Results from TORM's Extraordinary General Meeting on 9 January 2013
January 09 2013 - 7:52AM
At the Extraordinary General Meeting the following took place:
- The Board of Directors' proposal to delete the authorizations
in Section 2.3 to 2.14 of the Articles of Association in their
entirety as a consequence of the restructuring agreement was
approved, cf. item 2.a of the agenda.
- The Board of Directors' proposal to amend Section 5.6 of the
Articles of Association as a result of the name change of the
Danish Business Authority was approved, cf. item 2.b of the
agenda.
- The Board of Directors' proposal to amend Section 10.2 of the
Articles of Association in order to establish certain minority
protection rights in connection with an increase of the share
capital was approved, cf. item 2.c of the agenda. The additional
proposal that only the same qualified majority vote can change the
new items (i) and (ii) of the amended Section 10.2 was also
approved, cf. item 2.c of the agenda.
- The Board of Directors' proposal to amend Section 10.3 of the
Articles of Association, on special quorum and voting requirements,
as a consequence of proposal 2.c, was approved, cf. item 2.d of the
agenda.
- The Board of Directors' proposal to amend Section 10.5 of the
Articles of Association, for qualified approval requirements for
decisions at a subsequent general meeting where a quorum
requirement has not been met at the first general meeting at which
the proposal was for treatment, as a consequence of proposal 2.c
was approved, cf. item 2.e of the agenda.
- The Board of Directors' proposal to amend Section 12.2 of the
Articles of Association to change the election period for members
of the Board of Directors was approved, cf. item 2.f of the
agenda.
- Mr. Olivier Dubois, Mr. Alexander Green, Mr. Flemming Ipsen,
and Mr. Jon Syvertsen were elected as new members of the Board of
Directors in accordance with Section 12.1 and 12.2 of the Articles
of Association, cf. item 3 of the agenda. For information about the
above mentioned persons' managerial positions see Appendix 2, cf.
Section 120, paragraph 3 of the Companies Act. Mr. N.E. Nielsen,
Mr. Christian Frigast, and Mr. Jesper Jarlbaek had prior to the
Extraordinary General Meeting informed the Company that they
offered their mandates as members of the Board of Directors, cf.
item 3 of the agenda.
At a Board meeting held immediately after the Extraordinary
General Meeting, the Board of Directors appointed Mr. Fleming Ipsen
Chairman and Mr. Olivier Dubois Deputy Chairman. Accordingly, the
Board of Directors is composed as follows:
- Fleming Ipsen (Chairman)
- Olivier Dubois (Deputy Chairman)
- Alexander Green
- Jon Syvertsen
- Kari Millum Gardarnar (elected by the employees)
- Rasmus Johannes Hoffmann (elected by the employees)
Contact TORM A/S Jacob
Meldgaard, CEO, tel.: +45 3917 9200 Roland M. Andersen, CFO, tel.:
+45 3917 9200 C. Soegaard-Christensen, IR, tel.: +45 3076 1288
Tuborg Havnevej 18 DK-2900 Hellerup, Denmark Tel.: +45 3917 9200
/ Fax: +45 3917 9393 www.torm.com
About TORM
TORM is one of the world's leading carriers of refined oil
products as well as a significant player in the dry bulk market.
The Company runs a fleet of approximately 110 modern vessels in
cooperation with other respected shipping companies sharing 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 NASDAQ OMX Copenhagen (ticker:TORM) and on
NASDAQ in New York (ticker:TRMD). For further information, please
visit www.torm.com
About TORM
TORM is one of the world's leading carriers of refined oil
products as well as a significant player in the dry bulk market.
The Company runs a fleet of approximately 110 modern vessels in
cooperation with other respected shipping companies sharing 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 NASDAQ OMX Copenhagen (ticker:TORM) and on
NASDAQ in New York (ticker:TRMD). For further information, please
visit www.torm.com.
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.