Proposed capital decrease of TORM A/S at the annual general meeting on 23 April 2012

News Release TORM A/S April 23, 2012

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Further to company announcement no. 13 dated 30 March 2012
regarding the annual general
meeting of TORM A/S to be held on Monday 23 April 2012, reference
is made to proposal 6.c. set
out in the agenda for the annual general meeting relating to a
decrease of the share capital of the
Company by transfer to a special reserve fund.
The Board of Directors has put forward a number of decisions to
the annual general meeting that are
motivated by the need to create flexibility and facilitate an
equity issue amongst other initiatives as
part of the Company’s plan for a long-term, comprehensive
financing solution. Pursuant to Danish
corporate law, the Company may not issue new shares below nominal
value. Given the current
financial situation of the Company, a significant capital decrease
is required to allow for an equity
issue as contemplated under the agreement in principle as
described in announcement no. 14 dated
4 April 2012 with the banks of the Coordination Committee and the
Company’s major time charter
partners regarding a long-term financing solution.
The Board of Directors therefore proposes that the nominal amount
per share (denomination) is
decreased from nominal DKK 5.00 to nominal DKK 0.01, resulting in
a decrease of the share capital
of the Company from nominally DKK 364,000,000 to nominally DKK
728,000 (corresponding to 0.2%
percent of the nominal share capital) by transfer of the reduction
amount to a special reserve fund in
accordance with Section 188(1)(3) of the Danish Companies Act.
Proposal 6.c. on the agenda is accordingly as
follows:
Decision to decrease the share capital of the Company by transfer
to a special reserve fund.
The Board of Directors proposes that the share capital of the
Company is decreased by an amount of nominally DKK
363,272,000 (corresponding to 99.8% per cent of the nominal share
capital) from nominally DKK 364,000,000 by decreasing
the nominal amount per share (denomination) from DKK 5.00 to DKK
0.01 by transfer of the reduction amount to a special
reserve fund in accordance with Section 188(1)(3) of the Danish
Companies Act.
The transfer to the special reserve fund shall be in an amount of
DKK 363,272,000 and the capital decrease hence occurs by
rate 100, i.e. equalling the decreased nominal amount. Subsequent
to the decrease, the share capital of the Company will
amount to nominally DKK 728,000 and the nominal value of each
share will be DKK 0,01.
Adoption of the proposal implies that Article 2.1 of the Articles
of Association is amended to read as follows:
“The Company’s share capital is DKK 728,000 divided into
shares of DKK 0.01 each or any multiple thereof.” and that Article
8.3 of the Articles of Association is amended to “Each share of
DKK 0.01 carries one vote”.
The proposal is motivated by the need to create flexibility for a
potential equity issue as part of the Company’s
plan for a long-term, comprehensive financing
solution.
Adoption of proposal 6.c. continues to be subject to at least
two-thirds of the votes cast as well as of
the share capital represented at the annual general meeting voting
in favour of the proposal, cf.
Section 106(1) of the Danish Companies
Act.</DIV></BODY></HTML>