Results from TORM annual general meeting 23 April 2012

News Release TORM A/S April 23, 2012

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At the Annual General Meeting the following took
place:
• The Annual Report 2011 was approved, cf. item 2 of the
agenda.
• The proposal that the net result for the year
of USD -445 million be carried forward was
approved, cf. item 3 of the agenda
• Mr N. E. Nielsen, Mr Christian Frigast and Mr Jesper Jarlbæk were
re-elected as Board
Members, cf. item 4 of the agenda. Mr Gabriel Panayotides, Mr
Angelos Papoulias, and
Mr Stefanos-Niko Zouvelos had prior to the annual general meeting
notified the
Company that they would not stand for
re-election.
• Deloitte Statsautoriseret Revisionspartnerselskab was
re-appointed as the Company's
auditor, cf. item 5 of the agenda.
• The Board of Directors' proposal that the remuneration level of
the Board of Directors for
the year 2012 be approved by the shareholders was approved, cf.
item 6.a of the
agenda following a vote whereby the votes cast and share capital
represented were as
follows: 98.7% was in favour of the proposal, 1.2% voted against
the proposal and 0.1%
abstained from voting or voted blank.
• The Board of Directors' proposal to amend Section 12.2 of the
Articles of Association to
include a retirement age for members of the Board of Directors was
approved, cf. item
6.b of the agenda.
• The Board of Directors' proposal to decrease the share capital of
the Company by an
amount of nominally DKK 363,272,000 from nominally DKK 364.000.000
to nominally
DKK 728,000 by decreasing the nominal amount per share
(denomination) from DKK 5
to DKK 0.01 by transfer of nominally DKK 363,272,000 to a special
reserve fund was
approved, cf. item 6.c of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
1,500,000,000 by issuance of new shares against payment in cash
with pre-emptive
subscription rights was approved, cf. item 6.d of the
agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
2,400,000,000 by issuance of new shares at market price in a new
class of shares
against payment in cash, conversion of debt, or contribution of
assets other than cash
without pre-emptive subscription rights was approved, cf. item 6.e
of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
2,400,000,000 by issuance of new shares at market price against
payment in cash,
conversion of debt, or contribution of assets other than cash
without pre-emptive
subscription rights was approved, cf. item 6.f of the
agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
1,500,000,000 by issuance of preference shares at market price in
a new class of
shares without pre-emptive subscription rights was approved, cf.
item 6.g of the agenda.
Announcement no. 21 / 23. April 2012 Results from TORM annual
general meeting 23 April 2012 2 of 3
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
2,400,000,000 by issuance of new shares in a new class of shares
at a rate discounted
to the market price against payment in cash, conversion of debt,
or contribution of
assets other than cash without pre-emptive subscription rights was
approved, cf. item
6.h of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to increase the share capital by up to a total
nominal amount of DKK
2,400,000,000 by issuance of new shares at a rate discounted to
the market price
against payment in cash, conversion of debt, or contribution of
assets other than cash
without pre-emptive subscription rights was approved, cf. item 6.i
of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to raise loans with a total loan amount of up to DKK
2,400,000,000
against issuance of convertible debt instruments and to effect the
associated capital
increases without pre-emptive subscription rights was approved,
cf. item 6.j of the
agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to raise loans with a total loan amount of up to DKK
1,500,000,000
against issuance of convertible debt instruments and to effect the
associated capital
increases with pre-emptive subscription rights was approved, cf.
item 6.k of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to issue warrants for a total amount of up to
nominally DKK 2,400,000,000
and to effect the associated capital increases without pre-emptive
subscription rights
was approved, cf. item 6.l of the agenda.
• The Board of Directors' proposal to authorise the Board of
Directors for the period until
30 April 2013 to grant stock options and to purchase treasury
shares was approved, cf.
item 6.m of the agenda.
• The Board of Directors' proposal that it be authorised to apply
for registration of the
resolutions adopted and to make any required amendments thereto
with the Danish
Business Authority, the Danish Financial Supervisory Authority,
NASDAQ OMX
Copenhagen A/S or any other public authority was approved, cf.
item 6.n of the agenda.
At a Board meeting held immediately after the Annual General
Meeting, the Board of Directors
appointed Mr. N. E. Nielsen Chairman and Mr. Christian Frigast
Deputy Chairman.
Accordingly, the Board of Directors is composed as
follows:
• Niels Erik Nielsen (Chairman)
• Christian Frigast (Deputy Chairman)
• Jesper Jarlbæk
• Niels Peter Abildgaard Nielsen (elected by the
employees)
• Kari Millum Gardarnar (elected by the
employees)
• Rasmus Johannes Hoffmann (elected by the
employees)</DIV></BODY></HTML>