Results from TORM’s Extraordinary General Meeting on 9 January 2013
9 Jan, 2013 13:39 CET
TORM A/S
Decisions of extraordinary general meeting
Results from TORM’s Extraordinary General Meeting on 9 January 2013
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
Jarlbæk 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 Tuborg Havnevej 18
Jacob Meldgaard, CEO, tel.: +45 3917 9200 DK-2900 Hellerup,
Roland M. Andersen, CFO, tel.: +45 3917 9200 Denmark
C. Søgaard-Christensen, IR, tel.: +45 3076 1288 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.
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.