ANNOUNCEMENT NO. 6 - 2008
31 March 2008
Notice of Annual General Meeting of Directors and Shareholders
Enclosed please find the agenda for the Annual General Meeting of Directors and
Shareholders of A/S Dampskibsselskabet TORM to be held on 22 April 2008.
Contact A/S Dampskibsselskabet TORM Telephone: +45 72 27 00 00
Tuborg Havnevej 18 N. E. Nielsen, Chairman of the Board
DK-2900 Hellerup
Denmark
About TORM TORM is one of the world's leading carriers of refined oil products
as well as being a significant participant in the dry bulk market. The Company
operates a combined fleet of 128 modern vessels, principally through a pooling
cooperation with other respected shipping companies who share 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 the
Copenhagen Stock Exchange (ticker TORM) as well as on the NASDAQ (ticker TRMD).
For further information, please visit www.torm.com.
Safe Harbor
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 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 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 obligation to update and change the listed expectations to
the extent required by law.
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given in accordance with Article 5 of the Articles of
Association of
Aktieselskabet Dampskibsselskabet TORM (CVR NO 22460218)
that the Annual General Meeting of Shareholders of the Company will be held on
Tuesday, 22 April 2008 at 10:00 am.
at Radisson SAS Falconer, Falkoner Allé 9, DK-2000 Frederiksberg with the
following
AGENDA
1. Directors' report on the activities of the Company in the past year.
2. Presentation for adoption of the annual report.
3. The Board of Directors' proposal for the appropriation of profits or
provision for losses in accordance with the adopted annual report.
4. Election of members to the Board of Directors.
5. Appointment of auditor/auditors.
6. Proposals from the Board of Directors:
a. That the authorisation to increase the share capital, cf. Article 2(3) of
the Articles of Association, be prolonged from 1 April 2012 to 1 April 2013.
The proposal implies that in Article 2(3) of the Articles of Association "1
April 2012" is replaced by "1 April 2013".
The proposal is, like in previous years, motivated by a wish for maintaining
the extent of the authorisation as regards duration compared to the
circumstances prevailing when the authorisation was adopted at the
extraordinary general meeting in the Company on 13 March 2002.
b. That the overall guidelines for the Company's incentive schemes to members
of the Board of Directors and Management Board be adopted.
c. That the Board of Directors be authorised 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.
d. That the Board of Directors be authorised 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 Danish Financial
Supervisory Authority, OMX Nordic Exchange Copenhagen or any other public
authority as a condition for registration or approval.
7. Any other business.
*****
The general meeting is only legally competent to transact business when at
least one-third of the share capital is represented, cf. Article 9(1) of the
Articles of Association of the Company.
Approval of the proposals under items 2 - 5 and items 6 b-d is subject to a
simple majority of votes, cf. Article 9(2) of the Articles of Association of
the Company.
Approval of the proposal under item 6 a is subject to at least two-thirds of
the votes cast as well as of the voting share capital represented at the
general meeting voting in favour of the proposal, cf. Article 9(3) of the
Articles of Association and Section 78 of the Danish Companies Act.
Notice convening the annual general meeting will be sent to all shareholders
entered in the Company's register of shareholders and/or ADR-holders who have
registered their holdings with the Company and who have so requested.
The agenda, the Company's annual report for 2007 and the complete proposals,
including the overall guidelines for the Company's incentive schemes, will be
available for inspection at the offices of the Company no later than 8 days
prior to the date of the annual general meeting. The documents will from the
same time be available via the Company's web site www.torm.com.
Admission cards to the annual general meeting may be obtained against
presentation of appropriate proof of identification (VP reference number) no
later than 4 days before the meeting from:
VP Investor Services A/S, tel. +45 4358 8866, fax +45 4358 8867.
Voting cards may also be ordered by shareholders being entitled to exercise
their voting rights, cf. Article 7(3) in the Articles of Association, by
contacting VP Investor Services within said deadline.
On the date of this notice convening the general meeting, the Company's share
capital is DKK 364,000,000.00 divided into shares of DKK 5.00 each or any
multiples thereof. Each shareholding of DKK 5.00 entitles the holder to one
vote at the general meeting. However, the exercise of voting rights attaching
to shares acquired by transfer is subject to the shares having been registered
in the Company's register of shareholders or the shareholder having reported or
documented his or her acquisition no later than the day before this notice is
inserted in the leading Danish daily newspapers Berlingske Tidende and Børsen,
see Article 7(3) of the Articles of Association.
Hellerup, March 2008
The Board of Directors
