UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
month of April 2009
Commission
File Number: 000-49650
A/S
STEAMSHIP COMPANY TORM
(Translation
of registrant's name into English)
Tuborg
Havnevej 18
DK-2900
Hellerup
Denmark
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
[x] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Set forth herein as Exhibit 1 is
a copy of Announcement No. 4 -
2009 issued by A/S STEAMSHIP COMPANY TORM to The Copenhagen Stock Exchange on
April 3, 2009.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
| A/S STEAMSHIP COMPANY TORM | |||
| (registrant) | |||
| Dated: April 3, 2009 |
|
||
| By: | /s/ Mikael Skov | ||
| Name: Mikael Skov | |||
| Title: Interim Chief Executive Officer | |||
 |
| Exhibit 1 | ||
|
ANNOUNCEMENT
NO. 4 – 2009
3
April 2009
Notice
of Annual General Meeting of Directors and Shareholders and Complete
Proposals
Enclosed please find the notice
of and the complete proposals for the Annual General Meeting of directors
and shareholders of A/S Dampskibsselskabet TORM to be held on 22
April 2009.
|
||
|
Contact:
|
N.
E. Nielsen, Chairman of the Board, +45 72 27 00 00
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|
|
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 more than 130 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.
|
|
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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.
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|
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ANNOUNCEMENT NO. 4 –
2009
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||
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3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
1/18
|
|
|
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
Wednesday,
22 April 2009 at 10:00 a.m.
at
Radisson SAS Falconer, Falkoner Allé 9, DK-2000 Frederiksberg with the
following
AGENDA
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1.
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The
Board of Directors’ report on the activities of the Company in the past
year.
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2.
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Presentation
for adoption of the Annual Report.
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3.
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The
Board of Directors’ proposal for the appropriation of profits or provision
for losses in accordance with the adopted Annual
Report.
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4.
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Election
of members to the Board of
Directors.
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5.
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Appointment
of auditor/auditors.
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6.
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Proposals
from the Board of Directors:
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a.
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Change
of the Company’s name from “Aktieselskabet Dampskibs-selskabet TORM” to
“TORM A/S” and resulting amendment of Article 1(1) of the Articles of
Association and addition of “Aktieselskabet Dampskibsselskabet TORM (TORM
A/S)” in the list of the Company’s secondary names in Article 1(2) of the
Articles of Association.
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|
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b.
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Amendment
of Article 3(3), second sentence of the Articles of Association from “The
Company has appointed VP Investor Services A/S (VP Services A/S),
Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup, keeper of the Company’s
Register of Shareholders for all shares issued by the Company.” to “The
Company has appointed VP Investor Services A/S (VP Services A/S),
Weidekampsgade 14, DK-2300 København S, keeper of the Company’s Register
of Shareholders for all shares issued by the Company.”
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|
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
2/18
|
|
|
| c. |
Amendment
of Articles 3(2), 3(6), 4(1) and 7(2) by replacing “Danish Securities
Centre” with “VP SECURITIES A/S”.
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|
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d.
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Amendment
of Article 5(1) of the Articles of Association from “The general meetings
of the Company shall be held in Copenhagen.” to “The general meetings of
the Company shall be held in Region Greater
Copenhagen.”
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|
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e.
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Passing
of a resolution to introduce communication by electronic means between the
shareholders and the Company and at the same time authorising the Board of
Directors to determine the date for the introduction thereof. The proposal
implies that a new Article 6 be inserted in the Articles of Association
pursuant to s. 65b of the Danish Public Companies Act and that the
numbering of the subsequent articles in the Articles of Association be
amended as a consequence thereof. The new Article 6 will have the
following wording:
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|
“6.
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|||
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6.1
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On
22 April 2009, the Annual General Meeting resolved to authorise the Board
of Directors to i) fix the date for introduction of communication by
electronic means pursuant to Articles 6(3)-6(6) below and at the same time
to ii) make all necessary amendments to the Articles of
Association.
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||
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6.2
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The
Board of Directors shall notify the Company’s shareholders about the date
of introduction of communication by electronic means.
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||
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6.3
|
The
Company shall be entitled to give any notices to the Company’s
shareholders under the Danish Public Companies Act or these Articles of
Association by electronic mail, and documents may be made available or
forwarded in electronic form.
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ANNOUNCEMENT NO. 4 –
2009
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||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
3/18
|
|
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6.4
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The
Management Board will ask all shareholders recorded in the Company’s
register of shareholders to provide their current email addresses to which
notices etc., cf. Article 6(1) above, may be given. It is the
responsibility of the shareholder to provide the Company with a correct
and current email address.
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||
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6.5
|
At
the discretion of the Board of Directors, the above form of communication
may also be used for communication between the Company and the members of
the Board of Directors.
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||
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6.6
|
Information
on system requirements and the use of electronic communication shall be
provided directly to the shareholders by the Company’s Management Board or
be published on the Company’s website.”
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f.
|
That
the overall guidelines for the Company’s incentive plan to members of the
Management Board and the Board of Directors be adopted.
|
|
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g.
|
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.
|
|
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h.
|
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, NASDAQ OMX Copenhagen A/S or any
other public authority as a condition for registration or
approval.
|
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7.
|
Proposals
from shareholders:
|
The
following proposals have been made by a shareholder suggesting that proposals 7a
and 7b be presented to and voted on by the shareholders prior to item 4 of the
agenda, and that proposal 7c be voted on by the shareholders in connection with
item 4 of the agenda, which order of presentation and voting the Board of
Directors supports:
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
4/18
|
|
|
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a.
|
Increase
of the limitation on the number of the shareholder elected directors from
6 to 8. The proposal implies that the first sentence of Article 11(1) is
amended from “The Company shall be managed by a Board of Directors made up
of a minimum of three and a maximum of six members elected from and among
the shareholders by the Company in general meeting” to “The Company shall
be managed by a Board of Directors made up of a minimum of three and a
maximum of eight members elected from and among the shareholders by the
Company in general meeting”.
|
|
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b.
|
Article
11(2) of the Articles of Association concerning nationality requirements
to members of the Board of Directors is deleted and the numbering of
Article 11 is amended accordingly.
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|
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c.
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Election
new members of the Board of
Directors.
|
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8.
|
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 6f - h is subject to a simple
majority of votes, cf. Article 9(2) of the Articles of Association of the
Company.
Approval
of the proposals under items 6a - e 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 of the Company and s. 78(1) of the Danish Public Companies Act.
Approval of the proposal under item 6e is furthermore subject to shareholders
representing 25% of the total voting share capital of the Company not voting
against the proposal, cf. s. 78(2) of the Danish Public Companies Act. The Board
of Directors of TORM supports the proposals under item 7.
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 2008 and the complete proposals,
including the proposed overall guidelines for the Company’s incentive plan, 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 through the
Company’s website www.torm.com.
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
5/18
|
|
|
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 8892, 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,
cf. Article 7(3) of the Articles of Association.
Hellerup,
April 2009
The Board
of Directors
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
6/18
|
|
|
Annual
General Meeting of shareholders of Aktieselskabet Dampskibsselskabet TORM, CVR
No. 22460218 to be held on Wednesday, 22 April 2009 at 10:00 a.m. at Radisson
SAS Falconer, Falkoner Allé 9, DK-2000 Frederiksberg:
Complete
Proposals
* * * *
*
|
|
1.
|
The
Board of Directors’ report on the activities of the Company in the past
year.
|
The
Board of Directors proposes that the oral report of the Chairman of the Board of
Directors be adopted.
|
|
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.
|
The
Board of Directors proposes that out of the net profit of USD 361.4 million an
amount of USD 55.1 million be paid in ordinary dividends, corresponding to DKK 4
per share of a nominal value of DKK 5. Of the remaining USD 306.3 million, USD
61.5 million has already in December 2008 been paid out as extraordinary
dividends whereas the remaining USD 244.8 million is proposed to be carried
forward.
|
|
4.
|
Election
of members to the Board of
Directors.
|
None
of the existing Board members elected by the general meeting are up for
re-election pursuant to Article 11(3) of the Company’s Articles of
Association.
A
shareholder has proposed an expansion of the Board of Directors and election of
new candidates, cf. item 7.
|
|
5.
|
Appointment
of auditor/auditors.
|
The
Board of Directors proposes re-election of Deloitte Statsautoriseret
Revisionsaktieselskab.
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
7/18
|
|
|
6. Proposals
from the Board of Directors:
|
a.
|
Change
of the Company’s name from “Aktieselskabet Dampskibsselskabet TORM” to
“TORM A/S” and resulting amendment of Article 1(1) of the Articles of
Association and addition of “Aktieselskabet Dampskibsselskabet TORM (TORM
A/S)” in the list of the Company’s secondary names in Article 1(2) of the
Articles of Association.
|
|
b.
|
Amendment
of Article 3(3), second sentence, of the Articles of Association from “The
Company has appointed VP Investor Services A/S (VP Services A/S),
Helgeshøj Allé 61, P.O. Box 20, DK-2630 Taastrup, keeper of the Company’s
Register of Shareholders for all shares issued by the Company.” to “The
Company has appointed VP Investor Services A/S (VP Services A/S),
Weidekampsgade 14, DK-2300 København S, keeper of the Company’s Register
of Shareholders for all shares issued by the
Company.”
|
The
proposal is motivated by VP Investor Services A/S (VP Services A/S)’s change of
address as of 15 March 2009.
Pursuant
to Section 25(1) of the Danish Companies Act, the Articles of Association must
contain information about the name and address of the keeper of the register of
shareholders.
|
c.
|
Amendment
of Article 3(2) of the Articles of Association from “The shares shall be
issued through the Danish Securities Centre and/or under an American
Depositary Receipt Program (ADR Program).” to “The shares shall be issued
through VP SECURITIES A/S and/or under an American Depositary Receipt
Program (ADR Program).”
|
Amendment
of Article 3(6) of the Articles of Association from “When the audited annual
report has been adopted by the Company in general meeting, the declared dividend
shall be distributed by transfer to the accounts designated by the shareholders
in accordance with the rules on the Danish Securities Centre in force from time
to time.” to “When the audited annual report has been adopted by the Company in
general meeting, the declared dividend shall be distributed by transfer to the
accounts designated by the shareholders in accordance with the rules on VP
SECURITIES A/S in force from time to time.”
Amendment
of Article 4(1) of the Articles of Association from “If previously issued shares
have been lost and no application for registration of the shares has been filed
with the Danish Securities Centre, such shares and appurtenant coupon sheets,
talons and interim certificates may on the Company’s initiative and at the
expense of the applicant be cancelled without judgment in accordance with the
statutory rules on this in force from time to time.” to “If previously issued
shares have been lost and no application for registration of the shares has been
filed with VP SECURITIES A/S, such shares and appurtenant coupon sheets, talons
and interim certificates may on the Company’s initiative and
at the expense of the applicant be cancelled without judgment in accordance with
the statutory rules on this in force from time to time.”
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
8/18
|
|
|
Amendment
of Article 7(2) of the Articles of Association from “The issue of an admission
card requires documentation for the title to shares or ADR’s not registered in
the name of a holder in the form of a deposit receipt issued within the last ten
business days by the Danish Securities Centre or the depositary bank and a
written declaration showing that the shares or ADR’s have not or will not be
transferred until, at the earliest, the day after the general meeting for which
the admission card is required.” to “The issue of an admission card requires
documentation for the title to shares or ADR’s not registered in the name of a
holder in the form of a deposit receipt issued within the last ten business days
by VP SECURITIES A/S or the depositary bank and a written declaration showing
that the shares or ADR’s have not or will not be transferred until, at the
earliest, the day after the general meeting for which the admission card is
required.”
The
proposals are motivated by the Danish Securities Centre’s change of name to VP
SECURITIES A/S.
|
d.
|
Amendment
of Article 5(1) of the Articles of Association from “The general meetings
of the Company shall be held in Copenhagen.” to “The general meetings of
the Company shall be held in Region Greater
Copenhagen.”
|
The
proposal is motivated by a wish for creating greater flexibility in the choice
of venue for the Company’s general meetings, hereunder enabling general meetings
to be held at the registered address of the Company.
|
e.
|
Passing
of a resolution to introduce communication by electronic means between the
shareholders and the Company and at the same time authorising the Board of
Directors to determine the date for the introduction thereof. The proposal
implies that a new Article 6 be inserted in the Articles of Association
pursuant to s. 65b of the Danish Public Companies Act and that the
numbering of the subsequent articles in the Articles of Association be
amended as a consequence thereof. The new Article 6 will have the
following wording:
|
“6.
|
|
6.1
|
On
22 April 2009, the Annual General Meeting resolved to authorise the Board
of Directors to i) fix the date for introduction of communication by
electronic means pursuant to Articles 6(3) - 6(6) below and at the same
time to ii) make all necessary amendments to the Articles of
Association.
|
|
|
6.2
|
The
Board of Directors shall notify the Company’s shareholders about the date
of introduction of communication by electronic
means.
|
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
9/18
|
|
|
|
|
6.3
|
The
Company shall be entitled to give any notices to the Company’s
shareholders under the Danish Public Companies Act or these Articles of
Association by electronic mail, and documents may be made available or
forwarded in electronic form.
|
|
|
6.4
|
The
Management Board will ask all shareholders recorded in the Company’s
register of shareholders to provide their current email addresses to which
notices etc., cf. Article 6(1) above, may be given. It is the
responsibility of the shareholder to provide the Company with a correct
and current email address.
|
|
|
6.5
|
At
the discretion of the Board of Directors, the above form of communication
may also be used for communication between the Company and the members of
the Board of Directors.
|
|
|
6.6
|
Information
on system requirements and the use of electronic communication shall be
provided directly to the shareholders by the Company’s Management Board or
be published on the Company’s
website.”
|
The
proposal is motivated by a wish of TORM to create greater flexibility in the
communication with the Company’s shareholders, in particular in light of the
fact that a substantial part of the shareholders are resident or domiciled
outside of the Danish borders.
|
f.
|
That
the overall guidelines for the Company’s incentive plan to members of the
Management Board and the Board of Directors be
adopted.
|
|
|
Proposal
by the Board of Directors to adopt the overall guidelines for the
Company’s incentive plan to members of the Management Board and the Board
of Directors attached as Schedule
1.
|
|
|
The
proposal is motivated by a wish for revision of the present overall
guidelines for the Company’s incentive plan to members of the Management
Board and the Board of Directors.
|
|
|
If
adopted, Article 12(7) of the Articles of Association will be amended and
the wording of the article will read as
follows:
|
|
|
“At
the Company’s Annual General Meeting held on 22 April 2009, the
shareholders adopted the overall guidelines for the Company’s incentive
plan to members of the Management Board and the Board of Directors, cf. s.
69b of the Danish Companies Act. The guidelines are available at the
Company’s website www.torm.com.”
|
|
ANNOUNCEMENT NO. 4 –
2009
|
||
|
3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
10/18
|
|
|
|
g.
|
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.
|
|
h.
|
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, NASDAQ OMX Copenhagen A/S or any
other public authority as a condition for registration or
approval.
|
|
7.
|
Proposals
from shareholders:
|
The
following proposals have been made by a shareholder suggesting that proposals 7a
and 7b be presented to and voted on by the shareholders prior to item 4 of the
agenda, and that proposal 7c be voted on by the shareholders in connection with
item 4 of the agenda, which order of presentation and voting the Board of
Directors supports:
|
a.
|
Increase
of the limitation on the number of the shareholder elected directors from
6 to 8. The proposal implies that the first sentence of Article 11(1) is
amended from “The Company shall be managed by a Board of Directors made up
of a minimum of three and a maximum of six members elected from and among
the shareholders by the Company in general meeting” to “The Company shall
be managed by a Board of Directors made up of a minimum of three and a
maximum of eight members elected from and among the shareholders by the
Company in general meeting”.
|
|
|
b.
|
Article
11(2) of the Articles of Association concerning nationality requirements
to members of the Board of Directors is deleted and the numbering of
Article 11 is amended accordingly.
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c.
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Election
of new members of the Board of Directors.
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8.
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Any
other business.
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* * * *
*
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
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11/18
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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 6f - h is subject to a simple
majority of votes, cf. Article 9(2) of the Articles of Association of the
Company.
Approval
of the proposals under items 6a - e 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 of the Company and s. 78(1) of the Danish Public Companies Act.
Approval of the proposal under item 6e is furthermore subject to shareholders
representing 25% of the total voting share capital of the Company not voting
against the proposal, cf. s. 78(2) of the Danish Public Companies Act. The Board
of Directors of TORM supports the proposals under item 7.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
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12/18
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SCHEDULE
1
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OVERORDNEDE
RETNINGSLINJER FOR A/S DAMPSKIBSSELSKABET TORMS INCITAMENTSAFLØNNING AF
SELSKABETS BESTYRELSE OG DIREKTION – APRIL 2009
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OVERALL
GUIDELINES FOR A/S DAMPSKIBSSELSKABET TORM’S INCENTIVE SCHEMES FOR MEMBERS
OF THE BOARD OF DIRECTORS AND MANAGEMENT BOARD – APRIL
2009
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1. Baggrund
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1. Background
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Som
led i den danske regerings ønske om større åbenhed omkring børsnoterede
virksomheders incitamentsaflønning af bestyrelses- og direktionsmedlemmer
er der i aktieselskabsloven indsat en bestemmelse i § 69b. Bestemmelsen
trådte i kraft den 1. juli 2007.
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The
Danish Government’s wish to greater transparency with regard to the
incentive schemes of Danish listed companies for members of the Board of
Directors and Management Board has resulted in the incorporation of a
provision into s. 69b of the Danish Public Companies Act. The provision
became effective on 1 July 2007.
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I
henhold til aktieselskabslovens § 69b skal bestyrelsen i et børsnoteret
selskab, inden der fremover indgås en konkret aftale om
incitamentsaflønning med et medlem af selskabets bestyrelse eller
direktion, have fastsat overordnede retningslinjer herfor.
Retningslinjerne skal være behandlet og godkendt på selskabets
generalforsamling.
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Before
any agreement is made for the incentive remuneration of a member of the
Board of Directors or Management Board, the Board of Directors of a listed
company is required under s. 69b of the Danish Public Companies Act to
prepare overall guidelines for such incentive remuneration. The guidelines
must have been considered and approved by the Company in general
meeting.
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Formålet
med disse retningslinjer (“Retningslinjerne”) er at give TORMs aktionærer
en overordnet beskrivelse af formålet med TORMs brug af
incitamentsaflønning.
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The
purpose of these guidelines (the “Guidelines”) is to give the shareholders
of TORM an overall description of the main purpose of TORM’s use of
incentive remuneration.
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I
pkt. 2. beskrives TORMs generelle principper for incitamentsaflønning. I
pkt. 3 beskrives de eksisterende incitamentsaflønningsaftaler, som TORM
(“Selskabet”) har indgået forud for vedtagelsen af disse Retningslinjer. I
pkt. 4 beskrives rammerne for de incitamentsaflønningsaftaler, som
Selskabet fremover kan indgå med Selskabets bestyrelse og
direktion.
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TORM’s
general principles for incentive remuneration are described in section 2.
The existing incentive schemes which TORM (the “Company”) has entered into
prior to the adoption of these Guidelines are described in section 3. The
framework for the incentive schemes which the Company in future may offer
to members of the Company’s Board of Directors and Management Board is
described in section 4.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
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13/18
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2. Generelle
principper
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2. General
principles
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Formålet
med incitamentsaflønning er overordnet at fremme værdiskabelsen i
Selskabet ved en realisering af TORMs strategiske mål på kortere og
længere sigt samt at sikre fælles interesser mellem Selskabets
medarbejdere og aktionærer. Incitamentsaflønningen skal desuden medvirke
til at sikre, at direktionens og medarbejdernes samlede vederlag for
indsats i og for Selskabet er markedskonformt ikke blot i forhold til
øvrige industrigrupper, men særligt i forhold til den globale shipping
industri.
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The
overall purpose of offering incentive schemes is to promote value-creation
within the Company by implementing its short-term as well as long-term
strategic goals and to create common interests between the Company’s
employees and shareholders. The purpose of the incentive schemes is
furthermore to ensure that the combined remuneration to members of the
Management and employees for work performed in and for the Company is
market conforming not only in comparison to other industry groups, but
especially in comparison to the global shipping
industry.
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Herudover
skal incitamentsaflønningen sikre, at det selv i en cyklisk industri og i
et volatilt marked er muligt at opnå en gevinst ved at outperforme
markedet.
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The
purpose of incentive schemes is moreover to ensure that - even in a cyclic
industry and in a volatile market - a profit may be gained by
outperforming the market.
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TORM
har fokus på ROIC (return on invested capital) og PBT (profit before tax),
som blandt andre er nogle af målepunkterne i Selskabets mere langsigtede
planlægning. Hvert år fastsættes ROIC- og PBT-målet for det kommende år,
og opfyldelse heraf er væsentligt for opnåelse af
incitamentsaflønning.
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Two
of the measuring points in TORM’s long-term planning are the so-called
ROIC (return on invested capital) and PBT (profit before tax). The ROIC
and PBT targets for the following year are fixed annually, and the payment
of any incentive will be determined by the Company’s performance against
these targets.
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Bestyrelsen
har nedsat en vederlagskomite, som blandt andet skal gennemgå og fastlægge
vederlagspolitikken for TORM samt fastlægge det enkelte års
bonusniveau.
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The
Board of Directors has set up a Remuneration Committee which for instance
is to review and determine the remuneration policy for TORM and to
determine the bonus level of the individual
year.
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3. Eksisterende
aftaler om incitamentsaflønning (2007–2009)
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3. Existing
incentive schemes (2007 – 2009)
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TORM
har henholdsvis før aktieselskabslovens § 69b’s ikrafttræden i 2007 og
under de hidtidige overordnede retningslinjer godkendt af Selskabets
generalforsamling den 22. april 2008 (Appendix A) indgået aftaler om
incitamentsaflønning med Selskabets direktion, nøglemedarbejdere og øvrige
medarbejdere ansat i TORM.
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Prior
to the coming into force of s. 69b of the Danish Public Companies Act and
on the basis of the overall guidelines approved by the Company in general
meeting on 22 April 2008 (Appendix A), TORM has offered incentive schemes
to members of the Company’s Management Board, key personnel and other TORM
employees.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
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14/18
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TORM
har ingen eksisterende aftaler om incitamentsaflønning med Selskabets
bestyrelse.
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No
incentive schemes exist for the members of the Board of
Directors.
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Rammerne
for de eksisterende incitamentsaflønningsaftaler med Selskabets direktion
er beskrevet i Appendix A og fortsætter på uændrede vilkår. Tildeling
under de eksisterende incitamentsaflønningsaftaler sker sidste gang i
2009, dog opnås først endelig ret til de tildelte betingede aktier i 2011,
ligesom de tildelte aktieoptioner først kan udnyttes i
2010-2012.
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The
framework of the existing incentive schemes with the Management Board is
described in Appendix A. These schemes will continue on the existing
terms. Final grants under the existing incentive schemes will be made in
2009, but final entitlement to granted restricted shares will not accrue
until in 2011 and, moreover, granted share options may not be exercised
until in 2010-2012.
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4. Nye
aftaler om incitamentsaflønning
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4. New
incentive schemes
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De
eksisterende aftaler, jf. pkt. 3 kan kun ændres eller forlænges, og nye
aftaler kun indgås, hvis det sker inden for rammerne af disse
Retningslinjer.
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Any
amendment or renewal of the existing schemes or the offering of new
schemes is subject to compliance with these Guidelines, cf. section
3.
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4.1 Det
samlede vederlag
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4.1 The
combined remuneration
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Bestyrelsens
samlede vederlag kan udelukkende bestå af et fast vederlag (honorar), som
ikke er incitamentsbaseret, og som derfor ikke er omfattet af disse
Retningslinjer.1
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The
combined remuneration of members of the Board of Directors may exclusively
be in the form of a fixed fee (remuneration) which is not incentive-based
and which is thus not covered by these Guidelines.1
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Direktionens
samlede vederlag kan bestå af et fast vederlag (grundløn) og en
incitamentsbaseret aflønning i form af en årlig kontant bonus baseret på
forud fastlagte mål (pkt. 4.2.1), en diskretionær kontant bonus (pkt.
4.2.2) samt af en ekstraordinær bonus i form af en kontant bonus (pkt.
4.2.3) og aktier (pkt. 4.3). Dertil kommer muligheden for deltagelse i
generelle medarbejderaktie- eller optionsordninger.
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The
combined remuneration of members of the Management Board may be in the
form of a fixed payment (basic pay) and an incentive-based pay in the form
of an annual cash bonus based on pre-determined goals (section 4.2.1), a
discretionary cash bonus (section 4.2.2) and an extraordinary bonus in the
form of a cash bonus (section 4.2.3) and shares (section 4.3) in addition
to the eligibility to participate in general share subscription or option
schemes.
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1 The
general employment terms of members of the Board of Directors elected by the
employees may contain incentive-based elements.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
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15/18
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4.2 Ikke-aktiebaserede
instrumenter
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4.2 Non-share-based
instruments
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4.2.1 Årlig kontant
bonus
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4.2.1
Annual cash
bonus
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Direktionen
kan årligt tildeles en bonus, der er afhængig af Selskabets opfyldelse af
forud fastlagte økonomiske mål (ROIC og PBT).
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The
Management Board is eligible for an annual bonus which depends on the
Company’s performance against pre-determined economic goals (ROIC and
PBT).
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Værdien
af den årlige kontantbonus kan maksimalt udgøre 200% af direktionens
samlede årlige faste vederlag (grundløn).
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The
combined value of the annual cash bonus is subject to a maximum of 200% of
the combined annual fixed remuneration (basic pay) of the Management
Board.
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4.2.2
Diskretionær kontant bonus
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4.2.2
Discretionary cash bonus
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Direktionen
kan tildeles en diskretionær kontant bonus under helt særlige
forhold.
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The
Management Board may under special conditions be eligible for a
discretionary cash bonus.
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Værdien
af den bonus, som bestyrelsen, efter indstilling fra Selskabets
vederlagskomite fastsætter diskretionært, kan maksimalt udgøre 200% af
direktionens samlede årlige faste vederlag (grundløn). Bonussen kan
tildeles for varetagelse af helt særlige indsatsområder, som følge af
ekstraordinære omstændigheder i Selskabet, eller som følge af Selskabets
samlede ekstraordinære resultater og vækst i forhold til det
budgetterede.
|
The
value of the bonus, which is fixed arbitrarily by the Board of Directors
upon recommendation from the Company’s remuneration committee, is subject
to a maximum of 200% of the combined annual fixed remuneration (basic pay)
of the Management Board. The bonus may be paid for work performed in
connection with special focus areas, as a result of extraordinary
circumstances in the Company or as a result of the Company’s combined
extraordinary results and growth compared to budget.
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4.2.3
Ekstraordinær bonus
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4.2.3
Extraordinary bonus
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Direktionen
kan tildeles en ekstraordinær bonus, hvor bonussen er afhængig af
Selskabets værdistigning målt over en femårig periode på baggrund af
udviklingen i Selskabets aktiekurs ud over et forud fastlagt afkastkrav på
12% inklusiv eventuelle udbytter. Der kan ikke tildeles en yderligere
ekstraordinær bonus, førend udløbet af den femårige periode, som er
knyttet til en tidligere tildeling af ekstraordinær bonus.
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The
Management Board may be eligible for an extraordinary bonus which will
depend on the Company’s increase in value over a 5-year period measured
against the increase in the Company’s share price in excess of a hurdle
rate of 12%, including any dividends. No additional extraordinary bonus
can be granted until after expiry of the 5-year period linked to a prior
grant of extraordinary bonus.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
16/18
|
|
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Bonusmodellen
baseres på et ordinært børsmarked, der ikke er påvirket af ekstraordinære
forhold.
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The
bonus model is based on a normal stock exchange market not influenced by
extraordinary circumstances.
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Nutidsværdien
af den ekstraordinære bonus kan ikke beregnes, da den er afhængig af
aktiekursens udvikling.
|
It
is not possible to calculate the present value of the extraordinary bonus
as it depends on developments in the share price.
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Af
den samlede ekstraordinære bonus udbetales en tredjedel (1/3) som en
kontant bonus, mens to tredjedele (2/3) tildeles i form af aktier, jf.
pkt. 4.3.
|
One-third
(1/3) of the combined extraordinary bonus will be paid as a cash bonus
whereas two-thirds (2/3) will be granted as shares, cf. section
4.3.
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Den
ekstraordinære bonus udbetales senest en måned efter, at Selskabets
generalforsamlingsvalgte revisor har udarbejdet beregningen af Selskabets
aktiekurs’ udvikling over den femårige periode.
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The
extraordinary bonus will be paid no later than one month after the
calculation by the auditors appointed by the Company in general meeting of
the development in the Company’s share price over the five-year
period.
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4.3. Aktier
|
4.3. Shares
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Af
direktionens samlede ekstraordinære bonus, jf. pkt. 4.2.3, tildeles to
tredjedel (2/3) i form af aktier, som modtageren har forpligtet sig til at
eje i minimum to år.
|
One-third
(2/3) of the combined extraordinary bonus to the Management Board. cf.
section 4.2.3, will be granted as shares which the holder will be under an
obligation to hold for a minimum of two years.
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Tildeling
af aktier sker til markedsprisen på tidspunktet for revisors beregning af
Selskabets værdistigning.
|
The
grant will be effected at the market price existing at the time of
calculation by the auditors of the Company’s increase in
value.
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Godkendt
på Selskabets ordinære generalforsamling den 22. april
2009
|
As
approved at the general meeting of the Company held on 22 April
2009
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|
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___________________________
Dirigent
|
___________________________
Chairman
of the meeting
|
Disse
overordnede retningslinjer er udarbejdet i denne to-sprogede version. I tilfælde
af uoverens-stemmelser mellem den dansksprogede og den engelsksprogede version,
vil den danske være gældende.
These
overall guidelines are prepared in this bilingual version. In the event of
inconsistencies between the Danish original and the English translation, the
Danish original shall prevail.
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
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A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
17/18
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Appendix
A
Appendix
A is intentionally omitted, but can be seen on the Company’s homepage
www.torm.com
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ANNOUNCEMENT NO. 4 –
2009
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3
APRIL 2009
|
A/S
DAMPSKIBSSELSKABET TORM – NOTICE OF AND COMPLETE PROPOSALS FOR THE ANNUAL
GENERAL MEETING
|
18/18
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