|
1.1.
|
The
Company's name is TORM A/S.
|
|
1.2.
|
The
Company also carries out business under the secondary names Aktieselskabet
af 3. November 1986 (TORM A/S), BWT 3 ApS (TORM A/S) and Aktieselskabet
Dampskibsselskabet TORM (TORM A/S).
|
|
1.3.
|
The
Company's registered office is situated in the Municipality of
Gentofte.
|
|
1.4.
|
The
objects for which the Company has been established are to carry out
business within shipping, chartering and other transport services, to make
investments, including in real property, and to carry on such other
business as the Board of Directors may deem incidental to the attainment
of the said objects. The objects may be attained by ownership in whole or
in part, including as shareholder, partner or otherwise of any other
business which has one or more of the objects set out
above.
|
|
2.1.
|
The
Company's share capital is DKK 364,000,000.00 divided into shares of DKK
5.00 each or any multiple thereof.
|
|
2.2.
|
The
share capital has been fully paid
up.
|
|
2.3.
|
In
the period until 1 April 2013, the Company's share capital may at the
discretion of the Board of Directors be increased in one or more issues of
new shares by up to DKK 182m. The increase may be made by cash
contribution or as consideration for the acquisition of all or part of an
existing business or specific assets, including
shares.
|
|
2.4.
|
By
virtue of Article 2(3), the Board of Directors may offer the shares for
subscription at market price without the existing shareholders having any
preferential subscription rights.
|
|
2.5.
|
The
new shares, which shall be negotiable instruments, shall be issued to
bearer.
|
|
2.6.
|
Until
1 April 2010 the Board of Directors shall be authorised to increase the
share capital in one or more transactions by up nominally DKK 10,000,000
in total, corresponding to 2,000,000 shares, by cash payment of not less
than DKK 5.25 per share of DKK 5 by subscription among the employees of
the Company and/or of its subsidiaries, without the shareholders of the
Company having any pre-emption rights. The other terms and conditions for
the subscription will be determined by the Board of Directors. The new
shares shall carry the same rights as the existing shares as set out in
the Articles of Association of the Company, including that they shall be
negotiable instruments, that they shall be issued to the holder but may be
recorded in the Company's register of shareholders in the name of the
holder, that they shall not be subject to redemption, that there shall be
no restrictions to the transferability of the new shares, and that the new
shares shall not confer any special rights on their holders. The shares
shall be subject to the applicable rules on taxation of employee
shares.
|
|
3.1.
|
The
Company's shares shall be negotiable instruments, and the transferability
of the shares shall not be subject to any
restrictions.
|
|
3.2.
|
The
shares shall be issued through VP SECURITIES A/S and/or under an American
Depositary Receipt Program (ADR
Program).
|
|
3.3.
|
The
shares shall be issued to bearer, but may be entered in the Company's
register of shareholders in the name of the holder. 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.
|
|
3.4.
|
No
share shall confer special rights upon its
holder.
|
|
3.5.
|
No
shareholder shall be obliged to have his shares
redeemed.
|
|
3.6.
|
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.
|
|
3.7.
|
Any
dividend payable to a shareholder which remains unclaimed for five years
after the due date shall accrue to the
Company.
|
|
3.8.
|
The
Board of Directors has been authorised by the general meeting to resolve
to distribute interim dividend.
|
|
4.1.
|
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.
|
|
5.1.
|
The
general meetings of the Company shall be held in Region Greater
Copenhagen.
|
|
5.2.
|
Annual
general meetings shall be held every year before the end of
April.
|
|
5.3.
|
Proposals
made by shareholders shall be submitted in writing to the Board of
Directors not later than 15 February in order to be considered at the
annual general meeting.
|
|
5.4.
|
Extraordinary
general meetings shall be held when the Board of Directors or the auditors
think fit. Extraordinary general meetings shall be convened within 14 days
if requisitioned in writing by shareholders holding one-tenth of the share
capital for the purpose of considering specific
business.
|
|
5.5.
|
General
meetings shall be convened four weeks before the general meeting at the
earliest. Annual general meetings shall be convened not later than 14 days
before the meeting and extraordinary general meetings shall be convened
not later than eight days before the
meeting.
|
|
5.6.
|
General
meetings shall be convened by a notice inserted in the national Danish
newspapers Berlingske Tidende and Børsen and in such manner and in such
form as may at any time be required by the stock exchanges on which the
Company's shares or ADR receipts (American Depositary Receipts) are
listed. Written notice of the meeting shall, however, be given to all
shareholders entered in the Company's register of shareholders and/or to
all ADR holders who have registered their holdings with the Company on
request.
|
|
5.7.
|
The
notice convening the general meeting shall specify the business to be
transacted at the meeting. If proposals for amendments to the Articles of
Association are to be considered, the essential aspects of the proposal
shall be stated in the notice.
|
|
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.
|
|
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. The annual report and any other notices
required to be given to the shareholders by law must, however, always be
available in paper version and forwarded to any shareholders having so
requested.
|
|
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.
|
|
7.1.
|
The
agenda for the annual general meeting shall be as
follows:
|
|
|
1.
|
Director's
report on the activities of the Company in the past
year.
|
|
|
2.
|
Presentation
for adoption of the annual report.
|
|
|
3.
|
The
Board of Director's 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.
|
Any
other business and notices.
|
|
8.1
|
Any
shareholder and any ADR holder shall be entitled to attend the general
meeting provided he has, no later than four days before the meeting,
obtained an admission card for the meeting from the office of the Company
on presentation of due evidence of authority or by referring to
registration of shares or ADR's.
|
|
8.2.
|
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.
|
|
8.3.
|
Each
share of DKK 5.00 shall give its holder the right to one vote. Shares
acquired by transfer shall not carry any voting rights unless the
shareholder has registered his shares or has given notice of or provided
documentation for his acquisition at the latest on the day before the
general meeting is advertised in the Danish national newspapers,
Berlingske Tidende and Børsen.
|
|
8.4.
|
The
shareholder and the ADR holder shall be entitled to attend the general
meeting by proxy.
|
|
8.5.
|
The
proxy shall produce a written and dated instrument appointing him as proxy
which cannot be given for a period exceeding one
year.
|
|
9.1.
|
The
Board of Directors shall appoint a chairman to preside the general meeting
and decide all matters relating to the transaction of business and the
voting, always provided that any voting shareholder may demand that the
resolutions put to the vote of the meeting should be decided by
poll.
|
|
10.1.
|
General
meetings can only form a quorum provided that at least 1/3 of the share
capital is represented.
|
|
10.2.
|
At
general meetings, all resolutions shall be passed with simple
majority.
|
|
10.3.
|
Any
adoption of resolutions for amendment of the Articles of Association, the
dissolution or merger of the Company with another company or firm, the use
of the Company's foundation, rejection of the annual report and/or the
Directors' proposal for appropriation of profits, appointment of member(s)
of the Company's Board of Directors requires that at least 3/5 of the
share capital is represented at the general meeting and that the
resolution is adopted by at least 2/3 of all votes cast unless any such
resolution is proposed by the Company's Board of Directors. Any resolution
for the amendment of the Company's Articles of Association is further
subject to the conditions set out in Sections 78-79 of the Danish
Companies Act.
|
|
10.4.
|
In
the event that shareholders have at the annual general meeting decided by
simple majority not to adopt the Company's annual report, the general
meeting may, notwithstanding the above, decide by simple majority to
submit the annual report for a new
audit.
|
|
10.5.
|
In
the event that a general meeting has been convened for the purpose of
adopting a resolution requiring qualified majority and if an insufficient
number of shares are represented at such meeting, the Board of Directors
shall as soon as possible convene a new general meeting at which the
proposal, irrespective of the number of shares represented, may be adopted
by 5/6 of all votes unless 1/3 of the votes represented is against the
proposal at the first general meeting. Instruments appointing a proxy for
the first general meeting shall, unless expressly revoked, be valid also
for the second general meeting.
|
|
10.6.
|
If
a resolution is passed by simple majority in accordance with the second
paragraph of this Article, the following shall
apply:
|
|
|
In
case of equality of votes in connection with the election of members to
the Board of Directors, auditor/auditors or liquidators, the matter shall
be decided by lot between the relevant persons. A proposal shall otherwise
be deemed rejected if an equal number of votes has been cast for and
against the proposal.
|
|
11.1.
|
The
proceedings of the general meeting shall be briefly recorded in a minute
book authorized by the Board of Directors for this purpose, and the
minutes shall be signed by the chairman of the meeting and the members of
the Board of Directors present at the
meeting.
|
|
12.1.
|
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 among the shareholders
by the Company in general meeting. If employee directors have been elected
in accordance with the provisions of the Danish Companies Act, such
employee directors shall join the Board of Directors in accordance with
the rules in force from time to
time.
|
|
12.2.
|
The
members of the Board of Directors elected by the Company in general
meeting shall hold office for a term of four years so that they resign at
the fourth annual general meeting after the general meeting at which they
were elected. Any employee directors shall retire in accordance with the
provisions of the Danish Companies
Act.
|
|
12.3.
|
Retiring
members of the Board of Directors shall be eligible for
re-election.
|
|
12.4.
|
If,
at a general meeting, a shareholder wants to propose a person other than a
retiring member of the Board of Directors or if a new member has been
proposed by the Board of Directors, notice stating the name of the
candidate shall be submitted to the Board of Directors not later than
eight days before the general meeting in
question.
|
|
13.1.
|
The
Board of Directors shall appoint a managing director to be in charge of
the day-to-day management of the Company, and possibly one or more
managers.
|
|
13.2.
|
The
Board of Directors shall be entitled to buy, sell and mortgage real
property and ships.
|
|
13.3.
|
The
Board of Directors shall appoint from among its members a chairman and a
deputy chairman to substitute the chairman in his
absence.
|
|
13.4.
|
The
Board of Directors may grant individual or joint power of
procuration.
|
|
13.5.
|
The
Board of Directors shall lay down rules of procedure for the performance
of its duties. The Board of Directors shall make its decisions by a simple
majority of votes. In case of equality of votes, the chairman shall have
the casting vote.
|
|
13.6.
|
The
members of the Board of Directors shall receive a fixed emolument. The
total proposed emolument shall be included in a special note in the annual
report and be presented for adoption together with the annual
report.
|
|
13.7.
|
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.
|
|
14.1.
|
The
Company shall be bound by the joint signatures of three members of the
Board of Directors, one of whom shall be the chairman or the deputy
chairman, or by the joint signatures of two members of the Board of
Directors, one of whom shall be the chairman or the deputy chairman, and
the Managing Director.
|
|
15.1.
|
The
annual reports of the Company shall be audited by one or two auditors, at
least one of whom shall be a state-authorised public accountant. The
auditor/auditors shall be appointed by the Company in general meeting for
a term of one year.
|
|
16.1.
|
The
Company's accounting year shall be the calendar
year.
|
|
|
|
|
|
|
|
|
|
Jan
Erlund, Chairman of Meeting
|
|
|
|
|
Note:
|
These
Articles of Association are prepared in both a Danish and an English
version. In the event of a conflict between them, the Danish version shall
prevail.
|
|
|
|