TORM
A/S
(registrant)
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Dated:
June 4, 2010
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By:
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/s/ Jacob Meldgaard
Name:
Jacob Meldgaard
Title: Chief
Executive Officer
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1.1.
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The
Company’s name is TORM A/S.
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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).
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1.3. |
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.
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Article
2
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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.
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2.2. |
The
share capital has been fully paid up.
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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.
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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.
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2.5. |
The
new shares, which shall be negotiable instruments, shall be issued to
bearer.
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2.6. |
The
Board of Directors is authorised in the period until 31 December 2011, in
one stage, with or without any pre-emption rights for the existing
shareholders, to resolve by unanimous resolution to raise loans for a
total amount of up to DKK 700,000,000 against the issuance of convertible
debt instruments entitling the holder to subscribe for shares in the
Company. The loans must be paid in cash to the Company. The Board of
Directors will by unanimous resolution lay down the specific terms and
conditions for the convertible debt instruments being issued under this
authorisation. If the shareholders’ pre-emption rights are excluded,
conversion may not take place at a price, which is lower than the market
price of the Company’s shares at the time of the issuance of the
convertible debt instruments.
As
a result of this authorisation, the Board of Directors is furthermore
authorised in the period until 31 December 2011 by unanimous resolution to
increase the Company’s share capital, with or without any pre-emption
rights for the existing shareholders, by up to a total nominal amount of
DKK 50,000,000 by conversion of convertible debt instruments issued
pursuant to this Article 2.6. New shares issued pursuant to this
authorisation shall be negotiable instruments, shall be issued to bearer,
but shall be eligible for registration in the name of the holder in the
Company’s register of shareholders, the transferability of the new shares
shall not be subject to any restrictions, the new shareholders shall not
be under an obligation to have their shares redeemed and the shares are in
all other respects to carry the same rights and privileges as the existing
shares in the Company. The Board of Directors will by unanimous resolution
determine any other terms and
conditions.
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Article
3
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3.1. |
The
Company’s shares shall be negotiable instruments, and the transferability
of the shares shall not be subject to any restrictions.
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3.2. |
The
shares shall be issued through VP SECURITIES A/S and/or under an American
Depositary Receipt Program (ADR Program).
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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), CVR no. 30201183,
keeper of the Company’s Register of Shareholders for all shares issued by
the Company.
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3.4. |
No
share shall confer special rights upon its holder.
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3.5. |
No
shareholder shall be obliged to have his shares
redeemed.
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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.
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3.7. |
Any
dividend payable to a shareholder which remains unclaimed for three years
after the due date shall accrue to the Company.
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3.8. |
The
Board of Directors has been authorised by the general meeting to resolve
to distribute interim dividend
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Article
4
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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.
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Article
5
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5.1. |
The
general meetings of the Company shall be held in Region Greater
Copenhagen.
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5.2. |
Annual
general meetings shall be held every year before the end of
April.
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5.3. |
Any
shareholder shall be entitled to have one or more items included in the
agenda for the ordinary general meeting, provided that the shareholder
submits a written request to that effect to the Company’s Board of
Directors no later than six weeks before the general
meeting.
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5.4. |
Extraordinary
general meetings shall be held when demanded by the Board of Directors or
the auditor elected by the general meeting. Extraordinary general meetings
shall be convened within 2 weeks if requisitioned in writing by
shareholders holding 5% of the share capital for the purpose of
considering specific business.
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5.5. |
General
meetings shall be convened with a notice of no more than five weeks and no
less than three weeks.
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5.6. |
General
meetings shall be convened by notice in at least one national daily
newspaper, by notice on the Company’s website www.torm.com and via the
Danish Commerce and Companies Agency’s IT system and otherwise in any such
manner and form as may at any time be required by the stock exchanges on
which the Company’s shares or ADRs (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 and
who have so requested.
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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.
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Article
6
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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.
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6.2. |
The
Board of Directors shall notify the Company’s shareholders about the date
of introduction of communication by electronic means.
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6.3. |
The
Company shall be entitled to give any notices to the Company’s
shareholders under the Danish 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.
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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.
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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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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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Article
7
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7.1. |
The
agenda for the annual general meeting shall be as
follows:
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1. |
Director’s
report on the activities of the Company in the past
year.
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2. |
Presentation
for adoption of the annual report.
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3. |
The
Board of Director’s proposal for the appropriation of profits or provision
for losses in accordance with the adopted annual
report.
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4. |
Election
of members to the Board of Directors.
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5. |
Appointment
of auditor/auditors.
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6. |
Any
other business and notices.
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Article
8
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Article
9
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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.
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Article
10
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10.1. |
General
meetings can only form a quorum provided that at least 1/3 of the share
capital is represented.
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10.2. |
At
general meetings, all resolutions shall be passed by a simple majority of
votes, unless otherwise provided by statute or these Articles of
Association.
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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 106-107 of the Danish
Companies Act.
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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.
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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.
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10.6. |
If
a resolution is passed by simple majority in accordance with the second
paragraph of this Article, the following shall apply:
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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.
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Article
11
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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.
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Article
12
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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.
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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.
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12.3. |
Retiring
members of the Board of Directors shall be eligible for
re-election.
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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.
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Article
13
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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.
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13.2. |
The
Board of Directors shall be entitled to buy, sell and mortgage real
property and ships.
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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.
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13.4. |
The
Board of Directors may grant individual or joint power of
procuration.
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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.
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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.
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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 former Danish Companies Act. The guidelines are available at
the Company's website www.torm.com.
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13.8. |
The
corporate language is English, cf. Section 126(3)-(4) of the Companies
Act.
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Article
14
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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.
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Article
15
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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.
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Article
16
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16.1. |
The
Company's accounting year shall be the calendar year.
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As adopted at the Annual General Meeting held on 28 April 2010. | ||
Jan Erlund, Chairman of Meeting |
Note:
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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.
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