Revised Articles of Association as Approved at the AGM on 22.04.08 and Registered in the Danish Commerce and Companies Agency
25 Aprile 2008 - 4:01PM
PR Newswire (US)
Articles of Association of A/S Dampskibsselskabet TORM Article 1
1.1. The Company's name is Aktieselskabet Dampskibsselskabet TORM.
1.2. The Company also carries out business under the secondary
names Aktieselskabet af 3. November 1986 (A/S Dampskibsselskabet
TORM) and BWT 3 ApS (A/S Dampskibsselskabet TORM). 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.
Article 2 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.
Article 3 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 the Danish Securities Centre 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), Helgesh0j Alle 61, P.O.
Box 20, DK-2630 Taastrup, 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 the Danish Securities Centre 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.
Article 4 4.1. 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. Article 5 5.1. The general meetings of the
Company shall be held in 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 B0rsen 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. Article 6 6.1. 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. Article 7 7.1 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. 7.2. 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 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. 7.3. 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 B0rsen. 7.4. The shareholder and
the ADR holder shall be entitled to attend the general meeting by
proxy. 7.5. The proxy shall produce a written and dated instrument
appointing him as proxy which cannot be given for a period
exceeding one year. Article 8 8.1. 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 share-holder may demand that the
resolutions put to the vote of the meeting should be decided by
poll. Article 9 9.1. General meetings can only form a quorum
provided that at least 1/3 of the share capital is represented.
9.2. At general meetings, all resolutions shall be passed with
simple majority. 9.3. 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. 9.4. 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. 9.5. 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. 9.6. 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. Article 10 10.1. 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. Article 11 11.1. 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 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. 11.2. At least two-thirds of the members of the Board of
Directors shall be Danish citizens resident in Denmark. 11.3. 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. 11.4. Retiring members of the Board of Directors shall be
eligible for re-election. 11.5. 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. Article 12 12.1. 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. 12.2. The Board of Directors shall be
entitled to buy, sell and mortgage real property and ships. 12.3.
The Board of Directors shall appoint from among its members a
chairman and a deputy chairman to substitute the chairman in his
absence. 12.4. The Board of Directors may grant individual or joint
power of procuration. 12.5. 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. 12.6. 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. 12.7. At the Company's annual
general meeting held on 22 April 2008, the general meeting adopted
the overall guidelines for the Company's incentive plan to members
of the Board of Directors and Management Board, cf. Section 69b of
the Danish Companies Act. The guidelines are available at the
Company's website http://www.torm.com/. Article 13 13.1. 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. Article 14 14.1. 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. Article 15 15.1. The Company's
accounting year shall be the calendar year. As adopted at the
annual general meeting held on 22 April 2008. 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. DATASOURCE: A/S Dampskibsselskabet TORM
CONTACT: Contact: Leila Lofqvist, tel: +45-33-77-04-06
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