Torm PLC: Notice of and complete proposals for the Annual General Meeting 2025 – TORM (NASDAQ:TRMD)

HELLERUP, Denmark, March 17, 2025 /PRNewswire/ — Please discover enclosed formal discover of, and full particulars of the enterprise to be proposed at, the Annual Basic Assembly (“AGM”) of TORM plc to be held at midday (London time) on Wednesday, 16 April 2025.

Contacts:

Christopher H. Boehringer, Chairman, tel.: +45 3917 9200
Jacob Meldgaard, Chief Govt Officer and Govt Director, tel.: +45 3917 9200
Christopher Everard, Basic Supervisor, tel.: +44 7920 494 853
Kim Balle, Chief Monetary Officer, tel.: +45 3917 9200

About TORM

TORM is among the world’s main carriers of refined oil merchandise. TORM operates a fleet of roughly 90 product tanker vessels with a powerful dedication to security, environmental accountability and customer support. TORM was based in 1889 and conducts enterprise worldwide. TORM’s A-shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York TRMD. For additional info. please go to www.torm.com.

Issues set out on this announcement could represent forward-looking statements. The Personal Securities Litigation Reform Act of 1995 supplies sure secure harbor protections for forward-looking statements with the intention to encourage corporations to supply potential details about their enterprise. Ahead-looking statements replicate the Board’s present views with respect to future occasions and monetary efficiency and will embody statements regarding plans, targets, objectives, methods, future occasions or efficiency, and underlying assumptions and different statements, that are statements apart from statements of historic details. The Firm needs to reap the benefits of the secure harbor provisions of the Personal Securities Litigation Reform Act of 1995 and is together with this cautionary assertion in reference to this secure harbor laws. Phrases resembling, however not restricted to, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates”, “targets”, “tasks”, “forecasts”, “potential”, “proceed”, “attainable”, “seemingly”, “could”, “may”, “ought to” and comparable expressions or phrases could determine forward-looking statements. The forward-looking statements on this announcement are primarily based upon numerous assumptions, lots of that are, in flip, primarily based upon additional assumptions, together with with out limitation, administration’s examination of historic working traits, knowledge contained within the Firm’s data and different knowledge out there from third events. Though the Firm believes that these assumptions had been cheap when made, as a result of these assumptions are inherently topic to vital uncertainties and contingencies which are troublesome or unimaginable to foretell and are past its management, the Firm can not assure that it’ll obtain or accomplish these expectations, beliefs or projections.

Necessary elements that, within the Board’s view, may trigger precise outcomes to vary materially from these set out within the forward-looking statements embody, however aren’t restricted to, the Firm’s future working or monetary outcomes; adjustments in governmental guidelines and laws or actions taken by regulatory authorities; central financial institution insurance policies meant to fight general inflation and rising rates of interest and international change charges; inflationary stress; elevated price of capital or restricted entry to funding as a consequence of EU Taxonomy or related territorial taxonomy laws; the size and severity of epidemics and pandemics and their affect on the demand for seaborne transportation of petroleum merchandise; normal home and worldwide political circumstances or occasions, together with “commerce wars”, and the continued battle between Russia and Ukraine, developments within the Center East, together with the conflicts in Israel and the Gaza Strip, and the battle involving the Houthi assaults within the Purple Sea; adjustments in financial and aggressive circumstances affecting the Firm’s enterprise, together with market fluctuations in constitution charges and charterers’ talents to carry out below present time charters; adjustments within the provide and demand for vessels akin to the Firm’s and the variety of new vessels below development; the extremely cyclical nature of the business that the Firm operates in; the loss of a big buyer or vital enterprise relationship; adjustments in worldwide oil manufacturing and consumption and storage; dangers related to any future vessel development; the Firm’s expectations concerning the supply of vessel acquisitions and its capability to finish deliberate transactions; the supply of expert crew members and different staff and the associated labor prices; work stoppages or different labor disruptions by the group’s staff or the staff of different corporations in associated industries; the affect of accelerating scrutiny and altering expectations from traders, lenders and different market contributors with respect to our ESG insurance policies; the International Corrupt Practices Act of 1977 or different relevant laws regarding bribery; the consequences of latest merchandise and new expertise within the group’s business, together with the potential for technological innovation to scale back the worth of its vessels and constitution earnings derived therefrom; new environmental laws and restrictions, whether or not at a worldwide degree stipulated by the Worldwide Maritime Group, and/or imposed by regional or nationwide authorities such because the European Union or particular person nations; the affect of an interruption in or failure of our info expertise and communications techniques, together with the affect of cyber-attacks, upon our capability to function; potential conflicts of curiosity involving members of our board of administrators and senior administration; the failure of counterparties to completely carry out their contracts with the group; adjustments in credit score danger with respect to the group’s counterparties on contracts; the group’s dependence on key personnel and its capability to draw, retain and inspire key staff; adequacy of insurance coverage protection; the Firm’s capability to acquire indemnities from clients; adjustments in legal guidelines, treaties or laws; the Firm’s incorporation below the legal guidelines of England and Wales and the totally different rights to reduction that could be out there in comparison with different nations, together with the USA; authorities requisition of the group’s vessels throughout a interval of conflict or emergency; the arrest of the group’s vessels by maritime claimants; any additional adjustments in U.S. commerce coverage that would set off retaliatory actions by the affected nations; potential disruption of transport routes as a consequence of accidents, climate-related incidents, environmental elements, political occasions, public well being threats, acts by terrorists or acts of piracy on ocean-going vessels; the affect of antagonistic climate and pure disasters; injury to storage and receiving amenities; potential legal responsibility from future litigation and potential prices as a consequence of environmental injury and vessel collisions; and the size and variety of off-hire durations and dependence on third-party managers. In mild of those dangers and uncertainties, undue reliance shouldn’t be positioned on forward-looking statements contained on this announcement as a result of they’re statements about occasions that aren’t sure to happen as described or in any respect. Such forward-looking statements aren’t ensures of the Firm’s future efficiency, and precise outcomes and future developments could fluctuate materially from these projected within the forward-looking statements. Besides to the extent required by relevant regulation or regulation, the Firm undertakes no obligation to launch publicly any revisions or updates to those forward-looking statements to replicate occasions or circumstances after the date of this announcement or to replicate the incidence of unanticipated occasions. Please discuss with TORM’s filings with the U.S. Securities and Change Fee for a extra full dialogue of sure of those and different dangers and uncertainties. The data set forth herein speaks solely as of the date hereof, and the Firm disclaims any intention or obligation to replace any forward-looking statements on account of developments occurring after the date of this communication.

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS DETAILS OF PROPOSALS RELATING TO TORM PLC (THE “COMPANY“) ON WHICH YOU ARE BEING ASKED TO VOTE.

In case you are in any doubt in regards to the contents of this Round or as to the motion you must take, you might be beneficial to instantly search your personal private monetary recommendation from an appropriately certified unbiased skilled adviser duly authorised pursuant to the Monetary Providers and Markets Act 2000 (as amended) if you’re within the United Kingdom, or from one other appropriately authorised unbiased monetary adviser if you’re exterior the United Kingdom.

Should you promote or switch or have bought or in any other case transferred your whole A-shares within the capital of the Firm, please ahead this Round and any accompanying doc(s), as quickly as attainable, to the purchaser, transferee or agent by means of whom the sale or switch was effected for onward transmission to the purchaser or transferee. Should you promote or have bought or in any other case transferred solely a part of your holding of A-shares, you must retain these paperwork.

The distribution of this doc and any accompanying doc(s) into jurisdictions apart from the United Kingdom could also be restricted by regulation and subsequently individuals into whose possession this doc and any accompanying doc(s) come ought to inform themselves about and observe any such restrictions. Any failure to adjust to any such restrictions could represent a violation of securities legal guidelines of any such jurisdiction.

(Integrated in England and Wales with registered quantity 09818726)

Proposed Discount of Capital and Discover of Annual Basic Assembly

This Round needs to be learn in its entirety. Your consideration is drawn to the letter from the Chairman of Torm set out on this doc, during which the Administrators advocate that you just vote in favour of every of the Resolutions set out within the formal discover of annual normal assembly (the “AGM“) referred to under.

Discover of the AGM of the Firm to be held on the Firm’s registered workplace at 120 Cannon Road, London, EC4N 6AS, United Kingdom on 16 April 2025 at 12.00 midday (BST) is ready out on the finish of this Round.

Shareholders will discover enclosed a Type of Proxy to be used on the AGM. To be legitimate, the Type of Proxy should be accomplished, signed and returned, in accordance with the directions printed thereon, to the Firm’s registered workplace as quickly as attainable and, in any occasion, in order to reach no later than 11.00 p.m. (BST) on 14 April 2025. The completion and return of a Type of Proxy won’t preclude Shareholders from attending and voting in individual on the AGM, ought to they subsequently want to take action.

Shareholders have the choice to dial in to the AGM by way of the This fall Platform, somewhat than attending in individual, and to vote on the entire Resolutions upfront of the AGM by finishing and returning their Type of Proxy. Shareholders have the choice to nominate the Chairman of the AGM or any named particular person to behave as their proxy to make sure that their votes are duly forged on the Resolutions.

YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN AND PRINTED THEREON.

Your consideration is drawn to the part entitled “Motion to be taken by Shareholders and availability of paperwork” on web page 5 of this Round. Sure outlined phrases used all through this Round are set out on pages 8 and 9 herein.

This Round will be made out there for obtain from the Firm’s web site at www.torm.com.

LETTER FROM THE CHAIRMAN OF TORM PLC

TORM PLC

(Integrated in England and Wales with registered quantity 09818726)

17 March 2025

To Shareholders and, for info functions solely, to holders of restricted share models

Expensive Shareholder,

PROPOSED REDUCTION OF CAPITAL AND NOTICE OF ANNUAL GENERAL MEETING

1       Introduction

I’m writing in reference to the Resolutions to be proposed on the forthcoming AGM of TORM Plc (“TORM” or the “Firm“) to be held at 12.00 midday (BST) on Wednesday, 16 April 2025 on the Firm’s workplaces at 120 Cannon Road, London EC4N 6AS, United Kingdom. Your consideration is drawn to the suggestions of the Administrators as set out in paragraph 7 of this letter.

Specifically, I’m writing to give you particulars of the proposed Capital Discount which consists of: (i) a discount of the quantity standing to the credit score of the Firm’s share premium account (the “Share Premium Discount“); and (ii) the cancellation of the Firm’s Treasury Shares ensuing from the share buybacks beforehand effected by the Firm (the “Cancellation of Treasury Shares“).

The Administrators have taken all cheap care to make sure that the details said on this Round are true and correct in all materials facets, and that there aren’t any materials details the omission of which might make deceptive any assertion contained on this Round, whether or not of reality or opinion.

The Definitions part on pages 8 and 9 accommodates definitions of sure phrases and phrases used all through this Round. Accordingly, please discuss with this part as you assessment this Round, as obligatory.

2       Proposed Capital Discount

Background to and causes for the proposed Capital Discount

This part accommodates details about the proposed Capital Discount and explains why the Board considers it to be in one of the best pursuits of the Firm and its Shareholders as an entire and unanimously recommends that you just vote in favour of Resolutions 10 and 11 to be proposed on the AGM. Decision 10 pertains to the Share Premium Discount and Decision 11 pertains to the Cancellation of Treasury Shares. Shareholders ought to notice that, except Resolutions 10 and 11 are every duly authorized on the AGM (and the Courtroom subsequently confirms every of the Share Premium Discount and the Cancellation of Treasury Shares), the Share Premium Discount and the Cancellation of Treasury Shares won’t happen.

Share Premium Discount

As a UK integrated entity, the Firm will not be permitted to undertake share buybacks nor pay any dividends except it has ample distributable reserves. The Share Premium Account solely has restricted functions and, accordingly, the Firm is proposing to scale back its Share Premium Account by US$180m with the intention to create further distributable reserves to assist: (i) the long run fee by the Firm of dividends to its Shareholders; and (ii) potential share buybacks ought to it’s fascinating to take action.

In mild of the Group’s prospects and present robust monetary place, the Administrators imagine it’s fascinating to proceed to actively pursue additional funds of dividends to Shareholders and the proposed Share Premium Discount creates flexibility for that to occur.  

Upon completion of the Share Premium Discount, following an analogous course of to that utilised for the Firm’s earlier discount in 2024, the Firm’s Share Premium Account can be lowered by US$180m.

Completion of the Share Premium Discount won’t have an effect on the rights hooked up to the Firm’s shares and won’t lead to any change to the variety of different shares in situation (or their nominal worth).

Cancellation of Treasury Shares

Below Part 693(2) of the Corporations Act, a purchase again of the A-shares by means of an abroad change constitutes an off-market buy and Nasdaq in New York and Nasdaq in Copenhagen each comprise abroad exchanges. Accordingly, pursuant to the process set out within the Corporations Act, buybacks by means of Nasdaq in New York and/or Nasdaq in Copenhagen can solely be made utilizing a buyback contract, the phrases of which should be authorized by Shareholders in accordance with Part 694 of the Corporations Act. Accordingly, the buybacks beforehand effected by the Firm which resulted within the Firm holding the Treasury Shares weren’t technically absolutely in accordance with the Corporations Act necessities and it’s now proposed to impact the Cancellation of Treasury Shares with the intention to rectify this case.

Upon completion of the Cancellation of Treasury Shares, the Firm’s share capital can be lowered by 493,371 A-shares with a nominal worth of, in combination, US$4,933.71. The completion of the Cancellation of Treasury Shares won’t have an effect on the rights hooked up to the remaining A-shares and won’t lead to every other change to the variety of shares in situation (or their nominal worth).

Shareholder Approval

With a purpose to impact the Capital Discount, the Firm requires the approval of its Shareholders for every of the Share Premium Discount and the Cancellation of Treasury Shares pursuant to part 641(1)(b) of the Corporations Act. The Capital Discount can’t be effected except the Firm receives approval by the requisite majority of Shareholders and within the requisite method as set out on this part of the Round.

The holders of the Firm’s A-shares and B-share are entitled to obtain discover of, attend, converse and vote on the AGM pursuant to the Articles of Affiliation. The votes of the holders of the A-shares and the B-share can be added collectively on the AGM and the 2 Resolutions to approve the Capital Discount, which can be proposed as particular resolutions, every require a majority in favour of no less than 75 per cent. of the votes forged by these Shareholders attending and voting in individual or by proxy with the intention to be handed.

Pursuant to the Articles of Affiliation, the holder of the B-share could forged its single vote on the Capital Discount, nevertheless, its approval will not be required as a separate class of Shareholder.

The holder of the C-share will not be entitled to vote on the Resolutions regarding the Capital Discount pursuant to the Articles of Affiliation. The proposed Capital Discount doesn’t alter the rights attaching to the C-share and subsequently the Firm doesn’t require the approval of the holder of the C-share.

Courtroom Approval

Along with Shareholder approval of the related Resolutions, the Capital Discount requires the approval of the Courtroom. Accordingly, following the AGM, an software can be made to the Courtroom with the intention to affirm and approve the Capital Discount.  

The Board is happy that there isn’t any practical probability that the Capital Discount would outcome within the Firm being unable to discharge a creditor’s debt or declare when it falls due. The Firm has obtained letters of consent to the Capital Discount from its main finance suppliers and different main collectors.

It’s presently anticipated that the preliminary instructions listening to in relation to the Capital Discount will happen on 30 April 2025, with the ultimate Courtroom Listening to scheduled for 13 Might 2025 and the Capital Discount changing into efficient following the mandatory registration of the Courtroom Order at Corporations Home.

The Capital Discount itself won’t contain any distribution or reimbursement of capital or share premium by the Firm and won’t scale back the underlying web property of the Firm. Pursuant to Half 23 of the Corporations Act, the distributable reserves arising on the Capital Discount will, topic to the discharge of any undertakings required by the Courtroom, assist the Firm’s capability to undertake share buybacks and/or pay dividends, ought to circumstances sooner or later make it fascinating to take action. 

The Board reserves the best to desert or discontinue (in complete or partially) the deliberate software to the Courtroom within the occasion that the Board considers that the phrases on which the Capital Discount can be (or can be prone to be) confirmed by the Courtroom wouldn’t be in one of the best pursuits of the Firm and/or its Shareholders as an entire. The Board has undertaken a radical and intensive assessment of the Firm’s liabilities (together with contingent liabilities) and considers that the Firm will be capable of fulfill the Courtroom that, as on the date (if any) on which the Courtroom Order and the Assertion of Capital are each registered at Corporations Home (being the date on which the Capital Discount will take impact), the Firm’s collectors can be sufficiently protected.

3       Explanatory notes to the discover of AGM

The next notes clarify the proposed Resolutions. Resolutions 1 to 9 are proposed as Peculiar Resolutions. For every of those Resolutions to be handed, greater than half of the votes forged by the Shareholders entitled to vote attending and voting in individual or by proxy should be in favour of the Decision. Resolutions 10 and 11 are proposed as particular resolutions, which require a majority in favour of no less than 75 per cent. of the votes forged by the Shareholders entitled to vote attending and voting in individual or by proxy with the intention to be handed.

Decision 1: Annual Report and Accounts

The Administrators should current the audited annual accounts and the Administrators’ and Auditor’s experiences thereon for the monetary yr ended 31 December 2024. A duplicate of the Administrators’ and Auditor’s experiences and the monetary statements is offered on the Firm’s web site (www.torm.com). The Firm’s Shareholders can be requested to approve the Administrators’ and Auditor’s experiences on the AGM.

Decision 2: Remuneration report

The Firm’s Shareholders can be requested to approve the remuneration report within the annual report and accounts on the AGM.

Resolutions 3 and 4: Reappointment and remuneration of the auditors

The Firm should appoint auditors at every normal assembly at which accounts are offered to Shareholders to carry workplace till the conclusion of the subsequent such assembly. Decision 3 seeks Shareholder approval to reappoint Ernst & Younger LLP because the Firm’s auditors.

In accordance with regular observe, Decision 4 seeks authority for the Firm’s Administrators to repair the auditor’s remuneration.

Resolutions 5 to eight: Reappointment of Administrators

The Firm’s Articles of Affiliation require each Director, apart from the B-director, to retire on the finish of the primary AGM after their appointment and at every subsequent AGM. Christopher H. Boehringer, Annette Malm Justad, Pär Göran Trapp and Jacob Meldgaard are standing for reappointment in accordance with these provisions.

The biographical particulars of all Administrators might be discovered on the Firm’s web site at https://www.torm.com/about/management/board-of-directors/default.aspx. 

Decision 9: Launch of Claims

Topic to the proposed Cancellation of Treasury Shares taking impact, that is an extraordinary decision to launch any claims the Firm could have towards any individual in reference to the unique buy of these Treasury Shares.

Decision 10: Discount of Share Premium Account

As outlined above, it is a particular decision to scale back the Firm’s Share Premium Account by US$180m.

Decision 11: Cancellation of Treasury Shares

As outlined above, it is a particular decision to cancel the Treasury Shares.

4       Dial-in choice for AGM

Shareholders have the choice to dial in to the Firm’s AGM by way of the This fall Platform, somewhat than attending in individual, and to vote on all Resolutions upfront of the AGM by finishing their Type of Proxy. Shareholders ought to full and signal the Type of Proxy despatched to them with this Round and return it to the Firm’s registered workplace as quickly as attainable.

Shareholders are invited to submit any questions on the enterprise of the assembly upfront of the AGM to ir@torm.com no later than 6.00 p.m. (BST) on 12 April 2025, and the Board will, the place applicable, endeavour to supply solutions in writing on the assembly earlier than publishing such doc on the Firm’s web site.

Shareholders may also observe the AGM’s proceedings by accessing an internet audio and visible feed, by way of the next hyperlink:

Webcast Viewers URL: https://occasions.q4inc.com/attendee/848694403

The hyperlink can be accessible at roughly 11.55 a.m. (BST) on 16 April 2025. Nevertheless, please notice that Shareholders will be unable to vote on the AGM by way of such hyperlink.

5       AGM bills

The prices and bills of convening the AGM and holding any adjourned assembly can be happy by the Firm and can be incurred no matter whether or not or not the Resolutions are handed by the requisite majorities and the enterprise of the AGM efficiently concluded.

6       Dividend coverage

In accordance with the Firm’s  Distribution Coverage, the Board declares a quarterly dividend primarily based on the Group’s money place on the finish of every quarter. The Board determined to declare an interim dividend of US$58.4m  on the finish of the fourth quarter of 2024. Consequently, the Board doesn’t advocate fee of a remaining dividend for the Firm’s monetary yr ended 31 December 2024.

7       Suggestion

The Administrators take into account Resolutions 1 to 11 (inclusive) to be in one of the best pursuits of the Firm and its Shareholders as an entire.

Accordingly, the Administrators unanimously advocate that Shareholders vote in favour of Resolutions 1 to 11 (inclusive) to be proposed on the AGM, as they intend so to do, or procure to be finished, in respect of their very own useful holdings of A-shares or A-shares they management, amounting to, in combination, 28,904 A-shares representing roughly 0.029 per cent. of the present issued share capital of the Firm (together with the useful holdings of their shut kinfolk)). 

8       Motion to be taken by Shareholders and availability of paperwork

a)     Annual Basic Assembly

A proper discover convening the AGM and setting out the proposed enterprise of the assembly is integrated on the finish of this Round.

A Type of Proxy to be used in respect of the AGM is enclosed with this Round, and Shareholders are requested to finish, signal and return the Type of Proxy to the Firm’s registered workplace deal with at 120 Cannon Road, London EC4N 6AS as quickly as attainable and in any occasion in order to be obtained by no later than 11.00 p.m. (BST) on 14 April 2025 earlier than the time of the assembly. The completion and return of a Type of Proxy won’t stop Shareholders from attending the AGM in individual, talking and voting in the event that they subsequently want to take action.

To be legitimate, the Type of Proxy and any energy of lawyer or different authority below which it’s signed (or a notarially licensed copy thereof) should be deposited on the Firm’s registered workplace deal with above by no later than 11.00 p.m. (BST) on 14 April 2025.

Voting in respect of shares traded on Nasdaq in Copenhagen

For these Shareholders who maintain their A-shares by way of Euronext Securities and that are buying and selling on Nasdaq in Copenhagen, it’s possible you’ll register and vote electronically at www.euronext.com/cph-agm by no later than 6.00 p.m. (BST) on 14 April 2025. Alternatively, it’s possible you’ll return a Type of Proxy or registration kind. The related dated and signed kind should attain Euronext Securities by 6.00 p.m. (BST) on 14 April 2025 both by way of e-mail (CPH-investor@euronext.com) or by put up to Euronext Securities, Nicolai Eigtveds Gade 8, 1402 Copenhagen Okay, Denmark.

Voting in respect of shares traded on Nasdaq in New York

Shareholders who maintain A-shares traded on Nasdaq in New York ought to return the voting directions as indicated on the voter instruction kind.

Required Majorities and Quorum

The bulk required for the passing of every of the Peculiar Resolutions on the AGM is a straightforward majority of the overall variety of votes forged in individual or by proxy. The bulk required for the passing of every of the Particular Resolutions on the AGM is no less than three-quarters of the overall variety of votes forged.

The quorum requirement for the AGM is 2 or extra Shareholders who’re entitled to vote, being current in individual or by proxy or a duly authorised consultant of a company which is a member. If, inside 5 minutes after the time appointed for the AGM (or such longer interval not exceeding one hour because the Chairman could take into account match to permit), a quorum will not be current, the AGM shall stand adjourned to a day (however not lower than ten days later, excluding the day on which the assembly is adjourned and the day for which it’s reconvened), the time and place to be determined by the Chairman, and at such adjourned assembly, one member current in individual or by proxy and entitled to vote will represent a quorum.

b)     Inspection of paperwork

Copies of the next paperwork can be made out there for inspection on the Firm’s registered workplace throughout regular enterprise hours on any Enterprise Day from the date of this Round till the conclusion of the AGM and on the place of the AGM for no less than quarter-hour previous to, and through, the AGM:

     (i)         the Articles of Affiliation;

     (ii)        this Round and the Type of Proxy; and

     (iii)       a memorandum setting out the phrases of the contracts for companies of the Administrators.

c)     Different out there paperwork

The Annual Report and accounts for the Firm’s monetary yr ended 31 December 2024 and a Proxy Assertion can be made out there to view and obtain from the Firm’s web site at: https://www.torm.com/traders/reports-and- shows/financial-reports/default.aspx.

In case you have any questions in respect of the issues set out on this Round or with respect to voting on the Resolutions, please don’t hesitate to contact Christopher Everard on +44 7920 494 853.

Yours faithfully 

Christopher H. Boehringer

Chairman

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

* – (or, if later, the efficient time and date upon which Shareholders approve the Resolutions).

Notes:

1. Every of the instances and dates set out above and elsewhere on this Round are indicative solely and accordingly topic to alter. 
2. The anticipated date for affirmation of the Capital Discount by the Courtroom relies on a provisional date obtained for the required Courtroom listening to of the Firm’s software which is topic to alter and depending on the Courtroom’s timetable. 
3. If any of the main points contained within the timetable above ought to change, the revised time(s) and/or date(s) can be notified to Shareholders by way of an announcement by means of a Regulatory Info Service. 
4. References to time on this Round are to London time except in any other case said. 
5. All occasions listed within the above timetable following the AGM are conditional on the passing of the Resolutions contained within the Discover of AGM, on the AGM.

DEFINITIONS

The next definitions apply all through this Round and the accompanying Type of Proxy except the context requires in any other case:

TORM PLC

(Integrated in England and Wales with registered quantity 09818726)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual Basic Assembly of Torm plc (“Torm” or the “Firm”) can be held on the Firm’s registered workplace at 120 Cannon Road, London EC4N 6AS, United Kingdom, on Thursday, 16 April 2025 at 12.00 midday (BST).

To think about and, if thought applicable, move the next Resolutions which can be proposed as extraordinary and particular resolutions as set out under:

Peculiar Resolutions

1.      THAT the Firm’s Annual Report and accounts for its monetary yr ended 31 December 2024 (the “Annual Report“), along with the Administrators’ report and the Auditor’s report thereon, be obtained and adopted.

2.      THAT the Firm’s Remuneration Committee Report, as set out on pages 174 to 184 of the Firm’s Annual Report, be authorized.

3.      THAT Ernst & Younger LLP be reappointed as auditor of the Firm to carry workplace from the conclusion of this assembly till the conclusion of the subsequent normal assembly of the Firm at which accounts are laid.

4.      THAT the Administrators be authorised to repair the remuneration of the auditors.

5.      THAT the Firm’s Non-Govt Chairman, Christopher H. Boehringer, be reappointed as a Director of the Firm.

6.      THAT the Firm’s Non-Govt Director, Göran Trapp, be reappointed as a Director of the Firm.

7.      THAT the Firm’s Non-Govt Director, Annette Malm Justad, be reappointed as a Director of the Firm.

8.      THAT the Firm’s Govt Director, Jacob Meldgaard, be reappointed as a Director of the Firm.

9.      THAT, topic to the discount of capital by cancelling and extinguishing the Treasury Shares below Decision 11 taking impact, the Firm shall launch any claims it could have towards any individual in reference to its buy of these Treasury Shares (together with any legal responsibility to repay sums obtained in respect of these Treasury Shares).

Particular Resolutions

10.  THAT, topic to the affirmation of the Excessive Courtroom of Justice in England and Wales, the Firm’s Share Premium Account be lowered by US$180m.  

11.  THAT, topic to the affirmation of the Excessive Courtroom of Justice in England and Wales, the issued share capital of the Firm be lowered by cancelling and extinguishing the Treasury Shares, every of which is absolutely paid up, and the quantity of US$4,933.71 by which the share capital is so lowered be credited to a reserve.

By order of the Board

Christopher H. Boehringer
Chairman
Dated: 17 March 2025
Registered Workplace: 120 Cannon Road, London EC4N 6AS, United Kingdom.

Notes:

(a)    Solely these Shareholders registered within the Firm’s register of members at:

          (i)     11.00 p.m. (BST) on 14 April 2025; or,

          (ii)    if this assembly is adjourned, at 11.00 p.m. (BST) on the day two days previous to the adjourned assembly,

shall be entitled to attend, converse and vote on the assembly. Modifications to the register of members after the related deadline shall be disregarded in figuring out the rights of any individual to attend and vote on the assembly.

(b)    Info concerning the assembly, together with the knowledge required by part 311A of the Corporations Act 2006, might be discovered at www.torm.com.

(c)    Should you want to attend the assembly in individual, please attend the Firm’s workplace at 120 Cannon Road, London EC4N 6AS, United Kingdom on 16 April 2025 at 12.00 midday (BST).

(d)    In case you are a Shareholder who’s entitled to attend and vote on the assembly, you might be entitled to nominate a number of proxies to train all or any of your rights to attend, converse and vote on the assembly, and you must have obtained a proxy kind with this discover of assembly. A proxy doesn’t have to be a Shareholder of the Firm however should attend the assembly to symbolize you. You may solely appoint a proxy utilizing the procedures set out in these notes and the notes to the Proxy Kind. To nominate multiple proxy, please contact the Firm on tel. +44 0204 601 0590.

(e)    To be legitimate, an instrument appointing a proxy and any energy of lawyer or different authority below which the proxy instrument is signed (or a notarially licensed copy thereof) should be deposited on the Firm’s registered workplace by 11.00 p.m. (BST) on 14 April 2025.

(f)     The completion and return of a Type of Proxy won’t have an effect on the best of a member to attend, converse and vote in individual on the assembly convened by this discover. In case you have appointed a proxy and attend the assembly in individual, your proxy appointment will mechanically be terminated.

(g)    A vote withheld will not be a vote in regulation, which implies that the vote won’t be counted within the calculation of votes for or towards the decision. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as she or he thinks slot in relation to every other matter which is put earlier than the assembly.

(h)    Within the case of joint holders, the place greater than one of many joint holders completes a proxy appointment, solely the appointment submitted by probably the most senior holder can be accepted. Seniority is set by the order during which the names of the joint holders seem within the Firm’s register of members in respect of the joint holding (the first-named being probably the most senior).

(i)     Shareholders could change proxy directions by submitting a brand new proxy appointment utilizing the strategies set out above. Be aware that the cut-off time for receipt of proxy appointments additionally applies in relation to amended directions; any amended proxy appointment obtained after the related cut-off time can be disregarded.

(j)     Should you submit multiple legitimate proxy appointment, the appointment obtained final earlier than the newest time for the receipt of proxies will take priority.

(ok)    A Shareholder could change a proxy instruction, however to take action you’ll need to tell the Firm in writing by both:

          (i)     sending a signed hardcopy discover clearly stating your intention to revoke your proxy appointment to the Firm. Within the case the place a Shareholder is an organization, the revocation discover should be executed below its frequent seal or signed on its behalf by an officer of the corporate or an lawyer for the corporate. Any energy of lawyer or every other authority below which the revocation discover is signed (or a duly licensed copy of such energy or authority) should be included with the revocation discover; or

          (ii)    sending an e-mail to ir@torm.com.

(l)     In both case, the revocation discover should be obtained by the Firm no later than 11.00 p.m. (BST) on 14 April 2025.

(m)  Should you try and revoke your proxy appointment, however the revocation is obtained after the time specified, your unique proxy appointment will stay legitimate except you attend the assembly and vote in individual.

(n)    An organization which is a Shareholder can appoint a number of company representatives who could train, on its behalf, all its powers as a Shareholder offered that no multiple company consultant workouts powers over the identical share.

(o)    As at 11.00 p.m. (BST) on 11 March 2025, which is the Newest Practicable Date earlier than publication of this discover, the Firm’s issued share capital comprised 97,814,053 frequent shares of US$0.01 every (made up of 97,814,051 A-shares, 1 B-share and 1 C-share).

(p)    Every A and B-share carries the best to 1 vote on all Resolutions proposed at this Annual Basic Assembly.  The C-share carries the best to 350,000,000 votes in respect of these issues set out in Article 4.7 of the Articles of Affiliation however in any other case carries no proper to vote. In consequence, the extraordinary C-share carries the best to vote on Resolutions 5 to eight proposed at this Annual Basic Assembly however no proper to vote on any of the opposite resolutions proposed at this Annual Basic Assembly. 493,371 A-shares are held by the Firm as treasury shares and are subsequently not eligible for voting. Accordingly, the overall variety of voting rights within the Firm in respect of the Resolutions proposed at this Annual Basic Assembly as at 11 March 2025 is as follows:

          (i)     447,320,681 votes on resolutions 5 to eight; and

          (ii)    97,320,681 votes on all different resolutions .

(q)    Any member attending the assembly has the best to ask questions. The Firm should reply all questions associated to the enterprise being handled on the assembly except:

          (i)     answering the query would intervene unduly with the preparation for the assembly or contain the disclosure of confidential info;

          (ii)    the reply has already been given on a web site within the type of a solution to a query; or

          (iii)   it’s undesirable within the pursuits of the Firm or the great order of the assembly that the query be answered.

(r)     A memorandum which outlines the important thing phrases of the contracts for companies of the Govt Director and every of the Non-Govt Administrators is offered for inspection on the Firm’s registered workplace throughout regular enterprise hours and on the place of the assembly from no less than quarter-hour previous to the assembly till the top of the assembly.

(s)     The quorum for the assembly is 2 or extra members who’re entitled to vote on every of the Resolutions proposed at this AGM of the Firm, current in individual or by proxy or a duly authorised consultant of a company which is a member.

(t)     The Peculiar Resolutions should be handed by a easy majority of the overall variety of votes forged for and towards such Decision. The Particular Resolutions should be handed by no less than 75 per cent. of the overall variety of votes forged for and towards such decision.

(u)    On the assembly, the vote could also be taken by present of arms or by ballot. On a ballot, each member who’s current in individual or by proxy shall be entitled to 1 vote for each share held, aside from the C-share which is entitled to 350,000,000 votes in respect of these Resolutions as set out in notice (p) above.

(v)    If, inside 5 minutes after the time appointed for the assembly (or such longer interval not exceeding one hour because the Chairman of the assembly might imagine match to permit) a quorum will not be current, the assembly shall stand adjourned to a day (however not lower than ten days later, excluding the day on which the assembly is adjourned and the day for which it’s reconvened), time and place to be determined by the Chairman, and at such adjourned assembly one member current in individual and by proxy shall be a quorum.

(w)   Pursuant to regulation 41 of The Uncertificated Securities Rules 2001, members can be entitled to attend and vote on the assembly if they’re registered on the Firm’s register of members at 11.00 p.m. (BST) on 14 April 2025.

TORM PLC

(the “Firm”)

(Integrated in England and Wales with registered quantity 09818726) 

FORM OF PROXY

to be used by Shareholders on the Annual Basic Assembly to be held on 16 April 2025

I/we, the undersigned Shareholder(s) of the Firm hereby appoint:

1      The Chairman of the Assembly; or No. of shares:

2      ………………………………………………………………………………………………………………………………………………. (Insert identify and deal with of different proxy in capital letters)

as my/our proxy to vote in my/our identify(s) and on my/our behalf on the Annual Basic Assembly of the Firm to be held at 120 Cannon Road, London, EC4N 6AS, United Kingdom on 16 April 2025 at 12.00 midday (BST) and at any adjournment thereof.

Please point out with an “X” within the applicable containers under how the proxy ought to vote after which signal on the subsequent web page. If no particular course as to voting is given, the proxy could vote or abstain at his/her discretion.

I/we authorise my/our proxy to behave at his/her discretion in relation to every other enterprise arising on the assembly (together with in respect of whether or not to adjourn such assembly) and at any adjournment of such assembly.

Signature(s): ………………………………………………… Dated: …………………………………………………

Identify(s): ………………………………………(in capital letters)

Initials and surnames of joint holders if any……………………………………………………………………………….

Tackle ………………………………………………… VP reference no.: ……………………………………..

…………………………………………………

…………………………………………………

Notes:

(a)    As a member of the Firm, you might be entitled to nominate a proxy or proxies to train all or any of your rights to attend, converse and vote at a normal assembly of the Firm. You may solely appoint a proxy utilizing the procedures set out in these notes. If the proxy is being appointed in relation to a part of your holding solely, please enter the variety of shares in relation to which they’re authorised to behave as your proxy within the field subsequent to the proxy’s identify. If this field is left clean, they are going to be authorised in respect of your full voting entitlement.

(b)    Appointment of a proxy doesn’t preclude you from attending the assembly and voting in individual. In case you have appointed a proxy and attend the assembly in individual, your proxy appointment will mechanically be terminated.

(c)     A proxy doesn’t have to be a member of the Firm however should attend the assembly to symbolize you. Should you want to appoint as your proxy somebody apart from the Chairman of the assembly, cross out the phrases “the Chairman of the Assembly” and write on the dotted line the total identify and deal with of your proxy. The change needs to be initialed.

(d)    Within the case of a company, the proxy kind should be expressed to be executed by the company and should be signed by a Director and the secretary or by two Administrators or below the hand of a duly authorised officer or lawyer.

(e)    Within the case of joint holders, the vote of the individual first named within the register of members tendering a vote can be accepted to the exclusion of the votes of the opposite joint holders.

(f)     It’s possible you’ll appoint multiple proxy offered every proxy is appointed to train rights hooked up to totally different shares. It’s possible you’ll not appoint multiple proxy to train rights hooked up to anyone share. In case you are appointing multiple proxy, please point out the variety of shares in relation to which they’re authorised to behave as your proxy and point out that the proxy appointment is one in all a number of appointments being made subsequent to the proxy holder’s identify. A number of proxy appointments needs to be returned in the identical envelope.

(g)    To direct your proxy on how you can vote on the resolutions, mark the suitable field with an “X”. To abstain from voting on a decision, choose the related “withheld” field. A vote withheld will not be a vote in regulation, which implies that the vote won’t be counted within the calculation of votes for or towards the decision.

(h)    Within the absence of directions, the appointed proxy could vote or abstain from voting as she or he thinks match on the desired decision and, except instructed in any other case, the appointed proxy might also vote or abstain from voting as she or he thinks match on every other enterprise (together with amendments to resolutions) which can correctly come earlier than the assembly.

(i)      You’re requested to finish and ship this Type of Proxy (or a notarially licensed copy thereof) by common mail to the Firm’s registered workplace. To be legitimate, this manner should be accomplished and deposited on the Firm’s registered workplace along with the ability of lawyer or different authority (if any) below which it’s signed or a duplicate of such authority licensed notarially, by 11.00 p.m. (BST) on 14 April 2025.

 

To:  TORM Plc 

APPOINTMENT OF CORPORATE REPRESENTATIVE

The corporate named under, being a member of your Firm, hereby notifies you of the appointment of __________________________ as its Company Consultant to attend on its behalf on the Annual Basic Assembly of your Firm to be held on 16 April 2025 and at any adjournment thereof and to vote on the resolutions set forth within the discover of the mentioned assembly.

Signature(s): ………………………………………………… Dated: …………………………………………………

Duly authorised for and on behalf of  ………………………………………………………

 

This info was dropped at you by Cision http://information.cision.com

https://information.cision.com/torm-plc/r/notice-of-and-complete-proposals-for-the-annual-general-meeting-2025,c4119748

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SOURCE Torm PLC