A/S Dampskibsselskabet TORM - Notice of Extraordinary General Meeting
26 November 2008 - 1:44PM
PR Newswire (US)
HELLERUP, Denmark, November 26 /PRNewswire-FirstCall/ -- Enclosed
please find notice of Extraordinary General Meeting on 16 December
2008 for A/S Dampskibsselskabet TORM. About TORM TORM is one of the
world's leading carriers of refined oil products as well as being a
significant participant in the dry bulk market. The Company
operates a combined fleet of more than 130 modern vessels,
principally through a pooling cooperation with other respected
shipping companies who share TORM's commitment to safety,
environmental responsibility and customer service. TORM was founded
in 1889. The Company conducts business worldwide and is
headquartered in Copenhagen, Denmark. TORM's shares are listed on
the Copenhagen Stock Exchange (ticker TORM) as well as on the
NASDAQ (ticker TRMD). For further information, please visit
http://www.torm.com/. Safe Harbor Forward Looking Statements
Matters discussed in this release may constitute forward-looking
statements. Forward-looking statements reflect our current views
with respect to future events and financial performance and may
include statements concerning plans, objectives, goals, strategies,
future events or performance, and underlying assumptions and other
statements, which are other than statements of historical facts.
The forward-looking statements in this release are based upon
various assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, Management's examination
of historical operating trends, data contained in our records and
other data available from third parties. Although TORM believes
that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are
beyond our control, TORM cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections. Important
factors that, in our view, could cause actual results to differ
materially from those discussed in the forward looking statements
include the strength of world economies and currencies, changes in
charter hire rates and vessel values, changes in demand for "tonne
miles" of oil carried by oil tankers, the effect of changes in
OPEC's petroleum production levels and worldwide oil consumption
and storage, changes in demand that may affect attitudes of time
charterers to scheduled and unscheduled dry-docking, changes in
TORM's operating expenses, including bunker prices, dry-docking and
insurance costs, changes in governmental rules and regulations
including requirements for double hull tankers or actions taken by
regulatory authorities, potential liability from pending or future
litigation, domestic and international political conditions,
potential disruption of shipping routes due to accidents and
political events or acts by terrorists. Risks and uncertainties are
further described in reports filed by TORM with the US Securities
and Exchange Commission, including the TORM Annual Report on Form
20-F and its reports on Form 6-K. Forward looking statements are
based on management's current evaluation, and TORM is only under
obligation to update and change the listed expectations to the
extent required by law. NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given in accordance with Article 5 of the Articles
of Association of Aktieselskabet Dampskibsselskabet TORM (CVR NO
22460218) that the extraordinary general meeting of shareholders of
the Company will be held on Tuesday, 16 December 2008 at 10:00 a.m.
at Radisson SAS Falconer, Falkoner Alle 9, DK-2000 Frederiksberg
with the following AGENDA 1. Proposals from the Board of Directors:
a. Authorisation to the Board of Directors to resolve to distribute
interim dividend. b. Authorisation to the Board of Directors (with
a right of substitution) to apply for registration of the
resolutions passed and to make any such amendments thereto as may
be required or requested by the authorities as a condition for
registration or approval. Re 1 a: The Board of Directors proposes
that the Board of Directors be authorised pursuant to Section 109a
of the Danish Companies Act to distribute interim dividend and that
the following authorisation be added as a new Section 3.8 of the
company's Articles of Association: "The Board of Directors has been
authorised by the general meeting to resolve to distribute interim
dividend." Re 1 b: The Board of Directors (with a right of
substitution) shall be authorised to apply for registration of the
resolutions passed and to make any such amendments thereto as may
be required or requested by the Danish Commerce and Companies
Agency, OMX Nordic Exchange Copenhagen A/S or any other authority
as a condition for registration or approval. * * * The general
meeting is only legally competent to transact business when at
least one-third of the share capital is represented, cf. Article
9(1) of the Articles of Association of the Company. Approval or
adoption of the proposals under items 1 a and 1 b requires simple
majority, cf. Article 9(2) in the Articles of Association of the
Company and Sections 77 and 109a(1) of the Danish Companies Act.
Notice convening the extraordinary general meeting will be sent to
all shareholders entered in the Company's register of shareholders
and/or ADR-holders who have registered their holdings with the
Company and who have so requested. The agenda with the complete
proposals will be available for review at the offices of the
Company at least 8 days prior to the extraordinary general meeting.
The documents will from the same time be available through the
Company's web site http://www.torm.com/. Admission cards to the
extraordinary general meeting may be obtained against presentation
of appropriate proof of identification (VP reference number) no
later than 4 days before the meeting from: VP Investor Services
A/S, tel. +45-4358-8892, fax +45-4358-8867. Voting cards may also
be ordered by shareholders being entitled to exercise their voting
rights, cf. Article 7(3) in the Articles of Association, by
contacting VP Investor Services within said deadline. On the date
of this notice convening the general meeting, the Company's share
capital is DKK 364,000,000.00 divided into shares of DKK 5.00 each
or any multiples thereof. Each shareholding of DKK 5.00 entitles
the holder to one vote at the general meeting. The exercise of
voting rights attaching to shares acquired by transfer is subject
to the shares having been registered in the Company's register of
shareholders or the shareholder having reported or documented his
or her acquisition no later than the day before this notice is
inserted in the leading Danish daily newspapers Berlingske Tidende
and Borsen, see Article 7(3) of the Articles of Association.
DATASOURCE: A/S Dampskibsselskabet TORM CONTACT: Contact: N. E.
Nielsen, Chairman of the Board, telephone +45-72-27-00-00. Mikael
Skov, CEO, tel.: +45-39-17-92-00. Roland M. Andersen, CFO, tel.:
+45-39-17-92-00.
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