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Company announcement
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Contact
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TORM plc
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Christopher H. Boehringer, Chairman, tel.: +45 3917 9200
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Suite 105, 20 St Dunstan’s Hill
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Jacob Meldgaard, Executive Director, tel.: +45 3917 9200
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London, EC3R 8HL, United Kingdom
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Christopher Everard, General Manager, tel.: +44 7920 494 853
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Tel.: +44 203 795 2794
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Kim Balle, Chief Financial Officer, tel.: +45 3917 9200
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www.TORM.com
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 1 / 14
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Company announcement
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 2 / 14
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Company announcement
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 3 / 14
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Company announcement
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 4 / 14
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Company announcement
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| (i) |
The Articles of Association of the Company
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| (ii) |
This Circular
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| (iii) |
A memorandum setting out the terms of the contracts for services of the Executive Director and each of the non-Executive Directors
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 5 / 14
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 6 / 14
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Company announcement
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Deadline for receipt of Forms of Proxy for the Annual General Meeting
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18:00 (BST) on 11 April 2023
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Deadline for submission of questions related to the Annual General Meeting
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18:00 (BST) on 11 April 2023
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Time and date of Annual General Meeting
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12:00 noon (BST) on 13 April 2023
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Expected Effective Time of the Resolutions
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12:00 noon (BST) on 13 April 2023*
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 7 / 14
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Company announcement
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AGM or Annual General Meeting
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The Annual General Meeting of the Company to be held on 13 April 2023 (or any adjournment thereof), notice of
which is set out at the end of this Circular.
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Articles of Association
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The Articles of Association of the Company adopted by special resolution on 15 March 2016 and amended by
special resolution on 14 April 2021.
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A-shares
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The A-shares of USD 0.01 each in the capital of the Company.
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Board of Directors, the
Board or the Directors
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The Board of Directors of the Company.
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B-share
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The B-share of USD 0.01 in the capital of the Company.
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BST
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British Summer Time.
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Business day
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Any day other than a Saturday or Sunday on which banks are open for normal banking business in London.
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Circular
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This document including, for the avoidance of doubt, the Letter from the Chairman, Notice of Annual General
Meeting and the Form of Proxy.
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Companies Act
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The Companies Act 2006, as amended, supplemented or replaced from time to time.
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Company
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TORM plc.
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C-share
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The ordinary C-share of USD 0.01 in the capital of the Company.
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Effective time
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The time at which the Resolutions are expected to become effective, being 12:00 noon (BST) on 13 April 2023
or such other time as the Directors may in their absolute discretion determine.
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Form of Proxy
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The Form of Proxy appended to this Circular for the use of the shareholders in voting at the AGM.
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Nasdaq in Copenhagen
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The stock exchange known as Nasdaq in Copenhagen where the shares are listed and available for trade.
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Nasdaq in New York
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The stock exchange known as Nasdaq in New York where the shares are listed and available for trade.
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Ordinary Resolutions
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The Ordinary Resolutions to be proposed at the AGM which are set out in the notice convening the AGM at the
end of this Circular.
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Registered office
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Suite 105, 20 St Dunstan’s Hill, London EC3R 8HL, United Kingdom.
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Resolutions
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The resolutions to be proposed at the AGM which are set out in the notice convening that meeting at the end
of this Circular.
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Shares
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As the context indicates, the A-shares, the B-share and the C-share of USD 0.01 in the capital of the
Company.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726 |
COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 8 / 14
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Company announcement
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Shareholders
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Holders of shares.
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Euronext Investor Services
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Euronext Securities (https://www.vp.dk) administers the shares
listed on Nasdaq in Copenhagen.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 9 / 14
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Company announcement
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| 1 |
THAT the Company’s Annual Report and accounts for the financial year ended 31 December 2022 (the “Annual Report”), together with the Directors’ report and the Auditor’s report on those accounts, be received and adopted.
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| 2 |
THAT the Company's Remuneration Report, as set out on pages 100 to 110 of the Company’s Annual Report, be approved together
with and the Auditor’s report on it.
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| 3 |
THAT Ernst & Young LLP be reappointed as auditor of the Company to hold office from the conclusion of this meeting until
the conclusion of the next general meeting of the Company at which accounts are laid.
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| 4 |
THAT the Directors be authorized to fix the remuneration of the auditors.
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| 5 |
THAT the Company’s Non-Executive Director and Chairman, Christopher H. Boehringer, is reappointed as Director of the
Company.
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| 6 |
THAT the Company’s Non-Executive Director, Göran Trapp, is reappointed as Director of the Company.
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| 7 |
THAT the Company’s Non-Executive Director, Annette Malm Justad, is reappointed as Director of the Company.
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| 8 |
THAT the Company’s Executive Director, Jacob Meldgaard, is reappointed as Director of the Company.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 10 / 14
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Company announcement
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| (a) |
Only those shareholders registered in the Company's register of members at:
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| (i) |
18:00 (BST) on 11 April 2023; or,
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| (ii) |
if this meeting is adjourned, at 18:00 (BST) on the day two days prior to the adjourned meeting,
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| (b) |
Information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at www.torm.com.
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| (c) |
If you wish to attend the meeting in person, please attend the Company’s office at Suite 105, 20 St Dunstan’s Hill, London EC3R 8HL, United Kingdom on 13 April
2023 at 12:00 noon (BST).
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| (d) |
If you are a shareholder who is entitled to attend and vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights
to attend, speak and vote at the meeting, and you should have received a proxy form with this notice of meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a
proxy using the procedures set out in these notes and the notes to the Proxy Form. To appoint more than one proxy, please contact the Company on tel. +44 203 795 2794.
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| (e) |
To be valid, an instrument appointing a proxy and any power of attorney or other authority under which the proxy instrument is signed (or a notarially certified
copy thereof) must be deposited at the Company's registered office by 18:00 (BST) on 11 April 2023.
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| (f) |
The completion and return of a Proxy Form will not affect the right of a member to attend, speak and vote in person at the meeting convened by this notice. If you
have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
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| (g) |
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. 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 he or she thinks fit in relation to any other matter which is put before the meeting.
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| (h) |
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder
will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
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| (i) |
Shareholders may change proxy instructions by submitting a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy
appointments also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
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| (j) |
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
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| (k) |
A shareholder may change a proxy instruction, but to do so you will need to inform the Company in writing by either:
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| (i) |
sending a signed hardcopy notice clearly stating your intention to revoke your proxy appointment to the Company. In the case where a shareholder is a company, the
revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a
duly certified copy of such power or authority) must be included with the revocation notice; or
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| (ii) |
sending an email to ir@torm.com.
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| (l) |
In either case, the revocation notice must be received by the Company no later than 18:00 (BST) on 11 April 2023.
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| (m) |
If you attempt to revoke your proxy appointment, but the revocation is received after the time specified, your original proxy appointment will remain valid unless
you attend the meeting and vote in person.
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| (n) |
A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided
that no more than one corporate representative exercises powers over the same share.
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| (o) |
As at 18:00 (BST) on 9 March 2023, which is the latest practicable date before publication
of this notice, the Company's issued share capital comprised 82,332,568 ordinary shares of USD 0.01 each (made up of 82,332,566 A-shares, 1 B-share and 1 C-share).
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| (p) |
Each A and B-share carries the right to one vote on all Resolutions proposed at this Annual General Meeting. The C-share carries the right to 350,000,000 votes in
respect of those matters set out in Article 4.7 of the Articles of Association but otherwise carries no right to vote. As a result, the ordinary C-share carries no right to vote on Resolutions 1-4 proposed at this Annual General Meeting but
does carry the right to vote on Resolutions 5-8 proposed at this Annual General Meeting. 493,371 A-shares are held by the Company as treasury shares and are therefore not eligible for voting. Accordingly, the total number of voting rights
in the Company in respect of Resolutions 1-4 proposed at this Annual General Meeting as of 9 March 2023 is 81,839,196, and the total number of voting rights in the Company in respect of Resolutions 5-8 proposed at this Annual General
Meeting as of 9 March 2023 is 431,839,196.
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| (q) |
Any member attending the meeting has the right to ask questions. The Company must answer all question related to the business being dealt with at the meeting
unless:
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| (i) |
answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
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| (ii) |
the answer has already been given on a website in the form of an answer to a question; or
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| (iii) |
it is undesirable in the interest of the Company or the good order of the meeting that the question be answered.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 11 / 14
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Company announcement
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| (r) |
A memorandum which outlines the key terms of the contracts for services of the Executive Director and each of the non-Executive Directors is available for
inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting.
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| (s) |
The quorum for the meeting is two or more members who are entitled to vote on each of the Resolutions proposed at this AGM of the Company, present in person or by
proxy or a duly authorized representative of a corporation which is a member.
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| (t) |
The Ordinary Resolutions must be passed by a simple majority of the total number of votes cast for and against such Resolution.
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| (u) |
At the meeting, the vote may be taken by show of hands or by poll. On a poll, every member who is present in person or by proxy shall be entitled to one vote for
every share held, except for the C-share which is entitled to 350,000,000 votes in respect of those Resolutions as set out in note (p) above.
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| (v) |
If, within five minutes after the time appointed for the meeting (or such longer interval not exceeding one hour as the Chairman of the meeting may think fit to
allow) a quorum is not present, the meeting shall stand adjourned to a day (but not less than ten days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened), time and place to be decided by the
Chairman, and at such adjourned meeting one member present in person and by proxy shall be a quorum.
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| (w) |
Pursuant to regulation 41 of The Uncertificated Securities Regulations 2001, members will be entitled to attend and vote at the meeting if they are registered on
the Company's register of members at 18:00 (BST) on 11 April 2023.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 12 / 14
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Company announcement
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1
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The Chairman of the Meeting; or
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No. of shares:
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2
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……………………………………………………….……………………………………………………………........................................……………
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(Name and address of proxy in capital letters)
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| For | Against | Withheld | |||||
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ORDINARY RESOLUTIONS
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Resolution 1 – (Adoption of the Annual Report and accounts)
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Resolution 2 – (Remuneration Report)
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Resolution 3 – (Appointment of Ernst & Young LLP)
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Resolution 4 – (Fix remuneration of the Auditors)
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Resolution 5 – (Reappointment of Christopher H. Boehringer)
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Resolution 6 – (Reappointment of Göran Trapp)
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Resolution 7 – (Reappointment of Annette Malm Justad)
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Resolution 8 - (Reappointment of Jacob Meldgaard)
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Signature(s)
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………………….....................................................
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Dated
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……………..…...…………….
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Name:
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…………………..............................................................................................…….............................................................................................................(in
capital letters)
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Initials and surnames of joint holders if any
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Address
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………………….....................................................
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VP reference no.:
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…………….......……………….
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………………….....................................................
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………………….....................................................
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 13 / 14
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Company announcement
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| (a) |
As a member of the Company, you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of
the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter the number of shares in relation to which they are authorized to act
as your proxy in the box next to the proxy’s name. If this box is left blank, they will be authorized in respect of your full voting entitlement.
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| (b) |
Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your
proxy appointment will automatically be terminated.
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| (c) |
A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint as your proxy someone other than the
Chairman of the meeting, cross out the words "the Chairman of the Meeting" and write on the dotted line the full name and address of your proxy. The change should be initialled.
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| (d) |
In the case of a corporation, the proxy form must be expressed to be executed by the corporation and must be signed by a Director and the secretary or by two
Directors or under the hand of a duly authorized officer or attorney.
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| (e) |
In the case of joint holders, the vote of the person first named in the register of members tendering a vote will be accepted to the exclusion of the votes of the
other joint holders.
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| (f) |
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to
exercise rights attached to any one share. If you are appointing more than one proxy, please indicate the number of shares in relation to which they are authorized to act as your proxy and indicate that the proxy appointment is one of
multiple appointments being made next to the proxy holder’s name. Multiple proxy appointments should be returned in the same envelope.
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| (g) |
To direct your proxy on how to vote on the resolutions, mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "withheld"
box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
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| (h) |
In the absence of instructions, the appointed proxy may vote or abstain from voting as he or she thinks fit on the specified resolution and, unless instructed
otherwise, the appointed proxy may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
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| (i) |
You are requested to complete and send this Form of Proxy (or a notarially certified copy thereof) by regular mail to the Company's registered office. To be valid,
this form must be completed and deposited at the Company's registered office together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority certified notarially, by 18:00 (BST) on 11 April
2023.
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TORM PLC | SUITE 105, 20 ST. DUNSTANS HILL
LONDON, EC3R 8HL, UNITED KINGDOM| COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 06
16 MARCH 2023
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PAGE 14 / 14
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