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COPENHAGEN, Denmark, April 29, 2010 (GLOBE NEWSWIRE) -- ARTICLES OF ASSOCIATION of TORM A/S
1.1. The Company's name is TORM A/S.
1.2. The Company also carries out business under the secondary names Aktieselskabet af 3. November 1986 (TORM A/S), BWT 3 ApS (TORM A/S) and Aktieselskabet Dampskibsselskabet TORM (TORM A/S).
1.3. The objects for which the Company has been established are to carry out business within shipping, chartering and other transport services, to make investments, including in real property, and to carry on such other business as the Board of Directors may deem incidental to the attainment of the said objects. The objects may be attained by ownership in whole or in part, including as shareholder, partner or otherwise of any other business which has one or more of the objects set out above.
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. The Board of Directors is authorised in the period until 31 December 2011, in one stage, with or without any preemption rights for the existing shareholders, to resolve by unanimous resolution to raise loans for a total amount of up to DKK 700,000,000 against the issuance of convertible debt instruments entitling the holder to subscribe for shares in the Company. The loans must be paid in cash to the Company. The Board of Directors will by unanimous resolution lay down the specific terms and conditions for the convertible debt instruments being issued under this authorisation. If the shareholders' preemption rights are excluded, conversion may not take place at a price, which is lower than the market price of the Company's shares at the time of the issuance of the converti-ble debt instruments.