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Board Of Directors' Report At TORM's Extraordinary General Meeting On 9 January 2013

Stock quotes in this article: TORM, TRMD

The conversion into new share capital will be described shortly. First, however, I will explain the basis of the Board of Directors' resolution to accept the restructuring agreement including the supplementary agreements.

The basis of the Board of Directors' decision

Since September 2011, TORM has retained the assistance of the international financial advisor Evercore Group LLC. In addition, the Board of Directors has obtained a valuation opinion letter from the international investment advisor Moelis & Company UK LLP and a valuation report from the accounting firm Ernst & Young with respect to the debt conversion and the issue of the new shares to the banks and the time charter partners in connection with the restructuring.

Having carefully considered the financial and operational position of the Company and the opinion letter from Moelis & Company UK LLP, the Board of Directors assessed that it would be in the best interests of the Company, its shareholders, creditors, other stakeholders and other interested parties to issue the new shares in the Company against conversion of the total consideration of USD 200 million from time charter partners and banks to allow TORM to continue its operations without bankruptcy or similar in-court proceedings.

The new shares were issued under the authorization given to the Board of Directors at the Annual General Meeting held on 23 April 2012.

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I will now provide an account of the changes to the share capital that took place on 5 November 2012.

Capital decrease

At TORM's Annual General Meeting held on 23 April 2012 it was decided to reduce the share capital of TORM by a nominal value of DKK 363,272,000 from DKK 364,000,000 nominal value to DKK 728,000 nominal value by transfer of the reduction amount to a special reserve fund and by changing the nominal amount per share (denomination) from DKK 5.00 to DKK 0.01 in accordance with section 188(1)(3) of the Danish Companies Act. One of the reasons for this was that new shares could not be issued at a price below the nominal value. Accordingly, TORM was unable to issue new shares prior to the capital reduction, as the share price was below DKK 5.

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