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

By publication of the resolution to reduce the Company's share capital via the IT system of the Danish Business Authority on 23 April 2012, TORM's creditors were notified of the resolution and given the statutory four-week period for filing claims from 23 April 2012 under section 192(1) of the Danish Companies Act. By the end of the statutory creditor notice period, TORM had not received notice of any claims outside the ordinary course of business which were not waived or settled in connection with the completion of the restructuring.

On 5 November 2012, as part of the restructuring, the Board of Directors decided to complete the capital reduction pursuant to the resolution passed at TORM's Annual General Meeting held in April 2012.

Capital increase

At TORM's Annual General Meeting held on 23 April 2012 the Board of Directors was also among others also authorized to increase the share capital of TORM by up to a total nominal value of DKK 2,400,000,000 by payment in cash, conversion of debt or contribution of assets other than cash without pre-emptive subscription rights for the existing shareholders at a rate discounted to the market price, as per article 2.14 of the Articles of Association.

Following the decision to reduce the share capital as described above, the Board of Directors decided to exercise the authorization in article 2.14 of the Articles of Association to increase the share capital of TORM by a nominal value of DKK 6,552,000 by issuance of 655,200,000 shares of a nominal value of DKK 0.01 each.

The capital increase comprised a directed issue of new shares by conversion of debt of DKK 1,174,100,581 in total (approximately USD 200 million) pursuant to the terms of the restructuring agreement and supplementary agreements to TORM's banks and time charter partners or their assignees. The capital increase was fully subscribed for the aggregate of 655,200,000 new shares of a nominal value of DKK 0.01 each, at a subscription price of DKK 1.79 per share of DKK nominal value 0.01 each (approximately USD 0.31 per share). The new shares issued corresponded to 90% of TORM's registered share capital and votes following the registration of the capital increase with the Danish Business Authority. TORM's issued share capital now amounts to DKK 7,280,000 nominal value, equal to 728,000,000 shares of a nominal value of DKK 0.01 each.

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