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

Stocks in this article: TORM TRMD

The same rights apply to the new shares as to the existing shares including that the new shares are also negotiable instruments, and no special restrictions apply to the transferability of the new shares under Danish company law.

TORM's existing share option programs were subsequently adjusted in accordance with the capital increase, but exercise prices still remain significantly higher than the current share price, and the share option programs are therefore "under water".

Acquisition of own shares

On 27 September 2012, in connection with the restructuring, TORM signed a separate agreement to acquire own shares from certain time charter partners, who were also parties to the restructuring. The agreement concerned the acquisition of 3,739,840 shares in TORM with an aggregate nominal value of DKK 37,398.40, corresponding to 0.5% of TORM's total share capital.

The shares were transferred immediately after the completion of TORM's restructuring on 5 November 2012, against the release of a claim of an estimated value of USD 0.6 million according to independent valuation. TORM's shares closed at DKK 2.72 and DKK 2.56 on NASDAQ OMX Copenhagen A/S on the date of the completion of the agreement and on the date of the share transfer, respectively.

Following prolonged negotiations, and supported by statements from various advisers, the Board of Directors assessed that the agreement to acquire own shares was the Company's only real opportunity of securing participation by the involved parties in the overall restructuring and thus avoid the serious and imminent detrimental effects to TORM and its stakeholders of a potential bankruptcy or other insolvency proceedings, cf. section 199 of the Danish Companies Act.

Listing prospectus

The new shares were issued and registered with the Danish Business Authority on 5 November 2012 at the completion of the restructuring. The shares were issued under a temporary ISIN code, which was combined with the ISIN code for the existing shares after the publication of a listing prospectus in early December 2012.

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