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Board Of Directors' Report At TORM A/S' Annual General Meeting On 11 April 2013

The Annual Report 2012 was provided with an independent auditors' report without any qualification.

Share price development

The average daily trading volumes in 2012 were approximately 113,000 on NASDAQ OMX and 31,000 American Depository Receipts (ADRs). The share price deteriorated from DKK 3.9 per share at the beginning of 2012 to DKK 1.7 per share at the end of 2012.

At the Company's Extraordinary General Meeting on 9 January 2013 and in Company Announcement no. 1 of the same date, the former Board of Directors set out the changes in the share capital in detail. The current status is that TORM's issued share capital amounts to DKK 7,280,000 nominal value, equal to 728,000,000 shares of a nominal value of DKK 0.01 each.

In 2012, TORM ensured continued compliance with the NASDAQ rules by changing the ratio of its ADRs to its Common Shares from 1:1 to 1:10. The present situation is that the ADR program represents approximately 0.5% of the Company's total share capital. The Board of Directors finds that it would be in the interest of the Company to delist the ADR program due to its limited size, and the costs involved with a listing on NASDAQ and the reporting and filing obligations under the U.S. Securities Exchange Act. The Annual General Meeting will consider this proposal under item 7.b.

Dividend

The Board of Directors proposes that no dividend be distributed for the financial year 2012.

Market developments in 2013

In the product tanker segment, the first quarter is seasonally stronger than the following two quarters, and during the first months of 2013, average freight rates have exceeded the level obtained in the comparable periods since the onset of the crisis.

Going forward, TORM expects increasing oil consumption and increased ton-mile effects from relocation of refinery capacity to increase demand. The supply side is still affected by the tonnage influx in 2008-2012, which resulted in ample tonnage supply. However, a moderate order book, scrapping of existing tonnage and possible postponement of newbuildings will reduce the increase in supply and impact rates positively. Freight rates are expected to be volatile, and the number of future newbuilding orders remains uncertain.

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