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Deutsche Bank Trust Company Americas
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60 Wall Street
New York, New York 10005
(212) 250-9100
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immediately upon filing
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on (Date) at (Time)
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum
aggregate price
per unit (1)
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Proposed maximum
aggregate offering
price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten common shares of Torm A/S
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n/a
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n/a
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n/a
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n/a
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Item Number and Caption
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Location in Form of Receipt
Filed Herewith as Prospectus
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1.
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Name and address of depositary |
Introductory Article
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2.
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Title of American Depositary Receipts and identity of deposited securities |
Face of Receipt, top center
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Terms of Deposit:
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(i) The amount of deposited securities represented by one unit of American Depositary Receipts
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Face of Receipt, upper right corner
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(ii) The procedure for voting, if any, the deposited securities
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Articles 14, 15, 17 and 18
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(iii) The collection and distribution of dividends
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Articles 6, 13, 14, 17 and 18
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(iv) The transmission of notices, reports and proxy soliciting material
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Articles 12, 14, 15, 17 and 18
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(v) The sale or exercise of rights
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Articles 13, 14, 17 and 18
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(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Articles 13, 14, 16, 17 and 18
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(vii) Amendment, extension or termination of the Deposit Agreement
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Articles 20 and 21
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(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
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Article 12
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(ix) Restrictions upon the right to deposit or withdraw the underlying securities
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Articles 2, 3, 4, 5, 6, 7, 8 and 23
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(x) Limitation upon the liability of the depositary
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Articles 17, 18, 19 and 21
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3.
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Fees and Charges |
Articles 9 and 23
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| Item Number and Caption |
Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Public reports furnished by issuer
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the United States Securities and Exchange Commission (the “Commission”). These reports can be inspected by holders of Receipts and copied at public reference facilities maintained by the Commission located at 100 F Street, NE, Washington, DC 20549, and at the principal executive office of the Depositary.
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Article 12
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(a)(1)
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Deposit Agreement. Deposit Agreement dated as of February 27, 2002, by and among Aktieselskabet Dampskibsselskabet Torm (the"Company"), Deutsche Bank Trust Company Americas (formerly Bankers Trust Company), as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed.
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(a)(2)
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Post-Effective Amendment No. 1 to Deposit Agreement. Post-Effective Amendment No. 1 to the Deposit Agreement dated as of April 4, 2002. Previously filed.
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(a)(3)
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Form of Post-Effective Amendment No. 2 to Deposit Agreement. Previously filed.
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(a)(4)
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Form of Post-Effective Amendment No. 3 to Deposit Agreement. Included herewith as Exhibit (a)(4).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed.
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(e)
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Certification under Rule 466. Included herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers and directors and the authorized representative of the Company. Set forth on the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt 30 days before any change in the fee schedule.
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Legal entity created by the agreement for the issuance of American Depositary Receipts for registered shares of TORM A/S
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By:
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Deutsche Bank Trust Company Americas,
As Depositary
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By:
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/s/ Christopher Konopelko
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Name:
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Christopher Konopelko
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Title:
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Director
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By:
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/s/ James Kelly
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Name:
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James Kelly
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Title:
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Vice President
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TORM A/S
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By:
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/s/ Roland M. Andersen
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Name:
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Roland M. Andersen
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Title:
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Chief Financial Officer | |
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By:
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/s/ Jacob Meldgaard *
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Name:
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Jacob Meldgaard
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Title:
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Chief Executive Officer
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By:
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/s/ Roland M. Andersen *
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Name:
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Roland M. Andersen
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Title:
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Chief Financial Officer
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By:
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/s/ Niels Erik Nielsen *
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Name:
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Niels Erik Nielsen
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Title:
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Chairman of the Board
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By:
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/s/ Christian Frigast *
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Name:
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Christian Frigast
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Title:
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Deputy Chairman of the Board
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By:
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/s/ Jesper Jarlbæk *
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Name:
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Jesper Jarlbæk
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Title:
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Director
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By:
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Name:
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Kari Millum Gardanar
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Title:
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Director
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By:
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Name:
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Rasmus Johannes Hoffmann
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Title:
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Director
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* By:
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/s/ Gary J. Wolfe
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| Name: Gary J. Wolfe | |||
| Title: Power of Attorney |
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald Puglisi
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Title:
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Managing Director
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