UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2013
Commission File Number: 000-49650
TORM A/S
(Translation of registrant's name into English)
Tuborg Havnevej 18
DK-2900 Hellerup
Denmark
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [x] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Set forth herein as Exhibit 99.1 is a copy of Announcement No. 2 - 2013 issued by TORM A/S to The Copenhagen Stock Exchange on January 9, 2013.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TORM A/S
(registrant)
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Dated: January 15, 2013
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By:
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/s/ Jacob Meldgaard
Name: Jacob Meldgaard
Title: Chief Executive Officer
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Exhibit 99.1
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| Results from TORM's Extraordinary General Meeting on 9 January 2013 |
At the Extraordinary General Meeting the following took place:
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The Board of Directors' proposal to delete the authorizations in Section 2.3 to 2.14 of the Articles of Association in their entirety as a consequence of the restructuring agreement was approved, cf. item 2.a of the agenda.
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The Board of Directors' proposal to amend Section 5.6 of the Articles of Association as a result of the name change of the Danish Business Authority was approved, cf. item 2.b of the agenda.
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The Board of Directors' proposal to amend Section 10.2 of the Articles of Association in order to establish certain minority protection rights in connection with an increase of the share capital was approved, cf. item 2.c of the agenda. The additional proposal that only the same qualified majority vote can change the new items (i) and (ii) of the amended Section 10.2 was also approved, cf. item 2.c of the agenda.
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The Board of Directors' proposal to amend Section 10.3 of the Articles of Association, on special quorum and voting requirements, as a consequence of proposal 2.c, was approved, cf. item 2.d of the agenda.
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The Board of Directors' proposal to amend Section 10.5 of the Articles of Association, for qualified approval requirements for decisions at a subsequent general meeting where a quorum requirement has not been met at the first general meeting at which the proposal was for treatment, as a consequence of proposal 2.c was approved, cf. item 2.e of the agenda.
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The Board of Directors' proposal to amend Section 12.2 of the Articles of Association to change the election period for members of the Board of Directors was approved, cf. item 2.f of the agenda.
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Mr. Olivier Dubois, Mr. Alexander Green, Mr. Flemming Ipsen, and Mr. Jon Syvertsen were elected as new members of the Board of Directors in accordance with Section 12.1 and 12.2 of the Articles of Association, cf. item 3 of the agenda. For information about the above mentioned persons' managerial positions see Appendix 2, cf. Section 120, paragraph 3 of the Companies Act. Mr. N.E. Nielsen, Mr. Christian Frigast, and Mr. Jesper Jarlbæk had prior to the Extraordinary General Meeting informed the Company that they offered their mandates as members of the Board of Directors, cf. item 3 of the agenda.
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At a Board meeting held immediately after the Extraordinary General Meeting, the Board of Directors appointed Mr. Fleming Ipsen Chairman and Mr. Olivier Dubois Deputy Chairman. Accordingly, the Board of Directors is composed as follows:
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Fleming Ipsen (Chairman)
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Olivier Dubois (Deputy Chairman)
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Alexander Green
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Jon Syvertsen
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Kari Millum Gardarnar (elected by the employees)
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Rasmus Johannes Hoffmann (elected by the employees)
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Announcement no. 2 / 9 January 2013
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Results from TORM's Extraordinary General Meeting 9 January 2013
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1 of 2
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Contact TORM A/S
Jacob Meldgaard, CEO, tel.: +45 3917 9200
Roland M. Andersen, CFO, tel.: +45 3917 9200
C. Søgaard-Christensen, IR, tel.: +45 3076 1288
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Tuborg Havnevej 18
DK-2900 Hellerup, Denmark
Tel.: +45 3917 9200 / Fax: +45 3917 9393
www.torm.com
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About TORM
TORM is one of the world's leading carriers of refined oil products as well as a significant player in the dry bulk market. The Company runs a fleet of approximately 110 modern vessels in cooperation with other respected shipping companies sharing TORM's commitment to safety, environmental responsibility and customer service.
TORM was founded in 1889. The Company conducts business worldwide and is headquartered in Copenhagen, Denmark. TORM's shares are listed on NASDAQ OMX Copenhagen (ticker: TORM) and on NASDAQ in New York (ticker: TRMD). For further information, please visit www.torm.com.
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Safe Harbor statements as to the future
Matters discussed in this release may constitute forward-looking statements. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and statements other than statements of historical facts. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although TORM believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, TORM cannot guarantee that it will achieve or accomplish these expectations, beliefs or projections.
Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward- looking statements include the conclusion of definitive waiver documents with our lenders, the strength of the world economy and currencies, changes in charter hire rates and vessel values, changes in demand for "tonne miles" of oil carried by oil tankers, the effect of changes in OPEC's petroleum production levels and worldwide oil consumption and storage, changes in demand that may affect attitudes of time charterers to scheduled and unscheduled dry-docking, changes in TORM's operating expenses, including bunker prices, dry-docking and insurance costs, changes in the regulation of shipping operations, including requirements for double hull tankers or actions taken by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, potential disruption of shipping routes due to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by TORM with the US Securities and Exchange Commission, including the TORM Annual Report on Form 20-F and its reports on Form 6-K.
Forward-looking statements are based on management's current evaluation, and TORM is only under an obligation to update and change the listed expectations to the extent required by law.
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Announcement no. 2 / 9 January 2013
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Results from TORM's Extraordinary General Meeting 9 January 2013
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2 of 2
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