Shares on the Copenhagen Stock Exchange
Listing
Our shares are listed on the Copenhagen Stock Exchange (ISIN code DK0010281468; short name TORM).
Denomination of the shares
Our shares are registered with the Danish Securities Centre in the denomination of DKK 5.
Class of shares
We have only one class of shares and none of our shares have special rights. The shares are negotiable, may be freely traded and are issued to the bearer.
How to register
It is important to us to provide our investors with information about our company, so we encourage our shareholders to register in TORM’s Register of Shareholders. Although our shares are issued to the bearer, they may be registered in the name of the shareholder in the Register, which can be arranged by the shareholder’s custodian institution. We automatically notify our shareholders of our general meetings, financial statements, and annual reports.
Share capital
Our share capital is comprised of 78,800,000 DKK 5 shares - this is equivalent to a nominal share capital of DKK 364,000,000.
Voting rights
Each share of DKK 5 entitles our shareholders to one vote at our General Meetings.
Dividends
We declare dividends by the Annual General Meeting. We pay dividends through the Danish Securities Centre to the credit of the shareholder’s account with his or her custodian institution. We will generally deduct withholding tax, in keeping with Danish tax rules.
ADRs
TORM NASDAQ Listing
An ADR, deposited with Danske Bank as the local custodian, is a receipt that gives evidence of the ownership of an underlying common share. Our ADRs are quoted on the NASDAQ national market. Each of our ADRs represents one common share, with a par value of DKK 5 per share.
We are pleased to have entered into an agreement with Deutsche Bank Trust Co. Americas (DBTCA) where DBTCA will act as our depositary bank. Common shares may be deposited with Danske Bank and DBTCA will issue the ADR against the deposit. An ADR may be issued by the depositary bank in either book entry form at the Depositary Trust Company (DTC), or in certified form.
The ADR is quoted in USD and dividend payments made will be paid to our shareholders in USD.
Conversion of shares traded on the Copenhagen Stock Exchange into NASDAQ traded ADRs
We encourage our investors who wish to purchase TORM ADRs to contact local brokers who are listed as members of the Copenhagen Stock Exchange, so that the investors can request for TORM common shares to be converted into TORM ADRs. Those investors who do not already hold TORM common shares will need to ask the brokers to purchase them on their behalf. Once the TORM common shares are secured (in some cases, we realise our existing shareholders may wish to convert their common shares to ADRs), the broker must advise the depositary bank, Deutsche Bank Trust Company Americas (DBTCA), of the conversion from common shares (ISIN DK0010281468) to TORM ADRs (ISIN US00208W1099), and then instruct the delivery of the ordinary shares to DBCTA local custodian, Danske Bank.
Contact details for both banks:
Deutsche Bank Trust Company Americas
Zeena Patel
Broker Services Desk
Tel: +44 207 547 6500
Fax: +44 207 547 9995
E-mail: zeena.patel@db.com
Danske Bank
Custodian Services
Account Name: Deutsche Bank Trust Company Americas
Account Number: 3002409763
Tel: +45 43 39 47 97
Fax: +45 43 39 49 52
E-mail: custodian.services@danskebank.dk
Swift Address: DABADKKK
Once local shares have been received by Danske Bank via the Danish Securities Centre (Vaerdipapircentralen), Danske Bank confirms the settlement of the common shares to DBTCA. DBTCA instructs the delivery of the converted NASDAQ listed ADRs to the DTC (Depositary Trust Company) account, following the broker’s instructions, on the same day.
ADR Holdings
Our investors can hold ADRs in either registered or beneficial form. A registered holder’s name appears on the books of the depositary. A beneficial holder’s ADRs are registered in a name other than their own, such as in that of a bank, broker or nominee. Beneficial holders can transfer their ADRs into registered form by instructing their nominee, who will arrange to transfer the position through the depositary. Then, the depositary sends an ADR certificate to the newly registered holder, or credits a book entry account in the holder’s name.
We ask our registered holders who wish to transfer their holdings to another party to complete the stock power on the back of their certificate, arrange for a bank or broker to place a Medallion Guaranty on the stamp, and send the certificate to:
Deutsche Bank Trust Company Americas
ADR Unit / Transfer Department
85 Challenger Road
Ridgefield Park, NY 07066
DB-Direct Investor Services Programme
As with any other US security, our ADRs can be purchased through a broker, but we also provide the opportunity for TORM ADRs to be purchased through the DB-Direct Investor Services Programme. This is a dividend reinvestment and direct purchase plan open to our existing shareholders, as well as to our new investors. Through it, our shareholders can buy initial and additional ADRs, sell their ADRs, and reinvest their dividends at low costs. You will find the procedure for this clearly explained on the DB-Direct website: please go to www.adr.db.com and select the DB-Direct tab.
Dividend payments
We pay dividends to ADR holders in US dollars. Entitlements are transferred to our benefit holders from their nominees. We are happy to mail cheques to our registered ADR holders, or to deposit their dividends directly into their personal checking account, using an Electronic Funds Transfer. We are also happy to arrange for the reinvestment of dividends. If you would like to enrol, guidelines are also available at www.adr.db.com under the DB-Direct tab.
We provide our ADR investors with English-language shareholder materials. We also provide investors who hold shares in advance of the record date set by the depositary with a meeting agenda, a voting instruction form, and other relevant materials.
For more information about your ADRs, please visit www.adr.db.com or call +1-866-249-2593.
Ownership
At 8 March 2007, we had 9,659 shareholders, who were registered as holding a total of 84.8 % of the share capital.
Three of our shareholders have informed us that they own more than 5 % of the share capital of TORM:
Name Shares (*) %
Beltest Shipping Company Ltd. (Cyprus) 11,704,550 32.2
Menfield Navigation Company Limited (Cyprus)
A/S Dampskibsselskabet - TORM’s Understøttelsesfond
(employee pension fund) 7,282,352
2,278,440 20.0
6.3
(*) Number of shares held at the time of announcement, adjusted for bonus share issue in May 2004
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