TORM plc (CPH:TRMD.A)
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205.80
+1.60 (0.78%)
May 1, 2026, 1:24 PM CET
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AGM 2024

Apr 11, 2024

Göran Trapp
Director, TORM plc

I would like to welcome you to the Annual General Meeting of TORM plc. I am Göran Trapp, the Director of TORM plc. It is now midday, and as we have a quorum, I now declare the meeting open. A video conference call has been set up for this meeting. As set out in the notice of meeting, shareholders cannot legally attend the meeting or vote on the business of the meeting virtually. However, it has been agreed that those persons on the conference call can attend the meeting informally. Present from our board today, we have myself, Göran Trapp, the Director of TORM plc. In addition, we have Nick Lindsay from Elemental, which is our company Secretary, and Christopher Everard, who is our General Manager.

The following Directors: Christopher Boehringer, Jacob Meldgaard, Göran Trapp, Annette Malm Justad, and David Weinstein, have jointly decided that only one Director, Göran Trapp, should attend on behalf of the board. Before turning to the formal proceedings, I will provide an overview of the company and its performance during the year from the board's perspective. First and foremost, I would like to express my gratitude for your unwavering support throughout the year. Your trust and confidence in TORM have been instrumental in our success, and I'm truly grateful for your continued commitment. As we reflect on the past year, we're pleased to report a strong performance driven by supportive market developments. Despite the volatility in the product tanker market, we have witnessed an increase in average TCE rates, reflecting the positive conditions that our industry currently benefits from.

With limited product tanker shipyard capacity and shifting trade patterns, both supply and demand remain favorable, providing a solid foundation for our operations. However, we remain vigilant in the face of geopolitical tensions, and we have intensified our monitoring and analysis to navigate those challenges effectively. The product tanker market in 2023 was significantly influenced by geopolitical events, particularly E.U. G7 sanctions against Russian oil. The sanctions, which officially took effect in February 2023, resulted in a notable increase in product tanker trading distances and freight rates due to the need for vessels to transport oil products over longer distances. Additionally, restrictions on Panama Canal transits led to vessel delays and rerouting, contributing to the strength of product tanker rates in certain regions, such as the U.S. Gulf.

The product tanker market remained resilient, supported by underlying growth in global oil demand and changes in the refinery landscape. Global oil demand reached and exceeded pre-COVID-19 levels in 2023, with clean petroleum products imports into certain regions, such as Australia and New Zealand, experiencing significant growth. Furthermore, new refining capacity coming online in the Middle East contributed to the strong rate environment, although some refineries faced issues with ramping up production. In addition, one of the cornerstones of our success is our One TORM platform. This integrated approach to commercial and technical management has enabled us to optimize vessel operations and capitalize on attractive regional freight markets. Throughout the use of advanced AI algorithms and the expertise of our skilled employees, we have consistently delivered superior returns on invested capital, achieving an adjusted return on invested capital of 27.6% in 2023.

In TORM, safety remains paramount in everything we do, and TORM pursues our One TORM Safety Culture, Driving Resilience initiative, setting high standards and expectations for excellence in performance. Central to this endeavor is the continuous implementation of the Five Safety I's, guiding the behavior of all TORM employees, both onshore and aboard our vessels. We are steadfast in our resolve to uphold the highest standards of safety excellence, ensuring the well-being of our crew members and the integrity of our operations. In line with our strategic objectives, we pursue innovation, and we have pursued selective fleet replenishment and growth initiatives, thus adding a total of 23 vessels to our fleet and selling 11 older vessels. By selling older vessels and acquiring newer, eco-friendly vessels, we have enhanced the environmental profile of our fleet while positioning ourselves for future opportunities.

Our collaboration with Seabulk in the Tanker Security Program, TSP, further underscores our commitment to value-enhancing partnerships. Additionally, our focus on sustainability and the green transition remains steadfast. We are committed to people at TORM, and that means that we are committed to our communities and the environment as a whole. We are deeply committed to reducing our carbon footprint and embracing the industry's decarbonization challenges. Our achievements in 2023, including a 39.6% reduction in carbon intensity compared to 2008, demonstrating our progress toward our 2025 targets. However, we recognize that our work is far from done, and we are committed to raising the bar even further in the years to come.

Finally, I am pleased to announce that our strong financial performance has enabled us to declare dividends totaling $497 million in 2023, representing a significant return to our investors and a testament to the hard work and dedication of our employees. We are proud to once again live up to our ambition of always delivering strong results. Lastly, I would like to thank our seafarers and onshore staff for their hard work and the dedication they have shown every day throughout this challenging year. I am confident that based on the One TORM mindset and the strong safety-first principles, TORM will continue to deliver on our promises to our customers, our shareholders, and other stakeholders. Thank you very much. I would now like to start the formal proceedings of this Annual General Meeting .

The notice of the Annual General Meeting , together with the explanatory notes, was issued on the 7th of March, 2024. Accordingly, the requisite notice of the meeting has been given. I therefore propose that the notice of meeting should be taken as read. Thank you.

To reflect the views of TORM's shareholders more accurately, voting today will be done by way of the poll on each of the resolutions put to the meeting. I'm appointing Nick Lindsay, the company secretary, to act as scrutineer. I hereby confirm that as Chair of the AGM, I would vote all proxies received as per the proxy's instructions, and that, in addition, I will vote in favor of all resolutions for the proxies where I have the discretion to do so. I shall now ask Chris Everard, the General Manager of TORM plc, to confirm that as corporate representative of OCM Njord Holdings S.à r.l., he will be voting in favor of all of the resolutions to the extent that he's permitted to do so.

Chris Everard
General Manager, TORM plc

I confirm.

Göran Trapp
Director, TORM plc

There are three options for each resolution: to vote for the proposed resolution, to vote against the proposed resolution, or to withhold a vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution. The slides that will appear on the screen set out the votes representing all the proxies received and the vote of OCM Njord Holdings as they are. We will now proceed to vote on the resolutions, which I will formally propose to the meeting. The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received. Resolutions one to 11 are proposed as ordinary resolutions.

For each of those resolutions to be passed, more than half of the votes cast must be in favor of the resolution. Resolution 12, 13, and 14 are proposed as special resolutions. For each of those resolutions to be passed, at least three quarters, three-quarters of the votes cast must be in favor of the resolution. I will now hand over the Chair to Christopher Everard to deliver the results of the resolutions.

Chris Everard
General Manager, TORM plc

Thank you. The first resolution is to receive and adopt the Annual Report and Accounts for the year ending 31st December 2023. I now propose that the Annual Report and Accounts for the year ending 31st December 2023 be received and adopted. I confirm that as set out in the summary of this resolution, it has now been passed. The second resolution is to seek approval of the Directors' Remuneration Report . I now propose that the Directors' Remuneration Report , as set out in the Annual Report and Accounts for the financial year ending 31st December 2023, be approved. I confirm that as set out in the summary, this resolution has been passed. The third resolution is to seek approval of the Directors' Remuneration Policy .

I now propose that the Directors' Remuneration Policy , as set out in the Annual Report and Accounts for the financial year ending 31 December 2023, be approved. I can confirm that as set out in the summary, this resolution has been passed. Resolution 4 is to reappoint the company's auditors. The Board of Directors recommends that Ernst & Young LLP be reappointed as the auditors of the company until the conclusion of TORM's next Annual General Meeting , and that the Directors be authorized to fix the remuneration. Resolution 4 deals with the appointment, and resolution 5 deals with remuneration. I now propose that Ernst & Young be reappointed as auditors. I confirm that as set out in the summary of this resolution, it has now been passed. Resolution 5 is to fix the company's auditors' remuneration.

I propose that the Directors be authorized to fix the auditors' remuneration, and I confirm that, as set out in the summary, this resolution has been passed. Resolution 6 is to seek approval of the payment of a final dividend. I now propose that a final dividend for the year ending 31st December 2023, of $1.36 per A Share to be paid to the holders of A Shares on the register of members at the close of business on 16th April 2024. I confirm that, as set out in the summary, this resolution has been passed. Resolution 7 to 10 concern the re-election of Christopher H. Boehringer, Annette Malm Justad, Göran Trapp, and Jacob Meldgaard as Directors, each of whom retires and being eligible, are offering themselves for re-election at this Annual General Meeting.

The Board of Directors recommends that each of the Directors be re-elected as Director of the company. I now propose that Christopher H. Boehringer be re-elected as a Director. I confirm that as set out in this summary, this resolution has been passed. I now propose that Göran Trapp be re-elected as a Director, and I confirm that as set out in this summary, this resolution has been passed. I now propose that Annette Malm Justad be re-elected as a Director, and I confirm that as set out in this summary, this resolution has been passed. I now propose that Jacob Meldgaard be re-elected as a Director, and I confirm that as set out in this summary, this resolution has been passed. Resolution 11 is to renew the existing allotment authorities.

I propose that the existing allotment authorities be renewed, and I can confirm that as set out in this summary, this resolution has been passed. Resolution 12 is to renew the existing disapplication authorities, and I propose that the existing disapplication authorities be renewed. I confirm that as set out in this summary, this resolution has also been passed. Resolution 13 is to approve the company's authority to make limited market purchases of its own A shares.

I propose that the authority to make limited market purchases of the company's A shares be approved, and I can confirm, as set out in this summary, this resolution has also been passed. Resolution 14 is to reduce the company's Share Premium Account . I propose that the company's Share Premium Account be reduced by $300 million. I confirm that as set out in this summary, this resolution has also been passed. I will now hand back to the Chair, Göran Trapp.

Göran Trapp
Director, TORM plc

That concludes the business of this meeting. The final results of the meeting will be announced to the markets through our regulatory information service and posted on our website as soon as practicable. We are keen to hear your views and to answer your questions on the business of the AGM. So we recommend that you submit your questions in the Q&A section of the webcast, and we will respond individually to you via email. Thank you very much.

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