TORM plc (CPH:TRMD.A)
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May 1, 2026, 1:24 PM CET
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AGM 2023

Apr 13, 2023

Annette Malm Justad
Non-Executive Director, TORM

Hello everyone, and welcome to everyone to the annual general meeting of TORM plc. I am Annette Malm Justad, a 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 you set out in the notice of the 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 the board today, we have myself, Annette Malm Justad, a director of TORM plc. In addition, we have Rebecca Sole from uncertain, our Company Secretary, and Christopher Everard, our General Manager.

The following directors, Christopher H. Boehringer, Jacob Meldgaard, Göran Trapp, Annette Malm Justad, and David Weinstein, have jointly decided that only one director, which is myself, should attend on behalf of the board. We will start with the review of the year, that's before we start the formal proceedings. I will provide an overview of the company and its performance during the year from the board's perspective. In 2022, the world economy and the public tanker markets were significantly impacted by the changes in the geopolitical landscape. At the beginning of Russia's war against Ukraine, TORM decided to stop transporting Russian products, in the following months, new trading patterns started to take shape.

The One TORM platform proved to be ready to utilize the new market dynamics. For 2022, we could report the highest result in our history with an EBITDA of $743 million. Russia's invasion of Ukraine on the 24th of February 2022 triggered several oil market players to self-sanction Russian oil, which was followed by the more formal sanction packages introduced by the U.S., the U.K., and the EU. Given the high importance of Russia as a source of the EU's crude oil and diesel imports, it was especially the EU ban on Russian oil which played a major role, scheduled to come into the full effect on 5th of December 2022 for the crude oil and on 5th of February 2023 for the refined oil products.

The EU countries started to look for diesel from sources further afield, such as the Middle East, India, the US, and even China. In addition to the geopolitical tensions in Europe and the consequent shifts in trade flows, changes in the refinery landscape contributed to the strong freight rates environment in 2022. The closure of two out of four refineries in Australia at the end of 2021 and the sole refinery in New Zealand in April 2022 led to a 22% increase in regions fuel imports in 2022. Not only adding to the ton-mile demand, but also contributing with longer ballast distances. At the same time, permanent and temporary refinery closures in South Africa increased the country's fuel imports by more than 20%.

The positive outlook for the demand for product tankers coincides with the supply side, which is the most supportive seen for a long time. With the record high new building prices and limited shipyard space, tanker ordering last year remained very low, especially when considering the strength of the freight market. TORM expects the fleet growth to be very limited in the next few years. Again, in 2022, TORM was able to deliver best-in-class commercial performance, and with TORM's focus on optimal geographic positioning of the fleet and strategic priority of trading in the spot market, the fleet was well-positioned to capture the sudden market strength in the second quarter of the year.

For the full year of 2022, TORM has realized average time charter equivalent earnings of $34,154 per day versus $13,703 per day in 2021. Comparing with the peers in our market, this was satisfactory. During the year, TORM sold off all the vessels from the fleet and ended up with 78 vessels at the end of 2022. After the end of the year, TORM has acquired 10 vessels, bringing total fleet up to 88 vessels on a fully delivered basis. Together with the annual report, TORM released a responsibility report covering both ESG and CSR topics. I'm pleased that TORM is still was well on track on all three key metrics on which we have set ESG targets compared to 2022.

The share women in leadership positions was 21% in 2022. We will keep focusing on diversity to bring the share up to 35% by 2030. Our safety measure, lost time accident frequency, was 0.42 in 2022. Every day we aim to bring this number down to 0. For 2030, our formal target is 0.30 per 1 million hours. In early 2022, TORM decided to accelerate the improvements in our emissions from our vessels. We did this by setting a new goal, meaning that we should meet IMO's 2030 target of reducing IMO's 2008 target by 40% already in 2025. We increased the target for 2030 to 45%. At the end of 2022, we reached approximately 37%.

Looking at TORM's balance sheet, I'm pleased that during 2022, we ended with a net loan to value of 25% before dividend payments related to the fourth quarter. The low loan to value was obtained despite TORM's paying out dividends related to the second and third quarter of 2022 of $167 million. The dividends that were paid in 2022 and in April 2023 were based on the distribution policy we implemented during the year. With the policy, TORM intends to distribute on a quarterly basis excess liquidity above a fixed threshold cash level as of the balance sheet date. For each quarter, the threshold cash level be determined as the product of cash requirement per vessel and the number of owned and leased vessels in TORM's fleet as of the balance sheet date.

Excess liquidity is determined as TORM's readily available liquidity less the threshold cash level, which includes, amongst other, restricted cash and earmarked proceeds. Adding it all up, I'm satisfied that our earnings in relation to the capital invested in TORM show that TORM is delivering industry-leading results for our investors. For the full year, TORM achieved an Adjusted Return on Invested Capital of 28.1%. Lastly, I would like to thank our seafarers and onshore staff for their hard work and dedication they have shown every day throughout this challenging year, and I'm 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 and other stakeholders in 2023 and for many years to come. Thank you very much.

Okay, now we are over to the more formal proceedings of the annual general meeting. The notice of the annual general meeting, together with the explanatory notes, was issued on March 16th, 2023. Accordingly, the requisite notice of the meeting has been given. I therefore propose that the notice of the meeting should be taken as read. Thank you. We are now going to voting procedures. To more accurately reflect the views of TORM's shareholders, voting today will be done by way of a poll on each of the resolutions put to the meeting. I am appointing Rebecca Sole, the Company Secretary, to act as a scrutineer. I hereby confirm that as chair of the AGM, I will 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 discretion to do so.

I have to ask Chris Everard, General Manager of TORM plc, to confirm that as a corporate representative of OCM Njord Holdings S.à r.l., he will be voting in favour of all the resolutions to the extent that he is permitted to do so.

Christopher Everard
General Manager, TORM

I confirm I will do so.

Annette Malm Justad
Non-Executive Director, TORM

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 S.à r.l. We will now proceed to the vote on the resolutions which I will formally propose to the meeting. The full text of each of the resolution is set out in the notice of the meeting, a copy of which you will have received. Resolutions one to eight 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 1: to receive and adopt the annual report and accounts. The first resolution is to receive and adopt the annual report and accounts for the year ended 31st of December, 2022. I now propose that the annual reports and accounts for the year end 31st of December, 2022, be received and adopted. I confirm that as set out in the summary, this resolution has been passed. We now come on to the next resolution, which is to seek approval for 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 ended 31st December 2022 be approved.

I confirm that as set out in the summary, this resolution has been passed. Now resolution three. 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 their remuneration. Resolution three deals with their appointment, and resolution four deals with their remuneration. I now propose that Ernst & Young be reappointed as auditors. I confirm that as set out in the summary, this resolution has been passed. Resolution four: I propose that directors be authorized to fix the auditors' remuneration. I confirm that as set out in the summary, this resolution has been passed. Now we're getting to resolution five to eight to elect, directors.

The concern the reelection of Christopher H. Boehringer, Göran Trapp, myself, and Jacob Meldgaard as directors, each of whom retires and being eligible are offering themselves for reelection at this annual general meeting. The board of directors recommends that each of the directors be reelected as a director of the company. I now propose that Christopher H. Boehringer be reelected as a director. I confirm that as set out in the summary, this resolution has been passed. I now propose that Göran Trapp be reelected as a director. I confirm that as set out in the summary, this resolution has been passed. As this next resolution relates to my reelection, I will now hand over the chair to Christopher Everard.

Christopher Everard
General Manager, TORM

I now propose that Annette Malm Justad be reelected as a director. I confirm that as set out in summary, this resolution has been passed. I will now hand the chair back to Annette Malm Justad.

Annette Malm Justad
Non-Executive Director, TORM

We are on the next one. I now propose that Jacob Meldgaard be reelected as a director. I confirm that as set out in the summary, this resolution has been passed. We're getting to the concluding remarks, which concludes the business of this meeting. The final results of the meeting will be announced to the market through our regulatory information service and posted on our website as soon as practical. Thank you, wish you all a good day.

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