TORM plc - Notice of and complete proposals for the Annual General Meeting 2017

Enclosed please find the notice of and the complete proposals for the Annual General Meeting of TORM plc to be held on 4 April 2017.

CONTACT

TORM plc

Christopher H. Boehringer, Chairman, tel.:

+45 3917 9200

Birchin Court, 20 Birchin Lane

Jacob Meldgaard, Executive Director, tel.:

+45 3917 9200

London, EC3V 9DU, United Kingdom

Christian Søgaard-Christensen, CFO, tel.:

+45 3917 9200

Tel.: +44 203 713 4560

Christian Mens, IR, tel.:

+45 3917 9231

www.torm.com

ABOUT TORM

TORM is one of the world's leading carriers of refined oil products. The Company operates a fleet of approximately 80 modern vessels with a strong commitment to safety, environmental responsibility and customer service. TORM was founded in 1889. The Company conducts business worldwide. TORM's shares are listed on Nasdaq Copenhagen (ticker: TRMD A). For further information, please visit www.torm.com.

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 words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions generally identify forward-looking statements.

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 the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, the Company 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 strength of the world economy and currencies, changes in charter hire rates and vessel values, changes in demand for "ton 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, political events or acts by terrorists.

In light of these risks and uncertainties, you should not place undue reliance on forward-looking statements contained in this release because they are statements about events that are not certain to occur as described or at all. These forward-looking statements are not guarantees of our future performance, and actual results and future developments may vary materially from those projected in the forward-looking statements.

Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO TORM PLC (THE "COMPANY") ON WHICH YOU ARE BEING ASKED TO VOTE. The definitions used throughout this Circular are set out on page 5 of this Circular.

If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the Financial Services and Markets Act 2000 if in the United Kingdom or otherwise regulated under the laws of your own country.

If you sell or transfer or have sold or transferred all your Shares in the Company, you should hand this Circular and the documents accompanying it to the purchaser or agent through whom the sale was effected for transmission to the purchaser. If you sell or have sold or otherwise transferred only part of your holding of Shares, you should retain these documents.

TORM PLC

(a company registered in England and Wales with company number 09818726)

Notice of Annual General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in this document, which contains your Board's unanimous recommendation to vote in favour of the Resolutions set out in the notice of Annual General Meeting referred to below.

Notice of the Annual General Meeting (the "AGM") of the Company to be held at the DoubleTree by Hilton Hotel London - Victoria, 2 Bridge Place, London SW1V 1QA on 4 April 2017 at 12.00 noon (London UK) is set out at the end of this Circular.

Shareholders will find enclosed a Form of Proxy for use at the AGM. To be valid for use at the AGM, the Form of Proxy must be completed and returned, in accordance with the instructions printed thereon, to the Company's registered office or by fax to the Company as soon as possible and, in any event, to arrive by 6.00pm (BST) on 31 March 2017. The completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM should they subsequently wish to do so.

YOU ARE REQUESTED TO COMPLETE AND RETURN THE ENCLOSED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN. Your attention is drawn to the section entitled "Action to be Taken by Shareholders" on page 3 of this Circular.

Copies of this document will be available free of charge during normal business hours on weekdays (excluding Saturday, Sunday and public holidays) from the date hereof until 4 April 2017 from the Company's registered office. Copies will also be available to download from the Company's website at www.torm.com

LETTER FROM THE CHAIRMAN TORM PLC

(Registered in England and Wales with Company Number 09818726)

Registered Office: Birchin Court, 20 Birchin Lane, London, England,

EC3V 9DU

Directors:

Christopher H. Boehringer, Chairman David Weinstein, Deputy Chairman Göran Trapp,

Torben Janholt,

Jacob Meldgaard, Executive Director

9 March 2017

Dear Shareholder

NOTICE OF ANNUAL GENERAL MEETING.
  1. Introduction

    I am writing in connection with the Resolutions to be proposed at the forthcoming Annual General Meeting ("AGM") of TORM Plc (the "Company") at 12.00 noon (BST) on 4 April 2017 at the DoubleTree by Hilton Hotel London - Victoria, 2 Bridge Place, London SW1V 1QA. Your attention is drawn to the recommendations of the Board as set out in paragraph 5 of this letter.

    The Directors of the Company have taken all reasonable care to ensure that the facts stated in this Circular are true and accurate in all material respects and that there are no material facts the omission of which would make misleading any statement contained in this Circular, whether of fact or opinion.

  2. Resolutions

    The Resolutions to be proposed at the AGM are set out in full in the notice of meeting attached to this document and are self‐explanatory.

  3. Financial Statements

    It is proposed that the Directors' and Auditors' reports and the financial statements for the financial year ended 31 December 2016 will be received and, if approved, adopted at the AGM. The Directors' and Auditors' reports and the financial statements for the financial year ended 31 December 2016 have been published and are available on the Company's website (www.torm.com/) in accordance with article 123.1.6 or on request from the company on ir@torm.com.

  4. Expenses

    The costs and expenses of printing this Circular and of calling the AGM and any adjourned AGM will be met by the Company. The costs will be paid by the Company irrespective of whether or not the Resolutions are passed by the requisite majority at the forthcoming AGM.

  5. Recommendations

    The Board believes that approval of the Resolutions to be proposed at the AGM is in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions set out in the notice of AGM of the Company, as the Directors intend to do, or procure to be done, in respect of their own and their connected persons' beneficial holdings.

  6. Action to be taken by Shareholders
  1. Annual General Meeting of Shareholders

    The Resolutions are subject to Shareholder approval. A notice convening the AGM is set out at the end of this Circular.

    A Form of Proxy for the AGM is enclosed with this Circular, and you are requested to complete and post the Form of Proxy to the Company's registered address as soon as possible or by facsimile to the Company on +45 3917 9393. The completion and return of a form of proxy will not prevent you from attending the AGM in person, speaking and voting if you wish to do so.

    To be valid, an instrument appointing a proxy and any power of attorney or other authority under which the proxy instrument is signed (or a notarially certified copy thereof) must be deposited at the above address as the case may be by 6.00pm (BST) on 31 March 2017.

    The majority required for the passing of the Ordinary Resolutions at the AGM is a simple majority of the total number of votes cast for and against such resolutions.

    The quorum for the AGM is two or more Shareholders who are entitled to vote, present in person or by proxy or a duly authorised representative of a corporation which is a member. If, within five minutes after the time appointed for the AGM (or such longer interval not exceeding one hour as the Chairman may think fit to allow) a quorum is not present, the AGM shall stand adjourned to a day (but not less than 10 days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) the time and place to be decided by the Chairman, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present in person and by proxy shall be a quorum.

  2. Inspection of Documents

Copies of the following documents will be available for inspection at the Registered Office of the Company during normal business hours on any Business Day from the date of this Circular until the

TORM plc published this content on 09 March 2017 and is solely responsible for the information contained herein.
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