TORM Plots Major Share Buyback and Governance Overhaul at 2026 AGM

HELLERUP, Denmark – March 05, 2026 – TORM plc (NASDAQ: TRMD), a global leader in the transport of refined oil products, has unveiled an ambitious agenda for its Annual General Meeting (AGM) on April 15, 2026, signaling a strategic pivot towards enhanced financial flexibility and modernized corporate governance. The proposals, detailed in a circular to shareholders, are headlined by a new authority to repurchase up to 10 million of its own shares and a significant overhaul of its corporate articles.

If approved, the measures would equip the 137-year-old shipping firm with powerful tools to manage its capital structure and return value to shareholders, all while simplifying its governance framework to align with contemporary best practices.

A Strategic Capital Shift: The New Buyback Program

At the heart of the proposals are Resolutions 11 and 12, which seek shareholder authority for a new, more flexible share buyback program. The company is asking for approval to repurchase up to 10,000,000 of its A-shares, representing approximately 9.87% of its current issued share capital. This move is positioned by the Board of Directors as an "important part of the financial management of the Company."

The key change lies in the legal mechanism. The proposed buybacks are classified as 'off-market' purchases under the UK Companies Act. This technical distinction is critical, as it rectifies a limitation in the company's previous 2024 authorization. The prior resolution did not permit buybacks on overseas exchanges like Nasdaq in Copenhagen and Nasdaq in New York, where TORM's shares are actively traded. The new 'off-market' authority is specifically designed to enable the company to execute repurchases on these crucial international markets.

Although legally termed 'off-market,' the company has clarified that the purchases will be conducted in a manner consistent with on-market rules, including compliance with relevant U.S. and E.U. market regulations. This ensures the process remains transparent and orderly.

The proposed structure involves two separate but linked buyback contracts. 'Buyback Contract A' targets shares traded on the Nasdaq exchanges, while 'Buyback Contract B' pertains to a block of shares beneficially held by OCM Njord. The total number of shares repurchased across both contracts cannot exceed the 10 million share ceiling. The Directors have stated they will only exercise this authority when they believe it is in the best interests of shareholders, such as when it is expected to increase earnings per share.

This proactive approach to capital management is complemented by the company's dividend policy. While the board is not recommending a final dividend for the 2025 financial year, it highlighted that it had already declared a substantial interim dividend of US$70.9 million at the end of the fourth quarter of 2025. This combination of significant interim dividends and a flexible, large-scale buyback program illustrates a multi-pronged strategy to return capital to shareholders effectively.

Streamlining for the Future: A Modernized Governance Structure

Beyond the financial maneuvering, TORM is also proposing a significant modernization of its corporate DNA. Resolution 13 seeks approval to adopt a new set of Articles of Association, effectively cleaning house on legacy structures that no longer serve a purpose.

The update comes after a 'threshold date' was triggered on January 6, 2026, which led to the redemption of the company's B-shares and C-shares and the dissolution of the B-Director board position. The proposed new articles will formally remove all references to these now-defunct share classes and governance roles.

This move represents a definitive shift away from a complex, multi-class share structure towards a more streamlined and transparent framework. Historically, such structures were often used to grant specific voting rights or control to certain groups of early investors or founders. By eliminating these classes, TORM is simplifying its ownership structure, which is a move widely praised by corporate governance experts and institutional investors.

A simpler, single-class equity structure enhances transparency, ensures more equitable voting rights among all A-shareholders, and can make the company more attractive to a broader pool of potential investors who shy away from complex or opaque governance models. This simplification aligns TORM with modern corporate governance standards prevalent among major publicly listed companies.

Leadership Continuity Amidst Market Volatility

While proposing significant changes to its financial and governance frameworks, TORM is also emphasizing stability in its leadership. The AGM agenda includes resolutions to reappoint the entire Board of Directors, including Non-Executive Chairman Simon Mackenzie Smith and Executive Director and CEO Jacob Meldgaard. This signals the board's confidence in its current strategic direction and provides leadership continuity as the company navigates a complex global market.

The company's extensive 'Safe Harbor' statement, a standard feature in such announcements, underscores the challenging environment in which TORM operates. It lists a wide array of risks, including geopolitical instability such as the war in Ukraine and conflicts in the Middle East affecting Red Sea shipping routes, as well as inflationary pressures, interest rate changes, and evolving environmental regulations.

Against this backdrop of global uncertainty, TORM's proposed actions at the AGM can be seen as a proactive effort to strengthen its internal foundations. By enhancing its capital management tools and simplifying its corporate governance, the company is better positioning itself to remain resilient and create value for its shareholders, irrespective of external market turbulence. The final decision on these forward-looking proposals now rests with the company's shareholders, who will cast their votes on April 15.