TORM plc’s TORM plc has increased its share capital by a total of 2,395,426 shares (corresponding to USD 23,954.26) in connection with delivery of one LR2 vessel and exercise of Restricted Share Units as part of TORM’s incentive program

With reference to Company Announcement no. 22 dated 06 November 2025 where TORM plc (“TORM”) announced the acquisition of one 2010-built LR2 vessel, TORM plc has increased its share capital by 748,569 shares (corresponding to USD 7,485.69) as a result of the delivery of the vessel. The new shares relate to the settlement of a USD 17.0m allocated loan note issued in connection with the vessel delivery and correspond to USD 22.71 per A-share with a nominal value of USD 0.01 each.

All of the issued shares will be subject to a lock-up for a period of 40 days commencing on the date such shares are issued (the “Lock-up Period”) provided that during the Lock-up Period, the newly issued shares may be resold outside of the United States in transactions pursuant to and in compliance with Regulation S of the Securities Act of 1933, including on Nasdaq Copenhagen, but may not be resold in the United States.

Also, TORM has increased its share capital by 1,646,857 A-shares (corresponding to a nominal value of USD 16,468.57) as a result of the exercise of a corresponding number of Restricted Share Units (“RSUs”). Hereof 1,558,790 new shares are subscribed for in cash at DKK 0.07 per A-share and 88,067 new shares are subscribed for in cash at DKK 140.2 per share. Transfer restrictions may apply in certain jurisdictions outside Denmark, including applicable US securities laws. The capital increase is carried out without any pre-emption rights for existing shareholders or others.

The new shares (i) are ordinary shares without any special rights and are negotiable instruments, (ii) give right to dividends and other rights in relation to TORM as of the date of issuance and (iii) are expected to be admitted to trading and official listing on Nasdaq Copenhagen as soon as possible.

After the capital increase, TORM’s share capital amounts to USD 1,003,478.57 divided into 100,347,855 A-shares of USD 0.01 each, one B-share of USD 0.01 and one C-share of USD 0.01. A total of 100,347,855 votes is attached to the A-shares. The B-share and the C-share have specific voting rights.

Following exercise of 1,258,790 original RSUs granted under the 2023 Retention Program, the Board of Directors has granted certain employees (“Participants”) adjustment RSUs to reflect the payment of dividend since the relevant grant date. The Participants will be granted a total of 840,874 RSUs in the form of restricted stock options. These adjustment RSUs will not be subject to further dividend adjustment and will have to be exercised within the same exercise window as they were issued. They will have a strike price of one US cent.

In addition, the Board of Directors has granted Executive Director Jacob Meldgaard adjustment RSUs following exercise of 300,000 original RSUs granted under the 2023 Retention Program to reflect the payment of dividend since the relevant grant date. Executive Director Jacob Meldgaard will be granted a total of 200,406 RSUs in the form of restricted stock options with similar characteristics as described above.
Source: TORM