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Notice of transfer of Warrants

To:TORM plc(company number09818726)

(email: with copy to and )

From: [The Warrant Holder]

Date:______

If not otherwise defined herein, the defined terms used in this transfer notice shall the same meaning as in the Warrant Instrument dated 15 March 2016 (“Warrant Instrument”).

In accordance with terms of the Warrant Instrument, the Warrant Holder notifies TORM plc that the Warrant Holder has transferred Warrants to the Purchaser (as defined inSchedule 1)in accordance with the information provided in Schedule 1,sections 1-6.

Enclosed with this transfer notice is the completed Warrant Transfer Form (in the form set out in Appendix 1 and on whichall U.K. stamp duty or stamp duty reserve tax payable on the transfer of such Warrants has been duly paid.[1]) and the Warrant Certificate in respect of the Warrants which have been transferred.

Yours sincerely

______
[Name of Warrant Holder]

On behalf of the Warrant Holder:

______/ ______
Name: / Name:
Title: / Title:

Schedule 1 – information on transfer of Warrants

1. / Name of Warrant Holder:*
2. / Address of Warrant Holder:
3. / Phone number and e-mail on the contact person of the Purchaser:
4. / Number of Warrants transferred to the Purchaser:
5. / Date of transfer:
6. / Number of Warrants held by the Warrant Holder following the transfer:
7. / Name of Purchaser:
8. / Address of Purchaser:
9. / Country of incorporation of Purchaser:
10. / Phone number and e-mail for the contact person of the Purchaser:

* This must be the same name that appears in the register of Warrant Holders.

For any queries in regards to the completion of Schedule 1, please contact:

Christian Søgaard-Christensen
Head of Investor Relations and Corporate Support
Direct: +45 39179285

or
Morten Agdrup
Head of Corporate Finance and IR
Direct: +45 39179249

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APPENDIX

TORM plc
WARRANT TRANSFER FORM

(Above this line for VP SECURITIES A/S only)
Consideration Money (in sterling[2]) / Certificate lodged with VP SECURITIES A/S
(For completion by VP SECURITIES A/S)
Name of undertaking / TORM plc
Description of Security / Warrants
Number of Warrants. / Words / Figures
Name(s) of registered holder(s) should be given in full; the address should be given where there is only one holder.
If the transfer is not made by the registered holder(s) insert also the name(s) and capacity (e.g. Executor(s) of the person(s) making the transfer. / In the name(s) of
I/We hereby transfer the above security out of the name(s) aforesaid to the person(s) named below.
Signature(s) of transferor(s)
  1. ……………………………………………………………………………………………………………
2.……………………………………………………………………………………………………………
3.……………………………………………………………………………………………………………
4.……………………………………………………………………………………………………………
Bodies corporate should execute under their common seal
Full name(s) and full postal address(es) (including post code) of the person(s) to whom the Warrants are transferred.
Please state title, if any, or whether Mr, Mrs or Miss.
Please complete in typewriting or block capitals.
I/We request that such entries be made in the register as are necessary to give effect to this transfer.

FORM OF CERTIFICATE REQUIRED – TRANSFERS NOT CHARGEABLE WITH AD VALOREM STAMP DUTY

Complete Certificate 1 if:

  • the consideration you give for the shares is £1,000 or less and the transfer is not part of a larger transaction or series of transactions (as referred to in Certificate 1).

Complete Certificate 2 if:

  • the transfer is otherwise exempt from Stamp Duty and you are not claiming a relief, or
  • the consideration given is not chargeable consideration.

Certificate 1

* Please delete as appropriate / I/We* certify that the transaction effected by this instrument does not form part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value, of the consideration exceeds £1,000.
** Delete second sentence if certificate is given by transferor / I/We* confirm that I/we* have been authorised by the transferor to sign this certificate and that I/we* am/are* aware of all the facts of the transaction.**
Signature(s) / Description (“Transferor”, “Solicitor”, etc.)
…………………………………………
…………………………………………
………………………………………… / …………………………………………
…………………………………………
…………………………………………

Date ______

Certificate 2

* Please delete as appropriate / I/We* certify that this instrument is otherwise exempt from ad valorem Stamp Duty without a claim for relief being made or that no chargeable consideration is given for the transfer for the purposes of Stamp Duty.
** Delete second sentence if certificate is given by transferor / I/We* confirm that I/we* have been authorised by the transferor to sign this certificate and that I/we* am/are* aware of all the facts of the transaction.**
Signature(s) / Description (“Transferor”, “Solicitor”, etc.)
…………………………………………
…………………………………………
………………………………………… / …………………………………………
…………………………………………
…………………………………………

Date ______

NOTES

(1)You don’t need to send this form to HM Revenue & Customs (HMRC) if you have completed either Certificate 1 or 2, or the consideration for the transfer is nil (in which case you must write “nil” in the consideration box on the front of the form). In these situations send the form to the company or its registrar.

(2)In all other cases – including where relief from Stamp Duty is claimed – send the transfer form to HMRC to be stamped.

(3)Information on Stamp Duty reliefs and exemptions and how to claim them can be found on the HMRC website at hmrc.gov.uk/sd.

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[1] Any transfer of title or an agreement to transfer title in the Warrants will generally attract a charge to U.K. stamp duty and/or stamp duty reserve tax at a rate of 0.5% of the amount or value of the consideration for the transfer (in the case of stamp duty rounded up, if necessary, to the next multiple of £5). No stamp duty is chargeable on an instrument transferring warrants where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000. Where such duty is payable, it must be paid by the Purchaser.

[2] Where the purchase monies were calculated otherwise than in sterling, convert the purchase monies into sterling at the spot rate on the date of transfer and state that rate.