POST-EFFECTIVE AMENDMENT No. 1 TO DEPOSIT AGREEMENT
POST-EFFECTIVE AMENDMENT No. 1 (the "Amendment") dated as of April 4, 2002
to the Deposit Agreement dated as of February 27, 2002 (the "Deposit Agreement")
by and among Aktieselskabet Dampskibsselskabet Torm (the "Company"), Bankers
Trust Company, an indirect wholly owned subsidiary of Deutsche Bank AG, as
depositary (the "Depositary") and all Owners and Holders from time to time of
American Depositary Receipts issued thereunder.
WITNESSETH
WHEREAS, the Company and the Depositary entered onto the Depositary
Agreement for the purposes set forth therein;
WHEREAS, the Company desires to provide for the deposit of Shares of the
Company with the Depositary or the Custodian as agent for the Depositary and for
the execution and delivery of Receipts evidencing American Depositary Shares
representing the Shares so deposited;
WHEREAS, the Company and the Depositary desire to amend the terms of the
Deposit Agreement and form of Receipts in accordance with Section 6.01 of the
Depositary Agreement to reflect the appointment of Danske Bank Aktieselskab as
Custodian for the purposes of the Deposit Agreement;
NOW, THEREFORE, the Company and the Depositary hereby amend the Receipts
and the Deposit Agreement, effective as provided in Section 5.01 hereof, as
follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions Generally. Unless otherwise defined in this
Amendment, capitalised terms which are used but not defined herein have the
meanings set forth in the Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT AGREEMENT
Section 2.01. All references in the Deposit Agreement to the "Custodian"
shall be references to "Danske Bank Aktieselskab".
Section 2.02. Section 1.09 of the Deposit Agreement is amended to read as
follows:
"Custodian" shall mean, as of the date hereof, Danske Bank Aktieselskab,
having its registered office at 0-00 Xxxxxxx Xxxxx, XX-0000 Copenhagen K,
Denmark, as the custodian for the purposes of this Deposit Agreement, and
any other firm or corporation which may be appointed by the Depositary
pursuant to the terms of Section 5.5 as a successor or an additional
custodian or custodians hereunder, as the context shall require. The term
"Custodians" shall mean all custodians, collectively."
Section 2.03. The first sentence of Section 5.05 of the Deposit Agreement
is amended to read as follows:
"The Depositary has initially appointed Danske Bank Aktieselskab as
Custodian for the purpose of this Deposit Agreement."
Section 2.04. The address of the Custodian for notices set forth in the
third paragraph of Section 7.05 of the Deposit Agreement is amended to read as
follows:
"Danske Bank Aktieselskab, 0-00 Xxxxxxx Xxxxx, XX-0000 Xxxxxxxxxx X,
Xxxxxxx."
ARTICLE III
AMENDMENTS TO FORM OF RECEIPT
Section 3.01. The Form of American Depositary Receipt in Exhibit A to the
Deposit Agreement (the "Form of Receipt") is amended as provided in this
Article.
Section 3.02. All references in the Form of Receipt to the "Custodian"
shall be references to "Danske Bank Aktieselskab".
Section 3.03. The initial paragraph of the Form of Receipt is amended to
read as follows:
-2-
"BANKERS TRUST COMPANY, as depositary (herein called the "Depositary"),
hereby certifies that _____________is the owner of ______________ American
Depositary Shares (hereinafter "ADS"), representing deposited common
shares, each of Par Value of Dkk 10 including evidence of rights to receive
such common shares (the "Shares") of AKTIESELSKABET DAMPSKIBSSELSKABET TORM
(the "Company"), a company incorporated under the laws of Denmark (the
"Company"). As of the date of the Deposit Agreement (hereinafter referred
to), each ADS represents one Share deposited under the Deposit Agreement
with the Custodian which at the date of execution of the Deposit Agreement
is Danske Bank Aktieselskab (the "Custodian"). The ratio of Depositary
Shares to shares of stock is subject to subsequent amendment as provided in
Article IV of the Deposit Agreement. The Depositary's Principal Office is
located at 0 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, U.S.A."
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties. The Company and the
Depositary mutually represented and warrant to each other and to the Holders,
that:
(a) This Amendment, when executed and delivered by the Company and the
Depositary, and the Deposit Agreement and all other documentation
executed and delivered by the Company and the Depositary in connection
therewith, will be and have been, respectively, duly and validly
authorised, executed and delivered by the Company and the Depositary,
and constitute the legal, valid and binding obligations of the Company
and the Depositary, enforceable against the Company and the Depositary
in accordance with their respective terms, subject to bankruptcy,
insolvency, fraudulent transfer, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and
general equity principles; and
(b) All of the information provided by the Company and the Depositary to
each other in connection with this Amendment is true, accurate and
complete.
ARTICLE V
MISCELLANEOUS
-3-
Section 5.01. Effective Date This Amendment is dated as of the date set
forth above and shall be effective as of the time of the effectiveness of the
Post-Effective Amendment No. 1 to the Registration Statement on Form F-6 to be
filed by the Depositary in connection with its appointment of Danske Bank
Aktieselskab as Custodian for the purposes of the Deposit Agreement (the
"Effective Date"). From and after the Effective Date, all references in the
Deposit Agreement and the Form of Receipt shall be deemed to be references to
the Deposit Agreement and Form of Receipt as modified hereby.
Section 5.02. Outstanding Receipts. Receipts issued prior or subsequent to
the date hereof, which do not reflect the changes to the Receipts effected
hereby, do not need to be called in for exchange and may remain outstanding
until such time as the Holders thereof choose to surrender them for any reason
under the Deposit Agreement. The Depositary is authorised and directed to take
any and all actions deemed necessary to effect the foregoing.
Section 5.03. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.
Section 5.04. Counterparts. This Amendment may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
-4-
IN WITNESS WHEREOF, the Company and the Depositary have caused this
Amendment to be executed by representatives hereunto duly authorised as of the
date set forth above.
AKTIESELSKABET DAMPSKIBSSELSKABET TORM
By: /s/ XXXXX XXXXXXXXX
-----------------------------
Name: Xxxxx Xxxxxxxxx
Title: CEO
By: /s/ JENS XXXX XXXX
-----------------------------
Name: Jens Xxxx Xxxx
Title: Chairman
BANKERS TRUST COMPANY
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Director
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Assistant Vice President
-5-
