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TORM PLC

Incorporated under the Companies Act 2006 and registered in England and Wales with number 09818726 Admission to Listing of up to 68,614,132 A Shares in TORM plc with a nominal value of USD0.01 each

This document, which comprises a prospectus for the purposes of Article 3 of European Union Directive 2003/71/EC, as

amended (the "Prospectus Directive") relating to TORM plc (the "Company"), has been prepared in accordance with the

Prospectus Rules of the Financial Conduct Authority (the "FCA") made under section 73A of the Financial Services and

Markets Act 2000 (the "FSMA"). A copy of this document has been filed with, and approved by, the FCA pursuant to

section 87A of FSMA and will be made available to the public in accordance with paragraph 3.2 of the Prospectus Rules.

This document is subject to English law.

The Directors, whose names are set out in Part I-14 "The Directors" of this prospectus, and the Company accept

responsibility for the information contained in this prospectus. To the best of the knowledge of the Directors and the

Company (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this

prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

This document has been prepared in connection with an offer of up to 68,614,131 A Shares (together with the one existing

A Share, the "Admission Shares") in the Company pursuant to an exchange offer for A shares of TORM A/S (the

"Exchange Offer") (and any associated statutory Squeeze-out of minority shareholders) and the admission of the

Admission Shares to trading and official listing on Nasdaq Copenhagen A/S ("Nasdaq Copenhagen") (the "Admission").

It is expected that Admission of the Admission Shares issued in connection with the Exchange Offer will become effective

and that unconditional dealings in such Admission Shares will commence on or about 19 April 2016. It is expected that

Admission of the Admission Shares issued in connection with any Squeeze-out and exercise of Consideration Warrants will

become effective and that unconditional dealings in such Admission Shares will commence as soon as practically possible

after such Admission Shares have been issued.

The Exchange Offer is an offer by the Company to acquire all of the issued shares of TORM A/S on the basis of one A Share

for each TORM A/S A share, one B Share for the TORM A/S B share and one C Share for the TORM A/S C share and the

transfer of Consideration Warrants to TORM A/S in exchange for the issue of Warrants on a one for one basis. The

Exchange Offer is being made pursuant to an offer document to be dated on or about 21 March 2016. The Exchange Offer

is not subject to the rules set out in Chapter 8 of the Danish Securities Trading Act and the Danish Executive Order on

Takeover Bids.

The Exchange Offer is conditional, amongst other things, on the Company having acquired more than 90% of TORM A/S'

outstanding share capital and voting rights (on a fully diluted basis and excluding shares held in treasury) in aggregate at

the close of the Exchange Offer period. Any of the conditions of the Exchange Offer (including the minimum acceptance

level condition) may be waived by the Company.

The Exchange Offer is expected to close on or about 14 April 2016 with the results being announced on or about 15 April

2016.

The Admission Shares are expected to be issued shortly after the Exchange Offer closes (and subsequently on completion of

any statutory Squeeze-out that may be made). All of those Admission Shares, other than the A Shares which OCM Njord

Holdings S.à r.l. ("Njord Luxco") is entitled to receive in respect of the Exchange Offer and the one existing A Share held

by Njord Luxco and those other A Shares which are subject to restrictions under U.S. securities law (the "Restricted

Shares") and so are not eligible to be held in The Depository Trust Company ("DTC"), are expected to be issued to Cede &

Co. as nominee for DTC. DTC will record book entries of the beneficial interests in such A Shares in favour of

Computershare Trust Company, N.A. ("Computershare") as a DTC participant and custodian for VP SECURITIES A/S

("VP"). VP will settle the Exchange Offer (and any subsequent statutory Squeeze-out) by crediting the relevant VP accounts

of the accepting TORM A/S shareholders in respect of the relevant underlying A Shares by 19 April 2016. The Restricted

Shares are expected to be issued to Computershare DR Nominees Limited as nominee for Computershare Trustees (Jersey)

Limited (and, together with Computershare DR Nominees Limited, "Computershare Jersey" as the context requires), who

will issue depositary receipts to Njord Luxco and other relevant persons in respect of the Restricted Shares.

All recipients of this document and any potential investors in A Shares should be aware that any investment

in A Shares involves a high degree of risk and all recipients of this document are recommended to read the

section "Risk factors" for a description of certain risk factors that might influence the A Share value

negatively.

This document has only been prepared in an English language version. A Danish translation of the summary of the

document is included in this document. In the event of any discrepancy between the English summary and the Danish

summary, the English summary shall prevail.

This document may not be distributed or otherwise made available, and the Admission Shares may not be offered or sold,

directly or indirectly, in Canada, Australia or Japan. This document may not be distributed or otherwise made available, and

1

the Admission Shares may not be offered or sold, directly or indirectly, in any other jurisdiction outside the U.K., unless

such distribution, offer, sale or exercise is permitted under applicable law in the relevant jurisdiction. This prospectus has

been validly passported into Denmark in accordance with the procedure presented by Executive Order no. 1257 of 6

November 2015 and Directive 2003/71/EU of 4 November 2003.

The Exchange Offer is being made in the United States in reliance on and in compliance with Rule 14d-1(c) under the U.S.

Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Admission Shares will be issued pursuant to an

exemption from registration provided by Rule 802 of the U.S. Securities Act of 1933, as amended (the "Securities Act"),

which provides for an exemption for offerings in connection with an exchange offer for the securities of foreign private

issuers such as the Company. The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a

Form CB with respect to the Exchange Offer and the issuance of the Admission Shares. The Company is not required to, and

does not plan to, prepare and file with the SEC a registration statement with respect to the Exchange Offer. The Admission

Shares have not been and will not be registered under the Securities Act, or under the securities laws of any jurisdiction of

the United States. The Admission Shares may not be offered, pledged, sold, resold, granted, delivered, allotted or otherwise

transferred, as applicable, in the United States, except in transactions that are exempt from or not subject to the

registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Admission

does not comprise an offer or placement of A Shares in the U.S. Neither the SEC nor any U.S. state securities commission

has approved or disapproved of the securities offered in connection with the Exchange Offer, or determined if this document

is accurate or complete. Any representation to the contrary is a criminal offence.

The Company is organised under the laws of England and Wales. The Exchange Offer is subject to the disclosure

requirements of the U.K. which are different from those of the United States. Financial Statements included in this

document have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by

the EU and thus may not be comparable to the financial statements of U.S. companies.

It may be difficult for U.S. investors to enforce their rights and claims arising out of the U.S. federal securities laws, since

the Company is located in a non-U.S. jurisdiction and some of all of the Company's officers and directors may be residents

of countries other than the United States. The Company's U.S. investors may not be able to sue a foreign company or its

officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company

and its affiliates to subject themselves to a U.S. court's judgement.

U.S. investors should be aware that the Company may purchase securities otherwise than under the Exchange Offer, such as

in open market or privately negotiated purchases.

The date of this document is 21 March 2016

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Table of ContentsSUMMARY

8

RISK FACTORS

27

Risks related to A Shares

27

GENERAL INFORMATION

58

I.DESCRIPTION OF THE COMPANY

61

1. Persons responsible

61

2. Auditors

62

3. Selected financial information

64

4. Risk factors

65

5. Information about the Company

66

5.1 Name, registered office, etc.

66

5.2 Objects and purposes

66

5.3 Date of incorporation and governing law

66

5.4 ISIN code

66

5.5 Financial calendar

66

5.6 Financial year and financial reporting

66

5.7 Issuing agent

66

5.8 Share register inspection

67

5.9 Transactions with financial advisers and independent auditors of the Company

with the Company 67

5.10 The Group's history and development

67

5.11 Investments

67

6. Business

69

6.1 History and Development of TORM A/S and Njord

69

6.2 The 2015 Restructuring

70

6.3 Overview of TORM A/S

71

6.4 The market

79

6.5 The Exchange Offer

118

6.6 The Squeeze-out and delisting of TORM A/S

119

6.7 Initial U.S. Offering

120

7. Organisational structure

121

7.1 Group structure

121

7.2 Functional structure

122

8. Property, plant, equipment, etc.

123

8.1 Fleet

123

8.2 Properties leased

123

8.3 Other owned land and buildings

123
3

8.4 Environmental and safety requirements applicable to TORM123

8.5 Insurance

123

9. Operating and financial review

124

9.1 Introduction

124

9.2 Accounting effects from the 2015 Restructuring

127

9.3 Critical accounting estimates and judgments

128

9.4 Primary factors affecting the results of operations

129

9.5 Consolidated financial statements for the year ended 31 December 2015 with

comparative figures for the year ended 31 December 2014 for TORM

A/S (as a continuation of Njord)

131

9.6 Consolidated financial statements for the years ended 31 December 2013 and

2014 for Former TORM

136

9.7 Consolidated financial statements for the years ended 31 December 2013 and

2014 for Njord

141

9.8 Investments

144

9.9 Contractual obligations

144

9.10 Significant events after the balance sheet date

145

9.11 Governmental, economic, fiscal, monetary or political initiatives

146

10. Capital resources

147

10.1 Capital resources and cash flows

147

10.2 Restrictions on the use of capital resources

148

10.3 Use of proceeds of Exchange Offer

148

11. Research and development, patents and licences

149

12. Trend information

150

13. Consolidated Profit Forecast for 2016

151

13.1 Statement by the Directors on consolidated profit forecast of the Company for

the year 2016 151

13.2 Independent auditor's report on consolidated profit forecast of the Company

for the year 2016 151

13.3 Introduction to consolidated profit forecast

152

13.4 Methodology and assumptions

152

13.5 Consolidated profit forecast for the full year 2016

153

13.6 Sensitivity

153

13.7 Previous Profit Forecasts

154

14. The Directors

155

14.1 The Directors

155

14.2 The Group Chief Executive Officer and Chief Financial Officer

157

14.3 Statement on past records of the Directors and the CFO

157

14.4 Family relationships and statement of conflict of interest

158
4

14.5 Founders158

15. Remuneration and benefits

159

15.1 Remuneration of the Directors of the Company and TORM A/S

159

15.2 Remuneration of the Group Chief Executive Officer and Chief Financial Officer

160

15.3 Loans and benefits to Directors and the CFO

161

15.4 Shareholdings of the Directors and the CFO

161

16. Practices of the Board of the Company and the CEO and CFO

163

16.1 Practices of the Board of the Company

163

16.2 Practices of the Group Chief Executive Officer

163

16.3 Information regarding contract terms of the CEO and the CFO

163

16.4 Committees

163

16.5 Description of management reporting systems and internal control systems

164

16.6 Corporate governance

164

17. Employees

166

17.1 Overview of employees

166

17.2 Shareholdings of the Directors and the Chief Financial Officer

166

18. Major shareholders

169

19. Related party transactions

170

19.1 TORM A/S' (before the contribution of Njord) related party transactions before

the 2015 Restructuring 170

19.2 Njord's related party transactions prior to the 2015 Restructuring

170

19.3 Related party transactions on or after the 2015 Restructuring

170

19.4 The Company's related party transactions

170

20. Financial information concerning the Group's assets and liabilities, financial

position and profits and losses 171

20.1 Financial information

171

20.2 Dividend policy

171

20.3 Litigation

171

20.4 Financial position

172

21. Additional information

173

21.1 Share capital

173

21.2 Historical development of TORM A/S' share capital

173

21.3 Treasury shares

173

21.4 Warrants, convertible securities and option programmes

174

21.5 Summary of Articles of Association

174

21.6 Summary of Warrant Terms

185

21.7 Authorisations of Directors

187

22. Material contracts

188

22.1 Restructuring Agreement and Scheme of Arrangement

188
5

22.2 Financing Agreements192

22.3 Financial lease of vessel

198

22.4 Exchange Offer Agreements

198

23. Third-party information and statements by experts and declarations of

interest 200

23.1 Reports from experts

200

23.2 Valuations from expert

200

23.3 Third-party information

201

24. Documents on display

202

25. Information on capital holdings

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