TORM plc (Form: 20-F, Received: 03/08/2018 17:20:40)

Exhibit 4.11

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TERM SHEET

Up to USD 50,000,000 Senior Secured
Term Loan Facility

TORM PLC
19 January 2018

The provision of the Facility is subject to due diligence and (due execution of) documentation and all conditions precedent being met, all to be in form and substance satisfactory to the Lender.

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PART I
PARTIES TO THE FACILITY

Borrower	TORM PLC

Guarantors	Vessel owning SPC(s) (the " Vessel Owner(s) ")

	TORM A/S

Obligors	The Borrower and the Guarantors.

Group	The Borrower and its subsidiaries.

Lender	ABN AMRO Bank N.V. (" ABN AMRO ")

Facility Agent and Security Agent	Only becomes applicable if ABN AMRO transfers part of the loan to Security Agent another party (throughout this document all references to the Agent, the Facility Agent or the shall be construed as references to the Lenders).

Hedge Providers	ABN AMRO

Majority Lenders	Lenders whose commitments aggregate more than 66 ² / ₃ % of the aggregate Facility Amount (only applicable when ABN AMRO transfers part of the loan to another party).

PART II
THE VESSELS

Collateral Vessels	The 2 LR1 tanker vessels listed and further described in Annex 1.

Fair Market Value	Fair market value (" FMV ") of each Collateral Vessel (determined to be the average of appraisals from two Approved Brokers (as defined per Annex 2) as of 30 June and 31 December without physical inspection based on an arm's length charter free transaction between a willing and able buyer and a willing and able seller not under duress); provided that the Agent (acting on the instructions of the Majority Lenders acting reasonably) may by no less than two months notice to the Borrower require that the FMV be determined in respect of one or both Collateral Vessels with physical inspection. Unless an Event of Default has occurred the Agent may not require more than one inspection per Vessel at the cost of the Borrower each year.

	If the two valuations on any Collateral Vessel deviate by more than 20% of the higher of the two valuations, an appraisal from a third Approved Broker shall be obtained and the FMV of that Collateral Vessel shall be the average between the three valuations.

	If the two valuations on an aggregate basis across all of the Collateral

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Execution copy Vessels deviate by more than 10% of the higher of the two valuations, an appraisal from a third Approved Broker of all of the Collateral Vessels shall be obtained and the FMV of the Collateral Vessels shall be the average between the three valuations.

PART III
FACILITY

Facility Type	Senior secured term loan facility in relation to two (2) Collateral Vessels to be made available to the Borrowers (the " Facility ").

Facility Purpose	To provide post-delivery debt financing for the Collateral Vessels, including payment of the last instalment payable upon delivery

Facility Amount	Maximum aggregate amount of USD 50,000,000, however subject to Initial LTV as set out below (the " Facility Amount "). The facility will be drawn in two (2) tranches (one for each Collateral Vessel).

Initial LTV	At Drawdown, the respective Loan shall not exceed the lesser of: (i) 60% of the FMV (based on valuation not older than 30 days) of the relevant Collateral Vessel being mortgaged in connection with such Loan, and (ii) USD 25,000,000.

	Subject to the Borrower having raised a minimum amount of USD 40,000,000 in equity, at the Borrower's discretion, between 1 January 2018 and Drawdown, the respective Loan may exceed 60% of the FMV of the relevant Collateral Vessel being mortgaged in connection with such Loan as long as the Loan shall not exceed the lesser of: (í) 70% of the FMV (based on valuations not older than 30 days) of the relevant Collateral Vessel being mortgaged in connection with such Loan, and (ii) USD 22,200,000.

Loans	Any advance made to the Borrower under the Facility.

Drawdown	One advance per Vessel. Drawdown to take place upon delivery of the respective Collateral Vessel.

Closing Date	The date on which the Facility Agreement is signed, which must be on or before 31 March 2018.

Maturity Date	5 (five) years after the first Drawdown date, but in any event no later than 31 December 2024.

Availability Period	From the Closing Date until 27 July 2020.

Repayment	The Facility shall be repaid in consecutive quarterly instalments with the first instalment being due and payable on the first quarter date after the respective drawdown date such that each Loan in respect of a Collateral Vessel is repaid in full by the time that Collateral Vessel is 16 years of age. In the event that the Initial LTV of a respective Collateral Vessel is higher than 60% of the FMV the amount in excess of the 60% LTV will be fully

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	Execution copy repaid in 8 equal quarterly repayments during the first 2 years after Drawdown of the relevant advance.

	All outstanding amounts under the Facility shall be repaid in full on the Maturity Date.

PART IV
PRICING

Interest Rate	The aggregate of:

	(i)	the Margin; and

	(ii)	LIBOR and if LIBOR is less than zero, LIBOR shall be deemed to be zero.

	Interest will be calculated on the basis of the actual number of days elapsed in a year of 360 days.

	Interest on any prepayment shall be made on the date the prepayment is due.

Margin	Margin of 2.10% p.a.

Interest Period	1 (max 3 within a calendar year) 3 or 6 months or any other period agreed between the Borrower and the Facility Agent (acting on the instructions of all the Lenders).

Payment of Interest	Interest is payable on the last day of each Interest Period or, if an agreed Interest Period is longer than 3 months, every 3 months. All interest is due and payable in cash.

Commitment Fee	Computed at a rate per annum equal to 35% of Margin for any unutilised and uncancelled amount of the Facility Amount with effect from the Closing Date and ending on the last day of the Availability Period. Accrued commitment fee is payable quarterly in arrears during the Availability Period and on the last day of the Availability Period.

Arrangement Fee	115 bps flat on Facility Amount payable per Closing Date of the Facility Agreement.

PART V

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OTHER TERMS

Finance Documents	The Facility will be made available under a facility agreement (the " Facility Agreement ") and related documents (together with the Facility Agreement, the " Finance Documents "), all in form and substance satisfactory to the Lender.

Security	The Facility to be secured on a first priority cross-collateralised basis in favour of the Security Agent or in favour of all the Finance Parties if necessary or advisable under any applicable law by:

	(i)	Joint and several guarantees from each of the Guarantors (no limitations to apply except if required, or market practice, in the relevant jurisdiction);

	(ii)	First priority cross-collateralized mortgages over the Collateral Vessels, and associated deeds of covenants if applicable;

	(iii)	First priority assignment of insurances relating to the Collateral Vessels;

	(iv)	First priority general assignment of earnings relating to the Collateral Vessels to be notified to all charterers upon an Event of Default;

	(v)	First priority pledge over the shares in the Vessel Owner(s);

	(vi)	First priority assignment of (i) any intragroup bareboat charters between any members of the Group in relation to the Collateral Vessels and (ii) any time charter contract on the Collateral Vessels with a tenor exceeding 13 months, which assignment shall be immediately notified to the charterer (unless the Borrower is able to demonstrate, to the reasonable satisfaction of the Facility Agent (acting on the instructions of all Lenders), sound commercial reasons to refrain from giving notice). If charterers are notified of the assignment, the Obligors will use reasonable endeavours to obtain acknowledgements of such notices from the charterers, but the Lenders accept that it may not be possible to obtain such acknowledgements;

	(vii)	First priority assignment of any loans granted by any member of the Group to the Vessel Owner(s); provided, that the Vessel Owner(s) shall be entitled to repay, prepay, cancel and otherwise deal with such loans until an Event of Default has occurred; and

	(viii)	First priority assignment of any hedging transactions entered into with any of the Hedge Providers for the purpose of hedging the

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		Execution copy interest payments under the Facility, provided that the Obligors will have free access to the cashflow from such hedging transactions and be free to deal with such hedging transaction, including to terminate such hedging transactions as long as no Default has occurred (this will only be applicable after the USD 130,000,000 facility (closed on 6 January 2017) has been fully repaid);

	(ix)	Together, the "Security Documents ".

	The Security Documents shall also secure and guarantee, on a pari passu basis, the Obligors' obligations under the Hedging Agreements (Hedging Agreement to include a break clause for the event that the Facility will be partially/not drawn). For the avoidance of doubt, Hedging Agreements will benefit from bilateral credit support provided under an ISDA credit support annex (" CSA ") (ISDA including CSA to be agreed before the Closing Date).

Voluntary Prepayment	Loans may be prepaid in whole or in part on 5 business days' prior notice(but, if in part, by a minimum of USD 1,000,000 and in multiples of USD 500,000). Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs, without premium or penalty. Voluntary prepayments to be applied pro rata and against amortisation instalments in respect of the relevant.

Mandatory Prepayment	(a)	Illegality;

	(b)	Change of Control:

		"Change of Control" shall be defined as an event or a series of events whereby either:

		(A)	any person or group of persons acting in concert gains direct or indirect control of the Borrower where:

		(i)	"control" of the Borrower means (A) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (1) cast, or control the casting of, more than 50 per cent (50%) of the maximum number of votes that might be cast at a general meeting of the Borrower or (2) appoint or remove the chairman of the board of directors or the majority of the directors or other equivalent officers of the Borrower, or (3) give directions with respect to the operating and financial policies of the Borrower with which the directors or other equivalent officers of the Borrower, as the case may be, are obliged to comply and/or (B) the holding beneficially of more than 50 per cent. (50%) of the issued share capital of the Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital); and

		(ii)	"acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively

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			co-operate, through the acquisition directly or indirectly of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Borrower provided that for the avoidance of doubt no action by the Lenders (in any capacity) shall result in those Lenders being deemed to be acting in concert for this purpose

			or

		(B)	Oaktree Capital Management, L.P. and any fund or funds solely managed by Oaktree Capital Management, L.P. directly or indirectly either:

		(i)	ceases to be able through its appointees to the Borrower's Board of Directors (including the chairman (who shall have the casting vote)) to control the Board of Directors of the Borrower; or

		(ii)	ceases to own or control at least 33.34% of the aggregate votes outstanding in respect of the shares issued by Borrower.

	(c)	Sale or Total Loss of Collateral Vessels, in respect of which the amount prepaid shall be the amount necessary to ensure that the level of the Collateral Maintenance Test (as defined below) immediately prior to such event is the same as after the occurrence of such event provided that the Collateral Maintenance Test must always be satisfied. If a Default or an Event of Default has occurred all sales proceeds and insurance proceeds shall be applied towards prepayment of the Facility; and

Application of Mandatory Prepayments	Mandatory prepayment proceeds will be applied to repay the total amount outstanding under the Facility or, if repaid in part, applied pro rata against repayment instalments.

Breakage Cost	Any prepayment shall be made with accrued interest on the amount prepaid and, subject to breakage costs and shall be for account of the Borrowers.

Representations and warranties	Representations and warranties usual for a transaction of this type (subject to such qualifications as may be agreed) (to be given by each Obligor (including in respect of any other member of the Group as may be relevant)) and subject to usual grace periods and materiality thresholds.

	Representations and warranties shall be given/repeated (as the case may be) on the date of the Facility Agreement, each utilisation request, each utilisation date and shall also be repeated on each interest payment date and on the date of each compliance certificate. Repeating representations to be agreed.

Sale and purchase of vessels	No restrictions on sale of Collateral Vessels, other than no default, subject to the application of the mandatory prepayment provisions referred to in the section entitled "Mandatory Prepayment" above in the event of the sale

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	of a Collateral Vessel.

	No restrictions on purchase and disposal of other vessels of the Group, including new-build programmes.

Dividends	The Borrower may after the expiry of each half of its financial years distribute up to 75% of its net income for that half year period, as dividends.

	Net income will be determined based on the Borrower's financial statements as at 30 June or its annual audited financial statements, as the case may be. Any amount available for distribution based on net income for a financial year and that is not distributed shall not be carried forward.

	No dividends may be distributed at any time at which:

	-	a default or Event of Default (i) has occurred and is continuing or (ii) would occur as a result of the dividend distribution; or

	-	giving effect to such dividend distribution will result in a breach of a Financial Covenant.

	The above dividend restrictions shall cease to apply at any time:

	-	the Group LTV is 50% or below (both before and after any dividend distribution); or

	-	the Borrower is listed in the US.

	The term "dividends" as used above shall include all distributions in respect of share capital, management, advisory or other fees paid to the Borrower's shareholders, redemption or other repurchase of its shares by the Borrower and payments or repayments under any debt owed by a member of the Group to a shareholder of the Borrower or a member of the Group that is not an Obligor.

	" Group LTV " means the ratio of (y) the Group's Borrowings less Cash and Cash Equivalents to (z) the fair market value of the Group's vessels (determined in the same manner as for the purposes of the Collateral Maintenance Test).

Collateral Maintenance	The aggregate FMV of the Collateral Vessels shall at all times be at least 130% of the aggregate principal amount of the Facility (the " Collateral Maintenance Test ").

	If there is a breach of the Collateral Maintenance Test, the Borrower shall within 14 days of the occurrence of such breach, either (i) post additional collateral satisfactory to the Majority Lenders in favour of the Security

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	Execution copy Agent (it being understood that cash in US dollars placed in a blocked account that is subject to a perfected security interest shall be satisfactory to the Majority Lenders), pursuant to security documentation in form and substance satisfactory to the Security Agent, in an aggregate amount sufficient to cure such non-compliance such test to be made upon delivery of a semi-annual compliance certificate or (ii) prepay the amount necessary of the outstanding balance of the Facility to cure such breach. The Borrower shall have the right, in connection with each semi-annual determination of FMV only, to have such additional security which is provided in cash released (in lump sums of USD 1 million or, if below, the full amount of the additional security) up to the amount that is not required to satisfy the Collateral Maintenance Test at that semi-annual testing date.

Restrictions on chartering-in and FFAs	The exposure of the Group for chartering-in vessels for a remaining term that exceeds 6 months (when aggregated with the exposure under "naked" forward freight agreements (" FFAs ") as set forth below) shall not exceed an amount equal to a charter-in day rate of USD 25,000 payable on 50 % of all vessels owned by the Group for a period of 24 months (the " Maximum Exposure ")

	The Group shall be permitted to:

	(i)	enter into FFAs for the purpose of providing hedge cover against the forward positions in which the Group has a commitment in relation to the freight market risk existing because of trading of specified time charters and voyages in respect of physical vessels and cargos which the Group either owns or has chartered; and CO enter into "naked" FFAs with an aggregate exposure not in excess of (when aggregated with the chartering-in exposure set forth above) an amount equal to the Maximum Exposure,

	in each case in the ordinary course of its trading on arms' length terms and using market standard documents.

Financial covenants	The following financial covenants shall apply at all times to the Group on a consolidated basis and shall be measured semi-annually:

	(i)	Equity Ratio: The Equity Ratio shall be not less than 25%.

	(ii)	Minimum Liquidity : Minimum Liquidity (consisting of (a) the available undrawn commitment (with an unexpired maturity exceeding 12 months) under the revolving credit facility granted pursuant to the USD 75,000,000 Working Capital Facility Agreement dated 13 July 2015 between among others TORM A/S as borrower and Danske as Agent as amended, restated, replaced and/or refinanced from time to time, (b) Cash, and (c) Cash Equivalents) of the Group shall at all times be equal to or greater than the greater of (A) seventy five million Dollars (USD75,000,000) and (B) five per cent. (5%) of the Group's Total Debt;

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		provided that at all times, a part of the Minimum Liquidity equal to forty million Dollars (USD40,000,000) shall consist of Cash and Cash Equivalents.

	(iii)	Most favoured lenders. In the event that the Borrower agrees to additional financial covenants, or similar financial covenants at a stricter level with other banks, lenders and/or financiers (excluding minimum value clauses and dividend restrictions), the Borrower shall notify the Lenders and if so required by the Majority Lenders such covenants also be included in the Facility Agreement by an amendment thereto.

Insurances:	In line with the USD 130,000,000 Facility Agreement signed on 6 January 2017.

Collateral Vessel Covenants	Vessel covenants usual for transactions of this nature (subject to qualifications and exceptions as may be agreed) including but not limited to:

	(a)	The Collateral Vessels shall be employed in TORM A/S' tanker pool, with bareboat charter agreements in place between the Vessel Owner(s), TORM PLC and/or TORM A/S. No Collateral Vessel shall be employed in any other vessel pool unless (i) that vessel pool is managed by a reputable and experienced vessel pool manager, and (ii) at least 14 days prior written notice of such employment is given to the Agent. The commercial manager of the Collateral Vessels can only be changed with the consent of the Majority Lenders, which consent shall not be unreasonably withheld. The names of the Collateral Vessels may not be changed without the prior written consent of the Agent (acting on the instructions of the Majority Lenders);

	(b)	No lay up of any Collateral Vessel without the prior written approval of the Majority Lenders;

	(c)	The Collateral Vessels shall be registered and fly a flag in an Approved Jurisdiction (as defined per Annex 2) and no change of registry or flag unless to an Approved Jurisdiction;

	(d)	The Collateral Vessels shall be classed with an Approved Classification Society (as defined per Annex 2) and with no overdue recommendations. No change of class without consent of the Majority Lenders (inspections of records limited to once per year unless an Event of Default has occurred and is continuing) and subject to non-interference);

	(e)	Technical and commercial managers and the relevant management agreements shall at all times be acceptable to the Majority Lenders, acting reasonably. The Obligors and the Approved Technical Managers (as defined per Annex 2) are preapproved;

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	(f)	Technical and commercial managers to provide an undertaking in form and substance satisfactory to the Majority Lenders whereby they inter alia subordinate their claims against the Obligors and the Collateral Vessels (The Obligors shall only be required to use reasonable commercial efforts to obtain subordination from third party managers);

	(g)	Compliance with any code or prescribed procedures required to be observed by a Collateral Vessel or the persons responsible for its operation under any applicable law (including, but not limited to, those currently known as the ISM Code and the ISPS Code);

	(h)	The Collateral Vessels shall operate in compliance with all applicable sanctions regimes (the relevant provisions to be as per Annex 3); and

	(i)	No repairer liens in excess of USD 6 million in respect of a Collateral Vessel without the Security Agent's prior written consent.

Information Undertakings	Information undertakings usual for transactions of this nature, including but not limited to the following to be provided to the Lenders:

	(a)	Consolidated audited annual financial statements as soon as available and no later than 120 days after the close of each fiscal year in respect of the Borrower, unconsolidated audited financial statements of TORM A/S and, upon request, unconsolidated audited financial statements of the Vessel Owner(s);

	(b)	Consolidated un-audited quarterly financial statements (including P/L, balance sheet and cash flow statements, as well as, for each quarterly financial statements for the periods ending on 30 June and 31 December, cause/effect analysis of deviations to the budget) as soon as available, but no later than 47 days after the close of the respective financial quarter in respect of the Borrower;

	(c)	Detailed consolidated forecast for the coming 12 months period showing the P/L, balance sheet and cash flow statements, as well as written assumptions, of the Borrower, not later than each 1st December. If the forecast is updated or amended in any material respect, the Borrower shall provide such updated forecast together with the next compliance certificate;

	(d)	Such other information as the Lenders reasonably require relating to vessels chartered-in by the Group, including details of how any charter commitments in respect of vessels chartered-in by members of the Group are classified as a "liability" in the relevant compliance certificate;

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	(e)	Customary semi-annual compliance certificates (including supporting schedules);

	(f)	Semi-annual vessel valuations from two Approved Brokers (as defined per Annex 2) as of 30 June and 31 December to be delivered together with each semi-annual compliance certificate; provided that the Majority Lenders shall be entitled (upon 30 days' prior notice to the Borrower) to require additional vessel valuations from time to time if they reasonably suspect a financial covenant or Collateral Maintenance Test breach or breach of the restrictions on chartering-in and FFAs or for each Loan (the additional vessel valuations shall prevail). The costs of all vessel valuations (whether obtained by a member of the Group or by the Agent) will be for the account of the Borrower;

	(g)	Customary KYC provisions, including in case of any Change in UBO after the signing date and any Applicable KYC Procedures;

		" Applicable KYC Procedures " means any applicable 'know your customer' checks or similar identification procedures, or equivalent internal policies of a Lender, or any equivalent procedures required by applicable law or regulations (including the Money laundering and anti-terrorism Act (Wet ter voorkoming van witwassen en financieren terrorisme).

		" Change in UBO " means any event by which a private individual (natuurlijk persoon) (i) acquires the legal and/or beneficial ownership (directly or indirectly) of 25% per cent. or more of the issued share capital of an Obligor or (ii) the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to (directly or indirectly) cast, or control the casting of; 25 per cent. or more of the votes that might be cast at a general meeting of the Obligor or (iii) is otherwise able to exercise effective control over the Obligor;

	(h)	Notice of default/Event of Default, material litigation, material environmental matters, major casualty events and total loss and details of any claim, action, suit, proceeding or investigation in connection with sanctions against any Obligor or member of the Obligor's Group, any of their respective directors, employees, or any joint venture controlled by an Obligor, as well as any information on what steps are being taken with regards to answering or opposing such; and

	(i)	Such other information as the Lenders acting through the Facility Agent and Security Agent shall reasonably require.

Other Undertakings	Other undertakings usual for transactions of this nature (subject to qualifications and exceptions as may be agreed), including but not limited to with regard to the Obligors and any other member of the Group as may be relevant, to include, but not be limited to, the following:

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	(a)	Legal structure: Except as approved by the Majority Lenders, no Obligor will enter into any amalgamation, demerger, merger, consolidation, re-domiciliation, legal migration or corporate reconstruction;

	(b)	Change of Business: No change of business of any Obligor. The Vessel Owner(s) shall not conduct any business other than the ownership and operation of the Collateral Vessels and any business incidental thereto;

	(c)	Joint ventures: No joint ventures to be entered into by the Vessel Owner(s);

	(d)	Financial Indebtedness: No restrictions on the ability of the Obligors (other than the Vessel Owner(s)) to incur additional debt (subject, however, to pro forma compliance with financial covenants, compliance with Collateral Maintenance Test and the restrictions on chartering-in and FFAs and no Event of Default, in each case at the time of incurrence); No Financial Indebtedness to be incurred by the Vessel Owner(s) and no guarantees to be given by the Vessel Owner(s) (other than the guarantee of the Facility);

	(e)	No use of the proceeds from the Facility for any purpose other than as set out herein or in violation of any applicable sanctions (the provisions regarding sanctions to be as per Annex 3);

	(f)	No security interest: The Obligors will not assume or permit to exist any security interest over any Collateral Vessel or other assets securing the Facility, except for the security for the Facility and ordinary maritime liens;

	(g)	Hedging: The Group shall not enter into any speculative hedging transactions (which would include hedging transactions which are: (a) not entered into to hedge a real risk or exposure which the Group has, or (b) which are entered into by the Group for the main purpose of financial gain or loss); provided that the Group shall be permitted to enter into FFAs as set out in "Restrictions on chartering-in and FFAs";

	(h)	Inspection: The Lenders have the right to inspect, or appoint a third party to inspect, any of the Collateral Vessels at any time with the costs of each inspection to be borne by the Borrower. Such inspections will be limited to one inspection per Collateral Vessel during each calendar year (including any inspection made for the purpose of determining the FMV), unless an Event of Default has occurred and is continuing;

	(i)	Maintenance of authorisations;

	(j)	Maintenance of listing of the Borrower;

	(k)	Environmental compliance;

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(l)	Preservation of assets, insurances and existence;

(m)	No change of end of fiscal years or accounting methods;

(n)	Compliance with laws (including applicable sanctions (the provisions regarding sanctions to be as per Annex 3 and including any rules and regulations on scrapping and dismantling of vessels);

(o)	No Collateral Vessel may be scrapped or dismantled by any Obligor or any other member of the Group unless the green passports or equivalent documentation for hazardous materials on board the Collateral Vessel has been established for such Collateral Vessel;

(p)	Payment of taxes;

(q)	Limitations on change of type of organization and jurisdiction of organization;

(r)	Subordination of any intercompany loans subject to the parties thereto being able to make all payments under, cancel and otherwise deal with such loans until an Event of Default has occurred;

(s)	Charter parties:

	(i)	The Borrower and/or TORM A/S shall promptly notify the Facility Agent of any Charter made for a period which is longer than thirteen (13) months (including any optional or automatic extension periods) and shall deliver to the Facility Agent, upon the Facility Agent's reasonable request, a summary of all Charters to which the Collateral Vessels are subject, including the identity of the charterers;

	(ii)	The Borrower and/or the relevant Vessel Owner(s) shall give notice of the assignments contained in the assignment of time charter contracts for each Collateral Vessel to the charterer under any Charter for such Collateral Vessel longer than thirteen (13) months (including any optional or automatic extension periods) immediately upon entry into the General Assignment (or, if later, the date of entry into such Charter) and shall ensure that the Facility Agent and the Security Agent receives a copy of that notice, however, no notice shall be required if the Borrower may demonstrate sound commercial reasons for not providing such notice;

	(iii)	No bareboat charterparties or bareboat registrations in respect of any of the Collateral Vessels (other than as between the Borrower, the Vessel Owner(s) and/or TORM A/S) without the consent of the Facility Agent.

(t)	Related party transactions: Any agreements and transactions between

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		members of the Group and related parties to be on arm's length terms and conditions; and

		(u)	Other Group companies: Negative pledge and restrictions on indebtedness in respect of the Vessel Owner(s) subject to reasonable exceptions to be agreed.

Events of Default	Events of default including but not limited to (and to include such events related to any member of the Group as may be relevant):

		(a)	Payment default;

		(b)	Breach of financial covenants (as mentioned in this term sheet) and the insurance covenants;

		(c)	Breach of Collateral Maintenance Test provided that the breach has not been remedied in accordance with the relevant provisions of the Facility Agreement;

		(d)	Breach of any sanctions related representations, warranties, covenants or undertakings;

		(e)	Breach of any other covenants or any other obligations, subject to a 10 business day grace period, unless in the Facility Agent's reasonable opinion it will not be possible to remedy the relevant breach within such period;

		(f)	Cross default to other financial indebtedness (subject to USD 10m threshold);

		(g)	Bankruptcy, insolvency, creditors' process (subject to USD 10m threshold for Obligors other than the Vessel Owner(s) and USD lm threshold for the Vessel Owner(s)) etc.;

		(h)	Arrest and detention of a Collateral Vessel;

		(i)	Misrepresentation, subject to 15 business day grace period if capable of remedy;

		(j)	Breach of material contracts;

		(k)	Unlawfulness and invalidity;

		(l)	Cessation of business and revocation of authorisations;

		(m)	Change of ownership of Obligors (other than the Borrower);

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		(n)	Qualified opinion or adverse opinion (as contemplated by international auditing standards as at the date of the Facility Agreement) in respect of audited financial statements of the Borrower;

		(o)	Expropriation;

		(p)	Repudiation and rescission;

		(q)	Material adverse change;

		(r)	Litigation; and

		(s)	Loss of registration of a Collateral Vessel.

	Appropriate remedy periods, qualifications, materiality and thresholds to be agreed.

Miscellaneous provisions	A facility agreement reflecting the terms and conditions of the Facility (the " Facility Agreement ") to be prepared.
	Documentation generally to be based on the existing TORM loan documentation with the necessary adjustments to reflect the terms expressly specified in this term sheet, size and complexity and, to the extent required, the current recommended form of the LMA multicurrency syndicated facility agreement. Such documentation shall include, without limitation, indemnification for increased costs (including Basel III and IV, CRD IV and CRR), tax gross-up, market disruption provisions, FATCA, sanctions provisions, protective provisions for such matters as defaulting banks, capital adequacy, reserves, funding losses, illegality and withholding taxes, and other relevant provisions such as bail-in clauses etc.

Conditions Precedent	Such conditions precedent as are customary for a transaction of this kind to be further set out in the Facility Agreement, and which shall be in form and substance acceptable to the Lender, as the case may be. The conditions precedent shall be completed and delivered at the times to be agreed.

Law and jurisdiction	English law and jurisdiction except with respect to security documents.

Annex 1: Collateral Vessels

	Type	Vessel Name	Vessel Owner	Deadweight	Built	Yard	Vessel in mill. USD	Value in mill. USD	Value [date]
							Clarksons	Fearnleys	Average
I	LRI
2	LRI

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Annex 2

Approved Brokers	Clarksons Platou, Maersk Broker, Braemar ACM, Arrow Shipbrokers, Fearnleys, SSY Valuation Services Limited, Inge Stensland, BRS and Lorentzen & Stemoco (or, in each case, any of their Affiliates) and such other reputable international and independent consultancy or ship broker firm approved in advance by the Facility Agent (acting reasonably).

Approved Classification Society	Lloyds Register, DNV GL or American Bureau of Shipping or such other clarification society approved by the Facility Agent (acting reasonably)

Approved Technical Managers	[ · ] ¹

Approved Jurisdiction	Singapore, Denmark, Norway, United Kingdom, Isle of Man, Bahamas, Bermuda, Panama, Malta, Marshall Islands, Cyprus, Hong Kong and Liberia or such other jurisdiction approved by the Facility Agent (acting on instruction of all Lenders).

¹ To be agreed in connection with documentation.

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Annex 3

Sanctions provisions

Definitions

" Restricted Party " means a person:

a)	that is listed on any Sanctions List (whether designated by name or by reason of being included in a class of person) or otherwise is a target of Sanctions Laws;

b)	that is domiciled, registered as located or having its main place of business in, or is incorporated under the laws of any country or territory that is the target of comprehensive, country- or territory-wide Sanctions Laws;

c)	that is directly or indirectly owned or controlled by a person referred to in a) and/or b) above; or

d)	with which any national of a Sanctions Authority is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.

" Sanctions Authority " means (a) the United Nations, the European Union, the member states of the European Union, the United Kingdom, Singapore, the US or any country to which any Obligor, or any other member of the Group or any Relevant Affiliate or any of them is bound or (b) the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (" OFAC "), the United States Department of State and Her Majesty's Treasury ("HMT").

"Sanctions Laws" means the trade, economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adopted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list of persons or entities maintained by or published in connection with Sanctions Laws, by or on behalf of any Sanctions Authority, each as amended, supplemented or substituted from time to time.

Illegality

Mandatory prepayment shall be required in case of illegality, including under applicable Sanctions Laws.

Obligors' indemnity of Finance Parties

The obligation to indemnify shall include losses and reasonable costs incurred a Finance Party as a result of the conduct of an Obligor or any of their partners (where such Obligor is a partnership) directors, officers, employees, agents or advisors that violates any Sanctions Laws, and shall cover any cost, loss or liability incurred by each Finance Party in any jurisdiction arising or asserted under or in connection with any Sanctions Laws as a result of the aforementioned.

Representation

a)	Each Obligor and their respective directors, officers, joint ventures and employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in

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No Obligor nor any other member of the Group or any Relevant Affiliate of any of them or their respective directors, officers, joint ventures or employees and, to the best of each Obligor's knowledge, their respective agents and representatives (each acting in the capacity as agent or, as the case may be, representative for an Obligor):

is a Restricted Party, or is involved in any transaction through which it is likely to become a Restricted Party or acts directly or indirectly on behalf of a Restricted Party; or

ii)

is subject to or involved in any inquiry, claim, action, suit, proceeding or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

Such representation to be made on the Closing Date and on the date of each loan and to be a repeating representation with no remedy period applicable in case of misrepresentation.

Information obligation

The Borrower shall supply to the Agent:

promptly upon becoming aware of them, the details of any inquiry, claim, action, suit, proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any members of the Group, any of their joint ventures or any of their respective directors, officers, employees, or, in their capacity as agents or representatives of such member of the Group, their agents or representatives, including information on what steps are being taken with regards to answer or oppose such; and

promptly upon becoming aware that it, any Obligor or any of their respective directors, officers, employees, agents or representatives is a Restricted Party, written notification thereof including identification of the Obligor or other relevant person that has become a Restricted Party and the circumstances relating thereto.

Sanctions Undertakings

(a) Use of Proceeds

The proceeds of the Loan will be used exclusively for the permitted purposes specified. No proceeds of the Loan shall be (a) made available, directly or indirectly, to or for the benefit of a Restricted Party, (b) applied in a manner or for a purpose prohibited by Sanctions Laws or (c) applied in any other manner that could result in any Obligor or a Finance Party being in breach of any Sanctions Laws or becoming a Restricted Party.

(b) Compliance with Laws

To include that each Obligor shall comply with all applicable Sanctions Laws and shall not employ the Collateral Vessel(s) owned by such Obligor, nor allow their employment, operation or management in any manner contrary to any applicable Sanctions Laws.

c)	Each Obligor shall ensure that none of them, nor any of their respective directors, officers or employees is or will become a Restricted Party.

d)	Each Obligor shall, and shall procure that each other member of the Group and each Relevant Affiliate of any of them shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Party in discharging any obligation due or owing to the Finance

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Each Obligor shall procure that no proceeds from any activity or dealing with a Restricted Party are credited to any bank account held with any Finance Party in its name or in the name of any other member of the Group or any Relevant Affiliate of any of them, to the extent such provision of proceeds would be prohibited by Sanctions Laws or would otherwise cause any Finance Party to be in breach of Sanctions Laws.

Each Obligor shall, and shall procure that each other member of the Group shall, to the extent permitted by law promptly upon becoming aware of them supply to the Agent details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions Laws by any Sanctions Authority.

g)	No Obligor shall permit or authorise and each Obligor shall prevent any Collateral Vessel being used directly or indirectly:

by or for the benefit of any Restricted Party in violation of Sanctions Laws or in any manner which would otherwise cause any Finance Party to be in breach of Sanctions Laws; and/or

ii)

in any trade which is reasonably likely to expose the Collateral Vessel, any Finance Party, any manager, crew or insurers to enforcement proceedings or any other consequences whatsoever arising from Sanctions Laws.

(d) Compliance with sanctions regimes

The Obligors, the Collateral Vessels and every person who owns, operates or manages the Collateral Vessels shall comply with all applicable sanctions regimes (including, among others, the European Union, Singapore, the United States, the United Kingdom and the United Nations).

Events of default

No remedy period to be applicable to breach of undertakings in respect of Sanctions Undertakings.

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SIGNATURES TO TERM SHEET FOR TORM PLC USD 50,000,000 FACILITY

For and on behalf of TORM PLC

/s/ Jacob Meldgaard		/s/ Christian Søgaard-Christensen
Print name:	Jacob Meldgaard	Print name:	Christian Søgaard-Christensen
Capacity:	Executive Director	Capacity:	CFO



For and on behalf of ABN AMRO BANK N.V.

/s/ Jacco Keizer		/s/ Mick Borms
Print name:	Jacco Keizer	Print name:	Mick Borms
Capacity:	Mgr. Director	Capacity:	Executive Director

The BUSINESS PRINCIPLES reflect the values of the philosophy and form the guidelines for the way we conduct our business. The principles ensure that we are in compliance with legislation and live up to our commitment to responsible business practice. This document outlines TORM's business principles from 2012.

TORM LEADERSHIP PHILOSOPHY outlines the values that drive our Performance, Relations and Personal Leadership. The philosophy is meant to inform and inspire leadership in TORM.

The Policies cannot be deviated from and must be followed by all managers and employees in TORM. They ensure good behavior, trust and transparency.

These are the principles by which we conduct our business, to ensure that we are in compliance with legislation, live up to our commitment to responsible business practice and thereby remain a trustworthy and attractive business partner.

MAINTAINING A GOOD
WORK PLACE

·	We are committed to providing a safe and secure work environment

·	We maintain an open work culture in which people can raise concerns and ask for advice

·	We encourage and support professional development for our employees

·	We expect honest use of time, funds and property from our employees

REDUCING
ENVIRONMENTAL IMPACT

·	We protect the environment by exercising constant care in our operations

·	We are committed to continually improving our environmental performance

RESPECTING
PEOPLE

·	We enforce a work environment free of harassment and discrimination

·	We offer equal opportunities for our employees

·	We respect employees' right to privacy

·	We respect the right to associate freely, to join — or not join — unions and to bargain collectively

DOING BUSINESS
RESPONSIBLY

·	We make sure all employees have knowledge and understanding of relevant laws and regulations

·	We do not accept corrupt business practices

·	We are committed to promoting responsible business practices in our supply chain

·	We want to be an asset to the communities where we are located

ENSURING
TRANSPARENCY

·	We pursue an open-minded dialogue with our stakeholders

·	We report to our stakeholders in a transparent way

·	We pay special attention to the antitrust laws in all countries we operate in

·	We expect employees to protect the confidentiality of TORM information

·	We expect employees to stay free of conflict of interest in relation to TORM

Introduction

Every day, employees around the world make large and small decisions that affect TORM's performance and reputation. To assist you in making the right decisions, we wish to share TORM's business principles with you, which set the standards for how we do business and specify the encouraged and accepted behavior in our company.

TORM's business principles help us stay in compliance with legal and regulatory requirements and maintain responsible business practices as part of our commitment to the UN Global Compact ( www. unglobalcompact.org ). The principles are underlined by TORM's Leadership Philosophy.

We believe that responsible business practice makes good business sense and is a prerequisite for long-term value creation in our industry.

The principles at work

The principles apply to the TORM Group of companies ranging from the Board of Directors, to the Senior Management Team and all TORM employees — a shorebased and at sea — and across all geographies.

Your direct manager is responsible for ensuring that you know and understand the principles. You are responsible for adhering to the principles.

Dilemmas and questions where the principles cannot give clear or sufficient answers will undoubtedly arise. In those cases, you must seek advice and guidance from your direct manager or the designated CSR contact ( csr@dtorm.com ).

On the following pages, we explore the principles in more detail and outline what each principle implies for you as an employee or manager in TORM.

In case of violation of the principles

REPORTING VIOLATION

If you experience a violation of the principles, it must be brought to the attention of your direct manager.

Violations related to vessels, including safety of seafarers and cargo, can be reported to the Designated Person. For more information, please see document no. PWCN-5GBCH7 in TORM's Quality Management System (QMS), visit http://intranet/Organisation/DesignatedPerson , or see poster about Designated Person on vessels.

If no action is taken, you may report the issue to the designated CSR contact (csr@torm.com) or the Senior Management Team.

Instances may occur where you feel that a concern cannot be raised with any of these, or where you find that a concern raised has not been satisfactorily addressed. In such cases, you can use the whistleblower function, which is solicited by the Board of Directors to receive and process concerns and claims relating to TORM. For more information, please visit www.torm.com

Any information will be treated confidentially. TORM's policy of no-blame applies to reporting violations of the principles.

CONSEQUENCE OF VIOLATION

In case of violation of the principles, TORM may, subject to local law and regulations, impose sanctions such as disciplinary actions, censorship or termination of employment.

Maintaining
a good workplace

We are committed to providing a safe and secure work environment, and we comply with all relevant health and safety rules and regulations. We are continuously raising safety levels on board our vessels by encouraging a safety culture ashore and at sea.

OUR EMPLOYEES:

·	Observe all procedures and instructions in our safety management system

·	Use the provided personal protection equipment on board the vessels

·	Report all deviations from procedures and instructions

·	Be cooperative when vessels and offices are audited

·	Participate in determining the cause of incidents and in the efforts to avoid reoccurrences

·	Take action if witnessing something that is not in order, even if it is not formally your responsibility

OUR OFFICERS AND MANAGERS:

·	Lead by example in safety related issues and participate in establishing safety campaigns

·	Identify on a continuous basis any needs for extra training to ensure a high safety level on board our vessels and in the offices

·	Ensure that lessons learned from incidents are communicated to the crew on board the vessels

We maintain a work environment in which people can raise concerns and ask for advice. We believe that different viewpoints and experiences will help us develop the innovative solutions we need to be competitive in the global market.

OUR EMPLOYEES:

·	Do not hesitate to voice suggestions or critical viewpoints

·	Do not fear reprisals when reporting non-compliances with regulations or procedures

OUR OFFICERS AND MANAGERS:

·	Be open to input given by your team, also in cases of critical viewpoints

We encourage and support professional development for our employees.

OUR EMPLOYEES:

·	Contribute to knowledge sharing, exchange of ideas and to continually upgrade your professional skills

·	Stay updated on commercial and technological developments, which are relevant to your job and profession

OUR OFFICERS AND MANAGERS:

·	Ensure that all your employees have professional development plans and are in a position to prioritize this

We expect honest use of time, funds and property from our employees.

OUR EMPLOYEES:

·	Give priority to TORM's business needs in the allocation and use of time at work

Exercise care when using Company property and ensure its proper maintenance, security, handling and operation. Misuse of Company property may include removal of property from Company premises, copying of copyrighted/licensed materials, inappropriate use of the property or misappropriation of Company funds

·	Will be held financially and/or criminally responsible for any losses due to fraud or mistreatment of property

Q&A

Q:	Will I be penalized if I stop work when I have concerns about safety issues, which are not addressed?

TORM is committed to providing a safe workplace for everyone and that includes stopping work if we ever have concerns about health and safety. We will not tolerate retaliation against anyone who in good faith stops work for safety issues. If you are unable to discuss this with your direct manager for any reason, contact the SQE Management or the Designated Person.

Q:	Some of my co-workers do not tidy up properly after their work. It is not my job to clear up after them, but on the other hand, it may pose a safety risk. How should I react?

A:	Doing things the right way means not looking the other way if you think someone is doing something wrong. You are obligated to take action if you see something wrong, even if it is not formally your responsibility. Discuss the issue with your direct manager or contact the SQE Management.

Q:	What is meant by an open culture?

An open culture is one in which all employees feel free to share opinions and perceptions in a professional manner in order to resolve issues. It is one in which management listens to these concerns and does not retaliate against those who raise them. However, this does not give permission to disclose confidential supplier, customer, or competition-sensitive information.

Q:	My manager demands that we meet targets that I believe can only be met by breaking safety procedures. What should I do?

Safety procedures should never be compromised and putting safety procedures second to operations is unacceptable. You should first consider discussing the situation with your direct manager. If you are uncomfortable doing this or if you are unsuccessful in gaining his attention, you should contact the SQE Management or the Designated Person.

Q:	May officers on board TORM vessels drink alcohol?

As the procedure in our safety management system prescribes, no one may be under the influence of alcohol to such an extent that the Blood Alcohol Content (BAC) exceeds 0.4 ⁰ / ₀₀ (40 mg / 100 ml) while on duty. Alcoholic beverages may not be consumed within the last four hours before going on duty and while on duty.

Q: Is it okay to use my computer to write a personal letter or to surf the Internet during my lunch break?

Generally, limited use of company resources for personal use is permitted as long as there is no incremental cost to TORM. Examples of personal use include using a company computer to write a personal letter or to surf the Internet during a lunch break or using a company copier to make copies of a small homework assignment. You must use good judgment. For example, recreational Internet surfing is much like browsing through a magazine. If in doubt, consult with your manager before using company resources for personal use.

REDUCING

ENVIRONMENTAL IMPACT

We protect the environment by exercising constant care in our operations, and we operate our vessels in accordance with all applicable laws and regulations.

OUR EMPLOYEES:

·	Exercise caution and concern for the environment in all your daily activities

·	Observe all procedures and instructions in our safety management system

·	Report all deviations from procedures and instructions

·	Promote environmental awareness among your colleagues

We are committed to continually improving our environmental performance beyond compliance with legislation.

OUR EMPLOYEES:

·	Identify opportunities to improve environmental performance, e.g. minimizing waste, optimizing resource consumption and operating the vessels most efficiently

OUR OFFICERS AND MANAGERS:

·	Evaluate suggestions and take action when deemed relevant

Q&A

Q:	Why should we improve our environmental performance beyond compliance with legislation?

Our certification according to ISO 14001 is a commitment to continuous improvement of our environmental performance where legislation is the baseline. Additionally, due to our commitment to the UN Global Compact, we are expected to contribute to promoting environmental responsibility and development and diffusion of environmentally friendly technologies. Of course, it should always be assessed how environmental initiatives will affect our competitiveness. However, we believe that high environmental standards will be key competitive parameters in the future.

Q:	My manager asked me to follow a procedure that I believe is environmentally incorrect. What should I do?

Never guess about environmental procedures. If you are uncertain of the procedure, check with your manager to be sure you have understood the request. If you still feel the request violates environmental regulations, report the concern to the Environmental Department, SQE Management or the Designated Person.

RESPECTING

EMPLOYEES

We respect the values and cultures of our employees and business partners. We do not accept discrimination with respect to gender, ethnicity, religion, sexual orientation, handicap or age. We work towards a diverse workplace in which everyone is included and respected and we regard well-being at work as a shared responsibility.

OUR EMPLOYEES:

·	Contribute actively to maintaining a good working atmosphere by showing your colleagues respect

·	Do not take part in harassment

·	Intervene and/or report discrimination

We are committed to providing equal employment and career opportunities for qualified applicants and employees.

OUR EMPLOYEES:

·	Pursue any professional opportunity TORM offers according to your qualifications

OUR OFFICERS AND MANAGERS:

·	Ensure that every employee is treated equally and evaluated according to qualifications, and spot and encourage talented employees

·	Do not emphasize a person's gender, age, nationality, ethnicity, religion, sexual orientation, disability, etc. in recruitment, salary adjustment, career development, training and dismissal

We respect employees' right to privacy and protect the privacy of employees' personal information. We must ensure that appropriate systems are in place to safeguard the access to this type of information.

OUR OFFICERS AND MANAGERS:

·	Use only the minimum necessary health tests, as specified under the law or desired by employees, and be cautious with medical testing of applicants

·	Be cautious to ask about an applicant's personal circumstances, such as political beliefs, sexual orientation, religion, family circumstances, etc.

·	Be cautious when registering an employees' personal information and be aware that all employees are entitled to see the accounts of personal information held about them

We respect the right to associate freely, to join — or not join — unions, and to bargain collectively and we encourage a constructive dialogue about working conditions.

OUR OFFICERS AND MANAGERS:

·	Ensure that employees and management have a formalized dialogue concerning working conditions

Q&A

Q:	A co-worker has spoken to me in a way I believe is inappropriate, and it has made me uncomfortable. What should I do?

A:	You can politely but firmly confront the individual. State how you feel about his or her actions and ask the person to stop the behavior immediately. Or you can report the behavior to your direct manager, HR or the designated CSR contact.

Q:	My manager often tells rude and sometimes racist jokes. I do not believe they are directed at me, but I still feel uncomfortable. I am also worried about how some of my colleagues will feel? What should I do?

A:	Your manager's behavior is unacceptable. You should ask him or her to stop this behavior. If you are not comfortable doing this, contact HR or the designated CSR contact.

Q:	We are recruiting for a job that involves extensive travel. One of the candidates is a single parent, and despite having excellent experience and qualifications, I do not believe she or he will cope with the travel. I suppose I should just interview her as a courtesy?

By making such an assumption, you are violating our principles, and in some locations possibly breaking the law. In this case, you must give the candidate the opportunity to demonstrate that she or he can cope with the required travel. The decision, that this candidate is unsuitable for the job must be based on merit, which has been evaluated fairly during the recruitment process, and not because she/he is a single parent.

Q:	Can I ask a job candidate if he or she is married and has children?

A:	No, you may not ask personal questions, e.g. questions about marital status and children, religious affiliation, medical information or age.

Q:	If I encourage a woman to apply for a position, because I think we need more female managers, would I not be discriminating against male applicants?

It is not discriminating to attempt to equalize the balance between the genders by giving special attention to female talent. Because there are so few women in the shipping industry, we want to ensure that those who have the skills and potential are discovered and get an opportunity to exploit it. It is simply a matter of maximizing the talent pool.

DOING BUSINESS

RESPONSIBLY

We make sure our employees know relevant international and national laws, regulations and recommendations from international shipping authorities and organizations.

OUR EMPLOYEES:

·	Adhere to laws, standards and restrictions imposed by relevant authorities

·	Be responsible for understanding laws and regulations that apply to our business and your job and for preventing, detecting and reporting instances of non-compliance

OUR OFFICERS AND MANAGERS:

·	Ensure necessary resources are available for your employees to know and understand relevant legal and regulatory frameworks

·	Have a continuous dialogue with relevant authorities and organizations to stay abreast of upcoming legislation and recommended standards and be able to act proactively

We will not accept corrupt business practices and we want to avoid the use of facilitation payments (defined as a payment of minor value for a service which we are already entitled to and should not have to pay for).

OUR EMPLOYEES:

·	Never give or receive a bribe. No employee will be penalized or be subject to other adverse consequences, for refusing to pay bribes even if it may result in TORM losing business

Do not accept social invitations from business partners, which appear to be aimed at gaining an improper advantage and/or involve excessive cost. When you entertain business partners or colleagues, the cost and nature of the entertainment must be planned and carried out in a way, which reasonably furthers the business of TORM. If in doubt, consult your superior

·	Are permitted to give or accept gifts of moderate value. Gifts, which are beyond symbolic tokens or above the value of $100, must be reported to your superior. Gifts include physical objects, services, favors or other items of value

Actively resist claims for facilitation payment, except in incidents where personal safety is at risk. Any amount paid must be kept to a minimum and must always be reported according to the procedure for reporting and monitoring facilitation payments in TORM. Read the procedure in TORM's Quality Management System (QMS)

We are committed to promoting responsible business practices in our supply chain. We seek to have a positive impact within our sphere of influence. When possible, we will give preference to suppliers who share our commitment to lawful and ethical behavior.

OUR EMPLOYEES WITH SUPPLIER CONTACT:

·	Familiarize yourselves with TORM's commitment to responsible business practices in the supply chain (available at http://intranet/divisions/Group-Procurement)

·	Do not necessarily break immediately with a supplier who does not fulfill our expectations, but rather encourage the supplier to work systematically to improve performance within a set time period

·	Report to your manager or to the designated CSR contact ( csrCdtorm.com ) if you experience or suspect non-compliances with our requirements.

We want to be an asset to the communities where we are located. We will work with communities to support educational institutions and other worthy causes.

OUR OFFICERS AND MANAGERS:

·	Encourage your employees to partake in local social responsibility activities. Be aware that being socially responsible has different meanings in different locations and initiatives may take various forms across regions

Q&A

Q:	How do we prioritize CSR performance when we evaluate our suppliers? Is CSR as important as price and quality?

We prefer suppliers who share our commitment to lawful and ethical behaviour. We are currently developing our supplier dialogue on CSR. The first step we have made is to make CSR assessment a part of our tender process to ensure that the evaluation of potential suppliers is a joint assessment of quality, price and CSR performance.

Q:	How do we react if a supplier conducts business in a way that conflicts with our business principles? Will we terminate the cooperation?

The challenge is to strike a balance between the commercial imperative of continuing doing business and the ethical demands. There might be economic, political or cultural reasons for differences in ways of conducting business, but if the supplier is committed to improving the critical issues, TORM should instead consider how we may assist the supplier. Terminating the business partnership might not serve the overall aim of ensuring the core human rights and labour rights and reducing environmental impacts.

Q:	We use a contractor to do some work for TORM. I know some people who work for this contractor, and they told me they may not be doing this work in a way that is consistent with regulatory requirements. Does this matter and should I report this?

A:	Yes, it matters. What the contractor is doing might even make TORM liable. But even if there would be no liability, we still care. You should report this to your direct manager or the designated CSR contact.

Q:	How do I react if I am asked to give a minor payment to an inspector on board a vessel?

It is TORM policy to resist facilitation payment, except in incidents where personal safety, environmental safety, vessel or cargo safety is at risk. If you cannot avoid making a payment, it must be reported according to TORM's procedure. See procedure and policy on facilitation payments in the Quality Management System (QMS).

Q:	A port official has told me it will take weeks to deliver materials to a vessel unless a payment is made to help him expedite our shipment. Should I comply with his request?

A:	First ask to get a receipt. If that is not possible, this payment likely violates the principles. This is a legal determination, and you must review the arrangement with the Legal Department before agreeing to make any payments to government officials.

Q:	I am finalizing an important contract with a supplier who has just sent me an expensive gift? Should I keep it?

No. Even if the supplier is not intending to deliberately influence your decision, the timing of the gift indicates poor judgement on their behalf. You should return the gift and explain that we only accept gifts that are modest and could not reasonably be regarded as attempting to create a business obligation.

I was told that I could hire a consultant to take care of getting all the permits we need from a foreign government. He requested a $40,000 retainer and said that he would use the money to help move the process along. Since we do not really know where the money is going, do we have to worry about it?

A:	Yes, you do have to worry about it. You must know where that money is going and for what purpose it is being used to ensure that the money is not used as a bribe. Seek the advice of your direct manager or the Legal Department immediately.

Q:	The agent that my predecessor hired to negotiate on our behalf with local government officials is doing a great job, but his fees seem to be higher than I would have expected. What should I do?

Any issues must be completely resolved as you must never continue to use a third party if you are aware of, or suspect, improper behavior. You should review the agent's contract and confirm that our Supplier Code of Conduct has been provided to them, that they understand what it means and they acknowledge this understanding. At all times, the third party must comply with all relevant laws, including ensuring that no portion of their fees are being offered directly or indirectly to the benefit of the government.

ENSURING TRANSPARENCY

AND FAIRNESS

We will pursue an open-minded dialogue with our stakeholders about their expectations and our performance. However, TORM is a listed company and therefore it is of the utmost importance to avoid spreading of misunderstandings and misinformation.

OUR EMPLOYEES:

·	Actively engage in a constructive dialogue with stakeholders at meetings, events, etc. to learn about their expectations and needs

·	Have a continuous dialogue with customers to stay ahead of their needs and demands for new solutions

·	Refer to the Communications Department if you are approached by a journalist. Only Executive Management may approach the press or respond to queries from the press without prior consultation with the Communications Department or Investor Relations. Read our Press Policy on the intranet

We are accountable to our stakeholders and report on our financial, social and environmental performance in an accurate and transparent way.

OUR EMPLOYEES:

·	Keep TORM's books, records and accounts in a way, which accurately, fairly, and in detail reflects transactions and dispositions of assets

·	Do not intentionally make any false or misleading entry in books or records

·	Are prohibited to destroy or conceal a record with the intention to impair its integrity

We want to compete in a free market and follow the antitrust laws in all countries we operate in. Information about competitors must always be collected in an ethical manner.

OUR EMPLOYEES:

·	Do not enter into cooperation with competitors that can result in anything resembling illegal agreements in terms of pricing, market sharing, misuse of dominant position or other conditions where free competition is prevented or reduced. This applies whether the contact is written or oral

·	Only collect information about our competitors from legitimate sources

·	Do not accept or use confidential material, which rightfully belongs to others

We expect employees to protect the confidentiality of TORM information.

OUR EMPLOYEES:

·	Maintain absolute confidentiality with regard to all confidential information obtained during and after employment with TORM. Absolute confidentiality applies to commercial and operational matters relating to TORM, business partners and private individuals

·	Do not disclose information to unauthorized persons inside or outside TORM unless authorized to do so

·	Refrain from discussing or disclosing any confidential information about TORM unless authorized to do so

We expect employees to stay free from actual or potential conflicts of interest in relation to TORM. Conflict of interest is when an employee directly or indirectly has a personal interest that may affect the assessments and decisions they make on behalf of TORM.

OUR EMPLOYEES:

·	Avoid any situation or action which may involve conflict of interest with TORM

·	Discuss matters with your immediate superior if you are aware of a conflict of interest — or if you are unsure whether a conflict exists. Immediate superiors are direct managers, HR, the Senior Management Team or the Chairman of the Board of Directors, as appropriate

·	Never use or attempt to use your position with TORM to obtain improper personal benefits — or benefits for your family or friends

·	Do not engage in activities for a competitor, customer or supplier, if such activities may conflict with obligations to TORM

Q&A

Q:	What should I do if an employee of a competitor approaches me to discuss prices or market conditions?

A:	Such discussions should be avoided. You should inform the competitor's employee that you will not engage in any such discussions and promptly contact an attorney in the Legal Department who will assist you in taking any other steps that might be advisable to protect you and TORM.

Q:	I used to work for a competitor to TORM. Can I brief my team on the competitor's proposal strategies?

No. You have a commitment to protect confidential information of your former employer, and that commitment does not cease when you leave that company. TORM does not want information that it does not have a right to have. You need to disclose your prior relationship to your direct manager and to abide by all obligations of confidentiality owed to your former employer.

Q:	I have been assigned to develop a specification for something that TORM may decide to purchase from an outside source. Can I accept help from potential suppliers in generating that specification?

Perhaps, but you must be careful. In cases where such an arrangement is appropriate, you must avoid receiving any proprietary information or materials. You must also avoid creation of any expectation on the part of a supplier that TORM will select that supplier or even allow that supplier to bid for the TORM requirement.

While waiting to attend a proposal meeting, I overheard a conversation that a procurement officer had with one of our competitors. The competitor told the procurement officer about his product's specifications and costs. Can I still attend the meeting? Can I write a similar proposal and send it to the officer with a lower bid?

No. You cannot take advantage of the information in any way. You should politely excuse yourself from the meeting and contact the Legal Department immediately and avoid any disclosure of the information to individuals connected with the program or proposal. As an individual, you will probably have to withdraw from the bid team, but you have done your best to protect the ability of TORM to go forward.

Q:	I just received some confidential information about a competitor. I did not ask for it, but this kind of information could be very useful to me. What should I do?

A:	Before you read or photocopy this information, contact the Legal Department to discuss how the information was acquired. That will determine whether or not you may use it. If you are allowed to use it, follow the Legal Department's instruction for documenting the source of the information.

Q:	I was asked by my manager to obtain information about competitive pricing from marketplace sources. Can I use my network of contacts to get such information?

Sources you may use include any information, which is publicly available (websites, trade publications, etc.), information obtained from customers and aggregated non-attributable price information from a trade association. Under no circumstances should direct or indirect contact be made with competitors to obtain or verify their pricing or other information.

Q:	A customer's employee has asked me to help develop the request for proposal that his employer is planning to issue for competitive bids. May I help him do this?

You may provide facts concerning TORM products and services and offer potential solutions to the customer's business needs as long as they are identified as originating from TORM. However, you may not prepare any part of a competitive request for proposal without first consulting the Legal Department.

Q&A

Q:	How do I know whether an activity in which I am engaged outside of work creates an actual or potential conflict of interest?

It is not possible to anticipate all circumstances that might signal potential conflicts of interest. A conflict situation can arise when you take actions or have interests that may make it difficult to perform your TORM work objectively and effectively. Conflicts of interest also arise when you or a member of your family receives improper personal benefits as a result of your position in TORM.

Q:	My spouse is a manager in a competing company. Is this a problem?

A:	These circumstances must be brought to the attention of your direct manager. It is important that all actual or potential conflicts be disclosed so that any issues can be anticipated and avoided.

Q:	It is the last week in the quarterly reporting period. My boss wants to make sure we meet our numbers for the quarter, so he asked me to record an unconfirmed sale now that will not be finalized until next week. Should I do what he says?

A:	No. Costs and revenues must be recorded in the correct time period. The sale is not yet complete. It would be a misrepresentation and could amount to fraud to include it in an earlier period.

Q:	My team's year-end results are ahead of budget. A piece of new non-material equipment is due to be purchased and delivered in early January of the New Year. My manager has asked that the invoice for the equipment be accrued out of this year's budget. Is this OK?

A:	The status of the budget is irrelevant. Where goods or services have not been received or supplied, the liability must not be recognized.

Q:	A colleague who works for another company asked me to provide the names of some of my business contacts. My colleague's company does not compete with TORM. Is it okay to give her this information?

Our customer information is not only confidential, but also is considered personal data. It should not be shared with anyone except as required or with the permission of the business contact. If you believe your customer could use the services of your friend's company, you might mention it to your customer and let him or her make the contact, if interested.

Q:	I occasionally work at home on my own computer. I take paper and electronic files containing customer information home with me and return the updated electronic files back to the office. Is this okay?

A:	No. If you must work at home you should be assigned a TORM-issued laptop or logon to TORM's drive e.g. through Citrix. You must not store customer information on your personal computer drive.

Q:	I lost my TORM-issued laptop. What should I do?

Promptly report any lost or stolen equipment containing TORM, employee or customer information (such as smart phones, laptops, pagers and data storage devices), or printed materials, any misdirected e-mails or any other inappropriate disclosure of TORM, employee or customer information, to the Legal Department.

[ ]	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2017

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________________ to _________________

OR

[ ]	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	Date of event requiring this shell company report:

Title of each class		Name of each exchange on which registered
Class A common shares, par value $0.01 per	share	Nasdaq Stock Market LLC

	Large accelerated filer ☐		Accelerated filer ☐

	Non-accelerated filer ☒		Emerging growth company ☒
	(Do not check if a smaller reporting company)

[ ]		U.S. GAAP
[X]		International Financial Reporting Standards as issued by the international Accounting Standards Board

[ ]		Other

PART I
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
ITEM 4.	INFORMATION ON THE COMPANY	34
ITEM 4A.	UNRESOLVED STAFF COMMENTS	52
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	53
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	74
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	79
ITEM 8.	FINANCIAL INFORMATION	81
ITEM 9.	THE OFFER AND LISTING	82
ITEM 10.	ADDITIONAL INFORMATION	83
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	99
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	99
PART II
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	99
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	99
ITEM 15.	CONTROLS AND PROCEDURES	99
ITEM 16.	RESERVED	100
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT.	100
ITEM 16B.	CODE OF ETHICS	100
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	100
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	100
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	101
ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	101
ITEM 16G.	CORPORATE GOVERNANCE	101
ITEM 16H.	MINE SAFETY DISCLOSURE	102
PART III
ITEM 17.	FINANCIAL STATEMENTS	102
ITEM 18.	FINANCIAL STATEMENTS	102
ITEM 19.	EXHIBITS	102

	Year Ended December 31,
	2017			2016			2015			2014
(USD million, except share data)
Consolidated income statement data:
Revenue		657.0			680.1			540.4			179.9
Port expenses, bunkers and commissions		(259.9	)		(221.9	)		(169.6	)		(81.2	)
Charter hire		(8.5	)		(21.5	)		(12.0	)		0.0
Operating expenses		(188.4	)		(195.2	)		(122.9	)		(50.3	)
Profit from sale of vessels		2.8			0.0			0.0			0.0
Administrative expenses		(45.0	)		(41.4	)		(19.5	)		(1.0	)
Other operating expenses		(0.4	)		(0.3	)		(6.3	)		(6.5	)
Share of profit from joint ventures		0.0			0.2			0.2			0.0
Impairment losses on tangible and intangible assets		(3.6	)		(185.0	)		0.0			0.0
Depreciation		(114.5	)		(122.2	)		(67.3	)		(24.7	)
Operating profit/(loss)		39.5			(107.2	)		143.0			16.2
Financial income		4.3			2.8			0.9			0.0
Financial expenses		(40.6	)		(37.3	)		(16.9	)		(3.6	)
Profit/(loss) before income tax		3.2			(141.7	)		127.0			12.6
Tax expenses		(0.8	)		(0.8	)		(1.0	)		0.0
Net profit/(loss) for the year		2.4			(142.5	)		126.0			12.6

Other financial data:
Basic earnings/(loss) per share, EPS (USD)		0.0			(2.3	)		2.4			0.4
Diluted earnings/(loss) per share, EPS (USD)		0.0			(2.3	)		2.4			0.4
Dividends per share (USD)		0.02			0.40			0.00			0.00

(USD million)	As of December 31,
Consolidated balance sheet data:	2017		2016		2015		2014
Total assets		1,646.6		1,571.3		1,867.4		625.9
Total non-current assets		1,385.1		1,390.0		1,578.8		536.9
Total liabilities		855.5		790.7		891.4		156.4
Total non-current liabilities		699.4		638.9		775.6		125.3
Equity/net assets		791.0		780.6		976.0		469.5
Share capital		0.6		0.6		0.6
Cash and cash equivalents		134.2		76.0		168.3		38.0
Number of shares (excluding treasury shares), end of period (million)		62.0		62.0		63.8		39.6
Number of shares (excluding treasury shares), average (million)		62.0		62.9		51.7		32.5

	Year Ended December 31,
Consolidated cash flow data	2017			2016			2015			2014
(USD million)
From operating activities		109.8			171.1			214.0			17.3
Used in investing activities		(113.7	)		(119.4	)		(158.8	)		(377.9	)
Thereof investment in tangible fixed assets		(145.1	)		(119.4	)		(254.0	)		(377.9	)
(Used in)/from financing activities		62.1			(144.0	)		75.0			397.1
Total net cash flow		58.2			(92.3	)		130.2			36.5

Vessel Name	Type	DWT	Year Built	Shipyard ⁽¹⁾
Owned On-the-Water Product Tankers
TORM Kristina	LR2	99,999	1999	Halla
TORM Gudrun	LR2	99,965	2000	Hyundai
TORM Ingeborg	LR2	99,999	2003	Samho
TORM Valborg	LR2	99,999	2003	Samho
TORM Marina	LR2	109,672	2007	Dalian New
TORM Maren	LR2	109,672	2008	Dalian New
TORM Mathilde	LR2	109,672	2008	Dalian New
TORM Herdis	LR2	114,000	2018	GSI
TORM Hermia	LR2	114,000	2018	GSI
TORM Sara	LR1	72,718	2003	Samsung
TORM Estrid	LR1	74,999	2004	Hyundai
TORM Emilie	LR1	74,999	2004	Hyundai
TORM Ismini	LR1	74,999	2004	Hyundai
TORM Signe	LR1	72,718	2005	Samsung
TORM Sofia	LR1	72,660	2005	Samsung
TORM Venture	LR1	73,700	2007	New Century
TORM Gunhild	MR	44,999	1999	Halla
TORM Neches	MR	47,052	2000	Onomichi
TORM Clara	MR	44,999	2000	Daedong
TORM Cecilie	MR	44,999	2001	STX
TORM Amazon ⁽²⁾	MR	47,275	2002	Onomichi
TORM San Jacinto	MR	47,038	2002	Onomichi
TORM Gertrud	MR	45,990	2002	STX
TORM Gerd	MR	45,960	2002	STX
TORM Caroline	MR	44,999	2002	STX
TORM Moselle	MR	47,024	2003	Onomichi
TORM Rosetta	MR	47,015	2003	Onomichi
TORM Carina	MR	46,219	2003	STX
TORM Freya	MR	45,990	2003	STX
TORM Thyra	MR	45,950	2003	STX
TORM Camilla	MR	44,990	2003	STX
TORM Horizon	MR	46,955	2004	Hyundai Mipo
TORM Resilience	MR	49,999	2005	STX
TORM Thames	MR	47,036	2005	Hyundai Mipo
TORM Helvig	MR	46,187	2005	STX
TORM Ragnhild	MR	46,187	2005	STX
TORM Eric	MR	51,266	2006	STX
TORM Platte	MR	46,959	2006	Hyundai Mipo
TORM Kansas	MR	46,955	2006	Hyundai Mipo
TORM Republican	MR	46,955	2006	Hyundai Mipo
TORM Loke	MR	51,372	2007	SLS
TORM Hardrada	MR	45,983	2007	Shin Kurushima
TORM Lene	MR	49,999	2008	GSI
TORM Laura	MR	49,999	2008	GSI
TORM Lotte	MR	49,999	2009	GSI
TORM Louise	MR	49,999	2009	GSI
TORM Lilly	MR	49,999	2009	GSI

TORM Alice	MR	49,999	2010	GSI
TORM Alexandra	MR	49,999	2010	GSI
TORM Aslaug	MR	49,999	2010	GSI
TORM Agnete	MR	49,999	2010	GSI
TORM Almena	MR	49,999	2010	GSI
TORM Atlantic	MR	49,999	2010	GSI
TORM Agnes	MR	49,999	2011	GSI
TORM Amalie	MR	49,999	2011	GSI
TORM Arawa	MR	49,999	2012	GSI
TORM Anabel	MR	49,999	2012	GSI
TORM Astrid	MR	49,999	2012	GSI
TORM Thor	MR	49,842	2015	Sungdong
TORM Timothy	MR	49,842	2015	Sungdong
TORM Thunder	MR	49,842	2015	Sungdong
TORM Titan	MR	49,842	2016	Sungdong
TORM Torino	MR	49,842	2016	Sungdong
TORM Troilus	MR	49,842	2016	Sungdong
TORM Sovereign	MR	50,000	2017	Hyundai Mipo
TORM Supreme	MR	50,000	2017	Hyundai Mipo
TORM Ohio	Handysize	37,278	2001	Hyundai Mipo
TORM Charente	Handysize	35,751	2001	Daedong
TORM Garonne	Handysize	37,178	2004	Hyundai Mipo
TORM Loire	Handysize	37,106	2004	Hyundai Mipo
TORM Saone	Handysize	36,986	2004	Hyundai Mipo
TORM Tevere	Handysize	37,383	2005	Hyundai Mipo
TORM Gyda	Handysize	36,207	2009	Hyundai Mipo

Chartered-in Product Tankers
TORM Helene ⁽⁴⁾	LR2	99,999	1997	Hyundai
TORM Margrethe ⁽³⁾	LR2	109,672	2006	Dalian New
TORM Marie ⁽³⁾	LR2	109,647	2006	Dalian New
TORM Vita ⁽⁴⁾	MR	45,990	2002	STX
TORM Mary ⁽⁴⁾	MR	44,990	2002	STX

Newbuildings
TORM Hellerup	LR2	114,000	Exp. 2018	GSI
TORM Hilde	LR2	114,000	Exp. 2018	GSI
Hull no. 15121140	LR1	75,000	Exp. 2019	GSI
Hull no. 15121141	LR1	75,000	Exp. 2019	GSI
Hull no. 15121034	MR	49,999	Exp. 2019	GSI
Hull no. 15121035	MR	49,999	Exp. 2019	GSI
Hull no. 15121036	MR	49,999	Exp. 2019	GSI
Hull no. 15121037	MR	49,999	Exp. 2019	GSI

	Year ended December 31,
	2017			2016			2015
Non-IFRS Financial Measures
(USD million)
Time charter equivalent (TCE) earnings		397.1			458.2			370.8
Adjusted gross profit (Net earnings from shipping activities)		200.2			241.5			235.9
Adjusted EBITDA		157.6			200.0			210.3
Net interest-bearing debt		619.7			609.2			612.5
Loan-to-value (LTV)		55.8	%		52.4	%		42.9	%

	LR2			LR1			MR			Handy			Not Allocated		Total
Year-end 2016
Available TCE earning days		3,490			2,557			18,659			3,850			-		28,556
TCE earnings per earning day, USD		21,106			18,800			15,462			12,490			-		16,049
TCE earnings, USD million		73.6			48.0			288.4			48.0			0.3		458.3

Year-end 2017
Available TCE earning days		3,419			2,483			17,995			3,263			-		27,160
Change		(2	%)		(3	%)		(4	%)		(15	%)		-		(5	%)
TCE earnings per earning day, USD		16,304			13,771			14,850			12,239			-		14,621
Change		(23	%)		(27	%)		(4	%)		(2	%)		-		(9	%)

Effect on TCE earnings from change in the available TCE earning days, USD million		(1.5	)		(1.4	)		(10.3	)		(7.3	)		-		(20.5	)
Effect on TCE earnings from change in TCE earnings per earning day, USD million		(16.4	)		(12.5	)		(11.0	)		(0.8	)		-		(40.7	)
Effect on TCE earnings from other		0.1			0.1			0.1			-			-0.3		-
TCE earnings, USD million		55.8			34.2			267.2			39.9			-		397.1

	LR2			LR1			MR			Handy			Bulk			Not Allocated		Total
Year-end 2015
Available TCE earning days		2,207			1,134			11,562			1,775			298			-		16,974
TCE earnings per earning day, USD		28,674			24,646			20,938			20,287			4,306			-		21,844
TCE earnings, USD million		63.3			27.9			242.1			36.0			1.3			0.2		370.8

Year-end 2016
Available TCE earning days		3,490			2,557			18,659			3,850			-			-		28,556
Change		58	%		126	%		61	%		117	%		(100	%)		-		68	%
TCE earnings per earning day, USD		21,106			18,800			15,462			12,490			-			-		16,049
Change		(26	%)		(24	%)		(26	%)		(38	%)		(100	%)		-		(27	%)

Effect on TCE earnings from change in the available TCE earning days, USD million		36.7			35.0			148.5			42.0			(1.3	)		-		261.0
Effect on TCE earnings from change in TCE earnings per earning day, USD million		(26.4	)		(14.9	)		(102.2	)		(30.0	)		-			0.0		(173.4	)
TCE earnings, USD million		73.6			48.0			288.4			48.0			-			0.2		458.2

	Year ended December 31, 2017			Year ended December 31, 2016			Year ended December 31, 2015
(USD million)
TCE earnings		397.1			458.2			370.8
Charter hire		(8.5	)		(21.5	)		(12,0	)
Operating expenses		(188.4	)		(195.2	)		(122,9	)
Adjusted gross profit (net earnings from shipping activities)		200.2			241.5			235.9

Facility ⁽¹⁾	Lenders	Maturity	Total Outstanding Debt as of December 31, 2017 (USD millions)	Undrawn Amount as of December 31, 2017 (USD millions)
Term Facility 1	Danske Bank 36.5% HSH Nordbank 33.1% SEB 13.9% DBS 9.7% HSBC 6.8%	July 13, 2021	400.8	N/A
Working Capital Facility	Danske Bank 46.2% HSH Nordbank 24.3% SEB 13.3% DBS 11.1% HSBC 5.1%	July 13, 2021	0.0	75.0
CEXIM Facility	CEXIM	November 30, 2030	0.0	115.2
Term Facility 2	Danske Bank 25.0% ABN Amro 25.0% ING 25.0% DVB 25.0%	March 31, 2022	115.0	N/A
DSF Facility	DSF	December 12, 2022	157.5	80.6
ING Facility	ING	September 8, 2024	45.8	N/A
Total debt under the Debt Agreements			719.1	270.8

Finance lease - TORM Helene	Flora Co., Ltd.	March 22, 2022	7.8	N/A
Finance lease - TORM Mary	Grange Co., Ltd.	March 22, 2022	10.1	N/A
Finance lease - TORM Vita	Jellicoe Co., Ltd.	April 26, 2022	10.2	N/A
Total debt under the Debt Agreements and finance leases			747.2	270.8

	Year ended December 31,
	2017		2016		2015
Capital Expenditures
(USD million)
Acquisition of vessels and capitalized dry-docking		103.1		40.8		112.0
Prepayments on newbuildings		44.3		76.9		142.5
Total		147.4		117.7		254.5

Name	Age	Position	Date of expiry of current term (for Directors)
Christopher Helmut Boehringer	47	Chairman	2018 Annual General Meeting
David Neil Weinstein	59	Deputy Chairman (appointed by the holder of the B Share)	Serves until removed by the B shareholder
Torben Janholt	71	Board Member	2018 Annual General Meeting
Pär Göran Trapp	56	Board Member	2018 Annual General Meeting
Rasmus Johannes Skaun Hoffman	40	Board Observer (Employee Representative) ⁽¹⁾
Lars Bjørn Rasmussen	52	Board Observer (Employee Representative) ⁽¹⁾
Jeffrey Scott Stein	48	Minority B Share Board Observer ⁽¹⁾	Serves until removed by the B shareholder
Jacob Balslev Meldgaard	49	Executive Director and Chief Executive Officer of TORM A/S
Christian Søgaard-Christensen	39	Chief Financial Officer of TORM A/S
Lars Christensen	51	Senior Vice President and Head of Projects of TORM A/S
Jesper Søndergaard Jensen	48	Senior Vice President and Head of Technical Division of TORM A/S

Director	Class A Common shares held		Unvested RSUs		Vested RSUs
Christopher H. Boehringer		7,566		0
David Weinstein		0		0
Göran Trapp		12,820		0
Torben Janholt		26		0
Jacob Meldgaard		66		766,035		255,345
All other executive officers individually		*		290,644		184,311

	Class A Common Shares Beneficially Owned
Name	Number		Percentage ⁽¹⁾
Njord Luxco ^(2)(4)(5)		47,600,172		64.4	%
DW Partners, LP ⁽³⁾⁽⁴⁾		4,896,290		6.6	%

	Nasdaq Copenhagen				Nasdaq New York*
	High		Low		High			Low
Fiscal year ended December 31, 2013		4,275.00		1,050.00		-			-
Fiscal year ended December 31, 2014		2,833.50		453.90		-			-
Fiscal year ended December 31, 2015		2,053.50		92.75		-			-
Fiscal year ended December 31, 2016		99.40		52.00		-			-
Fiscal year ended December 31, 2017		72.50		51.00		-	⁽¹⁾		-	⁽¹⁾

Section		Page(s) in the Annual Report 2017

Key Figures		6

Highlights		8-10

Outlook 2018		11-13

Strategic Ambition and Business Model		16-18

The TORM Fleet		19

Value Chain in Oil Transportation		20

The Product Tanker Market		21-25

U.S. Listing		27

Financial Review 2017—Liquidity and Cash Flow; Assessment of Impairment of Assets; Primary Factors Affecting Results of Operations		43; 47; 47-48

Corporate Governance—Board Committees		53

Board of Director Committee Reports		58-76

Investor Information—Changes to the Share Capital; Distribution Policy		77

Remuneration Committee Report— Annual Report on Remuneration—Performance Bonus 2017; Long-Term Incentive Plan—Restricted Share Units Granted in 2016; 2017 Remuneration Table Non-Executive Directors		71; 72; 73

Directors' Report—Share Capital		80-82

Glossary		143

Alternative Performance Measures		145-148

Section		Page(s) in the Annual Report 2017

Consolidated Income Statement for the years ended December 31, 2017, 2016 and 2015		87

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015		87

Consolidated Balance Sheet as of December 31, 2017 and 2016		88

Consolidated Statements of Changes in Equity as of December 31, 2017, 2016 and 2015		89-90

Consolidated Cash Flow Statement for the years ended December 31, 2017, 2016 and 2015		91

Notes to the Consolidated Financial Statements		92-127

1.1	Memorandum and Articles of Association ⁽¹⁾

2.1	Form of Class A Common Share Certificate ⁽¹⁾

2.2	B Share Minority Trust Deed, dated May 30, 2016 ⁽¹⁾

2.3	Equity Warrant Instrument, dated March 15, 2016 ⁽¹⁾

4.1	The Working Capital Facility, dated July 13, 2015 ⁽¹⁾

4.2	Term Facility 1, dated July 13, 2015 ⁽¹⁾

4.3	DSF Facility, dated September 20, 2017 ⁽¹⁾

4.4	Registration Rights Agreement, dated April 14, 2016 ⁽¹⁾

4.5	CEXIM Facility, dated July 8, 2016 ⁽¹⁾

4.6	Term Facility 2, dated January 6, 2017 ⁽¹⁾

4.7	TORM plc 2017 Management Long-Term Incentive Plan ⁽¹⁾

4.8	ING Facility, dated September 8, 2017 ⁽¹⁾

4.9	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated December 21, 2015 ⁽¹⁾

4.10	Amendment and Waiver Letter to Working Capital Facility and Term Facility 1, dated August 23, 2016 ⁽¹⁾

4.11	Term Sheet for ABN AMRO Facility, dated January 19, 2018

8.1	List of Subsidiaries

11.1	TORM's Business Principles

12.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer

12.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer

13.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

13.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*	The following financial information from the registrant's annual report on Form 20-F for the fiscal year ended December 31, 2017, formatted in Extensible Business Reporting Language (XBRL):
	(1) C onsolidated Income Statements for the years ended December 31, 2017, 2016 and 2015
	(2) Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 2016 and 2015
	(3) Consolidated Balance Sheets as of December 31, 2016, 2017 and 2016
	(4) Consolidated Statements of Changes in Equity as of December 31, 2017, 2016 and 2015
	(5) Consolidated Statements of Cash Flow for the years ended December 31, 2017, 2016 and 2015
	(6) Notes to the Consolidated Financial Statements.

	TORM PLC
	By:	/s/ Jacob Meldgaard
		Name: Jacob Meldgaard
		Title: Executive Director and Principal Executive Officer

Name of Subsidiary	Jurisdiction of Incorporation or Organization

TORM A/S	Denmark
DK Vessel HoldCo GP ApS	Denmark
DK Vessel HoldCo K/S	Denmark
OCM (Gibraltar) Njord Midco Ltd	Gibraltar
OCM Singapore Njord Holdings Alice, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Almena, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Hardrada, Pte. Ltd	Singapore
OCM Singapore Njord Holdings St. Michaelis, Pte. Ltd	Singapore
OCM Singapore Njord Holdings St. Gabriel, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Agnete, Pte. Ltd	Singapore
OCM Singapore Njord Holdings Alexandra, Pte. Ltd	Singapore
OCM Holdings Mrs Inc.	Marshall Islands
OCM Njord Chartering Inc.	Marshall Islands
OCM Njord Anne Inc.	Marshall Islands
OCM Njord Freya Inc.	Marshall Islands
OCM Njord Gerd Inc.	Marshall Islands
OCM Njord Gertrud Inc.	Marshall Islands
OCM Njord Gunhild Inc.	Marshall Islands
OCM Njord Helene Inc.	Marshall Islands
OCM Njord Helvig Inc.	Marshall Islands
OCM Njord Ingeborg Inc.	Marshall Islands
OCM Njord Mary Inc.	Marshall Islands
OCM Njord Ragnhild Inc.	Marshall Islands
OCM Njord Thyra Inc.	Marshall Islands
OCM Njord Valborg Inc.	Marshall Islands
OCM Njord Vita Inc.	Marshall Islands
TORM Crewing Service Ltd.	Bermuda
TORM Shipping India Private Limited	India
TORM Singapore Pte. Ltd.	Singapore
TORM USA LLC	United States
VesselCo 1 K/S	Denmark
VesselCo 3 K/S	Denmark
VesselCo 5 K/S	Denmark
VesselCo 6 K/S	Denmark
VesselCo 6 Pte. Ltd.	Singapore
VesselCo 7 Pte. Ltd.	Singapore
VesselCo 8 Pte. Ltd.	Singapore
VesselCo 9 Pte. Ltd.	Singapore
VesselCo 10 Pte. Ltd.	Singapore
VesselCo 11 Pte. Ltd.	Singapore
VesselCo 12 Pte. Ltd.	Singapore
TORM SHIPPING (PHILS.), INC.	Philippines
VesselCo A ApS	Denmark
VesselCo C ApS	Denmark
VesselCo E ApS	Denmark
VesselCo F ApS	Denmark