19 April 2006


                             ARTICLES OF ASSOCIATION
                                       of
                      A/S Dampskibsselskabet TORM Article 1


Article 1

1.1. The Company's name is Aktieselskabet Dampskibsselskabet TORM.

1.2. The  Company  also  carries  out  business   under  the   secondary   names
     Aktieselskabet of 3. November 1986 (A/S Dampskibsselskabet  TORM) and BWT 3
     ApS (A/S Dampskibsselskabet TORM).

1.3. The  Company's  registered  office  is  situated  in  the  Municipality  of
     Gentofte.

1.4. The objects for which the  Company  has been  established  are to carry out
     business within shipping,  chartering and other transport services, to make
     investments,  including  in real  property,  and to  carry  on  such  other
     business as the Board of Directors may deem incidental to the attainment of
     the said  objects.  The objects may be attained by ownership in whole or in
     part, including as shareholder,  partner or otherwise of any other business
     which has one or more of the objects set out above.

Article 2

2.1. The Company's  share capital is DKK  364,000,000.00  divided into shares of
     DKK 10.00 each or any multiple thereof.

2.2. The share capital has been fully paid up.

2.3. In the period until 1 April 2011,  the  Company's  share capital may at the
     discretion  of the Board of Directors be increased in one or more issues of
     new  shares  by up  to  DKK  182rn.  The  increase  may  be  made  by  cash
     contribution or as  consideration  for the acquisition of all or part of an
     existing business or specific assets, including shares.

2.4. By virtue of Article 2(3),  the Board of Directors may offer the shares for
     subscription at market price without the existing  shareholders  having any
     preferential subscription rights.

2.5. The new shares, which shall be negotiable  instruments,  shall be issued to
     bearer.

     Until 1 April 2010 the Board of Directors  shall be  authorised to increase
     the  share  capital  in one or more  transactions  by up to  nominally  DKK
     10.000.000  shares in total,  corresponding  to 1.000.000  shares,  by cash
     payment  of not less than DKK  10,50  per  share of DKK 10 by  subscription
     among the employees of the Company and/or of its subsidiaries,  without the
     shareholders of the Company having any pre-emption  rights. The other terms
     and  conditions  for the  subscription  will be  determined by the Board of
     Directors.  The new  shares  shall  carry the same  rights as the  existing
     shares as set out in the Articles of Association of the Company,  including
     that they shall be negotiable instruments, that they shall be issued to the
     holder but may be recorded in the Company's register of shareholders in the
     name of the  holder,  that they shall not be subject  to  redemption,  that
     there shall be no  restrictions to the  transferability  of the new shares,
     and that the new  shares  shall  not  confer  any  special  rights on their
     holders. The shares shall be subject to the applicable rules on taxation of
     employee shares

Article 3

3.1. The   Company's   shares   shall  be   negotiable   instruments,   and  the
     transferability of the shares shall not be subject to any restrictions.

3.2. The shares  shall be issued  through the Danish  Securities  Centre  and/or
     under an American Depositary Receipt Program (ADR Program).

3.3. The shares shall be issued to bearer,  but may be entered in the  Company's
     register of shareholders in the name of the holder.

3.4. No share shall confer special rights upon its holder.

3.5. No shareholder shall be obliged to have his shares redeemed.

3.6. When the audited  annual  report has been adopted by the Company in general
     meeting,  the declared  dividend  shall be  distributed  by transfer to the
     accounts designated by the shareholders in accordance with the rules on the
     Danish Securities Centre in force from time to time.

3.7. Any dividend  payable to a  shareholder  which  remains  unclaimed for five
     years after the due date shall accrue to the Company.

Article 4

4.1. If  previously  issued  shares  have  been  lost  and  no  application  for
     registration  of the  shares  has been  filed  with the  Danish  Securities
     Centre,  such  shares and  appurtenant  coupon  sheets,  talons and interim
     certificates  may on the  Company's  initiative  and at the  expense of the
     applicant be cancelled  without  judgment in accordance  with the statutory
     rules on this in force from time to time.

Article 5

5.1. The general meetings of the Company shall be held in Copenhagen.

5.2. Annual general meetings shall be held every year before the end of April.

5.3. Proposals made by  shareholders  shall be submitted in writing to the Board
     of Directors  not later than 15 February in order to be  considered  at the
     annual general meeting.

5.4. Extraordinary general meetings shall be held when the Board of Directors or
     the auditors think fit.  Extraordinary  general  meetings shall be convened
     within  14  days  if  requisitioned  in  writing  by  shareholders  holding
     one-tenth  of the share  capital  for the purpose of  considering  specific
     business.

5.5. General meetings shall be convened four weeks before the general meeting at
     the earliest.  Annual general  meetings shall be convened not later than 14
     days  before  the  meeting  and  extraordinary  general  meetings  shall be
     convened not later than eight days before the meeting.

5.6. General  meetings  shall be convened by a notice  inserted in the  national
     Danish newspapers  Berlingske  Tidende and Borsen and in such manner and in
     such form as may at any time be  required by the stock  exchanges  on which
     the Company's  shares or ADR receipts  (American  Depositary  Receipts) are
     listed.  Written  notice of the  meeting  shall,  however,  be given to all
     shareholders  entered in the Company's  register of shareholders  and/or to
     all ADR  holders who have  registered  their  holdings  with the Company on
     request.

5.7. The notice  convening the general meeting shall specify the business to be
     transacted at the meeting.  If proposals for amendments to the Articles of
     Association  are to be considered,  the essential  aspects of the proposal
     shall be stated in the notice.

Article 6

6.1. The agenda for the annual general meeting shall be as follows:

     1.   Directors report on the activities of the Company in the past year

     2.   Presentation for adoption of the annual report.

     3.   The Board of Director's  proposal for the  appropriation of profits or
          provision for losses in accortdance with the adopted annual report.

     4.   Election of members to the Board of Directors.

     5.   Appointment of auditor/auditors

     6.   Any other business and notices.

Article 7

7.1  Any  shareholder and any ADR holder shall be entitled to attend the general
     meeting  provided  he has,  no later  than four days  before  the  meeting,
     obtained an  admission  card for the meeting from the office of the Company
     on   presentation   of  due  evidence  of  authority  or  by  referring  to
     registration of shares or ADR's.

7.2. The issue of an  admission  card  requires  documentation  for the title to
     shares  or ADR's  not  registered  in the name of a holder in the form of a
     deposit  receipt  issued  within the last ten  business  days by the Danish
     Securities Centre or the depositary bank and a written  declaration showing
     that the shares or ADR's have not or will not be transferred  until, at the
     earliest, the day after the general meeting for which the admission card is
     required.

7.3. Each share of DKK 10.00 shall give its holder the right to one vote. Shares
     acquired  by  transfer  shall  not  carry  any  voting  rights  unless  the
     shareholder  has  registered  his shares or has given notice of or provided
     documentation  for his  acquisition  at the  latest on the day  before  the
     general meeting is advertised in the Danish national newspapers, Berlingske
     Tidende and Borsen.

7.4. The  shareholder and the ADR holder shall be entitled to attend the general
     meeting by proxy.

7.5. The proxy shalt produce a written and dated  instrument  appointing  him as
     proxy which cannot be given for a period exceeding one year.

Article 8

8.1. The Board of  Directors  shall  appoint a chairman  to preside  the general
     meeting and decide all matters  relating to the transaction of business and
     the voting, always provided that any voting shareholder may demand that the
     resolutions put to the vote of the meeting should be decided by poll.

Article 9

9.1. General  meetings can only form a quorum  provided that at least 1/3 of the
     share capital is represented.

9.2. At general meetings, all resolutions shall be passed with simple majority.

9.3. Any adoption of resolutions  for amendment of the Articles of  Association,
     the  dissolution or merger of the Company with another company or firm, the
     use of the Company's foundation,  rejection of the annual report and/or the
     Directors' proposal for appropriation of profits,  appointment of member(s)
     of the Company's Board of Directors requires that at least 3/5 of the share
     capital is  represented  at the general  meeting and that the resolution is
     adopted by at least 2/3 of all votes cast  unless  any such  resolution  is
     proposed  by the  Company's  Board of  Directors_  Any  resolution  for the
     amendment of the Company's  Articles of Association  is further  subject to
     the conditions set out in Sections 78-79 of the Danish Companies Act.

9.4. In the event that  shareholders  have at the annual general meeting decided
     by simple  majority not to adopt the Company's  annual report,  the general
     meeting may, notwithstanding the above, decide by simple majority to submit
     the annual report for a new audit.

9.5. In the event that a general  meeting has been  convened  for the purpose of
     adopting a resolution  requiring  qualified majority and if an insufficient
     number of shares are  represented  at such meeting,  the Board of Directors
     shall as soon as  possible  convene  a new  general  meeting  at which  the
     proposal,  irrespective of the number of shares represented, may be adopted
     by 5/6 of all votes  unless 1/3 of the votes  represented  is  against  the
     proposal at the first general meeting.  Instruments  appointing a proxy for
     the first general meeting shall,  unless expressly  revoked,  be valid also
     for the second general meeting.

9.6. If a resolution is passed by simple  majority in accordance with the second
     paragraph of this Article, the following shall apply:

     In case of equality of votes in connection  with the election of members to
     the Board of Directors,  auditor/auditors or liquidators,  the matter shall
     be decided by lot between the relevant persons.  A proposal shall otherwise
     be  deemed  rejected  if an equal  number  of votes  has been  cast for and
     against the proposal.

Article 10

10.1. The proceedings of the general meeting shall be briefly  recorded in a
      minute book authorized by the Board of Directors for this purpose, and
      the  minutes  shall be signed by the  chairman  of the meeting and the
      members of the Board of Directors present at the meeting.

Article 11

11.1  The  Company  shall be  managed by a Board of  Directors  made up of a
      minimum of three and a maximum of six members  elected  from among the
      shareholders by the Company in general meeting.  If employee directors
      have been  elected in  accordance  with the  provisions  of the Danish
      Companies  Act,  such  employee  directors  shall  join  the  Board of
      Directors in accordance with the rules in force from time to time.

11.2. At least  two-thirds of the members of the Board of Directors shall be
      Danish citizens resident in Denmark.

11.3. The  members of the Board of  Directors  elected by the Company in general
      meeting  shall hold office for a term of four years so that they resign at
      the fourth annual general  meeting after the general meeting at which they
      were elected.  Any employee  directors shall retire in accordance with the
      provisions of the Danish Companies Act.

11.4. Retiring  members  of  the  Board  of  Directors  shall  be  eligible  for
      re-election.

11.5. If, at a general  meeting,  a shareholder  wants to propose a person other
      than a retiring  member of the Board of  Directors  or if a new member has
      been  proposed by the Board of Directors,  notice  stating the name of the
      candidate  shall be  submitted  to the Board of  Directors  not later than
      eight days before the general meeting in question.

Article 12

12.1. The Board of Directors  shall appoint a managing  director to be in charge
      of the  day-to-day  management  of the  Company,  and possibly one or more
      managers.

12.2. The Board of Directors  shall be entitled to buy,  sell and mortgage  real
      property and ships.

12.3. The Board of Directors shall appoint from among its members a chairman and
      a deputy chairman to substitute the chairman in his absence.

12.4. The Board of Directors may grant individual or joint power of procuration.

12.5. The  Board  of  Directors  shall  lay  down  rules  of  procedure  for the
      performance of its duties. The Board of Directors shall make its decisions
      by a simple majority of votes. In case of equality of votes,  the chairman
      shall have the casting vote.

12.6. The members of the Board of Directors shall receive a fixed emolument. The
      total proposed emolument shall be included in a special note in the annual
      report and be presented for adoption together with the annual report.

Article 13

13.1. The Company shall be bound by the joint signatures of three members of the
      Board of  Directors,  one of whom  shall  be the  chairman  or the  deputy
      chairman,  or by the  joint  signatures  of two  members  of the  Board of
      Directors,  one of whom shall be the chairman or the deputy chairman,  and
      the Managing Director.

Article 14

14.1. The annual reports of the Company shall be audited by one or two auditors,
      at least one of whom shall be a state-authorised  public  accountant.  The
      auditor/auditors  shall be appointed by the Company in general meeting for
      a term of one year..

Article 15

15.1. The Company's accounting year shall be the calendar year.

As adopted at the annual general meeting held on 19 April 2006.

Note: These Articles of Association are prepared in both a Danish and an English
      version. In the event of a conflict between them, the Danish version shall
      prevail.

As Chairman of the Meeting



Jan Erlund