13D Filing: Oaktree Capital Group Holdings GP, LLC and Torm PLC

SUBSCRIPTION FORM (FOR AFFILIATE AND US INVESTORS)

TORM plc

Birchin Court

20 Birchin Lane

London, EC3V 9DU

United Kingdom

Attention: Jacob Meldgaard

Executive Director

Ladies and Gentlemen:

The undersigned (the “Investor”) hereby confirms its agreement with you as follows:

1. This Subscription Form (this “Subscription Form”) is made as of the date set forth below by the Investor to TORM plc, a public limited company incorporated and existing under the laws of England and Wales (the “Company”).

2. The Company has authorized the offer and issuance to certain institutional investors of up to an aggregate of 12,459,767 Class A common shares (the “Shares”) of its common stock, par value $0.01 per share (the “Common Stock”), for a subscription price of $8.39 per Share (the “Subscription Price”). The Shares will be placed (i) outside the United States in offshore transactions to non-U.S. persons (within the meaning of Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), including certain qualified institutional investors in Denmark and (ii) within the United States to “qualified institutional buyers” as defined in and in accordance with Rule 144A under the Securities Act (the “Private Placement”).

3. The closing of the Private Placement will occur on 26 January 2018 (the “Closing Date”) or such other date, not later than 31 January 2018, as shall be mutually agreed upon by the Company and Danske Bank A/S, acting as Placement Agent for the Private Placement, and communicated to you. The actual time at which the Company shall accept payment for and issue the Shares is hereinafter referred to as the “Closing Time.”

4. The Investor offers to and undertakes that upon acceptance pursuant to paragraph 6 below the Investor will subscribe for the number of Shares set forth below for the aggregate subscription price set forth below (the “Aggregate Subscription Price”). In connection with this Subscription Form, the Investor acknowledges that the representations and warranties set forth in the investor letter (the “Investor Letter”) attached hereto as Annex I are true and correct as of the date hereof and as of the Closing Date and the Investor Letter is incorporated herein by this reference as if fully set forth herein.

5. The settlement of the Shares subscribed for by the Investor shall be by delivery by, or on behalf of, the Company through the facilities of Computershare DR Nominees Limited (“CDRNL”), as nominee of Computershare (Trustees) Jersey Limited (“CTJL”) to an account at CDRNL established for the Investor pursuant to the information specified by the Investor in the Investor Form set forth in Annex II hereto. The Shares subscribed for by the Investor will be

13D Filing: Oaktree Capital Group Holdings GP, LLC and Torm PLC

Published on February 6, 2018 at 11:06 am by Insider Monkey Staff in Hedge Funds

Page 22 of 40 – SEC Filing

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