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

1.

We understand and acknowledge that no offering document has been or will be prepared in connection with the placing of the Shares.

2.

We are not acquiring the Shares as a result of any general solicitation or general advertising in the United States (within the meaning of Rule 502(c) of Regulation D of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), including advertisements, articles, notices, or other communications published in any newspaper, magazine or similar media or broadcast over radio or television; or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; or as a result of directed selling efforts in the United States (within the meaning of Regulation S of the Securities Act (“Regulation S”)).

3.

We understand and acknowledge that (i) the Shares have not been and will not be registered under the Securities Act, (ii) we will receive the Shares in a transaction exempt from the registration requirements of the Securities Act, and (iii) the Shares are “restricted securities” for purposes of Rule 144(a)(3) of the Securities Act. We agree not to offer or sell the Shares except in strict compliance with applicable securities laws, including pursuant to an exemption from the registration requirements of the Securities Act, such as in accordance with Rule 144, Rule 903 or Rule 904 under the Securities Act; provided that all offers and sales pursuant to Regulation S shall also apply the conditions contained in Category 2 (as applicable). We understand, acknowledge and agree that the Company has no obligation to register the sale of the Shares under the Securities Act.

4.

We understand and acknowledge that the Transaction has not been approved by an authorized person pursuant to section 21 of the Financial Services and Markets Act 2000 and accordingly the Shares are only being offered in the United Kingdom to persons who fall within the exemption contained in Article 19(5) (investment professionals) or Article 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and we confirm that we are a person that falls within one of these exemptions.

5.

We understand and acknowledge that the Shares are only available to “qualified investors” as defined in Directive 2003/71/EC of 4 November 2003, as supplemented and amended. We confirm that we are a “qualified investor”.

6.

We acknowledge that (a) we are a sophisticated institutional investor, have knowledge and experience in financial matters and are capable of independently evaluating the merits and risks of our investment decision with respect to the Shares; (b) we have consulted with our own legal, accounting, tax, investment, and other advisers to the extent we have deemed necessary; (c) we have conducted our own independent investigation with respect to the Shares and the Company, including having had the opportunity to ask questions of and receive answers from the Company directly; and (d) we have received all information that we believe is necessary or appropriate in connection with our investment decision to subscribe for the Shares. Based on such information as we have deemed appropriate and without reliance upon the Placement Agent, we independently