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

made our own analysis and decision to enter into the Transaction. We are relying exclusively on our own sources of information, investment analysis and due diligence (including professional advice we deem appropriate) with respect to the Transaction, the Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory, accounting, credit and tax matters.

7.

We have determined based on our own independent review and such professional advice as we deem appropriate that our subscription for the Shares and participation in the Transaction (a) are fully consistent with our financial needs, objectives and condition, (b) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to us, (c) have been duly authorized and approved by all necessary action, (d) do not and will not violate or constitute a default under our charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which we are bound and (e) are a fit, proper and suitable investment for us, notwithstanding the substantial risks inherent in investing in or holding the Shares. We are able to bear the substantial risks associated with our subscription for the Shares, including but not limited to loss of our entire investment therein.

8.

We confirm that we are (and any account for which we are subscribing for Shares is) either (a) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act or (b) a non-U.S. person as defined under Regulation S under the Securities Act acquiring the Shares in an offshore transaction in accordance with Regulation S under the Securities Act. We will not look directly or indirectly to the Placement Agent or the Company to indemnify us for any loss, and we expressly agree to hold the Placement Agent and the Company and their respective affiliates harmless in respect of any such loss.

9.

We are subscribing for the Shares for our own account (or for accounts of other QIBs as to which we exercise sole investment discretion and have authority to make, and do make, the statements contained in this letter) and not with a view to any distribution of the Shares in any manner that would violate the securities laws of the Denmark, the United Kingdom, the United States or any other jurisdiction.

10.

We satisfy any and all standards for investors in an investment of the type of subscribed for herein imposed by the jurisdiction of our residence or otherwise.

11.

We acknowledges that the depositary receipts representing the Shares that are issued to us by CTJL will bear the following restrictive legend:

12.

Unless and until such time as such Shares are eligible for resale without restriction in accordance with Rule 144 under the Securities Act, including compliance with applicable holding periods and volume limitations, we will, and each subsequent holder or beneficial owner is required to, notify any subsequent purchaser of Shares of any resale restrictions.