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

a.

Oaktree undertakes to subscribe for a number of shares as part of a contemplated directed issue of new class A common shares in the Company on the terms set forth in this Undertaking and otherwise to act in accordance with the Undertaking.

1

Background

1.1

The Company is contemplating to issue up to 12,459,767 new shares (the “Shares”) of the Company’s Class A common stock with a nominal value of USD 0.01 each (the “Common Stock”), which will equal gross proceeds of at least USD 100 million at a subscription price determined through an accelerated book-building process.

1.2

The number of Shares to be issued shall in any case represent less than 20% of the Common Stock already admitted to trading on Nasdaq Copenhagen A/S (and the Nasdaq Stock Market in New York, U.S.A.) over a period of 12 months prior to the date issuance of the Shares and the Shares will be placed privately within the United States to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relying on exemptions from registration requirements in the U.S.A. and outside of the United States  in offshore transactions to non-U.S. persons (as such terms are defined in Regulation S (“Regulation S”) under the Securities Act) being “qualified investors” as defined in Directive 2003/71/EC of 4 November 2003, as supplemented and amended, in each case relying on exemptions from the registration requirements of  the Securities Act and without triggering an obligation to publish a prospectus pursuant to the rules and regulations thereon (the “Private Placement”). The Private Placement, including any subscriptions for Shares as part thereof, will be subject to Danish law.