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

1.3

The Private Placement will not be underwritten by the global coordinator and book-runner, Danske Bank A/S.

1.4

The Shares to be issued in the Private Placement shall carry the same rights as the Company’s existing shares of Common Stock.

1.5

As part of the Private Placement, Shares may be subscribed for during a period expected to commence on 22 January 2018 around 5 p.m. (CET) and expected to expire on or around 23 January 2018 (the “Pricing Date”), unless otherwise decided by the Company, but in any event not later than 31 January 2018 (the “Subscription Period”).

1.6

In connection with the Private Placement, Oaktree has agreed to support the Company as reflected in this Undertaking by subscribing for a certain minimum of Shares as well as any Shares not otherwise subscribed for in the Private Placement, if any.

2

Subscription and backstop undertaking

2.1

A subscription price of at least USD 8.39 per Share (corresponding to DKK 51.00 per Share at a USD/DKK exchange rate of 6.0805) has been determined by the Company’s board of directors; however, ultimately the subscription price for the Shares may be higher, if so determined through the accelerated book-building process undertaken in connection with the Private Placement and shall be accepted in the sole discretion of the Company’s board of directors (the “Subscription Price”).

2.2

In connection with the Private Placement and at the Subscription Price, Oaktree hereby irrevocably undertakes to subscribe for (i) such number of Shares as is equal to its prorated share (i.e. approximately 63.5% based on a current holding of 39,385,625 shares of Common Stock) of the total number of shares of Common Stock, excluding treasury shares, currently issued by the Company (rounded down to the nearest whole number, if relevant), and (ii) any and all remaining Shares, if any, that have not otherwise been subscribed for as part of the Private Placement by other investors. In any event, the total subscription amount payable by Oaktree shall not exceed USD 100 million.

2.3

As soon as possible on the Pricing Date after the Company notifies Oaktree in writing of the total number of Shares to be subscribed by Oaktree pursuant to this Undertaking, the price per Share and the total subscription amount, Oaktree shall complete, sign, execute and deliver a copy of the subscription form attached as Appendix 1 to this Undertaking indicating inter alia the total number of Shares to be subscribed for in connection with the Private Placement, the total subscription amount and its delivery details.

2.4

Consistent with Clause 2.2, upon request from Oaktree, the Company shall allocate to Oaktree such proportion of the total number of Shares to be issued pursuant to the Private Placement as is equal to (i) its prorated share of the total number of shares of Common Stock currently issued by the Company (rounded down to the nearest whole number, if relevant), and (ii) any and all remaining Shares, if any, that have not otherwise been subscribed for as part of the Private Placement by other investors. In any event, the total subscription amount payable by Oaktree shall not exceed USD 100 million.