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

6

Publicity and confidentiality

6.1

The existence and terms of this Undertaking (“Information”) shall be kept confidential provided, however, that the Company shall be entitled to disclose the terms of this hereof in connection with any public announcements concerning the Private Placement.

6.2

If any Information is required to be disclosed by (i) any court of competent jurisdiction or any competent judicial governmental supervisory or regulatory body, (ii) the rules of any stock exchange, or (iii) any law or regulation of any country with jurisdiction over Oaktree’s or the Company’s affairs, then the terms of Clause 6.1 above shall not apply to such disclosure.

6.3

Oaktree’s knowledge of the contemplated Private Placement is to be regarded as inside information pursuant to the EU Market Abuse Regulation (“Inside Information”) until after publication of a company announcement regarding the launch of the Private Placement (including mentioning of the Undertaking).

7

Term

7.1

This Undertaking is irrevocable except that it will lapse and become null and void if the Private Placement is not completed on or before 31 January 2018.

8

Miscellaneous

8.1

The Parties are not entitled to transfer or assign their respective rights or obligations pursuant to this Undertaking.

8.2

No provision of this Undertaking may be changed, waived, discharged or discontinued except in writing and signed by the Parties hereto.

8.3

The headings used in this Undertaking and its division into Clauses shall not affect the interpretation of the Undertaking.

8.4

Each Party acknowledges that the Undertaking has been prepared jointly by the Parties and shall not be strictly interpreted against another Party in particular.

8.5

If any provision in this Undertaking should be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions shall not be affected thereby.

8.6

Each Party’s expenses and the fees and expenses of its advisors incurred in connection with the negotiation, delivery and performance of this Undertaking shall be for such Party’s own account.

9

Governing law and jurisdiction

9.1

This Undertaking shall be governed and construed in accordance with Danish law.

9.2

Any dispute arising out of or in connection with this Undertaking shall – where such dispute cannot be settled amicably – be decided with final and binding effect by arbitration in accordance with the rules of procedure of the Danish Institute of Arbitration (Copenhagen Arbitration).