HAFN Hafnia Ltd

 

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hafnia Limited (the “Company”) will be held at Washington Mall Phase 2, 4th Floor, Suite 400, 22 Church Street, HM 1189, Hamilton, Pembroke, HM EX, Bermuda on Wednesday, 10 July 2024 at 5:00 p.m. (Bermuda time) for the following purposes:

Mr. Andreas Sohmen-Pao

Mr. Erik Bartnes

Mr. Peter Read

Mr. John Ridgway

Ms. Su Yin Anand

“Maximum Price” shall not be higher than the higher of the price of the last independent trade and the highest current independent bid on the Oslo Stock Exchange and/or New York Stock Exchange;

“Prescribed Limit” means 10% of the total number of Shares as at the Effective Date unless the Company has effected a reduction of the share capital of the Company in accordance with the applicable provisions of the Act, at any time during the Relevant Period, in which event the issued ordinary share capital of the Company shall be taken to be the issued ordinary share capital of the Company as altered (excluding any subsidiary holdings and treasury shares that may be held by the Company from time to time); and

“Relevant Period” means the period commencing from the Effective Date and expiring on the date the next annual general meeting of the Company is held or is required by law to be held, whichever is the earlier; and

(Please refer to Appendix B of this notice for further information on the Share Buy-Back Mandate including source of funds for the purchase and its impact on the Company's financial position.)

For the purpose of this resolution, the total number of issued shares excluding treasury shares and subsidiary holdings is based on the Company’s total number of issued shares excluding treasury shares and subsidiary holdings at the time this resolution is passed, after adjusting for:

Adjustments in accordance with the abovementioned (aa) are only to be made in respect of new shares arising from convertible securities, share options or share awards which were issued and outstanding or subsisting at the time of the passing of this resolution;

The Company’s audited consolidated financial statements for the financial year ended 31 December 2023 are included in the Annual Report on Form 20-F and can be accessed at the Company’s website at www.hafniabw.com/investor-relations/financials/. The audited consolidated financial statements of the Company for the year ended 31 December 2023 have been provided to Members via the internet as described above. The latest Guidelines on Executive Remuneration is available on the Company’s website at www.hafniabw.com/ESG/ - under Policies. Members who wish to receive printed copies of either, or both, the audited consolidated financial statements of the Company for the year ended 31 December 2023 and the latest Guidelines on Executive Remuneration, may submit a written request via electronic mail to ir@hafniabw.com with the member’s full name and mailing address clearly indicated.

The Company is subject to the reporting requirements of the U.S. Securities Exchange Act of 1934. In accordance with these requirements, the Company files reports and other information with the U.S. Securities and Exchange Commission (the “SEC”). The SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

A description of the competencies and executive functions of the Directors to be re-elected can be accessed at the Company’s website at www.hafniabw.com/about-hafnia/. Members who wish to receive printed copies may submit a written request via electronic mail to ir@hafniabw.com with the member’s full name and mailing address clearly indicated.

(subject in the case of an issuance of preference shares where prior shareholder approval is required). However, once the continuance of the Company in Singapore is effective, the Company will need to comply with Singapore law and the Company’s new constitution. The Directors propose that the general meeting approves, subject to completion of the continuance of the Company in Singapore, the Share Buy-Back Mandate so that the Company can continue with its previously announced share repurchase programme. Further information on the mandate including source of funds for the purchase and its impact on the Company’s financial position is set out in Appendix B of this Notice. Furthermore, the Directors propose that the general meeting approves, subject to the completion of the continuance of the Company in Singapore, the authority to the Board of Directors to issue shares in order for the Company to secure an optimal capital structure at all times and to capitalise on potential growth opportunities, for example, but not limited to, acquisitions, mergers and similar transactions, as well as to carry out equity capital transactions. The Directors consider the proposed Share Buy-Back Mandate and authorisation to issue shares to be in the interests of the Company and they recommend the Shareholders to vote in favour of the proposals as set out in this Notice.

The Company cannot predict at this time whether the Proposed Redomiciliation will occur. Nothing in Proposals 6 or 7, or any other part of this Notice, should be construed as an offer to sell, or the solicitation of an offer to buy, any securities in connection with the Proposed Redomiciliation, nor an agreement or promise that any redomiciliation will occur, nor is it a solicitation of any vote, consent or approval in connection with the Proposed Redomiciliation.

Every member entitled to attend and vote at the Annual General Meeting or any adjournment thereof is entitled to appoint a proxy to attend and vote in his stead on a show of hands or on a poll. A form of proxy is enclosed for this purpose. A proxy does not need to be a member of the Company. A member who is entitled to cast two or more votes at the Annual General Meeting or any adjournment thereof may appoint more than one proxy.

If properly executed, the shares issued in the capital of the Company represented by the proxy will be voted in the manner directed by the member on the form of proxy. The proxy holder shall also have discretion to vote the Shares for or against any amendments to resolutions duly made at the Annual General Meeting or any adjournment thereof. If no direction is given, the Shares will be voted in favour of the resolutions as recommended by the Board of Directors (including amendments thereto approved by the Board of Directors) when duly presented at the Annual General Meeting or any adjournment thereof. The proxy holder shall have discretion to vote the Shares on any other matters in furtherance of or incidental to the foregoing or as may otherwise properly come before the Annual General Meeting or adjournment thereof. Shareholders that have granted a proxy may not vote their shares at the Annual General Meeting unless such proxy is revoked.

The form of proxy is enclosed.

The manner in which your Shares may be voted depends on how your Shares are held.

If you are a VPS Shareholder and wish to attend the Annual General Meeting, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your Shares in order to vote your Shares at the meeting and present your voting information card. Duly appointed proxyholders attending the meeting in person will be given a ballot upon request.

If you own Shares in “street name” and wish to attend the Annual General Meeting, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your Shares in order to vote your Shares at the meeting and present your voting information card. Duly appointed proxyholders attending the meeting in person will be given a ballot upon request.

 

The members of the Nomination Committee of Hafnia Limited comprise Ms. Sophie Smith (Chair), Mr. Bjarte Bøe and Ms. Elaine Yew Wen Suen. Ms. Smith was elected on 20 May 2022, and Mr. Bøe and Ms. Yew were elected effective 22 May 2020. A description of the profiles of the members can be accessed at the Company’s website at http://www.hafniabw.com.

The Nomination Committee’s mandate is outlined in the Nomination Committee Guidelines adopted on 22 May 2020 with further amendments adopted at the Special General Meeting on 12 August 2022.

The Nomination Committee has met once since the Annual General Meeting in May 2023, and has in addition relied on e-mail and telephone conversations to conclude its work. The Nomination Committee has also had dialogue with members of the Board.

The Nomination Committee has received the Board’s own performance evaluation for 2023. In its assessment of the Board composition, the Nomination Committee has taken account of views expressed therein. The Nomination Committee has reviewed the Board composition having regard to expertise, capacity and diversity, and determined that the Board is functioning well and no changes are required. The Nomination Committee has also reviewed the relationships between the Company and each Director, and determined that a majority of the Directors are independent pursuant to the Norwegian Code of Practice for Corporate Governance and corporate governance standards of the New York Stock Exchange.

The Nomination Committee has reviewed the remuneration of the Board and compared it to relevant statistics of dual-listed companies.

The Board of Directors of the Company currently consists of the following members:

Mr. Andreas Sohmen-Pao (Chairman)

Mr. Erik Bartnes

Mr. John Ridgway

Mr. Peter Read

Ms. Su Yin Anand

The profiles of all the Board members can be accessed at the Company’s website at http://www.hafniabw.com.

In connection with the 2024 Annual General Meeting, the Nomination Committee submits the following unanimous proposals:

The Nomination Committee proposes that the following Directors, being eligible and having consented to act, be re-elected until the Annual General Meeting to be held in 2025:

Mr. Andreas Sohmen-Pao

Mr. Erik Bartnes

Mr. John Ridgway

Mr. Peter Read

Ms. Su Yin Anand

The Nomination Committee recommends the following Board remuneration for the period from 10 July 2024 to the next Annual General Meeting of the Company in 2025:

The Nomination Committee proposes that the remuneration to the Nomination Committee for the period from 10 July 2024 to the next Annual General Meeting of the Company in 2025 be set at US$ 2,500 to each member including the Chair.

Ms. Sophie Smith

Chair of the Nomination Committee

5 June 2024

The Companies Act 1967 (the “Act”) permits the Company to purchase or acquire its Shares out of capital or distributable profits so long as the Company is solvent.

The Company will use internal sources of funds, or a combination of internal resources and external borrowings, to finance purchases of its Shares. The Board of Directors does not intend to exercise the Share Buy-back Mandate if such exercise would result in insufficient liquidity for the Company or its subsidiaries (collectively, the “Group”). The Board of Directors will also not undertake Share purchases if the borrowings required to finance the Share purchases will result in insufficient liquidity for the Company or the Group.

It is not possible for the Company to realistically calculate or quantify the impact of purchases that may be made pursuant to the proposed Share Buy-back Mandate on the Company's financial position as the effect would depend on a number of factors such as the aggregate numbers of Shares purchased, the purchase prices paid at the relevant times, whether the Shares purchased or acquired are held in treasury or immediately cancelled on purchase or acquisition, how the Shares held in treasury are subsequently dealt with by the Company in accordance with Section 76K of the Act, and the amounts (if any) borrowed by the Company to fund the purchases.

 

I/We (insert name)                              (block letters) the holder(s) of (insert number of shares)               common shares in the Company as of record date of the Annual General Meeting hereby appoint: the duly appointed Chairman of the meeting, or a representative of Inchona Services Limited, Secretary of the Company, or a representative of Conyers Dill & Pearman Limited, each with the power of substitution, or                           , as my/our proxy to vote on my/our behalf at the Annual General Meeting to be held at 5:00 p.m. (Bermuda time) on Wednesday, 10 July 2024 and at any adjournment thereof or, in the absence of any such indication, my/our proxy shall vote or abstain as he/she thinks fit.

I/We desire my/our votes to be cast on the resolutions to be proposed at the Annual General Meeting of the members (as set out in the Notice of Annual General Meeting dated 18 June 2024) as indicated below: