Form of Proxy

26 Apr 2023 11:24 CEST

HAFNIA LIMITED
(the “Company”)
FORM OF PROXY FOR THE 2023 ANNUAL GENERAL MEETING

I/We (insert name) …………………………………………………………………………………………………..…… (block letters)
the holder(s) of (insert number of shares) ……………………………….…… common shares in the
Company hereby appoint:

the duly appointed Chairman of the meeting 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 Thursday, 18 May 2023 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 26 April 2023) as indicated below:

RESOLUTION FOR AGAINST ABSTAIN

1. To determine that the number of Directors of the Company shall be up to
eight.
2. To approve the amendments to the Bye-laws of the Company in the manner as set
out in Appendix A of the Notice of Annual General Meeting and to adopt the thus
amended Bye-laws of the Company in substitution for and to the exclusion of all
the existing Bye-laws thereof.

3. To re-elect the following persons as Directors:
(a) Mr. Andreas Sohmen-Pao
(b) Mr. Erik Bartnes
(c) Mr. Peter Read

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4. To re-appoint Mr. Andreas Sohmen-Pao to the office of Chairman of the Company
for the ensuing year.
5. To approve the annual fees payable to the Directors and Committee Members as
reflected in Agenda 8 of the Notice of Annual General Meeting.
6. To approve the re-appointment of KPMG LLP as Auditors to hold office until
the conclusion of the next annual general meeting and to authorise the Board of
Directors to determine the Auditors’ remuneration.







Signature:
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Date: ………………………….…..









Notes:

1. To be valid this Form of Proxy is to be received by DNB Bank ASA, Registrars
Department, Oslo (“DNB”) not later than 15 May 2023 5:00 pm (Oslo time). The
address of DNB is: DNB Bank ASA, Registrars Department, Dronning Eufemias gate
30, 0191 Oslo, Norway. Alternatively, the Form of Proxy can be sent to DNB Bank
ASA by e-mail to vote@dnb.no not later than the aforementioned date and time.

2. If it is desired to appoint by proxy any person other than the Chairman of
the Meeting, his/her name should be inserted in the relevant place, reference to
the Chairman deleted and the alteration initialled.

3. If properly executed, the shares issued in the capital of the Company
represented by this Form of Proxy (the “Shares”) 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 motions 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 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 any adjournment thereof.

4. This Form of Proxy must be signed and dated by the member or the member’s
attorney authorised in writing. If signed pursuant to a power of attorney or
other authority, such power of attorney or authority under which it is signed,
or a notarially certified copy must be deposited with the Form of Proxy in
accordance with note 1 above.

5. Proxies are entitled to vote on a poll or on a show of hands.

6. Members shall place an “X” in the box indicating the way in which their vote
is to be cast.

7. If the member is a corporation, the Form of Proxy should be signed either by
a duly authorised officer or attorney or be completed under its common seal.

8. If a member wishes to vote for or against the re-appointment of one or more
of the directors, he/she should place an “X” indicating those directors he/she
is voting for or against, as the case may be, in the appropriate space.

9. Any alterations to this Form of Proxy should be initialled by the member.

10. The completion and return of this Form of Proxy will not preclude a member
from attending the Annual General Meeting and voting in person provided that the
written notice of intention to attend has been received by DNB in accordance
with the Notes of the Notice of Annual General Meeting and the member has been
duly issued with a power of attorney to attend the Annual General Meeting.

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588554_Form of Proxy.pdf