Notice of the 2023 AGM (including Appendix A)

26 Apr 2023 11:22 CEST

HAFNIA LIMITED

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hafnia Limited (the
“Company”) will be held at 18 Rebecca Road, Southampton SN04, Bermuda on
Thursday, 18 May 2023 at 5:00 p.m. (Bermuda time) for the following purposes:

1. To confirm the Notice of the Annual General Meeting.

2. To receive the audited consolidated financial statements of the Company for
the financial year ended 31 December 2022 and the Auditors’ Report thereon.

3. To determine that the number of Directors of the Company shall be up to
eight.

4. To approve amendments to the Bye-laws of the Company in the manner as set out
in Appendix A of this Notice, in order to remove the staggered board mechanism
and provide the ability for persons other than the Chairman of the Company to be
elected as chairman of a general meeting.

5. To re-elect the following Directors as set out below:

Mr. Andreas Sohmen-Pao
Mr. Erik Bartnes
Mr. Peter Read

In the event the resolution under proposal 4 is not adopted, to re-elect the
following Directors as set out below:

Director: Class: Period:
Mr. Andreas Sohmen-Pao I 2 years
Mr. Erik Bartnes I 2 years
Mr. Peter Read I 2 years

6. To re-appoint Mr. Andreas Sohmen-Pao to the office of Chairman of the Company
for the ensuing year.

7. To receive the latest Guidelines on Executive Remuneration, a copy of which
is available on the Company’s website.

8. To approve the annual fees payable for the period from the 2023 Annual
General Meeting to the 2024 Annual General Meeting to the Directors and
Committee Members as follows:

Role
Fees

Chairman
US$ 80,000
Board Members US$ 65,000
Audit Committee Chair US$ 10,000
Audit Committee Member US$ 5,000
Remuneration Committee Chair US$ 10,000
Remuneration Committee Member US$ 5,000
Nomination Committee Chair and Member US$ 2,500




9. To consider, and if thought fit, 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.


BY ORDER OF THE BOARD Registered Office:

Mr. Andreas Sohmen-Pao Washington Mall Phase 2
Chairman of the Board 4th Floor, Suite 400
26 April 2023 22 Church Street, HM 1189
Hamilton, Pembroke, HM EX
Bermuda















































Notes:

1. A copy of the Annual Report and the Auditors’ Report for the financial year
ended 31 December 2022 can be accessed at the Company’s website at
http://www.hafniabw.com. Members who wish to receive printed copies of the
Annual Report may submit a written request via electronic mail to
ir@hafniabw.com with the member’s full name and mailing address clearly
indicated.

2. The Directors propose that the general meeting approves the amendments to the
Company’s Bye-laws to align with corporate governance improvement practices. The
Directors consider the proposed amendments to be in the interests of the Company
and they recommend the Shareholders vote in favour of agenda proposal 4 as set
out in this Notice (which will be Resolution 2) at the general meeting. A copy
of the amended Bye-laws with the amendments shown is enclosed as Appendix A.

3. A description of the competencies and executive functions of the Directors
to be re-elected can be accessed at the Company’s website at
http://www.hafniabw.com.

4. Only those members entered on the register of members of the Company at 5.00
pm (Oslo time) on 15 May 2023 shall be entitled to attend and vote at the Annual
General Meeting in respect of the number of shares registered in their name at
that time. Changes to entries on the register of members after 5.00 pm (Oslo
time) on 15 May 2023 shall be disregarded in determining the rights of any
person to attend and vote at the meeting or any adjournment thereof.

5. 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 need not 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.

6. To be valid, the form of proxy is to be received by DNB Bank ASA, Registrars
Department, at its address at Dronning Eufemias gate 30, 0191 Oslo, not later
than 15 May 2023 at 5:00 pm (Oslo time) or by e-mail at vote@dnb.no not later
than the aforementioned date and time.

7. If properly executed, the shares issued in the capital of the Company
represented by the 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 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.














APPENDIX A

PROPOSAL 4 – AMENDMENT OF THE COMPANY’S BYE-LAWS

Based on the recommendation of the Board of Directors of the Company, it is
proposed that the Company’s Bye-laws be amended in the manner set out below for
the purposes of alignment with corporate governance improvement practices,
namely:

1. Bye-law 29 (Chairman to Preside) is proposed to be amended to include the
additions and deletions as set out below, in order that persons other than the
Chairman may be elected as chairman of a general meeting:

“29. Chairman to Preside

Unless otherwise agreed by a majority of those attending and entitled to vote
thereat, tThe Chairman or the president of the Company, if there be one, shall
act as chairman of the meeting at all general meetings at which such person is
present. Notwithstanding the above, the Chairman or president, as applicable,
may appoint a person to act as chairman of the meeting. In the absence of the
Chairman, the president and a person appointed to act as chairman of the meeting
by the Chairman or president of the Company, In their absence a chairman of the
meeting shall be appointed or elected by those present at the meeting and
entitled to vote.”

2. Bye-law 39 (Classes of Directors) shall be deleted in its entirety and
replaced with “[Deleted]”.

If the proposal is approved, the relevant Bye-law shall be deleted and amended
as follows:

“39. Classes of Directors[Deleted]

The Directors shall be divided into two classes designated Class I and Class II.
Each class of Directors shall consist, as nearly as possible, of half of the
total number of Directors constituting the entire Board.”

3. Bye-law 40 (Term of Office of Directors) shall be deleted in its entirety and
replaced with the following:

“40. Term of Office of Directors

At the general meeting at which these Bye-laws are adopted, the Class I
Directors shall be elected for an initial term of office that expires at the
Company’s 2019 annual general meeting, and the Class II Directors shall be
elected for an initial term of office that expires at the Company’s 2020 annual
general meeting. At each succeeding annual general meeting (commencing, for the
avoidance of doubt, at the Company’s 2019 annual general meeting), successors to
the class of Directors whose term expires at that annual general meeting shall
be elected for a two year term. If the number of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of Directors in each class as nearly equal as possible, and any
Director of any class elected to fill a vacancy shall hold office for a term
that shall coincide with the remaining term of the other Directors of that
class, but in no case shall a decrease in the number of Directors shorten the
term of any Director then in office. A Director shall hold office until the
annual general meeting for the year in which his term expires, subject to his
office being vacated pursuant to Bye-law 41.Directors shall hold office for such
term as the Members may determine or, in the absence of such determination,
until the next annual general meeting or until their successors are elected or
appointed or their office is otherwise vacated.”


Pursuant to Bye-law 76 (Changes to Bye-laws) this Proposal 4 requires the
affirmative vote of not less than two-thirds of the votes cast at the Annual
General Meeting in order to be approved by the Members.

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