HAFNIA LIMITED: Hafnia Limited enters into Shareholder Rights Agreement with BW Group Limited

12 Jul 2024 07:01 CEST

Singapore, 12 July 2024

Hafnia Limited (“Hafnia” or the “Company”, OSE ticker code: “HAFNI”, NYSE ticker
code “HAFN”) has on 11 July 2024 entered into a shareholder rights agreement
(the “Shareholder Rights Agreement”) with its major shareholder BW Group Limited
(“BW Group”). As at 11 July 2024, BW Group owns 220,106,112 common shares in the
Company (the “Investor Shares”) which is equal to approximately 42.94 % of the
Company’s issued common shares.

Pursuant to the terms of the Shareholder Rights Agreement, BW Group has been
granted certain corporate governance rights as described below (the “Corporate
Governance Rights”) and BW Group and affiliates of BW Group (the “Investors”)
have been granted certain registration rights (the “Registration Rights”) and
have undertaken certain obligations.

BW Group’s Corporate Governance Rights entail a right to designate a certain
number of designees to be nominated by the Company’s nomination committee for
election as a director of the Company. The number of designees that BW Group may
designate is determined by the Investors’ beneficial ownership percentage of the
Company’s common shares.

The Investors’ Registration Rights include, but are not limited to, the right to
demand that the Company use commercially reasonable efforts to prepare, file and
have declared effective a registration statement for the resale of the
Investors’ Shares, including the right to request the Company to file and
maintain the effectiveness of a shelf registration statement. The Shareholder
Rights Agreement also provides the Investors with piggy-back registration rights
in the event that the Company files a registration statement in connection with
a U.S. public offering of common shares. The demand and piggy-back
registration rights are subject to certain minimum offering requirements and
customary terms and conditions.

The foregoing is a summary of certain key terms of the Shareholder Rights
Agreement and is qualified in its entirety by reference to the full text of the
Shareholder Rights Agreement, a copy of which is attached hereto as an exhibit
and incorporated herein by reference.

For further information, please contact:
Mikael Skov
CEO Hafnia Limited
+65 8533 8900

* * *

About Hafnia Limited:

Hafnia is one of the world's leading tanker owners, transporting oil, oil
products and chemicals for major national and international oil companies,
chemical companies, as well as trading and utility companies.

As owners and operators of over 200 vessels, we offer a fully integrated
shipping platform, including technical management, commercial and chartering
services, pool management, and a large-scale bunker desk. Hafnia has offices in
Singapore, Copenhagen, Houston, and Dubai and currently employs over 4000
employees onshore and at sea.

Hafnia is part of the BW Group, an international shipping group involved in oil
and gas transportation, floating gas infrastructure, environmental technologies,
and deep-water production for over 80 years.

More information:
Access the news on Oslo Bors NewsWeb site

623535_Hafnia - Shareholder Rights Agreement.pdf