HAFNIA LIMITED: Accelerated Vesting of LTIP 2022 Options and Share Lending Agreement

Rhea-AI Summary

Hafnia announced the accelerated vesting of options under its 2022 Long-Term Incentive Plan (LTIP 2022) for senior management and key employees. Originally set to vest in March 2025, the options will now vest on 30 May 2024. As of 1 May 2024, there are 1,849,428 outstanding options under this plan. Additionally, Hafnia has a restricted share unit (RSU) program with 462,357 RSUs that are set to vest on 15 March 2025. To facilitate the delivery of shares to employees, Hafnia has entered into a share lending agreement with BW Group , its largest shareholder, for 2,311,785 shares, which will be re-delivered by issuing new shares at USD 0.01 per share. Hafnia will hold 2,351,785 treasury shares following this transaction.

Positive

• Accelerated vesting of 1,849,428 LTIP options offers immediate incentive for senior management and key employees.
• The share lending agreement with BW Group ensures prompt delivery of shares for LTIP and RSU programs.
• Hafnia maintains strong support from its largest shareholder, BW Group, enhancing shareholder trust and collaboration.
• Treasury shares will increase to 2,351,785 post-transaction, which can be used for future strategic initiatives.

Negative

• Issuing new shares at USD 0.01 per share to BW Group may cause shareholder dilution.
• Accelerated vesting could lead to increased short-term expenses for Hafnia.
• Potential for increased administrative and logistical challenges with the accelerated vesting and share delivery.

SINGAPORE--(BUSINESS WIRE)-- In 2022, the board of directors of Hafnia Limited ("Hafnia", the "Company", OSE ticker code: "HAFNI", NYSE ticker code: “HAFN”) established a long-term incentive plan (the "LTIP 2022") for the senior management and key employees of the Company. As at 1 May 2024, there were in total 1,849,428 outstanding options under the LTIP 2022.

Following a three-year vesting period, the options under the LTIP 2022 will vest in March 2025. The Company’s remuneration committee has decided to grant accelerated vesting for all participants. Therefore, the options under the LTIP 2022 will vest on 30 May 2024. The options under the LTIP 2022 can be exercised until 2028.

In 2022, the board of directors of Company established a restricted share unit program (the “RSU Program”) for senior management and key employees of the Company. As at 1 May 2024, there were in total 462,357 outstanding restricted share units (“RSUs”) under the RSU Program.

Pursuant to the terms and conditions of the RSU Program, the restricted share units shall be settled by delivery of shares to the RSU recipients when they vest on 15 March 2025.

In order for the Company to be able to promptly deliver existing shares to employees exercising their vested options under the LTIP 2022 and to employees entitled to receive shares under the RSU Program, the Company has entered into a share lending agreement with BW Group Limited ("BW Group"), the largest shareholder of Hafnia and a close associate of the chairman of the Company, Andreas Sohmen-Pao, whereby BW Group will lend 2,311,785 shares in the Company to Hafnia. The borrowed shares will be redelivered by way of Hafnia issuing new shares to BW Group at a subscription price of USD 0.01 per share.

Following delivery of the borrowed shares, Hafnia will hold 2,351,785 treasury shares.

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.

This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240527878124/en/

For further information, please contact:

Mikael Skov

CEO Hafnia Limited

+65 8533 8900

Source: Hafnia Limited

FAQ

What is HAFNIA 's LTIP 2022?

HAFNIA 's LTIP 2022 is a long-term incentive plan for senior management and key employees, offering options that will now vest on 30 May 2024.

When will the LTIP 2022 options vest?

The LTIP 2022 options will vest on 30 May 2024.

How many options are outstanding under the LTIP 2022 as of 1 May 2024?

As of 1 May 2024, there are 1,849,428 outstanding options under the LTIP 2022.

What is the purpose of the share lending agreement with BW Group?

The share lending agreement with BW Group ensures Hafnia can promptly deliver shares to employees exercising their vested options and RSUs.

How many shares will Hafnia borrow from BW Group?

Hafnia will borrow 2,311,785 shares from BW Group.

What is the subscription price for the new shares issued to BW Group?

The new shares will be issued to BW Group at a subscription price of USD 0.01 per share.

How many treasury shares will Hafnia hold after the share lending transaction?

Hafnia will hold 2,351,785 treasury shares after the share lending transaction.