Hafnia (NYSE: HAFN) schedules 2026 AGM with buyback and share issue votes
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Hafnia Limited has called its 2026 Annual General Meeting for 26 May 2026 at 9:00 a.m. local time at its Singapore office. Shareholders will vote on adopting the 2025 financial statements, re-electing all five current directors, and confirming Andreas Sohmen-Pao as Board Chairman.
The meeting will also consider approving director and committee fees, including US$100,000 for the Chairman and US$90,000 for other Board members, plus additional amounts for committee roles. Special business includes a Share Buy-Back Mandate allowing repurchases of up to 10% of issued Ordinary Shares within a defined price cap, and a Share Issue Mandate for new share issuances.
The company notes that buybacks would be funded from internal resources and/or borrowings, and the Board states it will not execute repurchases that leave the group with insufficient liquidity. Shareholders may vote in person or via proxy, with the Board recommending votes in favour of the resolutions.
Positive
- None.
Negative
- None.
Insights
Hafnia pairs routine AGM items with flexible capital mandates.
Hafnia’s agenda combines standard governance items with tools to actively manage its equity base. The proposed Share Buy-Back Mandate would permit repurchasing up to 10% of issued Ordinary Shares, funded by internal resources or borrowings, within exchange-based price caps.
A separate Share Issue Mandate would authorise issuing new shares, giving the Board leeway to raise equity if needed. The Board explicitly commits not to execute buybacks that would leave the group with insufficient liquidity, which moderates balance-sheet risk. Actual impact depends on how aggressively these authorities are used after the 26 May 2026 meeting.
Key Figures
AGM date and time: 26 May 2026, 9:00 a.m.
Chairman annual fee: US$100,000
Board member annual fee: US$90,000
+3 more
6 metrics
AGM date and time
26 May 2026, 9:00 a.m.
Scheduled Annual General Meeting in Singapore
Chairman annual fee
US$100,000
Board remuneration from 26 May 2026 to 2027 AGM
Board member annual fee
US$90,000
Non-chair Board remuneration period to 2027 AGM
Audit Committee Chair fee
US$15,000
Additional annual fee for Audit Committee Chair
Nomination Committee member fee
US$2,500
Annual fee per Nomination Committee member including Chair
Share buyback limit
10% of Ordinary Shares
Prescribed Limit under proposed Share Buy-Back Mandate
Key Terms
Share Buy-Back Mandate, Share Issue Mandate, Ordinary Shares, Nomination Committee, +1 more
5 terms
Nomination Committee financial
"The members of the Nomination Committee of Hafnia Limited comprise"
A nomination committee is a small group of board members that screens, selects and recommends people to serve on a company’s board of directors and oversees succession planning for top executives. Think of it as a hiring panel for the board that checks skills, independence and fit so the leadership mix supports the company’s goals. Investors care because the committee shapes who sets strategy, manages risk and protects shareholder interests.
proxy regulatory
"A form of proxy is enclosed for this purpose."
A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-41996
HAFNIA LIMITED
c/o Hafnia SG Pte Ltd
10 Pasir Panjang Road,
#18-01 Mapletree Business City,
Singapore 117438
+65 6434 3770
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT
Attached to this report on Form 6-K as Exhibit 99.1 is a press release of Hafnia Limited dated April 29, 2026 and Exhibit 99.2 is a copy of the notice, form of proxy and proxy card of Hafnia Limited (the “Company”) for the Company’s 2026 Annual General Meeting of Shareholders scheduled to be held on May 26, 2026.
DOCUMENTS TO BE FURNISHED AS PART OF THIS FORM 6-K
Exhibit | Exhibit Description | ||
99.1 | Press release of Hafnia Limited dated April 29, 2026 – Annual General Meeting – Notice | ||
99.2 | Notice of Annual General Meeting of Shareholders of Hafnia Limited (including a form of proxy, voting instructions and proxy card). | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HAFNIA LIMITED | |||||||||
Date: April 29, 2026 | |||||||||
By: | /s/ Petrus Wouter Van Echtelt | ||||||||
Name: | Petrus Wouter Van Echtelt | ||||||||
Title: | Chief Financial Officer | ||||||||
Exhibit 99.1
HAFNIA LIMITED: Annual General Meeting – Notice
Singapore, 29 April 2026
Notice is hereby given that the 2026 Annual General Meeting of Hafnia Limited will be conducted as per the details below:
Date: Tuesday, 26 May 2026
Location: 10 Pasir Panjang Road, Mapletree Business City #18-01, Singapore 117438
Time: 09:00 hrs local time
Please see attached documents for the Notice of Annual General Meeting attaching Appendix A and Form of Proxy.
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 around 200 vessels, we offer a fully integrated shipping platform, including technical management, commercial and chartering services, pool management, and a large-scale bunker procurement 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.
Exhibit 99.2
HAFNIA LIMITED
(Redomiciled to the Republic of Singapore)
(Company Registration No.: 202440137E)
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hafnia Limited (the “Company”) will be held at 10 Pasir Panjang Road, Mapletree Business City #18-01, Singapore 117438 on Tuesday, 26 May 2026 at 9:00 a.m. (Singapore time) to transact the following businesses:
ORDINARY BUSINESS
1. | To receive and adopt the Directors’ Statement and Audited Financial Statements for the financial year ended 31 December 2025 and the Auditor’s Report thereon (please see Explanatory Note 1). |
(Ordinary Resolution 1)
2. | To re-elect the following Directors retiring pursuant to the Constitution of the Company and who, being eligible, offer themselves for re-election (please see Explanatory Note 2): |
Mr. Andreas Sohmen-Pao | (Ordinary Resolution 2(a)) | ||
Mr. Donald John Ridgway | (Ordinary Resolution 2(b)) | ||
Mr. Peter Graham Read | (Ordinary Resolution 2(c)) | ||
Ms. Anand Su Yin | (Ordinary Resolution 2(d)) | ||
Ms. Tan Chin Hwee, Emily | (Ordinary Resolution 2(e)) | ||
3. | To re-appoint Mr. Andreas Sohmen-Pao as Chairman of the Board of Directors pursuant to Regulation 45 of the Constitution (please see Explanatory Note 3). |
(Ordinary Resolution 3)
4. | To receive the latest Guidelines on Executive Remuneration, a copy of which is available on the Company’s website at hafnia.com/esg/policies - under Policies (please see Explanatory Note 1). |
5. | To approve the following fees payable to the Directors and Committee Members for the period from the date of the passing of this Resolution to the next annual general meeting (please see Explanatory Note 4): |
Role | Fees | ||
Chairman | US$100,000 | ||
Board Members | US$90,000 | ||
Audit Committee Chair | US$15,000 | ||
Audit Committee Member | US$10,000 | ||
Remuneration Committee Chair | US$10,000 | ||
Remuneration Committee Member | US$5,000 | ||
Nomination Committee Chair and Member | US$2,500 | ||
(Ordinary Resolution 4)
6. | To re-appoint KPMG LLP as Auditor of the Company and to authorise the Directors to fix its remuneration (please see Explanatory Note 5). |
(Ordinary Resolution 5)
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SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without modifications, the following resolutions, which will be proposed as Ordinary Resolutions:
7. | That: |
(a) | the exercise by the Directors of all the powers of the Company to purchase or otherwise acquire issued ordinary shares in the share capital of the Company (“Ordinary Shares”) not exceeding in aggregate the Prescribed Limit (as hereafter defined), at such price(s) as may be determined by the Directors from time to time up to the Maximum Price (as hereafter defined), in accordance with all applicable laws and regulations, including but not limited to the provisions of the Companies Act 1967 (the “Act”), the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation), the Singapore Code on Take-overs and Mergers (if applicable) and the Constitution of the Company, be and is hereby authorised and approved generally and unconditionally (the “Share Buy-Back Mandate”); |
(b) | any Ordinary Shares that are purchased or otherwise acquired by the Company pursuant to the Share Buy-Back Mandate shall, at the discretion of the Directors, either be cancelled or held in treasury and dealt with in accordance with the Act; |
(c) | unless varied or revoked by the Company in general meeting, the authority conferred on the Directors pursuant to the Share Buy-Back Mandate may be exercised by the Directors at any time and from time to time during the period commencing from the date of the passing of this Resolution and expiring on the earliest of: |
(i) | the date of the next annual general meeting of the Company or the date on which the next annual general meeting of the Company is required by law to be held; |
(ii) | the date on which the buy-back of the Ordinary Shares are carried out to the full extent mandated; or |
(iii) | the date on which the authority contained in the Share Buy-Back Mandate is varied or revoked; |
(d) | in this Resolution: |
“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 Ordinary Shares as at the date of the passing of this Resolution 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 date of the passing of this Resolution 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
(e) | the Directors and/or any of them be and are hereby authorised to complete and do all such acts and things (including without limitation, executing such documents as may be required) as they and/or he/she may consider desirable, expedient or necessary to give effect to the transactions contemplated and/or authorised by this Resolution. |
(Please see Explanatory Note 6)
(Ordinary Resolution 6)
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8. That:
(a) | pursuant to Section 161 of the Act, approval and authorisation be and is hereby given to the Directors at any time to such persons and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, to: |
(i) | issue shares in the capital of the Company (“Shares”) whether by way of rights, bonus or otherwise; |
(ii) | make or grant offers, agreements or options (collectively, “Instruments”) that might or would require Shares to be issued or other transferable rights to subscribe for or purchase Shares including but not limited to the creation and issue of warrants, debentures or other instruments convertible into Shares; and/or |
(iii) | issue additional Instruments arising from adjustments made to the number of Instruments previously issued in the event of rights, bonus or capitalisation issues; and |
(b) | (notwithstanding the authority conferred by the Shareholders may have ceased to be in force) issue Shares in pursuance of any Instruments made or granted by the Directors while the authority was in force (the “Share Issue Mandate”), |
provided that:
(1) | the aggregate number of Shares to be issued pursuant to this Resolution (including Shares to be issued in pursuance of Instruments made or granted pursuant to this Resolution) does not exceed 20% of the total number of issued Shares excluding treasury shares and subsidiary holdings; |
(2) | 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: |
(i) | new Shares arising from the conversion or exercise of convertible securities or share options which are outstanding or subsisting at the time that this Resolution is passed; and |
(ii) any subsequent bonus issue, consolidation or subdivision of Shares,
and any adjustments in accordance with sub-paragraph (2)(i) above 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;
(3) | in exercising the authority conferred by this Resolution, the Company shall comply with all applicable legal requirements under the Act, the Constitution and any other applicable regulation (including rules of any stock exchange for the time being in force); and |
(4) | the authority conferred by this Resolution shall, unless revoked or varied by the Company in general meeting, continue to be in force until the conclusion of the next annual general meeting or the date by which the next annual general meeting of the Company is required by law to be held, whichever is the earlier. |
(Please see Explanatory Note 7)
(Ordinary Resolution 7)
BY ORDER OF THE BOARD
Mr. Andreas Sohmen-Pao
Chairman of the Board
29 April 2026
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EXPLANATORY NOTES:
1. | In accordance with Section 201 of the Act, the Audited Financial Statements for the financial year ended 31 December 2025 are required to be laid before the Company at the meeting (the “2025 FS”). |
The 2025 FS, which is included in the Annual Report on Form 20-F, have been provided to the Shareholders and are available on the Company’s website at investor.hafnia.com/financials/annual-reports/default.aspx.
The latest Guidelines on Executive Remuneration are available on the Company’s website at hafnia.com/esg/policies - under Policies. Shareholders who wish to receive printed copies of either, or both, the 2025 FS and the latest Guidelines on Executive Remuneration, may submit a written request via electronic mail to ir@hafnia.com with the Shareholder’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.
2. | The Nomination Committee of the Company has reviewed the board composition having regard to expertise, capacity and diversity, and determined that the Board is functioning well. 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. Accordingly, the Nomination Committee recommends that all the Directors are re-elected for the ensuing year as set out in this Notice, each to hold office until the next annual general meeting or until his or her successor is appointed. Please refer to Appendix A of this Notice for details of the recommendation of the Nomination Committee. |
A description of the competencies and executive functions of the Directors to be re-elected can be accessed at the Company’s website at investor.hafnia.com/governance/board-of-directors/default.aspx. Shareholders who wish to receive printed copies may submit a written request via electronic mail to ir@hafnia.com with the Shareholder’s full name and mailing address clearly indicated.
3. | In accordance with Regulation 45 of the Constitution of the Company, the Chairman of the Board shall be appointed by the Shareholders from amongst the Directors. It is proposed that Mr. Andreas Sohmen-Pao be re-appointed as Chairman of the Board for the ensuing year. |
4. | Regulation 40 of the Constitution of the Company provides that the Directors’ fees shall be determined by the Shareholders in a general meeting. The Nomination Committee of the Company has assessed the Directors’ fees and recommends that the Directors are paid the fees in respect of the services rendered by them for the period from the date of the passing of this Resolution to the next annual general meeting as set out in this Notice. The Nomination Committee further recommends that the Nomination Committee members are paid for their services for the same period as set out in this Notice. Please refer to Appendix A of this Notice for details of the recommendation of the Nomination Committee. |
5. | The Audit Committee of the Board is responsible for recommending the appointment of the Company’s external Auditor. In this connection, the Audit Committee has recommended that KPMG LLP are re-appointed as the Auditor of the Company. Consistent with the Constitution of the Company, it is proposed that the Board of Directors is authorised to determine the remuneration of KPMG LLP. |
6. | The Directors propose that the meeting approves the Share Buy-Back Mandate so that the Company may continue with its previously announced share repurchase programme on the terms and subject to the conditions as set out in this Resolution. |
The Act permits the Company to purchase or acquire its Ordinary 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 Ordinary 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 Ordinary Share purchases if the borrowings required to finance the Ordinary Share purchases will result in insufficient liquidity for the Company or the Group. It is not possible for the Company
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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 Ordinary Shares purchased, the purchase prices paid at the relevant times, whether the Ordinary Shares purchased or acquired are held in treasury or immediately cancelled on purchase or acquisition, how the Ordinary 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. The Directors consider the proposed Share Buy-Back Mandate to be in the interests of the Company and they recommend the Shareholders to vote in favour of the proposal as set out in this Notice.
7. | The Directors propose that the Shareholders approve the Share Issue Mandate 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 authorisation to issue shares to be in the interests of the Company and they recommend the Shareholders to vote in favour of the proposal as set out in this Notice. |
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IMPORTANT NOTICE:
1. | Only Shareholders registered in the register of members of the Company on the record date for the meeting, being 20 April 2026 shall be entitled to receive this Notice, attend and vote at the meeting in respect of the number of Shares registered in their names at that time. |
Every Shareholder entitled to attend and vote at the 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 Shareholder of the Company. A Shareholder who is entitled to cast two or more votes at the meeting or any adjournment thereof may appoint more than one proxy, provided each proxy is appointed to exercise the rights attached to a different Share or Shares held by such Shareholder.
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 Shareholder 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 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 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 meeting or adjournment thereof. Shareholders that have granted a proxy may not vote their Shares at the meeting unless such proxy is revoked.
The form of proxy is enclosed.
2. | The manner in which your Shares may be voted depends on how your Shares are held. |
(a) | If you are a holder of Shares which are registered in Euronext Securities Oslo and trading on the Oslo Stock Exchange, you must return the proxy form to DNB Bank ASA, Registrars Department. 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, no later than 23 May 2026 at 3:00 a.m. (Oslo time) or by e-mail at vote@dnb.no no later than the aforementioned date and time. |
(b) | If you own Shares of record, meaning that your Shares are represented by book entries in your name so that you appear as a Shareholder on the shareholder register of the Company maintained by Broadridge Corporate Issuer Solutions (“Broadridge”) (i.e., you are a registered shareholder), you must submit your proxy to Broadridge by mail (51 Mercedes Way, Edgewood, NY 11717, USA) in the return envelope provided by Broadridge by no later than 22 May 2026 at 9:00 p.m. (New York time) (proxies received after such time will not be considered). |
You also may attend the meeting in person and vote during the meeting. Shareholders of record attending the meeting in person will be given a ballot upon request.
(c) | If you own Shares in “street name”, meaning that your Shares are held by a bank, brokerage firm, or other nominee that is a DTC participant, you are considered the “beneficial owner” of Shares held in “street name,” and you must provide voting instructions through your bank, brokerage firm, or other nominee by returning a voting instruction form received from that institution in accordance with the relevant instructions provided by such institution. |
If you own Shares in street name and wish to attend the 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.
GO GREEN
In an effort to consciously reduce paper waste and contribute towards a greener environment, the Company strongly encourages its Shareholders to opt for a fully paperless form of communication including notice of meetings, proxy
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voting forms or voting instruction forms. In order to do so, registered Shareholders may contact the Company’s registrars, Broadridge Corporate Issuer Solutions or DNB Bank ASA (as applicable) and/or follow the instructions provided by the registrars with the proxy voting forms and non-registered Shareholders may contact their applicable securities broker holding their Shares.
PERSONAL DATA PRIVACY
By submitting an instrument appointing a proxy(ies) and/or representative(s) to attend, speak and vote at the meeting and/or any adjournment thereof, a Shareholder of the Company (i) consents to the collection, use and disclosure of the Shareholder’s personal data by the Company (or its agents or service providers) for the purpose of the processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for the meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to the meeting (including any adjournment thereof), and in order for the Company (or its agents or service providers) to comply with any applicable laws, listing rules, take-over rules, regulations and/or guidelines (collectively, the “Purposes”), (ii) warrants that where the Shareholder discloses the personal data of the Shareholder’s proxy(ies) and/or representative(s) to the Company (or its agents or service providers), the Shareholder has obtained the prior consent of such proxy(ies) and/or representative(s) for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy(ies) and/or representative(s) for the Purposes, and (iii) agrees that the Shareholder will indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of the Shareholder’s breach of warranty.
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APPENDIX A
RECOMMENDATION FROM THE NOMINATION COMMITTEE OF HAFNIA LIMITED (THE “COMPANY”) TO THE ANNUAL GENERAL MEETING TO BE HELD ON 26 MAY 2026
NOMINATION COMMITTEE’S COMPOSITION AND MANDATE
The members of the Nomination Committee of Hafnia Limited comprise Ms. Elaine Yew Wen Suen (Chair), Mr. Bjarte Bøe and Ms. Alicia Yik Jie Ting. Ms. Yew and Mr. Bøe were elected effective 22 May 2020, and Ms. Yik was elected effective 14 May 2025. A description of the profiles of the members can be accessed at the Company’s website at http://www.hafnia.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 WORK OF THE NOMINATION COMMITTEE
The Nomination Committee has met once since the Annual General Meeting in May 2025, 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 2025. 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.
BOARD COMPOSITION
The Board of Directors of the Company currently consists of the following members:
Mr. Andreas Sohmen-Pao (Chairman)
Mr. Donald John Ridgway
Mr. Peter Graham Read
Ms. Anand Su Yin
Ms. Tan Chin Hwee, Emily
The profiles of all the Board members can be accessed at the Company’s website at http://www.hafnia.com.
The Nomination Committee has reviewed the remuneration of the Board and compared it to relevant statistics of dual-listed companies.
In connection with the 2026 Annual General Meeting, the Nomination Committee submits the following unanimous proposals:
1. | Election of Directors |
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 2027:
Mr. Andreas Sohmen-Pao
Mr. Donald John Ridgway
Mr. Peter Graham Read
Ms. Anand Su Yin
Ms. Tan Chin Hwee, Emily
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2. | Board Remuneration |
The Nomination Committee recommends the following Board remuneration for the period from 26 May 2026 to the next Annual General Meeting of the Company in 2027:
Chairman | US$ 100,000 | ||
Board Members | US$90,000 | ||
Audit Committee Chair | US$15,000 | ||
Audit Committee Member | US$10,000 | ||
Remuneration Committee Chair | US$10,000 | ||
Remuneration Committee Member | US$5,000 | ||
3. | Remuneration of the Nomination Committee |
The Nomination Committee proposes that the remuneration to the Nomination Committee for the period from 26 May 2026 to the next Annual General Meeting of the Company in 2027 be set at US$ 2,500 to each member including the Chair.
THE NOMINATION COMMITTEE
29 April 2026
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HAFNIA LIMITED
(Redomiciled to the Republic of Singapore)
(Company Registration No.: 202440137E)
FORM OF PROXY FOR THE 2026 ANNUAL GENERAL MEETING
I/We, (Name),
(Identification Number, if any),of
(Address)
being a member/members of HAFNIA LIMITED (the “Company”) holding such shares in the Company set out below as of the record date of the Annual General Meeting, hereby appoint:
Full Name | Address | Identification No. | No. of Shares | ||||||||
and/or (Please delete as appropriate) | |||||||||||
or failing him/her, the duly appointed Chairman of the meeting, to be my/our proxy(ies) to vote on my/our behalf at the Annual General Meeting to be held at 9:00 a.m. (Singapore time) on Tuesday, 26 May 2026 and at any adjournment thereof or, in the absence of any such indication or direction, my/our proxy shall vote in favour of the resolutions recommended by the Board of Directors (including amendments thereto approved by the Board of Directors).
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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 29 April 2026) as indicated below:
RESOLUTION | FOR | AGAINST | ABSTAIN | |||||||||||||||
1. To adopt the Directors’ Statement, Audited Financial Statements and the Auditor’s Report. | ||||||||||||||||||||
2. To re-elect the following persons as Directors: (a) Mr. Andreas Sohmen-Pao (b) Mr. Donald John Ridgway (c) Mr. Peter Graham Read (d) Ms. Anand Su Yin (e) Ms. Tan Chin Hwee, Emily | ||||||||||||||||||||
3. To re-appoint Mr. Andreas Sohmen-Pao as Chairman of the Board of Directors. | ||||||||||||||||||||
4. To approve the fees payable to the Directors and Committee Members as reflected in the Notice of Annual General Meeting. | ||||||||||||||||||||
5. To approve the re-appointment of KPMG LLP as Auditor and authorise the Directors to fix its remuneration. | ||||||||||||||||||||
6. To approve the proposed Share Buy-Back Mandate. | ||||||||||||||||||||
7. To approve the proposed Share Issue Mandate. | ||||||||||||||||||||
Dated this day of 2026
Signature(s) or Common Seal of Member(s)
IMPORTANT: PLEASE READ NOTES OVERLEAF BEFORE COMPLETING THIS FORM
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IMPORTANT NOTES:
1. | If you own Shares which are registered in Euronext Securities Oslo and trading on Oslo Stock Exchange, to be valid this Form of Proxy is to be received by DNB Bank ASA, Registrars Department, Oslo (“DNB”) no later than 23 May 2026 at 3:00 a.m. (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 no later than the aforementioned date and time. |
2. | If you own Shares of record, meaning that your Shares are represented by book entries in your name so that you appear as a Shareholder on the shareholder register of the Company maintained by Broadridge Corporate Issuer Solutions (“Broadridge”), you must submit your proxy to Broadridge by mail (51 Mercedes Way, Edgewood, NY 11717, USA) in the return envelope provided by Broadridge by no later than 22 May 2026 at 9:00 p.m. (New York time) (proxies received after such time will not be considered). |
3. | 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. |
4. | If you own Shares in “street name”, you must provide voting instructions through your bank, brokerage firm, or other nominee by returning a voting instruction form received from that institution in accordance with the relevant instructions provided by such institution. |
5. | 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 you 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. |
6. | This Form of Proxy must be signed and dated by or on behalf of the Shareholder. If the Shareholder 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. |
7. | Proxies are entitled to vote on a poll or on a show of hands. |
8. | Shareholders shall place an “X” in the box indicating the way in which their vote is to be cast. |
9. | If a Shareholder 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. |
10. | Any alterations to this Form of Proxy should be initialled by the Shareholder. |
11. | The completion and return of this Form of Proxy will not preclude a Shareholder from attending the Annual General Meeting and voting in person provided that the written notice of intention to attend has been received by DNB or Broadridge, as relevant, in accordance with the Notes of the Notice of Annual General Meeting and the Shareholder has been duly issued with a power of attorney to attend the Annual General Meeting. |
12. | By submitting an instrument appointing a proxy(ies) and/or representative(s), the Shareholder accepts and agrees to the personal data privacy terms set out in the Notice of Annual General Meeting dated 29 April 2026. |
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FAQ
When and where will the Hafnia (HAFN) 2026 Annual General Meeting take place?
The 2026 AGM will be held on 26 May 2026 at 9:00 a.m. Singapore time, at 10 Pasir Panjang Road, Mapletree Business City #18-01, Singapore 117438, which is Hafnia’s Singapore office location noted in the meeting notice.
What director and committee fees are proposed by Hafnia (HAFN) for 2026–2027?
Proposed annual fees are US$100,000 for the Chairman and US$90,000 for Board members. Additional fees include US$15,000 for the Audit Committee Chair, US$10,000 for Audit members, US$10,000 for Remuneration Chair, US$5,000 for Remuneration members, and US$2,500 for Nomination Committee members.